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: November 24, 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 November 24, 1998, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1998-32, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-R, Class B-1, Class B-2 and Class B-3 (the "Offered Certificates"), having an
aggregate original principal balance of $387,653,100.00. The Offered
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of November 24, 1998, among the Registrant, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer" or "Norwest Bank"),
United States Trust Company of New York, as trustee and First Union National
Bank, as trust administrator (the "Agreement"), a copy of which is filed as an
exhibit hereto. Mortgage Pass-Through Certificates, Series 1998-32, Class A-PO
Certificates, having an aggregate initial principal balance of $800,134.56, and
Class B-4, Class B-5 and Class B-6 Certificates, having an aggregate initial
principal balance of $1,952,405.52 (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 99.29% 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,
originated in connection with the relocation of employees by various corporate
employers that participated in the relocation program of Norwest Mortgage, Inc.
and of employees of various non-participant employees. The remaining undivided
interests in the Trust Estate are evidenced by the Class A-PO and Private Class
B Certificates. Distributions on the Private Class B Certificates are
subordinated to distributions on the Offered Certificates and the Class A-PO
Certificates.
Interest on the Offered Certificates (other than the Class A-4
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-2, Class A-3, Class
A-4, Class A-5, Class A-6, 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
November 24, 1998, among Norwest Asset
Securities Corporation, Norwest Bank
Minnesota, National Association, United
States Trust Company of New York, as trustee
and First Union National Bank, as trust
administrator.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES
CORPORATION
November 24, 1998
/s/ Alan S. McKenney
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Alan S. McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
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Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing Agreement, dated E
as of November 24, 1998 among Norwest
Asset Securities Corporation, Norwest
Bank Minnesota, National Association,
United States Trust Company of New
York, as trustee and First Union
National Bank, as trust administrator.
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of November 24, 1998
$390,405,640.08
Mortgage Pass-Through Certificates
Series 1998-32
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<PAGE>
EXECUTION COPY
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions....................................................1
Section 1.02. Acts of Holders...............................................50
Section 1.03. Effect of Headings and Table of Contents......................51
Section 1.04. Benefits of Agreement.........................................51
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans...................................1
Section 2.02. Acceptance by Trust Administrator..............................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 Trust
Administrator................................................4
Section 3.04. Trust Administrator to Cooperate; Release of
Owner Mortgage Loan Files....................................5
Section 3.05. Reports to the Trustee and Trust Administrator;
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
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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
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...................................................9
Section 4.04. Statements to Certificateholders; Report to the
Trust Administrator, Financial Security and
the Seller..................................................10
Section 4.05. Reports to Mortgagors and the Internal Revenue
Service.....................................................13
Section 4.06. Reserve Fund..................................................14
Section 4.07. Distributions in Reduction of the Class A-3
Certificates................................................14
Section 4.08. Policy Matters................................................20
Section 4.09. Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer..............22
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................................8
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
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Section 6.06. Assignment or Delegation of Duties by Master
Servicer.....................................................2
Section 6.07. Indemnification of Trustee, Trust Administrator
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. Trust Administrator to Act; Appointment of
Successor....................................................4
Section 7.06. Notification to Certificateholders.............................5
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01. Duties of Trustee and Trust Administrator......................1
Section 8.02. Certain Matters Affecting the Trustee..........................2
Section 8.03. Neither Trustee nor Trust Administrator
Required to Make Investigation...............................3
Section 8.04. Neither Trustee nor Trust Administrator Liable
for Certificates or Mortgage Loans...........................3
Section 8.05. Trustee and Trust Administrator May Own
Certificates.................................................3
Section 8.06. The Master Servicer to Pay Fees and Expenses...................4
Section 8.07. Eligibility Requirements.......................................4
Section 8.08. Resignation and Removal........................................4
Section 8.09. Successor......................................................5
Section 8.10. Merger or Consolidation........................................6
Section 8.11. Authenticating Agent...........................................6
Section 8.12. Separate Trustees and Co-Trustees..............................7
Section 8.13. Appointment of Custodians......................................9
Section 8.14. Tax Matters; Compliance with REMIC Provisions..................9
Section 8.15. Monthly Advances..............................................11
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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....................................5
Section 10.07. Special Notices to Rating Agencies and
Financial Security...........................................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
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.................................2
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........................3
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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............................................4
Section 11.26. Master Servicing Fee Rate.....................................4
Section 11.27. Financial Security Contact Person.............................4
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-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 1998-32 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of
the Internal Revenue Code of 1986, as
amended, and for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4][B-5][B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1][B-2][B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
EXHIBIT N - Policy
<PAGE>
This Pooling and Servicing Agreement, dated as of November 24, 1998
executed by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee and FIRST UNION NATIONAL BANK, as Trust Administrator.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer, the Trustee and the Trust Administrator agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates and (ii) the principal portion of all
Realized Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the month preceding such
Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (y) the principal portion of any Realized Loss (other than a Debt
Service Reduction) incurred on such Mortgage Loan from the Cut-Off Date through
the end of the month preceding such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance and Class B Principal Balance as of
the related Determination Date and (B) the sum of (i) the sum of the Class A
Principal Balance and Class B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a) 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.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent
appointed by the Trust Administrator pursuant to Section 8.11.
There shall initially be no Authenticating Agent for the
Certificates.
Available Master Servicer Compensation: As to any Distribution Date,
the sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trust Administrator in writing
that such Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by such Servicer
without giving effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$176,073.40 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) (or, in the case of the Class A-3 Certificates, without
giving effect to the guaranty provided by Financial Security) by either Rating
Agency minus (2) the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Relevant
Anniversary. On and after the Cross-Over Date the Bankruptcy Loss Amount shall
be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-5 Certificates and Class A-6
Certificates, beneficial ownership and transfers of which shall be evidenced by,
and made through, book entries by the Clearing Agency as described in Section
5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-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-4 and Class A-PO
Certificates), the amount distributable to such Class of Class A Certificates
pursuant to Paragraphs first, second and third clause (A) of Section 4.01(a). As
to the Class A-4 Certificates, the amount distributable to such Class pursuant
to Paragraph third clause (A) of Section 4.01(a). As to any Distribution Date
and the Class A-PO Certificates, the amount distributable to the Class A-PO
Certificates pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a) on such Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the
rate per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-PO Certificates), the
percentage calculated by dividing the Interest Accrual Amount of such Class
(determined without regard to clause (ii) of the definition thereof) by the sum
of (a) the Class A Interest Accrual Amount (determined without regard to clause
(ii) of the definition of each Interest Accrual Amount) and (b) the Premium
Payment (determined without regard to clause (ii) of the definition of Premium
Payment).
Class A Interest Shortfall Amount: As to any Distribution Date and
any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
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, (iii) the Premium Payment, (iv)
the Premium Unpaid Shortfall and (v) the Class A Non-PO Optimal Principal
Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y)
the sum of:
(i) the Class A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan.
Class A Non-PO Principal Balance: As of any date, an amount equal to
the Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution
Date, 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, Class A-2 and Class
A-R Certificates, the Class A Fixed Pass-Through Rate. As to the Class A-3 and
Class A-6 Certificates, 6.500% per annum. As to the Class A-5 Certificates,
5.500% per annum. The Class A-4 and Class A-PO Certificates are not entitled to
interest and have no Class A Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on or
prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in November 2003, 100%. As to any Distribution
Date subsequent to November 2003 to and including the Distribution Date in
November 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 November 2004 to and including the Distribution Date in
November 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 November 2005 to and including the Distribution Date in
November 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 November 2006 to and including the Distribution Date in
November 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 November 2007, the Class A Percentage as of such Distribution
Date. The foregoing is subject to the following: (i) if the aggregate
distribution to Holders of Class A Certificates on any Distribution Date of the
Class A Prepayment Percentage provided above of (a) Unscheduled Principal
Receipts distributable on such Distribution Date would reduce the Class A Non-PO
Principal Balance below zero, the Class A Prepayment Percentage for such
Distribution Date shall be the percentage necessary to bring the Class A Non-PO
Principal Balance to zero and thereafter the Class A Prepayment Percentage shall
be zero and (ii) if the Class A Percentage as of any Distribution Date is
greater than the Original Class A Percentage, the Class A Prepayment Percentage
for such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Class A Prepayment Percentage described in the second
through sixth sentences of this definition of Class A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Class A Prepayment Percentage for such Distribution Date will be determined
in accordance with the applicable provision, as set forth in the first through
fifth sentences above, which was actually used to determine the Class A
Prepayment Percentage for the Distribution Date occurring in the November
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 December 2003 and November 2004
(2) 35% of the Original Class B Principal Balance if such Distribution Date
occurs between and including December 2004 and November 2005, (3) 40% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including December 2005 and November 2006, (4) 45% of the Original Class B
Principal Balance if such Distribution Date occurs between and including
December 2006 and November 2007, and (5) 50% of the Original Class B Principal
Balance if such Distribution Date occurs during or after December 2007. With
respect to any Distribution Date on which the Class A Prepayment Percentage is
reduced below the Class A Prepayment Percentage for the prior Distribution Date,
the Master Servicer shall certify to the Trust Administrator, based upon
information provided by each Servicer as to the Mortgage Loans serviced by it
that the criteria set forth in the preceding sentence are met.
Class A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-PO Certificates and Class A-R
Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
any Class of Class A Certificates, the amount, if any, by which the aggregate of
the Class A Interest Shortfall Amounts for such Class for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a).
Class A-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-1 and
Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-2 and
Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-3 and
Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-3 Distribution Deficiency: With respect to the Class A-3
Certificates on each Distribution Date, the sum of (i) the Class A-3 Interest
Loss Amount for such Distribution Date and (ii) the Class A-3 Principal Loss
Amount for such Distribution.
Class A-3 Interest Loss Amount: As to any Distribution Date, the
excess, if any, of (i) the Interest Accrual Amount of the Class A-3 Certificates
(determined without regard to clause (ii) of the definition thereof), net of any
Non-Supported Interest Shortfalls allocated to the Class A-3 Certificates that
are covered by the Reserve Fund over (ii) the amount available to be distributed
in respect of the Class A-3 Certificates on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
Class A-3 Principal Loss Amount: As to any Distribution Date, the
sum of, without duplication, (i) the Class A Loss Percentage of the Class A-3
Certificates of the principal portion of Realized Losses allocated to the Class
A Certificates (other than the Class A-PO Certificates) with respect to such
Distribution Date pursuant to Section 4.02(b) and (ii) any amount allocated to
the Class A-3 Certificates after the Cross-Over Date with respect to such
Distribution Date pursuant to the third sentence in the definition of Principal
Balance of the Class A-3 Certificates.
Class A-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-4 and
Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-5 and
Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-6 and
Exhibit C hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-PO Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-PO and
Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by the Seller during such preceding month pursuant to Section
2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage Loan
substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
the applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
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, 6.000% per
annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-1 and
Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-2 and
Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-3 and
Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-3 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-4 and
Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-4 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-5 and
Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-6 and
Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with the provisions of Section 4.01(d)(i), the Class B-6
Percentage for such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)
and (b) the Realized Losses allocated through such Determination Date to the
Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool
Amount as of the preceding Distribution Date less the Class A Principal Balance,
the Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Indirect Participant: A broker, dealer, bank,
financial institution or other Person that clears securities transactions
through or maintains a custodial relationship with a Clearing Agency
Participant, either directly or indirectly.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as
set forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal
Balance for such Distribution Date and (b) the Available Master Servicing
Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trust
Administrator or the Trustee, as the case may be, at which at any particular
time its corporate trust business shall be administered, which office, with
respect to the Trust Administrator, at the date of the execution of this
instrument is located at 230 South Tryon Street, Charlotte, North Carolina 28288
and with respect to the Trustee, at the date of execution of this instrument is
located at 114 West 47th Street, New York, New York 10036.
Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of such
Distribution Date, the amount of interest that would have accrued
at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of
the month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from the
day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class A Certificates
and the Premium Payment 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 Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trust Administrator, substantially in the form of Exhibit E
hereto, as the same may be amended or modified from time to time in accordance
with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
DCR: Duff & Phelps Credit Rating Co., or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deceased Holder: A Beneficial Owner of a Class A-3 Certificate who
was living at the time such interest was acquired, whose death is deemed to have
occurred pursuant to Section 4.07(b), and with respect to which the Trust
Administrator has received through the Clearing Agency evidence of death
satisfactory to the Trust Administrator and any tax waivers requested by the
Trustee.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate 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 6.000%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as a REMIC or
result in the imposition of any federal tax on the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) (or, in the case of the
Class A-3 Certificates, without giving effect to the guaranty provided by
Financial Security) 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) (or, in the case of the Class A-3 Certificates, without giving
effect to the guaranty provided by Financial Security) by either Rating
Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) (or, in the case of the Class
A-3 Certificates, without giving effect to the guaranty provided by
Financial Security) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) (or, in
the case of the Class A-3 Certificates, without giving effect to the
guaranty provided by Financial Security) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as would
not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) (or, in the case of the Class A-3 Certificates, without giving
effect to the guaranty provided by Financial Security) by either Rating
Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss
represented by the ratio of (a) the excess of the Aggregate Current Bankruptcy
Losses over the then-applicable Bankruptcy Loss Amount, divided by (b) the
Aggregate Current Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy
Loss occurring with respect to a Mortgage Loan on or after the Cross-Over Date
will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized in the month preceding the
month of such Distribution Date, (i) if the Aggregate Current Fraud Losses with
respect to such Distribution Date exceed the then-applicable Fraud Loss Amount,
then the portion of such Fraud Loss represented by the ratio of (a) the excess
of the Aggregate Current Fraud Losses over the then-applicable Fraud Loss
Amount, divided by (b) the Aggregate Current Fraud Losses, or (ii) if the
Aggregate Current Fraud Losses with respect to such Distribution Date are less
than or equal to the then-applicable Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under the Norwest Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-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 December 25, 2028 which corresponds to the "latest possible
maturity date" for purposes of Section 860G(a)(1) of the Internal Revenue Code
of 1986, as amended.
Financial Security: Financial Security Assurance Inc., a monoline
insurance company incorporated under the laws of the State of New York, or any
successor thereto.
Financial Security Contact Person: The officer designated by the
Master Servicer to provide information to Financial Security pursuant to Section
4.08(g). The initial Financial Security Contact Person is appointed in Section
11.27.
Financial Security Default: The existence and continuance of any of
the following:
(a) Financial Security fails to make a payment required under
a policy in accordance with its terms:
(b) Financial Security (A) files any petition or commences any
case or proceeding under any provision or similar federal or state
law relating to insolvency, bankruptcy, rehabilitation, liquidation
or reorganization, (B) makes a general assignment for the benefit of
its creditors, or (C) has an order for relief entered against it
under the United States Bankruptcy code or any similar federal or
state law relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization which is final and nonappealable; or
(c) a court of competent jurisdiction, the New York Department
of Insurance or other competent regulatory authority enters a final
and nonappealable order, judgment or decree (1) appointing a
custodian, trustee, agent or receiver for Financial Security or for
all or any material portion of its property or (2) authorizing the
taking of possession by a custodian, trustee, agent or receiver of
Financial Security (or the taking of possession of all or any
material portion of the property of Financial Security).
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.000%,
(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) 6.000%, (ii) the Servicing Fee Rate
and (iii) the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
Foreclosure Profits: As to any Distribution Date, the excess, if
any, of (i) Net Liquidation Proceeds in respect of each Mortgage Loan that
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date over (ii) the sum of the unpaid principal balance of each such Liquidated
Loan plus accrued and unpaid interest at the applicable Mortgage Interest Rate
on the unpaid principal balance thereof from the Due Date to which interest was
last paid by the Mortgagor (or, in the case of a Liquidated Loan that had been
an REO Mortgage Loan, from the Due Date to which interest was last deemed to
have been paid) to the first day of the month in which such Distribution Date
occurs.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in
the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $7,808,112.80 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.
Greenwich Capital: Greenwich Capital Markets, Inc., or its successor
in interest.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or person performing similar
functions.
Individual Class A-3 Certificate: A Class A-3 Certificate which
evidences $1,000 Original Principal Balance.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering
a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class A-4 and Class A-PO Certificates),
(a) the product of (i) 1/12th of the Class A Pass-Through Rate for such Class
and (ii) the Principal Balance of such Class as of the Determination Date
preceding such Distribution Date minus (b) the Class A Interest Percentage of
such Class of (i) any Non-Supported Interest Shortfall allocated to the Class A
Certificates and the Premium Payment with respect to such Distribution Date,
(ii) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class A Certificates and
the Premium Payment with respect to such Distribution Date pursuant to Section
4.02(e) and (iii) the interest portion of any Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
allocated to the Class A Certificates and the Premium Payment on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-4 and Class A-PO
Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of (x) any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class B Certificates with respect to such Distribution
Date pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trust Administrator
pursuant hereto respecting the related Mortgage Loan, including any unreimbursed
advances for real property taxes or for property restoration or preservation of
the related Mortgaged Property. Liquidation Expenses shall not include any
previously incurred expenses in respect of an REO Mortgage Loan which have been
netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) in connection with the liquidation of defaulted Mortgage
Loans or property acquired in respect thereof, whether through foreclosure, sale
or otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Living Holder: Beneficial Owner of the Class A-3 Certificates other
than a Deceased Holder.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
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.
Month End Interest: As defined in each Servicing Agreement or with
respect to the MLCC Servicing Agreement, the amount defined as "Compensating
Interest".
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage
Note and/or Mortgage riders required when the Mortgaged Property is a
condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trust Administrator on the Closing Date as part of the Trust Estate and
attached hereto as Exhibits F-1 and F-2, 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-2 Mortgage Loan, the name of the Servicer
with respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned
to the Trust Administrator on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Section 2.02 or 2.03, in each
case as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount, if
any, by which (i) Aggregate Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses with respect to such
Distribution Date.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the Servicing Fee Rate, as set forth in Section 11.25 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of
any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.000%.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or a
Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates and the Premium
Payment according to the percentage obtained by dividing the Class A Non-PO
Principal Balance by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance and (b) the Class B Certificates according to the
percentage obtained by dividing the Class B Principal Balance by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(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 initially by Norwest Mortgage.
Notice of Nonpayment: The notice to be delivered by the Trust
Administrator to Financial Security with respect to any Distribution Date as to
which there is a Class A-3 Distribution Deficiency, which shall be in the form
attached to the Policy.
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or the Trust Administrator, as the case may be.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee, or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or fifth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6 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 Original Class A Non-PO Principal Balance and the
Original Class B Principal Balance. The Original Class B-5 Fractional Interest
is specified in Section 11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.15.
Original Subordinated Percentage: The Subordinated Percentage as of
the Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the
Norwest Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust
Administrator (or the Custodian, if any) for each Mortgage Loan that contains
the documents specified in the Servicing Agreements under their respective
"Owner Mortgage Loan File" definition or similar definition and/or other
provisions requiring delivery of specified documents to the owner of the
Mortgage Loan in connection with the purchase thereof, and any additional
documents required to be added to the Owner Mortgage Loan File pursuant to this
Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust
Administrator, as agent for the Master Servicer, to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate of a
Class (other than a Class A-3 Certificate), the undivided percentage interest
obtained by dividing the original principal balance of such Certificate by the
Original Principal Balance of such Class of Class A Certificates. With respect
to a Class A-3 Certificate, the undivided percentage interest obtained by
dividing the current principal balance of such Certificate by the Principal
Balance of such Class. With respect to a Class B Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Policy: The irrevocable Financial Security Insurance Policy No.
50746-N, including any endorsements thereto, issued by Financial Security with
respect to the Class A-3 Certificates, in the form attached hereto as Exhibit N.
Policy Payments Account: The account maintained pursuant to Section
4.08(b).
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum
of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Holders of the Certificates on such
Distribution Date, which shall be the sum of (i) all previously undistributed
payments or other receipts on account of principal and interest on or in respect
of the Mortgage Loans (including, without limitation, the proceeds of any
repurchase of a Mortgage Loan by the Seller and any Substitution Principal
Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trust Administrator pursuant to Section 3.03 and
(iii) all other amounts required to be placed in the Certificate Account by the
Servicer on or before the applicable Remittance Date or by the Master Servicer
or the Trust Administrator on or prior to the Distribution Date, but excluding
the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trust Administrator has made
one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal
Receipt, and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following
the Due Date in the month in which such Distribution Date occurs and the
difference between the unpaid principal balance of such Mortgage Loan
substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs and the unpaid principal
balance of such defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes of the Class A
or Class B Certificates pursuant to Section 4.02 other than Recoveries
covered by the last sentence of Section 4.02(d).
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Premium Payment: As to any Distribution Date, (i) the product of (a)
1/12th of 0.060% and (b) the Class A Principal Balance of the Class A-3
Certificates as of the Determination Date immediately preceding such
Distribution Date minus (ii) the Premium Percentage of (x) any Non-Supported
Interest Shortfall allocated to the Class A Certificates and the Premium Payment
with respect to such Distribution Date, (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates and the Premium Payment with respect to
such Distribution Date pursuant to Section 4.02(e) and (z) the interest portion
of any Realized Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates and
the Premium Payment on or after the Cross-Over Date pursuant to Section 4.02(e).
The Premium Payment will be an expense of the REMIC.
Premium Percentage: As to any Distribution Date, the percentage
calculated by dividing the Premium Payment (determined without regard to clause
(ii) of the definition thereof) by the sum of (a) the Class A Interest Accrual
Amount (determined without regard to clause (ii) of the definition of each
Interest Accrual Amount) and (b) the Premium Payment (determined without regard
to clause (ii) of the definition of Premium Payment).
Premium Shortfall Amount: As to any Distribution Date, any amount by
which the Premium Payment with respect to such Distribution Date exceeds the
amount distributed to Financial Security on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
Premium Unpaid Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Premium Shortfall Amounts for prior
Distribution Dates is in excess of the amounts distributed to Financial Security
on prior Distribution Dates pursuant to Paragraph second of Section 4.01(a).
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 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.
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, the Trust Administrator,
Financial Security and the Master Servicer. References herein to the highest
short-term rating category of a Rating Agency shall mean D-1+ in the case of
DCR, A-1+ in the case of S&P and in the case of any other Rating Agency shall
mean its equivalent of such ratings. References herein to the highest long-term
rating categories of a Rating Agency shall mean AAA, and in the case of any
other Rating Agency shall mean its equivalent of such rating without any plus or
minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses) and
(ii) Bankruptcy Losses incurred in the month preceding the month of such
Distribution Date.
Record Date: The last Business Day of the month preceding the month
of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
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 assets of the
Trust Estate other than the Reserve Fund.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Reserve Fund: The non-interest bearing trust account established
with the Trustee and maintained by the Trust Administrator for the benefit of
the Class A-3 Certificateholders pursuant to Section 4.06. The Reserve Fund
shall be an Eligible Account.
Reserve Withdrawal: With respect to any Distribution Date, the
lesser of (a) the amount on deposit in the Reserve Fund and (b) the amount of
Non-Supported Interest Shortfalls allocated to the Class A-3 Certificates.
Responsible Officer: When used with respect to the Trustee or the
Trust Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rounding Account: The special account established with the Trust
Administrator and maintained by the Trust Administrator pursuant to Section
4.07(e). The Rounding Account shall be an Eligible Account.
Rounding Amount: With respect to any Distribution Date, the amount,
if any, required to be withdrawn from the Rounding Account pursuant to Section
4.07(e).
Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
S&P: Standard & Poor's, 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 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, Citicorp Mortgage, Inc., First
Union Mortgage Corp., The Huntington Mortgage Company, Great Financial Bank, and
Bank of America, National Trust & Savings Association, as Servicer under the
related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.25.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee, the Trust Administrator or the Servicer or any of
their agents or employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $3,904,056.40 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trust Administrator. On and after
the Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the percentage
which is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by
Norwest Mortgage or an affiliate thereof in connection with the "Title Option
Plus" program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Administrator: First Union National Bank, a national banking
association with its principal office located in Charlotte, North Carolina, or
any successor trust administrator appointed as herein provided.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trust Administrator, on behalf of
the Trustee, to receive the proceeds of all insurance policies and performance
bonds, if any, required to be maintained hereunder or under the related
Servicing Agreement, property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure, the Reserve Fund and the
rights of the Trust Administrator under the Policy. None of the Reserve Fund,
the Policy or the Policy Payments Account shall be part of the REMIC.
Trustee: United States Trust Company of New York, or any successor
trustee appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds and proceeds received from any
condemnation award or proceeds in lieu of condemnation other than that portion
of such proceeds released to the Mortgagor in accordance with the terms of the
Mortgage or Prudent Servicing Practices, but excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts. Except as set forth in the last sentence of
Section 4.02(d), a Recovery shall not be treated as an Unscheduled Principal
Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal to the ratio
obtained by dividing the Principal Balance of such Class by the sum of the Class
A Principal Balance and the Class B Principal Balance. Each Certificateholder of
a Class will have a Voting Interest equal to the product of the Voting Interest
to which such Class is collectively entitled and the Percentage Interest in such
Class represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class of Certificates
or specified Classes of Certificates, each Certificateholder of a Class will
have a Voting Interest in such Class equal to such Holder's Percentage Interest
in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
SECTION 1.02. ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and the Trust Administrator. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee and the Trust
Administrator, if made in the manner provided in this Section 1.02. The Trustee
shall promptly notify the Master Servicer in writing of the receipt of any such
instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee or the Trust
Administrator deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee, the Trust Administrator and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Trust Administrator, the Seller nor the Master Servicer shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
SECTION 1.03. EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04. BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates and Financial
Security any benefit or any legal or equitable right, power, remedy or claim
under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01. CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trust
Administrator, as initial Custodian, on or before the Closing Date, an Owner
Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust
Administrator or any prior assignment is in the process of being recorded on the
Closing Date, the Seller shall deliver a copy thereof, certified by Norwest
Mortgage or the applicable Norwest Mortgage Correspondent to be a true and
complete copy of the document sent for recording, and the Seller shall use its
best efforts to cause each such original recorded document or certified copy
thereof to be delivered to the Trust Administrator promptly following its
recordation, but in no event later than one (1) year following the Closing Date.
