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: October 29, 1998
(Date of earliest event reported)
Commission File No. 333-45021
Norwest Asset Securities Corporation
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Delaware 52-1972128
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(State of Incorporation) (I.R.S. Employer Identification No.)
7485 New Horizon Way, Frederick, Maryland 21703
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Address of principal executive offices (Zip Code)
(301) 846-8881
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
ITEM 5. Other Events
On October 29, 1998, Norwest Asset Securities Corporation, a
Delaware corporation (the "Registrant"), sold Mortgage Pass-Through
Certificates, Series 1998-27, Class A-1, Class A-R, Class B-1, Class B-2 and
Class B-3 (the "Offered Certificates"), having an aggregate original principal
balance of $366,335,100.00. The Offered Certificates were issued pursuant to a
Pooling and Servicing Agreement, dated as of October 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 1998-27, Class A-PO Certificates,
having an aggregate initial principal balance of $301,389.78, and Class B-4,
Class B-5 and Class B-6 Certificates, having an aggregate initial principal
balance of $2,213,804.09 (the "Private Class B Certificates" and, together with
the Class A-PO Certificates and the Offered Certificates, the "Certificates"),
were also issued pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates
evidenced an approximate 99.32% undivided interest in a trust fund (the "Trust
Estate"), consisting principally of a pool of fixed interest rate, conventional,
monthly pay, fully-amortizing, one-to four-family residential first mortgage
loans, other than the Fixed Retained Yield (as defined in the Agreement), which
may include loans secured by shares issued by cooperative housing corporations.
The remaining undivided interests in the Trust Estate are evidenced by the Class
A-PO and Private Class B Certificates distributions on which are subordinated to
distributions on the Offered Certificates and the Class A-PO Certificates.
Interest on the Offered Certificates will be distributed on each
Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust Estate as a REMIC for
federal income tax purposes (the "REMIC"). The Class A-1, Class A-PO, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will be
treated as "regular interests" in the REMIC and the Class A-R Certificate will
be treated as the "residual interest" in the REMIC.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing Agreement, dated as of
October 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
October 29, 1998
/s/ Alan S. McKenney
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Alan S. McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
-----------------
Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing E
Agreement, dated as of
October 29, 1998 among
Norwest Asset Securities
Corporation, Norwest Bank
Minnesota, National
Association and First
Union National Bank, as
trustee.
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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 October 29, 1998
$368,850,293.87
Mortgage Pass-Through Certificates
Series 1998-27
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<PAGE>
TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions....................................................1
Section 1.02. Acts of Holders...............................................46
Section 1.03. Effect of Headings and Table of Contents......................47
Section 1.04. Benefits of Agreement.........................................47
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans...................................1
Section 2.02. Acceptance by Trustee..........................................2
Section 2.03. Representations and Warranties of the Master
Servicer and the Seller........................................3
Section 2.04. Execution and Delivery of Certificates........................10
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.................10
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING OF
THE MORTGAGE LOANS
Section 3.01. Certificate Account............................................1
Section 3.02. Permitted Withdrawals from the Certificate
Account........................................................2
Section 3.03. Advances by Master Servicer and Trustee........................4
Section 3.04. Trustee to Cooperate; Release of Owner Mortgage
Loan Files.....................................................5
Section 3.05. Reports to the Trustee; Annual Compliance
Statements.....................................................6
Section 3.06. Title, Management and Disposition of Any REO
Mortgage Loan..................................................7
Section 3.07. Amendments to Servicing Agreements,
Modification of Standard Provisions............................7
Section 3.08. Oversight of Servicing.........................................8
Section 3.09. Termination and Substitution of Servicing
Agreements....................................................11
Section 3.10. Application of Net Liquidation Proceeds.......................12
Section 3.11. 1934 Act Reports..............................................12
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ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS
TO CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
Section 4.01. Distributions..................................................1
Section 4.02. Allocation of Realized Losses..................................6
Section 4.03. Paying Agent...................................................8
Section 4.04. Statements to Certificateholders; Report to the
Trustee and the Seller.........................................9
Section 4.05. Reports to Mortgagors and the Internal Revenue
Service.......................................................13
Section 4.06. Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer................13
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates...............................................1
Section 5.02. Registration of Certificates...................................3
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates...................................................6
Section 5.04. Persons Deemed Owners..........................................7
Section 5.05. Access to List of Certificateholders'Names and
Addresses......................................................7
Section 5.06. Maintenance of Office or Agency................................7
Section 5.07. Definitive Certificates........................................8
Section 5.08. Notices to Clearing Agency.....................................8
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer................1
Section 6.02. Merger or Consolidation of the Seller or the
Master Servicer................................................1
Section 6.03. Limitation on Liability of the Seller, the
Master Servicer and Others.....................................1
Section 6.04. Resignation of the Master Servicer.............................2
Section 6.05. Compensation to the Master Servicer............................2
Section 6.06. Assignment or Delegation of Duties by Master
Servicer.......................................................2
Section 6.07. Indemnification of Trustee and Seller by Master
Servicer.......................................................3
ARTICLE VII
DEFAULT
Section 7.01. Events of Default..............................................1
Section 7.02. Other Remedies of Trustee......................................3
Section 7.03. Directions by Certificateholders and Duties of
Trustee During Event of Default................................3
Section 7.04. Action upon Certain Failures of the Master
Servicer and upon Event of Default.............................4
Section 7.05. Trustee to Act; Appointment of Successor.......................4
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Page
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Section 7.06. Notification to Certificateholders.............................5
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee..............................................1
Section 8.02. Certain Matters Affecting the Trustee..........................2
Section 8.03. Trustee Not Required to Make Investigation.....................2
Section 8.04. Trustee Not Liable for Certificates or Mortgage
Loans..........................................................3
Section 8.05. Trustee May Own Certificates...................................3
Section 8.06. The Master Servicer to Pay Fees and Expenses...................3
Section 8.07. Eligibility Requirements.......................................4
Section 8.08. Resignation and Removal........................................4
Section 8.09. Successor......................................................5
Section 8.10. Merger or Consolidation........................................5
Section 8.11. Authenticating Agent...........................................6
Section 8.12. Separate Trustees and Co-Trustees..............................7
Section 8.13. Appointment of Custodians......................................8
Section 8.14. Tax Matters; Compliance with REMIC Provisions..................8
Section 8.15. Monthly Advances..............................................10
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the Seller or
Liquidation of All Mortgage Loans..............................1
Section 9.02. Additional Termination Requirements............................3
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.....................................................1
Section 10.02. Recordation of Agreement......................................3
Section 10.03. Limitation on Rights of Certificateholders....................3
Section 10.04. Governing Law; Jurisdiction...................................4
Section 10.05. Notices.......................................................4
Section 10.06. Severability of Provisions....................................4
Section 10.07. Special Notices to Rating Agencies............................5
Section 10.08. Covenant of Seller............................................6
Section 10.09. Recharacterization............................................6
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate...............................1
Section 11.02. Cut-Off Date..................................................1
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Section 11.03. Cut-Off Date Aggregate Principal Balance......................1
Section 11.04. Original Class A Percentage...................................1
Section 11.05. Original Principal Balances of the Classes of
Class A Certificates...........................................1
Section 11.06. Original Class A Non-PO Principal Balance.....................1
Section 11.07. Original Subordinated Percentage..............................1
Section 11.08. Original Class B-1 Percentage.................................1
Section 11.09. Original Class B-2 Percentage.................................2
Section 11.10. Original Class B-3 Percentage.................................2
Section 11.11. Original Class B-4 Percentage.................................2
Section 11.12. Original Class B-5 Percentage.................................2
Section 11.13. Original Class B-6 Percentage.................................2
Section 11.14. Original Class B Principal Balance............................2
Section 11.15. Original Principal Balances of the Classes of
Class B Certificates...........................................2
Section 11.16. Original Class B-1 Fractional Interest........................2
Section 11.17. Original Class B-2 Fractional Interest........................2
Section 11.18. Original Class B-3 Fractional Interest........................3
Section 11.19. Original Class B-4 Fractional Interest........................3
Section 11.20. Original Class B-5 Fractional Interest........................3
Section 11.21. Closing Date..................................................3
Section 11.22. Right to Purchase.............................................3
Section 11.23. Wire Transfer Eligibility.....................................3
Section 11.24. Single Certificate............................................3
Section 11.25. Servicing Fee Rate............................................3
Section 11.26. Master Servicing Fee Rate.....................................4
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1998-27 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage in Locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage from Frederick, Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of
the Internal Revenue Code of 1986, as
amended, and for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of October 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.
Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates and (ii) the principal portion of all
Realized Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the month preceding such
Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (y) the principal portion of any
<PAGE>
Realized Loss (other than a Debt Service Reduction) incurred on such Mortgage
Loan from the Cut-Off Date through the end of the month preceding such
Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance and Class B Principal Balance as of
the related Determination Date and (B) the sum of (i) the sum of the Class A
Principal Balance and Class B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a) for such Distribution Date without regard to the
provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution Date,
the aggregate amount distributable to the Classes of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a) on
such Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
all the Classes of Class A Certificates.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution
Date, the aggregate amount of Foreclosure Profits with respect to
all of the Mortgage Loans.
Agreement: This Pooling and Servicing Agreement and all
amendments and supplements hereto.
<PAGE>
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent
appointed by the Trustee pursuant to Section 8.11. There shall
initially be no Authenticating Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution Date,
the sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as
amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000 minus the aggregate amount of Bankruptcy Losses allocated solely to the
Class B Certificates in accordance with Section 4.02(a) since the Cut-Off Date.
As of any Distribution Date on or after the first anniversary of the Cut-Off
Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss Amount
calculated as of the close of business on the Business Day immediately preceding
the most recent anniversary of the Cut-Off Date coinciding with or preceding
such Distribution Date (the "Relevant Anniversary") and (b) such lesser amount
which, as determined on the Relevant Anniversary will not cause any rated
Certificates to be placed on credit review status (other than for possible
upgrading) by either Rating Agency minus (2) the aggregate amount of Bankruptcy
Losses allocated solely to the Class B Certificates in accordance with Section
4.02(a) since the Relevant Anniversary. On and after the Cross-Over Date the
Bankruptcy Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency
<PAGE>
(directly or as an indirect participant, in accordance with the rules of such
Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates,
beneficial ownership and transfers of which shall be evidenced by, and made
through, book entries by the Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or
Class B Certificates.
Certificate Account: The trust account established and
maintained by the Master Servicer in the name of the Master Servicer
on behalf of the Trustee pursuant to Section 3.01. The Certificate
Account shall be an Eligible Account.
Certificate Register and Certificate Registrar:
Respectively, the register maintained pursuant to and the registrar
provided for in Section 5.02. The initial Certificate Registrar is
the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except
for variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1
Certificates, Class A-PO Certificates or Class A-R Certificate.
Class A Certificateholder: The registered holder of a
Class A Certificate.
Class A Distribution Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-PO Certificates), the
amount distributable to such Class of Class A Certificates pursuant to
Paragraphs first, second and third clause (A) of Section 4.01(a). As to any
Distribution Date and the Class A-PO Certificates, the amount distributable to
the Class A-PO Certificates pursuant to Paragraphs third clause (B) and fourth
of Section 4.01(a) on such Distribution Date.
<PAGE>
Class A Fixed Pass-Through Rate: As to any Distribution
Date, the rate per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-PO Certificates), the
percentage calculated by dividing the Interest Accrual Amount of such Class
(determined without regard to clause (ii) of the definition thereof) by the
Class A Interest Accrual Amount (determined without regard to clause (ii) of the
definition of each Interest Accrual Amount).
Class A Interest Shortfall Amount: As to any Distribution Date and
any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
Class A Loss Denominator: As to any Determination Date,
an amount equal to the Class A Non-PO Principal Balance.
Class A Loss Percentage: As to any Determination Date and any Class
of Class A Certificates (other than the Class A-PO Certificates) then
outstanding, the percentage calculated by dividing the Principal Balance of such
Class by the Class A Loss Denominator (determined without regard to any such
Principal Balance of any Class of Class A Certificates not then outstanding), in
each case determined as of the preceding Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfalls and (iii) the Class A Non-PO
Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y)
the sum of:
(i) the Class A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
<PAGE>
(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan.
Class A Non-PO Principal Balance: As of any date, an amount equal to
the Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution
Date will be equal to the amount distributed pursuant to priority third clause
(A) of the Pool Distribution Amount Allocation, in an aggregate amount up to the
Class A Non-PO Optimal Principal Amount.
Class A Pass-Through Rate: As to the Class A-1 and Class A-R
Certificates, the Class A Fixed Pass-Through Rate. The Class A-PO Certificates
are not entitled to interest and have no Class A Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on or
prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in October 2003, 100%. As to any Distribution
Date subsequent to October 2003 to and including the Distribution Date in
October 2004, the Class A Percentage as of such Distribution Date plus 70% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to October 2004 to and including the Distribution Date in
October 2005, the Class A Percentage as of such Distribution Date plus 60% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to October 2005 to and including the Distribution Date in
October 2006, the Class A Percentage as of such Distribution Date plus 40% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to October 2006 to and including the Distribution Date in
October 2007, the Class A Percentage as of such Distribution Date plus 20% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to October 2007, the Class A Percentage as of such Distribution
Date. The
<PAGE>
foregoing is subject to the following: (i) if the aggregate distribution to
Holders of Class A Certificates on any Distribution Date of the Class A
Prepayment Percentage provided above of (a) Unscheduled Principal Receipts
distributable on such Distribution Date would reduce the Class A Non-PO
Principal Balance below zero, the Class A Prepayment Percentage for such
Distribution Date shall be the percentage necessary to bring the Class A Non-PO
Principal Balance to zero and thereafter the Class A Prepayment Percentage shall
be zero and (ii) if the Class A Percentage as of any Distribution Date is
greater than the Original Class A Percentage, the Class A Prepayment Percentage
for such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Class A Prepayment Percentage described in the second
through sixth sentences of this definition of Class A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Class A Prepayment Percentage for such Distribution Date will be determined
in accordance with the applicable provision, as set forth in the first through
fifth sentences above, which was actually used to determine the Class A
Prepayment Percentage for the Distribution Date occurring in the October
preceding such Distribution Date (it being understood that for the purposes of
the determination of the Class A Prepayment Percentage for the current
Distribution Date, the current Class A Percentage and Subordinated Percentage
shall be utilized). In order for the reduction referred to in the second through
sixth sentences to be applicable, with respect to any Distribution Date (a) the
average outstanding principal balance on such Distribution Date and for the
preceding five Distribution Dates on the Mortgage Loans that were delinquent 60
days or more (including for this purpose any payments due with respect to
Mortgage Loans in foreclosure and REO Mortgage Loans) must be less than 50% of
the current Class B Principal Balance and (b) cumulative Realized Losses shall
not exceed (1) 30% of the Original Class B Principal Balance if such
Distribution Date occurs between and including November 2003 and October 2004
(2) 35% of the Original Class B Principal Balance if such Distribution Date
occurs between and including November 2004 and October 2005, (3) 40% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including November 2005 and October 2006, (4) 45% of the Original Class B
Principal Balance if such Distribution Date occurs between and including
November 2006 and October 2007, and (5) 50% of the Original Class B Principal
Balance if such Distribution Date occurs during or after November 2007. With
respect to any Distribution Date on which the Class A Prepayment Percentage is
reduced below the Class A Prepayment Percentage for the prior Distribution Date,
the Master Servicer shall certify to the Trustee, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
Class A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class A-1 Certificates, Class A-PO
Certificates and Class A-R Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
Class of Class A Certificates, the amount, if any, by which the aggregate of the
Class A Interest Shortfall Amounts for such Class for prior Distribution Dates
is in excess of the amounts distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a).
<PAGE>
Class A-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-1 and Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a
Class A-1 Certificate.
Class A-PO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of
a Class A-PO Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum as to each Outstanding
Mortgage Loan, of the product of (x) the PO Fraction with respect to
such Mortgage Loan and (y) the sum of
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of
Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by the Seller during such preceding month pursuant to Section
2.02 or 2.03;
<PAGE>
(iv) the excess of the unpaid principal balance of such Mortgage Loan
substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
the applicable Servicer, the Master Servicer or the Trustee in respect of
such defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of
the Class A-R Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a
Class B Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
Class B Interest Percentage: As to any Distribution Date and any
Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: As to any Determination Date and any Class
of Class B Certificates then outstanding, the percentage calculated by dividing
the Principal Balance of such Class B by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Pass-Through Rate: As to any Distribution Date,
6.250% per annum.
<PAGE>
Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a
Class B-1 Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
<PAGE>
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph
<PAGE>
seventh of Section 4.01(a) and (B) as a result of a Principal Adjustment and (b)
the Realized Losses allocated through such Determination Date to the Class B-1
Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of
the preceding Distribution Date less the Class A Principal Balance as of such
Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a
Class B-2 Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal
<PAGE>
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
the applicable Servicer, the Master Servicer or the Trustee in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a
Class B-3 Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A)
<PAGE>
the Class B-3 Optimal Principal Amount calculated as described in the preceding
provisions and (B) the Adjusted Principal Balance for the Class B-3
Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-3 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a
Class B-4 Certificate.
<PAGE>
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum
<PAGE>
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Percentage for such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-4 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a
Class B-5 Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a).
<PAGE>
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal
<PAGE>
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Prepayment Percentage for such
Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a
Class B-6 Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such
<PAGE>
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in
<PAGE>
accordance with the provisions of Section 4.01(d)(i), the Class B-6 Percentage
for such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)
and (b) the Realized Losses allocated through such Determination Date to the
Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool
Amount as of the preceding Distribution Date less the Class A Principal Balance,
the Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).
Clearing Agency: An organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange
Act of 1934, as amended. The initial Clearing Agency shall be The
Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the
Certificates, as set forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal
Balance for such Distribution Date and (b) the Available Master Servicing
Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit
housing corporations.
Corporate Trust Office: The principal office of the Trustee, at
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this instrument is located at 230
South Tryon Street, Charlotte, North Carolina 28288.
<PAGE>
Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled
Principal Receipt Period is the Mid-Month Receipt
Period and such Unscheduled Principal Receipt is
received by the Servicer on or after the
Determination Date in the month preceding the
month of such Distribution Date but prior to the
first day of the month of such Distribution Date,
the amount of interest that would have accrued at
the Net Mortgage Interest Rate on the amount of
such Unscheduled Principal Receipt from the day of
its receipt or, if earlier, its application by the
Servicer through the last day of the month
preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled
Principal Receipt Period is the Prior Month
Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the
month preceding the month of such Distribution
Date, the amount of interest that would have
accrued at the Net Mortgage Interest Rate on the
amount of such Unscheduled Principal Receipt from
the day of its receipt or, if earlier, its
application by the Servicer through the last day
of the month in which such Unscheduled Principal
Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the
<PAGE>
Principal Balances of the Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Certificates by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a
Mortgagor which is not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trustee, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 8.13, or its
successor in interest under the Custodial Agreement. The Custodian may (but need
not) be the Trustee or any Person directly or indirectly controlling or
controlled by or under common control of the Trustee. Neither a Servicer, nor
the Seller nor the Master Servicer nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Cut-Off Date: The first day of the month of initial
issuance of the Certificates as set forth in Section 11.02.
<PAGE>
Cut-Off Date Aggregate Principal Balance: The aggregate
of the Cut-Off Date Principal Balances of the Mortgage Loans is as
set forth in Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
DCR: Duff & Phelps Credit Rating Co., or its successor
in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face
of each Certificate representing the principal portion of the
Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net
Mortgage Interest Rate of less than 6.250%.
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
<PAGE>
of such parent holding company) at the time of deposit therein are rated at
least "AA" (or the equivalent) by each of the Rating Agencies, (ii) the deposits
in which are fully insured by the FDIC through either the Bank Insurance Fund or
the Savings Association Insurance Fund, (iii) the deposits in which are insured
by the FDIC through either the Bank Insurance Fund or the Savings Association
Insurance Fund (to the limit established by the FDIC) and the uninsured deposits
in which accounts are otherwise secured, as evidenced by an Opinion of Counsel
delivered to the Trustee, such that the Trustee, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as a REMIC or
result in the imposition of any federal tax on the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the 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
<PAGE>
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).
<PAGE>
Errors and Omissions Policy: As defined in each of the
Servicing Agreements.
Event of Default: Any of the events specified in
Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss
represented by the ratio of (a) the excess of the Aggregate Current Bankruptcy
Losses over the then-applicable Bankruptcy Loss Amount, divided by (b) the
Aggregate Current Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy
Loss occurring with respect to a Mortgage Loan on or after the Cross-Over Date
will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized in the month preceding the
month of such Distribution Date, (i) if the Aggregate Current Fraud Losses with
respect to such Distribution Date exceed the then-applicable Fraud Loss Amount,
then the portion of such Fraud Loss represented by the ratio of (a) the excess
of the Aggregate Current Fraud Losses over the then-applicable Fraud Loss
Amount, divided by (b) the Aggregate Current Fraud Losses, or (ii) if the
Aggregate Current Fraud Losses with respect to such Distribution Date are less
than or equal to the then-applicable Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced in locations other than Frederick, Maryland under the Norwest Servicing
Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a
<PAGE>
substitution pursuant to Section 2.02, which Mortgage Loan is serviced in
Frederick, Maryland under the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-3 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any
successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or
any successor thereto.
Fidelity Bond: As defined in each of the Servicing
Agreements.
Final Distribution Date: The Distribution Date on which
the final distribution in respect of the Certificates is made
pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
the Class A-1, Class A-PO, Class A-R, Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates is November 25, 2013 which corresponds
to the "latest possible maturity date" for purposes of Section 860G(a)(1) of the
Internal Revenue Code of 1986, as amended.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.250%,
(b) the Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus the sum of (i) 6.250%, (ii) the Servicing Fee Rate
and (iii) the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
Foreclosure Profits: As to any Distribution Date, the excess, if
any, of (i) Net Liquidation Proceeds in respect of each Mortgage Loan that
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date over (ii) the sum of the unpaid principal balance of each such Liquidated
Loan plus accrued and unpaid interest at the applicable Mortgage Interest Rate
on the unpaid principal balance thereof from the Due Date to which interest was
last paid by the Mortgagor (or, in the case of a Liquidated Loan that had been
an REO Mortgage Loan, from the Due Date to which interest was last deemed to
have been paid) to the first day of the month in which such Distribution Date
occurs.
<PAGE>
Fraud Loss: A Liquidated Loan Loss as to which there
was fraud in the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $7,377,005.88 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation
Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer
pursuant to any Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance
Policy covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class A-PO Certificates), (i) the
product of (a) 1/12th of the Class A Pass-Through Rate for such Class and (b)
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class A Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class A Certificates
with respect to such Distribution Date, (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the
<PAGE>
Class A Certificates with respect to such Distribution Date pursuant to Section
4.02(e) and (z) the interest portion of any Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
allocated to the Class A Certificates on or after the Cross-Over Date pursuant
to Section 4.02(e). The Class A-PO Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of (x) any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class B Certificates with respect to such Distribution
Date pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
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
<PAGE>
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Master Servicer: Norwest Bank Minnesota, National
Association, or its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section
11.26.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Month End Interest: As defined in each Servicing
Agreement.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage
Note and/or Mortgage riders required when the Mortgaged Property is a
condominium unit or a unit in a planned unit development.
<PAGE>
Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1, F-2 and F-3, which list may be amended following the
Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Section
2.02 or 2.03 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii)whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P. Mortgage Loan;
(xv) the Master Servicing Fee;
(xvi) Fixed Retained Yield, if applicable; and
(xvii) for each Exhibit F-3 Mortgage Loan, the name of the Servicer
with respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned
to the Trustee on the Closing Date pursuant to Section 2.01 and any mortgage
loans substituted
<PAGE>
therefor pursuant to Section 2.02 or 2.03, in each case as from time to time are
included in the Trust Estate as identified in the Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage,
which may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount, if
any, by which (i) Aggregate Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses with respect to such
Distribution Date.
Net Liquidation Proceeds: As to any defaulted Mortgage
Loan, Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the Servicing Fee Rate, as set forth in Section 11.25 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO
Proceeds net of any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.250%.
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
<PAGE>
Certificate of the Master Servicer delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance and the Class B Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal Balance
and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
Norwest Mortgage: Norwest Mortgage, Inc., or its
successor in interest.
Norwest Mortgage Correspondents: The entities listed on
the Mortgage Loan Schedule, from which Norwest Mortgage purchased
the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for
the servicing of the Exhibit F-1 Mortgage Loans and Exhibit F-2 Mortgage Loans
initially by Norwest Mortgage.
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or fifth sentences of the
definition of Principal
<PAGE>
Balance or (b) the Principal Balance of a Class of Class B Certificates with a
lower numerical designation would be reduced with respect to such Distribution
Date as a result of the application of clause (ii) of the definition of Class
B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance,
Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal
Balance.
Original Class A Percentage: The Class A Percentage as
of the Cut-Off Date, as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the Original
Principal Balances of the Class A-1 and Class A-R Certificates, as set forth in
Section 11.06.
Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.14.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.17.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-3
Fractional Interest is specified in Section 11.18.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-4 Fractional Interest is specified in Section
11.19.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the sum of the
<PAGE>
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-5 Fractional Interest is specified in Section
11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.15.
Original Subordinated Percentage: The Subordinated Percentage as of
the Cut-Off Date, as set forth in Section 11.07.
<PAGE>
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the
Norwest Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
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 of a
Class, the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the Original Principal Balance of such
Class of Class A Certificates. With respect to a Class B Certificate of a Class,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the 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
<PAGE>
Service Reductions or reductions in the amount of interest collectable from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations then in effect) on the Mortgage
Loans, that (x) were delinquent as of the close of business on the related
Determination Date, (y) were not the subject of a previous Periodic Advance by
such Servicer or of a Periodic Advance by the Master Servicer or the Trustee, as
the case may be and (z) have not been determined by the Master Servicer, such
Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum
of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Holders of the Certificates on such
Distribution Date, which shall be the sum of (i) all previously undistributed
payments or other receipts on account of principal and interest on or in respect
of the Mortgage Loans (including, without limitation, the proceeds of any
repurchase of a Mortgage Loan by the Seller and any Substitution Principal
Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trustee pursuant to Section 3.03 and (iii) all
other amounts required to be placed in the Certificate Account by the Servicer
on or before the applicable Remittance Date or by the Master Servicer or the
Trustee on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trustee has made one or more
unreimbursed Periodic Advances;
<PAGE>
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal
Receipt, and all related
payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following
the Due Date in the month in which such Distribution Date occurs and the
difference between the unpaid principal balance of such Mortgage Loan
substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs and the unpaid principal
balance of such defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes of the Class A
or Class B Certificates pursuant to Section 4.02 other than Recoveries
covered by the last sentence of Section 4.02(d).
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
<PAGE>
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.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class.
Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates, the Original Principal Balance of such Class. As
of any subsequent Determination Date prior to the Cross-Over Date and as to any
Class of Class A Certificates (other than the Class A-PO Certificates), the
Original Principal Balance of such Class less the sum of (a) all amounts
previously distributed in respect of such Class on prior Distribution Dates (i)
pursuant to Paragraph third clause (A) of Section 4.01(a) and (ii) as a result
of a Principal Adjustment, and (b) the Realized Losses allocated through such
Determination Date to such Class pursuant to Section 4.02(b). After the
Cross-Over Date, each such Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A Loss
Percentage of such Class and the excess, if any, of (i) the Class A Non-PO
Principal Balance as of such Determination Date without regard to this sentence
over (ii) the difference between (A) the Adjusted Pool Amount for the preceding
Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over Date
and as to the Class A-PO Certificates, the Original Principal Balance of such
Class less the sum of (a) all amounts previously distributed in respect of the
Class A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, such Principal Balance will also be
reduced on each Determination Date by an amount equal to the difference, if any,
between
<PAGE>
such Principal Balance as of such Determination Date without regard to this
sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each
Distribution Date, the calendar month preceding the month in which
such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under
Section 860F of the Code.
Prudent Servicing Practices: The standard of care set
forth in each Servicing Agreement.
Rate Determination Date: As to any Distribution Date, the second
LIBOR Business Day preceding the Distribution Date in the month preceding the
month in which such Distribution Date occurs.
Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates and Class B-1
Certificates are DCR and S&P. The Rating Agency for the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates is DCR. If any such agency or a successor
is no longer in existence, "Rating Agency" shall be such statistical credit
rating agency, or other comparable Person, designated by the Seller, notice of
which designation shall be given to the Trustee and the Master Servicer.
References herein to the highest short-term rating category of a Rating Agency
shall mean D-1+ in the case of DCR and A-1+ in the case of S&P and in the case
of any other Rating Agency shall mean its equivalent of such ratings. References
herein to the highest long-term rating categories of a Rating Agency shall mean
AAA and in the case of any other Rating Agency shall mean its equivalent of such
rating without any plus or minus.
Realized Losses: With respect to any Distribution Date,
(i) Liquidated Loan Losses (including Special Hazard Losses and
Fraud Losses) and (ii) Bankruptcy Losses incurred in the month
preceding the month of such Distribution Date.
Record Date: The last Business Day of the month
preceding the month of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
<PAGE>
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as
defined in Code Section 860D. "The REMIC" means the REMIC
constituted by the Trust Estate.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing
Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in
substantially the form attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, 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.
S&P: Standard & Poor's, or its successor in interest.
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
<PAGE>
applicable type of Unscheduled Principal Receipt related to the Distribution
Date occurring in the month preceding such Distribution Date, (B) Deficient
Valuations incurred prior to such Due Date and (C) the payment of principal due
on such Due Date and irrespective of any delinquency in payment by the related
Mortgagor. Accordingly, the Scheduled Principal Balance of a Mortgage Loan which
becomes a Liquidated Loan at any time through the last day of such related
Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its
successor in interest.
Senior Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the
Servicing Agreements.
Servicers: Each of Norwest Mortgage, National City Mortgage Company,
Countrywide Home Loans, Inc., Home Side Lending, Banc One Mortgage Corporation,
FT Mortgage Companies, Bank of Oklahoma, N.A., The Huntington Mortgage Company,
SunTrust Mortgage, Inc., Columbia Equities, Ltd., Home Side Lending, Farmers
State Bank & Trust Company of Superior, Hibernia National Bank, and Brenton
Mortgage, Inc.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined
in its Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as
set forth in Section 11.25.
Servicing Officer: Any officer of a Servicer involved
in, or responsible for, the administration and servicing of the
Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that
evidences the smallest permissible Denomination for such Class, as
set forth in Section 11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
<PAGE>
(2) infidelity, conversion or other dishonest act on the part of
the Trustee or the Servicer or any of their agents or
employees; or
(3) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues; or (ii) any Liquidated
Loan Loss suffered by the Trust Estate arising from or related to the presence
or suspected presence of hazardous wastes or hazardous substances on a Mortgaged
Property unless such loss to a Mortgaged Property is covered by a hazard policy
or a flood insurance policy maintained in respect of such Mortgaged Property
pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $3,940,981.50 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trustee. On and after the
Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Class A
Percentage for such date.
Subordinated Prepayment Percentage: As to any
Distribution Date, the percentage which is the difference between
100% and the Class A Prepayment Percentage for such date.
<PAGE>
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was
originated by Norwest Mortgage or an affiliate thereof in connection
with the "Title Option Plus" program and which is not covered by a
title insurance policy. Each T.O.P. Mortgage Loan shall be
identified as such in the Mortgage Loan Schedule.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), 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
with its principal office located in Charlotte, North Carolina, or any successor
trustee appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Unpaid
Interest Shortfalls, the Class B-1 Unpaid Interest Shortfall, the
Class B-2 Unpaid Interest Shortfall, the Class B-3 Unpaid Interest
Shortfall, the Class B-4 Unpaid Interest Shortfall, the Class B-5
Unpaid Interest Shortfall and the Class B-6 Unpaid Interest
Shortfall.
Unscheduled Principal 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.
<PAGE>
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal to the ratio
obtained by dividing the Principal Balance of such Class by the sum of the Class
A Principal Balance and the Class B Principal Balance. Each Certificateholder of
a Class will have a Voting Interest equal to the product of the Voting Interest
to which such Class is collectively entitled and the Percentage Interest in such
Class represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class of Certificates
or specified Classes of Certificates, each Certificateholder of a Class will
have a Voting Interest in such Class equal to such Holder's Percentage Interest
in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
SECTION 1.02. ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
<PAGE>
(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 and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trustee or any prior
assignment is in the process of being recorded on the Closing Date, the Seller
shall deliver a copy thereof, certified by Norwest Mortgage or the applicable
Norwest Mortgage Correspondent to be a true and complete copy of the document
sent for recording, and the Seller shall use its best efforts to cause each such
original recorded document or certified copy thereof to be delivered to the
Trustee promptly following its recordation, but in no event later than one (1)
year following the Closing Date. The Seller shall also cause to be delivered to
the Trustee any other original mortgage loan document to be included in the
Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall
pay from its own funds, without any right of reimbursement therefor, the amount
of any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trustee within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trustee the assignment of the Mortgage Loan from the
Seller to the Trustee in a form suitable for recordation, together with an
Opinion of Counsel to the effect that recording is not required to protect the
Trustee's right, title and
<PAGE>
interest in and to the related Mortgage Loan or, in case a court should
recharacterize the sale of the Mortgage Loans as a financing, to perfect a first
priority security interest in favor of the Trustee in the related Mortgage Loan.
In the event that the Master Servicer receives notice that recording is required
to protect the right, title and interest of the Trustee in and to any such
Mortgage Loan for which recordation of an assignment has not previously been
required, the Master Servicer shall promptly notify the Trustee and the Trustee
shall within five Business Days (or such other reasonable period of time
mutually agreed upon by the Master Servicer and the Trustee) of its receipt of
such notice deliver each previously unrecorded assignment to the related
Servicer for recordation.
SECTION 2.02. ACCEPTANCE BY TRUSTEE.
The Trustee acknowledges receipt of the Mortgage Notes, the
Mortgages, the assignments and other documents required to be delivered on the
Closing Date pursuant to Section 2.01 above and declares that it holds and will
hold such documents and the other documents constituting a part of the Owner
Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth,
for the use and benefit of all present and future Certificateholders. The
Trustee agrees, for the benefit of Certificateholders, to review each Owner
Mortgage Loan File within 45 days after execution of this Agreement in order to
ascertain that all required documents set forth in Section 2.01 have been
executed and received and appear regular on their face, and that such documents
relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so
doing the Trustee may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trustee finds any document constituting a part of
an Owner Mortgage Loan File not to have been executed or received or to be
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not
to appear regular on its face, the Trustee shall promptly (and in no event more
than 30 days after the discovery of such defect) notify the Seller, which shall
have a period of 60 days after the date of such notice within which to correct
or cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trustee's notice to it referred to above respecting such defect,
either (i) repurchase the related Mortgage Loan or any property acquired in
respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate less any Fixed Retained Yield through the last day of the
month in which such repurchase takes place or (ii) if within two years of the
Startup Day, or such other period permitted by the REMIC Provisions, substitute
for any Mortgage Loan to which such material defect relates, a new mortgage loan
(a "Substitute Mortgage Loan") having such characteristics so that the
representations and warranties of the Seller set forth in Section 2.03(b) hereof
(other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such Substitute
Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a
Mortgage Interest Rate equal to that of the Mortgage Loan for which it is
substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage
<PAGE>
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;
<PAGE>
(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
<PAGE>
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
<PAGE>
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;
<PAGE>
(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
<PAGE>
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;
(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)
<PAGE>
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
<PAGE>
discovery or its receipt of notice of any such breach, the Seller shall cure
such breach in all material respects or shall either (i) repurchase the Mortgage
Loan or any property acquired in respect thereof from the Trust Estate at a
price equal to (A) 100% of the unpaid principal balance of such Mortgage Loan
plus (B) accrued interest at the Net Mortgage Interest Rate for such Mortgage
Loan through the last day of the month in which such repurchase took place or
(ii) if within two years of the Startup Day, or such other period permitted by
the REMIC Provisions, substitute for such Mortgage Loan in the manner described
in Section 2.02. The purchase price of any repurchase described in this
paragraph and the Substitution Principal Amount, if any, plus accrued interest
thereon and the other amounts referred to in Section 2.02, shall be deposited in
the Certificate Account. It is understood and agreed that the obligation of the
Seller to repurchase or substitute for any Mortgage Loan or property as to which
such a breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders or the Trustee on behalf
of Certificateholders, and such obligation shall survive until termination of
the Trust Estate hereunder.