The Seller shall also cause to be delivered to the Trust Administrator any other
original mortgage loan document to be included in the Owner Mortgage Loan File
if a copy thereof has been delivered. The Seller shall pay from its own funds,
without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate by reason of the failure
of the Seller to cause to be delivered to the Trust Administrator within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trust Administrator the assignment of the Mortgage Loan
from the Seller to the Trust Administrator in a form suitable for recordation,
together with an Opinion of Counsel to the effect that recording is not required
to protect the Trustee's right, title and interest in and to the related
Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage
Loans as a financing, to perfect a first priority security interest in favor of
the Trustee in the related Mortgage Loan. In the event that the Master Servicer
receives notice that recording is required to protect the right, title and
interest of the Trustee in and to any such Mortgage Loan for which recordation
of an assignment has not previously been required, the Master Servicer shall
promptly notify the Trust Administrator and the Trust Administrator shall within
five Business Days (or such other reasonable period of time mutually agreed upon
by the Master Servicer and the Trust Administrator) of its receipt of such
notice deliver each previously unrecorded assignment to the related Servicer for
recordation.
SECTION 2.02. ACCEPTANCE BY TRUST ADMINISTRATOR.
The Trust Administrator, on behalf of the Trustee, acknowledges
receipt of the Mortgage Notes, the Mortgages, the assignments and other
documents required to be delivered on the Closing Date pursuant to Section 2.01
above and declares that it holds and will hold such documents and the other
documents constituting a part of the Owner Mortgage Loan Files delivered to it
in trust, upon the trusts herein set forth, for the use and benefit of all
present and future Certificateholders. The Trust Administrator agrees, for the
benefit of Certificateholders, to review each Owner Mortgage Loan File within 45
days after execution of this Agreement in order to ascertain that all required
documents set forth in Section 2.01 have been executed and received and appear
regular on their face, and that such documents relate to the Mortgage Loans
identified in the Mortgage Loan Schedule, and in so doing the Trust
Administrator may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trust Administrator finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Trust Administrator
shall promptly (and in no event more than 30 days after the discovery of such
defect) notify the Seller, which shall have a period of 60 days after the date
of such notice within which to correct or cure any such defect. The Seller
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Seller will, not later than 60 days after the Trust Administrator's
notice to it referred to above respecting such defect, either (i) repurchase the
related Mortgage Loan or any property acquired in respect thereof from the Trust
Estate at a price equal to (a) 100% of the unpaid principal balance of such
Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any
Fixed Retained Yield, through the last day of the month in which such repurchase
takes place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for any Mortgage Loan to which
such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan")
having such characteristics so that the representations and warranties of the
Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would
not have been incorrect had such Substitute Mortgage Loan originally been a
Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid
principal balance, as of the date of substitution, greater than the Scheduled
Principal Balance (reduced by the scheduled payment of principal due on the Due
Date in the month of substitution) of the Mortgage Loan for which it is
substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trust Administrator and the Substitution Principal Amount, together with
(i) interest on such Substitution Principal Amount at the applicable Net
Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is
being substituted for and (ii) an amount equal to the aggregate amount of
unreimbursed Periodic Advances in respect of interest previously made by the
Servicer, the Master Servicer or the Trust Administrator with respect to such
Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trust
Administrator of written notification of any such deposit signed by an officer
of the Seller, or the new Owner Mortgage Loan File, as the case may be, the
Trust Administrator shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders, the Trust Administrator on behalf of the Trustee and the
Trustee on behalf of the Certificateholders. The failure of the Trust
Administrator to give any notice contemplated herein within forty-five (45) days
after the execution of this Agreement shall not affect or relieve the Seller's
obligation to repurchase any Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution and
delivery hereof or at any time thereafter, enter into a Custodial Agreement
substantially in the form of Exhibit E hereto pursuant to which the Trust
Administrator appoints a Custodian to hold the Mortgage Notes, the Mortgages,
the assignments and other documents related to the Mortgage Loans received by
the Trust Administrator, as agent for the Trustee in trust for the benefit of
all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03. REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER AND
THE SELLER.
(a) The Master Servicer hereby represents and warrants to the
Trustee and the Trust Administrator for the benefit of Certificateholders that,
as of the date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the
Trust Administrator for the benefit of Certificateholders that, as of the date
of execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trust Administrator
or to the Custodian with, any Mortgage establishes in the Seller a valid
and subsisting first lien on the property described therein and the Seller
has full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trust Administrator or
the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and Mortgage
Loans secured by residential long-term leases, the Mortgaged Property
consists of a fee simple estate in real property; all of the improvements
which are included for the purpose of determining the appraised value of
the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property and no improvements on adjoining
properties encroach upon the Mortgaged Property (unless insured against
under the related title insurance policy); and to the best of the Seller's
knowledge, the Mortgaged Property and all improvements thereon comply with
all requirements of any applicable zoning and subdivision laws and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than
one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law); and, to the best of the Seller's knowledge, all parties
to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has
been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law with
respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except (A) any Mortgage Loan identified on
the Mortgage Loan Schedule as a T.O.P. Mortgage Loan and (B) any Mortgage
Loan secured by a Mortgaged Property located in any jurisdiction, as to
which an opinion of counsel of the type customarily rendered in such
jurisdiction in lieu of title insurance is instead received) is covered by
an American Land Title Association mortgagee title insurance policy or
other generally acceptable form of policy or insurance acceptable to FNMA
or FHLMC, issued by a title insurer acceptable to FNMA or FHLMC insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trust Administrator, on behalf of the
Trustee, of the Seller's interest in such mortgagee title insurance policy
does not require any consent of or notification to the insurer which has
not been obtained or made, such mortgagee title insurance policy is in
full force and effect and will be in full force and effect and inure to
the benefit of the Trust Administrator, on behalf of the Trustee, no
claims have been made under such mortgagee title insurance policy, and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such
mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured by
an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if
the Mortgaged Property is a condominium unit, it is included under the
coverage afforded by a blanket policy for the project; if upon origination
of the Mortgage Loan, the improvements on the Mortgaged Property were in
an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting in
complete amortization of the Mortgage Loan over a term of not more than
360 months;
(xx) Each Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for
the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a debtor
in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trust Administrator in place of the related Mortgage
Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with FNMA or FHLMC standards for
inter vivos trusts and (ii) holding title to the Mortgaged Property in
such trust will not diminish any rights as a creditor including the right
to full title to the Mortgaged Property in the event foreclosure
proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee, notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trust Administrator, the Trustee or the Custodian that any of the
representations and warranties made in subsection (b) above is not accurate
(referred to herein as a "breach") and that such breach materially and adversely
affects the interests of the Certificateholders in the related Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). Within
60 days of the earlier of its discovery or its receipt of notice of any such
breach, the Seller shall cure such breach in all material respects or shall
either (i) repurchase the Mortgage Loan or any property acquired in respect
thereof from the Trust Estate at a price equal to (A) 100% of the unpaid
principal balance of such Mortgage Loan plus (B) accrued interest at the Net
Mortgage Interest Rate for such Mortgage Loan through the last day of the month
in which such repurchase took place or (ii) if within two years of the Startup
Day, or such other period permitted by the REMIC Provisions, substitute for such
Mortgage Loan in the manner described in Section 2.02. The purchase price of any
repurchase described in this paragraph and the Substitution Principal Amount, if
any, plus accrued interest thereon and the other amounts referred to in Section
2.02, shall be deposited in the Certificate Account. It is understood and agreed
that the obligation of the Seller to repurchase or substitute for any Mortgage
Loan or property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee, or the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
SECTION 2.04. EXECUTION AND DELIVERY OF CERTIFICATES.
The Trust Administrator acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Owner Mortgage Loan Files to it, and,
concurrently with such delivery, has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans together with all other assets
included in the definition of "Trust Estate", receipt of which is hereby
acknowledged, Certificates in authorized denominations which evidence ownership
of the entire Trust Estate.
SECTION 2.05. DESIGNATION OF CERTIFICATES; DESIGNATION OF STARTUP DAY AND
LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-R Certificate) and the Classes of Class B Certificates
as classes of "regular interests" and the Class A-R Certificate as the single
class of "residual interest" in the REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the REMIC is
December 25, 2028 for purposes of Code Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01. CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements and shall, in addition, deposit into
the Certificate Account the following amounts, in the case of amounts specified
in clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trust Administrator, if any and any amounts deemed
received by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
applicable, any Substitution Principal Amount and any amounts received in
respect of the interest portion of unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
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.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator or any
Servicer for Periodic Advances made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such
right to reimbursement pursuant to this subclause (i) being limited to
amounts received on or in respect of particular Mortgage Loans (including,
for this purpose, Liquidation Proceeds, REO Proceeds and proceeds from the
purchase, sale, repurchase or substitution of Mortgage Loans pursuant to
Sections 2.02, 2.03, 3.08 or 9.01) respecting which any such Periodic
Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by
it (including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Liquidation
Proceeds allocable to interest the amount of any unpaid Master Servicing
Fee or Servicing Fee (as adjusted pursuant to the related Servicing
Agreement) and any unpaid assumption fees, late payment charges or other
Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with
respect to a particular Mortgage Loan, the Fixed Retained Yield, if any,
with respect to such Mortgage Loan; provided, however, that with respect
to any payment of interest received by the Master Servicer in respect of a
Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
Proceeds, Insurance Proceeds or otherwise) which is less than the full
amount of interest then due with respect to such Mortgage Loan, only that
portion of such payment of interest that bears the same relationship to
the total amount of such payment of interest as the Fixed Retained Yield
Rate, if any, in respect of such Mortgage Loan bears to the Mortgage
Interest Rate shall be allocated to the Fixed Retained Yield with respect
thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
SECTION 3.03. ADVANCES BY MASTER SERVICER AND TRUST ADMINISTRATOR.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event Norwest
Mortgage fails to make any required Periodic Advances of principal and interest
on a Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as the
case may be, (ii) the amount actually advanced by Norwest Mortgage or such Other
Servicer, (iii) the amount that the Trust Administrator or Master Servicer is
required to advance hereunder, including any amount the Master Servicer is
required to advance pursuant to the second sentence of this Section 3.03(a), and
(iv) whether the Master Servicer has determined that it reasonably believes that
such Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trust
Administrator or Master Servicer shall be deposited in the Certificate Account
on the related Distribution Date. Notwithstanding the foregoing, neither the
Master Servicer nor the Trust Administrator will be obligated to make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance. The Trust
Administrator may conclusively rely for any determination to be made by it
hereunder upon the determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the Trust
Administrator that such failure has occurred. Upon receipt of such
certification, the Trust Administrator shall advance such funds and take such
steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be
entitled to be reimbursed from the Certificate Account for any Periodic Advance
made by it under Section 3.03(a) to the extent described in Section 3.02(a)(i)
and (a)(ii). The Master Servicer and the Trust Administrator shall be entitled
to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant
to Section 3.03(b). The Master Servicer shall diligently pursue restoration of
such amount to the Certificate Account from the related Servicer. The Master
Servicer shall, to the extent it has not already done so, upon the request of
the Trust Administrator, withdraw from the Certificate Account and remit to the
Trust Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trust Administrator shall be required to pay or advance
any amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
SECTION 3.04. TRUST ADMINISTRATOR TO COOPERATE; RELEASE OF OWNER MORTGAGE
LOAN FILES.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trust Administrator and the Trust Administrator shall, within
five Business Days, release the related Owner Mortgage Loan File to the Master
Servicer or such Servicer, as requested by the Master Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return each and every document previously requested from the Owner
Mortgage Loan File to the Trust Administrator by the twenty-first day following
the release thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of
a Mortgage Loan, the Trust Administrator shall execute and deliver to the Master
Servicer or such Servicer, as directed by the Master Servicer, court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trust Administrator and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trust Administrator will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure proceeding or trustee's sale.
SECTION 3.05. REPORTS TO THE TRUSTEE AND TRUST ADMINISTRATOR; ANNUAL
COMPLIANCE STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current FNMA monthly accounting report
for its Guaranteed Mortgage Pass-Through Program with appropriate additions and
changes, and shall also include information as to the aggregate unpaid principal
balance of all of the Mortgage Loans as of the close of business as of the last
day of the calendar month immediately preceding such Distribution Date. Copies
of such statement shall be provided by the Trust Administrator to any
Certificateholder upon written request, provided such statement is delivered, or
caused to be delivered, by the Master Servicer to the Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
SECTION 3.06. TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
SECTION 3.07. AMENDMENTS TO SERVICING AGREEMENTS, MODIFICATION OF
STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee and the
Trust Administrator pursuant to Section 3.07(b), the Master Servicer from time
to time may, to the extent permitted by the applicable Servicing Agreement, make
such modifications and amendments to such Servicing Agreement as the Master
Servicer deems necessary or appropriate to confirm or carry out more fully the
intent and purpose of such Servicing Agreement and the duties, responsibilities
and obligations to be performed by the Servicer thereunder. Such modifications
may only be made if they are consistent with the REMIC Provisions, as evidenced
by an Opinion of Counsel. Prior to the issuance of any modification or
amendment, the Master Servicer shall deliver to the Trustee and the Trust
Administrator such Opinion of Counsel and an Officer's Certificate setting forth
(i) the provision that is to be modified or amended, (ii) the modification or
amendment that the Master Servicer desires to issue and (iii) the reason or
reasons for such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any
amendment or supplement to a Servicing Agreement proposed by the Master Servicer
pursuant to Section 3.07(a), which consent and amendment shall not require the
consent of any Certificateholder if it is (i) for the purpose of curing any
mistake or ambiguity or to further effect or protect the rights of the
Certificateholders or (ii) for any other purpose, provided such amendment or
supplement for such other purpose cannot reasonably be expected to adversely
affect Certificateholders. The lack of reasonable expectation of an adverse
effect on Certificateholders may be established through the delivery to the
Trustee and the Trust Administrator of (i) an Opinion of Counsel to such effect
or (ii) written notification from each Rating Agency to the effect that such
amendment or supplement will not result in reduction of the current rating
assigned by that Rating Agency to the Certificates. Notwithstanding the two
immediately preceding sentences, either the Trustee or the Trust Administrator
may, in its discretion, decline to enter into or consent to any such supplement
or amendment if its own rights, duties or immunities shall be adversely
affected.
(c)(i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee, or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into
an amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08. OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations that are to
be observed or performed by the Servicer under its respective Servicing
Agreement. In performing its obligations hereunder, the Master Servicer shall
act in a manner consistent with Accepted Master Servicing Practices and with the
Trustee's and the Trust Administrator's and the Certificateholders' reliance on
the Master Servicer, and in a manner consistent with the terms and provisions of
any insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Trust Administrator or the Master
Servicer, such modification shall be construed as a substitution of the modified
Mortgage Loan for the Mortgage Loan originally deposited in the Trust Estate if
it would be a "significant modification" within the meaning of Section
1.860G-2(b) of the regulations of the U.S. Department of the Treasury. No
modification shall be approved unless (i) the modified Mortgage Loan would
qualify as a Substitute Mortgage Loan under Section 2.02 and (ii) with respect
to any modification that occurs more than three months after the Closing Date
and is not the result of a default or a reasonably foreseeable default under the
Mortgage Loan, there is delivered to the Trust Administrator an Opinion of
Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the
effect that such modification would not be treated as giving rise to a new debt
instrument for federal income tax purposes as described in the preceding
sentence.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled to repurchase at its option any
defaulted Mortgage Loan or any Mortgage Loan as to which default is reasonably
foreseeable from the Trust Estate if, in the Seller's judgment, the default is
not likely to be cured by the Mortgagor. The purchase price for any such
Mortgage Loan shall be 100% of the unpaid principal balance of such Mortgage
Loan plus accrued interest thereon at the Mortgage Interest Rate for such
Mortgage Loan, through the last day of the month in which such repurchase
occurs. Upon the receipt of such purchase price, the Master Servicer shall
provide to the Trust Administrator the certification required by Section 3.04
and the Trust Administrator and the Custodian, if any, shall promptly release to
the Seller the Owner Mortgage Loan File relating to the Mortgage Loan being
repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall,
pursuant to the Servicing Agreements, object to the foreclosure upon, or other
related conversion of the ownership of, any Mortgaged Property by the related
Servicer if (i) the Master Servicer believes such Mortgaged Property may be
contaminated with or affected by hazardous wastes 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) (without, in
the case of the Class A-3 Certificates, giving effect to the guaranty provided
by Financial Security) as a result of such agreement. Any such agreement may
contain provisions whereby such holder may instruct the Master Servicer to
instruct a Servicer to the extent provided in the applicable Servicing Agreement
to commence or delay foreclosure proceedings with respect to delinquent Mortgage
Loans and will contain provisions for the deposit of cash by the holder that
would be available for distribution to Certificateholders if Liquidation
Proceeds are less than they otherwise may have been had the Servicer acted in
accordance with its normal procedures.
SECTION 3.09. TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trust Administrator is obligated to make an advance pursuant to Section 3.03
and (ii) the Trust Administrator provides Norwest Mortgage written notice of the
failure to make such advance and such failure shall continue unremedied for a
period of 15 days after receipt of such notice, the Trust Administrator shall
recommend to the Trustee the termination of the Norwest Servicing Agreement
without the recommendation of the Master Servicer and upon such recommendation,
the Trustee shall terminate the Norwest Servicing Agreement. The Master Servicer
shall indemnify the Trustee and the Trust Administrator and hold each harmless
from and against any and all claims, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) arising out of, or assessed
against the Trustee or the Trust Administrator in connection with termination of
such Servicing Agreement at the direction of the Master Servicer. In addition,
the Master Servicer shall indemnify the Trustee and hold it harmless from and
against any and all claims, liabilities, costs and expenses (including, without
limitation, reasonable attorney's fees) arising out of, or assessed against the
Trustee in connection with the termination of the Norwest Servicing Agreement as
provided in the second preceding sentence. If the Trustee terminates such
Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement
with the Master Servicer or, at the Master Servicer's nomination, with another
mortgage loan service company acceptable to the Trustee, the Trust
Administrator, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10. APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11. 1934 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class A-PO Certificates) and the Class B-1, Class B-2 and Class
B-3 Certificates pursuant to the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01. DISTRIBUTIONS.
(a) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates and to Financial
Security, pro rata, based upon their respective Interest Accrual Amounts and the
Premium Payment, respectively, in an aggregate amount up to the sum of the Class
A Interest Accrual Amount and the Premium Payment with respect to such
Distribution Date;
second, to the Classes of Class A Certificates and to Financial
Security, pro rata, based upon their respective Class A Unpaid Interest
Shortfalls and Premium Unpaid Shortfall, respectively, in an aggregate amount up
to the sum of the Aggregate Class A Unpaid Interest Shortfall and Premium Unpaid
Shortfall;
third, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based on
their respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (A) to the Classes of Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such Classes
in accordance with Section 4.01(b) or Section 4.01(c), as applicable, and (B) to
the Class A-PO Certificates in an amount up to the Class A-PO Optimal Principal
Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard to
this Paragraph fourth) first to the Class B-6 Certificates pursuant to Paragraph
twenty-second, below, second to the Class B-5 Certificates pursuant to Paragraph
nineteenth, below, third to the Class B-4 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-3 Certificates pursuant to Paragraph
thirteenth, below, fifth to the Class B-2 Certificates pursuant to Paragraph
tenth below, and sixth to the Class B-1 Certificates pursuant to Paragraph
seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such Distribution
Date;
sixth, to the Class B-1 Certificates in an amount up to the Class
B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-1 Certificates pursuant to this Paragraph seventh will be reduced
by the amount, if any, that would have been distributable to the Class B-1
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-2 Certificates pursuant to this Paragraph tenth will be reduced
by the amount, if any, that would have been distributable to the Class B-2
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to such
Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the Class
B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to such
Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph sixteenth
will be reduced by the amount, if any, that would have been distributable to the
Class B-4 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to such
Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate.
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;
second, on each Distribution Date on and after the Distribution Date
in December 2001, concurrently, to the Class A-3 and Class A-4 Certificates, pro
rata, an amount up to $35,533.33, until the Principal Balance of each such Class
has been reduced to zero;
third, concurrently, to the Class A-1, Class A-5 and Class A-6
Certificates, pro rata, until the Principal Balance of each such Class has been
reduced to zero;
fourth, to the Class A-2 Certificates, until the Principal Balance
thereof has been reduced to zero;
fifth, concurrently, to the Class A-3 and Class A-4 Certificates,
pro rata, until the Principal Balance of each such Class 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 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 (other than the Class A-3 Certificates) and the Class B
Distribution Amount with respect to each such Class of Class B Certificates and,
in the case of the Class A-3 Certificates, as provided in Section 4.07.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-R Certificate) or the Principal Balance of any Class of
Class B Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the Trust Administrator. The Trust Administrator will
then send a notice to each Certificateholder of such Class with a copy to the
Certificate Registrar, specifying that the final distribution with respect to
such Class will be made on such Distribution Date only upon the presentation and
surrender of such Certificateholder's Certificates at the office or agency of
the Trust Administrator therein specified; provided, however, that the failure
to give such notice will not entitle a Certificateholder to any interest beyond
the interest payable with respect to such Distribution Date in accordance with
Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation, partnership (except to the extent provided in applicable
Treasury regulations) or other entity created or organized in or under the laws
of the United States or any political subdivision thereof, an estate that is
subject to United States federal income tax regardless of the source of its
income or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).
SECTION 4.02. ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6 Principal
Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal
Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal
Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal
Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and Class A-PO Certificates, pro rata, based on
the Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date among the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Classes of Class A Certificates or any Classes of Class B
Certificates, each outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect to the Class A-PO
Certificates, based on the PO Fraction of such Mortgage Loan and, with respect
to the Class A Certificates (other than the Class A-PO Certificates) and Class B
Certificates, based on their pro rata share of the Non-PO Fraction of such
Mortgage Loan) of such Recovery up to the amount of such Realized Loss
previously allocated to such Class on the Distribution Date in the month
following the month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero, such Class shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such Recovery allocated to each outstanding
Class in accordance with the preceding provisions, each outstanding Class shall
be entitled to its pro rata share (determined as described above) of such excess
up to the amount of any unrecovered Realized Loss previously allocated to such
Class. Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery occurs within two years of the realization of such
loss and (i) is the result of an event that would have given rise to the
repurchase of the related Mortgage Loan by the Seller pursuant to Section 2.02
or 2.03, or (ii) represents in whole or part funds which the applicable Servicer
had received in respect of a Liquidated Loan but failed to remit to the
Certificate Account on or prior to the Business Day preceding the Distribution
Date following the Applicable Unscheduled Principal Receipt Period in which the
Mortgage Loan became a Liquidated Loan, such Recovery may, at the sole
discretion of the Master Servicer, be treated as a repurchase or an Unscheduled
Principal Receipt with respect to such Mortgage Loan, as the case may be, the
Realized Loss previously recognized may be reversed and treated for all
subsequent purposes as if it had never occurred and the Master Servicer may make
such adjustments to interest or principal distributions on the Certificates and
to the principal balances of the Certificates as the Master Servicer in its good
faith judgment and sole discretion deems necessary or desirable to effectuate
the reversal of the Realized Loss and the treatment of such amount as a
repurchase or as an Unscheduled Principal Receipt, as the case may be; provided
that such actions do not result in the aggregate distributions made in respect
of each Class of Certificates whose principal balances were previously reduced
as a result of such Realized Loss being less than such Class would have received
if such Recovery had been deposited in the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i) the
Class A Certificates and the Premium Payment and (ii) the Class B Certificates,
pro rata based on the Class A Interest Accrual Amount and the Premium Payment
and the Class B Interest Accrual Amount for the related Distribution Date,
without regard to any reduction pursuant to this sentence. Any such loss
allocated to the Class A Certificates and the Premium Payment shall be allocated
among the outstanding Classes of Class A Certificates and the Premium Payment
based on their Class A Interest Percentages and the Premium Percentage, as the
case may be. Any such loss allocated to the Class B Certificates will be
allocated among the outstanding Classes of Class B Certificates based on their
Class B Interest Percentages. In addition, after the Class B Principal Balance
has been reduced to zero, the interest portion of Realized Losses (other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
will be allocated among the outstanding Classes of Class A Certificates and the
Premium Payment based on their Class A Interest Percentages and the Premium
Percentage, as the case may be.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated on the Determination Date in the second month following the
month in which such loss was incurred with respect to the preceding Distribution
Date.
SECTION 4.03. PAYING AGENT.
(a) The Master Servicer hereby appoints the Trust Administrator as
initial Paying Agent to make distributions to Certificateholders and to forward
to Certificateholders the periodic statements and the annual statements required
by Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trust Administrator to execute and deliver to the Trust Administrator an
instrument in which such Paying Agent agrees with the Trust Administrator that
such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trust Administrator, in which case such Eligible Investments
shall mature not later than the Distribution Date), and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Payment Account by
the Master Servicer out of its own funds immediately as realized. The Paying
Agent may withdraw from the Payment Account any amount deposited in the Payment
Account that was not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
SECTION 4.04. STATEMENTS TO CERTIFICATEHOLDERS; REPORT TO THE TRUST
ADMINISTRATOR, FINANCIAL SECURITY 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, the Seller and Financial
Security a statement setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Class A Interest Distribution Amount allocated to each Class of Class A
Certificates, (c) any Class A Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing Agreements
or this Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any,
allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO Portion),
the Pool Scheduled Principal Balance of the Mortgage Loans for such
Distribution Date and the aggregate Scheduled Principal Balance of the
Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage Loans
serviced by Norwest Mortgage and, collectively, by the Other Servicers as
of such Distribution Date;
(x) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses allocated
as of such Distribution Date and the amount of such Realized Losses
constituting Excess Special Hazard Losses, Excess Fraud Losses or Excess
Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of Class
B Certificates has been reduced as a result of Realized Losses allocated
as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to which
the Servicer of such Mortgage Loan has determined not to foreclose because
it believes the related Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master Servicing
Fees paid (and not previously reported) with respect to the related
Distribution Date and the amount by which the aggregate Available Master
Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount, if any;
(xxiv) in the case of the Class A-3 Certificates, (a) the Class A-3
Distribution Deficiency, if any, for such Distribution Date, (b) amounts,
if any in respect of the Class A-3 Distribution Deficiency paid under the
Policy and (c) the amounts attributable to the Class A-3 Certificates;
(xxv) in the case of the Class A-3 Certificates, the amount remaining
in the Reserve Fund after taking into account the Reserve Withdrawal for
such Distribution Date; and
(xxvi) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trust Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Distribution Amount with respect to
each Class of Class A Certificates and the Class B Distribution Amount with
respect to each Class of Class B Certificates. Upon receipt of any such
statement, the Trust Administrator shall promptly forward a copy of such
statement to Financial Security. The determination by the Master Servicer of
such amounts shall, in the absence of obvious error, be presumptively deemed to
be correct for all purposes hereunder and the Trust Administrator and the Paying
Agent shall be protected in relying upon the same without any independent check
or verification.
In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
SECTION 4.05. REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trust Administrator acquires an interest in a Mortgaged Property through
foreclosure or other comparable conversion in full or partial satisfaction of a
Mortgage Loan serviced by such Servicer, or (ii) knows or has reason to know
that a Mortgaged Property has been abandoned. Reports from the Servicers shall
be in form and substance sufficient to meet the reporting requirements imposed
by Code Section 6050J. In addition, each Servicer shall provide the Master
Servicer with sufficient information to allow the Master Servicer to, for each
year ending after the Cut-Off Date, provide, or cause to be provided, to the
Internal Revenue Service and the Mortgagors such information as is required
under Code Sections 6050H (regarding payment of interest) and 6050P (regarding
cancellation of indebtedness).
SECTION 4.06. RESERVE FUND.
(a) The Reserve Fund shall be established on the Closing Date and
maintained by the Trust Administrator in accordance with this Section 4.06. At
the time the Reserve Fund is established, the Seller shall cause to be deposited
into the Reserve Fund the amount of $2000.00.
With respect to each Distribution Date, the Reserve Withdrawal shall
be withdrawn by the Trust Administrator from the amount on deposit in the
Reserve Fund in accordance with this Section 4.06 and distributed on such
Distribution Date to the Holders of the Class A-3 Certificates, pro rata, based
on Percentage Interest.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which the Class A Principal Balance of the Class A-3 Certificates has
been reduced to zero, any funds then on deposit in the Reserve Fund shall be
distributed to Greenwich Capital at the address provided by it to the Trust
Administrator.
(b) The Reserve Fund will be an "outside reserve fund" under the
REMIC Provisions that is beneficially owned for federal income tax purposes by
Greenwich Capital, which shall report all income, gain, deduction or loss with
respect thereto, and will not be an asset of the REMIC.
SECTION 4.07. DISTRIBUTIONS IN REDUCTION OF THE CLASS A-3 CERTIFICATES.
Distributions in reduction of the Class A Principal Balance of the
Class A-3 Certificates will be made in integral multiples of $1,000 at the
request of the appropriate representatives of Deceased Holders of such Class and
at the request of Living Holders of such Class or by mandatory distributions by
random lot, pursuant to clauses (a) and (d) below, or on a pro rata basis
pursuant to clause (f) below.
(a) On each Distribution Date on which distributions in reduction of
the Class A Principal Balance of the Class A-3 Certificates are made, such
distributions will be made with respect to such Class in the following priority:
(i) any request by the personal representatives of a Deceased Holder
or by a surviving tenant by the entirety, by a surviving joint tenant or by
a surviving tenant in common, but not exceeding an aggregate principal
balance for such Class of $100,000 per request; and
(ii) any request by a Living Holder, but not exceeding an aggregate
principal balance for such Class of $10,000 per request.
Thereafter, distributions will be made, with respect to such Class,
as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000,
respectively. This sequence of priorities will be repeated for each request for
principal distributions for such Class made by the Beneficial Owners of the
Class A-3 Certificates until all such requests have been honored.
For each such sequence of priorities described above, requests for
distributions in reduction of the principal balances of Class A-3 Certificates
presented on behalf of Deceased Holders in accordance with the provisions of
clause (i) above will be accepted in order of their receipt by the Clearing
Agency and requests for distributions in reduction of the principal balance of
Class A-3 Certificates presented by Living Holders in accordance with the
provisions of clause (ii) above will be accepted in the order of their receipt
by the Clearing Agency after all requests with respect to such Class presented
in accordance with clause (i) have been honored. All requests for distributions
in reduction of the principal balances of the Class A-3 Certificates will be
accepted in accordance with the provisions set forth in Section 4.07(c). All
requests for distributions in reduction of the principal balance of Class A-3
Certificates with respect to any Distribution Date must be received by the
Clearing Agency and forwarded to, and received by, the Trust Administrator no
later than the close of business on the related Record Date. Requests for
distributions which are received by the Clearing Agency and forwarded to, and
received by, the Trust Administrator after the related Record Date and requests,
in either case, for distributions not accepted with respect to any Distribution
Date, will be treated as requests for distributions in reduction of the
principal balance of Class A-3 Certificates on the next succeeding Distribution
Date, and each succeeding Distribution Date thereafter, until each such request
is accepted or is withdrawn as provided in Section 4.07(c). Such requests as are
not so withdrawn shall retain their order of priority without the need for any
further action on the part of the appropriate Beneficial Owner of the related
Class A-3 Certificate, all in accordance with the procedures of the Clearing
Agency and the Trust Administrator. Upon the transfer of beneficial ownership of
any Class A-3 Certificate, any distribution request previously submitted with
respect to such Certificate will be deemed to have been withdrawn only upon the
receipt by the Trust Administrator of notification of such withdrawal in the
manner required by the Clearing Agency under its APUT System.
Distributions in reduction of the principal balances of the Class
A-3 Certificates will be applied, in the aggregate with respect to such Class,
in an amount equal to the Class A Non-PO Principal Distribution Amount allocable
to such Class pursuant to Section 4.01(b) plus any amounts distributable to the
Class A-3 Certificates as a payment under the Policy of a Class A-3 Principal
Loss Amount of the type described in clause (i) of the definition thereof, minus
amounts to repay any funds withdrawn from the Rounding Account for the prior
Distribution Date, plus any amounts available for distribution from the Rounding
Account for such Class established as provided in Section 4.07(e), provided that
the aggregate distribution in reduction of the Class A Principal Balance of such
Class on any Distribution Date is made in an integral multiple of $1,000.
To the extent that the portion of the Class A Non-PO Principal
Distribution Amount allocable to distributions in reduction of the Class A
Principal Balance of the Class A-3 Certificates on any Distribution Date plus
any amounts distributable to the Class A-3 Certificates as a payment under the
Policy of a Class A-3 Principal Loss Amount of the type described in clause (i)
of the definition hereof (minus amounts to repay any funds withdrawn from the
Rounding Account on the prior Distribution Date and plus any amounts required to
be distributed from the Rounding Account pursuant to Section 4.07(e)) exceeds
the aggregate principal balances of Class A-3 Certificates with respect to which
distribution requests, as set forth above, have been received distributions in
reduction of the Class A Principal Balance of the Class A-3 Certificates will be
made by mandatory distribution pursuant to Section 4.07(d).
(b) A Class A-3 Certificate shall be deemed to be held by a Deceased
Holder for purposes of this Section 4.07 if the death of the Beneficial Owner
thereof is deemed to have occurred. Class A-3 Certificates beneficially owned by
tenants by the entirety, joint tenants or tenants in common will be considered
to be beneficially owned by a single owner. The death of a tenant by the
entirety, joint tenant or tenant in common will be deemed to be the death of the
Beneficial Owner, and the Class A-3 Certificates so beneficially owned will be
eligible for priority with respect to distributions in reduction of the
principal balance of such Class thereof, subject to the limitations stated
above. Class A-3 Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Beneficial Owners of a number of
Individual Class A-3 Certificates greater than the number of Individual Class
A-3 Certificates of which such trust is the owner. The death of a beneficiary of
a trust will be deemed to be the death of a Beneficial Owner of the Class A-3
Certificates owned by the trust to the extent of such beneficiary's beneficial
interest in such trust. The death of an individual who was a tenant by the
entirety, joint tenant or tenant in common in a tenancy which is the beneficiary
of a trust will be deemed to be the death of the beneficiary of such trust. The
death of a person who, during his or her lifetime, was entitled to substantially
all of the beneficial ownership interests in Individual Class A-3 Certificates
will be deemed to be the death of the Beneficial Owner of such Class A-3
Certificates regardless of the registration of ownership, if such beneficial
interest can be established to the satisfaction of the Trust Administrator. Such
beneficial interest will be deemed to exist in typical cases of street name or
nominee ownership, ownership by a Trust Administrator, ownership under the
Uniform Gifts to Minors Act and community property or other joint ownership
arrangements between a husband and wife. Beneficial interests shall include the
power to sell, transfer or otherwise dispose of a Class A-3 Certificate and the
right to receive the proceeds therefrom, as well as interest and distributions
in reduction of the principal balances of the Class A-3 Certificates payable
with respect thereto. The Trust Administrator shall not be under any duty to
determine independently the occurrence of the death of any deceased Beneficial
Owner. The Trust Administrator may rely entirely upon documentation delivered to
it pursuant to Section 4.07(c) in establishing the eligibility of any Beneficial
Owner to receive the priority accorded Deceased Holders in Section 4.07(a).
(c) Requests for distributions in reduction of the principal balance
of Class A-3 Certificates must be made by delivering a written request therefor
to the Clearing Agency Participant or Clearing Agency Indirect Participant that
maintains the account evidencing such Beneficial Owner's interest in Class A-3
Certificates. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Trust Administrator under separate cover. The Clearing Agency Participant
should in turn make the request of the Clearing Agency (or, in the case of a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant of such request, which
Clearing Agency Participant should make the request of the Clearing Agency) in
the manner required under the rules and regulations of the Clearing Agency's
APUT System and provided to the Clearing Agency Participant. Upon receipt of
such request, the Clearing Agency will date and time stamp such request and
forward such request to the Trust Administrator. The Clearing Agency may
establish such procedures as it deems fair and equitable to establish the order
of receipt of requests for such distributions received by it on the same day.
Neither the Master Servicer nor the Trust Administrator shall be liable for any
delay in delivery of requests for distributions or withdrawals of such requests
by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency
Indirect Participant.
The Trust Administrator shall maintain a list of those Clearing
Agency Participants representing the appropriate Beneficial Owners of Class A-3
Certificates that have submitted requests for distributions in reduction of the
principal balance of Certificates of such Class, together with the order of
receipt and the amounts of such requests. The Clearing Agency will honor
requests for distributions in the order of their receipt (subject to the
priorities described in Section 4.07(a) above). The Trust Administrator shall
notify the Clearing Agency and the appropriate Clearing Agency Participants as
to which requests should be honored on each Distribution Date. Requests shall be
honored by the Clearing Agency in accordance with the procedures, and subject to
the priorities and limitations, described in this Section 4.07. The exact
procedures to be followed by the Trust Administrator and the Clearing Agency for
purposes of determining such priorities and limitations will be those
established from time to time by the Trust Administrator or the Clearing Agency,
as the case may be. The decisions of the Trust Administrator and the Clearing
Agency concerning such matters will be final and binding on all affected
persons.
Individual Class A-3 Certificates which have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the month
preceding the month in which such Distribution Date occurs, and notwithstanding
anything to the contrary herein, no amounts shall be due from Financial Security
or otherwise with respect to interest on such Certificates after such last day
of the month.
Any Beneficial Owner of a Class A-3 Certificate which has requested
a distribution may withdraw its request by so notifying in writing the Clearing
Agency Participant or Clearing Agency Indirect Participant that maintains such
Beneficial Owner's account. In the event that such account is maintained by a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant which in turn must forward
the withdrawal of such request, on a form required by the Clearing Agency, to
the Trust Administrator. If such notice of withdrawal of a request for
distribution has not been received by the Clearing Agency and forwarded to the
Trust Administrator on or before the Record Date for the next Distribution Date,
the previously made request for distribution will be irrevocable with respect to
the making of distributions in reduction of the Class A Principal Balance of
Class A-3 Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the
principal balance of Class A-3 Certificates are rejected by the Trust
Administrator for failure to comply with the requirements of this Section 4.07,
the Trust Administrator shall return such request to the appropriate Clearing
Agency Participant with a copy to the Clearing Agency with an explanation as to
the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the
Class A Principal Balance of Class A-3 Certificates on a Distribution Date
exceed the outstanding principal balances of Certificates of such Class with
respect to which distribution requests have been received by the related Record
Date, as provided in Section 4.07(a) above, distributions in reduction of the
Class A Principal Balance of the Class A-3 Certificates will be made by
mandatory distributions in reduction thereof. Such mandatory distributions on
Individual Class A-3 Certificates will be made by random lot in accordance with
the then-applicable random lot procedures of the Clearing Agency, the Clearing
Agency Participants and the Clearing Agency Indirect Participants representing
the Beneficial Owners; provided however, that, if after the distribution in
reduction of the Class A Principal Balance of the Class A-3 Certificates on the
next succeeding Distribution Date on which mandatory distributions are to be
made, the principal balance of Class A-3 Certificates would not be reduced to
zero, the Individual Class A-3 Certificates to which such distributions will be
applied shall be selected by the Clearing Agency from those Class A-3
Certificates not otherwise receiving distributions in reduction of the principal
balance on such Distribution Date. The Trust Administrator shall notify the
Clearing Agency of the aggregate amount of the mandatory distribution in
reduction of the Class A Principal Balance of the Class A-3 Certificates to be
made on the next Distribution Date. The Clearing Agency shall then allocate such
aggregate amount among its Clearing Agency Participants on a random lot basis.
Each Clearing Agency Participant and, in turn, each Clearing Agency Indirect
Participant will then select, in accordance with its own random lot procedures,
Individual Class A-3 Certificates from among those held in its accounts to
receive mandatory distributions in reduction of the principal balance of the
Certificates of such Class, such that the total amount so selected is equal to
the aggregate amount of such mandatory distributions allocated to such Clearing
Agency Participant by the Clearing Agency and to such Clearing Agency Indirect
Participant by its related Clearing Agency Participant, as the case may be.
Clearing Agency Participants and Clearing Agency Indirect Participants which
hold Class A-3 Certificates selected for mandatory distributions in reduction of
the principal balances are required to provide notice of such mandatory
distributions to the affected Beneficial Owners. The Master Servicer agrees to
notify the Trust Administrator of the amount of distributions in reduction of
the principal balances of Class A-3 Certificates to be made on each Distribution
Date in a timely manner such that the Trust Administrator may fulfill its
obligations pursuant to the Letter of Representations dated the Business Day
immediately preceding the Closing Date among the Seller, the Trust Administrator
and the Clearing Agency.
(e) On the Closing Date, the Rounding Account shall be established
with the Trust Administrator and the Seller shall cause to be initially
deposited with the Trust Administrator a $999.99 deposit for the Rounding
Account. On each Distribution Date on which a distribution is made in reduction
of the principal balance of the Class A-3 Certificates, funds on deposit in the
Rounding Account shall be available to be applied to round upward to an integral
multiple of $1,000 the aggregate distribution in reduction of the Class A
Principal Balance to be made on the Class A-3 Certificates. Rounding of such
distribution on the Class A-3 Certificates shall be accomplished, on the first
such Distribution Date, by withdrawing from the Rounding Account the amount of
funds, if any, needed to round the amount otherwise available for such
distribution in reduction of the principal balance of the Class A-3 Certificates
upward to the next integral multiple of $1,000. On each succeeding Distribution
Date on which distributions in reduction of the principal balance of the Class
A-3 Certificates are to be made, the aggregate amount of such distributions
allocable to the Class A-3 Certificates shall be applied first to repay any
funds withdrawn from the Rounding Account on the prior Distribution Date for
which funds were withdrawn from such account, and then the remainder of such
allocable amount, if any, shall be similarly rounded upward and applied as
distributions in reduction of the principal balance of the Class A-3
Certificates; this process shall continue on succeeding Distribution Dates until
the Class A Principal Balance of the Class A-3 Certificates has been reduced to
zero. The funds in the Rounding Account shall be held in a non-interest bearing
account and shall not be reinvested.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which distributions in reduction of the Class A Principal Balance of the
Class A-3 Certificates will reduce the Class A Principal Balance thereof to zero
or in the event that distributions in reduction of the Class A Principal Balance
of the Class A-3 Certificates are made in accordance with the provisions set
forth in Section 4.07(f), an amount equal to the difference between $1,000 and
the sum then held in the Rounding Account shall be paid from the Pool
Distribution Amount to the Rounding Account. Any funds then on deposit in such
Rounding Account shall be distributed to the Holder of the Class A-R
Certificate.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date on and after Financial Security's failure to make a payment
with respect to a Class A-3 Distribution Deficiency, distributions in reduction
of the Principal Balance of the Class A-3 Certificates (including amounts paid
in respect of such losses under the Policy) will be made on a pro rata basis
among the Holders of the Class A-3 Certificates and will not be made in integral
multiples of $1,000 or pursuant to requested distributions or mandatory
distributions by random lot.
(g) In the event that the pro rata distributions described in
section 4.07(f) cannot be made through the facilities of the Clearing Agency,
the Class A-3 Certificates will be withdrawn from the facilities of the Clearing
Agency and Definitive Certificates will be issued to replace such withdrawn
Book-Entry Certificates pursuant to Section 5.07. An amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which pro rata
distributions in reduction of the principal balances of the Class A-3
Certificates are to be made; provided that such procedures shall be consistent,
to the extent practicable and customary for certificates similar to the Class
A-3 Certificates, with the provisions of this Section 4.07.
SECTION 4.08. POLICY MATTERS.
(a) If, on the second Business Day before any Distribution Date, the
Trust Administrator determines that there will be a Class A-3 Distribution
Deficiency for such Distribution Date, the Trust Administrator shall determine
the amount of such Class A-3 Distribution Deficiency and shall give notice to
Financial Security by telephone or telecopy of the amount of such deficiency
confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City
time on such second Business Day.
(b) At the time of the execution and delivery of this Agreement, the
Trust Administrator shall establish a separate special purpose trust account in
the name of the Trust Administrator for the benefit of Holders of the Class A-3
Certificates referred to herein as the "Policy Payments Account" over which the
Trust Administrator shall have exclusive control and sole right of withdrawal.
The Trust Administrator shall deposit any amounts paid under the Policy into the
Policy Payments Account and distribute such amounts only for purposes of payment
to Holders of the Class A-3 Certificates of the Class A-3 Distribution
Deficiency for which a claim was made and such amounts may not be applied to
satisfy any costs, expenses or liabilities of the Trust Administrator or the
Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust
Administrator to Holders of the Class A-3 Certificates in the same manner as
distributions in reduction of the principal balance of and interest on the
Certificates of such Class are made under Section 4.01(e). It shall not be
necessary for such payments of the Class A-3 Distribution Deficiency to be made
by checks or wire transfers separate from the check or wire transfer used to pay
distributions in reduction of the principal balance of and interest on the Class
A-3 Certificates with funds available to make such distributions. However, the
amount of any distribution to be paid from funds transferred from the Policy
Payments Account shall be noted as provided in (c) below and in the statement to
be furnished to Holders of the Class A-3 Certificates and Financial Security
pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be
invested by the Trust Administrator.
On any Distribution Date with respect to which a claim has been made
under the Policy, the amount of any funds received by the Trust Administrator as
a result of the claim under the Policy to the extent necessary to make
distributions on the Class A-3 Certificates equal to the Class A-3 Distribution
Deficiency on such Distribution Date shall be withdrawn from the Policy Payments
Account and applied by the Trust Administrator to the payment in full of the
Class A-3 Distribution Deficiency. Any funds deposited into the Policy Payments
Account in respect of the Class A-3 Certificates that are remaining therein on
the first Business Day following a Distribution Date after the Class A-3
Distribution Deficiency has been made to the Certificateholders of such Class
shall be remitted in immediately available funds to Financial Security, pursuant
to the instructions of Financial Security, by the end of such Business Day.
(c) The Trust Administrator shall keep a complete and accurate
record of the Class A-3 Interest Loss Amount, the Class A-3 Principal Loss
Amount and any Non-Supported Interest Shortfall allocated to the Class A-3
Certificates once the Reserve Fund has been depleted, paid from moneys received
under the Policy. Financial Security shall have the right to inspect such
records at reasonable times upon one Business Day's prior notice to the Trust
Administrator.
(d) In the event that the Trust Administrator has received a
certified copy of an order of the appropriate court that any distributions in
reduction of the principal balance of or interest on a Class A-3 Certificate has
been avoided in whole or in part as a preference payment under applicable
bankruptcy law, the Trust Administrator shall so notify Financial Security and
shall comply with the provisions of the applicable Policy to obtain payment by
Financial Security of such avoided distribution, and shall, at the time it
provides notice to Financial Security, notify, by mail to Holders of the
Certificates of such Class that, in the event that any Holder's distribution is
so recovered, such Holder will be entitled to payment pursuant to the terms of
the applicable Policy, a copy of which shall be made available by the Trust
Administrator and the Trust Administrator shall furnish to Financial Security
its records evidencing the distributions in reduction of the principal balance
of and interest (including any Non-Supported Interest Shortfall described in
Section 4.08(c)) on the Class A-3 Certificates, if any, which have been made by
the Trust Administrator and subsequently recovered from Holders, and the dates
on which such distributions were made. Such payment under the applicable Policy
shall be disbursed to the receiver, conservator, debtor-in-possession or Trust
Administrator in bankruptcy named in the order and not to the Trust
Administrator or any Class A-3 Certificateholder directly (unless such
Certificateholder has previously paid such amount to the receiver, conservator,
debtor-in-possession or Trust Administrator in bankruptcy named in the order, in
which case such payment shall be disbursed to the Trust Administrator for
distribution to such Certificateholder upon proof of such payment reasonably
satisfactory to Financial Security).
(e) The Trust Administrator shall promptly notify Financial Security
of any proceeding or the institution of any action seeking the avoidance as a
preferential transfer under applicable bankruptcy, insolvency, receivership or
similar law (a "Preference Claim") of any distribution made with respect to the
Class A-3 Certificates as to which it has actual knowledge. Each Holder of a
Class A-3 Certificate, by its purchase of such Certificates and the Trust
Administrator hereby agree that Financial Security (so long as no Financial
Security Default exists) may at any time during the continuation of any
proceeding relating to a Preference Claim direct all matters relating to such
Preference Claim, including, without limitation, (i) the direction of any appeal
of any order relating to any Preference Claim and (ii) the posting of any
surety, supersedeas or performance bond pending any such appeal. In addition and
without limitation of the foregoing, Financial Security shall be subrogated to
the rights of the Trust Administrator and each Holder in the conduct of any
Preference Claim, including, without limitation, all rights of any party to an
adversary proceeding or action with respect to any court order issued in
connection with any such Preference Claim.
(f) The Trust Administrator acknowledges, and each Holder of a Class
A-3 Certificate by its acceptance of such Certificate agrees, that without any
further action on the part of Financial Security, Financial Security shall be
subrogated to all of the rights to amounts distributable to such
Certificateholders in respect of Class A Unpaid Interest Shortfalls,
Non-Supported Interest Shortfalls allocated to such Certificates and recoveries,
if any, with respect to the Class A-3 Principal Loss Amounts with respect to
amounts paid under the Policy. The Class A-3 Certificateholders by acceptance of
such Certificates assign their rights as Holders of such Certificates to
Financial Security to the extent of Financial Security's interest with respect
to amounts paid.
(g) The Master Servicer shall designate an Financial Security
Contact Person who shall be available to Financial Security to provide
reasonable access to information regarding the Mortgage Loans. The initial
Financial Security Contact Person is appointed in Section 11.27.
(h) The Trust Administrator shall surrender the Policy to Financial
Security for cancellation upon the expiration of the term of the Policy as
provided in the Policy.
(i) The Trust Administrator upon receipt from the Master Servicer
shall send to Financial Security the report prepared pursuant to Section 3.05
and the statements prepared pursuant to Section 4.04.
SECTION 4.09. CALCULATION OF AMOUNTS; BINDING EFFECT OF INTERPRETATIONS
AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates or the allocation of losses to the Certificates,
the interpretation of such provisions and any actions taken by the Master
Servicer in good faith to implement such interpretation shall be binding upon
Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
SECTION 5.01. THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-PO and
Class A-R Certificates, integral multiples of $1,000 in excess thereof (except,
if necessary, for one Certificate of each Class (other than Class A-PO and Class
A-R Certificates) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class to
equal the aggregate Original Principal Balance of such Class, as the case may
be), and shall be substantially in the respective forms set forth as Exhibits
A-1, A-2, A-3, A-4, A-5, A-6, A-PO, A-R, B-1, B-2, B-3, B-4, B-5, B-6 and C
(reverse side of Certificates) hereto. On original issue the Certificates shall
be executed and delivered by the Trust Administrator to or upon the order of the
Seller upon receipt by the Trust Administrator or the Custodian of the documents
specified in Section 2.01. The aggregate principal portion evidenced by the
Class A and Class B Certificates shall be the sum of the amounts specifically
set forth in the respective Certificates. The Certificates shall be executed by
manual or facsimile signature on behalf of the Trust Administrator by any
Responsible Officer thereof. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Trust
Administrator shall bind the Trust Administrator notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless manually countersigned
by a Responsible Officer of the Trust Administrator, or unless there appears on
such Certificate a certificate of authentication executed by the Authenticating
Agent by manual signature, and such countersignature or certificate upon a
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the 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 initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force and
effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders shall,
with respect to the Book-Entry Certificates, refer to distributions,
notices, reports and statements to the Clearing Agency or its nominee, as
registered holder of the Book-Entry Certificates, as the case may be, for
distribution to Beneficial Owners in accordance with the procedures of the
Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trust Administrator at the Corporate Trust Office.