SECTION 2.04. EXECUTION AND DELIVERY OF CERTIFICATES.
The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Owner Mortgage Loan Files to it, and, concurrently with
such delivery, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate", receipt of which is hereby acknowledged,
Certificates in authorized denominations which evidence ownership of the entire
Trust Estate.
SECTION 2.05. DESIGNATION OF CERTIFICATES; DESIGNATION OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-R Certificate) and the Classes of Class B Certificates
as classes of "regular interests" and the Class A-R Certificate as the single
class of "residual interest" in the REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the REMIC is
November 25, 2013 for purposes of Code Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01. CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements, and shall, in addition, deposit
into the Certificate Account the following amounts, in the case of amounts
specified in clause (i), not later than the Distribution Date on which such
amounts are required to be distributed to Certificateholders and, in the case of
the amounts specified in clause (ii), not later than the Business Day next
following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trustee, if any and any amounts deemed received by the
Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
applicable, any Substitution Principal Amount and any amounts received in
respect of the interest portion of unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
the Trust Estate to fail to qualify as a REMIC while any Certificates are
outstanding. Any amounts deposited in the Certificate Account prior to the
Distribution Date shall be invested for the account of the Master Servicer and
any investment income thereon shall be additional compensation to the Master
Servicer for services rendered under this Agreement. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized.
<PAGE>
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer
for Periodic Advances made by the Master Servicer or the Trustee pursuant
to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement
with respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03, 3.08 or 9.01) respecting which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee
for any Periodic Advances determined in good faith to have become
Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee
(or, in certain cases, the Seller) for expenses incurred by it (including
taxes paid on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Section 3.03(c),
<PAGE>
3.03(d) or 6.03 or the second sentence of Section 8.14(a) or pursuant to
such Servicer's Servicing Agreement, provided such expenses are
"unanticipated" within the meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Liquidation
Proceeds allocable to interest the amount of any unpaid Master Servicing
Fee or Servicing Fee (as adjusted pursuant to the related Servicing
Agreement) and any unpaid assumption fees, late payment charges or other
Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with
respect to a particular Mortgage Loan, the Fixed Retained Yield, if any,
with respect to such Mortgage Loan; provided, however, that with respect
to any payment of interest received by the Master Servicer in respect of a
Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
Proceeds, Insurance Proceeds or otherwise) which is less than the full
amount of interest then due with respect to such Mortgage Loan, only that
portion of such payment of interest that bears the same relationship to
the total amount of such payment of interest as the Fixed Retained Yield
Rate, if any, in respect of such Mortgage Loan bears to the Mortgage
Interest Rate shall be allocated to the Fixed Retained Yield with respect
thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
<PAGE>
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,
including any amount the Master Servicer is required to advance pursuant to the
second sentence of this Section 3.03(a), and (iv) whether the Master Servicer
has determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trustee or Master Servicer shall
be deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will
be obligated to make a Periodic Advance that it reasonably believes to be a
Nonrecoverable Advance. The Trustee may conclusively rely for any determination
to be made by it hereunder upon the determination of the Master Servicer as set
forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the
Trustee that such failure has occurred. Upon receipt of such certification, the
Trustee shall advance such funds and take such steps as are necessary to pay
such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it
<PAGE>
pursuant to Section 3.03(b). The Master Servicer shall diligently pursue
restoration of such amount to the Certificate Account from the related Servicer.
The Master Servicer shall, to the extent it has not already done so, upon the
request of the Trustee, withdraw from the Certificate Account and remit to the
Trustee any amounts to which the Trustee is entitled as reimbursement pursuant
to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.
SECTION 3.04. TRUSTEE TO COOPERATE;
RELEASE OF OWNER MORTGAGE LOAN FILES.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trustee and the Trustee shall, within five Business Days, release
the related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage
<PAGE>
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
such Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer
or such Servicer, as directed by the Master Servicer, court pleadings, requests
for trustee's sale or other documents necessary to the foreclosure or trustee's
sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
SECTION 3.05. REPORTS TO THE TRUSTEE; ANNUAL COMPLIANCE
STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current FNMA monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before
April 30 of each year, a certificate signed by an officer of the Master
Servicer, certifying that (i) such officer has reviewed the activities of the
Master Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best
<PAGE>
of such officer's knowledge, based on a review of the information provided to
the Master Servicer by each Servicer as described in (iii)(A) above, each
Servicer has performed and fulfilled its duties, responsibilities and
obligations under the related Servicing Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such duties, responsibilities or obligations, specifying each such default known
to such officer and the nature and status thereof. Copies of such officers'
certificate shall be provided by the Trustee to any Certificateholder upon
written request provided such certificate is delivered, or caused to be
delivered, by the Master Servicer to the Trustee.
SECTION 3.06. TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
SECTION 3.07. AMENDMENTS TO SERVICING AGREEMENTS, MODIFICATION OF STANDARD
PROVISIONS.
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
<PAGE>
(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
<PAGE>
such Servicer or waive compliance by such Servicer with any provision of such
Servicer's Servicing Agreement if any resulting action or failure to act would
be inconsistent with the requirements of the Rating Agencies that rated the
Certificates or would otherwise have an adverse effect on the
Certificateholders. Any such action or failure to act shall be deemed to have an
adverse effect on the Certificateholders if such action or failure to act either
results in (i) the downgrading of the rating assigned by any Rating Agency to
the Certificates, (ii) the loss by the Trust Estate of REMIC status for federal
income tax purposes or (iii) the imposition of any Prohibited Transaction Tax or
any federal taxes on the REMIC or the Trust Estate. The Master Servicer shall
have full power and authority in its sole discretion to take any action with
respect to the Trust Estate as may be necessary or advisable to avoid the
circumstances specified including clause (ii) or (iii) of the preceding
sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the 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.
<PAGE>
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 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 REMIC.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer
<PAGE>
to the extent provided in the applicable Servicing Agreement to commence or
delay foreclosure proceedings with respect to delinquent Mortgage Loans and will
contain provisions for the deposit of cash by the holder that would be available
for distribution to Certificateholders if Liquidation Proceeds are less than
they otherwise may have been had the Servicer acted in accordance with its
normal procedures.
SECTION 3.09. TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trustee is obligated to make an advance pursuant to Section 3.03 and (ii)
the Trustee provides Norwest Mortgage written notice of the failure to make such
advance and such failure shall continue unremedied for a period of 15 days after
receipt of such notice, the Trustee shall terminate the Norwest Servicing
Agreement without the recommendation of the Master Servicer. The Master Servicer
shall indemnify the Trustee and hold it harmless from and against any and all
claims, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees) arising out of, or assessed against the Trustee in
connection with termination of such Servicing Agreement at the direction of the
Master Servicer. If the Trustee terminates such Servicing Agreement, the Trustee
may enter into a substitute Servicing Agreement with the Master Servicer or, at
the Master Servicer's nomination, with another mortgage loan service company
acceptable to the Trustee, the Master Servicer and each Rating Agency under
which the Master Servicer or such substitute servicer, as the case may be, shall
assume, satisfy, perform and carry out all liabilities, duties, responsibilities
and obligations that are to be, or otherwise were to have been, satisfied,
performed and carried out by such Servicer under such terminated Servicing
Agreement. Until such time as the Trustee enters into a substitute servicing
agreement with respect to the Mortgage Loans previously serviced by such
Servicer, the Master Servicer shall assume, satisfy, perform and carry out all
obligations which otherwise were to have been satisfied, performed and carried
out by such Servicer under its terminated Servicing Agreement. However, in no
event shall the Master Servicer be deemed to have assumed the obligations of a
Servicer to advance payments of principal and interest on a delinquent Mortgage
Loan in excess of the Master Servicer's independent Periodic Advance obligation
under Section 3.03 of this Agreement. As compensation for the Master Servicer of
any servicing obligations fulfilled or assumed by the Master Servicer, the
Master Servicer shall be entitled to any servicing compensation to which a
Servicer would have been entitled if the Servicing Agreement with such Servicer
had not been terminated.
<PAGE>
SECTION 3.10. APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11. 1934 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class A-PO Certificates) and the Class B-1, Class B-2 and Class
B-3 Certificates pursuant to the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01. DISTRIBUTIONS.
(a) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates, pro rata, based upon
their respective Interest Accrual Amounts, in an aggregate amount up to the
Class A Interest Accrual Amount with respect to such Distribution Date;
second, to the Classes of Class A Certificates, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls, in an aggregate amount up
to the Aggregate Class A Unpaid Interest Shortfall;
third, concurrently, pro rata, to the Class A Certificates (other
than the Class A-PO Certificates), based on the Class A Non-PO Optimal Principal
Amount, and the Class A-PO Certificates, based on the Class A-PO Optimal
Principal Amount, (A) to the Classes of Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such Classes
in accordance with Section 4.01(b) or Section 4.01(c), as applicable, and (B) to
the Class A-PO Certificates in an amount up to the Class A-PO Optimal Principal
Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount, but only from amounts otherwise distributable (without
regard to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second, below, second to the Class B-5 Certificates pursuant to
Paragraph nineteenth, below, third to the Class B-4 Certificates pursuant to
Paragraph sixteenth, below, fourth to the Class B-3 Certificates pursuant to
Paragraph thirteenth, below, fifth to the Class B-2 Certificates pursuant to
Paragraph tenth below, and sixth to the Class B-1 Certificates pursuant to
Paragraph seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such Distribution
Date;
sixth, to the Class B-1 Certificates in an amount up to
the Class B-1 Unpaid Interest Shortfall;
<PAGE>
seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-1 Certificates pursuant to this Paragraph seventh will be reduced
by the amount, if any, that would have been distributable to the Class B-1
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to
the Class B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-2 Certificates pursuant to this Paragraph tenth will be reduced
by the amount, if any, that would have been distributable to the Class B-2
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to such
Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up
to the Class B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to such
Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up
to the Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph sixteenth
will be reduced by the amount, if any, that would have been distributable to the
Class B-4 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;
<PAGE>
eighteenth, to the Class B-5 Certificates in an amount
up to the Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to such
Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount
up to the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate.
Notwithstanding the foregoing, after the Principal Balance of any
Class (other than the Class A-R Certificate) has been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-R
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their outstanding Principal Balances.
(b) On each Distribution Date occurring prior to the Cross-Over
Date, the Class A Non-PO Principal Distribution Amount will be allocated
among and distributed in reduction of the Principal Balances of the
Classes of Class A Certificates (other than the Principal Balance of the
Class A-PO Certificates) in accordance with the following priorities:
first, to the Class A-R Certificate, until the Principal
Balance thereof has been reduced to zero; and
<PAGE>
second, to the Class A-1 Certificates, until the Principal Balance
thereof has been reduced to zero.
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, the Class A Non-PO Principal
Distribution Amount shall be distributed among the Classes of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Principal Balances without regard to either the
proportions or the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal Balance
is greater than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions of
principal; or
(B) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal Balance
is greater than zero, the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of principal;
or
(C) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal Balance
is greater than zero, the Class B-4, Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal Balance
is greater than zero, the Class B-5 and Class B-6 Certificates shall not
be eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than the
Original Class B-5 Fractional Interest and the Class B-5 Principal Balance
is greater than zero, the Class B-6 Certificates shall not be eligible to
receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the
<PAGE>
remaining Classes of Class B Certificates will be recomputed substituting for
the Subordinated Prepayment Percentage and Subordinated Percentage in such
computations the difference between (A) the Subordinated Prepayment Percentage
or Subordinated Percentage, as the case may be, and (B) the percentages
determined in accordance with the preceding sentence necessary to bring the
Principal Balances of the affected Classes of Class B Certificates to zero;
provided, however, that if the Principal Balances of all the Classes of Class B
Certificates eligible to receive distributions of principal shall be reduced to
zero on such Distribution Date, the Class B Prepayment Percentage and the Class
B Percentage of the Class of Class B Certificates with the lowest numerical
Class designation which would otherwise be ineligible to receive distributions
of principal in accordance with this Section shall equal the remainder of the
Subordinated Prepayment Percentage for such Distribution Date minus the sum of
the Class B Prepayment Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, and the remainder of the
Subordinated Percentage for such Distribution Date minus the sum of the Class B
Percentages of the Classes of Class B Certificates having lower numerical Class
designations, if any, respectively. Any entitlement of any Class of Class B
Certificates to principal payments solely pursuant to this clause (ii) shall not
cause such Class to be regarded as being eligible to receive principal
distributions for the purpose of applying the definition of its Class B
Percentage or Class B Prepayment Percentage.
(e) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to Certificateholders
or in the last paragraph of this Section 4.01(e) respecting the final
distribution in respect of any Class) either in immediately available funds by
wire transfer to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder holds
Certificates having a Denomination at least equal to that specified in Section
11.23, and has so notified the Master Servicer or, if applicable, the Paying
Agent at least seven Business Days prior to the Distribution Date or, if such
Holder holds Certificates having, in the aggregate, a Denomination less than the
requisite minimum Denomination or if such Holder holds the Class A-R Certificate
or has not so notified the Paying Agent, by check mailed to such Holder at the
address of such Holder appearing in the Certificate Register, such Holder's
share of the Class A Distribution Amount with respect to each Class of Class A
Certificates and the Class B Distribution Amount with respect to each Class of
Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-R Certificate) or the Principal Balance of any Class of
Class B Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the 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
<PAGE>
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).
(f) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation, partnership (except to the extent provided in applicable
Treasury regulations) or other entity created or organized in or under the laws
of the United States or any political subdivision thereof, an estate that is
subject to United States federal income tax regardless of the source of its
income or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S.
Persons).
SECTION 4.02. ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6
Principal Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class
B-5 Principal Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4
Principal Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class
B-3 Principal Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2
Principal Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1
Principal Balance has been reduced to zero; and
<PAGE>
seventh, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and Class A-PO Certificates, pro rata, based on the
Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date among the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Classes of Class A Certificates or any Classes of Class B
Certificates, each outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect to the Class A-PO
Certificates, based on the PO Fraction of such Mortgage Loan and, with respect
to the Class A Certificates (other than the Class A-PO Certificates) and Class B
Certificates, based on their pro rata share of the Non-PO Fraction of such
Mortgage Loan) of such Recovery up to the amount of such Realized Loss
previously allocated to such Class on the Distribution Date in the month
following the month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero, such Class shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such Recovery allocated to each outstanding
Class in accordance with the preceding provisions, each outstanding Class shall
be entitled to its pro rata share (determined as described above) of such excess
up to the amount of any unrecovered Realized Loss previously allocated to such
Class. Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery occurs within two years of the realization of such
loss and (i) is the result of an event that would have given rise to the
repurchase of the related Mortgage Loan by the Seller pursuant to Section 2.02
or 2.03, or (ii) represents in whole or part funds which the applicable Servicer
had received in respect of a
<PAGE>
Liquidated Loan but failed to remit to the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan, such Recovery may, at the sole discretion of the Master
Servicer, be treated as a repurchase or an Unscheduled Principal Receipt with
respect to such Mortgage Loan, as the case may be, the Realized Loss previously
recognized may be reversed and treated for all subsequent purposes as if it had
never occurred and the Master Servicer may make such adjustments to interest or
principal distributions on the Certificates and to the principal balances of the
Certificates as the Master Servicer in its good faith judgment and sole
discretion deems necessary or desirable to effectuate the reversal of the
Realized Loss and the treatment of such amount as a repurchase or as an
Unscheduled Principal Receipt, as the case may be; provided that such actions do
not result in the aggregate distributions made in respect of each Class of
Certificates whose principal balances were previously reduced as a result of
such Realized Loss being less than such Class would have received if such
Recovery had been deposited in the Certificate Account on or prior to the
Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i) the
Class A Certificates and (ii) the Class B Certificates, pro rata based on the
Class A Interest Accrual Amount and the Class B Interest Accrual Amount for the
related Distribution Date, without regard to any reduction pursuant to this
sentence. Any such loss allocated to the Class A Certificates shall be allocated
among the outstanding Classes of Class A Certificates based on their Class A
Interest Percentages. Any such loss allocated to the Class B Certificates will
be allocated among the outstanding Classes of Class B Certificates based on
their Class B Interest Percentages. In addition, after the Class B Principal
Balance has been reduced to zero, the interest portion of Realized Losses (other
than Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses) will be allocated among the outstanding Classes of Class A Certificates
based on their Class A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated on the Determination Date in the second month following the
month in which such loss was incurred with respect to the preceding Distribution
Date.
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:
<PAGE>
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master Servicer in
remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all amounts
held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
SECTION 4.04. STATEMENTS TO CERTIFICATEHOLDERS;
REPORT TO THE TRUSTEE AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(e), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
<PAGE>
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Class A Interest Distribution Amount allocated to each Class of Class A
Certificates, (c) any Class A Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trustee pursuant to the Servicing Agreements or this
Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any,
allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO Portion),
the Pool Scheduled Principal Balance of the Mortgage Loans for such
Distribution Date and the aggregate Scheduled Principal Balance of the
Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage Loans
serviced by Norwest Mortgage and, collectively, by the Other Servicers as
of such Distribution Date;
<PAGE>
(x) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses allocated
as of such Distribution Date and the amount of such Realized Losses
constituting Excess Special Hazard Losses, Excess Fraud Losses or Excess
Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of Class
B Certificates has been reduced as a result of Realized Losses allocated
as of such Distribution Date;
<PAGE>
(xxi) the unpaid principal balance of any Mortgage Loan as to which
the Servicer of such Mortgage Loan has determined not to foreclose because
it believes the related Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master Servicing
Fees paid (and not previously reported) with respect to the related
Distribution Date and the amount by which the aggregate Available Master
Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount, if any; and
(xxiv) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trustee, any Paying Agent and the Seller (the information in such statement to
be made available to Certificateholders by the Master Servicer on written
request) setting forth the Class A Distribution Amount with respect to each
Class of Class A Certificates and the Class B Distribution Amount with respect
to each Class of Class B Certificates. 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.
<PAGE>
In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
SECTION 4.05. REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE
SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06. CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates or the allocation of losses to the Certificates,
the interpretation of such provisions and any actions taken by the Master
Servicer in good faith to implement such interpretation shall be binding upon
Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
SECTION 5.01. THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-R
Certificate, integral multiples of $1,000 in excess thereof (except, if
necessary, for one Certificate of each Class (other than the Class A-R
Certificate) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class to
equal the aggregate Original Principal Balance of such Class, as the case may
be), and shall be substantially in the respective forms set forth as Exhibits
A-1, A-PO, A-R, B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse side of
Certificates) hereto. On original issue the Certificates shall be executed and
delivered by the 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 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 Seller 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
<PAGE>
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.
<PAGE>
SECTION 5.02. REGISTRATION OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trustee or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the Trustee or the Seller may, if such transfer is to be made within
three years after the later of (i) the date of the initial sale of Certificates
or (ii) the last date on which the Seller or any affiliate thereof was a Holder
of the Certificates proposed to be transferred, require a Class A-PO, Class B-4,
Class B-5 or Class B-6 Certificateholder to
<PAGE>
deliver a written Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller, to the effect that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from said Act and laws or is being made pursuant to said Act and
laws, which Opinion of Counsel shall not be an expense of the Trustee, the
Seller or the Master Servicer, and (ii) the Trustee shall require the transferee
(other than an affiliate of the Seller on the Closing Date) to execute an
investment letter in the form of Exhibit J hereto certifying to the Seller and
the Trustee the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee, the Seller or the Master Servicer. The Holder
of a Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Seller, the Master Servicer and any Paying Agent acting on behalf of the Trustee
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws. Neither the Seller nor the
Trustee is under an obligation to register the Class A-PO, Class B-4, Class B-5
or Class B-6 Certificates under said Act or any other securities law.
(c) No transfer of a Class A-PO or Class B Certificate shall be made
(other than the transfer of the Class A-PO Certificates to an affiliate of the
Seller on the Closing Date) unless the Trustee shall have received (i) a
representation letter from the transferee in the form of Exhibit J hereto, in
the case of a Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate, or in
the form of Exhibit K hereto, in the case of a Class B-1, Class B-2 or Class B-3
Certificate, to the effect that either (a) such transferee is not an employee
benefit plan or other retirement arrangement subject to Title I of ERISA or Code
Section 4975, or a governmental plan, as defined in Section 3(32) of ERISA,
subject to any federal, state or local law ("Similar Law") which is to a
material extent similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan") and is not a person acting on behalf of or using the
assets of any such Plan, which representation letter shall not be an expense of
the Trustee, the Seller or the Master Servicer or (b) with respect to the Class
B Certificates only, if such transferee is an insurance company, (A) the source
of funds used to purchase the Class B Certificate is an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12,
1995)), (B) there is no Plan with respect to which the amount of such general
account's reserves and liabilities for the contract(s) held by or on behalf of
such Plan and all other Plans maintained by the same employer (or affiliate
thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee
organization exceeds 10% of the total of all reserves and liabilities of such
general account (as such amounts are determined under Section I(a) of PTE 95-60)
at the date of acquisition and (C) the purchase and holding of such Class B
Certificates are covered by Sections I and III of PTE 95-60 or (ii) in the case
of any such Class A-PO or Class B Certificate presented for registration in the
name of a Plan, or a trustee of any such Plan, (A) an Opinion of Counsel
satisfactory to the Trustee and the Seller to the effect that the purchase or
holding of such Class A-PO or Class B Certificate will not result in the assets
of the Trust Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Seller or the Master Servicer to any obligation in
addition to those undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee, the Seller or the Master Servicer and (B) such
<PAGE>
other opinions of counsel, officer's certificates and agreements as the Seller
or the Master Servicer may require in connection with such transfer, which
opinions of counsel, officers' certificates and agreements shall not be an
expense of the Trustee, the Seller or the Master Servicer. The Class A-PO and
Class B Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the
Class A-R Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trustee shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class A-R Certificate in connection with any such transfer to a disqualified
organization or agent thereof (including a broker, nominee or middleman), an
ERISA Prohibited Holder or a Non-permitted Foreign Holder, and neither the
Certificate Registrar nor the Trustee shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class A-R
Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class A-R Certificate to disqualified
organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such
affidavit shall also contain the statement of the transferee that (i) the
transferee has historically paid its debts as they have come due and intends to
do so in the future, (ii) the transferee understands that it may incur
liabilities in excess of cash flows generated by the residual interest, (iii)
the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as
<PAGE>
of the time of the transfer, the transferor has no actual knowledge that the
transferee is a disqualified organization, ERISA Prohibited Holder or
Non-permitted Foreign Holder, and has no knowledge or reason to know that the
statements made by the transferee with respect to clauses (i) and (iii) of the
last sentence of the preceding paragraph are not true. The Class A-R Certificate
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R
Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of the Class A-R Certificate as completely as if such
transfer had never occurred, provided that the Master Servicer may, but is not
required to, recover any distributions made to such transferee with respect to
the Class A-R Certificate, and (ii) the Master Servicer agrees to furnish to the
Internal Revenue Service and to any transferor of the Class A-R Certificate or
such agent (within 60 days of the request therefor by the transferor or agent)
such information necessary to the application of Code Section 860E(e) as may be
required by the Code, including but not limited to the present value of the
total anticipated excess inclusions with respect to the Class A-R Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
SECTION 5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the 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.
<PAGE>
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.
<PAGE>
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 or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Class of Book-Entry Certificates advise the
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, 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
<PAGE>
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Seller, the Master Servicer, any
subcontractor, and any partner, director, officer, employee or agent of any of
them shall be entitled to indemnification by the Trust Estate and will be held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of his or its duties hereunder or by
reason of reckless disregard of his or its obligations and duties hereunder. The
Seller, the Master Servicer and any of the directors, officers, employees or
agents of either may rely in good faith on any document of any kind which, prima
facie, is properly executed and submitted by any Person respecting any matters
arising hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; provided, however, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A and Class B Certificates in the same manner as
Realized Losses are allocated pursuant to Section 4.02(a).
SECTION 6.04. RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
SECTION 6.05. COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
SECTION 6.06. ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER
SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the
<PAGE>
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
<PAGE>
insolvency, bankruptcy or reorganization statute, make an assignment for
the benefit of its creditors or voluntarily suspend payment of its
obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it becomes
ineligible to service for both FNMA and FHLMC, 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
<PAGE>
requested by it to enable it to assume the Master Servicer's functions hereunder
and shall promptly also transfer to the Trustee all amounts which then have been
or should have been deposited in the Certificate Account by the Master Servicer
or which are thereafter received by the Master Servicer with respect to the
Mortgage Loans.
SECTION 7.02. OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03. DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE DURING
EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights 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.
<PAGE>
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
<PAGE>
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) 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
<PAGE>
(iii) The Trustee shall not be liable for any error of judgment made
in good faith by any of its 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 the 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,
<PAGE>
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 the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
SECTION 8.05. TRUSTEE MAY OWN CERTIFICATES.
The Trustee and any agent thereof, in its individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee or such agent 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.
<PAGE>
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, the Trustee 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.
<PAGE>
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
<PAGE>
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 the REMIC to federal, state or local tax or cause the REMIC to not
qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of the
Trustee.
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
not knowingly take any action or fail to take any action that would (i) affect
the determination of the Trust Estate's status as a REMIC; or (ii) cause the
imposition of any federal, state or local income, prohibited transaction,
contribution or other tax on either the REMIC or the Trust Estate. The Master
Servicer, or, in the case of any action required by law to be performed directly
by the 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 using a calendar year as the
taxable year for the REMIC and the accrual method of accounting; (ii) in the
first such federal tax return, make, or cause to be made, elections satisfying
the requirements of the REMIC Provisions, on behalf of the Trust Estate, to
treat the Trust Estate as a REMIC; (iii) prepare, execute and forward, or cause
to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the REMIC, as and
when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the 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 REMIC,
including but not limited to the income, expenses, individual Mortgage Loans
(including REO Mortgage Loans, other assets and liabilities of the REMIC, and
the fair market value and adjusted basis of the REMIC property determined at
such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the REMIC within the meaning of Code
Section 860D(a)(2) other than the interests represented by the Class A-1, Class
A-PO and Class A-R Certificates and the Class B-l, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates; (viii) exercise reasonable care not
to allow the occurrence of any "prohibited transactions" within the meaning of
Code Section 860F(a), unless the Master Servicer shall have provided an Opinion
of Counsel to the Trustee that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject either the Trust Estate or the REMIC to tax or (c)
cause the Trust Estate to fail to qualify as a REMIC; (ix) exercise reasonable
care not to allow the REMIC to receive income from the performance of services
or from assets not permitted under the REMIC Provisions to be held by a REMIC;
(x) pay (on behalf of the REMIC) the amount of any federal income tax,
including, without limitation, prohibited transaction taxes, taxes on net income
from foreclosure property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the REMIC when and as the same shall be due and
payable (but such obligation shall not prevent the Master Servicer or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or depositing payment of
such tax, if permitted by law, pending the outcome of such proceedings); and
(xi) if required or permitted by the Code and applicable law, act as "tax
matters person" for the REMIC within the meaning of Treasury Regulations Section
<PAGE>
1.860F-4(d), and the Master Servicer is hereby designated as agent of the Class
A-R Certificateholder for such purpose (or if the Master Servicer is not so
permitted, the Holder of the Class A-R Certificate shall be tax matters person
in accordance with the REMIC Provisions). The Master Servicer shall be entitled
to be reimbursed pursuant to Section 3.02 for any taxes paid by it pursuant to
clause (x) of the preceding sentence, except to the extent that such taxes are
imposed as a result of the bad faith, willful misfeasance or gross negligence of
the Master Servicer in the performance of its obligations hereunder. The Trustee
shall sign the tax returns referred to in clause (i) of the second preceding
sentence.
In order to enable the Master Servicer 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
and the Trustee 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 REMIC as described above. In the event that the Trustee prepares any of
the federal, state and local tax returns of the 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,
<PAGE>
the Trustee shall make a Periodic Advance as required by Section 3.03 hereof;
provided, however, the Trustee shall not be required to make such Periodic
Advances if prohibited by law or if it determines that such Periodic Advance
would be a Nonrecoverable Advance. With respect to those Periodic Advances which
should have been made by Norwest Mortgage, the Trustee shall be entitled,
pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the
Certificate Account for Periodic Advances and Nonrecoverable Advances made by
it.
<PAGE>
ARTICLE IX
TERMINATION
SECTION 9.01. TERMINATION UPON PURCHASE BY THE
SELLER OR LIQUIDATION OF ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.14 hereof) shall terminate upon
the last action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of (i) the purchase by
the Seller of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, and (y) the fair market value
of the Mortgaged Property related to any REO Mortgage Loan (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate less any Fixed
Retained Yield on each Mortgage Loan (including any REO Mortgage Loan) and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Estate (including for this purpose
the discharge of any Mortgagor under a defaulted Mortgage Loan on which a
Servicer is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation,
<PAGE>
shall be given promptly by the Master Servicer (if it is exercising its right to
purchase the assets of the Trust Estate) or by the Trustee (in any other case)
by letter to Certificateholders mailed not earlier than the 15th day of the
month preceding the month of such final distribution and not later than the
twentieth day of the month of such final distribution specifying (A) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated, (B) the amount of any such final payment and (C)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. If the Master Servicer is obligated to give notice to
Certificateholders as aforesaid, it shall give such notice to the Trustee and
the Certificate Registrar at the time such notice is given to
Certificateholders. In the event such notice is given by the Master Servicer,
the Master Servicer shall deposit in the Certificate Account on or before the
Final Distribution Date in immediately available funds an amount equal to the
purchase price for the assets of the Trust Estate computed as above provided.
Failure to give notice of termination as described herein shall not entitle a
Certificateholder to any interest beyond the interest payable on the Final
Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class A-R Certificate, the amounts, if any, which remain on deposit in
the Certificate Account (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trustee of any Periodic Advances, is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this paragraph, then any shortfall in the amount available for distribution
to Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Sections 4.02(b) and 4.02(g) hereof. Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow
<PAGE>
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 the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the REMIC as of the date of such notice (or, if earlier,
the date on which the first such notice is mailed to Certificateholders).
The Master Servicer shall also specify such date in a statement attached
to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the 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 a REMIC at all times that
any Certificates are outstanding or to avoid or minimize the risk of the
imposition of any federal tax on the Trust Estate or the REMIC pursuant to the
Code that would be a claim against the Trust Estate, provided that (a) the
Trustee 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 Certificate Account provided that (a) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder and (b) such change shall not
adversely affect the then-current rating of the Certificates as evidenced by a
letter from each Rating Agency to such effect, (v) to modify, eliminate or add
to the provisions of Section 5.02 or any other provisions hereof restricting
transfer of the Certificates, provided that the Master Servicer for purposes of
Section 5.02 has determined in its sole discretion that any such modifications
to this Agreement will neither adversely affect the rating on the Certificates
nor give rise to a risk that either the Trust Estate or the REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3%
of the aggregate Voting Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class
<PAGE>
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 the REMIC to tax or cause the Trust Estate to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the 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-1 Mortgage Loans to a
Mid-Month Receipt Period with respect to all
Unscheduled Principal Receipts; or
(ii) changing the Applicable Unscheduled Principal Receipt Period
for all Mortgage Loans serviced by any Servicer to a Mid-Month
Receipt Period with respect to Full Unscheduled Principal
Receipts and to a Prior Month Receipt Period with respect to
Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.
<PAGE>
SECTION 10.02. RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the 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
<PAGE>
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 the Servicer unless
notified thereof in writing by the Trustee, the Servicer or a Certificateholder.
SECTION 10.06. SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements,
<PAGE>
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
SECTION 10.07. SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to
Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section 6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer pursuant
to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section
2.02;
(ii) the resignation or removal of the Trustee 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.
<PAGE>
SECTION 10.08. COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09. RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01. CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.250% per annum.
SECTION 11.02. CUT-OFF DATE.
The Cut-Off Date for the Certificates is October 1, 1998.
SECTION 11.03. CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is
$368,850,293.87.
SECTION 11.04. ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 97.74797754%.
SECTION 11.05. ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS A CERTIFICATES.
As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
Class A-1 $ 360,249,000.00
Class A-PO $ 301,389.78
Class A-R $ 100.00
SECTION 11.06. ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is
$360,249,100.00.
SECTION 11.07. ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 2.25202246%.
SECTION 11.08. ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 0.95075578%.
<PAGE>
SECTION 11.09. ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 0.40048959%.
SECTION 11.10. ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.30009586%.
SECTION 11.11. ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.30036719%.
SECTION 11.12. ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.15004793%.
SECTION 11.13. ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.15026611%.
SECTION 11.14. ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $8,299,804.09.
SECTION 11.15. ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS B CERTIFICATES.
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
----- -----------------
Class B-1 $3,504,000.00
Class B-2 $1,476,000.00
Class B-3 $1,106,000
Class B-4 $1,107,000.00
Class B-5 $ 553,000.00
Class B-6 $ 553,804.09
SECTION 11.16. ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is
1.30126668%.
SECTION 11.17. ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is
0.90077708%.
<PAGE>
SECTION 11.18. ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is
0.60068122%.
SECTION 11.19. ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is
0.30031403%.
SECTION 11.20. ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is
0.15026610%.
SECTION 11.21. CLOSING DATE.
The Closing Date is October 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 Pool Scheduled
Principal Balance of the Mortgage Loans being less than $36,885,029.38 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.23. WIRE TRANSFER ELIGIBILITY.
With respect to the Class A Certificates (other than the Class A-PO
and Class A-R Certificates) and the Class B Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is $500,000.
With respect to the Class A-PO Certificates, the minimum denomination eligible
for wire transfer is 100% Percentage Interest. The Class A-R Certificates are
not eligible for wire transfer.
SECTION 11.24. SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates (other
than the Class A-R Certificate) and each Class of Class B Certificates (other
than the Class B-4, Class B-5 and Class B-6 Certificates) represents a $100,000
Denomination. A Single Certificate for the Class A-R Certificate represents a
$100 Denomination. A Single Certificate for the Class B-4, Class B-5 and Class
B-6 Certificates represents a $250,000 Denomination.
SECTION 11.25. SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
<PAGE>
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 MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 29th day of October, 1998, before me, a notary public in and
for the State of Maryland, personally appeared Alan S. McKenney, 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 MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 29th day of October, 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 he resides at Frederick,
Maryland; that he is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 29th day of October, 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 October, 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 1998-27
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 Mid Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
Banc One Mortgage Corporation Mid Month Prior Month
FT Mortgage Companies Mid Month Prior Month
Bank of Oklahoma, N.A. Mid Month Prior Month
The Huntington Mortgage Company Mid Month Prior Month
SunTrust Mortgage, Inc. Prior Month Prior Month
Columbia Equities, Ltd. Mid Month Prior Month
Home Side Lending, Inc. Prior Month Prior Month
Farmers State Bank & Trust
Company of Superior Mid Month Prior Month
Hibernia National Bank Mid Month Prior Month
Brenton Mortgage, Inc. Mid Month Prior Month
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER 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 1998-27 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1998
CUSIP No.: First Distribution Date: November 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 the Class A-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 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 A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon
<PAGE>
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-27, CLASS A-PO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans,
which may include loans secured by shares
issued by cooperative housing corporations,
sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1998
CUSIP No.: First Distribution Date: November 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 the Class A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 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 A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class A-PO Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
<PAGE>
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 A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-27, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1998
CUSIP No.: First Distribution Date: November 25, 1998
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: November 25, 2013
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-R Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of October 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 A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
<PAGE>
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES 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 1998-27, CLASS B-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans,
which may include loans secured by shares
issued by cooperative housing corporations,
sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1998
CUSIP No.: First Distribution Date: November 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 the Class B-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 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 A Certificates as specified in the Agreement, any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the
<PAGE>
form as described in the Agreement, stating either (a) that the transferee is
not a Plan and is not acting on behalf of a Plan or using the assets of a Plan
to effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-27, CLASS B-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans,
which may include loans secured by shares
issued by cooperative housing corporations,
sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1998
CUSIP No.: First Distribution Date: November 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 the Class B-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 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 A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
<PAGE>
No transfer of a Class B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-27, CLASS B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1998
CUSIP No.: First Distribution Date: November 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 the Class B-3 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 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 A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
<PAGE>
No transfer of a Class B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-27, CLASS B-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans,
which may include loans secured by shares
issued by cooperative housing corporations,
sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1998
CUSIP No.: First Distribution Date: November 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 the Class B-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 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 A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
<PAGE>
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the 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 B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-27, CLASS B-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans,
which may include loans secured by shares
issued by cooperative housing corporations,
sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1998
CUSIP No.: First Distribution Date: November 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 the Class B-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 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 A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
<PAGE>
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the 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 B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-27, CLASS B-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans,
which may include loans secured by shares
issued by cooperative housing corporations,
sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1998
CUSIP No.: 66937N 6E 3 First Distribution Date:
November 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 the Class B-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 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 A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
<PAGE>
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the 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 1998-27 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-27
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
<PAGE>
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip
code of assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
Social Security or other Identifying Number of Assignee:
_______________________________________________________________________________
Dated:
___________________________________
Signature by or on behalf of
assignor
___________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _________________________________________________________
account number _____________, or, if mailed by check, to _________
_______________________________________________________. Applicable
statements should be mailed to ____________________________________
________________________________________________________________________________
This information is provided by ______________________, the assignee
named above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), NORWEST
ASSET SECURITIES CORPORATION (together with any successor in interest, the
"Seller"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and ___________________________
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer, and the Trustee, have
entered into a Pooling and Servicing Agreement dated as of October 29, 1998
relating to the issuance of Mortgage Pass-Through Certificates, Series 1998-27
(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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
authority, has a combined capital and surplus of at least $10,000,000 and is
qualified to do business in the jurisdiction in which it will hold any Custodian
File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt
notice to the Custodian of any amendment or supplement to the Pooling and
Servicing Agreement and furnish the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By: _____________________________________
Charlotte, North Carolina, 28288 Name: ___________________________________
Title: __________________________________
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By: _____________________________________
Name: ___________________________________
Title: __________________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By: _____________________________________
Name: ___________________________________
Title: __________________________________
Address: [CUSTODIAN]
By: _____________________________________
Name: ___________________________________
Title: __________________________________
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
____________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
____________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
____________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and
for the State of __________, personally appeared __________ __________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
____________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
in locations other than Frederick, Maryland]
NASCOR
NMI / 1998-27 Exhibit F-1
10 & 15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE LTV
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ---- ------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> > <C> <C>
6330065 AUSTIN TX 78730 SFD 7.125 6.250 $2,212.04 180 1-Mar-13 $238,769.31 78.77
6367779 ROLLINS MT 59931 SFD 7.375 6.250 $5,979.50 180 1-Jun-13 $641,987.67 65.00
6376833 ROUND HILL VA 20141 SFD 7.375 6.250 $3,449.71 180 1-May-13 $369,204.09 75.69
6887175 MINNETONKA MN 55345 SFD 6.750 6.250 $2,176.88 180 1-Sep-13 $245,206.87 50.20
6901287 DENISON TX 75020 SFD 7.000 6.250 $2,318.98 180 1-Aug-13 $255,663.21 78.18
6925523 INDIANAPOLIS IN 46250 SFD 7.000 6.250 $4,494.15 180 1-Jul-13 $495,239.89 66.23
6953415 HINSDALE IL 60521 SFD 7.125 6.250 $4,257.41 180 1-Jul-13 $465,573.48 66.20
6958463 INVERNESS IL 60067 SFD 7.125 6.250 $2,925.84 180 1-Jul-13 $318,799.36 55.21
6959698 EDINA MN 55424 SFD 6.875 6.250 $3,848.36 180 1-Jul-13 $427,347.63 66.38
6962408 BUFFALO GROVE IL 60089 SFD 7.125 6.250 $2,210.23 180 1-Jul-13 $241,701.97 79.48
6965702 WINNETKA IL 60039 SFD 7.125 6.250 $5,299.12 180 1-Aug-13 $580,936.61 75.00
6967401 HONOLULU HI 96821 SFD 7.125 6.250 $3,985.66 180 1-Aug-13 $435,233.65 64.71
6999644 ALBUQUERQUE NM 87107 SFD 7.250 6.250 $5,979.25 180 1-Feb-13 $638,478.12 64.22
7020711 RIVERWOODS IL 60015 SFD 7.000 6.250 $3,595.31 180 1-Aug-13 $396,656.94 66.25
7036767 GLEN ELLYN IL 60137 SFD 7.250 6.250 $2,373.44 180 1-Sep-13 $259,197.39 58.43
7073369 EDEN PRAIRIE MN 55347 SFD 7.125 6.250 $4,483.86 180 1-Aug-13 $491,901.23 60.00
7102427 NAPERVILLE IL 60540 SFD 7.125 6.250 $3,088.88 180 1-Sep-13 $339,935.81 79.86
7105055 RIVER FOREST IL 60305 SFD 7.125 6.250 $2,593.85 180 1-Sep-13 $285,456.35 31.13
7111817 MENDOTA HEIGHTS MN 55118 SFD 7.125 6.250 $2,717.49 180 1-Aug-13 $298,121.96 62.51
7116549 GREENFIELD MN 55357 SFD 6.875 6.250 $2,969.87 180 1-Aug-13 $330,869.80 90.00
$7,756,281.34
COUNT: 20
WAC: 7.117271482
WAM: 176.9382581
WALTV: 66.74601464
<CAPTION>
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CITY SUBSIDY CODE FEE LOAN FEE YIELD
- ------ ---- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C>
6330065 AUSTIN 0.250 0.017 0.608
6367779 ROLLINS 0.250 0.017 0.858
6376833 ROUND HILL 0.250 0.017 0.858
6887175 MINNETONKA 0.250 0.017 0.233
6901287 DENISON 0.250 0.017 0.483
6925523 INDIANAPOLIS 0.250 0.017 0.483
6953415 HINSDALE 0.250 0.017 0.608
6958463 INVERNESS 0.250 0.017 0.608
6959698 EDINA 0.250 0.017 0.358
6962408 BUFFALO GROVE 0.250 0.017 0.608
6965702 WINNETKA 0.250 0.017 0.608
6967401 HONALULU 0.250 0.017 0.608
6999644 ALBUQUERQUE 0.250 0.017 0.733
7020711 RIVERWOODS 0.250 0.017 0.483
7036767 GLEN ELLYN 0.250 0.017 0.733
7073369 EDEN PRAIRIE 0.250 0.017 0.608
7102427 NAPERVILLE 0.250 0.017 0.608
7105055 RIVER FOREST 0.250 0.017 0.608
7111817 MENDOTA HEIGHTS 0.250 0.017 0.608
7116549 GREENFIELD 24 0.250 0.017 0.358
COUNT: 20
WAC: 7.117271482
WAM: 176.9382581
WALTV: 66.74601464
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from Frederick, Maryland]
NASCOR
NMI / 1998-27 Exhibit F-2
10 & 15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4626766 AURORA CO 80015 PUD 6.875 6.250 $2,336.66 180 1-Aug-13 $260,323.97
4683641 PASADENA CA 91104 SFD 7.150 6.250 $2,467.68 180 1-Nov-12 $262,400.26
4703362 MEMPHIS TN 38125 SFD 7.000 6.250 $2,309.99 180 1-Jul-13 $254,553.32
4705359 EAST HANOVER NJ 07936 SFD 7.000 6.250 $2,516.72 180 1-Aug-13 $278,228.07
4719899 CORTLANDT NY 10566 SFD 6.750 6.250 $2,610.49 180 1-Sep-13 $294,048.89
4731655 FORT LAUDERDALE FL 33312 SFD 7.500 6.250 $2,299.00 180 1-Jan-13 $241,088.00
4745474 NEW YORK NY 10021 HCO 7.250 6.250 $4,326.98 180 1-Aug-13 $471,064.70
4753024 HOUSTON TX 77041 SFD 6.750 6.250 $2,654.73 180 1-Sep-13 $299,032.77
4753058 SAN JUAN CAPISTRANO CA 92675 SFD 7.000 6.250 $5,392.97 180 1-Jun-13 $592,361.61
4753079 HOLMDEL NJ 07733 SFD 6.750 6.250 $2,654.73 180 1-Sep-13 $299,032.77
4753774 SHORT HILLS NJ 07078 SFD 6.625 6.250 $2,853.48 180 1-Aug-13 $322,875.73
4758381 BEVERLY HILLS CA 90210 SFD 7.125 6.250 $8,605.40 180 1-Jun-13 $938,034.86
4758567 NORTHFIELD IL 60093 SFD 7.000 6.250 $2,696.48 180 1-Jun-13 $295,234.48
4759541 CHICAGO IL 60614 LCO 7.000 6.250 $4,494.14 180 1-Jun-13 $493,634.68
4760091 CINCINNATI OH 45243 SFD 7.125 6.250 $5,887.90 180 1-Aug-13 $645,930.91
4761228 POWELL OH 43065 SFD 7.000 6.250 $2,292.02 180 1-May-13 $249,634.27
4763809 CINCINNATI OH 45243 SFD 6.375 6.108 $2,661.90 180 1-Sep-13 $306,974.35
4764543 WESTFIELD TOWN NJ 07091 SFD 7.375 6.250 $2,414.80 180 1-Jun-13 $258,659.11
4764749 OLD FIELD NY 11733 SFD 6.750 6.250 $2,237.50 180 1-Aug-13 $251,214.98
4765114 BERNARDSVILLE NJ 07924 SFD 6.375 6.108 $3,889.13 180 1-Oct-13 $450,000.00
4765790 COPPEROPOLIS CA 95228 SFD 7.125 6.250 $2,536.33 180 1-Aug-13 $278,247.16
4766613 MONKTON MD 21111 SFD 6.625 6.250 $3,582.22 180 1-Aug-13 $405,333.22
4768483 SAN MARINO CA 91108 SFD 7.125 6.250 $2,264.58 180 1-Jul-13 $247,645.46
4768662 BAY SAINT LOUIS MS 39520 SFD 6.875 6.250 $2,390.17 180 1-Sep-13 $267,145.25
4771618 PROSPECT KY 40059 SFD 7.125 6.250 $4,528.71 180 1-Jul-13 $495,241.39
4771710 PORT NECHES TX 77651 SFD 7.000 6.250 $2,741.43 180 1-Jul-13 $301,795.74
4771945 PORTAGE MI 49009 SFD 6.500 6.233 $2,717.86 180 1-Aug-13 $309,938.71
4772560 ROLLING HILLS ESTATES CA 90274 SFD 6.875 6.250 $3,299.86 180 1-Jul-13 $366,439.48
4772591 LIVINGSTON NJ 07039 SFD 6.750 6.250 $3,752.02 180 1-Sep-13 $422,632.98
4773148 HILLSDALE NJ 07642 SFD 6.625 6.250 $2,327.13 180 1-Aug-13 $263,317.57
4775632 ROSLYN HEIGHTS NY 11577 LCO 6.625 6.250 $2,194.99 180 1-Aug-13 $248,365.94
4776184 ROCKVILLE CENTRE NY 11570 SFD 7.125 6.250 $2,146.82 180 1-Sep-13 $236,260.37
4776451 HINGHAM MA 02043 SFD 7.125 6.250 $2,201.17 180 1-Jul-13 $240,711.39
4776772 DALLAS TX 75287 SFD 7.000 6.250 $2,696.49 180 1-Aug-13 $298,101.50
4777366 DOUGLASTON NY 11361 SFD 6.625 6.250 $2,985.18 180 1-Sep-13 $338,891.90
4777411 PARKLAND FL 33076 SFD 6.000 5.733 $2,362.80 180 1-Sep-13 $279,037.20
4777822 BLOOMFIELD HILLS MI 48302 SFD 7.500 6.250 $2,549.29 180 1-Aug-13 $273,333.73
4778292 TONKA BAY MN 55331 SFD 7.000 6.250 $3,091.97 180 1-Sep-13 $342,914.70
4778943 NEW YORK NY 10024 COP 7.375 6.250 $2,161.82 180 1-Sep-13 $234,282.45
4779850 DURANGO CO 81301 SFD 7.000 6.250 $4,044.73 180 1-Jul-13 $445,715.92
4779935 SPICEWOOD TX 78669 SFD 7.250 6.250 $5,933.61 180 1-Jul-13 $643,943.97
4780366 BROOKLYN NY 11230 SFD 7.625 6.250 $3,615.08 180 1-Aug-13 $384,680.62
4780716 LONGMEADOW MA 01106 SFD 6.750 6.250 $2,831.71 180 1-Jul-13 $316,801.75
4782291 FRAMINGHAM MA 01701 SFD 6.625 6.250 $2,765.68 180 1-Jul-13 $311,903.11
4782294 SALT LAKE CITY UT 84124 SFD 7.125 6.250 $2,427.63 180 1-Jul-13 $264,769.15
4782630 FORT SMITH AR 72916 SFD 7.000 6.250 $3,145.90 180 1-Aug-13 $347,785.10
4783749 SOUTH GATE CA 90280 SFD 7.000 6.250 $932.99 180 1-Mar-13 $101,467.07
4783767 PEMBROKE PINES FL 33028 PUD 7.350 6.250 $805.54 180 1-Apr-13 $86,064.88
4783802 LIGHTHOUSE POINT FL 33064 SFD 7.350 6.250 $1,060.88 180 1-Apr-13 $113,346.61
4784345 STATEN ISLAND NY 10304 SFD 6.250 5.983 $5,144.54 180 1-Aug-13 $595,722.35
4784662 WEBSTER TX 77598 SFD 7.000 6.250 $337.07 180 1-May-13 $36,901.46
4784860 RANCHO PALOS VERDES CA 90275 SFD 6.875 6.250 $7,616.44 180 1-Aug-13 $848,536.92
4784894 WEST CHICAGO IL 60185 SFD 7.500 6.250 $882.52 180 1-Feb-13 $91,723.24
4785203 WALNUT CREEK CA 94598 SFD 6.875 6.250 $4,013.35 180 1-Sep-13 $448,564.78
4785667 BIG SKY MT 59716 SFD 7.125 6.250 $2,355.16 180 1-Jul-13 $257,551.29
4785706 AGOURA HILLS CA 91301 SFD 6.750 6.250 $2,433.51 180 1-Sep-13 $274,113.37
4785786 NEW YORK NY 10021 COP 7.250 6.250 $2,236.51 180 1-Sep-13 $244,243.70
4786205 SARATOGA CA 95070 SFD 6.500 6.233 $6,968.86 180 1-Aug-13 $794,714.53
4786469 NORCO CA 91760 SFD 7.250 6.250 $2,318.68 180 1-Aug-13 $252,427.07
4787129 CORONA DEL MAR CA 92625 SFD 6.750 6.250 $5,132.48 180 1-Aug-13 $576,249.52
4787803 KNOXVILLE TN 37919 SFD 6.750 6.250 $2,256.52 180 1-Jul-13 $252,519.66
4787860 INCLINE VILLAGE NV 89451 SFD 7.000 6.250 $5,401.96 180 1-Sep-13 $599,103.87
4787882 OMAHA NE 68144 SFD 6.625 6.250 $2,633.99 180 1-Aug-13 $298,039.12
4788068 HUDSON WI 54016 SFD 7.000 6.250 $224.71 180 1-Sep-13 $24,921.12
4788294 GAITHERSBURG MD 20879 THS 7.500 6.250 $648.91 180 1-Aug-13 $68,794.30
4788866 MEMPHIS TN 38125 SFD 6.875 6.250 $3,201.76 180 1-Jul-13 $355,545.32
4789019 PALOS VERDES ESTATES CA 90274 SFD 7.125 6.250 $3,369.69 180 1-Jul-13 $368,233.51
4789323 MECHANICSBURG PA 17055 SFD 7.375 6.250 $2,391.80 180 1-Sep-13 $259,206.12
4789454 ROBBINSVILLE NJ 08691 SFD 7.000 6.250 $2,696.49 180 1-Aug-13 $298,101.50
4789748 YORBA LINDA CA 92886 SFD 7.000 6.250 $2,958.05 180 1-Sep-13 $326,017.08
4789854 ACTON MA 01720 LCO 7.250 6.250 $2,590.71 180 1-Jul-13 $281,155.84
4790018 EAST HAMPTON NY 11937 SFD 7.500 6.250 $1,807.68 180 1-Sep-13 $194,411.07
4790024 SUNSET HILLS MO 63127 SFD 7.125 6.250 $3,849.78 180 1-Jul-13 $420,828.35
4790113 MORRIS NJ 07961 SFD 6.875 6.250 $1,783.71 180 1-Sep-13 $199,362.12
4790118 WATERFORD CT 06385 SFD 6.875 6.250 $3,057.28 180 1-Aug-13 $340,607.09
4790343 CARMEL IN 46033 SFD 7.000 6.250 $3,145.90 180 1-Aug-13 $347,785.10
4790495 KENWOOD CA 95452 SFD 7.000 6.250 $7,190.63 180 1-Sep-13 $797,476.04
4790512 PHOENIX MD 21131 SFD 6.500 6.233 $2,780.58 180 1-Oct-13 $319,200.00
4790961 WESTFIELD NJ 07090 SFD 6.125 5.858 $2,211.63 180 1-Aug-13 $258,226.37
4791809 FRISCO CO 80443 SFD 7.375 6.250 $4,323.64 180 1-Aug-13 $467,120.98
4792109 SAN DIEGO CA 92131 SFD 7.000 6.250 $2,235.39 180 1-Sep-13 $247,915.36
4792507 NAPA CA 94558 SFD 6.875 6.250 $2,777.23 180 1-Aug-13 $309,407.97
4792542 THE WOODLANDS TX 77381 SFD 6.750 6.250 $4,968.77 180 1-Aug-13 $557,380.93
4792625 CARLSTADT NJ 07072 SFD 7.375 6.250 $1,379.89 180 1-Sep-13 $149,541.98
4792907 LAFAYETTE NJ 07920 LCO 6.250 5.983 $3,265.07 180 1-Sep-13 $379,518.26
4792968 MAPLE GROVE MN 55311 SFD 6.875 6.250 $2,336.66 180 1-Sep-13 $261,164.38
4793078 SAN DIEGO CA 92129 SFD 7.125 6.250 $2,269.11 180 1-Aug-13 $248,800.15
4793921 FORT THOMAS KY 41075 SFD 6.500 6.233 $4,007.10 180 1-Sep-13 $458,484.57
4793963 HIGHLANDS RANCH CO 80126 SFD 6.875 6.250 $2,586.38 180 1-Aug-13 $288,144.86
4794056 KEY LARGO FL 33037 SFD 7.375 6.250 $2,299.81 180 1-Aug-13 $248,468.61
4794159 HILLSBOROUGH CA 94010 SFD 7.300 6.250 $12,380.05 180 1-Mar-13 $1,322,376.07
4794263 LONGMEADOW MA 01106 SFD 7.250 6.250 $3,265.77 180 1-Aug-13 $355,534.60
4794505 PORT WASHINGTON NY 11050 SFD 7.375 6.250 $4,645.62 180 1-Aug-13 $501,906.58
4794671 SANTA CRUZ CA 95060 SFD 6.875 6.250 $2,177.02 180 1-Aug-13 $238,771.56
4795236 BERNARDS TOWNSHIP NJ 07920 SFD 7.125 6.250 $3,605.21 180 1-Aug-13 $395,508.46
4795334 NORTH MYRTLE BEACH SC 29582 SFD 7.625 6.250 $1,120.96 180 1-Aug-13 $119,280.80
4795637 ATLANTA GA 30328 SFD 7.375 6.250 $2,759.77 180 1-Aug-13 $298,162.33
4796162 SOMERSET NJ 08873 SFD 6.625 6.250 $2,302.10 180 1-Sep-13 $261,345.46
4796300 LANCASTER PA 17601 SFD 6.750 6.250 $2,707.83 180 1-Aug-13 $304,021.29
4796864 TULSA OK 74137 SFD 7.000 6.250 $3,113.55 180 1-Sep-13 $345,307.12
4796931 CORPUS CHRISTI TX 78411 SFD 6.750 6.250 $2,979.94 180 1-Sep-13 $335,664.28
4797028 BERNARDSVILLE NJ 07924 SFD 6.750 6.250 $3,136.12 180 1-Oct-13 $354,400.00
4797152 ENCINITAS CA 92024 SFD 6.950 6.250 $2,732.91 180 1-Feb-13 $296,074.19
4797233 PARSIPPANY NJ 07054 SFD 7.375 6.250 $827.94 180 1-Aug-13 $89,348.06
4797298 SAN FRANCISCO CA 94122 SFD 7.125 6.250 $2,513.69 180 1-Sep-13 $276,633.97
4797560 SALINAS CA 93908 SFD 7.125 6.250 $3,884.20 180 1-Aug-13 $426,115.65
4797616 WOODBURY MN 55125 SFD 7.125 6.250 $3,623.32 180 1-Jul-13 $396,232.76
4797751 DENVER NC 28037 SFD 7.000 6.250 $5,662.62 180 1-Aug-13 $626,013.17
4797915 EAST SETAUKET NY 11733 SFD 6.875 6.250 $2,791.51 180 1-Sep-13 $312,001.72
4798231 MENDHAM TOWNSHIP NJ 07945 SFD 7.125 6.250 $4,085.30 180 1-Sep-13 $449,592.51
4798319 WASHINGTON DC 20015 SFD 6.750 6.250 $2,212.28 180 1-Jul-13 $247,568.29
4798649 FLOWER MOUND TX 75028 SFD 6.625 6.250 $2,001.39 180 1-Sep-13 $227,207.08
4798769 SCARSDALE NY 10583 SFD 6.750 6.250 $4,645.77 180 1-Jul-13 $519,893.45
4798851 AUBURN GA 30011 SFD 6.875 6.250 $2,675.57 180 1-Jul-13 $297,113.07
4798857 CREVE COEUR MO 63141 SFD 6.875 6.250 $2,506.11 180 1-Sep-13 $280,103.79
4798860 LOUISVILLE KY 40223 SFD 7.000 6.250 $2,369.32 180 1-Sep-13 $262,768.35
4799210 LA QUINTA CA 92253 SFD 6.875 6.250 $2,898.53 180 1-Aug-13 $322,920.96
4799648 MILLIS MA 02054 SFD 7.125 6.250 $2,400.45 180 1-Aug-13 $263,341.07
4799705 ROCHESTER HILLS MI 48307 SFD 7.625 6.250 $1,915.91 180 1-Jul-13 $203,250.28
4799740 CENTREVILLE VA 20120 SFD 7.250 6.250 $2,653.70 180 1-Sep-13 $289,802.61
4799789 MAITLAND FL 32751 SFD 7.000 6.250 $4,228.09 180 1-Aug-13 $467,423.16
4800081 CUPERTINO CA 95014 SFD 6.500 6.233 $2,314.54 180 1-Sep-13 $264,824.67
4800226 MOUNTAIN LAKES NJ 07046 SFD 6.750 6.250 $3,300.72 180 1-Sep-13 $371,797.41
4800283 NORTHFIELD MN 55057 SFD 6.875 6.250 $3,487.15 180 1-Sep-13 $389,752.95
4800940 QUOGUE NY 11959 SFD 7.000 6.250 $2,930.19 180 1-Aug-13 $323,936.96
4801034 SANTA BARBARA CA 93110 SFD 6.750 6.250 $2,920.20 180 1-Aug-13 $327,866.12
4801234 LOS ANGELES CA 90077 SFD 7.125 6.250 $3,243.78 180 1-Aug-13 $355,858.24
4801245 BARRINGTON IL 60010 SFD 6.250 5.983 $2,092.12 180 1-Sep-13 $243,178.71
4801414 LOS ANGELES CA 90035 SFD 7.250 6.250 $4,774.28 180 1-Aug-13 $519,761.27
4801635 CROWNSVILLE MD 21032 SFD 7.000 6.250 $3,145.90 180 1-Aug-13 $347,785.10
4801957 LA JOLLA CA 92037 SFD 7.125 6.250 $4,302.70 180 1-Aug-13 $471,020.48
4802299 FOSTER CITY CA 94404 SFD 7.375 6.250 $2,520.59 180 1-Jul-13 $271,474.65
4802614 EAST GRAND RAPIDS MI 49506 SFD 7.250 6.250 $3,030.71 180 1-Jul-13 $328,906.76
4802621 SEAL BEACH CA 90740 SFD 6.875 6.250 $3,603.10 180 1-Aug-13 $401,415.58
4802693 GREAT NECK NY 11021 SFD 6.875 6.250 $2,229.64 180 1-Sep-13 $249,202.65
4802738 ALAMO CA 94507 SFD 6.875 6.250 $5,707.87 180 1-Aug-13 $634,214.36
4802884 SAN MATEO CA 94402 HCO 7.000 6.250 $3,292.41 180 1-Sep-13 $365,144.34
4803134 IRVINE CA 92714 SFD 7.125 6.250 $2,853.37 180 1-Aug-13 $312,826.86
4803179 SOUTHBOROUGH MA 01772 SFD 7.000 6.250 $2,516.72 180 1-Sep-13 $279,116.61
4803186 SAN JOSE CA 92125 SFD 6.875 6.250 $2,586.38 180 1-Sep-13 $289,075.08
4803275 MENLO PARK CA 94025 SFD 7.000 6.250 $3,595.32 180 1-Aug-13 $397,468.66
4803283 KIAWAH ISLAND SC 29455 SFD 7.000 6.250 $2,966.14 180 1-Sep-13 $328,958.86
4803424 SEAL BEACH CA 90743 SFD 7.000 6.250 $5,653.63 180 1-Aug-13 $624,168.19
4803442 FORT LAUDERDALE FL 33308 SFD 6.875 6.250 $2,216.26 180 1-Sep-13 $247,707.44
4803483 HAMPTON BAYS NY 11942 SFD 7.375 6.250 $946.61 180 1-Sep-13 $102,585.80
4803675 LAS VEGAS NV 89117 SFD 7.000 6.250 $2,629.07 180 1-Jun-13 $287,230.26
4803689 YORKTOWN HEIGHTS NY 10598 SFD 7.250 6.250 $2,190.88 180 1-Aug-13 $238,513.76
4803694 BASKING RIDGE NJ 07920 SFD 7.000 6.250 $3,820.03 180 1-Aug-13 $422,310.45
4803768 BLUFFTON SC 29910 SFD 7.000 6.250 $2,345.95 180 1-Aug-13 $259,348.30
4804024 IOWA CITY IA 52240 SFD 7.000 6.250 $2,566.15 180 1-Aug-13 $283,693.28
4804672 GRAYSON GA 30017 SFD 6.750 6.250 $2,700.75 180 1-Sep-13 $304,216.00
4804938 HILLSBOROUGH CA 94010 SFD 7.375 6.250 $2,437.80 180 1-Aug-13 $263,376.72
4805074 GRANVILLE OH 43023 SFD 7.125 6.250 $3,097.94 180 1-Aug-13 $339,859.04
4805235 REDLANDS CA 92373 SFD 7.000 6.250 $3,110.40 180 1-Aug-13 $342,261.20
4805507 CINCINNATI OH 45243 SFD 7.125 6.250 $2,717.49 180 1-Aug-13 $296,839.45
4805512 UPPER ARLINGTON OH 43221 SFD 7.000 6.250 $2,363.92 180 1-Aug-13 $261,335.66
4805514 CINCINNATI OH 45208 SFD 6.625 6.250 $5,706.96 180 1-Aug-13 $645,751.48
4805665 ALPHARETTA GA 30022 SFD 6.875 6.250 $2,595.30 180 1-Jul-13 $287,771.11
4805746 DANVILLE CA 94506 SFD 7.625 6.250 $4,203.59 180 1-Aug-13 $447,004.74
4805885 MICHIGAN CITY IN 46360 SFD 6.625 6.250 $2,021.15 180 1-Sep-13 $229,449.75
4806302 LAHAINA HI 96761 SFD 6.750 6.250 $4,955.50 180 1-Jul-13 $554,552.97
4806443 PLACENTIA CA 92870 SFD 7.000 6.250 $2,709.97 180 1-Sep-13 $295,258.75
4806445 FREMONT CA 94539 SFD 7.250 6.250 $2,190.88 180 1-Sep-13 $239,259.12
4806680 HOUSTON TX 77063 SFD 6.625 6.250 $2,398.68 180 1-Aug-13 $271,414.31
4806828 READINGTON NJ 08870 SFD 7.250 6.250 $3,487.14 180 1-Sep-13 $380,820.78
4806868 WILLIAMSBURG VA 23185 SFD 7.000 6.250 $2,516.72 180 1-Apr-13 $274,621.78
4807102 ABSECON NJ 08201 SFD 7.625 6.250 $2,040.14 180 1-Aug-13 $217,091.07
4807457 PLANO TX 75093 SFD 6.875 6.250 $2,211.80 180 1-Oct-13 $248,000.00
4807578 LAGUNA NIGUEL CA 92677 PUD 7.375 6.250 $2,810.37 180 1-Aug-13 $303,628.63
4807636 LITTLETON CO 80127 SFD 7.125 6.250 $2,078.89 180 1-Sep-13 $228,783.77
4807694 WORCESTER MA 01609 SFD 6.750 6.250 $2,433.51 180 1-Sep-13 $274,113.37
4807916 NEEDHAM MA 02192 SFD 7.250 6.250 $2,738.59 180 1-Sep-13 $299,073.91
4807969 MIDLAND TX 79707 SFD 6.625 6.250 $3,406.62 180 1-Aug-13 $385,463.94
4808129 DUBLIN OH 43017 SFD 6.625 6.250 $2,085.24 180 1-Sep-13 $236,725.96
4808174 PLANTATION FL 33324 SFD 7.000 6.250 $3,631.27 180 1-Sep-13 $402,725.40
4808204 EAST LONGMEADOW MA 01028 SFD 6.625 6.250 $2,549.34 180 1-Aug-13 $288,462.15
4808243 CHATHAM NJ 07928 SFD 6.750 6.250 $3,539.64 180 1-Sep-13 $398,710.36
4808293 FALMOUTH ME 04105 SFD 7.125 6.250 $2,536.33 180 1-Aug-13 $278,247.15
4808482 MILL VALLEY CA 94941 SFD 7.500 6.250 $2,716.15 180 1-Aug-13 $291,224.67
4808892 DOWNERS GROVE IL 60515 SFD 7.000 6.250 $2,705.48 180 1-Sep-13 $300,050.35
4809048 YORBA LINDA CA 92687 SFD 7.375 6.250 $3,035.75 180 1-Aug-13 $327,978.55
4809098 LOS GATOS CA 95032 SFD 7.250 6.250 $3,468.88 180 1-Aug-13 $377,629.74
4809147 MILPITAS CA 95035 SFD 7.125 6.250 $3,405.02 180 1-Aug-13 $373,546.81