SECTION 5.02. REGISTRATION OF CERTIFICATES.
(a) The Trust Administrator shall cause to be kept at one of the
offices or agencies to be maintained in accordance with the provisions of
Section 5.06 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trust Administrator shall act as, or shall appoint, a
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trust Administrator or the
Authenticating Agent in accordance with their standard procedures.
(b) No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the Trust Administrator or the Seller may, if such transfer is to be
made within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
A-PO, Class B-4, Class B-5 or Class B-6 Certificateholder to deliver a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trust Administrator and the Seller, to the effect that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer, and (ii) the Trust Administrator
shall require the transferee (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trust Administrator the facts surrounding such
transfer, which investment letter shall not be an expense of the Trust
Administrator, the Trustee, the Seller or the Master Servicer. The Holder of a
Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trust
Administrator, the Trustee, the Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trust Administrator is under an
obligation to register the Class A-PO, Class B-4, Class B-5 or Class B-6
Certificates under said Act or any other securities law.
(c) No transfer of a Class A-PO or Class B Certificate shall be made
(other than the transfer of the Class A-PO Certificates to an affiliate of the
Seller on the Closing Date) unless the Trust Administrator and the Seller shall
have received (i) a representation letter from the transferee in the form of
Exhibit J hereto, in the case of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate, or in the form of Exhibit K hereto, in the case of a Class B-1,
Class B-2 or Class B-3 Certificate, to the effect that either (a) such
transferee is not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer or (b) with respect to the Class B Certificates
only, if such transferee is an insurance company, (A) the source of funds used
to purchase the Class B Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class B Certificates are
covered by Sections I and III of PTE 95-60 or (ii) in the case of any such Class
A-PO or Class B Certificate presented for registration in the name of a Plan, or
a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the Trust
Administrator and the Seller to the effect that the purchase or holding of such
Class A-PO or Class B Certificate will not result in the assets of the Trust
Estate being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trust Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trust Administrator, the Trustee,
the Seller or the Master Servicer. The Class A-PO and Class B Certificates shall
bear a legend referring to the foregoing restrictions contained in this
paragraph.
(d) No legal or beneficial interest in all or any portion of the
Class A-R Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator with
an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person
that has delivered to both the transferor and the Trust Administrator an opinion
of a nationally recognized tax counsel to the effect that the transfer of the
Class A-R Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of the Class
A-R Certificate will not be disregarded for federal income tax purposes (any
such person who is not covered by clauses (i), (ii) or (iii) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trust Administrator shall not
execute, and shall not authenticate (or cause the Authenticating Agent to
authenticate) and deliver, a new Class A-R Certificate in connection with any
such transfer to a disqualified organization or agent thereof (including a
broker, nominee or middleman), an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, and neither the Certificate Registrar nor the Trust
Administrator shall accept a surrender for transfer or registration of transfer,
or register the transfer of, the Class A-R Certificate, unless the transferor
shall have provided to the Trust Administrator an affidavit, substantially in
the form attached as Exhibit H hereto, signed by the transferee, to the effect
that the transferee is not such a disqualified organization, an agent (including
a broker, nominee, or middleman) for any entity as to which the transferee has
not received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class A-R
Certificate to disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also contain the statement
of the transferee that (i) the transferee has historically paid its debts as
they have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee will
not transfer the Class A-R Certificate to any Person who does not provide an
affidavit substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R
Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of the Class A-R Certificate as completely as if such
transfer had never occurred, provided that the Master Servicer may, but is not
required to, recover any distributions made to such transferee with respect to
the Class A-R Certificate, and (ii) the Master Servicer agrees to furnish to the
Internal Revenue Service and to any transferor of the Class A-R Certificate or
such agent (within 60 days of the request therefor by the transferor or agent)
such information necessary to the application of Code Section 860E(e) as may be
required by the Code, including but not limited to the present value of the
total anticipated excess inclusions with respect to the Class A-R Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
SECTION 5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trust
Administrator or the Authenticating Agent, or the Trust Administrator or the
Authenticating Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trust
Administrator or the Authenticating Agent such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of notice
to the Trust Administrator or the Authenticating Agent that such Certificate has
been acquired by a bona fide purchaser, the Trust Administrator shall execute
and authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and principal portion or
Percentage Interest and of the same Class. Upon the issuance of any new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04. PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
SECTION 5.05. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
(a) If the Trust Administrator is not acting as Certificate
Registrar, the Certificate Registrar shall furnish or cause to be furnished to
the Trust Administrator, within 15 days after receipt by the Certificate
Registrar of a request by the Trust Administrator in writing, a list, in such
form as the Trust Administrator may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the most recent Record
Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar, the
Trust Administrator and the Trustee that neither the Seller, the Master
Servicer, the Certificate Registrar, the Trust Administrator nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names, addresses and Percentage Interests of the Certificateholders
hereunder, regardless of the source from which such information was delivered.
SECTION 5.06. MAINTENANCE OF OFFICE OR AGENCY.
The Trust Administrator will maintain, at its expense, an office or
agency where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Certificate Registrar in
respect of the Certificates and this Agreement may be served. The Trust
Administrator initially designates the Corporate Trust Office and the principal
corporate trust office of the Authenticating Agent, if any, as its offices and
agencies for said purposes.
SECTION 5.07. DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trust Administrator in
writing that the Clearing Agency is no longer willing or able properly to
discharge its responsibilities as depository with respect to the Book-Entry
Certificates, and (B) the Master Servicer is unable to locate a qualified
successor, (ii) the Master Servicer, at its option, advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Clearing Agency, (iii) after the occurrence of dismissal or
resignation of the Master Servicer, Beneficial Owners representing aggregate
Voting Interests of not less than 51% of the aggregate Voting Interests of each
outstanding Class of Book-Entry Certificates advise the Trust Administrator
through the Clearing Agency and Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Beneficial Owners or (iv) upon the occurrence of the
events specified in Section 4.07(g), the Trust Administrator shall notify the
Beneficial Owners, through the Clearing Agency, of the occurrence of any such
event and of the availability of Definitive Certificates to Beneficial Owners
requesting the same. Upon surrender to the Trust Administrator by the Clearing
Agency of the Certificates held of record by its nominee, accompanied by
reregistration instructions and directions to execute and authenticate new
Certificates from the Master Servicer, the Trust Administrator shall execute and
authenticate Definitive Certificates for delivery at its Corporate Trust Office.
The Master Servicer shall arrange for, and will bear all costs of, the printing
and issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
SECTION 5.08. NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01. LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.
SECTION 6.02. MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER SERVICER.
Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
SECTION 6.03. LIMITATION ON LIABILITY OF THE SELLER, THE MASTER SERVICER AND
OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Seller nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and which in its opinion does not involve it in any expense or
liability; provided, however, that the Seller or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder if the Certificateholders
offer to the Seller or the Master Servicer, as the case may be, reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Seller or the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated in reduction of distributions on the Class A and Class B Certificates
in the same manner as Realized Losses are allocated pursuant to Section 4.02(a).
SECTION 6.04. RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator, a copy of which shall be delivered, but not addressed,
to Financial Security. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
SECTION 6.05. COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
SECTION 6.06. ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; provided, however, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee and the
Trust Administrator, in the exercise of its reasonable judgment, and executes
and delivers to the Trustee and the Trust Administrator an agreement, in form
and substance reasonably satisfactory to the Trustee and the Trust
Administrator, which contains an assumption by such purchaser or transferee of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Master Servicer hereunder from and after the
date of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency (without, in the
case of the Class A-3 Certificates, giving effect to the guaranty provided by
Financial Security); 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, Trust Administrator or the Seller
under this Agreement, incurred by it prior to the time that the conditions
contained in clause (i) above are met.
SECTION 6.07. INDEMNIFICATION OF TRUSTEE, TRUST ADMINISTRATOR AND SELLER BY
MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee,
the Trust Administrator and the Seller and any director, officer or agent
thereof against any loss, liability or expense, including reasonable attorney's
fees, arising out of, in connection with or incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties of the Master
Servicer under this Agreement or by reason of reckless disregard of its
obligations and duties under this Agreement. Any payment pursuant to this
Section made by the Master Servicer to the Trustee, the Trust Administrator or
the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
SECTION 7.01. EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement which, in either
case, continues unremedied for a period of three business days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(ii) any failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged and unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make
an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it becomes
ineligible to service for both FNMA and 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 the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator
on behalf of the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02. OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03. DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE DURING
EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the 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.
SECTION 7.04. ACTION UPON CERTAIN FAILURES OF THE MASTER SERVICER AND UPON
EVENT OF DEFAULT.
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or the Trust Administrator may, but
need not if the Trustee or the Trust Administrator, as the case may be, deems it
not in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
SECTION 7.05. TRUST ADMINISTRATOR TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee or the Trust Administrator receives the resignation
of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
6.04, the Trust Administrator on behalf of the Trustee shall be the successor in
all respects to the Master Servicer in its capacity as master servicer under
this Agreement and the transactions set forth or provided for herein and shall
have the rights and powers and be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, however, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
(without, in the case of the Class A-3 Certificates, giving effect to the
guaranty provided by Financial Security) by either Rating Agency and the
retention thereof by the Master Servicer would avert such revocation,
downgrading or review.
SECTION 7.06. NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trust
Administrator shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register. The Trust
Administrator shall also, within 45 days after the occurrence of any Event of
Default known to the Trust Administrator, give written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45-day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
SECTION 8.01. DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR.
The Trustee and the Trust Administrator, prior to the occurrence of
an Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Trust Administrator, which
are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee and the Trust Administrator from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct; provided,
however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to
the Trustee and the Trust Administrator, and conforming to the
requirements of this Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally
liable with respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with the direction of holders of
Certificates which evidence in the aggregate not less than 25% of the
Voting Interest represented by all Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to
the Trustee and the Trust Administrator, or exercising any trust or power
conferred upon the Trustee and the Trust Administrator, under this
Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable for
any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
SECTION 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator 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 or Trust Administrator, as applicable, may
prescribe;
(ii) Each of the Trustee and the Trust Administrator 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 Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall be
personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(iv) Subject to Section 7.04, the Trust Administrator 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
Trust Administrator may be required to act as Master Servicer pursuant to
Section 7.05 and thereupon only for the acts or omissions of the Trust
Administrator as successor Master Servicer; and
(v) Each of the Trustee and the Trust Administrator may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
SECTION 8.03. NEITHER TRUSTEE NOR TRUST ADMINISTRATOR REQUIRED TO MAKE
INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, neither the Trustee
nor the Trust Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, Mortgage,
Mortgage Note or other paper or document (provided the same appears regular on
its face), unless requested in writing to do so by holders of Certificates
evidencing in the aggregate not less than 51% of the Voting Interest represented
by all Certificates; provided, however, that if the payment within a reasonable
time to the Trustee or the Trust Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee or the Trust Administrator, not reasonably assured
to the Trustee or the Trust Administrator by the security afforded to it by the
terms of this Agreement, the Trustee or the Trust Administrator may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee or the Trust Administrator, shall
be repaid by the Master Servicer upon demand.
SECTION 8.04. NEITHER TRUSTEE NOR TRUST ADMINISTRATOR LIABLE FOR
CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
SECTION 8.05. TRUSTEE AND TRUST ADMINISTRATOR MAY OWN CERTIFICATES.
Each of the Trustee, the Trust Administrator and any agent thereof,
in its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent 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 each of the
Trustee and the Trust Administrator from time to time, and each of the Trustee
and the Trust Administrator shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee or the
Trust Administrator, as the case may be, and the Master Servicer will pay or
reimburse the Trustee or the Trust Administrator, as the case may be, upon its
request for all reasonable expenses, disbursements and advances incurred or made
by it in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
SECTION 8.07. ELIGIBILITY REQUIREMENTS.
Each of the Trustee and the Trust Administrator hereunder shall at
all times (i) be a corporation or association having its principal office in a
state and city acceptable to the Seller, organized and doing business under the
laws of such state or the United States of America, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
SECTION 8.08. RESIGNATION AND REMOVAL.
Either of the Trustee or the Trust Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
of resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee or trust administrator. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee or trust administrator 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 or trust administrator shall have been
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Trust Administrator, as the case
may be, may petition any court of competent jurisdiction for the appointment of
a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to
be eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator
and appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
SECTION 8.09. SUCCESSOR.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be, herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be, all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
or trust administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of the successor trustee or
successor trust administrator, as the case may be, the successor trustee or
trust administrator shall cause such notice to be mailed at the expense of the
Master Servicer.
SECTION 8.10. MERGER OR CONSOLIDATION.
Any Person into which either the Trustee or the Trust Administrator
may be merged or converted or with which it may be consolidated, to which it may
sell or transfer its corporate trust business and assets as a whole or
substantially as a whole or any Person resulting from any merger, sale,
transfer, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee or Trust Administrator, as the
case may be, hereunder; provided, however, that (i) such Person shall be
eligible under the provisions of Section 8.07, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, and (ii) the Trustee or the
Trust Administrator, as the case may be, shall deliver an Opinion of Counsel to
the Seller and the Master Servicer to the effect that such merger,
consolidation, sale or transfer will not subject the REMIC to federal, state or
local tax or cause the REMIC to not qualify as a REMIC, which Opinion of Counsel
shall be at the sole expense of the Trustee or the Trust Administrator, as the
case may be.
SECTION 8.11. AUTHENTICATING AGENT.
The Trust Administrator may appoint an Authenticating Agent, which
shall be authorized to act on behalf of the Trust Administrator in
authenticating Certificates. Wherever reference is made in this Agreement to the
authentication of Certificates by the Trust Administrator or the Trust
Administrator's countersignature, such reference shall be deemed to include
authentication on behalf of the Trust Administrator by the Authenticating Agent
and a certificate of authentication executed on behalf of the Trust
Administrator by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Trust
Administrator, the Seller and the Master Servicer. The Trust Administrator may
at any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trust Administrator.
Any reasonable compensation paid to the Authenticating Agent shall be a
reimbursable expense under Section 8.06.
SECTION 8.12. SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be personally
liable by reason of any act or omission of any other separate trustee or
co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13. APPOINTMENT OF CUSTODIANS.
The Trust Administrator may at any time on or after the Closing
Date, with the consent of the Master Servicer and the Seller, appoint one or
more Custodians to hold all or a portion of the Owner Mortgage Loan Files as
agent for the Trust Administrator, by entering into a Custodial Agreement.
Subject to this Article VIII, the Trust Administrator agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders. Each
Custodian shall be a depository institution subject to supervision by federal or
state authority, shall have a combined capital and surplus of at least
$10,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Owner Mortgage Loan File. Each Custodial Agreement may be amended
only as provided in Section 10.01(a).
SECTION 8.14. TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee, the Trust Administrator and the Master
Servicer covenants and agrees that it shall perform its duties hereunder in a
manner consistent with the REMIC Provisions and shall not knowingly take any
action or fail to take any action that would (i) affect the determination of the
Trust Estate's status as 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 tax return or other action required by law to be performed directly by the
Trust Administrator, the Trust Administrator, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns using a
calendar year as the taxable year for the REMIC and the accrual method of
accounting; (ii) in the first such federal tax return, make, or cause to be
made, elections satisfying the requirements of the REMIC Provisions, on behalf
of the Trust Estate, to treat the Trust Estate as a REMIC; (iii) prepare,
execute and forward, or cause to be prepared, executed and forwarded, to the
Certificateholders all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the Internal Revenue Service and any other relevant governmental taxing
authority in accordance with the REMIC Provisions and any other applicable
federal, state or local laws, including without limitation information reports
relating to "original issue discount" and "market discount" as defined in the
Code based upon the issue prices, prepayment assumption and cash flows provided
by the Seller to the Trust Administrator and calculated on a monthly basis by
using the issue prices of the Certificates; (iv) make available information
necessary for the application of any tax imposed on transferors of residual
interests to "disqualified organizations" (as defined in the REMIC Provisions);
(v) file Forms SS-4 and 8811 and respond to inquiries by Certificateholders or
their nominees concerning information returns, reports or tax returns; (vi)
maintain (or cause to be maintained by the Servicers) such records relating to
the REMIC, including but not limited to the income, expenses, individual
Mortgage Loans (including REO Mortgage Loans, other assets and liabilities of
the REMIC, and the fair market value and adjusted basis of the REMIC property
determined at such intervals as may be required by the Code, as may be necessary
to prepare the foregoing returns or information reports; (vii) exercise
reasonable care not to allow the creation of any "interests" in the REMIC within
the meaning of Code Section 860D(a)(2) other than the interests represented by
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-PO
and Class A-R Certificates and the Class B-1, 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
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 a 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 and comply with written directions from the Master Servicer or the
Trust Administrator.
In order to enable the Master Servicer, the Trust Administrator or
the Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to the
Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trust Administrator prepares any of the federal, state and local tax returns
of the REMIC as described above, the Trust Administrator hereby indemnifies the
Seller, the Master Servicer and the Trustee for any losses, liabilities,
damages, claims or expenses of the Seller, the Master Servicer or the Trustee
arising from the Trust Administrator's willful misfeasance, bad faith or
negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer, the Trust Administrator and the Trustee shall pay from
its own funds, without any right of reimbursement therefor, the amount of any
costs, liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee to, respectively,
perform its obligations under this Section 8.14.
SECTION 8.15. MONTHLY ADVANCES.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trust Administrator shall make a Periodic Advance as
required by Section 3.03 hereof; provided, however, the Trust Administrator
shall not be required to make such Periodic Advances if prohibited by law or if
it determines that such Periodic Advance would be a Nonrecoverable Advance. With
respect to those Periodic Advances which should have been made by Norwest
Mortgage, the Trust Administrator shall be entitled, pursuant to Section
3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the Certificate Account
for Periodic Advances and Nonrecoverable Advances made by it.
<PAGE>
ARTICLE IX
TERMINATION
SECTION 9.01. TERMINATION UPON PURCHASE BY THE SELLER OR LIQUIDATION OF ALL
MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer, the Trust Administrator and
the Trustee created hereby (other than the obligation of the Trust Administrator
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Master Servicer to send certain notices as hereinafter
set forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trust
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer (if it is exercising its right to purchase
the assets of the Trust Estate) or by the Trust Administrator (in any other
case) by letter to Certificateholders mailed not earlier than the 15th day of
the month preceding the month of such final distribution and not later than the
twentieth day of the month of such final distribution specifying (A) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the Trust
Administrator therein designated, (B) the amount of any such final payment and
(C) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified. If the Master Servicer is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class A-R Certificate, the amounts, if any, which remain on
deposit in the Certificate Account (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trust Administrator of any Periodic
Advances, is insufficient to pay in full the amounts set forth in clauses (i),
(ii) and (iii) of this paragraph, then any shortfall in the amount available for
distribution to Certificateholders shall be allocated in reduction of the
amounts otherwise distributable on the Final Distribution Date in the same
manner as Realized Losses are allocated pursuant to Sections 4.02(b) and 4.02(g)
hereof. Such distribution on the Final Distribution Date shall be in lieu of the
distribution otherwise required to be made on such Distribution Date in respect
of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trust Administrator shall on such
date cause all funds, if any, in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a separate
escrow account for the benefit of such Certificateholders, and the Master
Servicer (if it exercised its right to purchase the assets of the Trust Estate)
or the Trust Administrator (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trust Administrator may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds on deposit in such escrow account.
SECTION 9.02. ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trust Administrator has received an Opinion of Counsel
to the effect that any other manner of termination (i) will constitute a
"qualified liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the REMIC as of the date of such notice (or, if earlier,
the date on which the first such notice is mailed to Certificateholders).
The Master Servicer shall also specify such date in a statement attached
to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and shall
distribute such cash within 90 days of such adoption in the manner
specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01. AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee and with respect only to amendments affecting the rights or obligations
of Financial Security, with the consent of Financial Security, without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein, (iii) to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Trust Estate as a REMIC at all times that
any Certificates are outstanding or to avoid or minimize the risk of the
imposition of any federal tax on the Trust Estate or the REMIC pursuant to the
Code that would be a claim against the Trust Estate, provided that (a) the
Trustee and the Trust Administrator have received an Opinion of Counsel to the
effect that such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such
action shall not, as evidenced by such Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder, (iv) to change the
timing and/or nature of deposits into the Certificate Account provided that (a)
such change shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Certificateholder and (b) such
change shall not adversely affect the then-current rating of the Certificates as
evidenced by a letter from each Rating Agency to such effect (without, in the
case of the Class A-3 Certificates, giving effect to the guaranty provided by
Financial Security), (v) to modify, eliminate or add to the provisions of
Section 5.02 or any other provisions hereof restricting transfer of the
Certificates, provided that the Master Servicer for purposes of Section 5.02 has
determined in its sole discretion that any such modifications to this Agreement
will neither adversely affect the rating on the Certificates nor give rise to a
risk that either the Trust Estate or the REMIC or any of the Certificateholders
will be subject to a tax caused by a transfer to a non-permitted transferee and
(vi) to make any other provisions with respect to matters or questions arising
under this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee with the consent of Financial Security (only with respect to amendments
affecting the rights or obligations of Financial Security) and the Holders of
Certificates evidencing in the aggregate not less than 66-2/3% of the aggregate
Voting Interests of each Class of Certificates affected thereby for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interest of the
Holders of Certificates of any Class in a manner other than as described in
clause (i) hereof without the consent of Holders of Certificates of such Class
evidencing, as to such Class, Voting Interests aggregating not less than 66-2/3%
or (iii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, neither
the Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject the REMIC to tax or cause the Trust
Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trust Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trust Administrator, the Trustee or
Financial Security; 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
changing the Applicable Unscheduled Principal Receipt Period for all Mortgage
Loans serviced by any Servicer to a Mid-Month Receipt Period with respect to
Full Unscheduled Principal Receipts and to a Prior Month Receipt Period with
respect to Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trust Administrator.
SECTION 10.02. RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trust
Administrator, but only upon direction accompanied by an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trust Administrator a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Voting
Interest represented by all Certificates shall have made written request upon
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust
Administrator such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trust
Administrator, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trust
Administrator, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trust Administrator shall be entitled to such relief
as can be given either at law or in equity.
SECTION 10.04. GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05. NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Norwest Asset Securities Corporation, 7485 New Horizon
Way, Frederick, Maryland 21703, Attention: Chief Executive Officer, or such
other address as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Seller, (ii) in the case of the
Master Servicer, to Norwest Bank Minnesota, National Association, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Vice President or such other
address as may hereafter be furnished to the Seller and the Trustee in writing
by the Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust
Office, (iv) in the case of the Trust Administrator, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee or the Trust Administrator, in
each case Attention: Corporate Trust Department and (v) in the case of Financial
Security, to Financial Security Assurance Inc., 350 Park Avenue, New York, New
York 10022, Attention: Senior Vice President, Surveillance Department re: NASCOR
Series 1998-32; Confirmation: 212-826-0100; Telecopy: 212-339-3518 or
212-339-3529 (in each case in which notice or other communication to Financial
Security refers to an Event of Default or a claim under the policy or with
respect to which failure on the part of Financial Security to respond shall be
deemed to constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of the General Counsel and
shall be marked to indicate "URGENT MATERIAL ENCLOSED". Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice, provided, however, that any demand, notice
or communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Trust Administrator, such
Servicer or a Certificateholder.
SECTION 10.06. SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07. SPECIAL NOTICES TO RATING AGENCIES AND FINANCIAL SECURITY.
(a) The Trust Administrator shall give prompt notice to each Rating
Agency and Financial Security of the occurrence of any of the following events
of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section 6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer pursuant
to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency and Financial Security of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust administrator
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency and
Financial Security:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08. COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09. RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01. CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.000% per annum.
SECTION 11.02. CUT-OFF DATE.
The Cut-Off Date for the Certificates is November 1, 1998.
SECTION 11.03. CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $390,405,640.08.
SECTION 11.04. ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 96.79331905%.
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 $232,257,000.00
Class A-2 $ 9,321,667.00
Class A-3 $ 32,500,000.00
Class A-4 $ 3,033,333.00
Class A-5 $ 50,000,000.00
Class A-6 $ 50,000,000.00
Class A-PO $ 800,134.56
Class A-R $ 100.00
SECTION 11.06. ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is $377,112,100.00.
SECTION 11.07. ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 3.20668095%.
SECTION 11.08. ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 1.20249841%.
SECTION 11.09. ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 1.25254904%.
SECTION 11.10. ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.25050981%.
SECTION 11.11. ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.25050981%.
SECTION 11.12. ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.10010125%.
SECTION 11.13. ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.15051264%.
SECTION 11.14. ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $12,493,405.52.
SECTION 11.15. ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS B
CERTIFICATES.
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
----- -----------------
Class B-1 $4,685,000.00
Class B-2 $4,880,000.00
Class B-3 $ 976,000.00
Class B-4 $ 976,000.00
Class B-5 $ 390,000.00
Class B-6 $ 586,405.52
SECTION 11.16. ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 2.00418254%.
SECTION 11.17. ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 0.75163350%.
SECTION 11.18. ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.50112369%.
SECTION 11.19. ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.25061389%.
SECTION 11.20. ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.15051263%.
SECTION 11.21. CLOSING DATE.
The Closing Date is November 24, 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 $39,040,564.01 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.23. WIRE TRANSFER ELIGIBILITY.
With respect to the Class A (other than the Class A-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 on
each Distribution Date is 100% Percentage Interest. The Class A-R Certificate is
not eligible for wire transfer.
SECTION 11.24. SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates (other
than the Class A-3, Class A-PO and Class A-R Certificates) and each Class of the
Class B Certificates (other than the Class B-4, Class B-5 and Class B-6
Certificates) represents a $100,000 Denomination. A Single Certificate for the
Class A-3 Certificates represents a $1,000 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. A Single Certificate for the Class A-PO Certificates
represents a $800,134.56 Denomination.