4809451 SIMI VALLEY CA 93063 SFD 6.750 6.250 $2,265.37 180 1-Aug-13 $251,114.69
4809518 SAN FRANCISCO CA 94117 SFD 6.875 6.250 $4,236.31 180 1-Aug-13 $471,961.40
4809544 ATLANTIC HIGHLANDS NJ 07716 SFD 6.750 6.250 $663.69 180 1-Aug-13 $74,467.12
4809884 MILTON MA 02186 SFD 6.750 6.250 $2,123.79 180 1-Aug-13 $238,448.07
4809918 DESTIN FL 32541 HCO 6.875 6.250 $2,796.86 180 1-Sep-13 $312,599.81
4809924 SAINT PETERSBURG FL 33702 SFD 7.000 6.250 $2,220.11 180 1-Sep-13 $246,220.72
4809947 COPPELL TX 75019 SFD 6.500 6.233 $3,506.21 180 1-Aug-13 $399,840.82
4810031 OLD WESTBURY NY 11568 SFD 7.125 6.250 $4,529.16 180 1-Oct-13 $500,000.00
4810108 SAN FRANCISCO CA 94127 SFD 7.375 6.250 $2,759.77 180 1-Aug-13 $298,152.04
4810129 FAIRFIELD CT 06430 SFD 6.875 6.250 $2,131.54 180 1-Sep-13 $238,237.73
4810168 CARPINTERIA CA 93013 SFD 6.750 6.250 $2,389.26 180 1-Aug-13 $268,254.08
4810170 REDWOOD CITY CA 94065 SFD 7.125 6.250 $3,741.09 180 1-Sep-13 $411,711.10
4810317 WESTON FL 33331 SFD 6.875 6.250 $2,764.75 180 1-Aug-13 $306,251.52
4810400 REMSENBURG NY 11960 SFD 6.125 5.858 $3,189.85 180 1-Oct-13 $375,000.00
4810545 IRVINE CA 92612 SFD 7.000 6.250 $2,247.08 180 1-Sep-13 $249,211.25
4810736 RALEIGH NC 27614 SFD 7.000 6.250 $2,921.20 180 1-Sep-13 $323,395.83
4810743 MILL CREEK WA 98012 SFD 6.375 6.108 $2,160.63 180 1-Oct-13 $250,000.00
4810790 PELHAM MANOR NY 10803 SFD 6.375 6.108 $3,716.28 180 1-Sep-13 $428,568.10
4811016 SOUTHBORO MA 01772 SFD 6.875 6.250 $3,121.50 180 1-Sep-13 $348,883.71
4811136 SARATOGA CA 95070 SFD 7.125 6.250 $2,300.82 180 1-Aug-13 $252,409.91
4811179 BRENTWOOD TN 37027 SFD 6.875 6.250 $2,675.57 180 1-Aug-13 $298,080.88
4811310 LOS ALTOS HILLS CA 94022 SFD 7.250 6.250 $9,128.63 180 1-Aug-13 $993,807.43
4811534 FREMONT CA 94536 SFD 7.000 6.250 $2,584.14 180 1-Aug-13 $285,680.59
4811590 HIGHLANDS RANCH CO 80126 SFD 7.000 6.250 $2,840.30 180 1-Aug-13 $314,000.25
4811926 BELLAIRE TX 77401 SFD 6.500 6.233 $2,613.33 180 1-Sep-13 $299,011.67
4811991 PRAIRIE VILLAGE KS 66207 SFD 6.750 6.250 $2,463.59 180 1-Sep-13 $277,502.41
4812016 WALNUT CREEK CA 94596 SFD 7.000 6.250 $2,242.58 180 1-Aug-13 $247,921.08
4812081 EDINA MN 55436 SFD 6.875 6.250 $2,702.32 180 1-Sep-13 $302,033.62
4812181 CUPERTINO CA 95014 SFD 7.125 6.250 $3,732.03 180 1-Aug-13 $409,420.81
4812383 FORT MYERS FL 33908 SFD 6.875 6.250 $2,160.97 180 1-Aug-13 $239,844.83
4812860 MARTINSVILLE VA 24112 SFD 6.875 6.250 $2,434.77 180 1-Sep-13 $272,129.29
4813050 WEST COVINA CA 91791 SFD 6.875 6.250 $2,318.82 180 1-Aug-13 $258,336.78
4813554 BLOOMFIELD HILLS MI 48302 SFD 6.500 6.233 $5,455.31 180 1-Oct-13 $626,250.00
4813680 CHICAGO IL 60657 SFD 6.000 5.733 $2,447.19 180 1-Sep-13 $289,002.81
4813868 TAMPA FL 33611 SFD 6.750 6.250 $4,367.92 180 1-Aug-13 $490,408.21
4813952 BLUE ASH OH 45242 SFD 6.875 6.250 $3,415.80 180 1-Aug-13 $380,337.52
4813988 DARIEN CT 06820 SFD 6.875 6.250 $4,013.35 180 1-Sep-13 $448,411.98
4814157 BELLAIRE TX 77401 SFD 6.750 6.250 $4,867.01 180 1-Aug-13 $546,443.51
4814225 HOUSTON TX 77056 SFD 6.750 6.250 $4,098.91 180 1-Aug-13 $460,204.78
4814234 OYSTER BAY COVE NY 11791 SFD 7.250 6.250 $5,477.18 180 1-Aug-13 $596,284.45
4814245 BELLAIRE TX 77401 SFD 6.625 6.250 $2,748.13 180 1-Aug-13 $310,954.15
4814321 SANTA ROSA CA 95405 SFD 7.250 6.250 $2,994.19 180 1-Jul-13 $324,125.06
4814342 SAN DIEGO CA 92130 SFD 7.250 6.250 $1,944.40 180 1-Sep-13 $212,342.48
4814383 HOUSTON TX 77027 SFD 6.750 6.250 $3,380.36 180 1-Sep-13 $380,768.39
4814602 CHESTERFIELD MO 63005 SFD 6.625 6.250 $3,828.06 180 1-Sep-13 $434,579.02
4814643 SNOWMASS VILLAGE CO 81615 SFD 6.875 6.250 $2,564.09 180 1-Sep-13 $286,583.05
4814858 PIERMONT NY 10968 LCO 6.375 6.108 $2,143.35 180 1-Sep-13 $247,174.15
4814909 HOUSTON TX 77059 SFD 7.000 6.250 $2,758.96 180 1-Sep-13 $305,981.58
4815061 DUNWOODY GA 30338 SFD 7.250 6.250 $2,419.09 180 1-Aug-13 $263,358.96
4815188 AVON CT 06001 SFD 7.125 6.250 $2,174.00 180 1-Aug-13 $238,497.55
4815519 EUGENE OR 97403 SFD 7.000 6.250 $2,696.49 180 1-Oct-13 $300,000.00
4815652 FREMONT CA 94539 SFD 7.000 6.250 $3,820.03 180 1-Aug-13 $422,310.45
4815697 AUSTIN TX 78733 SFD 6.750 6.250 $2,194.58 180 1-Sep-13 $247,200.42
4815707 LOS ANGELES CA 90008 SFD 7.000 6.250 $2,741.43 180 1-Jul-13 $299,338.92
4815738 LA HABRA CA 90631 SFD 7.375 6.250 $2,226.22 180 1-Jul-13 $238,991.04
4815744 PACIFIC PALISADES CA 90272 SFD 6.875 6.250 $5,797.06 180 1-Aug-13 $645,841.92
4815799 SUFFERN NY 10901 PUD 7.625 6.250 $2,279.28 180 1-Aug-13 $242,537.65
4816219 GLEN ELLYN IL 60137 SFD 7.000 6.250 $2,201.68 180 1-Oct-13 $244,950.00
4816235 OKLAHOMA CITY OK 73003 SFD 7.000 6.250 $4,732.34 180 1-Aug-13 $523,168.13
4816257 MEDIA PA 19063 SFD 6.375 6.108 $2,592.76 180 1-Sep-13 $299,000.99
4816299 NEWTON MA 02166 SFD 6.875 6.250 $2,322.39 180 1-Oct-13 $260,400.00
4816357 VIENNA VA 22182 SFD 7.000 6.250 $2,606.61 180 1-Aug-13 $288,164.78
4816421 DEWEY AZ 86327 SFD 7.125 6.250 $1,030.84 180 1-Aug-13 $112,886.40
4816469 LONGWOOD FL 32779 SFD 6.750 6.250 $5,243.09 180 1-Aug-13 $588,668.70
4816513 NEW YORK NY 10128 COP 7.125 6.250 $3,623.33 180 1-Sep-13 $398,751.67
4816628 FAYETTEVILLE NC 28303 SFD 6.750 6.250 $3,098.96 180 1-Aug-13 $347,935.48
4816895 WILBRAHAM MA 01095 SFD 7.000 6.250 $5,294.55 120 1-Oct-08 $456,000.00
4816899 NEEDHAM MA 02192 SFD 7.000 6.250 $4,044.73 180 1-Aug-13 $447,152.26
4817086 NEWTON MA 02167 SFD 7.125 6.250 $2,608.80 180 1-Sep-13 $287,101.20
4817242 HEATH TX 75087 SFD 6.750 6.250 $3,044.09 180 1-Sep-13 $342,890.91
4817380 DALLAS TX 75225 SFD 6.750 6.250 $2,775.08 180 1-Aug-13 $311,572.15
4817389 ANAHEIM CA 92807 SFD 7.375 6.250 $2,929.04 180 1-Jun-13 $313,462.84
4817445 PARK CITY UT 84098 SFD 7.125 6.250 $2,400.45 180 1-Aug-13 $263,341.07
4817457 EDEN PRAIRIE MN 55347 SFD 7.000 6.250 $3,739.13 180 1-Aug-13 $413,066.84
4817491 INDIANAPOLIS IN 46220 SFD 6.750 6.250 $2,406.95 180 1-Aug-13 $270,241.17
4817640 NEWTON MA 02159 SFD 7.250 6.250 $2,743.16 180 1-Sep-13 $299,572.36
4817644 MORAGA CA 94556 SFD 7.250 6.250 $2,482.99 180 1-Aug-13 $270,315.61
4817739 LAFAYETTE CA 94549 SFD 6.750 6.250 $3,318.42 180 1-Oct-13 $375,000.00
4817865 SPRING VALLEY NY 11219 SFD 7.750 6.250 $2,470.85 180 1-Dec-12 $254,515.31
4818151 FREMONT CA 94539 SFD 7.125 6.250 $4,009.21 180 1-Aug-13 $439,829.26
4818192 SAN CARLOS CA 94070 SFD 7.125 6.250 $2,717.50 180 1-Aug-13 $298,121.94
4818264 LOS GATOS CA 95032 SFD 7.125 6.250 $3,147.77 180 1-Sep-13 $346,163.28
4818305 LA JOLLA CA 92037 SFD 7.375 6.250 $7,359.39 180 1-Sep-13 $797,557.28
4818554 TUCSON AZ 85750 SFD 6.875 6.250 $3,299.86 180 1-Aug-13 $367,633.10
4818561 LARCHMONT NY 10538 SFD 7.125 6.250 $4,076.25 180 1-Sep-13 $448,595.63
4818727 RALEIGH NC 27615 SFD 6.750 6.250 $3,185.68 180 1-Sep-13 $358,839.32
4818825 DANVILLE CA 94506 SFD 7.250 6.250 $3,030.71 180 1-Sep-13 $330,975.12
4818907 BATON ROUGE LA 70810 SFD 6.750 6.250 $3,229.92 180 1-Aug-13 $362,639.80
4819042 MCLEAN VA 22101 SFD 7.000 6.250 $3,088.56 180 1-Aug-13 $341,445.46
4819045 ORANGE CT 06477 SFD 7.000 6.250 $2,696.49 180 1-Sep-13 $299,053.51
4819105 CAMPBELL CA 95008 SFD 7.000 6.250 $2,458.16 180 1-Sep-13 $272,622.17
4819111 OCALA FL 34474 SFD 7.000 6.250 $2,696.49 180 1-Aug-13 $297,397.42
4819121 SAN ANTONIO TX 78232 SFD 6.750 6.250 $3,070.64 180 1-Sep-13 $344,881.24
4819247 BLUE BELL PA 19422 SFD 6.875 6.250 $2,229.64 180 1-Aug-13 $246,395.00
4819391 HUNTINGTON BEACH CA 92648 SFD 6.750 6.250 $3,663.53 180 1-Aug-13 $411,322.93
4819516 NORTHBROOK IL 60062 SFD 7.625 6.250 $2,335.33 180 1-Oct-12 $240,718.63
4819564 SAN DIEGO CA 92107 SFD 7.250 6.250 $4,849.13 180 1-Jun-13 $524,581.13
4819627 CHULA VISTA CA 91910 SFD 7.375 6.250 $3,569.31 180 1-Jun-13 $383,217.24
4819676 CUPERTINO CA 95014 SFD 7.375 6.250 $2,609.03 180 1-Jun-13 $280,116.97
4819847 FREMONT CA 94539 SFD 7.000 6.250 $3,074.00 180 1-Sep-13 $339,921.00
4819860 DALLAS TX 75214 SFD 7.250 6.250 $2,462.91 180 1-Sep-13 $268,967.13
4819895 CLAYTON MO 63105 LCO 6.875 6.250 $896.32 180 1-Sep-13 $100,179.46
4819962 PALM DESERT CA 92211 SFD 7.125 6.250 $2,187.59 180 1-Oct-13 $241,500.00
4820332 ALDIE VA 20105 SFD 7.500 6.250 $2,224.83 180 1-Jun-13 $237,073.38
4820468 NAPELS FL 34110 SFD 7.250 6.250 $5,299.17 180 1-Aug-13 $576,905.21
4820562 CRANSTON RI 02920 SFD 7.000 6.250 $3,190.85 180 1-Sep-13 $353,879.99
4820582 CHESTERFIELD MO 63017 SFD 7.125 6.250 $3,442.16 180 1-May-13 $372,191.01
4820594 ORCHARD LAKE MI 48323 SFD 7.000 6.250 $2,345.50 180 1-Sep-13 $260,126.71
4820805 MEQUON WI 53097 SFD 6.125 5.858 $2,109.55 180 1-Aug-13 $246,308.26
4820849 CHESHIRE CT 06410 SFD 7.000 6.250 $4,494.15 180 1-Sep-13 $498,422.52
4820910 ATHERTON CA 94027 SFD 7.250 6.250 $6,545.23 180 1-Sep-13 $714,786.65
4820970 BONITA SPRINGS FL 34134 SFD 6.875 6.250 $3,466.64 180 1-Sep-13 $387,460.29
4820977 REISTERSTOWN MD 21136 SFD 6.250 5.983 $3,000.99 180 1-Sep-13 $348,821.93
4821125 HOUSTON TX 77024 SFD 7.000 6.250 $8,988.29 180 1-Aug-13 $993,420.22
4821156 SARATOGA CA 95070 SFD 7.000 6.250 $3,730.14 180 1-Aug-13 $412,373.75
4821172 SAN JOSE CA 95126 SFD 7.125 6.250 $4,166.83 180 1-Aug-13 $457,120.32
4821292 CUPERTINO CA 95014 SFD 7.000 6.250 $3,864.97 180 1-Aug-13 $427,278.81
4821297 GREENWICH CT 06870 SFD 6.875 6.250 $5,797.06 180 1-Sep-13 $647,926.90
4821367 SAN JOSE CA 95148 SFD 7.125 6.250 $2,418.57 180 1-Aug-13 $265,328.54
4821613 MIAMI SHORES FL 33138 SFD 7.125 6.250 $2,681.27 180 1-Aug-13 $294,146.98
4821643 PALO ALTO CA 94304 SFD 7.125 6.250 $9,058.32 180 1-Sep-13 $996,879.18
4821819 CUMMING GA 30040 SFD 7.125 6.250 $905.83 180 1-Aug-13 $99,373.99
4821877 ZIONSVILLE IN 46077 SFD 6.875 6.250 $4,236.31 180 1-Sep-13 $473,485.04
4821924 MENLO PARK CA 94025 SFD 7.250 6.250 $2,601.66 180 1-Sep-13 $284,120.22
4821932 FREMONT CA 94539 SFD 7.125 6.250 $2,880.55 180 1-Sep-13 $317,007.58
4822049 CHICO CA 95928 SFD 7.000 6.250 $3,406.56 180 1-Jul-13 $375,391.86
4822082 NAPERVILLE IL 60564 SFD 6.750 6.250 $2,203.43 180 1-Sep-13 $248,097.20
4822275 COLUMBIA MD 21044 SFD 6.750 6.250 $2,619.34 180 1-Sep-13 $295,045.66
4822388 CUPERTINO CA 95014 SFD 7.000 6.250 $4,179.56 180 1-Aug-13 $459,723.35
4822515 BEVERLY HILLS CA 90210 SFD 6.750 6.250 $8,450.89 180 1-Sep-13 $951,920.99
4822561 DULUTH GA 30097 SFD 6.875 6.250 $3,203.54 180 1-Sep-13 $358,054.38
4822606 SAN ANTONIO TX 78209 SFD 6.875 6.250 $5,351.13 180 1-Sep-13 $598,086.37
4822810 PLANO TX 75093 SFD 6.750 6.250 $2,685.71 180 1-Aug-13 $301,537.45
4822841 GARDEN CITY NY 11530 SFD 7.000 6.250 $3,045.24 180 1-Oct-13 $338,800.00
4822899 WINTER PARK FL 32789 SFD 6.875 6.250 $2,256.40 180 1-Sep-13 $252,193.08
4822941 SAINT CHARLES IL 60175 SFD 6.875 6.250 $3,478.24 180 1-Sep-13 $388,756.14
4822989 SAN DIEGO CA 92122 LCO 7.250 6.250 $2,857.27 180 1-Sep-13 $312,033.77
4823140 ORANGE CA 92867 SFD 7.000 6.250 $3,235.79 180 1-Aug-13 $357,717.56
4823165 DARIEN CT 06820 SFD 7.000 6.250 $4,359.32 180 1-Sep-13 $483,469.85
4823215 PLANO TX 75093 SFD 6.875 6.250 $2,193.97 180 1-Aug-13 $244,426.32
4823224 PLANTATION FL 33324 SFD 7.000 6.250 $2,867.27 180 1-Aug-13 $316,981.25
4823368 THORNTON PA 19373 SFD 7.000 6.250 $2,247.08 180 1-Sep-13 $249,211.25
4823389 MALIBU CA 90265 SFD 7.250 6.250 $4,336.10 180 1-Sep-13 $473,533.69
4823501 LAS VEGAS NV 89129 SFD 7.000 6.250 $2,143.71 180 1-Aug-13 $236,990.69
4823515 BETHESDA MD 20817 SFD 6.875 6.250 $3,531.75 180 1-Sep-13 $394,737.00
4823729 PLANO TX 75093 SFD 6.875 6.250 $4,459.28 180 1-Aug-13 $496,801.47
4823792 RAMSEY NJ 07642 SFD 6.375 6.108 $2,416.45 180 1-Oct-13 $279,600.00
4823819 PLAYA DEL REY CA 90293 SFD 6.875 6.250 $3,076.90 180 1-Sep-13 $343,899.66
4823822 VIENNA VA 22182 SFD 6.875 6.250 $2,229.64 180 1-Aug-13 $248,400.73
4823853 DALLAS TX 75230 SFD 7.250 6.250 $3,147.10 180 1-Sep-13 $343,685.76
4823889 LAS VEGAS NV 89117 PUD 7.500 6.250 $2,210.93 180 1-Sep-13 $237,779.70
4823914 HILLSBOROUGH NC 27278 SFD 6.875 6.250 $2,247.48 180 1-Sep-13 $251,195.47
4823917 SAN DIEGO CA 92037 SFD 7.375 6.250 $2,759.78 180 1-Aug-13 $298,162.31
4823962 WESTPORT CT 06880 SFD 7.000 6.250 $8,089.46 180 1-Sep-13 $897,160.54
4824005 ASHEVILLE NC 28803 SFD 6.875 6.250 $2,390.17 180 1-Sep-13 $267,145.25
4824028 SPRINGFIELD IL 62704 SFD 6.875 6.250 $2,668.04 180 1-Oct-13 $299,156.00
4824102 GREENWICH CT 06830 SFD 6.750 6.250 $3,893.61 180 1-Sep-13 $438,581.39
4824188 TAMPA FL 33606 SFD 6.875 6.250 $5,797.06 180 1-Sep-13 $647,926.90
4824206 NEW ORLEANS LA 70115 SFD 6.875 6.250 $5,583.01 180 1-Aug-13 $621,995.45
4824218 SPERRYVILLE VA 22740 SFD 7.375 6.250 $2,483.79 180 1-May-13 $265,826.95
4824276 BELTON MO 64012 SFD 6.875 6.250 $3,121.49 180 1-Oct-13 $350,000.00
4824338 TUSCALOOSA AL 35406 SFD 6.875 6.250 $2,229.64 180 1-Oct-13 $250,000.00
4824370 CHAPPAQUA NY 10514 SFD 7.375 6.250 $5,436.75 180 1-Aug-13 $587,379.79
4824442 FREMONT CA 94536 SFD 7.000 6.250 $2,615.59 180 1-Jul-13 $288,229.63
4824472 VANCOUVER WA 98685 SFD 7.500 6.250 $2,465.85 180 1-Jul-13 $263,543.90
4824525 MARIETTA GA 30068 SFD 7.250 6.250 $3,090.05 180 1-Sep-13 $337,455.05
4824844 HUMBLE TX 77346 SFD 6.875 6.250 $2,604.22 180 1-Sep-13 $291,068.70
4824869 HOUSTON TX 77024 SFD 7.500 6.250 $2,475.13 180 1-Aug-13 $265,382.20
4824928 NEWTON MA 02168 SFD 7.250 6.250 $2,738.59 180 1-Oct-13 $300,000.00
4824961 LA CANADA FLINTRIDGE CA 91011 SFD 7.250 6.250 $8,215.77 180 1-Sep-13 $897,221.73
4825132 WASHINGTON DC 20007 SFD 7.000 6.250 $5,617.68 180 1-Sep-13 $623,028.15
4825325 SAN FRANCISCO CA 94121 SFD 7.250 6.250 $8,931.46 180 1-Sep-13 $975,379.71
4825455 LA JOLLA CA 92037 SFD 7.375 6.250 $6,209.49 180 1-Sep-13 $672,938.95
4825509 FLOWER MOUND TX 75028 SFD 6.875 6.250 $3,674.44 180 1-Sep-13 $410,685.98
4825581 HOUSTON TX 77005 SFD 6.875 6.250 $4,923.04 180 1-Aug-13 $548,468.83
4825623 PLANO TX 75023 SFD 7.375 6.250 $2,612.59 180 1-Sep-13 $283,132.83
4825679 HOUSTON TX 77077 SFD 7.250 6.250 $1,643.16 180 1-Sep-13 $179,444.34
4825689 HOUSTON TX 77056 HCO 6.875 6.250 $5,797.06 180 1-Sep-13 $647,926.90
4825845 SOLANA BEACH CA 92075 SFD 7.375 6.250 $3,514.11 180 1-Sep-13 $380,833.60
4825948 HILLSBOROUGH CA 94010 SFD 7.100 6.250 $7,371.10 180 1-Jul-13 $807,307.61
4825958 KEY BISCAYNE FL 33149 HCO 7.750 6.250 $2,188.47 180 1-Jul-13 $230,425.94
4825962 GILROY CA 95020 SFD 7.350 6.250 $2,533.25 180 1-Jul-13 $273,252.54
4825968 RANCHO PALOS VERDES CA 90275 SFD 7.100 6.250 $3,156.46 180 1-Jul-13 $345,705.96
4825972 ROSLYN NY 11576 SFD 7.250 6.250 $2,870.96 180 1-Jul-13 $311,569.80
4825974 GILROY CA 95020 SFD 7.150 6.250 $2,381.50 180 1-Jul-13 $260,033.04
4826013 CINCINNATI OH 45208 SFD 7.000 6.250 $3,595.31 180 1-Aug-13 $397,468.68
4826029 OCEAN RIDGE FL 33435 SFD 7.250 6.250 $4,555.19 180 1-Jul-13 $494,350.83
4826057 CARMEL CA 93921 SFD 6.850 6.250 $5,093.45 180 1-Jul-13 $566,483.78
4826064 FRONTENAC MO 63131 SFD 7.500 6.250 $4,171.56 180 1-Jul-13 $445,814.21
4826083 SAN FRANCISCO CA 94127 SFD 7.050 6.250 $3,381.10 180 1-Jul-13 $371,426.26
4826090 WALNUT CREEK CA 94598 SFD 7.150 6.250 $2,531.19 180 1-Jul-13 $275,372.04
4826094 SANTA MONICA CA 90403 SFD 6.850 6.250 $4,096.13 180 1-Jul-13 $455,461.30
4826100 AUSTIN TX 78731 SFD 6.500 6.233 $2,373.77 180 1-Aug-13 $270,699.68
4826101 ATHERTON CA 94027 SFD 6.700 6.250 $5,725.09 180 1-Jul-13 $642,660.21
4826102 SAN JOSE CA 95148 SFD 7.450 6.250 $2,310.44 180 1-Jul-13 $247,710.78
4826114 DOWNEY CA 90240 SFD 6.900 6.250 $3,126.37 180 1-Apr-13 $343,219.97
4826128 MONTARA CA 94037 SFD 6.750 6.250 $3,044.09 180 1-Jul-13 $340,653.98
4826132 REDWOOD CITY CA 94061 SFD 7.200 6.250 $2,866.65 180 1-Jul-13 $312,052.44
4826139 BURLINGAME CA 94010 SFD 6.800 6.250 $3,772.66 180 1-Jul-13 $420,873.23
4826142 VENTURA CA 93001 SFD 7.250 6.250 $3,277.18 180 1-Sep-13 $357,891.78
4826149 SAN JOSE CA 95125 SFD 7.350 6.250 $2,334.85 180 1-Jul-13 $251,852.06
4826151 LAFAYETTE CA 94549 SFD 6.850 6.250 $3,873.52 180 1-Jul-13 $430,804.97
4826169 SAN CLEMENTE CA 92672 SFD 6.800 6.250 $2,698.56 180 1-Jul-13 $299,352.87
4826304 HOUSTON TX 77042 SFD 6.750 6.250 $2,583.06 180 1-Sep-13 $290,958.88
4826482 OLD WESTBURY NY 11568 SFD 7.500 6.250 $1,703.39 180 1-Sep-13 $183,195.05
4826522 AUBURNDALE FL 33823 SFD 7.125 6.250 $2,600.65 180 1-Aug-13 $285,302.70
4826563 SUGAR LAND TX 77479 SFD 6.875 6.250 $3,808.22 180 1-Sep-13 $425,638.13
4826666 HIGHLAND MD 20777 SFD 7.250 6.250 $3,121.99 180 1-Aug-13 $339,882.14
4827176 TAMPA FL 33611 SFD 6.875 6.250 $2,568.55 180 1-Aug-13 $286,157.64
4827215 GREAT NECK NY 11021 SFD 7.250 6.250 $3,907.06 180 1-Sep-13 $426,678.77
4827292 ATLANTA GA 30342 SFD 7.250 6.250 $3,185.90 180 1-Aug-13 $346,495.76
4827897 PENNINGTON NJ 08534 SFD 6.500 6.233 $2,378.13 180 1-Oct-13 $273,000.00
4828330 CHAPEL HILL NC 27514 SFD 6.750 6.250 $2,336.17 180 1-Sep-13 $263,148.83
4828348 SANTA BARBARA CA 93110 SFD 7.125 6.250 $6,793.74 180 1-Sep-13 $747,659.39
4828353 CARMEL IN 46033 SFD 7.250 6.250 $3,126.10 180 1-Sep-13 $341,392.87
4828382 SUNSET HILLS MO 63127 SFD 6.875 6.250 $2,434.77 180 1-Sep-13 $272,129.29
4828641 HOLLISTON MA 01746 SFD 7.000 6.250 $2,462.79 180 1-Sep-13 $273,135.54
4828774 SEDONA AZ 86336 SFD 7.250 6.250 $3,487.14 180 1-Sep-13 $380,820.78
4828900 SEBASTOPOL CA 95472 SFD 7.375 6.250 $4,089.06 180 1-Aug-13 $439,185.81
4828911 PALM BEACH FL 33480 SFD 6.625 6.250 $3,292.48 180 1-Oct-13 $375,000.00
4829044 SARASOTA FL 34240 SFD 6.375 6.108 $2,826.10 180 1-Sep-13 $325,911.09
4829138 SANTA BARBARA CA 93110 SFD 7.125 6.250 $2,717.50 180 1-Sep-13 $298,781.25
4829323 SUNNYVALE CA 94087 SFD 7.125 6.250 $2,174.00 180 1-Sep-13 $239,251.00
4829445 HOUSTON TX 77019 SFD 7.250 6.250 $2,738.59 180 1-Oct-13 $300,000.00
4829513 HOUSTON TX 77056 SFD 6.750 6.250 $1,699.03 180 1-Sep-13 $191,380.97
4829521 DANVILLE CA 94506 PUD 7.375 6.250 $2,943.76 180 1-Sep-13 $319,022.91
4829681 PUYALLUP WA 98373 SFD 7.000 6.250 $853.89 180 1-Sep-13 $94,700.28
4829807 LITTLE ROCK AR 72211 SFD 6.875 6.250 $2,488.28 180 1-Aug-13 $277,215.22
4829848 MENLO PARK CA 94025 SFD 7.375 6.250 $2,476.44 180 1-Sep-13 $268,378.02
4829935 SANDS POINT NY 11050 SFD 6.750 6.250 $4,690.03 180 1-Oct-13 $530,000.00
4829980 THOUSANG OAKS CA 91320 SFD 7.375 6.250 $2,474.59 180 1-Aug-13 $267,352.23
4829997 POWDER SPRINGS GA 30127 SFD 6.625 6.250 $2,290.78 180 1-Aug-13 $259,204.64
4830098 PLANO TX 75093 SFD 6.875 6.250 $2,497.20 180 1-Aug-13 $278,208.82
4830313 ORANGE CA 92867 SFD 6.875 6.250 $2,376.79 180 1-Aug-13 $264,795.19
4830628 GURNEE IL 60031 SFD 6.625 6.250 $2,572.53 180 1-Oct-13 $293,000.00
4830935 GLASTONBURY CT 06033 SFD 6.500 6.233 $3,135.99 180 1-Sep-13 $358,814.01
4831096 MAMARONECK NY 10543 SFD 7.125 6.250 $4,166.82 180 1-Aug-13 $457,120.34
4831324 OCALA FL 34480 SFD 7.875 6.250 $341.45 180 1-Jul-13 $35,682.32
4831362 GLENBROOK NV 89413 SFD 7.250 6.250 $5,751.04 180 1-Jul-13 $624,130.31
4831543 HIGH POINT NC 27262 SFD 7.000 6.250 $2,876.26 180 1-Sep-13 $318,990.41
4831843 PLEASANTON CA 94566 SFD 7.125 6.250 $5,136.06 180 1-Aug-13 $563,450.50
4831865 SARATOGA CA 95070 SFD 7.125 6.250 $5,652.39 180 1-Aug-13 $620,093.66
4831873 TORRANCE CA 90503 SFD 7.000 6.250 $2,552.67 180 1-Aug-13 $282,202.77
4831876 GREENVILLE NC 27834 SFD 6.875 6.250 $2,850.37 180 1-Sep-13 $318,580.67
4831884 NORTHRIDGE CA 91326 SFD 7.000 6.250 $2,512.23 180 1-Aug-13 $277,731.23
4831987 BOCA RATON FL 33432 SFD 6.875 6.250 $4,744.67 180 1-Sep-13 $529,047.92
4832152 SAN CARLOS CA 94070 SFD 7.250 6.250 $2,289.47 180 1-Sep-13 $250,025.78
4832197 MORGAN HILL CA 95037 SFD 7.625 6.250 $2,335.33 180 1-Sep-13 $249,253.21
4832293 SAN JOSE CA 95129 SFD 7.250 6.250 $2,765.98 180 1-Aug-13 $301,123.64
4832949 LOS ALTOS CA 94024 SFD 7.000 6.250 $4,979.51 180 1-Aug-13 $548,760.40
4833021 THOUSAND OAKS CA 91360 SFD 7.500 6.250 $3,527.29 180 1-Sep-13 $379,350.84
4833100 BROOKLYN NY 11230 SFD 7.000 6.250 $2,696.49 180 1-Sep-13 $299,053.51
4833152 LOS ANGELES CA 90064 SFD 6.875 6.250 $2,443.69 180 1-Sep-13 $273,126.10
4833196 WALNUT CA 91789 SFD 7.000 6.250 $3,667.22 180 1-Aug-13 $405,418.05
4833245 HOUSTON TX 77005 SFD 6.875 6.250 $2,702.32 180 1-Sep-13 $302,033.62
4833288 FLORISSANT CO 80816 SFD 6.750 6.250 $3,008.70 180 1-Sep-13 $338,903.80
4833300 SANTA ANNA CA 92705 SFD 7.000 6.250 $3,415.55 180 1-Sep-13 $378,801.12
4833429 PARK CITY UT 84098 SFD 6.750 6.250 $3,110.46 180 1-Aug-13 $349,227.08
4833660 SANTA BARBARA CA 93109 SFD 7.625 6.250 $1,466.59 180 1-Sep-13 $156,531.01
4833669 GOLDEN CO 80401 PUD 7.250 6.250 $3,423.24 180 1-Oct-13 $375,000.00
4834387 CYPRESS CA 90630 SFD 6.875 6.250 $3,268.65 180 1-Aug-13 $364,155.48
4834478 INDIANAPOLIS IN 46240 LCO 6.750 6.250 $3,539.64 180 1-Sep-13 $398,710.36
4834519 FRANKLIN TN 37067 SFD 7.250 6.250 $2,909.76 180 1-Aug-13 $316,776.10
4834626 REDWOOD CITY CA 94062 SFD 7.375 6.250 $3,679.70 180 1-Sep-13 $394,653.44
4834714 LA JOLLA CA 92037 SFD 7.000 6.250 $3,572.85 180 1-Sep-13 $396,245.90
4834722 LAGUNA HILLS CA 92653 SFD 7.000 6.250 $3,851.48 180 1-Aug-13 $425,788.32
4834969 PALM BEACH GARDENS FL 33418 SFD 6.625 6.250 $2,633.99 180 1-Sep-13 $299,022.26
4834980 FOUNTAIN HILLS AZ 85268 SFD 6.500 6.233 $2,613.33 180 1-Oct-13 $300,000.00
4835265 SAN ANTONIO TX 78212 SFD 6.875 6.250 $5,351.13 180 1-Sep-13 $595,202.49
4835425 LAKE ARROWHEAD AREA CA 92352 SFD 6.875 6.250 $3,420.27 180 1-Apr-13 $376,055.26
4835436 CORONA CA 91719 SFD 6.875 6.250 $5,797.06 180 1-Apr-13 $637,381.86
4835723 SARATOGA CA 95070 SFD 7.200 6.250 $7,125.67 180 1-Jun-13 $773,201.57
4835726 NAPLES FL 34109 SFD 6.875 6.250 $2,613.14 180 1-Oct-13 $293,000.00
4835735 MISSION VIEJO CA 92692 SFD 7.100 6.250 $3,255.95 180 1-Jun-13 $355,331.62
4835745 UPLAND CA 91784 SFD 7.000 6.250 $2,202.13 180 1-Aug-13 $241,849.17
4835747 GLENCOE IL 60022 SFD 7.100 6.250 $3,310.21 180 1-Aug-13 $363,703.81
4835754 THOUSAND OAKS CA 91362 SFD 7.250 6.250 $2,336.93 180 1-Aug-13 $253,484.35
4835775 LOS GATOS CA 95032 SFD 7.375 6.250 $5,312.56 180 1-Aug-13 $573,962.48
4836518 PALO ALTO CA 94301 SFD 7.000 6.250 $2,417.85 180 1-Aug-13 $267,215.06
4836619 WILTON CT 06897 SFD 6.750 6.250 $2,725.53 180 1-Oct-13 $308,000.00
4837293 POMPANO BEACH FL 33062 SFD 6.750 6.250 $3,008.70 180 1-Sep-13 $338,903.05
4838061 GLENDALE CA 91214 SFD 7.375 6.250 $2,529.79 180 1-Aug-13 $273,311.90
4838130 LAFAYETTE CA 94549 SFD 7.000 6.250 $2,606.60 180 1-Aug-13 $288,164.80
4838370 FORT LAUDERDALE FL 33305 SFD 7.375 6.250 $579.56 180 1-Sep-13 $62,807.63
4838589 BEND OR 97701 SFD 6.875 6.250 $5,351.13 180 1-Sep-13 $598,086.37
4838601 MONROE LA 71201 SFD 6.875 6.250 $2,675.57 180 1-Sep-13 $299,043.18
4838830 SOLVANG CA 93463 SFD 7.375 6.250 $2,980.55 180 1-Aug-13 $316,172.52
4838943 BOWLING GREEN KY 42103 SFD 6.875 6.250 $2,318.82 180 1-Sep-13 $259,170.77
4839177 NAPLES FL 34114 SFD 6.875 6.250 $2,258.63 180 1-Oct-13 $253,250.00
4839218 SARATOGA CA 95070 SFD 7.125 6.250 $2,491.04 180 1-Aug-13 $273,278.45
4839392 BRIARCLIFF MANOR NY 10510 SFD 6.875 6.250 $3,924.16 180 1-Aug-13 $437,185.31
4839452 SADDLE RIVER NJ 07458 SFD 7.125 6.250 $3,623.33 180 1-Oct-13 $400,000.00
4839604 STAMFORD CT 06902 LCO 7.000 6.250 $876.36 180 1-Oct-13 $97,500.00
4839818 FOUNTAIN VALLEY CA 92708 SFD 7.375 6.250 $2,667.78 180 1-Sep-13 $289,114.51
4839820 UPLAND CA 91784 SFD 7.000 6.250 $2,265.05 180 1-Sep-13 $251,204.95
4839948 HUNTINGTON BEACH CA 92648 SFD 7.000 6.250 $4,718.85 180 1-Sep-13 $522,843.65
4840023 POTOMAC MD 20854 SFD 6.875 6.250 $2,653.27 180 1-Sep-13 $296,551.16
4840073 MERCER ISLAND WA 98040 SFD 6.750 6.250 $2,875.96 180 1-Sep-13 $323,828.13
4840345 MODESTO CA 95356 SFD 6.875 6.250 $3,433.64 180 1-Sep-13 $383,772.09
4840576 NORTHBROOK IL 60062 SFD 7.125 6.250 $4,184.94 180 1-Oct-13 $462,000.00
4840627 CONGERS NY 10920 SFD 7.250 6.250 $2,160.75 180 1-Sep-13 $235,969.31
4840712 SUNNYVALE CA 94087 SFD 7.250 6.250 $3,249.79 180 1-Sep-13 $354,901.04
4840743 IRVINE CA 92620 SFD 7.375 6.250 $2,597.86 180 1-Aug-13 $280,670.14
4840780 HAMPTON VA 23669 LCO 6.875 6.250 $2,469.54 180 1-Aug-13 $275,128.68
4840808 CARY NC 27513 SFD 6.875 6.250 $3,264.19 180 1-Sep-13 $364,832.69
4840831 CYPRESS CA 90630 SFD 7.250 6.250 $2,464.73 180 1-Aug-13 $268,328.00
4840965 DANVILLE CA 94526 SFD 7.125 6.250 $3,170.41 180 1-Aug-13 $347,808.95
4841294 PLANO TX 75093 SFD 7.000 6.250 $2,426.84 180 1-Sep-13 $269,148.16
4841321 DALLAS TX 75220 SFD 6.875 6.250 $2,795.52 180 1-Sep-13 $312,450.29
4841596 FREMONT CA 94536 SFD 7.250 6.250 $2,277.60 180 1-Sep-13 $248,729.80
4841659 ALAMEDA CA 94501 SFD 7.250 6.250 $2,053.95 180 1-Aug-13 $223,606.66
4841661 SAN MATEO CA 94401 SFD 7.375 6.250 $1,241.90 180 1-Aug-13 $134,173.04
4842751 BELLE MEAD NJ 08502 SFD 6.875 6.250 $2,318.83 180 1-Oct-13 $260,000.00
4843085 TOPSFIELD MA 01983 SFD 7.125 6.250 $3,170.41 180 1-Sep-13 $348,907.72
4843139 TORRANCE CA 90505 SFD 6.875 6.250 $2,425.84 180 1-Aug-13 $270,260.02
4843200 LA JOLLA CA 92037 SFD 7.625 6.250 $4,899.98 180 1-Aug-13 $521,406.24
4843350 BOCA RATON FL 33431 SFD 7.375 6.250 $2,667.78 180 1-Oct-13 $290,000.00
4843481 DEERFIELD IL 60015 SFD 6.875 6.250 $2,318.83 180 1-Sep-13 $259,170.75
4843761 BURLINGAME CA 94010 SFD 7.125 6.250 $2,789.96 180 1-Sep-13 $307,038.79
4843896 SAN JOSE CA 95133 SFD 7.125 6.250 $2,128.70 180 1-Aug-13 $233,528.88
4843923 DALLAS TX 75225 HCO 7.000 6.250 $8,988.29 180 1-Sep-13 $996,845.04
4844251 CORONADO CA 92118 SFD 7.000 6.250 $6,067.10 180 1-Oct-13 $675,000.00
4844553 SARATOGA CA 95070 SFD 6.875 6.250 $4,726.83 180 1-Sep-13 $528,309.63
4844828 LOS ALTOS CA 94022 SFD 6.625 6.250 $3,511.98 180 1-Sep-13 $398,696.35
4844922 STOCKTON CA 95212 SFD 6.750 6.250 $3,309.56 180 1-Aug-13 $371,581.60
4845143 CUPERTINO CA 95014 SFD 7.250 6.250 $2,921.16 180 1-Aug-13 $318,018.39
4845397 BLOOMINGTON IL 61704 SFD 6.750 6.250 $2,123.79 180 1-Oct-13 $240,000.00
4845536 DARIEN CT 06820 SFD 6.625 6.250 $3,731.48 180 1-Sep-13 $423,614.87
4845874 TORRANCE CA 90503 LCO 7.375 6.250 $2,378.92 180 1-Aug-13 $256,615.94
4846035 INDIALANTIC FL 32903 SFD 6.875 6.250 $4,566.30 180 1-Oct-13 $512,000.00
4846215 BETHESDA MD 20816 SFD 6.875 6.250 $3,389.05 180 1-Oct-13 $380,000.00
4846349 RANCHO PALOS VERDES CA 90275 SFD 7.000 6.250 $3,785.87 180 1-Aug-13 $418,534.51
4846475 HOUSTON TX 77024 SFD 6.625 6.250 $3,226.63 180 1-Oct-13 $367,500.00
4846635 DEERING NH 03244 SFD 7.375 6.250 $2,492.99 180 1-Aug-13 $266,681.74
4846817 PALO ALTO CA 94301 SFD 7.000 6.250 $3,145.90 180 1-Sep-13 $348,895.77
4846897 STRATTON VT 05155 SFD 7.000 6.250 $3,622.28 180 1-Oct-13 $403,000.00
4846933 BELMONT CA 94002 SFD 7.125 6.250 $2,898.66 180 1-Sep-13 $319,001.34
4846959 SCOTTS VALLEY CA 95066 SFD 7.000 6.250 $3,882.94 180 1-Aug-13 $429,266.17
4847999 FORT LAUDERDALE FL 33308 SFD 6.875 6.250 $2,720.16 180 1-Sep-13 $303,527.24
4848091 WEST WINDSOR NJ 08550 SFD 6.875 6.250 $2,060.19 180 1-Oct-13 $231,000.00
4848423 ESCONDIDO CA 92029 SFD 6.750 6.250 $2,663.58 180 1-Aug-13 $299,053.64
4848425 ST LOUIS MO 63141 SFD 7.125 6.250 $4,529.16 180 1-Jul-13 $495,290.93
4848427 WINCHESTER VA 22603 SFD 7.250 6.250 $2,147.06 180 1-Aug-13 $233,743.49
4848444 LOUISVILLE KY 40207 SFD 7.125 6.250 $2,898.66 180 1-Aug-13 $317,996.75
4848603 SUGARLOAF SHORES FL 33042 SFD 7.250 6.250 $2,921.17 180 1-Oct-13 $320,000.00
4848779 INDIAN ROCKS BEACH FL 34634 SFD 7.375 6.250 $3,026.55 180 1-Oct-13 $329,000.00
4849141 MEQUON WI 53092 LCO 7.000 6.250 $2,103.26 180 1-Aug-13 $232,519.17
4849155 RIVER HILLS WI 53217 SFD 7.000 6.250 $5,494.09 180 1-Aug-13 $607,381.79
4849168 MADISON WI 53711 SFD 7.125 6.250 $4,896.02 180 1-Aug-13 $537,116.38
4849241 SUNNYVALE CA 94087 SFD 6.750 6.250 $2,256.52 180 1-Oct-13 $255,000.00
4849941 ROLLING HILLS ESTATE CA 90274 SFD 6.625 6.250 $3,511.98 180 1-Oct-13 $400,000.00