SECTION 11.25. SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
SECTION 11.26. MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
SECTION 11.27. FINANCIAL SECURITY CONTACT PERSON.
The Initial Financial Security Contact Person is Patrick Greene,
Vice President of the Seller.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
NORWEST ASSET SECURITIES
CORPORATION
as Seller
By: ____________________________
Name: Alan S. McKenney
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By: ____________________________
Name: Nancy E. Burgess
Title: Vice President
FIRST UNION NATIONAL BANK
as Trust Administrator
By: ____________________________
Name:
Title:
Attest:
By: _______________________
Name: _____________________
Title: ____________________
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
By: ____________________________
Name:
Title:
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 24th day of November, 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 24th day of November, 1998, before me, a notary public in
and for the State of Maryland, personally appeared Nancy E. Burgess, known to me
who, being by me duly sworn, did depose and say that she resides at Frederick,
Maryland; that she is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF __________________ )
ss.:
COUNTY OF )
On this 24th day of November, 1998, before me, a notary public in
and for _________________, personally appeared ___________________, known to me
who, being by me duly sworn, did depose and say that s/he resides at
_________________, _________________; that s/he is a ____________________ of
United States Trust Company of New York, a ________________, one of the parties
that executed the foregoing instrument; and that s/he signed 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 24th day of November, 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 1998-32
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
Norwest Mortgage, Inc. (Exhibit F-1) Mid Month Mid Month
The Huntington Mortgage Company Mid Month Prior Month
Great Financial Bank Mid Month Prior Month
First Union Mortgage Corp. Prior Month Prior Month
Citicorp Mortgage, Inc. Mid Month Prior Month
Bank of America, National Trust
& Savings Association 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 1998-32 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and 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 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE 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 1998-32 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE 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 1998-32 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR (EXCEPT AS PROVIDED HEREIN) PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced Denomination: $
by this Certificate of the
Cut-Off Date: %
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of Class A-3 Certificates on such
Distribution Date as specified in the Agreement. Distributions of principal will
be made to the Holders of the Class A-3 Certificates as described below and in
the Agreement. Prior to the earlier to occur of (a) the Cross-Over Date or (b)
Financial Security's failure to make a payment with respect to a Class A-3
Distribution Deficiency, distributions in reduction of the Principal Balance of
this Certificate (including amounts paid in respect of such losses under the
Policy as defined below) will be made only in lots equal to $1,000 initial
principal balance and in accordance with the priorities and procedures set forth
in Section 4.07 of the Agreement (i) at the request of Deceased Holders (ii) at
the request of Living Holders and (iii) by random lot. On and after such
Distribution Date, distributions in reduction of principal balance will be made
as provided in the Agreement. Distributions in reduction of the Principal
Balance of certain Classes of Class A Certificates may not commence on the first
Distribution Date specified above. Distributions of principal will be allocated
among the Classes of Class A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class A-3 Certificates applicable to
each Distribution Date will be 6.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class A-3 Certificates, as described in
the Agreement. Any Non-Supported Interest Shortfall allocated to the Class A-3
Certificates will be covered, to the extent available, by funds in the Reserve
Fund, to the extent described in the Agreement and then by the Policy described
below.
The Class A-3 Certificates will be entitled to the benefits of an
Financial Guaranty Insurance Policy issued by Financial Security Assurance Inc.
(the "Policy") to the extent described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-32 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The Class A-4 Certificate will
not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5
CERTIFICATE]
[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 1998-32 CLASS A-5
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include loans
secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced
by this Certificate: % Denomination: $
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 5.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-32 CLASS A-6
evidencing an interest in
a pool of fixed
interest rate,
conventional, monthly pay,
fully amortizing, first
lien, one- to
four-family residential
mortgage loans, which may
include loans secured by
shares issued by
cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced
by this Certificate: % Denomination: $
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-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 1998-32, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which
may include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced
by this Certificate: % Denomination: $
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class A-PO Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the 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 Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (ii) if such transferee is a Plan, (a) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate 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 Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-32, CLASS A-R
evidencing an interest in
a pool of fixed
interest rate,
conventional, monthly pay,
fully amortizing, first
lien, one- to
four-family residential
mortgage loans, which may
include loans secured by
shares issued by
cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced
by this Certificate: % Denomination: $100.00
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-R Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of November 24, 1998 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and 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 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND FINANCIAL SECURITY 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 1998-32, CLASS B-1
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which
may include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced
by this Certificate: % Denomination: $
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and Financial Security 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
6.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY 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 1998-32, CLASS B-2
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which
may include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced
by this Certificate: % Denomination: $
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security 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
6.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, 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 1998-32, CLASS B-3
evidencing an interest in
a pool of fixed
interest rate,
conventional, monthly pay,
fully amortizing, first
lien, one- to
four-family residential
mortgage loans, which may
include loans secured by
shares issued by
cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced
by this Certificate: % Denomination: $
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT _____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security 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
6.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, 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 1998-32, CLASS B-4
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which
may include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced
by this Certificate: % Denomination: $
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security 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
6.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, 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 1998-32, CLASS B-5
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which
may include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced
by this Certificate: % Denomination: $
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security 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
6.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, 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 1998-32, CLASS B-6
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which
may include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced
by this Certificate: % Denomination: $
Final Scheduled Maturity Date: December 25, 2028
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security 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
6.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Reverse of Series 1998-32 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-32
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trust Administrator, as applicable, of advances made by
such Servicer, the Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the Voting Interests of each Class of Certificates affected thereby. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain circumstances without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the
Trustee and the Certificate Registrar, and any agent of the Seller, the Master
Servicer, the Trust Administrator, the Trustee or the Certificate Registrar, may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Seller, the Master Servicer, the Trust
Administrator, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Social Security or other Identifying Number of Assignee:
- --------------------------------------------------------------------------------
Dated:
--------------------------------
Signature by or on behalf of
assignor
--------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to ____________________________________________ for
the account of _______________________________________________ account number
______________________, or, if mailed by check, to
___________________________________________. Applicable statements should be
mailed to _________________________________________________________________.
This information is provided by ______________________, the assignee
named above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trust Administrator (including
its successors under the Pooling and Servicing Agreement defined below, the
"Trust Administrator"), NORWEST ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer, the Trust Administrator
and United States Trust Company of New York, as trustee, have entered into a
Pooling and Servicing Agreement dated as of November 24, 1998 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1998-32 (as in effect on
the date of this Agreement, the "Original Pooling and Servicing Agreement", and
as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trust Administrator, the
Seller, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial
Files. The Custodian, as the duly appointed agent of the Trust Administrator for
these purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trust Administrator of Mortgage Notes
and related Mortgages that have not been recorded, each such assignment shall be
delivered by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If
in performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5. Custodian to Cooperate; Release of Custodial Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall immediately notify the
Custodian by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Certificate Account pursuant
to Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trust
Administrator. With respect to each Mortgage Note, Mortgage and other documents
constituting each Custodian File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the Trust Administrator, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Custodial File shall be delivered by the Custodian to the Seller or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In
such event, the Trust Administrator shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trust Administrator shall give prompt notice to the Seller and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall have been appointed and accepted appointment by the Trust Administrator
without the prior approval of the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trust Administrator shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trust
Administrator shall give prompt notice to the Custodian of any amendment or
supplement to the Pooling and Servicing Agreement and furnish the Custodian with
written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By:______________________________
Charlotte, North Carolina, 28288 Name:____________________________
Title:___________________________
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way By:______________________________
Frederick, Maryland 21703 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]
NASCOR
NMI / 1998-28 Exhibit F-1
20 & 30 YEAR FIXED RATE 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 SUBSIDY
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ---- ------- --- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THERE ARE NO DES MOINES LOANS
</TABLE>
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CODE FEE LOAN FEE YIELD
- ------ ---- --- ---- --- -----
COUNT: 0
WAC:
WAM:
WALTV:
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1998-28 Exhibit F-2
20 & 30 YEAR FIXED RATE 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 SUBSIDY
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ---- ------- --- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4607067 GILROY CA 95020 SFD 7.000 6.000 $1,993.92 360 1-Aug-28 $ 298,905.48 80.00
4616250 SAN DIEGO CA 92130 SFD 6.875 6.000 $1,989.84 360 1-Sep-28 $ 302,645.52 60.23
4630195 MORGANVILLE NJ 07751 SFD 6.875 6.000 $2,102.18 360 1-Sep-28 $ 319,731.15 76.36
4642714 NEW MILFORD CT 06776 SFD 7.000 6.000 $2,172.88 360 1-Mar-28 $ 324,692.88 90.00 GD 3YR
4658374 HUNTINGTON BEACH CA 92648 SFD 6.500 6.000 $3,500.40 360 1-May-28 $ 551,269.48 79.68
4663046 FAYETTEVILLE GA 30215 SFD 7.125 6.000 $2,072.36 360 1-Aug-28 $ 307,040.84 88.48
4673189 HUNTINGTON BEACH CA 92648 SFD 7.000 6.000 $2,328.56 360 1-Sep-28 $ 349,713.11 58.33 GD 6YR
4674519 TOWACO NJ 07082 SFD 6.625 6.000 $2,945.44 360 1-Sep-28 $ 459,594.14 67.18
4682767 HYDES MD 21082 SFD 6.375 6.000 $3,431.29 360 1-Jan-28 $ 544,094.12 71.90
4686568 PARK CITY UT 84098 SFD 7.000 6.000 $1,694.53 360 1-Sep-28 $ 254,491.22 94.99
4691183 WESTERVILLE OH 43081 SFD 6.875 6.000 $2,017.76 360 1-Aug-28 $ 306,632.43 79.99
4691428 ORLANDO FL 32836 SFD 6.875 6.000 $1,655.47 360 1-Aug-28 $ 251,169.05 89.86
4691460 BERNARDS TOWNSHIP NJ 07920 SFD 6.875 6.000 $2,262.47 360 1-Aug-28 $ 343,819.65 69.99
4698217 RANDOLPH NJ 07869 SFD 6.500 6.000 $1,769.80 360 1-Sep-28 $ 279,746.87 62.22
4700528 ALEXANDRIA VA 22307 SFD 7.125 6.000 $2,273.81 360 1-Apr-28 $ 335,856.35 90.00
4703620 LIBERTYVILLE IL 60048 SFD 7.125 6.000 $2,533.19 360 1-Sep-28 $ 375,699.31 80.00 GD 3YR
4703858 SIMI VALLEY CA 93065 SFD 6.875 6.000 $2,127.80 360 1-Aug-28 $ 323,354.20 84.99
4704484 SHORT HILLS NJ 07078 SFD 6.750 6.000 $2,171.51 360 1-Jul-28 $ 333,930.35 80.00
4705517 WAYNE NJ 07470 LCO 6.625 6.000 $1,607.83 360 1-Sep-28 $ 250,878.37 88.11
4706634 SIMI VALLEY CA 93065 SFD 6.875 6.000 $2,832.03 360 1-Aug-28 $ 430,373.55 79.96
4707842 BERWYN PA 19312 SFD 6.750 6.000 $4,615.41 240 1-Sep-18 $ 605,798.97 77.51
4709083 WAYZATA MN 55391 SFD 7.125 6.000 $5,861.36 360 1-May-28 $ 866,479.77 75.00
4710518 LONG VALLEY NJ 07853 SFD 6.625 6.000 $2,338.74 360 1-Sep-28 $ 364,927.09 80.00 GD 3YR
4710519 ATLANTA GA 30342 SFD 6.875 6.000 $2,299.26 360 1-Sep-28 $ 349,705.95 51.09
4711217 WYCKOFF NJ 07481 SFD 6.500 6.000 $2,117.43 360 1-Sep-28 $ 334,697.15 65.05
4711239 MINNEAPOLIS MN 55409 SFD 6.750 6.000 $1,915.96 360 1-May-28 $ 294,113.92 80.00
4712266 LLOYD NECK NY 11743 SFD 6.625 6.000 $2,881.40 360 1-Aug-28 $ 449,203.75 55.56
4712731 SLIDELL LA 70461 SFD 6.625 6.000 $2,151.45 360 1-Sep-28 $ 335,703.55 77.06
4713289 SOUTH ORANGE NJ 07079 SFD 7.125 6.000 $2,069.67 360 1-Sep-28 $ 306,954.33 80.00
4714018 CONCORD CA 94521 SFD 6.375 6.000 $2,326.85 360 1-Oct-28 $ 372,969.00 80.00
4715029 EDMOND OK 73003 SFD 6.500 6.000 $1,580.18 360 1-Sep-28 $ 249,754.17 66.76
4715266 GURNEE IL 60031 SFD 6.750 6.000 $1,815.76 360 1-Sep-28 $ 279,708.96 80.00
4716720 MENDHAM NJ 07945 SFD 6.250 5.983 $4,002.17 360 1-Sep-28 $ 649,383.25 65.46
4717868 HUNTERSVILLE NC 28078 SFD 6.500 6.000 $1,580.18 360 1-Sep-28 $ 249,773.99 75.99
4720216 FRANKLIN TN 37064 SFD 6.500 6.000 $1,768.53 360 1-Sep-28 $ 279,547.05 79.99
4721995 ALEXANDRIA VA 22315 SFD 6.875 6.000 $1,574.01 360 1-Jun-28 $ 238,642.20 94.99
4724288 YARDLEY PA 19067 SFD 6.750 6.000 $2,229.24 360 1-Oct-28 $ 343,700.00 79.50 GD 3YR
4725751 LIBERTYVILLE IL 60048 SFD 6.875 6.000 $2,430.64 360 1-Sep-28 $ 369,689.15 64.91
4726562 FREDERICK MD 21702 SFD 6.875 6.000 $1,578.60 360 1-Sep-28 $ 240,098.12 94.99
4726819 SAN DIEGO CA 92128 SFD 6.750 6.000 $1,552.42 360 1-Sep-28 $ 239,143.92 79.99
4727105 CHESTERFIELD MO 63005 SFD 7.000 6.000 $2,594.68 360 1-Aug-28 $ 389,358.78 78.28 GD 3YR
4727633 ORANGE PARK FL 32073 SFD 6.750 6.000 $1,712.30 360 1-Sep-28 $ 263,772.70 79.06 GD 3YR
4729589 NEW PROVIDENCE NJ 07974 SFD 6.875 6.000 $2,081.16 360 1-Aug-28 $ 316,266.16 90.00
4730091 SALINAS CA 93908 SFD 6.625 6.000 $1,594.70 360 1-Apr-28 $ 247,713.24 89.99
4732418 HAWTHORN WOODS IL 60047 SFD 6.500 6.000 $1,706.59 360 1-Sep-28 $ 269,755.91 63.49
4732929 IOWA CITY IA 52245 SFD 6.625 6.000 $1,509.86 360 1-Sep-28 $ 235,591.95 79.99
4733068 LAFAYETTE CO 80026 SFD 7.125 6.000 $2,067.65 360 1-Sep-28 $ 306,654.57 90.00
4734149 WILDWOOD MO 63005 SFD 6.625 6.000 $2,241.09 360 1-Oct-28 $ 350,000.00 75.27
4734218 HERNDON VA 22070 SFD 6.875 6.000 $2,471.37 360 1-Sep-28 $ 375,883.94 90.00
4734258 LAKE OSWEGO OR 97035 SFD 6.625 6.000 $2,067.89 360 1-Sep-28 $ 322,665.06 80.00
4735533 NEWTOWN SQUARE PA 19073 SFD 6.875 6.000 $2,876.70 360 1-Oct-28 $ 437,900.00 83.82
4736085 BEDFORD NY 10506 SFD 6.375 6.000 $2,430.91 360 1-Sep-28 $ 389,289.11 69.99
4736354 NEWTOWN CT 06470 SFD 6.375 6.000 $1,715.65 360 1-Sep-28 $ 274,745.29 68.75
4737090 PITTSTOWN NJ 08867 SFD 6.875 6.000 $2,417.50 360 1-Sep-28 $ 367,690.83 80.00
4737443 OXFORD AL 36203 SFD 6.875 6.000 $1,556.93 360 1-Aug-28 $ 236,600.62 79.66
4738140 WADING RIVER NY 11792 SFD 6.500 6.000 $1,611.78 360 1-Aug-28 $ 254,537.69 85.00
4738912 CHANTILLY VA 20151 SFD 6.750 6.000 $1,607.56 360 1-Aug-28 $ 247,422.00 79.82 GD 5YR
4739178 BLUE BELL PA 19422 SFD 7.125 6.000 $2,021.16 360 1-Sep-28 $ 299,760.09 78.53
4739182 ALPHARETTA GA 30201 SFD 7.250 6.000 $1,944.21 360 1-Jun-28 $ 284,099.51 95.00
4739248 BELLE MEAD NJ 08502 SFD 6.625 6.000 $1,836.42 360 1-Sep-28 $ 286,443.01 80.00
4739282 WESTFIELD NJ 07090 SFD 6.500 6.000 $2,175.90 360 1-Aug-28 $ 343,625.89 85.00
4739977 MIDDLETOWN NJ 07732 SFD 7.000 6.000 $5,465.86 240 1-Sep-18 $ 703,646.64 75.00
4740112 COLUMBIA MD 21044 SFD 6.875 6.000 $1,859.11 360 1-Aug-28 $ 282,523.12 68.68
4740611 WEST CHESTER PA 19382 SFD 6.625 6.000 $3,650.42 360 1-May-28 $ 567,557.12 79.99
4740768 RALEIGH NC 27613 SFD 6.375 6.000 $2,277.13 360 1-Sep-28 $ 364,661.93 74.02
4740833 LEAWOOD KS 66224 SFD 6.750 6.000 $1,848.51 360 1-Sep-28 $ 284,754.62 78.79
4742380 YARDLEY PA 19067 SFD 6.750 6.000 $1,797.92 360 1-Aug-28 $ 276,721.32 90.00
4742613 GENEVA IL 60134 SFD 6.875 6.000 $2,483.52 360 1-Oct-28 $ 378,050.00 88.31
4743565 AUSTIN TX 78717 SFD 7.500 6.000 $1,684.06 360 1-Sep-28 $ 240,671.25 89.99
4743807 CHANHASSEN MN 55317 SFD 7.375 6.000 $1,889.69 360 1-Sep-28 $ 273,391.81 89.99
4743862 CLARKSTON MI 48348 SFD 6.500 6.000 $1,672.46 360 1-Aug-28 $ 264,120.28 70.00
4744221 WINDHAM NH 03087 SFD 6.750 6.000 $2,215.29 360 1-Sep-28 $ 341,255.93 74.40
4744477 MORRISTOWN NJ 07960 SFD 6.750 6.000 $4,151.03 360 1-Sep-28 $ 639,448.97 80.00
4745600 NORTH SALT LAKE UT 84054 SFD 7.125 6.000 $3,547.13 360 1-Sep-28 $ 526,078.96 90.00
4745947 BEDMINSTER NJ 07921 SFD 6.750 6.000 $2,469.87 360 1-Sep-28 $ 380,472.13 80.00
4746363 SAN DIEGO CA 92131 SFD 6.875 6.000 $2,446.74 360 1-Sep-28 $ 372,137.09 79.99 GD 3YR
4747173 NORTH WALES PA 19454 SFD 6.750 6.000 $2,094.33 360 1-Aug-28 $ 322,342.40 76.35
4748051 ALPHARETTA GA 30005 SFD 6.625 6.000 $1,613.59 360 1-Sep-28 $ 251,777.66 70.00
4748438 LEAWOOD KS 66224 SFD 6.375 6.000 $1,759.01 360 1-Sep-28 $ 281,688.85 80.00
4748444 GERMANTOWN MD 20874 SFD 7.125 6.000 $1,876.31 360 1-Sep-28 $ 278,277.28 79.99 GD 3YR
4748707 NEWCASTLE WA 98059 SFD 6.750 6.000 $1,919.86 360 1-Sep-28 $ 295,745.14 71.33
4748895 CASTLE ROCK CO 80104 SFD 6.625 6.000 $3,201.56 360 1-Sep-28 $ 499,558.86 54.37
4749140 AGOURA HILLS CA 91301 SFD 6.750 6.000 $1,783.65 360 1-Sep-28 $ 274,763.23 49.11 GD 4YR
4749426 OAKLAND CA 94610 SFD 7.000 6.000 $2,661.21 360 1-Aug-28 $ 399,256.66 89.89 GD 6YR
4749587 HAWTHORN WOODS IL 60047 SFD 6.625 6.000 $2,753.34 360 1-Sep-28 $ 429,620.62 83.92
4750770 RESTON VA 20194 SFD 6.875 6.000 $2,778.81 360 1-Oct-28 $ 423,000.00 79.73 GD 4YR
4750779 KENNETT SQUARE PA 19348 SFD 6.625 6.000 $2,881.40 360 1-Sep-28 $ 449,602.97 66.18
4751423 EVERGREEN CO 80439 SFD 6.875 6.000 $1,729.04 360 1-Jun-28 $ 262,307.88 80.00
4751865 CARMEL IN 46033 SFD 6.500 6.000 $1,643.38 360 1-Aug-28 $ 259,528.63 68.51
4752073 EAGAN MN 55123 SFD 7.000 6.000 $1,809.63 360 1-Aug-28 $ 271,552.78 80.00
4752736 WEST WINDSOR NJ 08512 SFD 7.125 6.000 $1,875.30 360 1-Sep-28 $ 278,127.40 95.00
4752891 GUNNISON CO 81230 SFD 7.375 6.000 $1,851.01 360 1-Jun-28 $ 267,176.74 80.00
4753016 LEESBURG VA 20176 SFD 6.875 6.000 $1,694.88 360 1-Aug-28 $ 257,565.25 92.14 GD 4YR
4753043 AVONDALE PA 19311 SFD 6.750 6.000 $2,381.66 360 1-Sep-28 $ 366,883.84 84.60
4753048 ROCHESTER MI 48307 SFD 6.750 6.000 $2,610.61 360 1-Aug-28 $ 401,804.95 70.00
4753397 BASKING RIDGE NJ 07920 SFD 6.625 6.000 $2,561.25 360 1-Aug-28 $ 399,292.21 56.74
4753758 BEAUMONT TX 77706 SFD 6.375 6.000 $2,557.42 360 1-Aug-28 $ 409,166.63 80.00
4753958 LAFAYETTE CO 80026 SFD 6.625 6.000 $2,959.52 360 1-Sep-28 $ 461,792.21 70.24
4753965 GLASTONBURY CT 06033 SFD 7.000 6.000 $2,029.18 360 1-Sep-28 $ 304,749.99 87.14
4754646 BETHEL CT 06801 SFD 6.875 6.000 $2,551.84 360 1-Sep-28 $ 388,123.65 85.00
4754923 SAN RAMON CA 94583 SFD 7.000 6.000 $2,794.28 360 1-Aug-28 $ 419,309.43 80.00
4754967 KAILUA HI 96734 SFD 7.250 6.000 $4,434.15 360 1-Jul-28 $ 648,469.59 87.84 GD 3YR
4755569 SAN JOSE CA 95120 SFD 6.875 6.000 $2,417.50 360 1-Sep-28 $ 367,690.83 80.00
4756130 HOUSTON TX 77059 SFD 6.500 6.000 $1,568.80 360 1-Aug-28 $ 247,750.02 79.99
4756483 DOWNINGTOWN PA 19335 SFD 6.375 6.000 $1,660.43 360 1-Sep-28 $ 265,653.49 84.99
4757072 ALPHARETTA GA 30022 SFD 6.750 6.000 $1,787.54 360 1-Aug-28 $ 275,124.09 80.00
4757375 RESTON VA 20194 SFD 6.500 6.000 $2,524.17 360 1-Oct-28 $ 399,350.00 79.97 GD 1YR
4757390 NEW CANAAN CT 06840 SFD 6.875 6.000 $6,621.85 360 1-Jul-28 $1,005,444.87 80.00
4757433 DAKOTA DUNES SD 57049 SFD 7.125 6.000 $1,922.12 360 1-Jul-28 $ 284,611.47 89.95
4757453 CARMEL IN 46032 SFD 7.125 6.000 $1,760.43 360 1-Aug-28 $ 260,880.84 89.98
4757608 MIAMI BEACH FL 33139 SFD 7.125 6.000 $5,389.75 360 1-Aug-28 $ 798,716.70 69.81
4758848 CLAYTON CA 94517 SFD 6.875 6.000 $1,923.49 360 1-Sep-28 $ 292,554.01 79.88
4759376 HOPKINTON MA 01748 SFD 6.500 6.000 $1,896.21 360 1-Sep-28 $ 299,728.79 78.49 GD 5YR
4759575 THOUSAND OAKS CA 91362 SFD 7.000 6.000 $2,731.07 360 1-Aug-28 $ 409,825.06 84.99
4759599 RIDGEFIELD CT 06877 SFD 7.375 6.000 $2,806.22 360 1-Sep-28 $ 405,990.83 85.00
4760319 BERNARDS NJ 07920 SFD 6.875 6.000 $2,463.49 360 1-Sep-28 $ 374,684.95 61.41
4761015 CARMEL IN 46033 SFD 7.125 6.000 $1,993.20 360 1-Jul-28 $ 295,136.00 79.99
4761305 RANCHO PALOS VERDESCA 90275 SFD 7.000 6.000 $3,426.98 360 1-Aug-28 $ 514,253.08 85.00
4761478 SAN JOSE CA 95112 SFD 6.500 6.000 $1,516.97 360 1-Sep-28 $ 239,783.03 75.95
4761675 TIBURON CA 94920 LCO 6.625 6.000 $3,233.58 360 1-Sep-28 $ 504,554.44 71.63 GD 4YR
4762328 BEAVERCREEK OH 45434 SFD 7.000 6.000 $2,174.55 360 1-Jul-28 $ 326,041.52 79.99
4762505 WESTERN SPRINGS IL 60558 SFD 7.000 6.000 $1,586.75 360 1-Sep-28 $ 238,304.50 90.00
4762518 DULUTH GA 30097 SFD 6.375 6.000 $2,133.64 360 1-Sep-28 $ 341,683.24 69.81 GD 3YR
4762539 LEAWOOD KS 66224 SFD 7.250 6.000 $1,728.98 360 1-Jun-28 $ 252,651.93 90.05
4762687 STAMFORD CT 06905 SFD 7.750 6.000 $1,817.18 360 1-Aug-28 $ 253,240.48 95.00
4763095 ERIE CO 80516 SFD 7.125 6.000 $1,622.99 360 1-Sep-28 $ 240,707.35 92.32
4763104 GAINESVILLE VA 20155 SFD 7.000 6.000 $2,144.94 360 1-Sep-28 $ 322,135.73 89.89 GD 5YR
4763547 NEW YORK NY 10000 HCO 6.875 6.000 $2,417.50 360 1-Sep-28 $ 367,690.83 80.00
4763608 AUSTIN TX 78730 SFD 6.875 6.000 $1,773.71 360 1-Aug-28 $ 269,545.04 66.48
4764006 SAN RAMON CA 94583 SFD 7.000 6.000 $1,596.73 360 1-Sep-28 $ 239,800.00 70.59
4764731 HINGHAM MA 02043 SFD 7.500 6.000 $2,516.48 360 1-Jul-28 $ 359,093.68 80.00
4765396 BASKING RIDGE NJ 07920 SFD 6.625 6.000 $2,073.01 360 1-Sep-28 $ 323,464.36 90.00
4765423 PELHAM NY 10803 SFD 6.500 6.000 $2,382.90 360 1-Sep-28 $ 376,659.18 50.27
4765507 WESTFIELD NJ 07090 SFD 6.750 6.000 $2,886.27 360 1-Sep-28 $ 444,616.86 78.76
4765628 LONG GROVE IL 60047 SFD 6.375 6.000 $1,871.61 360 1-Aug-28 $ 299,442.80 52.33
4765671 SANTA CRUZ CA 95060 SFD 7.250 6.000 $2,099.74 360 1-Sep-28 $ 307,559.89 90.00 FX 5YR
4765746 CYPRESS TX 77429 SFD 6.875 6.000 $1,991.16 360 1-Sep-28 $ 302,845.35 80.00
4765881 AUSTIN TX 78746 SFD 7.000 6.000 $1,995.91 360 1-Jul-28 $ 299,257.96 63.83
4766294 SUCCASUNNA NJ 07876 SFD 7.125 6.000 $1,644.22 360 1-Sep-28 $ 243,854.83 95.00
4766400 SIMI VALLEY CA 93065 PUD 6.750 6.000 $1,653.61 360 1-Aug-28 $ 254,509.73 75.00
4766793 BAKERSFIELD CA 93311 SFD 7.000 6.000 $1,726.13 360 1-Jul-28 $ 258,808.26 89.85
4766916 LOVELAND OH 45140 SFD 6.875 6.000 $1,960.28 360 1-Sep-28 $ 298,149.30 80.00
4766984 BELLE MEAD NJ 08502 SFD 7.000 6.000 $1,544.17 360 1-Aug-28 $ 231,718.39 90.00 GD 3YR
4767005 CHESTER NJ 07930 SFD 6.750 6.000 $2,629.75 360 1-Sep-28 $ 405,100.91 79.99
4767025 METAIRIE LA 70005 PUD 6.750 6.000 $1,971.74 360 1-Sep-28 $ 303,738.26 80.00
4767053 BRANDON MS 39042 SFD 6.500 6.000 $1,706.59 360 1-Aug-28 $ 269,510.50 68.01
4767085 REDONDO BEACH CA 90277 SFD 7.000 6.000 $2,874.11 360 1-Aug-28 $ 431,163.09 90.00
4767230 KINNELON NJ 07405 SFD 6.875 6.000 $4,072.96 360 1-Sep-28 $ 619,479.12 80.00
4767514 ANN ARBOR MI 48108 SFD 6.875 6.000 $2,359.04 360 1-Aug-28 $ 358,494.88 90.00
4767672 SOUTH JORDAN UT 84095 SFD 7.000 6.000 $1,661.60 360 1-Sep-28 $ 249,545.27 94.98
4767732 CHESTER NJ 07930 SFD 6.750 6.000 $1,879.64 360 1-Sep-28 $ 289,550.49 90.00 GD 5YR
4767765 ATLANTA GA 30010 SFD 6.875 6.000 $3,993.80 360 1-Jul-28 $ 606,408.95 70.00
4767797 RICHLAND MI 49083 SFD 6.500 6.000 $2,385.43 360 1-Jul-28 $ 376,370.90 75.00
4767881 WESTERVILLE OH 43082 SFD 6.750 6.000 $1,621.50 360 1-Sep-28 $ 249,784.75 68.14
4767947 MANASSAS VA 22111 SFD 7.000 6.000 $1,663.26 360 1-Sep-28 $ 249,795.07 65.36
4767962 EDINA MN 55436 SFD 6.375 6.000 $2,040.06 360 1-Sep-28 $ 326,697.13 65.79
4768119 VOORHEES NJ 08043 SFD 6.500 6.000 $1,896.21 360 1-Aug-28 $ 299,456.11 69.77
4768330 REDMOND WA 98053 SFD 6.750 6.000 $1,945.80 360 1-Sep-28 $ 299,741.70 71.26
4770555 FLEMINGTON NJ 08822 SFD 6.625 6.000 $1,879.96 360 1-Aug-28 $ 293,080.49 80.00 GD 4YR
4770603 SAINT CHARLES IL 60175 SFD 6.875 6.000 $2,069.33 360 1-Sep-28 $ 314,735.36 70.00
4770751 TAMPA FL 33618 SFD 6.500 6.000 $1,632.64 360 1-Aug-28 $ 257,831.71 90.00
4770875 SHOREWOOD MN 55331 SFD 7.125 6.000 $3,287.75 360 1-Aug-28 $ 487,217.18 80.00
4771022 DUBLIN OH 43016 SFD 6.375 6.000 $1,509.77 360 1-Sep-28 $ 241,775.86 77.96
4771130 TITUSVILLE NJ 08560 SFD 6.875 6.000 $1,681.74 360 1-Aug-28 $ 255,568.62 80.00
4771199 SOUTHLAKE TX 76092 SFD 7.375 6.000 $1,833.75 360 1-Jul-28 $ 264,890.18 79.99
4771400 MAPLEWOOD NJ 07040 SFD 7.000 6.000 $2,501.54 360 1-Aug-28 $ 375,381.79 80.00
4771491 THE WOODLANDS TX 77381 SFD 6.750 6.000 $2,010.66 360 1-Sep-28 $ 309,733.09 52.58
4771875 THE WOODLANDS TX 77382 SFD 7.000 6.000 $1,602.05 360 1-Sep-28 $ 240,602.62 79.75
4772082 LEBANON NJ 08833 SFD 6.500 6.000 $2,654.69 360 1-Sep-28 $ 419,620.31 77.78 GD 3YR
4772094 SIMSBURY CT 06070 SFD 6.875 6.000 $2,533.12 360 1-Sep-28 $ 385,276.05 80.00
4772203 GREEN OAKS IL 60031 SFD 7.250 6.000 $1,910.10 360 1-Aug-28 $ 279,561.82 71.53 GD 3YR
4772240 BRIDGEWATER NJ 08807 SFD 6.875 6.000 $2,826.11 360 1-Sep-28 $ 429,838.58 90.00 GD 3YR
4772360 ORANGE CA 92867 SFD 7.125 6.000 $2,316.25 360 1-Jul-28 $ 342,970.28 90.00
4772615 SPARTA NJ 07871 SFD 6.625 6.000 $2,351.23 360 1-Oct-28 $ 367,200.00 80.00 GD 3YR
4772644 ACTON MA 01720 LCO 6.875 6.000 $1,996.54 360 1-Sep-28 $ 303,664.67 80.24
4772941 SPRING TX 77379 SFD 7.500 6.000 $2,535.36 360 1-Oct-28 $ 362,600.00 90.00
4772962 SOUTHAMPTON NJ 08088 SFD 6.875 6.000 $1,773.71 360 1-Sep-28 $ 269,773.17 67.22
4773042 WELLINGTON FL 33414 SFD 7.125 6.000 $2,189.59 360 1-Jun-28 $ 323,919.61 80.00
4773071 DOWNINGTOWN PA 19335 SFD 6.750 6.000 $1,530.70 360 1-Sep-28 $ 235,796.80 80.00
4773167 MAHWAH NJ 07430 SFD 7.250 6.000 $1,792.76 360 1-Aug-28 $ 262,388.74 79.04
4773473 SAN JOSE CA 95128 SFD 7.500 6.000 $1,935.08 360 1-Aug-28 $ 276,337.93 87.86 GD 3YR
4773568 CINCINNATI OH 45241 SFD 6.750 6.000 $1,686.36 360 1-Sep-28 $ 259,776.14 78.79
4773659 BASKING RIDGE NJ 07920 SFD 6.625 6.000 $2,339.70 360 1-Sep-28 $ 365,077.61 70.00
4773668 WESTLAKE VILLAGE CA 91361 SFD 6.875 6.000 $3,498.15 360 1-Aug-28 $ 531,602.70 79.18 GD20YR
4773706 WESTPORT CT 06880 SFD 6.750 6.000 $2,918.70 360 1-Oct-28 $ 450,000.00 74.61 GD 5YR
4773827 COTO DE CAZA CA 92679 SFD 6.250 5.983 $3,817.45 360 1-Aug-28 $ 618,820.37 79.84
4774500 PHOENIX AZ 85024 SFD 7.125 6.000 $1,689.35 360 1-Aug-28 $ 250,347.77 90.00
4774510 BASKING RIDGE NJ 07920 SFD 6.500 6.000 $3,160.35 360 1-Sep-28 $ 499,547.98 38.46
4774654 ENGLISHTOWN NJ 07726 SFD 7.125 6.000 $1,664.09 360 1-Sep-28 $ 246,802.47 95.00
4774833 ROCHESTER HILLS MI 48309 SFD 7.125 6.000 $2,041.37 360 1-Sep-28 $ 302,757.69 84.87
4774871 EASTON CT 06612 SFD 6.750 6.000 $3,151.54 360 1-Jul-28 $ 484,637.87 75.00
4774984 CANTON CT 06019 SFD 6.750 6.000 $2,023.63 360 1-Jul-28 $ 311,189.57 80.00
4775071 DANVILLE CA 94526 SFD 6.750 6.000 $2,750.06 360 1-Aug-28 $ 423,267.83 80.00
4775367 RANDOLPH NJ 07869 SFD 6.625 6.000 $1,600.78 360 1-Aug-28 $ 249,557.64 56.11
4775411 MOUNTAIN LAKES NJ 07046 SFD 6.625 6.000 $1,653.61 360 1-Sep-28 $ 258,022.15 69.99 GD 5YR
4775539 SHELTON CT 06484 SFD 7.500 6.000 $2,057.09 360 1-Sep-28 $ 293,981.66 90.00
4775621 BEDMINSTER TOWNSHIPNJ 07921 SFD 6.750 6.000 $2,140.38 360 1-Aug-28 $ 329,430.14 76.39
4775647 STAMFORD CT 06903 SFD 7.000 6.000 $3,426.31 360 1-Sep-28 $ 514,577.86 75.07
4775705 TAMPA FL 33629 SFD 6.250 5.983 $1,677.83 360 1-Aug-28 $ 271,981.53 76.22
4775987 BROOKFIELD CT 06804 SFD 7.250 6.000 $2,547.93 360 1-Sep-28 $ 373,208.63 90.00
4776136 WESTFIELD NJ 07090 SFD 6.375 6.000 $1,642.03 360 1-Sep-28 $ 262,956.22 80.00
4776166 WHITE HOUSE STATIONNJ 08889 SFD 6.625 6.000 $1,716.04 360 1-Aug-28 $ 267,525.78 80.00 GD 5YR
4776278 CROTON ON HUDSON NY 10520 SFD 7.000 6.000 $2,604.66 360 1-Aug-28 $ 390,856.31 90.00
4776423 DALLAS TX 75225 SFD 6.750 6.000 $2,711.15 360 1-Aug-28 $ 417,278.18 61.65
4776604 DENVILLE NJ 07834 SFD 6.875 6.000 $2,878.01 360 1-Sep-28 $ 437,731.94 79.48
4776607 CHELMSFORD MA 01824 SFD 6.750 6.000 $1,850.46 360 1-Aug-28 $ 284,807.32 90.00
4776706 LAFAYETTE CA 94549 SFD 6.750 6.000 $5,242.30 360 1-Sep-28 $ 807,554.11 75.00 GD 4YR
4776745 WILMINGTON NC 28405 SFD 6.875 6.000 $2,460.20 360 1-Sep-28 $ 374,185.37 70.00
4776950 MORRIS NJ 07961 SFD 6.500 6.000 $2,781.10 360 1-Sep-28 $ 439,602.23 81.94
4776983 FAIRFAX STATION VA 22039 SFD 6.875 6.000 $2,496.33 360 1-Aug-28 $ 379,059.68 80.00
4777100 BETTENDORF IA 52722 SFD 6.750 6.000 $1,848.51 360 1-Aug-28 $ 284,507.85 78.08
4777101 CHANDLER AZ 85248 SFD 6.750 6.000 $1,792.08 360 1-Sep-28 $ 276,062.11 90.00
4777201 MONTVILLE NJ 07058 SFD 6.750 6.000 $1,852.40 360 1-Aug-28 $ 285,106.82 80.00
4777305 WESTFIELD NJ 07090 SFD 7.500 6.000 $1,727.06 360 1-Sep-28 $ 246,816.69 95.00
4777571 SIMI VALLEY CA 93065 SFD 6.750 6.000 $1,857.27 360 1-Aug-28 $ 285,855.51 74.11
4777789 BASKING RIDGE NJ 07920 SFD 7.000 6.000 $3,246.68 360 1-Aug-28 $ 487,197.64 80.00 GD 3YR
4778038 BELLE MEAD NJ 08502 SFD 6.875 6.000 $1,970.79 360 1-Sep-28 $ 299,747.96 74.94 GD 3YR
4778090 ATLANTA GA 30350 SFD 6.750 6.000 $1,621.50 360 1-Sep-28 $ 249,784.75 52.64
4778156 GERMANTOWN TN 38139 SFD 7.375 6.000 $2,118.31 360 1-Aug-28 $ 306,030.57 89.99
4778806 SANTA CLARA CA 95050 PUD 7.125 6.000 $1,920.10 360 1-Sep-28 $ 284,772.09 95.00 GD 3YR
4779009 RESTON VA 20194 SFD 6.875 6.000 $2,509.47 360 1-Aug-28 $ 381,356.30 80.00
4779046 LAFAYETTE CA 94549 SFD 6.750 6.000 $1,945.80 360 1-Oct-28 $ 300,000.00 40.27
4779060 SAN JOSE CA 95125 SFD 6.375 6.000 $2,149.24 360 1-Sep-28 $ 344,180.92 88.45 GD 3YR
4779066 EDISON NJ 08820 SFD 6.875 6.000 $2,207.29 360 1-Sep-28 $ 335,717.71 80.00
4779235 KIRKLAND WA 98033 SFD 7.000 6.000 $2,083.40 360 1-Aug-28 $ 312,635.12 79.99
4779275 AVON CT 06001 SFD 6.875 6.000 $1,995.43 360 1-Aug-28 $ 303,238.14 90.00
4779495 NESHANIC STATION NJ 08853 SFD 6.875 6.000 $1,996.41 360 1-Sep-28 $ 303,644.68 79.99
4779512 FORT LAUDERDALE FL 33327 SFD 6.750 6.000 $2,556.78 360 1-Aug-28 $ 393,519.29 84.99
4779667 MIDDLETOWN NJ 07748 SFD 6.500 6.000 $1,453.76 360 1-Sep-28 $ 229,792.07 60.53
4779783 SAN JOSE CA 95120 SFD 6.875 6.000 $2,627.72 360 1-Aug-28 $ 399,325.97 79.21
4780306 SIMI VALLEY CA 93065 SFD 6.875 6.000 $1,642.33 360 1-Aug-28 $ 249,278.72 72.01
4780331 BETHLEHEM TOWNSHIP NJ 08827 SFD 7.375 6.000 $1,721.51 360 1-Aug-28 $ 248,869.51 47.54
4780551 EL DORADO CA 95762 SFD 6.750 6.000 $2,158.22 360 1-Sep-28 $ 332,463.50 79.99
4780744 RARITAN NJ 08822 SFD 7.000 6.000 $1,819.61 360 1-Sep-28 $ 273,275.81 80.00
4780774 ANAHEIM CA 92807 SFD 6.625 6.000 $1,613.59 360 1-Sep-28 $ 251,777.66 80.00
4780867 BROOKFIELD CT 06804 SFD 6.875 6.000 $1,937.94 360 1-Aug-28 $ 294,502.90 69.41
4780912 HOCKESSIN DE 19707 SFD 6.750 6.000 $1,827.11 360 1-Sep-28 $ 281,457.45 80.00
4780970 FULLERTON CA 92831 SFD 6.625 6.000 $3,124.72 360 1-Oct-28 $ 488,000.00 80.00
4781354 BROOKFIELD WI 53045 SFD 7.250 6.000 $1,862.34 360 1-Aug-28 $ 272,572.79 79.59
4781796 ESCONDIDO CA 92027 SFD 6.750 6.000 $1,722.68 360 1-Sep-28 $ 265,371.32 80.00
4781980 CINCINNATI OH 45242 SFD 6.875 6.000 $3,925.81 360 1-Aug-28 $ 596,593.00 80.00