4849964 SAN MATEO CA 94403 SFD 7.375 6.250 $3,110.27 180 1-Oct-13 $338,100.00
4850109 MARIETTA GA 30067 SFD 6.875 6.250 $3,273.11 180 1-Oct-13 $367,000.00
4850156 ATHERTON CA 94027 SFD 7.125 6.250 $2,518.21 180 1-Sep-13 $277,132.42
4850218 MORAGA CA 94556 SFD 7.000 6.250 $3,999.79 180 1-Aug-13 $442,183.90
4850608 LAS VEGAS NV 89123 SFD 7.250 6.250 $2,841.29 180 1-Sep-13 $310,289.18
4851206 TRABUCO CANYON AREA CA 92679 PUD 7.000 6.250 $3,595.32 180 1-Sep-13 $398,738.02
4851480 NORFOLK CT 06058 SFD 6.750 6.250 $2,380.41 180 1-Oct-13 $269,000.00
4851681 ROSWELL GA 30076 SFD 7.375 6.250 $2,364.21 180 1-Oct-13 $257,000.00
4851722 WALLINGFORD CT 06492 SFD 7.250 6.250 $1,962.66 180 1-Oct-13 $215,000.00
4851751 SAN FRANCISCO CA 94132 SFD 7.375 6.250 $4,553.62 180 1-Sep-13 $493,488.57
4851967 KANSAS CITY MO 64145 SFD 7.000 6.250 $2,696.48 180 1-Aug-13 $298,101.52
4851975 CHESTERFIELD MO 63017 SFD 7.125 6.250 $3,032.72 180 1-Jul-13 $331,646.83
4851993 COLORADO SPRINGS CO 80904 SFD 7.125 6.250 $3,170.41 180 1-Aug-13 $347,808.95
4852003 BOSSIER CITY LA 71111 SFD 6.750 6.250 $2,300.77 180 1-Jun-13 $255,761.24
4852050 HILLSBOROUGH CA 94010 SFD 7.250 6.250 $3,970.95 180 1-Aug-13 $424,239.24
4852074 BELLEVILLE IL 62220 SFD 7.125 6.250 $3,804.49 180 1-Jul-13 $416,044.39
4852078 DUCK NC 27949 SFD 6.875 6.250 $2,497.19 180 1-Aug-13 $278,208.84
4852092 NAPERVILLE IL 60565 SFD 7.000 6.250 $4,089.67 180 1-Aug-13 $452,120.62
4852098 SANTA FE NM 87501 SFD 6.875 6.250 $2,408.01 180 1-Aug-13 $268,272.80
4852110 AURORA IL 60506 SFD 7.125 6.250 $3,396.87 180 1-Aug-13 $372,652.44
4852122 HOT SPRINGS AR 71913 SFD 6.875 6.250 $2,390.17 180 1-Aug-13 $266,285.60
4852127 DUXBURY MA 02332 SFD 7.125 6.250 $5,887.90 180 1-Aug-13 $645,930.91
4852137 INVER GROVE HGTS MN 55077 SFD 7.250 6.250 $2,916.15 180 1-Jul-13 $316,473.68
4852150 DALLAS TX 75287 SFD 6.875 6.250 $2,568.55 180 1-Oct-13 $288,000.00
4852319 COLTS NECK NJ 07722 SFD 7.250 6.250 $4,290.46 180 1-Aug-13 $467,089.49
4852327 HOT SPRINGS AR 71913 SFD 7.000 6.250 $2,169.78 180 1-Aug-13 $239,872.33
4852331 OVERLAND PARK KS 66221 SFD 7.000 6.250 $2,247.08 180 1-Aug-13 $248,417.91
4852334 CHICAGO IL 60657 SFD 7.000 6.250 $2,876.26 180 1-Aug-13 $317,851.19
4852337 SAPPHIRE NC 28774 SFD 6.875 6.250 $2,305.44 180 1-Jul-13 $256,012.46
4852350 TOWN AND COUNTRY MO 63131 SFD 7.000 6.250 $2,527.51 180 1-Aug-13 $279,420.48
4852387 SARATOGA CA 95070 PUD 6.500 6.233 $2,496.60 180 1-Oct-13 $286,600.00
4853703 LAWRENCE KS 66049 SFD 6.500 6.233 $2,162.09 180 1-Oct-13 $248,200.00
4854639 FALLBROOK CA 92028 SFD 7.250 6.250 $3,756.43 180 1-Sep-13 $410,229.72
4854666 WALNUT CREEK CA 94598 SFD 6.750 6.250 $4,778.52 180 1-Aug-13 $536,508.17
4854809 RANCHO PALOS VERDES CA 90275 SFD 700% 6.250 $3,667.22 180 41518 $406,712.78
4854986 SAN DIEGO CA 92122 LCO 700% 6.250 2608.40 180 41518 289284.43
4855428 MARTINEZ CA 94553 SFD 700% 6.250 3725.64 180 41518 413192.28
4856369 PLAINSBORO NJ 08536 SFD 625% 5.983 1970.79 180 41548 229850
4856445 OAKLAND CA 94619 SFD 700% 6.250 3328.83 120 39692 284872.42
4857781 PHOENIX AZ 85023 SFD 725% 6.250 2342.41 180 41487 254507.96
4858349 HERMOSA BEACH CA 90254 SFD 738% 6.250 2493.00 180 41487 269339.96
4858370 SAN DIEGO CA 92037 SFD 638% 6.108 2895.24 180 41518 333884.45
4859432 DANVILLE CA 94506 SFD 688% 6.250 3103.66 180 41518 346890.09
4859433 GLENCOE IL 60022 SFD 675% 6.250 4424.55 180 41548 500000
4861695 SUNNYVALE CA 94087 SFD 725% 6.250 2464.73 180 41548 270000
4861714 FREMONT CA 94539 SFD 725% 6.250 2601.66 180 41518 284120.22
4862741 SAN JOSE CA 95123 SFD 663% 6.250 2633.98 180 41518 299022.27
4864349 FORT WORTH TX 76132 SFD 663% 6.250 3513.30 180 41548 400150
4865866 COUNTRY LIFE ACRES MO 63131 SFD 713% 6.250 5887.91 180 41518 647971.47
4866889 LOS ANGELES CA 90046 SFD 700% 6.250 4449.20 180 41518 493438.3
4868058 NEWPORT BEACH CA 92625 SFD 663% 6.250 4340.80 180 41518 492788.7
4871112 SAN JOSE CA 95120 SFD 713% 6.250 2536.33 180 41548 280000
4871189 MENLO PARK CA 94025 SFD 688% 6.250 5797.06 180 41548 650000
4871817 CALABASAS CA 91302 SFD 713% 6.250 5103.00 180 41548 563350
4872589 AUSTIN TX 78730 SFD 713% 6.250 2357.43 180 41548 260250
4873455 STUART FL 34996 SFD 675% 6.250 3097.19 180 41548 350000
4883267 FRANKLIN MI 48025 SFD 675% 6.250 3097.19 180 41548 350000
6445048 FORT COLLINS CO 80525 PUD 700% 6.250 3038.04 180 41487 335861.04
6467494 MILLWOOD VA 22646 SFD 713% 6.250 5887.9 180 41487 645536.56
6502431 MANALAPAN NJ 07726 SFD 713% 6.250 3166.33 180 41456 346257.9
6546490 SIOUX CITY IA 51108 SFD 675% 6.250 2966.66 180 41518 334169.12
6561081 SHREWSBURY MA 01545 SFD 700% 6.250 2440.8 180 41487 269834.52
6574033 NORTH OAKS MN 55127 SFD 713% 6.250 3170.41 180 41426 345591.8
6606501 WAYLAND MA 01778 SFD 763% 6.250 2195.21 180 41275 228519.19
6612255 ALBUQUERQUE NM 87122 SFD 700% 6.250 3307.69 180 41487 365671.18
6646014 MORRISON CO 80465 SFD 750% 6.250 3255.67 180 41456 347998.06
6647865 MOORESVILLE NC 28115 SFD 688% 6.250 5736.41 180 41456 637010.45
6660784 GOLDEN VALLEY MN 55422 SFD 688% 6.250 2229.64 180 41334 244321.71
6665339 ST PAUL MN 55116 SFD 688% 6.250 2842.79 180 41395 313608.33
6689470 WHITE PLAINS NY 10605 SFD 700% 6.250 2103.26 180 41395 230064.25
6692094 ROCHESTER MN 55902 SFD 688% 6.250 3324.39 180 41426 367953.62
6757435 SPRINGBORO OH 45066 SFD 663% 6.250 4706.05 180 41395 527168.6
6787090 PLYMOUTH MN 55447 SFD 713% 6.250 4194 180 41487 460101.54
6790944 CUMMING GA 30041 SFD 650% 6.233 4068.07 180 41456 462359.49
6801216 GRAND JUNCTION CO 81506 SFD 725% 6.250 2559.67 180 41395 276019.44
6805992 WAYLAND MA 01778 LCO 738% 6.250 2759.77 180 41456 $297,235.02
6807605 DULUTH MN 55803 SFD 713% 6.250 3550.86 180 41395 385810.14
6815175 RIVERSIDE AREA CA 92508 SFD 725% 6.250 2108.71 180 41395 227391.24
6818402 SPARKS NV 89436 SFD 688% 6.250 2283.15 180 41487 254362.36
6844507 MAPLE GROVE MN 55311 SFD 688% 6.250 2675.56 180 41518 299043.19
6855446 BOULDER CITY NV 89005 PUD 725% 6.250 2966.8 180 41487 319781.51
6856979 PUTNAM VALLEY NY 10579 SFD 625% 5.983 827.41 180 41487 95848.69
6859487 PULTENEY NY 14874 SFD 700% 6.250 2211.12 180 41487 244443.23
6863493 SUPERIOR CO 80027 PUD 725% 6.250 2268.46 180 41426 245403.66
6864598 WARREN NJ 07059 SFD 713% 6.250 3274.58 180 41487 359023.43
6876426 ALBUQUERQUE NM 87111 SFD 725% 6.250 2601.66 180 41456 282344.67
6894886 LOS ALTOS CA 94022 SFD 738% 6.250 6301.47 180 41456 678686.64
6903854 WEATHERFORD TX 76087 SFD 713% 6.250 2717.49 180 41426 296221.55
6906687 MORRIS NJ 07960 SFD 688% 6.250 2898.53 180 41518 323963.45
6908452 KIHEI HI 96753 LCO 725% 6.250 2629.05 180 41456 285316.7
6909708 THOUSAND OAKS CA 91362 SFD 725% 6.250 5933.61 180 41426 611536.9
6909799 ARDMORE OK 73401 SFD 713% 6.250 2445.74 180 41487 268309.77
6911052 PARK CITY UT 84060 PUD 750% 6.250 9270.12 180 41456 990882.89
6920145 SHINGLE SPRINGS CA 95682 SFD 725% 6.250 4148.59 180 41487 451644.72
6920520 ALBUQUERQUE NM 87107 SFD 713% 6.250 4574.45 180 41456 500243.84
6923309 SIOUX FALLS SD 57105 SFD 688% 6.250 3522.82 180 41426 389917.32
6925885 HUNTSVILLE TX 77340 PUD 700% 6.250 2563.46 180 41487 283395.17
6926728 DEMAREST NJ 07626 SFD 725% 6.250 2756.85 180 41456 299186.26
6926782 ENGLEWOOD CO 80110 SFD 725% 6.250 3017.01 180 41456 327420.76
6929575 COTO DE CAZA CA 92679 SFD 725% 6.250 13692.94 180 41456 1486024.58
6932413 WAYZATA MN 55391 SFD 700% 6.250 2453.8 180 41426 269524.54
6933648 BRISBANE CA 94005 LCO 713% 6.250 2390.49 180 41426 260576.22
6933732 GERMANTOWN MD 20876 SFD 663% 6.250 2212.54 180 41518 251178.71
6938547 COLORADO SPRINGS CO 80906 SFD 675% 6.250 2808.51 180 41518 316354.74
6939051 OVERGAARD AZ 85933 SFD 738% 6.250 3164.54 180 41456 340829.48
6942047 LOS ANGELES CA 90024 HCO 700% 6.250 8988.28 180 41487 993671.7
6942946 ROCKVILLE MD 20850 SFD 675% 6.250 3478.58 180 41487 390558.09
6944190 EVERGREEN CO 80439 PUD 688% 6.250 8900.71 180 41456 988396.18
6945132 MAMMOTH LAKES CA 93546 SFD 688% 6.250 2398.73 180 41487 267239.46
6945814 LITTLETON CO 80123 SFD 688% 6.250 2260.85 180 41456 251060.55
6946671 OXNARD CA 93035 SFD 675% 6.250 3982.09 180 41487 447090.16
6947052 SIMI VALLEY CA 93065 SFD 688% 6.250 2334.87 180 41456 259270.35
6948898 SACRAMENTO CA 95864 SFD 713% 6.250 5694.05 180 41487 622045.22
6949457 NORTH POTOMAC MD 20878 SFD 700% 6.250 2336.95 180 41518 259179.72
6950089 CHAPEL HILL NC 27516 SFD 738% 6.250 2299.81 180 41487 248468.61
6953034 SACRAMENTO CA 95818 SFD 700% 6.250 2800.75 180 41487 309628.1
6954968 SUGAR LAND TX 77479 PUD 725% 6.250 2638.17 180 41487 287210.35
6957017 REDMOND WA 98053 SFD 688% 6.250 2408.01 180 41518 269138.87
6957310 ROSWELL GA 30338 SFD 725% 6.250 3573.86 180 41456 387852.41
6958612 SUGAR LAND TX 77479 SFD 688% 6.250 2818.26 180 41456 311956.25
6959320 MEDINA WA 98039 SFD 700% 6.250 2579.64 180 41487 285183.77
6960089 ENGLWOOD CO 80110 SFD 725% 6.250 3156.33 120 39661 265746.8
6961283 HENDERSON NV 89012 SFD 688% 6.250 2363.41 180 41456 261542.45
6961841 COON RAPIDS MN 55448 SFD 688% 6.250 2274.23 180 41518 254186.71
6967078 LITTLETON CO 80127 SFD 713% 6.250 2291.75 180 41487 251416.19
6967926 ALBUQUERQUE NM 87111 SFD 725% 6.250 2565.14 180 41456 278381.96
6968665 PANAMA CITY BEACH FL 32407 SFD 713% 6.250 905.83 180 41487 99373.99
6969987 HOUSTON TX 77069 SFD 713% 6.250 2717.49 180 41487 298121.96
6971035 EDEN PRAIRIE MN 55347 SFD 700% 6.250 4044.73 180 41487 447152.26
6971874 PLYMOUTH MN 55446 SFD 713% 6.250 2391.39 180 41487 262347.33
6972694 GLENBROOK NV 89413 SFD 700% 6.250 3385.66 180 41456 371989.58
6973518 BRECKENRIDGE CO 80424 SFD 688% 6.250 3521.69 120 39630 299646.57
6973659 EVERGREN CO 80433 SFD 688% 6.250 2418.71 180 41487 269465.12
6973678 HOUSTON TX 77005 SFD 675% 6.250 2763.41 180 41456 305513.84
6974035 SPOKANE WA 99223 SFD 713% 6.250 3072.76 156 40756 309552.23
6974761 NEWPORT BEACH CA 92663 SFD 725% 6.250 6216.6 180 41456 674655.15
6975887 PARADISE VALLEY AZ 85253 PUD 725% 6.250 2743.15 180 41456 297700.27
6977144 COLORAOD SPRINGS CO 80906 SFD 688% 6.250 4890.66 180 41487 544862.06
6978106 MONTVILLE NJ 07082 SFD 700% 6.250 4386.28 180 41456 481740.14
6979613 SULLIVAN'S ISLAND SC 29482 SFD 688% 6.250 4459.27 180 41487 496801.49
6979837 SAN FRANCISCO CA 94118 LCO 700% 6.250 3145.9 180 41487 347785.1
6980227 ANAHEIM CA 92807 SFD 688% 6.250 3228.51 180 41518 360845.45
6980277 PLYMOUTH MN 55446 SFD 713% 6.250 2519.12 180 41487 276359.05
6981105 FORT COLLINS CO 80525 SFD 638% 6.108 2572.01 180 41487 295612.72
6981710 VAIL CO 81657 PUD 725% 6.250 3090.04 180 41487 336403.81
6982052 KENNEBUNK ME 04043 SFD 725% 6.250 6504.15 180 41487 708087.79
6982918 CHICO CA 95926 SFD 725% 6.250 2282.16 180 41487 248451.85
6982941 EASTON CT 06612 SFD 688% 6.250 3504.99 180 41456 389093.73
6983989 MAHWAH NJ 07430 LCO 725% 6.250 3651.45 180 41518 398765.22
6984541 WAHPETON IA 51351 SFD 700% 6.250 3676.21 180 41487 406411.72
6985622 BIRMINGHAM MI 48009 SFD 713% 6.250 2536.33 180 41487 278247.15
6985819 GRAND LAKE CO 80447 SFD 688% 6.250 2675.56 180 41487 298080.9
6987869 EDINA MN 55439 SFD 713% 6.250 3171.32 180 41487 347908.31
6988462 WILBRAHAM MA 01095 SFD 700% 6.250 2193.14 180 41487 242455.89
6988800 DALLAS TX 75205 SFD 675% 6.250 3539.64 180 41456 396109.28
6989274 BARRINGTON IL 60010 SFD 700% 6.250 4197.53 180 41487 464044.68
6989713 POTOMAC MD 20854 SFD 713% 6.250 2304.43 180 41456 252004.04
7000101 DALLAS TX 75229 SFD 700% 6.250 2317.18 180 41456 249310.63
7003279 GRANITE BAY CA 95746 SFD 700% 6.250 3415.55 180 41487 377595.24
7003539 OMAHA NE 68135 PUD 725% 6.250 3423.24 180 41487 372677.78
7003725 RENO NV 89509 PUD 700% 6.250 3775.08 180 41487 417342.11
7014918 WASHINGTON TWP NJ 07853 SFD 713% 6.250 2355.16 180 41487 258282.44
7018029 PARK CITY UT 84098 SFD 688% 6.250 4005.32 180 41487 446227.09
7018659 WASHINGTON TWP NJ 08080 SFD 713% 6.250 2246.46 180 41487 246447.48
7018971 CARLSBAD CA 92009 PUD 750% 6.250 2530.74 180 41487 271345.87
7019265 NEWPORT BEACH CA 92661 SFD 675% 6.250 8849.1 180 41487 993533.66
7019388 BATON ROUGE LA 70810 SFD 663% 6.250 2546.18 180 41487 287154.5
7019599 MILL VALLEY CA 94941 SFD 700% 6.250 4044.73 180 41487 447152.26
7021355 LAKE ORION MI 48362 SFD 675% 6.250 2875.96 180 41487 322472.02
7022692 EVERGREEN CO 80439 SFD 675% 6.250 2212.27 180 41487 248383.43
7024195 LAS VEGAS NV 89121 SFD 700% 6.250 4449.2 180 41487 491867.49
7024413 SEATTLE WA 98109 SFD 650% 6.233 3208.29 180 41518 367086.67
7024484 SAN JUAN CAPISTRA CA 92675 SFD 713% 6.250 9058.31 180 41487 993739.85
7024577 PARK CITY UT 84060 SFD 700% 6.250 4269.43 180 41456 470477.93
7024608 CHAPEL HILL NC 27516 SFD 675% 6.250 2362.71 180 41487 264562.53
7024682 SACRAMENTO CA 95831 SFD 700% 6.250 3550.37 180 41487 392500.33
7024766 IRVING TX 75038 SFD 675% 6.250 5751.91 180 41487 645796.89
7026536 RIVER FOREST IL 60305 SFD 688% 6.250 3522.82 180 41487 392473.18
7026647 FAYETTEVILLE NC 28303 SFD 700% 6.250 3595.31 180 41456 396191.94
7029462 PARK RIDGE IL 60068 SFD 713% 6.250 2204.39 180 41487 241831.55
7029588 HINSDALE IL 60521 SFD 700% 6.250 3154.89 180 41487 348778.76
7034640 UPPER ST CLAIR PA 15241 SFD 700% 6.250 2588.63 180 41518 287091.37
7038040 SAN JOSE CA 95120 SFD 663% 6.250 2194.98 180 41487 248365.96
7050762 FORT COLLINS CO 80528 SFD 675% 6.250 2847.2 180 41487 319669.45
7050827 LODI CA 95242 SFD 663% 6.250 2842.5 180 41487 321633.91
7050847 NISSWA MN 56468 SFD 688% 6.250 2448.14 180 41487 272744.02
7055408 KNOXVILLE TN 37922 SFD 700% 6.250 2966.13 180 41487 324233.26
7055811 PALO ALTO CA 94306 SFD 713% 6.250 2744.67 180 41487 301103.17
7056602 BURR RIDGE IL 60521 SFD 700% 6.250 3595.31 180 41487 397468.68
7056807 SALT LAKE CITY UT 84121 SFD 713% 6.250 5774.67 180 41487 633509.16
7059029 CHANHASSEN MN 55317 SFD 675% 6.250 3318.41 180 41487 372575.13
7059083 SAN DIEGO CA 92130 PUD 688% 6.250 3353.37 180 41518 374800.8
7062827 WATERTOWN MN 55388 SFD 688% 6.250 2745.13 180 41487 305830.99
7063832 WEST LINN OR 97068 SFD 713% 6.250 3052.65 180 41487 334890.33
7064795 BRECKENRIDGE CO 80424 PUD 688% 6.250 2898.53 180 41518 323935.12
7066165 CLOVIS CA 93611 SFD 675% 6.250 3619.28 180 41487 406355.28
7066265 GRAFORD TX 76449 SFD 725% 6.250 4564.31 180 41487 496903.72
7068250 WEST DES MOINES IA 50265 SFD 688% 6.250 2575.23 180 41518 287829.07
7068915 RIVERSIDE CT 06878 SFD 688% 6.250 3567.42 180 41518 393004.33
7069854 SAN ANGELO TX 76904 SFD 725% 6.250 2233.09 180 41518 243869.85
7073413 LAGUNA NIGUEL CA 92677 PUD 713% 6.250 4755.61 180 41487 521713.43
7074794 SCOTTSDALE AZ 85259 PUD 700% 6.250 3631.27 180 41487 401443.36
7075314 SAN DIEGO CA 92130 SFD 700% 6.250 2696.48 180 41487 297796.23
7076038 PALM SPRINGS CA 92262 SFD 700% 6.250 2420.1 180 41487 267546.09
7077138 MINNEAPOLIS MN 55403 SFD 713% 6.250 3215.7 180 41518 353731.32
7077268 SHOREWOOD MN 55331 SFD 688% 6.250 2497.19 180 41487 278208.84
7078650 FT WORTH TX 76109 SFD 688% 6.250 3126.84 180 41487 348357.21
7080111 LITTLETON CO 80127 SFD 713% 6.250 2690.32 180 41487 295140.73
7080171 RICHMOND TX 77469 PUD 688% 6.250 2889.61 180 41487 321927.36
7080701 CRYSTAL BAY NV 89450 SFD 700% 6.250 5815.87 180 41487 642955.27
7080977 EDEN PRAIRIE MN 55347 SFD 688% 6.250 2229.64 180 41518 248957.82
7082556 STANFORD CA 94305 SFD 738% 6.250 4452.89 180 41518 482572
7084317 PALOS VERDES ESTA CA 90274 SFD 700% 6.250 4041.58 180 41487 446804.48
7085641 DALLAS TX 75287 SFD 688% 6.250 2675.56 180 41487 298080.9
7085697 LAS VEGAS NV 89146 SFD 688% 6.250 2966.31 180 41487 330472.34
7086569 LITTLETON CO 80202 SFD 700% 6.250 3038.04 180 41518 336933.63
7087555 LONG LAKE MN 55356 SFD 700% 6.250 2359.42 180 41487 260838.83
7089509 SPRING GREEN WI 53588 SFD 738% 6.250 2276.81 180 41518 246744.28
7089549 PARK RIDGE IL 60068 SFD 713% 6.250 2735.61 180 41518 301057.52
7089626 WEST BLOOMFIELD MI 48324 SFD 713% 6.250 2264.58 180 41487 248434.96
7089822 PARK CITY UT 84060 SFD 688% 6.250 2675.56 180 41487 297578.03
7090070 ASPEN CO 81611 LCO 738% 6.250 1137.72 180 41518 123297.37
7090954 CAPE MAY NJ 08204 SFD 700% 6.250 4718.85 180 41487 219927.64
7091059 MORGANTON NC 28655 SFD 700% 6.250 3011.07 180 41518 333943.1
7092306 STONE MOUNTAIN GA 30087 SFD 713% 6.250 3155.01 180 41487 346119.59
7093304 SAUSALITO CA 94965 SFD 700% 6.250 4494.14 180 41487 496835.85
7093665 TALLAHASSEE FL 32312 SFD 688% 6.250 2969.87 180 41487 330582.99
7094093 SNOWMASS VILLAGE CO 81615 SFD 700% 6.250 8269.22 180 41518 917097.45
7097124 RAPID CITY SD 57702 SFD 713% 6.250 2797.21 180 41518 307836.29
7097134 WAYZATA MN 55391 SFD 638% 6.108 2376.69 180 41518 274084.25
7097199 GENEVA IL 60134 SFD 713% 6.250 2852.92 180 41518 313967.1
7097553 WEST DES MOINES IA 50265 SFD 675% 6.250 4079.43 180 41518 459513.7
7098048 LAS VEGAS NV 89139 SFD 750% 6.250 6118.28 180 41487 656000.98
7098150 CENTREVILLE VA 20120 SFD 663% 6.250 2359.61 180 41518 267874.11
7098194 VIRGINIA BEACH VA 23455 SFD 725% 6.250 3039.83 180 41487 330937.88
7099043 FOXBORO MA 02035 SFD 725% 6.250 1095.44 180 41518 69327.48
7099168 KENT WA 98042 SFD 688% 6.250 2354.5 180 41518 263158
7102498 SHOREVIEW MN 55126 SFD 700% 6.250 2837.6 180 41518 314703.98
7102582 PENRYN CA 95663 SFD 688% 6.250 2368.54 180 41518 264727.98
7102717 ST HELENA CA 94574 SFD 688% 6.250 2408.01 180 41518 269138.87
7103326 WEST DES MOINES IA 50266 SFD 688% 6.250 2317.93 180 41518 259071.08
7103555 KEYSTONE CO 80435 LCO 688% 6.250 2567.83 180 41518 287001.71
7104079 LIVERMORE CA 94550 PUD 713% 6.250 3170.41 180 41487 347808.95
7105477 FORT WAYNE IN 46804 SFD 738% 6.250 3127.74 180 41518 338961.84
7108492 STATE COLLEGE PA 16801 SFD 650% 6.233 2395.55 180 41518 274094.03
7110811 MARIETTA GA 30068 SFD 675% 6.250 2460.05 180 41518 277103.7
7110814 CORAL GABLES FL 33143 SFD 700% 6.250 2193.14 180 41518 243230.19
7112777 YUBA CITY CA 95991 SFD 738% 6.250 3817.68 180 41518 413732.84
7116869 HAYDEN ID 83835 SFD 713% 6.250 1087 180 41518 119625.5
7117464 SUISUN CITY CA 94585 SFD 700% 6.250 2729.29 180 41518 302421.29
7117570 SAN DIEGO CA 92107 SFD 713% 6.250 4148.71 180 41518 456570.67
7117875 CHAPEL HILL NC 27516 SFD 700% 6.250 2313.58 180 41487 255598.83
7120724 JACKSON WY 83001 SFD 700% 6.250 6022.15 180 41518 667886.18
7122022 AVALON CA 90704 LCO 688% 6.250 2461.52 180 41518 275119.73
7123555 UNION CITY CA 94587 SFD 675% 6.250 2521.99 180 41518 284081.14
7123578 NORFOLK VA 23509 SFD 663% 6.250 2721.78 180 41518 308989.68
7123592 ROCKVILLE MD 20852 SFD 663% 6.250 3511.98 180 41518 398696.35
7124973 RENO NV 89509 PUD 713% 6.250 3034.53 180 41518 333954.53
7125643 NEW CANAAN CT 06840 SFD 675% 6.250 8530.53 180 41518 960891.97
7127879 MAMMOTH LAKES CA 93546 SFD 688% 6.250 3817.14 180 41518 426634.94
7128201 ENGLEWOOD CO 80110 SFD 675% 6.250 3592.73 180 41518 404691.02
7128402 HAM LAKE MN 55304 SFD 725% 6.250 3189.09 180 41518 348271.57
7129600 CHICAGO IL 60613 SFD 725% 6.250 2957.68 180 41518 322999.82
7129629 PARK CITY UT 84060 SFD 675% 6.250 4424.55 180 41518 498387.95
7130529 VALPARAISO IN 46383 SFD 725% 6.250 4402.54 120 39692 372863.09
7130541 PARK CITY UT 84060 LCO 700% 6.250 2786.37 180 41518 309021.96
7132454 VERO BEACH FL 32963 SFD 725% 6.250 3331.95 180 41487 362739.71
7134903 PHOENIX AZ 85016 SFD 700% 6.250 2990.85 180 41518 331700.19
7135276 BISMARCK ND 58504 SFD 725% 6.250 3039.83 180 41518 331860.62
7137182 KEYSTONE CO 80435 SFD 688% 6.250 5774.76 180 41518 645434.88
7137185 GUNNISON CO 81230 SFD 725% 6.250 2560.58 180 41518 279634.11
7140080 EL DORADO HILLS CA 95762 SFD 713% 6.250 3170.41 180 41518 348907.72
7142743 DE PERE WI 54115 SFD 738% 6.250 2483.79 180 41518 269175.58
7142895 PUNTA GORDA FL 33950 SFD 700% 6.250 2358.53 180 41518 261572.14
7150634 WOODSIDE CA 94062 SFD 688% 6.250 7580.76 180 41518 847289.03
7161871 WAYNE NJ 07470 SFD 700% 6.250 2732.44 180 41518 302640.89
7162639 SANTA CRUZ CA 95060 SFD 688% 6.250 2806.67 180 41518 313696.3
7163189 WEST BOOMFIELD MI 48323 SFD 713% 6.250 7418.76 180 41518 816444.05
$292,669,932.38
COUNT: 812
WAC: 6.998497034
WAM: 177.8224093
WALTV: 63.68442239
<CAPTION>
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CITY LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------ ---- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4626766 AURORA 57.02 0.250 0.017 0.358
4683641 PASADENA 85.00 17 0.250 0.017 0.633
4703362 MEMPHIS 67.63 0.250 0.017 0.483
4705359 EAST HANOVER 77.78 0.250 0.017 0.483
4719899 CORTLANDT 69.66 0.250 0.017 0.233
4731655 FORT LAUDERDALE 75.15 0.250 0.017 0.983
4745474 NEW YORK 71.82 0.250 0.017 0.733
4753024 HOUSTON 69.52 0.250 0.017 0.233
4753058 SAN JUAN CAPISTRANO 80.00 0.250 0.017 0.483
4753079 HOLMDEL 69.93 0.250 0.017 0.233
4753774 SHORT HILLS 40.63 0.250 0.017 0.108
4758381 BEVERLY HILLS 31.67 0.250 0.017 0.608
4758567 NORTHFIELD 68.34 0.250 0.017 0.483
4759541 CHICAGO 69.93 0.250 0.017 0.483
4760091 CINCINNATI 32.50 0.250 0.017 0.608
4761228 POWELL 66.23 0.250 0.017 0.483
4763809 CINCINNATI 80.00 0.250 0.017 0.000
4764543 WESTFIELD TOWN 75.00 0.250 0.017 0.858
4764749 OLD FIELD 38.90 0.250 0.017 0.233
4765114 BERNARDSVILLE 75.63 GD 5YR 0.250 0.017 0.000
4765790 COPPEROPOLIS 65.88 0.250 0.017 0.608
4766613 MONKTON 80.00 0.250 0.017 0.108
4768483 SAN MARINO 41.67 0.250 0.017 0.608
4768662 BAY SAINT LOUIS 57.14 0.250 0.017 0.358
4771618 PROSPECT 35.08 0.250 0.017 0.608
4771710 PORT NECHES 79.02 0.250 0.017 0.483
4771945 PORTAGE 78.99 0.250 0.017 0.000
4772560 ROLLING HILLS ESTATES 50.68 0.250 0.017 0.358
4772591 LIVINGSTON 80.00 0.250 0.017 0.233
4773148 HILLSDALE 90.00 GD 5YR 6 0.250 0.017 0.108
4775632 ROSLYN HEIGHTS 54.35 0.250 0.017 0.108
4776184 ROCKVILLE CENTRE 60.77 0.250 0.017 0.608
4776451 HINGHAM 51.92 0.250 0.017 0.608
4776772 DALLAS 68.97 0.250 0.017 0.483
4777366 DOUGLASTON 53.54 0.250 0.017 0.108
4777411 PARKLAND 61.83 0.250 0.017 0.000
4777822 BLOOMFIELD HILLS 68.75 0.250 0.017 0.983
4778292 TONKA BAY 39.62 0.250 0.017 0.483
4778943 NEW YORK 47.47 0.250 0.017 0.858
4779850 DURANGO 51.14 0.250 0.017 0.483
4779935 SPICEWOOD 55.20 0.250 0.017 0.733
4780366 BROOKLYN 70.36 0.250 0.017 1.108
4780716 LONGMEADOW 80.00 0.250 0.017 0.233
4782291 FRAMINGHAM 68.48 0.250 0.017 0.108
4782294 SALT LAKE CITY 80.00 0.250 0.017 0.608
4782630 FORT SMITH 80.00 0.250 0.017 0.483
4783749 SOUTH GATE 69.20 0.250 0.017 0.483
4783767 PEMBROKE PINES 70.78 0.250 0.017 0.833
4783802 LIGHTHOUSE POINT 40.53 0.250 0.017 0.833
4784345 STATEN ISLAND 77.42 0.250 0.017 0.000
4784662 WEBSTER 44.64 0.250 0.017 0.483
4784860 RANCHO PALOS VERDES 68.32 0.250 0.017 0.358
4784894 WEST CHICAGO 31.73 0.250 0.017 0.983
4785203 WALNUT CREEK 56.60 0.250 0.017 0.358
4785667 BIG SKY 21.85 0.250 0.017 0.608
4785706 AGOURA HILLS 50.01 0.250 0.017 0.233
4785786 NEW YORK 41.88 0.250 0.017 0.733
4786205 SARATOGA 51.54 0.250 0.017 0.000
4786469 NORCO 79.38 0.250 0.017 0.733
4787129 CORONA DEL MAR 64.44 0.250 0.017 0.233
4787803 KNOXVILLE 64.56 0.250 0.017 0.233
4787860 INCLINE VILLAGE 20.03 0.250 0.017 0.483
4787882 OMAHA 69.77 0.250 0.017 0.108
4788068 HUDSON 12.38 0.250 0.017 0.483
4788294 GAITHERSBURG 55.12 0.250 0.017 0.983
4788866 MEMPHIS 79.78 0.250 0.017 0.358
4789019 PALOS VERDES ESTATES 67.03 0.250 0.017 0.608
4789323 MECHANICSBURG 76.47 0.250 0.017 0.858
4789454 ROBBINSVILLE 52.63 0.250 0.017 0.483
4789748 YORBA LINDA 74.29 0.250 0.017 0.483
4789854 ACTON 70.00 0.250 0.017 0.733
4790018 EAST HAMPTON 75.00 0.250 0.017 0.983
4790024 SUNSET HILLS 74.56 0.250 0.017 0.608
4790113 MORRIS 64.10 0.250 0.017 0.358
4790118 WATERFORD 80.00 0.250 0.017 0.358
4790343 CARMEL 63.64 0.250 0.017 0.483
4790495 KENWOOD 40.00 0.250 0.017 0.483
4790512 PHOENIX 79.80 0.250 0.017 0.000
4790961 WESTFIELD 80.00 0.250 0.017 0.000
4791809 FRISCO 58.75 0.250 0.017 0.858
4792109 SAN DIEGO 73.80 0.250 0.017 0.483
4792507 NAPA 19.46 0.250 0.017 0.358
4792542 THE WOODLANDS 71.53 0.250 0.017 0.233
4792625 CARLSTADT 66.08 0.250 0.017 0.858
4792907 LAFAYETTE 80.00 0.250 0.017 0.000
4792968 MAPLE GROVE 80.00 0.250 0.017 0.358
4793078 SAN DIEGO 70.56 0.250 0.017 0.608
4793921 FORT THOMAS 80.00 0.250 0.017 0.000
4793963 HIGHLANDS RANCH 89.99 12 0.250 0.017 0.358
4794056 KEY LARGO 66.23 0.250 0.017 0.858
4794159 HILLSBOROUGH 44.33 0.250 0.017 0.783
4794263 LONGMEADOW 75.00 0.250 0.017 0.733
4794505 PORT WASHINGTON 66.89 0.250 0.017 0.858
4794671 SANTA CRUZ 63.40 0.250 0.017 0.358
4795236 BERNARDS TOWNSHIP 66.56 0.250 0.017 0.608
4795334 NORTH MYRTLE BEACH 84.51 12 0.250 0.017 1.108
4795637 ATLANTA 69.77 0.250 0.017 0.858
4796162 SOMERSET 79.99 GD 2YR 0.250 0.017 0.108
4796300 LANCASTER 90.00 17 0.250 0.017 0.233
4796864 TULSA 80.00 0.250 0.017 0.483
4796931 CORPUS CHRISTI 84.19 13 0.250 0.017 0.233
4797028 BERNARDSVILLE 57.63 0.250 0.017 0.233
4797152 ENCINITAS 61.00 0.250 0.017 0.433
4797233 PARSIPPANY 34.62 0.250 0.017 0.858
4797298 SAN FRANCISCO 50.45 0.250 0.017 0.608
4797560 SALINAS 68.06 0.250 0.017 0.608
4797616 WOODBURY 80.00 0.250 0.017 0.608
4797751 DENVER 52.50 0.250 0.017 0.483
4797915 EAST SETAUKET 63.88 0.250 0.017 0.358
4798231 MENDHAM TOWNSHIP 74.30 0.250 0.017 0.608
4798319 WASHINGTON 63.29 0.250 0.017 0.233
4798649 FLOWER MOUND 80.00 0.250 0.017 0.108
4798769 SCARSDALE 75.00 0.250 0.017 0.233
4798851 AUBURN 60.36 0.250 0.017 0.358
4798857 CREVE COEUR 64.60 0.250 0.017 0.358
4798860 LOUISVILLE 59.24 0.250 0.017 0.483
4799210 LA QUINTA 74.35 0.250 0.017 0.358
4799648 MILLIS 69.92 0.250 0.017 0.608
4799705 ROCHESTER HILLS 70.00 0.250 0.017 1.108
4799740 CENTREVILLE 85.00 6 0.250 0.017 0.733
4799789 MAITLAND 80.00 0.250 0.017 0.483
4800081 CUPERTINO 43.56 0.250 0.017 0.000
4800226 MOUNTAIN LAKES 69.72 0.250 0.017 0.233
4800283 NORTHFIELD 73.08 0.250 0.017 0.358
4800940 QUOGUE 78.37 0.250 0.017 0.483
4801034 SANTA BARBARA 35.11 0.250 0.017 0.233
4801234 LOS ANGELES 55.09 0.250 0.017 0.608
4801245 BARRINGTON 80.00 0.250 0.017 0.000
4801414 LOS ANGELES 69.00 0.250 0.017 0.733
4801635 CROWNSVILLE 67.96 0.250 0.017 0.483
4801957 LA JOLLA 65.97 0.250 0.017 0.608
4802299 FOSTER CITY 44.19 0.250 0.017 0.858
4802614 EAST GRAND RAPIDS 75.45 0.250 0.017 0.733
4802621 SEAL BEACH 61.68 0.250 0.017 0.358
4802693 GREAT NECK 62.50 0.250 0.017 0.358
4802738 ALAMO 68.82 0.250 0.017 0.358
4802884 SAN MATEO 63.26 0.250 0.017 0.483
4803134 IRVINE 43.15 0.250 0.017 0.608
4803179 SOUTHBOROUGH 64.22 0.250 0.017 0.483
4803186 SAN JOSE 51.33 0.250 0.017 0.358
4803275 MENLO PARK 27.59 0.250 0.017 0.483
4803283 KIAWAH ISLAND 44.59 0.250 0.017 0.483
4803424 SEAL BEACH 53.53 0.250 0.017 0.483
4803442 FORT LAUDERDALE 70.00 0.250 0.017 0.358
4803483 HAMPTON BAYS 70.00 0.250 0.017 0.858
4803675 LAS VEGAS 87.31 17 0.250 0.017 0.483
4803689 YORKTOWN HEIGHTS 63.16 0.250 0.017 0.733
4803694 BASKING RIDGE 68.00 0.250 0.017 0.483
4803768 BLUFFTON 45.39 0.250 0.017 0.483
4804024 IOWA CITY 74.16 0.250 0.017 0.483
4804672 GRAYSON 80.00 0.250 0.017 0.233
4804938 HILLSBOROUGH 17.67 0.250 0.017 0.858
4805074 GRANVILLE 75.33 0.250 0.017 0.608
4805235 REDLANDS 79.10 0.250 0.017 0.483
4805507 CINCINNATI 38.22 0.250 0.017 0.608
4805512 UPPER ARLINGTON 57.17 0.250 0.017 0.483
4805514 CINCINNATI 51.59 0.250 0.017 0.108
4805665 ALPHARETTA 79.08 0.250 0.017 0.358
4805746 DANVILLE 75.00 0.250 0.017 1.108
4805885 MICHIGAN CITY 79.99 0.250 0.017 0.108
4806302 LAHAINA 74.67 0.250 0.017 0.233
4806443 PLACENTIA 78.31 0.250 0.017 0.483
4806445 FREMONT 57.14 0.250 0.017 0.733
4806680 HOUSTON 55.76 0.250 0.017 0.108
4806828 READINGTON 79.58 0.250 0.017 0.733
4806868 WILLIAMSBURG 60.87 0.250 0.017 0.483
4807102 ABSECON 80.00 0.250 0.017 1.108
4807457 PLANO 78.73 0.250 0.017 0.358
4807578 LAGUNA NIGUEL 69.91 0.250 0.017 0.858
4807636 LITTLETON 67.11 0.250 0.017 0.608
4807694 WORCESTER 50.00 0.250 0.017 0.233
4807916 NEEDHAM 62.50 0.250 0.017 0.733
4807969 MIDLAND 80.00 0.250 0.017 0.108
4808129 DUBLIN 60.51 0.250 0.017 0.108
4808174 PLANTATION 80.00 0.250 0.017 0.483
4808204 EAST LONGMEADOW 89.00 1 0.250 0.017 0.108
4808243 CHATHAM 44.44 0.250 0.017 0.233
4808293 FALMOUTH 68.29 0.250 0.017 0.608
4808482 MILL VALLEY 27.26 0.250 0.017 0.983
4808892 DOWNERS GROVE 60.32 0.250 0.017 0.483
4809048 YORBA LINDA 63.46 0.250 0.017 0.858
4809098 LOS GATOS 64.68 0.250 0.017 0.733
4809147 MILPITAS 61.12 0.250 0.017 0.608
4809451 SIMI VALLEY 80.00 0.250 0.017 0.233
4809518 SAN FRANCISCO 61.29 0.250 0.017 0.358
4809544 ATLANTIC HIGHLANDS 40.98 0.250 0.017 0.233
4809884 MILTON 42.33 0.250 0.017 0.233
4809918 DESTIN 80.00 0.250 0.017 0.358
4809924 SAINT PETERSBURG 74.85 0.250 0.017 0.483
4809947 COPPELL 82.14 6 0.250 0.017 0.000
4810031 OLD WESTBURY 47.62 0.250 0.017 0.608
4810108 SAN FRANCISCO 45.80 0.250 0.017 0.858
4810129 FAIRFIELD 50.85 0.250 0.017 0.358
4810168 CARPINTERIA 33.75 0.250 0.017 0.233
4810170 REDWOOD CITY 55.14 0.250 0.017 0.608
4810317 WESTON 31.00 0.250 0.017 0.358
4810400 REMSENBURG 58.59 0.250 0.017 0.000
4810545 IRVINE 69.44 0.250 0.017 0.483
4810736 RALEIGH 62.50 0.250 0.017 0.483
4810743 MILL CREEK 64.10 0.250 0.017 0.000
4810790 PELHAM MANOR 74.14 0.250 0.017 0.000
4811016 SOUTHBORO 62.72 0.250 0.017 0.358
4811136 SARATOGA 29.53 0.250 0.017 0.608
4811179 BRENTWOOD 41.38 0.250 0.017 0.358
4811310 LOS ALTOS HILLS 46.51 0.250 0.017 0.733
4811534 FREMONT 62.50 0.250 0.017 0.483
4811590 HIGHLANDS RANCH 80.00 0.250 0.017 0.483
4811926 BELLAIRE 72.29 0.250 0.017 0.000
4811991 PRAIRIE VILLAGE 80.00 0.250 0.017 0.233
4812016 WALNUT CREEK 69.50 0.250 0.017 0.483
4812081 EDINA 77.49 0.250 0.017 0.358
4812181 CUPERTINO 63.38 0.250 0.017 0.608
4812383 FORT MYERS 70.23 0.250 0.017 0.358
4812860 MARTINSVILLE 70.91 0.250 0.017 0.358
4813050 WEST COVINA 59.23 0.250 0.017 0.358
4813554 BLOOMFIELD HILLS 75.00 0.250 0.017 0.000
4813680 CHICAGO 79.45 0.250 0.017 0.000
4813868 TAMPA 79.94 0.250 0.017 0.233
4813952 BLUE ASH 75.39 0.250 0.017 0.358
4813988 DARIEN 47.37 0.250 0.017 0.358
4814157 BELLAIRE 67.48 0.250 0.017 0.233
4814225 HOUSTON 80.00 0.250 0.017 0.233
4814234 OYSTER BAY COVE 48.00 0.250 0.017 0.733
4814245 BELLAIRE 68.94 0.250 0.017 0.108
4814321 SANTA ROSA 68.33 0.250 0.017 0.733
4814342 SAN DIEGO 65.54 0.250 0.017 0.733
4814383 HOUSTON 42.44 0.250 0.017 0.233
4814602 CHESTERFIELD 80.00 0.250 0.017 0.108
4814643 SNOWMASS VILLAGE 45.10 0.250 0.017 0.358
4814858 PIERMONT 80.00 GD 5YR 0.250 0.017 0.000
4814909 HOUSTON 79.99 0.250 0.017 0.483
4815061 DUNWOODY 68.48 0.250 0.017 0.733
4815188 AVON 80.00 0.250 0.017 0.608
4815519 EUGENE 70.59 0.250 0.017 0.483
4815652 FREMONT 57.05 0.250 0.017 0.483
4815697 AUSTIN 78.71 0.250 0.017 0.233
4815707 LOS ANGELES 88.41 33 0.250 0.017 0.483
4815738 LA HABRA 71.18 0.250 0.017 0.858
4815744 PACIFIC PALISADES 56.03 0.250 0.017 0.358
4815799 SUFFERN 89.71 33 0.250 0.017 1.108
4816219 GLEN ELLYN 67.48 0.250 0.017 0.483
4816235 OKLAHOMA CITY 58.50 0.250 0.017 0.483
4816257 MEDIA 49.18 0.250 0.017 0.000
4816299 NEWTON 66.77 0.250 0.017 0.358
4816357 VIENNA 72.50 0.250 0.017 0.483
4816421 DEWEY 68.97 0.250 0.017 0.608
4816469 LONGWOOD 79.00 0.250 0.017 0.233
4816513 NEW YORK 38.10 0.250 0.017 0.608
4816628 FAYETTEVILLE 33.35 0.250 0.017 0.233
4816895 WILBRAHAM 62.90 0.250 0.017 0.483
4816899 NEEDHAM 53.25 0.250 0.017 0.483
4817086 NEWTON 41.14 0.250 0.017 0.608
4817242 HEATH 69.78 0.250 0.017 0.233
4817380 DALLAS 80.00 0.250 0.017 0.233
4817389 ANAHEIM 80.00 0.250 0.017 0.858
4817445 PARK CITY 79.10 0.250 0.017 0.608
4817457 EDEN PRAIRIE 80.00 0.250 0.017 0.483
4817491 INDIANAPOLIS 64.00 0.250 0.017 0.233
4817640 NEWTON 67.53 0.250 0.017 0.733
4817644 MORAGA 43.87 0.250 0.017 0.733
4817739 LAFAYETTE 50.00 0.250 0.017 0.233
4817865 SPRING VALLEY 75.00 0.250 0.017 1.233
4818151 FREMONT 64.61 0.250 0.017 0.608
4818192 SAN CARLOS 53.76 0.250 0.017 0.608
4818264 LOS GATOS 42.38 0.250 0.017 0.608
4818305 LA JOLLA 53.33 0.250 0.017 0.858
4818554 TUCSON 67.27 0.250 0.017 0.358
4818561 LARCHMONT 48.65 0.250 0.017 0.608
4818727 RALEIGH 80.00 0.250 0.017 0.233
4818825 DANVILLE 34.58 0.250 0.017 0.733
4818907 BATON ROUGE 73.00 0.250 0.017 0.233
4819042 MCLEAN 39.50 0.250 0.017 0.483
4819045 ORANGE 74.63 0.250 0.017 0.483
4819105 CAMPBELL 70.12 0.250 0.017 0.483
4819111 OCALA 69.77 0.250 0.017 0.483
4819121 SAN ANTONIO 43.92 0.250 0.017 0.233
4819247 BLUE BELL 50.00 0.250 0.017 0.358
4819391 HUNTINGTON BEACH 61.79 0.250 0.017 0.233
4819516 NORTHBROOK 58.14 0.250 0.017 1.108
4819564 SAN DIEGO 66.40 0.250 0.017 0.733
4819627 CHULA VISTA 80.00 0.250 0.017 0.858
4819676 CUPERTINO 54.02 0.250 0.017 0.858
4819847 FREMONT 53.02 0.250 0.017 0.483
4819860 DALLAS 55.06 0.250 0.017 0.733
4819895 CLAYTON 15.00 0.250 0.017 0.358
4819962 PALM DESERT 66.53 0.250 0.017 0.608
4820332 ALDIE 69.57 0.250 0.017 0.983
4820468 NAPELS 67.86 0.250 0.017 0.733
4820562 CRANSTON 69.88 0.250 0.017 0.483
4820582 CHESTERFIELD 69.34 0.250 0.017 0.608
4820594 ORCHARD LAKE 60.13 0.250 0.017 0.483
4820805 MEQUON 70.66 0.250 0.017 0.000
4820849 CHESHIRE 77.52 0.250 0.017 0.483
4820910 ATHERTON 28.68 0.250 0.017 0.733
4820970 BONITA SPRINGS 53.25 0.250 0.017 0.358
4820977 REISTERSTOWN 69.31 0.250 0.017 0.000
4821125 HOUSTON 69.93 0.250 0.017 0.483
4821156 SARATOGA 47.70 0.250 0.017 0.483
4821172 SAN JOSE 69.70 0.250 0.017 0.608
4821292 CUPERTINO 69.92 0.250 0.017 0.483
4821297 GREENWICH 53.28 0.250 0.017 0.358
4821367 SAN JOSE 58.68 0.250 0.017 0.608
4821613 MIAMI SHORES 69.65 0.250 0.017 0.608
4821643 PALO ALTO 41.67 0.250 0.017 0.608
4821819 CUMMING 39.81 0.250 0.017 0.608
4821877 ZIONSVILLE 63.33 0.250 0.017 0.358
4821924 MENLO PARK 32.57 0.250 0.017 0.733
4821932 FREMONT 28.91 0.250 0.017 0.608
4822049 CHICO 79.79 0.250 0.017 0.483
4822082 NAPERVILLE 60.00 0.250 0.017 0.233
4822275 COLUMBIA 80.00 0.250 0.017 0.233
4822388 CUPERTINO 55.36 0.250 0.017 0.483
4822515 BEVERLY HILLS 52.41 0.250 0.017 0.233
4822561 DULUTH 74.06 0.250 0.017 0.358
4822606 SAN ANTONIO 80.00 0.250 0.017 0.358
4822810 PLANO 79.99 0.250 0.017 0.233
4822841 GARDEN CITY 57.42 0.250 0.017 0.483
4822899 WINTER PARK 38.92 0.250 0.017 0.358
4822941 SAINT CHARLES 75.00 0.250 0.017 0.358
4822989 SAN DIEGO 54.43 0.250 0.017 0.733
4823140 ORANGE 80.00 0.250 0.017 0.483
4823165 DARIEN 46.19 0.250 0.017 0.483
4823215 PLANO 79.87 0.250 0.017 0.358
4823224 PLANTATION 68.02 0.250 0.017 0.483
4823368 THORNTON 75.76 0.250 0.017 0.483
4823389 MALIBU 63.33 0.250 0.017 0.733
4823501 LAS VEGAS 66.25 0.250 0.017 0.483
4823515 BETHESDA 41.68 0.250 0.017 0.358
4823729 PLANO 50.00 0.250 0.017 0.358
4823792 RAMSEY 80.00 GD 5YR 0.250 0.017 0.000
4823819 PLAYA DEL REY 54.33 0.250 0.017 0.358
4823822 VIENNA 64.10 0.250 0.017 0.358
4823853 DALLAS 59.44 0.250 0.017 0.733
4823889 LAS VEGAS 90.00 6 0.250 0.017 0.983
4823914 HILLSBOROUGH 80.00 0.250 0.017 0.358
4823917 SAN DIEGO 50.00 0.250 0.017 0.858
4823962 WESTPORT 64.29 0.250 0.017 0.483
4824005 ASHEVILLE 49.63 0.250 0.017 0.358
4824028 SPRINGFIELD 75.35 0.250 0.017 0.358
4824102 GREENWICH 53.33 0.250 0.017 0.233
4824188 TAMPA 50.00 0.250 0.017 0.358
4824206 NEW ORLEANS 70.34 0.250 0.017 0.358
4824218 SPERRYVILLE 78.72 0.250 0.017 0.858
4824276 BELTON 70.00 0.250 0.017 0.358
4824338 TUSCALOOSA 77.28 0.250 0.017 0.358
4824370 CHAPPAQUA 62.21 0.250 0.017 0.858
4824442 FREMONT 66.90 0.250 0.017 0.483
4824472 VANCOUVER 79.88 0.250 0.017 0.983
4824525 MARIETTA 77.82 0.250 0.017 0.733
4824844 HUMBLE 80.00 0.250 0.017 0.358
4824869 HOUSTON 73.76 0.250 0.017 0.983
4824928 NEWTON 50.42 0.250 0.017 0.733
4824961 LA CANADA FLINTRIDGE 68.18 0.250 0.017 0.733
4825132 WASHINGTON 60.98 0.250 0.017 0.483
4825325 SAN FRANCISCO 48.92 0.250 0.017 0.733
4825455 LA JOLLA 57.45 0.250 0.017 0.858
4825509 FLOWER MOUND 80.00 0.250 0.017 0.358
4825581 HOUSTON 80.00 0.250 0.017 0.358
4825623 PLANO 80.00 0.250 0.017 0.858
4825679 HOUSTON 75.00 0.250 0.017 0.733
4825689 HOUSTON 61.90 0.250 0.017 0.358
4825845 SOLANA BEACH 69.45 0.250 0.017 0.858
4825948 HILLSBOROUGH 59.93 0.250 0.017 0.583
4825958 KEY BISCAYNE 75.00 0.250 0.017 1.233
4825962 GILROY 45.97 0.250 0.017 0.833
4825968 RANCHO PALOS VERDES 46.53 0.250 0.017 0.583
4825972 ROSLYN 69.89 0.250 0.017 0.733
4825974 GILROY 69.63 0.250 0.017 0.633
4826013 CINCINNATI 66.67 0.250 0.017 0.483
4826029 OCEAN RIDGE 63.16 0.250 0.017 0.733
4826057 CARMEL 25.42 0.250 0.017 0.333
4826064 FRONTENAC 77.59 0.250 0.017 0.983
4826083 SAN FRANCISCO 43.05 0.250 0.017 0.533
4826090 WALNUT CREEK 58.13 0.250 0.017 0.633
4826094 SANTA MONICA 69.70 0.250 0.017 0.333
4826100 AUSTIN 74.66 0.250 0.017 0.000
4826101 ATHERTON 31.66 0.250 0.017 0.183
4826102 SAN JOSE 69.64 0.250 0.017 0.933
4826114 DOWNEY 42.42 0.250 0.017 0.383
4826128 MONTARA 80.00 0.250 0.017 0.233
4826132 REDWOOD CITY 57.80 0.250 0.017 0.683
4826139 BURLINGAME 67.46 0.250 0.017 0.283
4826142 VENTURA 76.38 0.250 0.017 0.733
4826149 SAN JOSE 68.33 0.250 0.017 0.833
4826151 LAFAYETTE 67.44 0.250 0.017 0.333
4826169 SAN CLEMENTE 59.61 0.250 0.017 0.283
4826304 HOUSTON 69.50 0.250 0.017 0.233
4826482 OLD WESTBURY 75.00 0.250 0.017 0.983
4826522 AUBURNDALE 79.75 0.250 0.017 0.608
4826563 SUGAR LAND 69.89 0.250 0.017 0.358
4826666 HIGHLAND 63.93 0.250 0.017 0.733
4827176 TAMPA 90.00 6 0.250 0.017 0.358
4827215 GREAT NECK 57.22 0.250 0.017 0.733
4827292 ATLANTA 69.80 0.250 0.017 0.733
4827897 PENNINGTON 60.67 0.250 0.017 0.000
4828330 CHAPEL HILL 66.84 0.250 0.017 0.233
4828348 SANTA BARBARA 25.00 0.250 0.017 0.608
4828353 CARMEL 76.10 0.250 0.017 0.733
4828382 SUNSET HILLS 70.00 0.250 0.017 0.358
4828641 HOLLISTON 66.02 0.250 0.017 0.483
4828774 SEDONA 74.90 0.250 0.017 0.733
4828900 SEBASTOPOL 74.08 0.250 0.017 0.858
4828911 PALM BEACH 49.67 0.250 0.017 0.108
4829044 SARASOTA 60.00 0.250 0.017 0.000
4829138 SANTA BARBARA 33.37 0.250 0.017 0.608
4829323 SUNNYVALE 51.06 0.250 0.017 0.608
4829445 HOUSTON 32.97 0.250 0.017 0.733
4829513 HOUSTON 59.08 0.250 0.017 0.233
4829521 DANVILLE 62.75 0.250 0.017 0.858
4829681 PUYALLUP 68.84 0.250 0.017 0.483
4829807 LITTLE ROCK 90.00 1 0.250 0.017 0.358
4829848 MENLO PARK 40.06 0.250 0.017 0.858
4829935 SANDS POINT 53.00 0.250 0.017 0.233
4829980 THOUSANG OAKS 59.12 0.250 0.017 0.858
4829997 POWDER SPRINGS 90.00 12 0.250 0.017 0.108
4830098 PLANO 80.00 0.250 0.017 0.358
4830313 ORANGE 71.07 0.250 0.017 0.358
4830628 GURNEE 52.60 0.250 0.017 0.108
4830935 GLASTONBURY 80.00 0.250 0.017 0.000
4831096 MAMARONECK 63.45 0.250 0.017 0.608
4831324 OCALA 53.73 0.250 0.017 1.358
4831362 GLENBROOK 32.73 0.250 0.017 0.733
4831543 HIGH POINT 75.29 0.250 0.017 0.483
4831843 PLEASANTON 57.86 0.250 0.017 0.608
4831865 SARATOGA 53.63 0.250 0.017 0.608
4831873 TORRANCE 80.00 0.250 0.017 0.483
4831876 GREENVILLE 80.00 0.250 0.017 0.358
4831884 NORTHRIDGE 83.43 6 0.250 0.017 0.483
4831987 BOCA RATON 69.32 0.250 0.017 0.358
4832152 SAN CARLOS 52.80 0.250 0.017 0.733
4832197 MORGAN HILL 52.63 0.250 0.017 1.108
4832293 SAN JOSE 56.95 0.250 0.017 0.733
4832949 LOS ALTOS 70.13 0.250 0.017 0.483
4833021 THOUSAND OAKS 69.18 0.250 0.017 0.983
4833100 BROOKLYN 37.50 0.250 0.017 0.483
4833152 LOS ANGELES 68.67 0.250 0.017 0.358
4833196 WALNUT 80.00 0.250 0.017 0.483
4833245 HOUSTON 64.81 0.250 0.017 0.358
4833288 FLORISSANT 80.00 0.250 0.017 0.233
4833300 SANTA ANNA 78.35 0.250 0.017 0.483
4833429 PARK CITY 68.92 0.250 0.017 0.233
4833660 SANTA BARBARA 36.09 0.250 0.017 1.108
4833669 GOLDEN 61.27 0.250 0.017 0.733
4834387 CYPRESS 74.80 0.250 0.017 0.358
4834478 INDIANAPOLIS 76.63 0.250 0.017 0.233
4834519 FRANKLIN 75.00 0.250 0.017 0.733
4834626 REDWOOD CITY 62.02 0.250 0.017 0.858
4834714 LA JOLLA 65.16 0.250 0.017 0.483
4834722 LAGUNA HILLS 71.42 0.250 0.017 0.483
4834969 PALM BEACH GARDENS 68.69 0.250 0.017 0.108
4834980 FOUNTAIN HILLS 52.63 0.250 0.017 0.000
4835265 SAN ANTONIO 57.69 0.250 0.017 0.358
4835425 LAKE ARROWHEAD AREA 65.00 0.250 0.017 0.358
4835436 CORONA 78.79 0.250 0.017 0.358
4835723 SARATOGA 55.93 0.250 0.017 0.683
4835726 NAPLES 70.60 0.250 0.017 0.358
4835735 MISSION VIEJO 80.00 0.250 0.017 0.583
4835745 UPLAND 76.56 0.250 0.017 0.483
4835747 GLENCOE 59.51 0.250 0.017 0.583
4835754 THOUSAND OAKS 69.19 0.250 0.017 0.733
4835775 LOS GATOS 60.41 0.250 0.017 0.858
4836518 PALO ALTO 48.91 0.250 0.017 0.483
4836619 WILTON 47.38 0.250 0.017 0.233
4837293 POMPANO BEACH 80.00 0.250 0.017 0.233
4838061 GLENDALE 84.62 33 0.250 0.017 0.858
4838130 LAFAYETTE 43.61 0.250 0.017 0.483
4838370 FORT LAUDERDALE 70.00 0.250 0.017 0.858
4838589 BEND 70.18 0.250 0.017 0.358
4838601 MONROE 50.00 0.250 0.017 0.358
4838830 SOLVANG 58.91 0.250 0.017 0.858
4838943 BOWLING GREEN 80.00 0.250 0.017 0.358
4839177 NAPLES 67.53 0.250 0.017 0.358
4839218 SARATOGA 48.67 0.250 0.017 0.608
4839392 BRIARCLIFF MANOR 72.13 0.250 0.017 0.358
4839452 SADDLE RIVER 50.63 0.250 0.017 0.608
4839604 STAMFORD 75.00 0.250 0.017 0.483
4839818 FOUNTAIN VALLEY 72.50 0.250 0.017 0.858
4839820 UPLAND 80.00 0.250 0.017 0.483
4839948 HUNTINGTON BEACH 59.66 0.250 0.017 0.483
4840023 POTOMAC 70.00 0.250 0.017 0.358
4840073 MERCER ISLAND 61.90 0.250 0.017 0.233
4840345 MODESTO 85.94 17 0.250 0.017 0.358
4840576 NORTHBROOK 70.00 0.250 0.017 0.608
4840627 CONGERS 90.00 17 0.250 0.017 0.733
4840712 SUNNYVALE 79.29 0.250 0.017 0.733
4840743 IRVINE 80.00 0.250 0.017 0.858
4840780 HAMPTON 68.37 0.250 0.017 0.358
4840808 CARY 75.00 0.250 0.017 0.358
4840831 CYPRESS 67.50 0.250 0.017 0.733
4840965 DANVILLE 49.79 0.250 0.017 0.608
4841294 PLANO 71.32 0.250 0.017 0.483
4841321 DALLAS 67.41 0.250 0.017 0.358
4841596 FREMONT 66.89 0.250 0.017 0.733
4841659 ALAMEDA 52.94 0.250 0.017 0.733
4841661 SAN MATEO 54.00 0.250 0.017 0.858
4842751 BELLE MEAD 69.04 0.250 0.017 0.358
4843085 TOPSFIELD 46.67 0.250 0.017 0.608
4843139 TORRANCE 80.00 0.250 0.017 0.358
4843200 LA JOLLA 43.71 0.250 0.017 1.108
4843350 BOCA RATON 63.74 0.250 0.017 0.858
4843481 DEERFIELD 43.33 0.250 0.017 0.358
4843761 BURLINGAME 39.49 0.250 0.017 0.608
4843896 SAN JOSE 78.33 0.250 0.017 0.608
4843923 DALLAS 57.14 0.250 0.017 0.483
4844251 CORONADO 62.79 0.250 0.017 0.483
4844553 SARATOGA 66.25 0.250 0.017 0.358
4844828 LOS ALTOS 26.14 0.250 0.017 0.108
4844922 STOCKTON 68.00 0.250 0.017 0.233
4845143 CUPERTINO 48.48 0.250 0.017 0.733
4845397 BLOOMINGTON 53.33 0.250 0.017 0.233
4845536 DARIEN 61.59 0.250 0.017 0.108
4845874 TORRANCE 76.06 0.250 0.017 0.858
4846035 INDIALANTIC 80.00 0.250 0.017 0.358
4846215 BETHESDA 50.73 0.250 0.017 0.358
4846349 RANCHO PALOS VERDES 76.58 0.250 0.017 0.483
4846475 HOUSTON 52.50 0.250 0.017 0.108
4846635 DEERING 72.27 0.250 0.017 0.858
4846817 PALO ALTO 63.64 0.250 0.017 0.483
4846897 STRATTON 52.00 0.250 0.017 0.483
4846933 BELMONT 63.37 0.250 0.017 0.608
4846959 SCOTTS VALLEY 74.48 0.250 0.017 0.483
4847999 FORT LAUDERDALE 75.31 0.250 0.017 0.358
4848091 WEST WINDSOR 65.44 0.250 0.017 0.358
4848423 ESCONDIDO 78.18 0.250 0.017 0.233
4848425 ST LOUIS 62.50 0.250 0.017 0.608
4848427 WINCHESTER 80.00 0.250 0.017 0.733
4848444 LOUISVILLE 76.19 0.250 0.017 0.608
4848603 SUGARLOAF SHORES 80.00 0.250 0.017 0.733
4848779 INDIAN ROCKS BEACH 52.22 0.250 0.017 0.858
4849141 MEQUON 73.13 0.250 0.017 0.483
4849155 RIVER HILLS 76.41 0.250 0.017 0.483
4849168 MADISON 69.29 0.250 0.017 0.608
4849241 SUNNYVALE 61.30 0.250 0.017 0.233
4849941 ROLLING HILLS ESTATE 45.71 0.250 0.017 0.108
4849964 SAN MATEO 69.00 0.250 0.017 0.858
4850109 MARIETTA 78.92 0.250 0.017 0.358
4850156 ATHERTON 27.80 0.250 0.017 0.608
4850218 MORAGA 52.35 0.250 0.017 0.483
4850608 LAS VEGAS 80.00 0.250 0.017 0.733
4851206 TRABUCO CANYON AREA 67.91 0.250 0.017 0.483
4851480 NORFOLK 74.72 0.250 0.017 0.233
4851681 ROSWELL 71.39 0.250 0.017 0.858
4851722 WALLINGFORD 64.18 0.250 0.017 0.733
4851751 SAN FRANCISCO 70.71 0.250 0.017 0.858
4851967 KANSAS CITY 57.69 0.250 0.017 0.483
4851975 CHESTERFIELD 74.40 0.250 0.017 0.608
4851993 COLORADO SPRINGS 76.09 0.250 0.017 0.608
4852003 BOSSIER CITY 80.00 0.250 0.017 0.233
4852050 HILLSBOROUGH 47.80 0.250 0.017 0.733
4852074 BELLEVILLE 80.00 0.250 0.017 0.608
4852078 DUCK 78.87 0.250 0.017 0.358
4852092 NAPERVILLE 68.94 0.250 0.017 0.483
4852098 SANTA FE 67.50 0.250 0.017 0.358
4852110 AURORA 60.00 0.250 0.017 0.608
4852122 HOT SPRINGS 80.00 0.250 0.017 0.358
4852127 DUXBURY 71.19 0.250 0.017 0.608
4852137 INVER GROVE HGTS 71.70 0.250 0.017 0.733
4852150 DALLAS 66.51 0.250 0.017 0.358
4852319 COLTS NECK 55.29 0.250 0.017 0.733
4852327 HOT SPRINGS 85.00 13 0.250 0.017 0.483
4852331 OVERLAND PARK 78.62 0.250 0.017 0.483
4852334 CHICAGO 62.14 0.250 0.017 0.483
4852337 SAPPHIRE 54.42 0.250 0.017 0.358
4852350 TOWN AND COUNTRY 74.99 0.250 0.017 0.483
4852387 SARATOGA 76.43 0.250 0.017 0.000
4853703 LAWRENCE 79.99 0.250 0.017 0.000
4854639 FALLBROOK 63.80 0.250 0.017 0.733
4854666 WALNUT CREEK 67.92 0.250 0.017 0.233
4854809 RANCHO PALOS VERDES 72.60 0.250 0.017 0.483
4854986 SAN DIEGO 70.78 0.250 0.017 0.483
4855428 MARTINEZ 78.21 0.250 0.017 0.483
4856369 PLAINSBORO 55.40 0.250 0.017 0.000
4856445 OAKLAND 70.79 0.250 0.017 0.483
4857781 PHOENIX 67.53 0.250 0.017 0.733
4858349 HERMOSA BEACH 70.39 0.250 0.017 0.858
4858370 SAN DIEGO 60.91 0.250 0.017 0.000
4859432 DANVILLE 73.26 0.250 0.017 0.358
4859433 GLENCOE 44.44 0.250 0.017 0.233
4861695 SUNNYVALE 52.43 0.250 0.017 0.733
4861714 FREMONT 45.97 0.250 0.017 0.733
4862741 SAN JOSE 57.61 0.250 0.017 0.108
4864349 FORT WORTH 64.02 0.250 0.017 0.108
4865866 COUNTRY LIFE ACRES 52.00 0.250 0.017 0.608
4866889 LOS ANGELES 74.44 0.250 0.017 0.483
4868058 NEWPORT BEACH 61.80 0.250 0.017 0.108
4871112 SAN JOSE 59.57 0.250 0.017 0.608
4871189 MENLO PARK 43.33 0.250 0.017 0.358
4871817 CALABASAS 78.24 0.250 0.017 0.608
4872589 AUSTIN 65.06 0.250 0.017 0.608
4873455 STUART 25.00 0.250 0.017 0.233
4883267 FRANKLIN 43.75 0.250 0.017 0.233
6445048 FORT COLLINS 80.00 0.250 0.017 0.483
6467494 MILLWOOD 74.71 0.250 0.017 0.608
6502431 MANALAPAN 80.00 0.250 0.017 0.608
6546490 SIOUX CITY 90.00 17 0.250 0.017 0.233
6561081 SHREWSBURY 80.00 0.250 0.017 0.483
6574033 NORTH OAKS 77.78 0.250 0.017 0.608
6606501 WAYLAND 29.90 0.250 0.017 1.108
6612255 ALBUQUERQUE 80.00 0.250 0.017 0.483
6646014 MORRISON 77.19 0.250 0.017 0.983
6647865 MOORESVILLE 80.00 0.250 0.017 0.358
6660784 GOLDEN VALLEY 89.29 33 0.250 0.017 0.358
6665339 ST PAUL 75.00 0.250 0.017 0.358
6689470 WHITE PLAINS 83.57 33 0.250 0.017 0.483
6692094 ROCHESTER 75.00 0.250 0.017 0.358
6757435 SPRINGBORO 80.00 0.250 0.017 0.108
6787090 PLYMOUTH 51.44 0.250 0.017 0.608
6790944 CUMMING 69.96 0.250 0.017 0.000
6801216 GRAND JUNCTION 80.00 0.250 0.017 0.733
6805992 WAYLAND 65.75 0.250 0.017 0.858
6807605 DULUTH 71.27 0.250 0.017 0.608
6815175 RIVERSIDE AREA 76.24 0.250 0.017 0.733
6818402 SPARKS 78.77 0.250 0.017 0.358
6844507 MAPLE GROVE 75.32 0.250 0.017 0.358
6855446 BOULDER CITY 72.22 0.250 0.017 0.733
6856979 PUTNAM VALLEY 68.93 0.250 0.017 0.000
6859487 PULTENEY 80.00 0.250 0.017 0.483
6863493 SUPERIOR 57.79 0.250 0.017 0.733
6864598 WARREN 74.23 0.250 0.017 0.608
6876426 ALBUQUERQUE 74.03 0.250 0.017 0.733
6894886 LOS ALTOS 74.46 0.250 0.017 0.858
6903854 WEATHERFORD 54.05 0.250 0.017 0.608
6906687 MORRIS 52.00 0.250 0.017 0.358
6908452 KIHEI 80.00 0.250 0.017 0.733
6909708 THOUSAND OAKS 36.11 0.250 0.017 0.733
6909799 ARDMORE 75.00 0.250 0.017 0.608
6911052 PARK CITY 60.61 0.250 0.017 0.983
6920145 SHINGLE SPRINGS 82.63 24 0.250 0.017 0.733
6920520 ALBUQUERQUE 75.94 0.250 0.017 0.608
6923309 SIOUX FALLS 48.77 0.250 0.017 0.358
6925885 HUNTSVILLE 71.30 0.250 0.017 0.483
6926728 DEMAREST 60.40 0.250 0.017 0.733
6926782 ENGLEWOOD 24.30 0.250 0.017 0.733
6929575 COTO DE CAZA 34.09 0.250 0.017 0.733
6932413 WAYZATA 70.00 0.250 0.017 0.483
6933648 BRISBANE 72.02 0.250 0.017 0.608
6933732 GERMANTOWN 79.50 0.250 0.017 0.108
6938547 COLORADO SPRINGS 80.00 0.250 0.017 0.233
6939051 OVERGAARD 73.19 0.250 0.017 0.858
6942047 LOS ANGELES 59.52 0.250 0.017 0.483
6942946 ROCKVILLE 66.35 0.250 0.017 0.233
6944190 EVERGREEN 80.00 0.250 0.017 0.358
6945132 MAMMOTH LAKES 80.00 0.250 0.017 0.358
6945814 LITTLETON 59.65 0.250 0.017 0.358
6946671 OXNARD 47.37 0.250 0.017 0.233
6947052 SIMI VALLEY 70.00 0.250 0.017 0.358
6948898 SACRAMENTO 70.00 0.250 0.017 0.608
6949457 NORTH POTOMAC 74.39 0.250 0.017 0.483
6950089 CHAPEL HILL 80.00 0.250 0.017 0.858
6953034 SACRAMENTO 79.90 0.250 0.017 0.483
6954968 SUGAR LAND 59.10 0.250 0.017 0.733
6957017 REDMOND 38.57 0.250 0.017 0.358
6957310 ROSWELL 69.91 0.250 0.017 0.733
6958612 SUGAR LAND 80.00 0.250 0.017 0.358
6959320 MEDINA 70.00 0.250 0.017 0.483
6960089 ENGLWOOD 62.52 0.250 0.017 0.733
6961283 HENDERSON 77.94 0.250 0.017 0.358
6961841 COON RAPIDS 75.00 0.250 0.017 0.358
6967078 LITTLETON 74.41 0.250 0.017 0.608
6967926 ALBUQUERQUE 43.23 0.250 0.017 0.733
6968665 PANAMA CITY BEACH 59.17 0.250 0.017 0.608
6969987 HOUSTON 79.37 0.250 0.017 0.608
6971035 EDEN PRAIRIE 60.00 0.250 0.017 0.483
6971874 PLYMOUTH 73.33 0.250 0.017 0.608
6972694 GLENBROOK 50.46 0.250 0.017 0.483
6973518 BRECKENRIDGE 50.41 0.250 0.017 0.358
6973659 EVERGREN 80.00 0.250 0.017 0.358
6973678 HOUSTON 48.79 0.250 0.017 0.233
6974035 SPOKANE 80.00 0.250 0.017 0.608
6974761 NEWPORT BEACH 68.10 0.250 0.017 0.733
6975887 PARADISE VALLEY 52.72 0.250 0.017 0.733
6977144 COLORAOD SPRINGS 66.47 0.250 0.017 0.358
6978106 MONTVILLE 59.15 0.250 0.017 0.483
6979613 SULLIVAN'S ISLAND 78.31 0.250 0.017 0.358
6979837 SAN FRANCISCO 40.46 0.250 0.017 0.483
6980227 ANAHEIM 49.93 0.250 0.017 0.358
6980277 PLYMOUTH 90.00 1 0.250 0.017 0.608
6981105 FORT COLLINS 80.00 0.250 0.017 0.000
6981710 VAIL 43.23 0.250 0.017 0.733
6982052 KENNEBUNK 75.00 0.250 0.017 0.733
6982918 CHICO 74.63 0.250 0.017 0.733
6982941 EASTON 64.96 0.250 0.017 0.358
6983989 MAHWAH 69.57 0.250 0.017 0.733
6984541 WAHPETON 59.28 0.250 0.017 0.483
6985622 BIRMINGHAM 73.68 0.250 0.017 0.608
6985819 GRAND LAKE 80.00 0.250 0.017 0.358
6987869 EDINA 57.87 0.250 0.017 0.608
6988462 WILBRAHAM 80.00 0.250 0.017 0.483
6988800 DALLAS 54.42 0.250 0.017 0.233
6989274 BARRINGTON 75.32 0.250 0.017 0.483
6989713 POTOMAC 80.00 0.250 0.017 0.608
7000101 DALLAS 52.61 0.250 0.017 0.483
7003279 GRANITE BAY 80.00 0.250 0.017 0.483
7003539 OMAHA 75.00 0.250 0.017 0.733
7003725 RENO 60.00 0.250 0.017 0.483
7014918 WASHINGTON TWP 80.00 0.250 0.017 0.608
7018029 PARK CITY 90.00 33 0.250 0.017 0.358
7018659 WASHINGTON TWP 78.73 0.250 0.017 0.608
7018971 CARLSBAD 72.80 0.250 0.017 0.983
7019265 NEWPORT BEACH 59.70 0.250 0.017 0.233
7019388 BATON ROUGE 44.62 0.250 0.017 0.108
7019599 MILL VALLEY 60.20 0.250 0.017 0.483
7021355 LAKE ORION 55.56 0.250 0.017 0.233
7022692 EVERGREEN 33.78 0.250 0.017 0.233
7024195 LAS VEGAS 75.00 0.250 0.017 0.483
7024413 SEATTLE 54.97 0.250 0.017 0.000
7024484 SAN JUAN CAPISTRA 33.90 0.250 0.017 0.608
7024577 PARK CITY 41.30 0.250 0.017 0.483
7024608 CHAPEL HILL 78.53 0.250 0.017 0.233
7024682 SACRAMENTO 73.15 0.250 0.017 0.483
7024766 IRVING 59.09 0.250 0.017 0.233
7026536 RIVER FOREST 79.00 0.250 0.017 0.358
7026647 FAYETTEVILLE 62.50 0.250 0.017 0.483
7029462 PARK RIDGE 54.08 0.250 0.017 0.608
7029588 HINSDALE 57.83 0.250 0.017 0.483
7034640 UPPER ST CLAIR 80.00 0.250 0.017 0.483
7038040 SAN JOSE 56.82 0.250 0.017 0.108
7050762 FORT COLLINS 78.86 0.250 0.017 0.233
7050827 LODI 78.96 0.250 0.017 0.108
7050847 NISSWA 66.63 0.250 0.017 0.358
7055408 KNOXVILLE 66.00 0.250 0.017 0.483
7055811 PALO ALTO 34.43 0.250 0.017 0.608
7056602 BURR RIDGE 53.33 0.250 0.017 0.483
7056807 SALT LAKE CITY 34.46 0.250 0.017 0.608
7059029 CHANHASSEN 75.00 0.250 0.017 0.233
7059083 SAN DIEGO 47.00 0.250 0.017 0.358
7062827 WATERTOWN 54.48 0.250 0.017 0.358
7063832 WEST LINN 79.29 0.250 0.017 0.608
7064795 BRECKENRIDGE 55.56 0.250 0.017 0.358
7066165 CLOVIS 77.90 0.250 0.017 0.233
7066265 GRAFORD 79.74 0.250 0.017 0.733
7068250 WEST DES MOINES 75.00 0.250 0.017 0.358
7068915 RIVERSIDE 47.62 0.250 0.017 0.358
7069854 SAN ANGELO 95.00 24 0.250 0.017 0.733
7073413 LAGUNA NIGUEL 24.14 0.250 0.017 0.608
7074794 SCOTTSDALE 80.00 0.250 0.017 0.483
7075314 SAN DIEGO 69.93 0.250 0.017 0.483
7076038 PALM SPRINGS 49.40 0.250 0.017 0.483
7077138 MINNEAPOLIS 78.89 0.250 0.017 0.608
7077268 SHOREWOOD 80.00 0.250 0.017 0.358
7078650 FT WORTH 73.04 0.250 0.017 0.358
7080111 LITTLETON 66.00 0.250 0.017 0.608
7080171 RICHMOND 80.00 0.250 0.017 0.358
7080701 CRYSTAL BAY 29.82 0.250 0.017 0.483
7080977 EDEN PRAIRIE 59.52 0.250 0.017 0.358
7082556 STANFORD 70.00 0.250 0.017 0.858
7084317 PALOS VERDES ESTA 69.93 0.250 0.017 0.483
7085641 DALLAS 80.00 0.250 0.017 0.358
7085697 LAS VEGAS 72.30 0.250 0.017 0.358
7086569 LITTLETON 56.33 0.250 0.017 0.483
7087555 LONG LAKE 75.00 0.250 0.017 0.483
7089509 SPRING GREEN 75.00 0.250 0.017 0.858
7089549 PARK RIDGE 80.00 0.250 0.017 0.608
7089626 WEST BLOOMFIELD 78.13 0.250 0.017 0.608
7089822 PARK CITY 60.00 0.250 0.017 0.358
7090070 ASPEN 75.00 0.250 0.017 0.858
7090954 CAPE MAY 70.00 0.250 0.017 0.483
7091059 MORGANTON 68.72 0.250 0.017 0.483
7092306 STONE MOUNTAIN 90.00 1 0.250 0.017 0.608
7093304 SAUSALITO 38.83 0.250 0.017 0.483
7093665 TALLAHASSEE 65.94 0.250 0.017 0.358
7094093 SNOWMASS VILLAGE 34.72 0.250 0.017 0.483
7097124 RAPID CITY 80.00 0.250 0.017 0.608
7097134 WAYZATA 25.82 0.250 0.017 0.000
7097199 GENEVA 74.11 0.250 0.017 0.608
7097553 WEST DES MOINES 64.39 0.250 0.017 0.233
7098048 LAS VEGAS 80.00 0.250 0.017 0.983
7098150 CENTREVILLE 73.63 0.250 0.017 0.108
7098194 VIRGINIA BEACH 89.04 6 0.250 0.017 0.733
7099043 FOXBORO 63.16 0.250 0.017 0.733
7099168 KENT 79.52 0.250 0.017 0.358
7102498 SHOREVIEW 78.93 0.250 0.017 0.483
7102582 PENRYN 66.39 0.250 0.017 0.358
7102717 ST HELENA 62.79 0.250 0.017 0.358
7103326 WEST DES MOINES 79.99 0.250 0.017 0.358
7103555 KEYSTONE 80.00 0.250 0.017 0.358
7104079 LIVERMORE 54.04 0.250 0.017 0.608
7105477 FORT WAYNE 57.29 0.250 0.017 0.858
7108492 STATE COLLEGE 63.95 0.250 0.017 0.000
7110811 MARIETTA 69.67 0.250 0.017 0.233
7110814 CORAL GABLES 80.00 0.250 0.017 0.483
7112777 YUBA CITY 69.17 0.250 0.017 0.858
7116869 HAYDEN 53.33 0.250 0.017 0.608
7117464 SUISUN CITY 66.01 0.250 0.017 0.483
7117570 SAN DIEGO 73.87 0.250 0.017 0.608
7117875 CHAPEL HILL 89.99 33 0.250 0.017 0.483
7120724 JACKSON 37.75 0.250 0.017 0.483
7122022 AVALON 80.00 0.250 0.017 0.358
7123555 UNION CITY 58.76 0.250 0.017 0.233
7123578 NORFOLK 52.10 0.250 0.017 0.108
7123592 ROCKVILLE 74.07 0.250 0.017 0.108
7124973 RENO 68.37 0.250 0.017 0.608
7125643 NEW CANAAN 43.82 0.250 0.017 0.233
7127879 MAMMOTH LAKES 80.00 0.250 0.017 0.358
7128201 ENGLEWOOD 53.07 0.250 0.017 0.233
7128402 HAM LAKE 65.30 0.250 0.017 0.733
7129600 CHICAGO 72.00 0.250 0.017 0.733
7129629 PARK CITY 67.57 0.250 0.017 0.233
7130529 VALPARAISO 60.48 0.250 0.017 0.733
7130541 PARK CITY 38.75 0.250 0.017 0.483
7132454 VERO BEACH 66.67 0.250 0.017 0.733
7134903 PHOENIX 47.54 0.250 0.017 0.483
7135276 BISMARCK 90.00 33 0.250 0.017 0.733
7137182 KEYSTONE 70.00 0.250 0.017 0.358
7137185 GUNNISON 75.00 0.250 0.017 0.733
7140080 EL DORADO HILLS 58.33 0.250 0.017 0.608
7142743 DE PERE 57.45 0.250 0.017 0.858
7142895 PUNTA GORDA 80.00 0.250 0.017 0.483
7150634 WOODSIDE 54.84 0.250 0.017 0.358
7161871 WAYNE 70.86 0.250 0.017 0.483
7162639 SANTA CRUZ 61.71 0.250 0.017 0.358
7163189 WEST BOOMFIELD 40.95 0.250 0.017 0.608