4782276 HOPKINTON MA 01748 SFD 7.000 6.000 $1,862.85 360 1-Aug-28 $ 279,539.62 70.99
4782293 ROCHESTER HILLS MI 48309 SFD 7.000 6.000 $1,681.22 360 1-Aug-28 $ 252,284.51 95.00
4782796 MOORESTOWN NJ 08057 SFD 6.625 6.000 $1,920.94 360 1-Aug-28 $ 299,469.16 85.71
4782834 SIMI VALLEY CA 93065 SFD 7.250 6.000 $1,878.72 360 1-Aug-28 $ 274,969.02 95.00
4782961 NEW CANAAN CT 06840 SFD 6.375 6.000 $3,119.35 360 1-Oct-28 $ 500,000.00 67.11
4782980 MARIETTA GA 30066 SFD 6.500 6.000 $1,699.00 360 1-Oct-28 $ 268,800.00 80.00
4783022 LIVERMORE CA 94550 PUD 7.125 6.000 $1,673.52 360 1-Aug-28 $ 247,970.36 92.00
4783028 PALM HARBOR FL 34685 SFD 7.000 6.000 $1,624.34 360 1-Sep-28 $ 243,949.87 94.86
4783040 DULUTH GA 30198 SFD 6.000 5.733 $2,697.98 360 1-Sep-28 $ 449,552.02 66.67
4783042 BENTONVILLE AR 72712 SFD 6.750 6.000 $1,611.77 360 1-Sep-28 $ 248,286.04 71.31
4783113 CHARLOTTE NC 28277 SFD 6.625 6.000 $2,721.33 360 1-Sep-28 $ 424,625.02 65.89 GD 3YR
4783157 MEDWAY MA 02053 SFD 6.625 6.000 $1,660.01 360 1-Sep-28 $ 259,021.27 85.00
4783206 EL SEGUNDO CA 90245 SFD 6.625 6.000 $1,920.94 360 1-Sep-28 $ 299,735.31 68.65
4783518 LAKE FOREST IL 60045 SFD 6.750 6.000 $3,473.25 360 1-Sep-28 $ 535,038.94 70.00
4783547 EDEN PRAIRIE MN 55347 SFD 6.875 6.000 $2,001.01 360 1-Sep-28 $ 304,344.09 80.00 GD 2YR
4783658 CLIVE IA 50325 SFD 6.750 6.000 $2,107.95 360 1-Aug-28 $ 324,438.78 68.42
4783724 SOUTHLAKE TX 76092 SFD 6.625 6.000 $2,353.15 360 1-Aug-28 $ 366,849.73 55.06
4783742 MONTCLAIR NJ 07042 SFD 6.875 6.000 $1,681.74 360 1-Aug-28 $ 255,468.05 80.00
4783841 DANVILLE CA 94506 SFD 7.125 6.000 $3,006.47 360 1-Aug-28 $ 445,534.16 85.00 GD 5YR
4783842 ALPHARETTA GA 30004 SFD 6.750 6.000 $1,803.11 360 1-Sep-28 $ 277,760.64 79.85
4783849 WHITEFISH BAY WI 53217 SFD 6.875 6.000 $2,299.26 360 1-Oct-28 $ 350,000.00 58.33
4783858 MORRISTOWN NJ 07960 SFD 7.125 6.000 $2,091.23 360 1-Sep-28 $ 310,151.77 80.00
4784000 BOXFORD MA 01921 SFD 6.750 6.000 $2,270.10 360 1-Sep-28 $ 349,698.65 56.04
4784098 SUNNYVALE CA 94087 SFD 6.750 6.000 $2,594.40 360 1-Sep-28 $ 399,655.60 80.00 GD 3YR
4784133 NEWTOWN CT 06482 SFD 6.750 6.000 $1,971.74 360 1-Sep-28 $ 303,738.26 80.00
4784152 PLEASANTON CA 94566 SFD 7.625 6.000 $2,229.56 360 1-Sep-28 $ 314,772.00 90.00 GD 3YR
4784356 WATCHUNG NJ 07060 SFD 6.500 6.000 $2,623.09 360 1-Aug-28 $ 414,247.62 58.04
4784437 NOVATO CA 94949 SFD 6.875 6.000 $2,701.30 360 1-Aug-28 $ 410,507.08 80.00 GD 6YR
4784532 SIMI VALLEY CA 93065 SFD 6.875 6.000 $2,044.37 360 1-Sep-28 $ 310,938.55 80.00
4784607 FLORHAM PARK NJ 07932 SFD 6.500 6.000 $2,085.83 360 1-Sep-28 $ 329,701.67 33.50
4784651 PHOENIX MD 21131 SFD 6.625 6.000 $1,600.78 360 1-Aug-28 $ 249,557.64 61.73
4784686 LEBANON NJ 08833 SFD 6.875 6.000 $1,537.22 360 1-Aug-28 $ 233,605.69 90.00
4785006 JENISON MI 49428 SFD 7.000 6.000 $2,062.44 360 1-Aug-28 $ 309,490.30 75.61
4785018 POUND RIDGE NY 10576 SFD 6.625 6.000 $2,510.02 360 1-Sep-28 $ 391,654.15 70.00
4785189 SCARBOROUGH ME 04074 SFD 6.625 6.000 $1,869.71 360 1-Sep-28 $ 291,742.37 80.00
4785236 HALF MOON BAY CA 94019 SFD 7.125 6.000 $3,968.21 360 1-Aug-28 $ 588,055.16 89.92
4785278 TYNGSBOROUGH MA 01879 SFD 6.875 6.000 $1,803.27 360 1-Aug-28 $ 274,037.46 90.00
4785293 MORRISTOWN NJ 07960 SFD 6.500 6.000 $2,528.28 360 1-Sep-28 $ 399,638.39 60.15
4785414 ARGYLE TX 76226 SFD 6.750 6.000 $1,709.71 360 1-Aug-28 $ 263,144.80 80.00
4785427 RIDGEWOOD NJ 07450 SFD 6.750 6.000 $3,891.59 360 1-Aug-28 $ 598,963.91 80.00
4785644 COS COB CT 06807 SFD 6.625 6.000 $1,792.88 360 1-Sep-28 $ 279,752.95 20.74
4785646 BELMONT CA 94002 SFD 6.625 6.000 $2,003.06 360 1-Oct-28 $ 312,825.00 75.00
4785729 RIDGEFIELD CT 06877 SFD 6.500 6.000 $1,896.21 360 1-Aug-28 $ 299,455.84 89.55
4785958 WESTERVILLE OH 43082 SFD 6.500 6.000 $1,479.04 360 1-Aug-28 $ 233,533.74 75.73
4785963 SPARTA NJ 07871 SFD 7.125 6.000 $2,021.16 360 1-Sep-28 $ 299,731.25 77.94
4786078 RIDGEFIELD CT 06877 SFD 7.000 6.000 $2,316.92 360 1-Sep-28 $ 347,964.54 70.00
4786094 ROSWELL GA 30076 SFD 6.250 5.983 $2,093.44 360 1-Aug-28 $ 339,353.10 80.00
4786109 BASKING RIDGE NJ 07920 SFD 6.500 6.000 $2,190.12 360 1-Oct-28 $ 346,500.00 90.00
4786282 MARBLEHEAD MA 01945 SFD 6.875 6.000 $1,623.93 360 1-Sep-28 $ 246,992.32 80.00
4786317 HERNDON VA 20171 SFD 7.250 6.000 $2,387.62 360 1-Sep-28 $ 349,726.96 81.87
4786670 POMONA NY 10970 SFD 6.125 5.858 $1,560.35 360 1-Sep-28 $ 256,550.40 80.00
4787039 LOVELAND OH 45140 SFD 6.625 6.000 $2,196.27 360 1-Oct-28 $ 343,000.00 79.99
4787157 GLADWYNE PA 19035 SFD 6.750 6.000 $1,504.75 360 1-Sep-28 $ 231,800.25 67.64
4787223 LAFAYETTE CA 94549 SFD 6.625 6.000 $3,201.56 360 1-Sep-28 $ 499,558.86 60.61
4787229 BERKELEY CA 94708 SFD 6.875 6.000 $2,625.09 360 1-Oct-28 $ 399,600.00 90.00
4787284 RIDGEFIELD CT 06877 SFD 6.750 6.000 $1,945.80 360 1-Jul-28 $ 299,220.74 53.57
4787293 PLANO TX 75093 SFD 6.875 6.000 $3,283.01 360 1-Sep-28 $ 499,330.14 69.99
4787335 FRISCO TX 75034 SFD 7.125 6.000 $2,277.17 360 1-Aug-28 $ 337,457.81 89.99
4787352 WHEATON IL 60187 SFD 7.375 6.000 $1,737.74 360 1-Sep-28 $ 251,408.55 80.00
4787481 LONG VALLEY NJ 07853 SFD 6.500 6.000 $1,800.13 360 1-Sep-28 $ 284,542.54 80.00
4787489 GRANITE BAY CA 95746 SFD 7.750 6.000 $2,075.81 360 1-Sep-28 $ 289,545.49 95.00
4787699 MODESTO CA 95355 SFD 6.875 6.000 $1,602.91 360 1-Sep-28 $ 243,795.01 80.00
4787731 ALPHARETTA GA 30005 SFD 6.875 6.000 $2,246.04 360 1-Sep-28 $ 341,612.76 90.00
4787762 NAPERVILLE IL 60565 SFD 7.375 6.000 $1,830.29 360 1-Aug-28 $ 264,591.74 85.48
4787780 NEW MILFORD CT 06776 SFD 6.750 6.000 $1,681.17 360 1-Sep-28 $ 258,976.83 90.00
4787793 BRANCHBURG NJ 08876 SFD 6.750 6.000 $1,692.85 360 1-Sep-28 $ 260,775.28 90.03
4787834 LOUISVILLE KY 40205 SFD 6.750 6.000 $1,666.90 360 1-Sep-28 $ 256,778.73 76.31
4787930 TITUSVILLE NJ 08560 SFD 6.500 6.000 $3,476.38 360 1-Aug-28 $ 549,002.88 75.03
4787935 SIMSBURY CT 06070 SFD 6.750 6.000 $2,270.10 360 1-Aug-28 $ 349,395.60 70.00
4788218 SKILLMAN NJ 08558 SFD 7.000 6.000 $2,494.89 360 1-Oct-28 $ 375,000.00 87.10
4788240 CHESHIRE CT 06410 SFD 6.750 6.000 $1,880.94 360 1-Aug-28 $ 289,499.22 84.06
4788324 STOW MA 01775 SFD 6.750 6.000 $1,944.76 360 1-Sep-28 $ 299,581.84 80.00
4788440 SARATOGA CA 95070 SFD 6.625 6.000 $3,688.20 360 1-Aug-28 $ 574,980.79 80.00
4788450 COPPELL TX 75019 SFD 6.625 6.000 $1,920.94 360 1-Aug-28 $ 299,469.16 75.96
4788479 NIWOT CO 80503 SFD 6.875 6.000 $3,941.58 360 1-Aug-28 $ 598,988.95 66.70
4788560 LAS FLORES CA 90265 SFD 6.500 6.000 $1,997.34 360 1-Sep-28 $ 315,714.33 80.00
4788582 COLLIERVILLE TN 38017 SFD 6.375 6.000 $1,645.15 360 1-Aug-28 $ 263,210.22 90.00
4788590 BELLEVUE WA 98006 SFD 6.500 6.000 $2,212.24 360 1-Oct-28 $ 350,000.00 72.16
4788595 FAIRFAX STATION VA 22039 SFD 6.875 6.000 $1,681.74 360 1-Sep-28 $ 255,784.93 67.37
4788690 PARKLAND FL 33067 SFD 6.875 6.000 $2,608.01 360 1-Sep-28 $ 396,666.47 69.89
4788946 LINCOLN PARK NJ 07035 LCO 6.750 6.000 $ 707.63 360 1-Aug-28 $ 108,911.59 74.98
4788962 CUMMING GA 30041 SFD 7.250 6.000 $1,780.49 360 1-Aug-28 $ 260,591.54 94.99
4789050 NORTH OAKS MN 55127 SFD 6.750 6.000 $1,530.70 360 1-Sep-28 $ 235,796.80 80.00
4789090 EAST NORTHPORT NY 11731 SFD 6.750 6.000 $1,621.50 360 1-Sep-28 $ 249,784.75 80.00
4789110 HARRISBURG PA 17111 SFD 6.750 6.000 $1,659.77 360 1-Sep-28 $ 255,679.67 79.99
4789153 SIMSBURY CT 06070 SFD 6.500 6.000 $1,887.36 360 1-Aug-28 $ 298,033.06 80.00
4789345 DALLAS TX 75420 SFD 7.000 6.000 $1,796.32 360 1-Sep-28 $ 269,778.68 80.00
4789377 NORTH OAKS MN 55127 SFD 6.625 6.000 $1,972.16 360 1-Sep-28 $ 307,728.26 80.00
4789563 MIDDLETON MA 01949 SFD 6.750 6.000 $2,334.96 360 1-Sep-28 $ 359,690.04 80.00
4789651 CHESTER NJ 07930 SFD 7.125 6.000 $3,175.91 360 1-Oct-28 $ 471,400.00 74.99 GD 3YR
4789704 KENT WA 98042 SFD 7.000 6.000 $1,586.09 360 1-Aug-28 $ 238,008.02 90.00 GD 6YR
4789828 DARIEN CT 06820 SFD 6.750 6.000 $2,573.64 360 1-Aug-28 $ 396,114.80 80.00
4789984 CINCINNATI OH 45249 SFD 6.750 6.000 $1,997.69 360 1-Aug-28 $ 307,468.13 80.00
4790073 SHERBORN MA 01770 SFD 6.750 6.000 $2,140.38 360 1-Aug-28 $ 329,430.14 60.00
4790096 ALPHARETTA GA 30005 SFD 6.375 6.000 $1,731.87 360 1-Sep-28 $ 277,342.88 80.00
4790131 WEST BLOOMFIELD MI 48323 SFD 7.375 6.000 $1,627.24 360 1-Aug-28 $ 235,240.34 95.00
4790172 BENICIA CA 94510 SFD 6.750 6.000 $2,130.65 360 1-Oct-28 $ 328,500.00 90.02 GD 3YR
4790193 SOUTHBURY CT 06488 SFD 6.875 6.000 $1,507.66 360 1-Sep-28 $ 229,307.18 90.00
4790251 FRANKLIN MA 02038 SFD 6.750 6.000 $2,464.68 360 1-Sep-28 $ 379,672.82 79.90
4790340 BRIDGEWATER NJ 08807 SFD 6.500 6.000 $3,337.32 360 1-Sep-28 $ 527,522.68 80.00
4790371 CINCINNATI OH 45244 SFD 7.000 6.000 $2,075.75 360 1-Aug-28 $ 311,487.01 80.00
4790383 WOODBURY MN 55125 SFD 6.875 6.000 $1,628.53 360 1-Sep-28 $ 247,691.73 79.99
4790391 LAKE FOREST IL 60045 SFD 6.500 6.000 $2,351.30 360 1-Aug-28 $ 371,325.58 80.00
4790527 SANDY UT 84092 SFD 6.750 6.000 $1,686.36 360 1-Aug-28 $ 259,551.02 75.69 GD 4YR
4790560 PALM HARBOR FL 34685 SFD 6.625 6.000 $2,189.55 360 1-Sep-28 $ 341,648.30 70.00
4790602 MAPLE VALLEY WA 98038 SFD 7.000 6.000 $1,563.47 360 1-Sep-28 $ 234,807.36 71.43
4790627 STOCKTON NJ 08559 SFD 7.500 6.000 $2,517.18 360 1-Oct-28 $ 360,000.00 80.00
4790652 DEL MAR CA 92014 SFD 6.500 6.000 $4,222.22 360 1-Aug-28 $ 666,788.95 80.00 GD 5YR
4790665 MARIETTA GA 30062 SFD 7.000 6.000 $1,995.91 360 1-Aug-28 $ 299,506.75 74.66
4790682 CHADDS FORD PA 19317 SFD 7.125 6.000 $2,417.31 360 1-Sep-28 $ 358,513.07 80.00
4790698 KATY TX 77450 SFD 6.875 6.000 $1,786.85 360 1-Aug-28 $ 271,541.65 79.77
4790781 PACIFIC PALISADES CA 90272 SFD 6.750 6.000 $5,188.79 360 1-Aug-28 $ 798,618.55 62.75
4790790 BROOMFIELD CO 80020 SFD 6.625 6.000 $2,049.00 360 1-Sep-28 $ 319,717.67 68.09
4790824 HONOLULU HI 96821 SFD 6.625 6.000 $4,162.03 360 1-Aug-28 $ 648,849.86 46.43
4790858 COLUMBIA MO 65203 SFD 7.000 6.000 $1,643.30 360 1-Aug-28 $ 246,593.88 95.00
4790863 RIDGEFIELD CT 06877 SFD 7.000 6.000 $1,729.79 360 1-Sep-28 $ 259,786.88 80.00
4790944 SCOTTSDALE AZ 85259 SFD 6.375 6.000 $1,559.68 360 1-Aug-28 $ 249,535.66 60.90
4790993 FARMINGTON CT 06032 SFD 6.875 6.000 $2,010.21 360 1-Aug-28 $ 305,484.36 90.00
4791057 POWAY CA 92064 SFD 7.000 6.000 $2,725.08 360 1-Aug-28 $ 408,926.54 80.00 GD 6YR
4791180 NAPERVILLE IL 60564 SFD 6.750 6.000 $1,633.18 360 1-Aug-28 $ 251,365.18 86.29
4791186 AUSTIN TX 78726 SFD 6.625 6.000 $1,469.52 360 1-Sep-28 $ 229,297.51 79.99
4791280 DUNWOODY GA 30338 SFD 6.750 6.000 $1,608.53 360 1-Aug-28 $ 247,571.74 80.00
4791290 MONTVILLE NJ 07045 SFD 7.000 6.000 $2,014.87 360 1-Oct-28 $ 302,850.00 90.00 GD 3YR
4791373 ALPHARETTA GA 30022 SFD 7.625 6.000 $1,875.66 360 1-Sep-28 $ 264,808.19 86.89
4791397 ROCHESTER MI 48317 SFD 6.500 6.000 $2,947.97 360 1-Aug-28 $ 465,554.44 80.00 GD 3YR
4791810 ISSAQUAH WA 98027 SFD 6.625 6.000 $2,919.82 360 1-Aug-28 $ 455,193.14 80.00
4792127 MARLTON NJ 08053 SFD 7.000 6.000 $1,888.13 360 1-Sep-28 $ 283,511.75 79.99
4792253 SUMMIT NJ 07901 SFD 6.750 6.000 $2,853.84 360 1-Aug-28 $ 439,240.19 80.00
4792415 CINCINNATI OH 45220 LCO 7.000 6.000 $2,481.92 360 1-Aug-28 $ 372,436.62 90.00
4792515 MIAMI FL 33138 SFD 6.750 6.000 $2,321.99 360 1-Aug-28 $ 357,381.79 80.00
4792576 EATONTOWN NJ 07724 SFD 7.250 6.000 $1,964.67 360 1-Sep-28 $ 287,775.33 90.00
4792587 REDONDO BEACH CA 90278 LCO 7.500 6.000 $1,903.62 360 1-Aug-28 $ 271,844.62 90.00
4792608 RANCHO SANTA MARGARCA 92688 SFD 7.125 6.000 $2,194.98 360 1-Sep-28 $ 325,539.46 90.00
4792632 BRANCHBURG NJ 08876 SFD 6.750 6.000 $1,852.40 360 1-Aug-28 $ 284,127.93 80.00 GD 3YR
4792663 RADNOR TOWNSHIP PA 19087 SFD 6.750 6.000 $1,880.94 360 1-Jul-28 $ 289,246.71 66.32
4792699 CASTLE ROCK CO 80104 SFD 6.250 5.983 $3,521.60 360 1-Sep-28 $ 571,407.31 79.99
4792795 SARATOGA CA 95070 SFD 6.750 6.000 $4,202.92 360 1-Aug-28 $ 646,870.91 80.00 GD 5YR
4792879 SPARTA NJ 07871 SFD 6.625 6.000 $2,817.37 360 1-Sep-28 $ 439,611.80 77.90
4792906 CHICAGO IL 60611 LCO 6.625 6.000 $4,001.95 360 1-Aug-28 $ 623,894.10 67.57
4792912 SAINT CHARLES IL 60174 SFD 6.750 6.000 $2,302.53 360 1-Aug-28 $ 354,386.98 79.78 GD 3YR
4793150 HOUSTON TX 77024 SFD 6.750 6.000 $3,048.42 360 1-Aug-28 $ 469,188.38 79.98
4793240 REDONDO BEACH CA 90278 SFD 7.125 6.000 $1,827.13 360 1-Aug-28 $ 270,764.95 80.00
4793259 GERMANTOWN TN 38139 SFD 6.750 6.000 $2,691.68 360 1-Jul-28 $ 413,922.04 67.48
4793281 DUXBURY MA 02332 SFD 6.750 6.000 $1,976.93 360 1-Aug-28 $ 304,273.66 80.00
4793559 MARIETTA GA 30067 SFD 6.625 6.000 $3,201.56 360 1-Sep-28 $ 499,558.86 68.78
4793565 RESTIN VA 20190 SFD 6.875 6.000 $1,619.33 360 1-Jul-28 $ 245,875.16 79.52
4793593 SHOREWOOD WI 54454 SFD 6.750 6.000 $1,783.65 360 1-Aug-28 $ 263,824.45 64.71
4794000 LAKE FOREST IL 60045 SFD 6.625 6.000 $1,920.94 360 1-Sep-28 $ 299,635.31 42.11
4794008 RANDOLPH NJ 07869 SFD 6.750 6.000 $1,842.02 360 1-Aug-28 $ 283,509.58 80.00
4794071 THE WOODLANDS TX 77381 SFD 6.750 6.000 $1,891.32 360 1-Aug-28 $ 291,096.45 78.39
4794122 MORAGA CA 94556 SFD 6.875 6.000 $2,890.49 360 1-Aug-28 $ 439,258.57 77.88 GD 3YR
4794126 PRINCETON NJ 08540 SFD 6.625 6.000 $2,561.25 360 1-Sep-28 $ 399,647.08 37.21 GD 3YR
4794229 PHOENIX AZ 85024 SFD 6.750 6.000 $1,499.24 360 1-Jul-28 $ 230,549.57 94.99
4794232 NEW CANAAN CT 06840 SFD 6.500 6.000 $2,686.29 360 1-Aug-28 $ 424,229.50 50.06
4794288 APEX NC 27502 SFD 6.375 6.000 $1,553.75 360 1-Sep-28 $ 248,819.33 70.00
4794398 HOBOKEN NJ 07030 LCO 7.625 6.000 $1,949.27 360 1-Aug-28 $ 275,000.07 95.00 GD 3YR
4794446 FLOWER MOUND TX 75028 SFD 6.500 6.000 $2,365.52 360 1-Aug-28 $ 373,571.51 80.00
4794465 LONG VALLEY NJ 07853 SFD 7.000 6.000 $2,155.59 360 1-Sep-28 $ 323,734.41 80.00 GD 3YR
4794669 BERKLEY HEIGHTS NJ 07974 SFD 6.875 6.000 $2,627.72 360 1-Oct-28 $ 400,000.00 87.53
4794781 SARATOGA CA 95070 SFD 7.000 6.000 $8,312.96 360 1-Aug-28 $1,247,445.61 70.00
4794783 MENDHAM NJ 07945 SFD 6.625 6.000 $1,792.88 360 1-Aug-28 $ 279,353.71 54.63
4794804 ISSAQUAH WA 98029 SFD 6.875 6.000 $2,449.04 360 1-Aug-28 $ 372,135.00 80.00
4794874 HO HO KUS NJ 07423 SFD 6.625 6.000 $3,041.48 360 1-Sep-28 $ 474,580.92 56.55
4794943 NEW YORK NY 10011 COP 7.000 6.000 $2,927.34 360 1-Sep-28 $ 439,639.33 80.00
4794951 TACOMA WA 98422 MF2 6.750 6.000 $1,967.20 360 1-Aug-28 $ 302,776.25 90.00
4795028 DOWNINGTOWN PA 19335 SFD 7.000 6.000 $1,809.63 360 1-Aug-28 $ 270,977.36 80.00
4795146 ROSWELL GA 30076 SFD 7.000 6.000 $2,343.20 360 1-Oct-28 $ 352,200.00 79.99
4795203 SANTA ANA CA 92705 SFD 7.750 6.000 $2,056.82 360 1-Aug-28 $ 286,693.43 90.00
4795253 FOLSOM CA 95630 SFD 7.000 6.000 $2,099.70 360 1-Sep-28 $ 315,341.30 79.92
4795292 NORTH ANDOVER MA 01845 SFD 6.625 6.000 $2,465.20 360 1-Sep-28 $ 384,660.32 67.54
4795323 CHICAGO IL 60657 LCO 6.625 6.000 $1,984.97 360 1-Jul-28 $ 309,174.93 73.63
4795376 WOODBURY MN 55125 SFD 6.875 6.000 $2,349.18 360 1-Sep-28 $ 357,299.57 80.00
4795424 PORTAGE MI 49024 SFD 6.875 6.000 $2,435.90 360 1-Sep-28 $ 370,488.48 90.00
4795447 VICTOR NY 14564 SFD 6.750 6.000 $2,497.11 360 1-Aug-28 $ 384,335.17 79.38
4795482 COCONUT GROVE FL 33133 SFD 6.625 6.000 $1,613.59 360 1-Sep-28 $ 251,777.66 80.00
4795593 RANDOLPH NJ 07869 SFD 7.000 6.000 $2,574.73 360 1-Aug-28 $ 386,344.01 90.00
4795628 JAMESTOWN NC 27282 SFD 6.625 6.000 $1,677.62 360 1-Sep-28 $ 261,768.84 80.00
4795736 RANDOLPH NJ 07869 SFD 6.750 6.000 $2,075.52 360 1-Sep-28 $ 319,724.48 84.21
4795819 VALENCIA CA 91354 SFD 6.750 6.000 $2,724.12 360 1-Sep-28 $ 419,638.38 80.00
4795854 ROBBINSVILLE NJ 08691 SFD 6.750 6.000 $1,747.65 360 1-Sep-28 $ 269,218.01 89.99
4795877 STERLING VA 20165 SFD 6.750 6.000 $1,740.84 360 1-Sep-28 $ 268,168.91 80.00
4795913 SALEM CT 06420 SFD 6.750 6.000 $1,634.47 360 1-Aug-28 $ 251,564.84 80.00
4795945 SANTA ROSA CA 95401 SFD 7.375 6.000 $1,787.82 360 1-Sep-28 $ 258,653.03 94.99 GD 6YR
4795946 WOODBURY MN 55125 SFD 7.000 6.000 $2,604.66 360 1-Sep-28 $ 391,179.09 90.00
4795983 AUSTIN TX 78746 SFD 7.000 6.000 $3,028.46 360 1-Sep-28 $ 454,826.87 80.00
4796030 SIMSBURY CT 06092 SFD 6.750 6.000 $3,787.82 360 1-Aug-28 $ 582,991.53 80.00
4796046 REDMOND WA 98053 SFD 6.750 6.000 $2,270.10 360 1-Oct-28 $ 350,000.00 50.34
4796069 REDDING CT 06896 SFD 6.750 6.000 $3,038.04 360 1-Sep-28 $ 467,996.71 80.00
4796098 BOXFORD MA 01921 SFD 6.750 6.000 $2,334.31 360 1-Aug-28 $ 359,278.51 80.00
4796290 SUDBURY MA 01776 SFD 6.750 6.000 $2,594.40 360 1-Aug-28 $ 399,309.26 60.38
4796299 YORBA LINDA CA 92887 SFD 7.000 6.000 $3,124.27 360 1-Oct-28 $ 469,600.00 80.00
4796320 SALEM CT 06420 SFD 6.750 6.000 $1,619.55 360 1-Aug-28 $ 249,268.81 84.99
4796339 LAKE WORTH FL 33467 SFD 6.875 6.000 $ 886.86 360 1-Aug-28 $ 134,772.51 71.05
4796346 CHESHIRE CT 06410 SFD 6.625 6.000 $1,895.33 360 1-Sep-28 $ 295,738.84 80.00
4796358 BROOKFIELD WI 53045 SFD 6.750 6.000 $1,786.89 360 1-Sep-28 $ 275,262.80 71.47
4796383 CHARLOTTE NC 28269 SFD 6.500 6.000 $1,553.00 360 1-Sep-28 $ 245,477.88 80.00
4796489 TOWN OF BROOKHAVEN EAS 11733 SFD 6.875 6.000 $2,181.01 360 1-Aug-28 $ 331,440.55 80.00
4796536 SILVER SPRING MD 20906 SFD 7.000 6.000 $1,630.00 360 1-Sep-28 $ 244,799.17 76.56 GD 6YR
4796590 NORWALK CT 06851 SFD 6.625 6.000 $2,709.80 360 1-Sep-28 $ 422,826.62 80.00
4796592 NORTH ANDOVER MA 01845 SFD 6.750 6.000 $2,101.46 360 1-Sep-28 $ 323,721.04 80.00
4796659 NEWHALL CA 91321 SFD 6.875 6.000 $2,154.73 360 1-Sep-28 $ 327,724.44 80.00
4796691 HOLLISTON MA 01742 SFD 6.625 6.000 $1,543.15 360 1-Sep-28 $ 240,787.37 70.26
4796745 DALLAS TX 75209 SFD 6.750 6.000 $2,013.90 360 1-Sep-28 $ 310,232.66 90.00
4796802 DANBURY CT 06811 SFD 7.250 6.000 $1,795.83 360 1-Aug-28 $ 262,838.04 90.00
4796808 FLEMINGTON NJ 08822 SFD 6.500 6.000 $2,346.56 360 1-Sep-28 $ 370,914.38 90.00
4796856 STAMFORD CT 06905 LCO 6.875 6.000 $1,903.46 360 1-Sep-28 $ 289,506.57 95.00
4796889 CHESTER SPRINGS PA 19425 SFD 6.625 6.000 $2,252.92 360 1-Oct-28 $ 351,847.00 79.60 GD 2YR