COUNT: 812
WAC: 6.998497034
WAM: 177.8224093
WALTV: 63.68442239
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1998-27 Exhibit F-3 (Part A)
10 & 15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4682339 PORTLAND OR 97229 SFD 7.375 6.250 $5,174.57 180 1-Nov-12 $543,015.68
4693765 LAS VEGAS NV 89120 SFD 7.375 6.250 $5,740.33 180 1-Dec-12 $600,723.96
4696351 LEWIS CENTER OH 43035 SFD 7.250 6.250 $2,382.57 180 1-Nov-12 $246,414.54
4710376 WEST DES MOINES IA 50266 SFD 6.750 6.250 $2,814.02 180 1-Feb-13 $309,218.78
4754352 ST. PETERSBURG FL 33704 SFD 6.750 6.250 $3,781.03 180 1-Feb-13 $416,039.04
4777456 HOLLYWOOD FL 33021 SFD 7.125 6.250 $3,079.83 180 1-Mar-13 $331,435.84
4783109 LEBANON TN 37087 SFD 6.875 6.250 $3,019.38 180 1-Mar-13 $330,860.44
4783116 ONTE VEDRA BEACH FL 32082 SFD 6.875 6.250 $2,943.12 180 1-May-13 $324,676.89
4784499 WOODBURN IN 46797 SFD 7.000 6.250 $2,667.73 180 1-May-13 $292,063.07
4785537 NAGSHEAD NC 27959 SFD 6.750 6.250 $4,159.08 180 1-May-13 $462,337.63
4787606 PRINCETON JUNCTION NJ 08550 SFD 7.375 6.250 $2,916.16 180 1-May-13 $310,246.06
4792639 BOCA RATON FL 33496 SFD 7.000 6.250 $2,696.49 180 1-Jun-13 $296,180.79
4793441 BARTLESVILLE OK 74006 SFD 7.000 6.250 $3,449.26 180 1-Sep-13 $382,539.28
4793516 SHELBY TOWNSHIP MI 48317 SFD 7.375 6.250 $3,311.73 180 1-Aug-13 $357,794.78
4796362 PARKER CO 80138 SFD 6.750 6.250 $2,477.75 180 1-Jun-13 $276,358.42
4801374 BOSTON MA 02116 LCO 7.250 6.250 $2,640.91 180 1-May-13 $284,759.43
4803224 BETHESDA MD 20816 SFD 7.125 6.250 $3,187.62 180 1-Jun-13 $346,361.35
4803558 UPPER NJ 08223 SFD 6.500 6.233 $2,743.99 180 1-Jun-13 $310,210.31
4803611 LENOIR NC 28645 SFD 6.875 6.250 $2,488.28 180 1-May-13 $272,943.70
4803679 GALLATIN TN 37066 SFD 6.750 6.250 $3,752.02 180 1-Jul-13 $419,875.83
4816773 ABILENE TX 79605 SFD 7.000 6.250 $2,336.96 180 1-May-13 $255,850.41
4816802 FAIRVIEW PARK OH 44126 SFD 7.375 6.250 $2,534.39 180 1-May-13 $271,241.93
4816837 WILMETTE IL 60091 SFD 7.125 6.250 $2,753.73 180 1-Apr-13 $298,222.46
4816860 WEST LEBANON IN 47991 SFD 7.000 6.250 $2,642.56 180 1-Apr-13 $288,352.85
4816921 WEST LAFAYETTE IN 47906 SFD 6.875 6.250 $3,121.50 180 1-Jun-13 $345,496.31
4816948 TUCSON AZ 85742 SFD 7.000 6.250 $2,516.72 180 1-May-13 $275,531.23
4816977 CHARLESTON WV 25314 SFD 7.375 6.250 $2,115.83 180 1-May-13 $226,445.13
4817009 INDIANAPOLIS IN 46278 SFD 7.250 6.250 $2,129.71 180 1-May-13 $229,655.28
4817845 CHAMPAIGN IL 61821 SFD 6.875 6.250 $2,586.39 180 1-Apr-13 $283,255.67
4817850 CANFIELD OH 44406 SFD 6.875 6.250 $2,853.94 180 1-Jun-13 $315,882.36
4817859 SPRINGFIELD IL 62707 SFD 6.750 6.250 $2,771.54 180 1-May-13 $308,093.93
4817862 BLOOMINGTON IL 61704 SFD 7.125 6.250 $4,434.95 180 1-May-13 $481,868.99
4817911 JOHNSTOWN OH 43031 SFD 7.250 6.250 $2,738.59 180 1-May-13 $295,267.51
4817928 COLORADO SPRINGS CO 80919 SFD 7.375 6.250 $3,900.48 180 1-Mar-13 $414,768.66
4817955 PAYSON AZ 85541 SFD 7.375 6.250 $3,251.93 180 1-Jun-13 $347,557.41
4818022 WHITEFISH BAY WI 53217 SFD 7.250 6.250 $3,980.09 180 1-Apr-13 $427,600.08
4818037 SANDY UT 84092 SFD 6.875 6.250 $2,648.81 180 1-Mar-13 $290,254.22
4818074 PROSPECT KY 40059 SFD 7.250 6.250 $2,840.83 180 1-Jul-13 $308,300.56
4818085 PHOENIX AZ 85018 SFD 7.500 6.250 $2,549.29 180 1-May-13 $270,795.07
4819174 MURFREESBORO TN 37217 SFD 6.625 6.250 $2,225.71 180 1-Jul-13 $250,644.38
4819288 ARLINGTON WA 98223 SFD 6.875 6.250 $3,701.20 180 1-Jun-13 $409,659.93
4819457 OMAHA NE 68154 SFD 7.000 6.250 $3,510.38 180 1-Aug-13 $383,539.21
4821200 MARYVILLE TN 37801 SFD 6.875 6.250 $3,255.27 180 1-Jun-13 $359,753.08
4821426 SHERMAN TX 75092 SFD 7.125 6.250 $2,333.42 180 1-Jul-13 $255,173.90
4830219 NAPLES FL 34108 SFD 7.125 6.250 $3,623.33 180 1-Sep-13 $398,751.67
4830878 MORELAND HILLS OH 44022 SFD 7.250 6.250 $3,514.53 180 1-Sep-13 $383,811.51
4833255 NEW ORLEANS LA 70116 SFD 6.750 6.250 $2,986.57 180 1-Sep-13 $336,411.86
4833812 SANTA BARBARA CA 93110 LCO 6.375 6.108 $3,526.15 180 1-Aug-13 $405,275.48
4842507 IOWA CITY IA 52240 SFD 7.125 6.250 $3,442.16 180 1-Jul-13 $376,421.11
4842535 ATHENS GA 30606 SFD 7.000 6.250 $4,808.74 180 1-Jul-13 $529,906.68
4842562 ROGERS AR 72758 SFD 7.000 6.250 $3,091.97 180 1-Jul-13 $340,725.07
4842595 GATE MILLS OH 44040 SFD 7.000 6.250 $5,659.03 180 1-Jul-13 $623,606.08
4842623 FARGO ND 58104 SFD 7.125 6.250 $2,581.62 180 1-Jul-13 $282,315.83
4842648 ANNAPOLIS MD 21403 SFD 7.250 6.250 $2,396.27 180 1-Jul-13 $260,054.29
4842659 ELKHORN NE 68022 SFD 7.500 6.250 $2,711.51 180 1-Jul-13 $289,833.25
4842667 IRVINE CA 92620 SFD 6.500 6.233 $2,599.38 180 1-May-13 $293,431.22
4842693 FAIRFAX VA 22030 SFD 6.875 6.250 $2,711.24 180 1-Jul-13 $301,074.59
4842731 FT LAUDERDALE FL 33332 SFD 7.250 6.250 $2,738.59 180 1-Jul-13 $297,204.91
4842768 ANNAPOLIS MD 21401 SFD 7.000 6.250 $2,336.95 180 1-Apr-13 $255,005.97
4842799 BURR RIDGE IL 60521 SFD 7.125 6.250 $4,006.04 180 1-Mar-13 $432,414.93
4842819 COTO DE CAZA CA 92679 SFD 6.875 6.250 $5,618.69 180 1-Mar-13 $579,881.73
4842826 STURGEON BAY WI 54235 SFD 7.250 6.250 $3,624.07 180 1-Jul-13 $393,301.16
4842843 GRIFFIN GA 30224 SFD 7.250 6.250 $3,651.46 180 1-May-13 $393,751.03
4842851 HOT SPRINGS AR 71913 SFD 7.250 6.250 $2,282.16 180 1-Feb-13 $243,693.91
4842862 BURLINGTON VT 05401 SFD 7.500 6.250 $2,317.54 180 1-Apr-13 $245,398.38
4842868 OLYMPIA WA 98502 SFD 6.875 6.250 $3,798.81 120 1-May-08 $319,320.15
4842881 STEVENSVILLE MD 21666 SFD 7.125 6.250 $2,445.75 180 1-Jul-13 $267,457.09
4842886 MARIETTA GA 30067 SFD 6.750 6.250 $2,398.11 180 1-Jul-13 $267,352.74
4842893 MESA AZ 85205 SFD 7.000 6.250 $2,228.20 180 1-Jul-13 $245,539.93
4842903 MIAMI FL 33176 SFD 7.250 6.250 $2,314.11 180 1-Jun-13 $250,341.32
4842905 GAINESVILLE FL 32608 SFD 7.375 6.250 $2,529.79 180 1-Jun-13 $263,634.97
4842913 JUPITER FL 33458 SFD 7.125 6.250 $2,476.09 180 1-Jul-13 $270,775.56
4842916 CORAL SPRINGS FL 33067 SFD 7.000 6.250 $4,943.56 180 1-Mar-13 $517,492.76
4842919 LONG BEACH TOWNSHIP NJ 08008 SFD 7.125 6.250 $2,886.89 180 1-Mar-13 $311,612.50
4842922 CARMEL NY 10512 SFD 7.125 6.250 $2,481.98 180 1-Mar-13 $266,905.33
4842926 PALM BEACH GARDENS FL 33418 SFD 7.375 6.250 $4,673.22 180 1-Jan-13 $493,691.71
4842966 OCALA FL 34480 SFD 7.375 6.250 $3,335.26 169 1-Apr-12 $341,556.05
4842970 WINCHESTER MA 01890 SFD 7.125 6.250 $2,463.87 180 1-Jul-13 $269,438.24
4842974 MILFORD MA 01757 SFD 7.375 6.250 $2,664.10 180 1-Jul-13 $286,930.86
4842988 CONCORD MA 01742 SFD 7.000 6.250 $2,381.90 180 1-Jul-13 $256,056.38
4842993 NORTH ANDOVER MA 01845 SFD 6.750 6.250 $2,522.00 180 1-Jun-13 $281,293.38
4843025 ORLAND PARK IL 60462 SFD 7.125 6.250 $2,463.86 180 1-Jul-13 $269,313.61
4844614 TULSA OK 74105 SFD 6.750 6.250 $3,964.39 180 1-Sep-13 $446,555.61
4845022 OAK BROOK IL 60521 SFD 7.250 6.250 $5,530.70 180 1-May-13 $596,397.76
4845029 BATTLE CREEK MI 49015 SFD 7.250 6.250 $4,389.96 180 1-Jun-13 $474,907.89
4845225 ANN ARBOR MI 48104 SFD 7.500 6.250 $2,623.45 180 1-Jul-13 $280,419.84
4845261 FAIRFAX STATION VA 22039 SFD 7.500 6.250 $2,235.95 180 1-Jun-13 $238,258.78
4845359 BELLEVUE WA 98006 SFD 7.750 6.250 $3,155.63 180 1-Jul-13 $332,259.35
4845477 ENGLEWOOD CO 80111 SFD 7.500 6.250 $2,929.36 180 1-Jul-13 $313,118.99
4845604 LAWRENCE KS 66047 SFD 7.250 6.250 $4,162.65 180 1-Jun-13 $450,318.17
4845696 ROCKLEDGE FL 32955 SFD 7.250 6.250 $2,775.10 180 1-Jul-13 $301,167.66
4845745 BOCA RATON FL 33428 SFD 7.250 6.250 $3,195.03 180 1-Jul-13 $346,739.07
4845773 OKLAHOMA CITY OK 73003 SFD 7.250 6.250 $3,605.81 180 1-Jul-13 $390,512.53
4845778 PORT CHARLOTTE FL 33952 SFD 7.250 6.250 $2,738.59 180 1-Aug-13 $298,004.47
4845875 BLOOMFIELD HILLS MI 48302 SFD 7.250 6.250 $2,948.55 180 1-Jul-13 $319,236.07
4845945 GREAT FALLS VA 22066 SFD 7.250 6.250 $5,199.67 180 1-May-13 $560,701.43
4845977 PLAINFIELD IN 46168 SFD 7.250 6.250 $2,275.77 180 1-Jun-13 $246,193.66
4846036 COVINA CA 91724 SFD 7.250 6.250 $3,331.95 180 1-Aug-13 $362,572.10
4846060 SAN JOSE CA 95125 SFD 7.250 6.250 $2,327.80 180 1-Aug-13 $253,420.90
4846120 REDONDO BEACH CA 90278 LCO 7.250 6.250 $2,550.81 180 1-Aug-13 $277,699.61
4846236 NEWPORT BEACH CA 92663 SFD 7.250 6.250 $5,778.42 180 1-Aug-13 $629,080.11
4846930 INCLINE VILLAGE NV 89451 SFD 7.000 6.250 $7,273.77 180 1-Sep-13 $806,696.86
4849598 ALGONQUIN IL 60102 SFD 7.250 6.250 $2,172.61 180 1-Aug-13 $236,498.62
4849627 WYOMISSING PA 19610 SFD 7.250 6.250 $2,839.01 180 1-Jul-13 $307,279.46
4849643 HIGHLANDS RANCH CO 80126 SFD 7.250 6.250 $2,692.95 180 1-Jun-13 $291,324.22
4849644 DANVILLE CA 94526 SFD 7.250 6.250 $2,177.18 180 1-Aug-13 $237,023.07
4849660 THOUSAND OAKS CA 91360 SFD 7.250 6.250 $2,213.69 180 1-Aug-13 $240,998.30
4849681 PALO ALTO CA 94301 SFD 7.250 6.250 $3,002.41 180 1-Aug-13 $325,969.36
4849708 MIAMI FL 33156 SFD 7.250 6.250 $3,283.57 180 1-Aug-13 $357,472.53
4849827 LAKE OSWEGO OR 97035 SFD 7.250 6.250 $3,243.40 180 1-Aug-13 $352,999.17
4849914 AURORA CO 80016 SFD 7.250 6.250 $2,875.52 180 1-Aug-13 $313,049.34
4852540 SAN JOSE CA 95129 SFD 7.500 6.250 $2,540.01 180 1-Jul-13 $270,113.31
4852549 ENCINITAS CA 92024 SFD 7.375 6.250 $2,297.05 180 1-Aug-13 $248,170.44
4852665 PRESCOTT AZ 86303 SFD 7.375 6.250 $2,546.90 180 1-Aug-13 $274,456.66
4852710 CLAREMONT CA 91711 SFD 7.500 6.250 $2,345.34 180 1-Jul-13 $250,693.37
4852736 DANVILLE CA 94526 SFD 7.375 6.250 $2,492.99 180 1-Aug-13 $269,339.98
4852750 GLENVIEW IL 60025 SFD 7.250 6.250 $4,153.53 180 1-Aug-13 $447,162.23
4852758 GLENMOORE PA 19343 SFD 7.250 6.250 $2,318.67 180 1-Sep-13 $253,215.91
4852775 ENCINITAS CA 92024 SFD 7.375 6.250 $4,231.65 180 1-Aug-13 $457,182.23
4852981 DEL MAR CA 92014 SFD 7.625 6.250 $3,876.64 180 1-Jun-13 $409,922.92
4853037 LARKSPUR CA 94939 SFD 7.375 6.250 $4,351.24 180 1-Jul-13 $467,851.29
4853051 CULVER CITY CA 90230 SFD 7.250 6.250 $2,153.44 180 1-Aug-13 $234,439.18
4853155 AUGUSTA MI 49012 SFD 7.375 6.250 $2,428.60 180 1-Jun-13 $260,745.76
4853170 GLENDALE CA 91206 SFD 7.375 6.250 $3,403.72 180 1-Sep-13 $368,870.24
4853178 LOS ALTOS CA 94024 SFD 7.250 6.250 $3,651.45 180 1-Sep-13 $398,765.22
4856512 OLIVE BRANCH MS 38654 SFD 7.250 6.250 $2,286.72 180 1-Aug-13 $248,747.56
4858202 STOCKBRIDGE GA 30281 SFD 7.375 6.250 $860.59 180 1-Aug-13 $90,521.58
4858234 UPPER SADDLE RIVER NJ 07458 SFD 7.250 6.250 $4,527.80 180 1-Aug-13 $492,928.49
4858253 PLANO TX 75093 SFD 7.125 6.250 $2,971.13 180 1-Jul-13 $324,910.84
4858286 OAK PARK IL 60302 SFD 6.875 6.250 $3,433.64 180 1-Aug-13 $382,537.14
4858301 CHANDLER AZ 85249 SFD 7.125 6.250 $2,549.92 180 1-Jul-13 $278,847.77
4858322 ATLANTA GA 30305 SFD 6.875 6.250 $2,541.79 180 1-Aug-13 $283,176.83
4858343 LOXAHATCHEE FL 33470 SFD 7.000 6.250 $2,921.20 180 1-Jul-13 $321,905.92
4858392 JACKSON TN 38305 SFD 6.875 6.250 $2,318.83 180 1-Jul-13 $257,497.97
4858658 DAMASCUS MD 20872 SFD 6.500 6.233 $2,383.35 180 1-Jul-13 $270,880.88
4858729 WESTPORT CT 06880 SFD 7.125 6.250 $4,103.42 180 1-Jul-13 $448,733.57
4858738 CHESTERFIELD MO 63005 PUD 7.000 6.250 $2,503.24 180 1-Jul-13 $275,848.62
4858773 PEKIN IN 47165 SFD 7.250 6.250 $2,190.88 180 1-Apr-13 $235,487.03
4858799 RIVER FOREST IL 60305 SFD 7.250 6.250 $2,866.39 180 1-Aug-13 $312,055.53
4858801 WEST PALM BEACH FL 33412 SFD 7.250 6.250 $1,049.80 180 1-Apr-13 $112,730.28
4858811 RICHMOND VA 23226 PUD 7.000 6.250 $3,595.31 180 1-Aug-13 $396,191.94
4858845 LOUISVILLE KY 40222 SFD 7.125 6.250 $4,529.16 180 1-Aug-13 $496,869.92
4858854 GRAND RAPIDS MI 49546 SFD 7.250 6.250 $3,313.70 180 1-Aug-13 $360,752.09
4858856 LITTLETON CO 80127 PUD 7.125 6.250 $3,242.88 180 1-Aug-13 $355,758.86
4858868 LIVERMORE CA 94550 SFD 7.250 6.250 $2,547.35 180 1-Jul-13 $276,321.96
4858877 LAGRANGE PARK IL 60526 SFD 7.125 6.250 $2,581.62 180 1-Jul-13 $282,315.82
4858888 TUCSON AZ 85750 SFD 6.750 6.250 $2,548.54 180 1-Jul-13 $282,173.32
4858893 PEORIA IL 61614 SFD 7.250 6.250 $2,601.66 180 1-Aug-13 $283,235.12
4858901 SPRING LAKE MI 49456 SFD 7.250 6.250 $2,556.02 180 1-Aug-13 $278,266.07
4858904 RALEIGH NC 27615 SFD 6.750 6.250 $2,300.77 180 1-Aug-13 $258,318.74
4858941 PRINCETON NJ 08550 SFD 6.875 6.250 $2,675.57 180 1-Aug-13 $298,080.88
4858955 LITTLETON CO 80122 SFD 7.000 6.250 $2,413.36 180 1-Aug-13 $266,800.86
4858966 POTOMAC MD 20854 SFD 6.625 6.250 $2,633.99 180 1-Jul-13 $297,050.58
4858980 BROWNSBURG IN 46112 SFD 7.125 6.250 $2,903.19 180 1-Aug-13 $318,493.62
4858993 SCOTTSDALE AZ 85262 SFD 7.000 6.250 $3,460.49 180 1-Aug-13 $382,563.60
4859000 POPLAR BLUFF MO 63901 SFD 7.125 6.250 $2,989.25 180 1-Aug-13 $326,928.20
4859007 AKRON OH 44321 SFD 7.250 6.250 $2,643.66 180 1-Jul-13 $286,901.79
4859015 TEANECK NJ 07666 SFD 7.250 6.250 $2,556.02 180 1-Aug-13 $276,799.24
4859020 NIWOT CO 80503 SFD 7.250 6.250 $2,220.08 180 1-Jul-13 $240,934.12
4859029 HADDONFIELD NJ 08033 SFD 6.375 6.108 $3,958.27 180 1-Jul-13 $453,400.22
4859036 CLAYTON MO 63105 HCO 6.875 6.250 $3,286.49 180 1-Aug-13 $366,142.68
4859056 INDIANAPOLIS IN 46256 SFD 7.250 6.250 $2,486.64 180 1-Jul-13 $269,256.61
4859060 SAN CLEMENTE CA 92673 SFD 6.875 6.250 $2,541.79 180 1-Aug-13 $282,963.62
4859241 PARKER CO 80138 SFD 7.125 6.250 $1,303.50 180 1-Jul-13 $142,544.71
4859248 ARLINGTON VA 22205 SFD 7.250 6.250 $2,784.24 180 1-Aug-13 $303,111.25
4859249 FRONTENAC MO 63131 SFD 7.125 6.250 $4,529.16 180 1-Aug-13 $496,869.92
4859251 POWELL OH 43065 SFD 7.000 6.250 $3,145.90 180 1-Aug-13 $347,785.10
4859256 NASHVILLE TN 37205 SFD 7.125 6.250 $2,619.66 180 1-Jul-13 $285,870.93
4859277 OLD HICKORY TN 37138 SFD 7.000 6.250 $3,226.80 180 1-Jul-13 $355,582.24
4859288 ATLANTA GA 30327 SFD 7.500 6.250 $3,429.95 180 1-Aug-13 $367,758.12
4859292 SPRINGFIELD OH 45503 SFD 7.000 6.250 $5,841.49 180 1-Aug-13 $645,787.22
4859294 BLOOMFIELD HILLS MI 48902 SFD 6.875 6.250 $2,675.57 180 1-Aug-13 $297,981.91
4859297 YARDLEY PA 19067 SFD 7.250 6.250 $2,551.46 180 1-Aug-13 $276,312.34
4859314 NEEDHAM MA 02194 SFD 7.375 6.250 $2,943.76 180 1-Aug-13 $318,039.81
4859322 BETHESDA MD 20816 SFD 6.875 6.250 $2,586.38 180 1-Aug-13 $288,144.86
4859328 LOUISVILLE CO 80027 SFD 7.125 6.250 $2,808.08 180 1-Aug-13 $308,059.35
4859396 ALLISON PARK PA 15101 SFD 7.125 6.250 $5,434.99 180 1-Aug-13 $596,243.90
4859400 METAMORA MI 48455 SFD 7.375 6.250 $2,709.18 180 1-Jul-13 $291,785.69
4859405 REHOBOTH BEACH DE 19971 SFD 7.250 6.250 $2,245.65 180 1-Jul-13 $243,708.01
4859431 WORTHINGTON OH 43085 SFD 7.000 6.250 $2,601.21 180 1-Aug-13 $287,568.58
4859437 NEW BRIGHTON MN 55112 SFD 7.625 6.250 $2,335.32 180 1-Jul-13 $247,745.40
4859444 MILWAUKEE WI 53211 SFD 7.375 6.250 $3,182.94 180 1-Jul-13 $342,811.03
4859445 NEW ORLEANS LA 70118 SFD 7.000 6.250 $2,696.48 180 1-Aug-13 $297,865.33
4859455 YORK PA 17404 SFD 7.000 6.250 $2,625.48 180 1-Jul-13 $289,319.15
4859463 HOUSTON TX 77024 SFD 7.250 6.250 $1,022.41 180 1-Aug-13 $111,306.43
4859464 ANGOLA IN 46703 SFD 7.000 6.250 $2,696.49 180 1-Jul-13 $296,879.35
4859493 WELLESLEY MA 02181 SFD 7.125 6.250 $3,623.33 180 1-Aug-13 $397,418.80
4859501 TUCSON AZ 85718 SFD 7.125 6.250 $2,415.85 180 1-Aug-13 $265,030.42
4859528 LOUISVILLE KY 40223 SFD 7.000 6.250 $3,595.31 180 1-Aug-13 $397,468.68
4859537 CARY IL 60013 SFD 7.000 6.250 $2,831.31 180 1-Aug-13 $312,836.91
4859580 TAPPAHANNOCK VA 22560 SFD 7.000 6.250 $2,615.60 180 1-Jul-13 $288,229.60
4859594 ZANESVILLE OH 43701 SFD 7.000 6.250 $2,087.98 180 1-Aug-13 $230,829.93
4859608 FULLERTON CA 92635 SFD 6.875 6.250 $2,461.52 180 1-Jul-13 $273,344.03
4859840 ALEXANDRIA VA 22304 SFD 7.250 6.250 $2,388.05 180 1-Aug-13 $259,980.02
4859858 TRACY CA 95376 SFD 6.750 6.250 $3,044.09 180 1-Jul-13 $340,653.98
4859879 WOODSTOCK GA 30189 SFD 6.875 6.250 $2,568.54 180 1-Jul-13 $283,719.98
4859889 ANNAPOLIS MD 21401 SFD 7.250 6.250 $5,112.04 180 1-Jul-13 $554,782.48
4859905 BRENTWOOD TN 37027 SFD 7.125 6.250 $2,681.27 180 1-Jul-13 $293,175.26
4859932 DEERFIELD IL 60015 SFD 7.125 6.250 $2,717.50 180 1-Aug-13 $298,121.94
4859941 FRANKLIN MI 48025 SFD 7.375 6.250 $4,581.22 180 1-Jul-13 $493,410.12
4859974 SPRINGFIELD IL 62704 SFD 7.375 6.250 $2,221.62 180 1-Jul-13 $239,274.18
4860004 SPRING TX 77379 PUD 7.000 6.250 $1,110.96 180 1-Jul-13 $122,423.29
4860015 REISTERSTOWN MD 21136 SFD 7.000 6.250 $2,359.43 180 1-Aug-13 $260,838.81
4860054 LONGMEADOW MA 01106 SFD 7.250 6.250 $5,860.58 180 1-Jul-13 $636,018.52
4860075 LINCOLN MA 01773 SFD 7.000 6.250 $5,608.69 180 1-Jul-13 $618,059.41
$68,424,080.15
COUNT: 205
WAC: 7.119960735
WAM: 176.2116969
WALTV: 69.16765543
<CAPTION>
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CITY LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------ ---- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4682339 PORTLAND 75.00 0.250 0.017 0.858
4693765 LAS VEGAS 78.99 0.250 0.017 0.858
4696351 LEWIS CENTER 69.60 0.250 0.017 0.733
4710376 WEST DES MOINES 60.57 0.250 0.017 0.233
4754352 ST. PETERSBURG 77.69 0.250 0.017 0.233
4777456 HOLLYWOOD 85.00 0.250 0.017 0.608
4783109 LEBANON 75.23 0.250 0.017 0.358
4783116 ONTE VEDRA BEACH 75.86 0.250 0.017 0.358
4784499 WOODBURN 77.09 0.250 0.017 0.483
4785537 NAGSHEAD 72.31 0.250 0.017 0.233
4787606 PRINCETON JUNCTION 63.40 0.250 0.017 0.858
4792639 BOCA RATON 52.63 0.250 0.017 0.483
4793441 BARTLESVILLE 80.00 0.250 0.017 0.483
4793516 SHELBY TOWNSHIP 67.29 0.250 0.017 0.858
4796362 PARKER 80.00 0.250 0.017 0.233
4801374 BOSTON 74.18 0.250 0.017 0.733
4803224 BETHESDA 57.69 0.250 0.017 0.608
4803558 UPPER 70.00 0.250 0.017 0.000
4803611 LENOIR 90.00 06 0.250 0.017 0.358
4803679 GALLATIN 80.00 0.250 0.017 0.233
4816773 ABILENE 80.00 0.250 0.017 0.483
4816802 FAIRVIEW PARK 73.47 0.250 0.017 0.858
4816837 WILMETTE 74.69 0.250 0.017 0.608
4816860 WEST LEBANON 78.30 0.250 0.017 0.483
4816921 WEST LAFAYETTE 72.92 0.250 0.017 0.358
4816948 TUCSON 80.00 0.250 0.017 0.483
4816977 CHARLESTON 39.66 0.250 0.017 0.858
4817009 INDIANAPOLIS 72.91 0.250 0.017 0.733
4817845 CHAMPAIGN 65.17 0.250 0.017 0.358
4817850 CANFIELD 80.00 0.250 0.017 0.358
4817859 SPRINGFIELD 72.84 0.250 0.017 0.233
4817862 BLOOMINGTON 80.00 0.250 0.017 0.608
4817911 JOHNSTOWN 37.50 0.250 0.017 0.733
4817928 COLORADO SPRINGS 80.00 0.250 0.017 0.858
4817955 PAYSON 58.92 0.250 0.017 0.858
4818022 WHITEFISH BAY 46.88 0.250 0.017 0.733
4818037 SANDY 63.87 0.250 0.017 0.358
4818074 PROSPECT 79.79 0.250 0.017 0.733
4818085 PHOENIX 26.10 0.250 0.017 0.983
4819174 MURFREESBORO 79.22 0.250 0.017 0.108
4819288 ARLINGTON 63.85 0.250 0.017 0.358
4819457 OMAHA 78.90 0.250 0.017 0.483
4821200 MARYVILLE 79.35 0.250 0.017 0.358
4821426 SHERMAN 80.00 0.250 0.017 0.608
4830219 NAPLES 50.63 0.250 0.017 0.608
4830878 MORELAND HILLS 64.17 0.250 0.017 0.733
4833255 NEW ORLEANS 73.37 0.250 0.017 0.233
4833812 SANTA BARBARA 80.00 0.250 0.017 0.000
4842507 IOWA CITY 66.09 0.250 0.017 0.608
4842535 ATHENS 74.83 0.250 0.017 0.483
4842562 ROGERS 78.90 0.250 0.017 0.483
4842595 GATE MILLS 80.00 0.250 0.017 0.483
4842623 FARGO 67.86 0.250 0.017 0.608
4842648 ANNAPOLIS 69.08 0.250 0.017 0.733
4842659 ELKHORN 75.00 0.250 0.017 0.983
4842667 IRVINE 80.00 0.250 0.017 0.000
4842693 FAIRFAX 77.95 0.250 0.017 0.358
4842731 FT LAUDERDALE 63.29 0.250 0.017 0.733
4842768 ANNAPOLIS 69.71 0.250 0.017 0.483
4842799 BURR RIDGE 72.50 0.250 0.017 0.608
4842819 COTO DE CAZA 67.74 0.250 0.017 0.358
4842826 STURGEON BAY 68.45 0.250 0.017 0.733
4842843 GRIFFIN 66.12 0.250 0.017 0.733
4842851 HOT SPRINGS 58.14 0.250 0.017 0.733
4842862 BURLINGTON 76.92 0.250 0.017 0.983
4842868 OLYMPIA 70.00 0.250 0.017 0.358
4842881 STEVENSVILLE 87.10 11 0.250 0.017 0.608
4842886 MARIETTA 69.49 0.250 0.017 0.233
4842893 MESA 80.00 0.250 0.017 0.483
4842903 MIAMI 79.97 0.250 0.017 0.733
4842905 GAINESVILLE 71.99 0.250 0.017 0.858
4842913 JUPITER 74.89 0.250 0.017 0.608
4842916 CORAL SPRINGS 78.57 0.250 0.017 0.483
4842919 LONG BEACH TOWNSHIP 84.99 06 0.250 0.017 0.608
4842922 CARMEL 73.85 0.250 0.017 0.608
4842926 PALM BEACHGARDENS 80.00 0.250 0.017 0.858
4842966 OCALA 66.04 0.250 0.017 0.858
4842970 WINCHESTER 46.90 0.250 0.017 0.608
4842974 MILFORD 79.78 0.250 0.017 0.858
4842988 CONCORD 35.10 0.250 0.017 0.483
4842993 NORTH ANDOVER 73.64 0.250 0.017 0.233
4843025 ORLAND PARK 80.00 0.250 0.017 0.608
4844614 TULSA 70.00 0.250 0.017 0.233
4845022 OAK BROOK 79.72 0.250 0.017 0.733
4845029 BATTLE CREEK 72.86 0.250 0.017 0.733
4845225 ANN ARBOR 66.59 0.250 0.017 0.983
4845261 FAIRFAX STATION 72.00 0.250 0.017 0.983
4845359 BELLEVUE 74.50 0.250 0.017 1.233
4845477 ENGLEWOOD 63.20 0.250 0.017 0.983
4845604 LAWRENCE 80.00 0.250 0.017 0.733
4845696 ROCKLEDGE 80.00 0.250 0.017 0.733
4845745 BOCA RATON 78.06 0.250 0.017 0.733
4845773 OKLAHOMA CITY 40.31 0.250 0.017 0.733
4845778 PORT CHARLOTTE 60.00 0.250 0.017 0.733
4845875 BLOOMFIELD HILLS 49.31 0.250 0.017 0.733
4845945 GREAT FALLS 59.33 0.250 0.017 0.733
4845977 PLAINFIELD 68.30 0.250 0.017 0.733
4846036 COVINA 67.59 0.250 0.017 0.733
4846060 SAN JOSE 54.26 0.250 0.017 0.733
4846120 REDONDO BEACH 78.71 0.250 0.017 0.733
4846236 NEWPORT BEACH 55.04 0.250 0.017 0.733
4846930 INCLINE VILLAGE 65.00 0.250 0.017 0.483
4849598 ALGONQUIN 75.56 0.250 0.017 0.733
4849627 WYOMISSING 67.61 0.250 0.017 0.733
4849643 HIGHLANDS RANCH 37.82 0.250 0.017 0.733
4849644 DANVILLE 59.63 0.250 0.017 0.733
4849660 THOUSAND OAKS 74.96 0.250 0.017 0.733
4849681 PALO ALTO 60.35 0.250 0.017 0.733
4849708 MIAMI 77.35 0.250 0.017 0.733
4849827 LAKE OSWEGO 71.06 0.250 0.017 0.733
4849914 AURORA 63.64 0.250 0.017 0.733
4852540 SAN JOSE 42.15 0.250 0.017 0.983
4852549 ENCINITAS 71.34 0.250 0.017 0.858
4852665 PRESCOTT 59.54 0.250 0.017 0.858
4852710 CLAREMONT 74.41 0.250 0.017 0.983
4852736 DANVILLE 46.32 0.250 0.017 0.858
4852750 GLENVIEW 79.13 0.250 0.017 0.733
4852758 GLENMOORE 73.62 0.250 0.017 0.733
4852775 ENCINITAS 65.71 0.250 0.017 0.858
4852981 DEL MAR 50.92 0.250 0.017 1.108
4853037 LARKSPUR 55.65 0.250 0.017 0.858
4853051 CULVER CITY 73.26 0.250 0.017 0.733
4853155 AUGUSTA 80.00 0.250 0.017 0.858
4853170 GLENDALE 78.72 0.250 0.017 0.858
4853178 LOS ALTOS 30.77 0.250 0.017 0.733
4856512 OLIVE BRANCH 75.91 0.250 0.017 0.733
4858202 STOCKBRIDGE 32.26 0.250 0.017 0.858
4858234 UPPER SADDLE RIVER 68.41 0.250 0.017 0.733
4858253 PLANO 80.00 0.250 0.017 0.608
4858286 OAK PARK 63.64 0.250 0.017 0.358
4858301 CHANDLER 89.99 0.250 0.017 0.608
4858322 ATLANTA 75.00 0.250 0.017 0.358
4858343 LOXAHATCHEE 59.63 0.250 0.017 0.483
4858392 JACKSON 72.22 0.250 0.017 0.358
4858658 DAMASCUS 73.23 0.250 0.017 0.000
4858729 WESTPORT 53.29 0.250 0.017 0.608
4858738 CHESTERFIELD 76.30 0.250 0.017 0.483
4858773 PEKIN 80.00 0.250 0.017 0.733
4858799 RIVER FOREST 45.51 0.250 0.017 0.733
4858801 WEST PALM BEACH 72.78 0.250 0.017 0.733
4858811 RICHMOND 50.00 0.250 0.017 0.483
4858845 LOUISVILLE 60.61 0.250 0.017 0.608
4858854 GRAND RAPIDS 31.98 0.250 0.017 0.733
4858856 LITTLETON 70.89 0.250 0.017 0.608
4858868 LIVERMORE 79.96 0.250 0.017 0.733
4858877 LAGRANGE PARK 74.03 0.250 0.017 0.608
4858888 TUCSON 72.00 0.250 0.017 0.233
4858893 PEORIA 75.00 0.250 0.017 0.733
4858901 SPRING LAKE 36.87 0.250 0.017 0.733
4858904 RALEIGH 60.47 0.250 0.017 0.233
4858941 PRINCETON 66.37 0.250 0.017 0.358
4858955 LITTLETON 70.66 0.250 0.017 0.483
4858966 POTOMAC 79.60 0.250 0.017 0.108
4858980 BROWNSBURG 77.23 0.250 0.017 0.608
4858993 SCOTTSDALE 64.17 0.250 0.017 0.483
4859000 POPLAR BLUFF 75.00 0.250 0.017 0.608
4859007 AKRON 78.27 0.250 0.017 0.733
4859015 TEANECK 59.57 0.250 0.017 0.733
4859020 NIWOT 80.00 0.250 0.017 0.733
4859029 HADDONFIELD 80.00 0.250 0.017 0.000
4859036 CLAYTON 79.42 0.250 0.017 0.358
4859056 INDIANAPOLIS 87.59 12 0.250 0.017 0.733
4859060 SAN CLEMENTE 79.17 0.250 0.017 0.358
4859241 PARKER 79.99 0.250 0.017 0.608
4859248 ARLINGTON 73.49 0.250 0.017 0.733
4859249 FRONTENAC 74.07 0.250 0.017 0.608
4859251 POWELL 54.43 0.250 0.017 0.483
4859256 NASHVILLE 54.06 0.250 0.017 0.608
4859277 OLD HICKORY 78.23 0.250 0.017 0.483
4859288 ATLANTA 35.24 0.250 0.017 0.983
4859292 SPRINGFIELD 72.21 0.250 0.017 0.483
4859294 BLOOMFIELD HILLS 41.67 0.250 0.017 0.358
4859297 YARDLEY 69.88 0.250 0.017 0.733
4859314 NEEDHAM 52.89 0.250 0.017 0.858
4859322 BETHESDA 73.05 0.250 0.017 0.358
4859328 LOUISVILLE 78.68 0.250 0.017 0.608
4859396 ALLISON PARK 80.00 0.250 0.017 0.608
4859400 METAMORA 73.63 0.250 0.017 0.858
4859405 REHOBOTH BEACH 56.81 0.250 0.017 0.733
4859431 WORTHINGTON 79.99 0.250 0.017 0.483
4859437 NEW BRIGHTON 59.52 0.250 0.017 1.108
4859444 MILWAUKEE 54.06 0.250 0.017 0.858
4859445 NEW ORLEANS 73.17 0.250 0.017 0.483
4859455 YORK 78.31 0.250 0.017 0.483
4859463 HOUSTON 80.00 0.250 0.017 0.733
4859464 ANGOLA 57.14 0.250 0.017 0.483
4859493 WELLESLEY 44.20 0.250 0.017 0.608
4859501 TUCSON 68.38 0.250 0.017 0.608
4859528 LOUISVILLE 80.00 0.250 0.017 0.483
4859537 CARY 73.26 0.250 0.017 0.483
4859580 TAPPAHANNOCK 68.15 0.250 0.017 0.483
4859594 ZANESVILLE 87.66 11 0.250 0.017 0.483
4859608 FULLERTON 69.87 0.250 0.017 0.358
4859840 ALEXANDRIA 80.00 0.250 0.017 0.733
4859858 TRACY 80.00 0.250 0.017 0.233
4859879 WOODSTOCK 78.47 0.250 0.017 0.358
4859889 ANNAPOLIS 80.00 0.250 0.017 0.733
4859905 BRENTWOOD 80.00 0.250 0.017 0.608
4859932 DEERFIELD 71.25 0.250 0.017 0.608
4859941 FRANKLIN 69.17 0.250 0.017 0.858
4859974 SPRINGFIELD 89.11 06 0.250 0.017 0.858
4860004 SPRING 47.00 0.250 0.017 0.483
4860015 REISTERSTOWN 62.80 0.250 0.017 0.483
4860054 LONGMEADOW 73.37 0.250 0.017 0.733
4860075 LINCOLN 79.95 0.250 0.017 0.483
COUNT: 205
WAC: 7.119960735
WAM: 176.2116969
WALTV: 69.16765543
</TABLE>
NASCOR
NMI / 1998-27 Exhibit F-3 (Part B)
10 & 15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- ------ -------- ------
4682339 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4693765 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4696351 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4710376 BRENTON MORTGAGE, INC. BRENTON MORTGAGE, INC.
4754352 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4777456 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783109 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783116 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4784499 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4785537 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4787606 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4792639 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4793441 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4793516 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4796362 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4801374 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4803224 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4803558 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4803611 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4803679 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4816773 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4816802 BANC ONE MORTGAGE CORPORT BANC ONE MORTGAGE CORPORT
4816837 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4816860 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4816921 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4816948 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4816977 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4817009 BANC ONE MORTGAGE CORPORT BANC ONE MORTGAGE CORPORT
4817845 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4817850 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4817859 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4817862 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4817911 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4817928 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4817955 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4818022 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4818037 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4818074 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4818085 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4819174 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4819288 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4819457 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4821200 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4821426 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4830219 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4830878 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4833255 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4833812 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4842507 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842535 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842562 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842595 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842623 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842648 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842659 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842667 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842693 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842731 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842768 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842799 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842819 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842826 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842843 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842851 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842862 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842868 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842881 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842886 HOMESIDE LENDING HOMESIDE LENDING
4842893 HOMESIDE LENDING HOMESIDE LENDING
4842903 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842905 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842913 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842916 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842919 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842922 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842926 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842966 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842970 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842974 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842988 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4842993 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4843025 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
4844614 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4845022 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845029 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845225 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845261 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845359 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845477 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845604 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845696 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845745 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845773 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845778 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845875 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845945 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845977 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4846036 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4846060 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4846120 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4846236 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4846930 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4849598 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849627 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849643 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849644 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849660 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849681 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849708 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849827 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849914 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4852540 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4852549 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4852665 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4852710 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4852736 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4852750 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4852758 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4852775 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4852981 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4853037 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4853051 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4853155 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4853170 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4853178 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4856512 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4858202 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4858234 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858253 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858286 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858301 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858322 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858343 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858392 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858658 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858729 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858738 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858773 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4858799 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858801 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4858811 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858845 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858854 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858856 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858868 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858877 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858888 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858893 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858901 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858904 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858941 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858955 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858966 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858980 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858993 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859000 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859007 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859015 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859020 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859029 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859036 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859056 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859060 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859241 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859248 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859249 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859251 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859256 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859277 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859288 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859292 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859294 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859297 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859314 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859322 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859328 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859396 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859400 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859405 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859431 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859437 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859444 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859445 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859455 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859463 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859464 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859493 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859501 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859528 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859537 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859580 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859594 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859608 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859840 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859879 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859889 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859905 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859932 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859941 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859974 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4860004 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4860015 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4860054 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4860075 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
COUNT: 205
WAC: 7.119960735
WAM: 176.2116969
WALTV: 69.16765543
<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 1998-27
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 1998-27, 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 October 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.
<PAGE>
(_) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in book/reel/docket
____________________ of official records at page/image ____________.
(_) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
(_) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
(_) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
(_) ---------------------------------------------
(_) ---------------------------------------------
(_) ---------------------------------------------
(_) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the 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.
<PAGE>
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By: __________________________
Title: ________________________
Date: ________________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO
SECTION 860E(e)(4) OF THE
INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND FOR
NON-ERISA INVESTORS
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and
says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1998-27, Class A-R
Certificate (the "Class A-R Certificate") for the account of, or as agent
(including a broker, nominee, or other middleman) for, any person or entity from
which it has not received an affidavit substantially in the form of this
affidavit. For these purposes, a "disqualified organization" means the United
States, any state or political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (other than an instrumentality if all of its activities are subject to
tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class A-R Certificate
as they become due.
<PAGE>
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class A-R Certificate in excess of cash flows generated by
the Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate to
any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other
than a U.S. Person (a "Non-U.S. Person") that holds the Class A-R Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Trustee with an effective Internal Revenue
Service Form 4224 or successor form at the time and in the manner required by
the Code or (iii) is a Non-U.S. Person that has delivered to both the transferor
and the Trustee an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class A-R Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class A-R Certificate will not be disregarded for federal
income tax purposes. "U.S. Person" means a citizen or resident of the United
States, a corporation, partnership (except to the extent provided in applicable
Treasury regulations) or other entity created or organized in or under the laws
of the United States or any political subdivision thereof, an estate that is
subject to U.S. federal income tax regardless of the source of its income or a
trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S.
Persons have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury regulations, certain trusts
in existence on August 20, 1996 which are eligible to elect to be treated as
U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class A-R Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 3.01 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of
, 19 __.
[Name of Purchaser]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of , 19 __.
- -----------------------------
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1998-27, Class A-R
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-27
CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1998-27, Class
[A-PO][B-4][B-5][B-6] Certificates (the "Class [A-PO][B-4][B-5][B-6]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby
acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of October 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
1998-27.
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
<PAGE>
invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to enter into
this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the
Class [A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Purchaser is able to bear the
economic risk of an investment in the Class [A-PO][B-4][B-5][B-6]
Certificates and can afford a complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer"
within the meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__,
relating to the Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to
the extent it deemed appropriate, the documents attached thereto or
incorporated by reference therein, (b) it has had the opportunity to ask
questions of, and receive answers from the Seller concerning the Class
[A-PO][B-4][B-5][B-6] Certificates and all matters relating thereto, and
obtain any additional information (including documents) relevant to its
decision to purchase the Class [A-PO][B-4][B-5][B-6] Certificates that the
Seller possesses or can possess without unreasonable effort or expense and
(c) it has undertaken its own independent analysis of the investment in
the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will not use
or disclose any information it receives in connection with its purchase of
the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with
a subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state
or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) [for Class [B-4][B-5][B-6] Certificates only] if the
Purchaser is an insurance company, (A) the source of funds used to
purchase the Class [B-4][B-5][B-6] Certificate is an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July
12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or
on behalf of such Plan and all other Plans maintained by the same employer
(or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization exceeds 10% of the total of all reserves
and liabilities of such
<PAGE>
general account (as such amounts are determined under Section I(a) of PTE
95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of
PTE 95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trustee of the Trust Estate and (b)
such other opinions of counsel, officers' certificates and agreements as
the Seller or the Master Servicer may have required. A Benefit Plan
Opinion is an opinion of counsel to the effect that the proposed transfer
will not cause the assets of the Trust Estate to be regarded as "plan
assets" and subject to the prohibited transaction provisions of ERISA, the
Code or Similar Law and will not subject the Trustee, the Seller or the
Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil
penalties or excise taxes imposed pursuant to ERISA, Section 4975 of the
Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the
Board of Governors of the Federal Reserve System ("FRB"), the Federal
Deposit Insurance Corporation ("FDIC"), the Office of Thrift Supervision
("OTS") or the National Credit Union Administration ("NCUA"), the
Purchaser has reviewed the "Supervisory Policy Statement on Securities
Activities" dated January 28, 1992 of the Federal Financial Institutions
Examination Council and the April 15, 1994 Interim Revision thereto as
adopted by the OCC, FRB, FDIC, OTS and NCUA (with modifications as
applicable), as appropriate, other applicable investment authority, rules,
supervisory policies and guidelines of these agencies and, to the extent
appropriate, state banking authorities and has concluded that its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.
Section 3. Transfer of Class [A-PO][B-4][B-5][B-6] Certificates.
(a) The Purchaser understands that the Class [A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933
(the "Act") or any state securities laws and that no transfer may be made
unless the Class [A-PO][B-4][B-5][B-6] Certificates are registered under
the Act and applicable state law or unless an exemption from registration
is available. The Purchaser further understands that neither the Seller,
the Master Servicer nor the Trustee is under any obligation to register
the Class [A-PO][B-4][B-5][B-6] Certificates or make an exemption
available. In the event that such a transfer is to be made in reliance
upon an exemption from the Act or applicable state securities laws, (i)
the Trustee shall require, in order to assure compliance with such laws,
that the Certificateholder's prospective transferee certify to the 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
<PAGE>
acting on behalf of the Trustee and the Seller against any liability that
may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall
be made unless the transferee provides the Seller and the Trustee with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [A-PO][B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: ____________________________
Its: __________________________
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-27
CLASS [B-1] [B-2] [B-3] CERTIFICATES
TRANSFEREE'S LETTER
---------------- --, ----
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1998-27, Class
[B-1] [B-2] [B-3] Certificates (the "Class [B-1] [B-2] [B-3] Certificates") in
the principal amount of $___________. In doing so, the Purchaser hereby
acknowledges and
agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of October 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
1998-27.
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:
<PAGE>
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state
or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) if the Purchaser is an insurance company, (A) the source of
funds used to purchase the Class [B-1] [B-2] [B-3] Certificate is an
"insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60
Fed. Reg. 35925 (July 12, 1995), (B) there is no Plan with respect to
which the amount of such general account's reserves and liabilities for
the contract(s) held by or on behalf of such Plan and all other Plans
maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed
10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the
date of acquisition and (C) the purchase and holding of such Class
[B-1][B-2][B-3] 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 Seller or the
Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil
penalties or excise taxes imposed pursuant to ERISA, Section 4975 of the
Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement
to be validly executed by its duly authorized representative as of the day and
the year first above written.
[PURCHASER]
By: --------------------------
Its: _________________________
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
National City Mortgage Company Servicing Agreement
FT Mortgage Companies Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
Columbia Equities, Ltd Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
Banc One Mortgage Company Servicing Agreement
Farmers State Bank & Trust Company of Superior Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
HomeSide Lending Servicing Agreement
Hibernia National Bank Servicing Agreement
Brenton Mortgage, Inc. Servicing Agreement
<PAGE>
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of , between Norwest Bank Minnesota, National
Association (the "Company" and "Norwest Bank") and (the "Purchaser").
PRELIMINARY STATEMENT
________________________ is the holder of the entire interest
in Norwest Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 1998-27, Class ____ (the "Class B Certificates"). The Class B
Certificates were issued pursuant to a Pooling and Servicing Agreement dated as
of October 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 Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
<PAGE>
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant
to Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
D-1 by Duff & Phelps Credit Rating Co. ("DCR") or (vi) demand and time deposits
in, certificates of deposit of, any depository institution or trust company
(which may be an affiliate of the Company) incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by DCR or S&P, (y) the
certificate of deposit or other unsecured short-term debt obligations of such
depository institution or trust company have a rating of at least D-1 by DCR or
A-1 by S&P or (z) the depository institution or trust company is one that is
acceptable to either DCR or S&P and, for each of the preceding clauses (i),
(iv), (v) and (vi), the maturity thereof shall be not later than the earlier to
occur of (A) 30 days from the date of the related investment and (B) the next
succeeding Distribution Date as defined in the related Pooling and Servicing
Agreement.
Commencement of Foreclosure: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser
to delay the Commencement of Foreclosure, made in accordance with
Section 2.02(b).
<PAGE>
Election to Foreclose: Any election by the Purchaser to
proceed with the Commencement of Foreclosure, made in accordance
with Section 2.03(a).
Monthly Advances: Principal and interest advances and
servicing advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Master Servicer shall provide to the Purchaser the following
notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days
or more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection
with any Mortgage Loan, the Company shall cause (to the extent that the
Company as Master Servicer is granted such authority in the related
Servicing Agreement) the Servicer to provide the Purchaser with a notice
(sent by telecopier) of such proposed and imminent foreclosure, stating
the loan number and the aggregate amount owing under the Mortgage Loan.
Such notice may be provided to the Purchaser in the form of a copy of a
referral letter from such Servicer to an attorney requesting the
institution of foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing
<PAGE>
Agreement) to make its servicing personnel available (during their normal
business hours) to respond to reasonable inquiries, by phone or in writing by
facsimile, electronic, or overnight mail transmission, by the Purchaser in
connection with any Mortgage Loan identified in a report under subsection (a)
(i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii) which has been given to the
Purchaser; provided, that (1) the related Servicer shall only be required to
provide information that is readily accessible to its servicing personnel and is
non-confidential and (2) the related Servicer shall respond within five Business
Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure
Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such
<PAGE>
additional information shall be provided only to the extent it (i) is not
confidential in nature and (ii) is obtainable by the related Servicer from
existing reports, certificates or statements or is otherwise readily accessible
to its servicing personnel. The Purchaser agrees that it has no right to deal
with the mortgagor during such period. However, if such servicing activities
include acceptance of a deed-in-lieu of foreclosure or short payoff, the
Purchaser will be notified and given two Business Days to respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
<PAGE>
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure
Proceedings
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits
<PAGE>
pursuant to this Agreement) shall be released to the Purchaser if and to the
extent that reimbursement therefor from amounts paid by the mortgagor is not
prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
<PAGE>
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1998-27. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the
<PAGE>
benefit of the Certificateholders, until withdrawn from the Collateral Fund
pursuant to Section 2.02 or 2.03 hereof. The Collateral Fund shall be an
"outside reserve fund" within the meaning of the REMIC Provisions, beneficially
owned by the Purchaser for federal income tax purposes. All income, gain,
deduction or loss with respect to the Collateral Fund shall be that of the
Purchaser. All distributions from the Trust Fund to the Collateral Fund shall be
treated as distributed to the Purchaser as the beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02. Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
<PAGE>
The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04. Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment.
This Agreement may be amended from time to time by the Company and
the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04. Notices.
<PAGE>
All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
______________________________
______________________________
______________________________
______________________________
Attention: ___________________
Section 4.05. Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf
of the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the
<PAGE>
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: _______________________