4796896 SAN JOSE CA 95120 SFD 6.750 6.000 $3,243.00 360 1-Aug-28 $ 499,136.58 62.50
4796915 TEWKSBURY TOWNSHIP NJ 08833 SFD 6.750 6.000 $3,175.54 360 1-Aug-28 $ 488,754.55 80.00
4796951 WILMINGTON DE 19803 SFD 6.875 6.000 $1,723.79 360 1-Aug-28 $ 261,957.82 80.00
4797060 INDIANAPOLIS IN 46236 SFD 7.000 6.000 $3,083.68 360 1-Aug-28 $ 462,737.92 72.59
4797070 NEWTOWN PA 18940 SFD 6.500 6.000 $4,108.45 360 1-Sep-28 $ 649,412.38 55.90 GD 3YR
4797143 MEMPHIS TN 38120 SFD 7.125 6.000 $3,772.82 360 1-Aug-28 $ 559,101.70 80.00
4797248 CLIFTON VA 20124 SFD 6.750 6.000 $2,075.51 360 1-Aug-28 $ 319,447.43 61.54
4797285 ROCKAWAY NJ 07866 SFD 6.625 6.000 $1,577.73 360 1-Aug-28 $ 245,964.00 80.00
4797415 FAIRFIELD CA 94533 SFD 6.750 6.000 $1,940.93 360 1-Sep-28 $ 298,992.35 95.00
4797447 TUSTIN CA 92782 SFD 6.500 6.000 $2,649.63 360 1-Aug-28 $ 418,440.02 79.85
4797523 CAMARILLO CA 93012 SFD 6.500 6.000 $3,286.76 360 1-Sep-28 $ 519,529.91 80.00 GD 4YR
4797526 DUBLIN CA 94568 SFD 6.375 6.000 $2,302.08 360 1-Oct-28 $ 369,000.00 77.04
4797563 MARIETTA GA 30068 SFD 6.875 6.000 $2,354.44 360 1-Sep-28 $ 358,098.89 80.00
4797592 MARIETTA GA 30067 SFD 6.875 6.000 $1,773.71 360 1-Aug-28 $ 269,545.04 62.21
4797691 WILDWOOD MO 63038 SFD 7.000 6.000 $1,866.18 360 1-Aug-28 $ 280,038.80 71.01
4797708 DOWNINGTOWN PA 19335 SFD 6.625 6.000 $1,920.94 360 1-Aug-28 $ 299,469.16 60.61
4797711 BERNARDS NJ 07920 SFD 6.375 6.000 $2,074.37 360 1-Sep-28 $ 332,192.04 70.00
4797763 SAN JOSE CA 95127 SFD 6.500 6.000 $3,065.53 360 1-Oct-28 $ 485,000.00 67.83
4797918 DENVILLE NJ 07834 SFD 6.750 6.000 $2,381.66 360 1-Oct-28 $ 367,200.00 90.00
4797955 ANNAPOLIS MD 21401 SFD 6.875 6.000 $1,905.10 360 1-Sep-28 $ 289,756.36 72.50
4798144 BOCA RATON FL 33498 SFD 6.625 6.000 $1,562.36 360 1-Sep-28 $ 243,784.72 80.00
4798167 ALPHARETTA GA 30004 SFD 7.125 6.000 $2,020.49 360 1-Aug-28 $ 299,417.75 94.99 GD 2YR
4798210 HOUSTON TX 77005 SFD 6.875 6.000 $2,496.33 360 1-Sep-28 $ 379,680.75 58.46
4798246 WILDWOOD MO 63005 SFD 6.875 6.000 $2,144.22 360 1-Sep-28 $ 326,125.78 80.00
4798267 MORRISVILLE NC 27560 SFD 6.500 6.000 $2,036.53 360 1-Aug-28 $ 321,615.86 90.00
4798280 LAGUNA BEACH CA 92651 SFD 7.125 6.000 $2,425.05 360 1-Sep-28 $ 359,662.15 89.99
4798320 PERINTON NY 14450 SFD 6.750 6.000 $2,250.64 360 1-Oct-28 $ 347,000.00 73.52
4798352 LONGMONT CO 80501 SFD 6.625 6.000 $1,600.78 360 1-Sep-28 $ 249,779.43 62.34
4798353 CARLISLE MA 01741 SFD 6.875 6.000 $2,887.21 360 1-Sep-28 $ 439,130.76 60.00 GD 1YR
4798468 PARK CITY UT 84098 SFD 7.125 6.000 $1,695.42 360 1-Sep-28 $ 251,304.67 95.00
4798572 WESTLAKE VILLAGE CA 91361 SFD 6.750 6.000 $3,735.93 360 1-Aug-28 $ 575,005.35 80.00
4798661 GREAT FALLS VA 22066 SFD 6.625 6.000 $4,162.02 360 1-Sep-28 $ 649,426.52 69.36
4798694 CINCINNATI OH 45226 SFD 7.625 6.000 $1,802.05 360 1-Sep-28 $ 254,415.72 95.00
4798701 SAN RAMON CA 94583 SFD 6.750 6.000 $2,489.32 360 1-Sep-28 $ 383,469.56 79.63
4798741 FALLS CHURCH VA 22046 SFD 6.750 6.000 $2,539.27 360 1-Aug-28 $ 390,823.94 90.00
4798783 AGOURA HILLS CA 91301 SFD 7.000 6.000 $2,654.56 360 1-Sep-28 $ 398,672.94 89.56 GD 4YR
4798791 MALVERN PA 19355 SFD 7.000 6.000 $2,160.91 360 1-Sep-28 $ 324,533.76 80.00
4798959 LOS GATOS CA 95032 SFD 6.875 6.000 $2,470.06 360 1-Aug-28 $ 375,366.41 80.00
4798984 RICHMOND VA 23229 SFD 6.875 6.000 $2,627.72 360 1-Sep-28 $ 399,663.95 89.39
4799275 COLLEYVILLE TX 76034 SFD 6.375 6.000 $1,699.43 360 1-Aug-28 $ 271,894.05 80.00
4799370 ALPHARETTA GA 30201 SFD 6.750 6.000 $2,008.06 360 1-Sep-28 $ 309,333.44 79.90 GD 5YR
4799393 IRMO SC 29063 SFD 6.375 6.000 $1,654.51 360 1-Sep-28 $ 264,954.37 80.00
4799406 CARY NC 27511 SFD 6.875 6.000 $1,602.91 360 1-Aug-28 $ 243,588.84 80.00
4799499 CYPRESS TX 77429 SFD 6.500 6.000 $2,073.19 360 1-Sep-28 $ 327,703.48 80.00
4799561 HOLLISTER CA 95023 SFD 7.250 6.000 $1,774.35 360 1-Aug-28 $ 259,692.95 90.00
4799735 HUDSON OH 44236 SFD 7.250 6.000 $1,717.38 360 1-Aug-28 $ 251,353.73 90.00
4799766 EASTON CT 06612 SFD 6.750 6.000 $2,952.42 360 1-Aug-28 $ 454,413.96 80.00
4799777 MISSION VIEJO CA 92692 SFD 6.750 6.000 $2,618.72 360 1-Sep-28 $ 403,402.37 85.00
4799806 WESTON FL 33326 SFD 6.875 6.000 $1,740.87 360 1-Aug-28 $ 264,553.44 86.89
4799976 AVON CT 06001 SFD 6.625 6.000 $2,881.40 360 1-Sep-28 $ 449,602.97 64.29
4800039 CHESTERFIELD MO 63005 SFD 6.875 6.000 $2,023.35 360 1-Aug-28 $ 307,480.98 85.56
4800045 FARMINGTON HILLS MI 48335 SFD 7.000 6.000 $1,685.55 360 1-Sep-28 $ 253,142.32 89.68
4800258 MALVERN PA 19355 SFD 6.625 6.000 $5,762.80 360 1-Aug-28 $ 898,407.52 75.00
4800307 DALLAS TX 75248 SFD 6.875 6.000 $1,694.88 360 1-Sep-28 $ 257,783.25 80.00
4800331 RANCHO SANTA FE CA 92067 SFD 6.625 6.000 $6,403.11 360 1-Sep-28 $ 999,117.72 74.07
4800440 HUDSON OH 44236 SFD 6.750 6.000 $3,113.28 360 1-Aug-28 $ 479,171.12 78.56
4800510 TRUMBULL CT 06611 SFD 6.875 6.000 $1,983.93 360 1-Aug-28 $ 301,491.10 80.00
4800547 CARLSBAD CA 92009 SFD 6.750 6.000 $1,831.32 360 1-Sep-28 $ 282,106.90 79.99
4800636 ALBUQUERQUE NM 87111 SFD 7.250 6.000 $1,609.26 360 1-Sep-28 $ 235,715.97 79.99
4800715 CENTREVILLE VA 20120 SFD 6.500 6.000 $1,883.57 360 1-Sep-28 $ 297,730.60 80.00
4800778 GLASTONBURY CT 06073 SFD 6.625 6.000 $2,689.31 360 1-Oct-28 $ 420,000.00 77.78
4800885 SIMI VALLEY CA 93065 SFD 6.500 6.000 $2,357.62 360 1-Oct-28 $ 373,000.00 89.99
4800971 BEVERLY MA 01915 SFD 6.875 6.000 $3,253.12 360 1-Sep-28 $ 494,783.96 80.00
4801046 KATONAH NY 10536 SFD 6.875 6.000 $2,956.18 360 1-Oct-28 $ 450,000.00 62.94
4801076 LOVELAND OH 45140 SFD 6.500 6.000 $1,738.19 360 1-Sep-28 $ 274,751.39 62.86
4801134 COON RAPIDS MN 55433 SFD 6.875 6.000 $2,889.83 360 1-Aug-28 $ 439,158.74 80.00
4801146 NASHVILLE TN 37205 SFD 6.875 6.000 $1,970.13 360 1-Sep-28 $ 299,648.05 71.42
4801156 CHICAGO IL 60610 LCO 6.200 5.933 $3,981.05 360 1-Sep-28 $ 649,377.28 39.39
4801207 BROOKFIELD WI 53045 SFD 6.750 6.000 $2,270.10 360 1-Sep-28 $ 349,448.65 60.92
4801263 ZIONSVILLE IN 46077 SFD 6.125 5.858 $2,430.45 360 1-Aug-28 $ 399,220.45 64.00 GD 3YR
4801274 SOUTH PASADENA CA 91030 SFD 6.750 6.000 $1,914.67 360 1-Aug-28 $ 294,690.23 80.00
4801380 ALPHARETTA GA 30005 SFD 6.750 6.000 $2,408.57 360 1-Sep-28 $ 371,030.27 80.00
4801393 MAPLEWOOD NJ 07040 SFD 6.750 6.000 $1,822.57 360 1-Sep-28 $ 280,758.06 72.05
4801418 SAN DIMAS CA 91773 PUD 6.500 6.000 $1,441.12 360 1-Sep-28 $ 227,793.88 91.57
4801502 SOUTHLAKE TX 76092 SFD 6.750 6.000 $2,046.33 360 1-Aug-28 $ 314,953.18 80.00
4801558 THOUSAND OAKS CA 91360 SFD 6.500 6.000 $1,870.93 360 1-Sep-28 $ 295,732.40 80.00
4801570 SANTA CLARITA CA 91351 SFD 7.000 6.000 $3,093.66 360 1-Sep-28 $ 464,618.84 77.50
4801790 BRANCHBURG NJ 08876 SFD 6.625 6.000 $1,767.26 360 1-Sep-28 $ 275,756.49 80.00
4801802 BERWYN PA 19312 SFD 6.625 6.000 $1,920.94 360 1-Sep-28 $ 299,735.31 68.97
4801828 MOUNTAIN LAKES NJ 07046 SFD 7.125 6.000 $3,368.60 360 1-Sep-28 $ 499,600.15 50.00
4801937 DENVER CO 80210 SFD 6.250 5.983 $2,586.02 360 1-Aug-28 $ 419,200.88 76.36
4801953 BERKELEY HEIGHTS NJ 07922 SFD 6.625 6.000 $1,952.95 360 1-Sep-28 $ 304,730.90 75.12
4802158 LAGUNA NIGUEL CA 92677 SFD 6.375 6.000 $2,495.48 360 1-Aug-28 $ 399,257.07 55.56
4802164 YORBA LINDA CA 92887 SFD 6.750 6.000 $2,659.26 360 1-Oct-28 $ 410,000.00 80.00
4802597 LIBERTYVILLE IL 60048 SFD 6.500 6.000 $1,870.93 360 1-Sep-28 $ 295,732.40 80.00
4802642 CAVE CREEK AZ 85331 SFD 6.750 6.000 $1,681.17 360 1-Aug-28 $ 258,752.40 92.57
4802674 RANDOLPH NJ 07869 SFD 7.250 6.000 $2,207.87 360 1-Oct-28 $ 323,650.00 79.99 GD 3YR
4802866 SOMERS NY 10589 SFD 6.875 6.000 $2,562.03 360 1-Aug-28 $ 389,304.85 79.92
4802981 DOBBS FERRY NY 10522 SFD 7.000 6.000 $3,301.24 360 1-Oct-28 $ 496,200.00 80.00
4803030 LOS GATOS CA 95030 SFD 6.750 6.000 $3,054.90 360 1-Sep-28 $ 470,594.48 79.97
4803036 BAKERSFIELD CA 93311 SFD 6.750 6.000 $1,958.12 360 1-Sep-28 $ 301,640.07 88.79
4803066 HOUSTON TX 77005 SFD 6.625 6.000 $2,049.00 360 1-Sep-28 $ 319,717.67 64.01
4803068 OAKTON VA 22124 SFD 6.000 5.733 $3,256.76 360 1-Sep-28 $ 542,659.24 80.00
4803123 DAVIE FL 33330 SFD 7.125 6.000 $2,991.32 360 1-Aug-28 $ 443,287.75 80.00 GD 4YR
4803278 SOUTHLAKE TX 76092 SFD 7.000 6.000 $2,803.92 360 1-Aug-28 $ 420,757.06 79.99
4803290 ALAMEDA CA 94502 SFD 7.125 6.000 $1,813.66 360 1-Sep-28 $ 268,984.72 79.64
4803306 BERNARDSVILLE NJ 07924 SFD 6.625 6.000 $2,189.87 360 1-Sep-28 $ 341,698.25 90.00
4803459 NEW ORLEANS LA 70131 SFD 6.875 6.000 $1,970.79 360 1-Aug-28 $ 299,494.48 42.85
4803525 WOODBURY MN 55125 SFD 7.125 6.000 $2,122.22 360 1-Sep-28 $ 314,370.31 75.00
4803600 ATLANTA GA 30306 SFD 6.375 6.000 $1,475.77 360 1-Sep-28 $ 236,330.90 69.99
4803602 LAKE FOREST IL 60045 SFD 6.750 6.000 $3,048.42 360 1-Aug-28 $ 469,188.38 80.00
4803635 CHAGRIN FALLS OH 44023 SFD 6.625 6.000 $2,561.25 360 1-Oct-28 $ 400,000.00 80.00
4803684 THE WOODLANDS TX 77381 SFD 6.750 6.000 $1,847.86 360 1-Sep-28 $ 284,654.70 80.00
4803735 MANSFIELD MA 02048 SFD 7.750 6.000 $2,027.45 360 1-Sep-28 $ 282,800.26 95.00
4803840 WARREN NJ 07059 SFD 6.625 6.000 $2,161.05 360 1-Sep-28 $ 337,202.23 90.00 GD 5YR
4803990 POTOMAC MD 20854 SFD 6.500 6.000 $4,045.24 360 1-Sep-28 $ 639,421.43 79.27
4804006 KENILWORTH IL 60043 SFD 7.000 6.000 $6,653.03 360 1-Sep-28 $ 999,180.30 62.50
4804030 FREMONT CA 94539 SFD 6.875 6.000 $2,759.11 360 1-Aug-28 $ 419,292.26 62.78
4804035 SAN DIEGO CA 92130 SFD 6.500 6.000 $3,033.93 360 1-Oct-28 $ 480,000.00 73.85
4804070 LA CANADA CA 91011 SFD 6.625 6.000 $2,561.25 360 1-Sep-28 $ 399,647.08 67.23
4804109 LIVERMORE CA 94550 SFD 6.750 6.000 $2,075.52 360 1-Oct-28 $ 320,000.00 64.39
4804174 THREE BRIDGES NJ 08887 SFD 6.750 6.000 $1,494.38 360 1-Sep-28 $ 230,201.62 80.00 GD 3YR
4804183 ANNANDALE NJ 08801 SFD 6.625 6.000 $1,568.13 360 1-Aug-28 $ 244,466.65 69.99
4804228 FAIRFAX STATION VA 22039 SFD 7.250 6.000 $1,991.95 360 1-Aug-28 $ 291,081.97 80.00
4804559 VACAVILLE CA 95687 SFD 6.375 6.000 $1,528.49 360 1-Aug-28 $ 244,544.94 65.33
4804627 SAN JOSE CA 95129 SFD 7.000 6.000 $1,995.91 360 1-Sep-28 $ 299,754.09 54.74
4804653 FAIR OAKS RANCH TX 78015 SFD 7.250 6.000 $2,046.53 360 1-Aug-28 $ 299,530.53 93.39
4804656 WEST UNIVERSITY PLATX 77005 SFD 7.000 6.000 $1,969.30 360 1-Aug-28 $ 295,513.32 80.00
4804671 WEST SIMSBURY CT 06092 SFD 6.750 6.000 $3,530.00 360 1-Sep-28 $ 543,781.41 80.00
4804837 LAKE VILLA IL 60046 SFD 7.250 6.000 $1,896.46 360 1-Aug-28 $ 277,564.93 80.00
4804839 MISSION VIEJO CA 92692 SFD 6.500 6.000 $1,920.86 360 1-Aug-28 $ 303,349.05 79.99
4804847 SPRINGDALE AR 72764 SFD 7.000 6.000 $1,763.06 360 1-Sep-28 $ 264,782.77 74.65
4804879 DANVILLE CA 94506 SFD 6.625 6.000 $2,369.16 360 1-Aug-28 $ 369,345.30 67.89 GD 3YR
4804915 COPPELL TX 75019 SFD 7.000 6.000 $2,162.24 360 1-Sep-28 $ 324,733.59 72.22
4804927 BARRINGTON IL 60010 SFD 6.625 6.000 $1,590.54 360 1-Sep-28 $ 248,180.83 90.00
4804947 LAS VEGAS NV 89128 SFD 6.875 6.000 $1,781.92 360 1-Aug-28 $ 270,792.93 70.00
4805082 COPPELL TX 75019 SFD 6.750 6.000 $1,540.43 360 1-Aug-28 $ 237,089.87 62.62
4805104 HOFFMAN ESTATES IL 60195 SFD 6.750 6.000 $2,095.63 360 1-Aug-28 $ 322,542.05 90.00
4805114 HUNTINGTON BEACH CA 92648 SFD 6.625 6.000 $1,632.80 360 1-Sep-28 $ 254,775.01 61.45
4805133 MONTGOMERY NJ 08558 SFD 6.500 6.000 $2,528.28 360 1-Oct-28 $ 400,000.00 74.77
4805152 SAYVILLE NY 11782 SFD 6.750 6.000 $1,634.47 360 1-Aug-28 $ 251,564.84 80.00
4805210 SAINT CHARLES MO 63304 SFD 7.000 6.000 $2,049.14 360 1-Aug-28 $ 307,055.80 80.00
4805253 RIDGEFIELD CT 06877 SFD 6.750 6.000 $2,899.89 360 1-Sep-28 $ 446,715.05 85.00
4805260 WOODBRIDGE VA 22192 SFD 6.750 6.000 $1,596.52 360 1-Aug-28 $ 245,724.95 70.20
4805307 DARIEN CT 06820 SFD 6.000 5.733 $2,922.81 360 1-Sep-28 $ 487,014.69 75.00
4805386 FLOWER MOUND TX 75028 SFD 6.875 6.000 $1,890.97 360 1-Aug-28 $ 287,364.96 95.00
4805466 SAN FRANCISCO CA 94115 SFD 6.875 6.000 $1,785.54 360 1-Sep-28 $ 271,571.65 90.00
4805582 STAMFORD CT 06910 SFD 6.875 6.000 $2,299.26 360 1-Sep-28 $ 349,705.95 53.85
4805590 BATAVIA IL 60510 SFD 6.750 6.000 $1,803.76 360 1-Sep-28 $ 277,860.55 90.00
4805652 CINCINNATI OH 45208 SFD 6.750 6.000 $1,686.36 360 1-Aug-28 $ 259,537.30 76.58
4805661 CARMEL IN 46033 SFD 5.875 5.608 $2,070.39 360 1-Sep-28 $ 349,643.15 46.98 GD 1YR
4805690 POTOMAC MD 20854 SFD 6.875 6.000 $1,839.41 360 1-Aug-28 $ 279,528.17 52.83
4805839 CHARLOTTE NC 28262 SFD 7.000 6.000 $1,735.11 360 1-Sep-28 $ 260,586.22 77.85
4805872 TULSA OK 74137 SFD 6.750 6.000 $1,979.53 360 1-Sep-28 $ 304,937.22 80.00
4805912 LIBERTYVILLE IL 60048 SFD 6.750 6.000 $2,393.33 360 1-Sep-28 $ 368,682.30 90.00
4805956 WALNUT CREEK CA 94598 SFD 6.750 6.000 $1,862.78 360 1-Sep-28 $ 286,952.72 80.00 GD 8YR
4805972 HOUSTON TX 77055 SFD 6.500 6.000 $1,516.97 360 1-Sep-28 $ 239,783.03 57.69
4806035 FLOWER MOUND TX 75028 SFD 7.000 6.000 $1,634.32 360 1-Sep-28 $ 245,448.64 90.00
4806047 CHADDS FORD PA 19317 SFD 7.000 6.000 $2,421.71 360 1-Sep-28 $ 363,701.62 80.00
4806064 DAKOTA DUNES SD 57049 SFD 7.000 6.000 $1,665.92 360 1-Sep-28 $ 250,194.75 80.00
4806072 DENVER CO 80220 SFD 6.500 6.000 $1,618.10 360 1-Jul-28 $ 255,301.92 80.00
4806081 SOUTHLAKE TX 76092 SFD 6.625 6.000 $2,401.17 360 1-Sep-28 $ 374,669.14 70.49
4806111 KINGWOOD TX 77345 SFD 7.000 6.000 $1,916.08 360 1-Aug-28 $ 287,526.46 90.00
4806184 REDMOND WA 98053 SFD 6.625 6.000 $1,777.51 360 1-Aug-28 $ 277,108.79 80.00
4806221 WILDWOOD MO 63005 SFD 7.000 6.000 $2,062.44 360 1-Sep-28 $ 309,745.89 79.49
4806233 LONG BRANCH NJ 07740 SFD 7.375 6.000 $1,660.04 360 1-Sep-28 $ 240,167.11 95.00
4806245 WESTPORT CT 06880 SFD 6.750 6.000 $3,470.00 360 1-Sep-28 $ 534,539.38 76.98
4806266 PLEASANTVILLE NY 10570 SFD 6.000 5.733 $2,096.03 360 1-Sep-28 $ 349,251.97 80.00
4806277 GURNEE IL 60031 SFD 7.000 6.000 $1,995.91 360 1-Sep-28 $ 299,754.09 78.95 GD 2YR
4806466 LITTLETON CO 80127 SFD 6.875 6.000 $2,312.39 360 1-Sep-28 $ 351,704.28 80.00
4806483 VIENNA VA 22182 SFD 7.000 6.000 $3,007.17 360 1-Aug-28 $ 451,256.84 80.00
4806519 BOULDER CO 80302 SFD 6.875 6.000 $2,519.98 360 1-Sep-28 $ 383,277.73 70.00
4806565 TAYLORS SC 29687 SFD 7.125 6.000 $1,664.09 360 1-Sep-28 $ 246,802.47 74.87
4806589 NORTH ANDOVER MA 01845 SFD 6.750 6.000 $1,867.97 360 1-Sep-28 $ 287,752.03 80.00
4806672 WESTPORT CT 06880 SFD 6.125 5.858 $2,807.17 360 1-Aug-28 $ 461,099.62 80.00
4806703 LEWIS CENTER OH 43035 SFD 6.375 6.000 $1,661.99 360 1-Sep-28 $ 266,153.26 80.00
4806731 ELLICOTT CITY MD 21042 SFD 6.750 6.000 $1,602.04 360 1-Sep-28 $ 246,787.34 95.00
4806739 NEW YORK NY 10023 HCO 7.000 6.000 $2,661.21 360 1-Sep-28 $ 399,672.12 71.05 GD 5YR
4806745 DANVILLE CA 94526 SFD 6.625 6.000 $2,241.09 360 1-Sep-28 $ 349,691.20 71.05 GD 2YR
4806756 WALNUT CREEK CA 94598 SFD 6.750 6.000 $2,130.65 360 1-Sep-28 $ 328,217.16 90.00
4807029 CHARLOTTE NC 28226 SFD 7.375 6.000 $1,765.37 360 1-Aug-28 $ 255,209.81 89.94
4807147 WEST ORANGE NJ 07052 SFD 7.250 6.000 $1,652.58 360 1-Sep-28 $ 242,061.01 95.00
4807182 BARRINGTON HILLS IL 60010 SFD 6.500 6.000 $5,333.08 360 1-Oct-28 $ 843,750.00 75.00
4807411 SUDBURY MA 01776 SFD 7.000 6.000 $1,929.38 360 1-Aug-28 $ 289,523.19 42.03
4807607 WEST LINN OR 97068 SFD 7.000 6.000 $1,782.68 360 1-Aug-28 $ 267,509.44 87.00
4807663 READINGTON NJ 08889 SFD 6.375 6.000 $2,339.52 360 1-Sep-28 $ 374,652.67 71.98
4807692 ARLINGTON VA 22207 SFD 7.125 6.000 $2,267.74 360 1-Sep-28 $ 336,330.83 90.00
4807729 ATLANTA GA 30350 SFD 6.250 5.983 $2,068.81 360 1-Aug-28 $ 335,360.72 80.00
4807789 RALEIGH NC 27607 SFD 6.875 6.000 $1,543.79 360 1-Sep-28 $ 234,802.56 87.04
4807904 SHOREHAM VT 05770 SFD 7.125 6.000 $1,831.17 360 1-Aug-28 $ 271,336.59 90.00
4808398 BROOKLYN NY 11217 SFD 6.625 6.000 $2,881.40 360 1-Sep-28 $ 449,602.97 54.22
4808406 NORTH ANDOVER MA 01845 SFD 7.000 6.000 $2,128.97 360 1-Sep-28 $ 319,737.70 80.00
4808418 ROHNERT PARK CA 94928 SFD 7.375 6.000 $1,738.78 360 1-Aug-28 $ 251,365.69 95.00 GD 6YR
4808489 PLEASANTON CA 94588 SFD 6.750 6.000 $1,738.25 360 1-Aug-28 $ 267,537.20 80.00
4808615 LANCASTER PA 17601 SFD 6.625 6.000 $1,952.95 360 1-Sep-28 $ 304,730.90 77.22
4808674 WOODINVILLE WA 98072 SFD 6.375 6.000 $1,703.17 360 1-Aug-28 $ 272,492.94 70.00
4808756 AURORA CO 80016 SFD 6.875 6.000 $1,773.71 360 1-Sep-28 $ 269,773.17 65.14
4808903 THE WOODLANDS TX 77381 SFD 6.375 6.000 $1,644.53 360 1-Aug-28 $ 263,110.40 80.00
4808904 LEXINGTON MA 02173 SFD 6.750 6.000 $1,971.74 360 1-Aug-28 $ 303,475.05 80.00
4808906 GEORGETOWN MA 01833 SFD 7.000 6.000 $1,862.85 360 1-Sep-28 $ 279,770.48 77.67
4809137 SAN DIEGO CA 92131 SFD 7.125 6.000 $1,843.30 360 1-Aug-28 $ 273,161.10 90.00
4809143 STAMFORD CT 06903 SFD 6.000 5.733 $2,143.40 360 1-Sep-28 $ 357,144.10 89.09
4809305 THE WOODLANDS TX 77382 SFD 7.000 6.000 $1,929.38 360 1-Sep-28 $ 289,762.29 80.00
4809353 SCARSDALE NY 10583 SFD 6.125 5.858 $2,148.52 360 1-Sep-28 $ 353,256.31 80.00
4809377 ROSEMONT PA 19010 SFD 7.000 6.000 $6,653.03 360 1-Sep-28 $ 999,180.30 55.56
4809525 SIMI VALLEY CA 93065 SFD 6.375 6.000 $1,746.84 360 1-Sep-28 $ 279,740.66 52.17
4809788 BRANCHBURG NJ 08876 SFD 6.625 6.000 $1,656.17 360 1-Sep-28 $ 258,421.79 90.00
4809864 DOVE CANYON CA 92679 SFD 6.625 6.000 $2,410.14 360 1-Sep-28 $ 376,067.90 80.00 GD 1YR
4809972 LITTLETON CO 80125 SFD 7.250 6.000 $1,915.56 360 1-Sep-28 $ 280,580.94 90.00
4810005 MISSION VIEJO CA 92691 SFD 7.000 6.000 $1,769.04 360 1-Sep-28 $ 265,682.04 95.00 GD 3YR
4810088 ANKENY IA 50021 SFD 6.875 6.000 $1,602.25 360 1-Sep-28 $ 243,695.09 90.00
4810161 MILL VALLEY CA 94941 SFD 6.750 6.000 $5,662.27 360 1-Sep-28 $ 872,248.36 75.00 GD 3YR
4810183 SAN CARLOS CA 94070 SFD 6.500 6.000 $3,109.78 360 1-Sep-28 $ 491,555.22 80.00 GD 3YR
4810188 LOVELAND OH 45140 SFD 6.375 6.000 $1,726.88 360 1-Aug-28 $ 276,011.31 80.00
4810204 BELLEVUE WA 98006 SFD 6.625 6.000 $3,201.56 360 1-Aug-28 $ 499,115.28 69.93
4810207 SCOTTS VALLEY CA 95066 SFD 6.875 6.000 $2,509.80 360 1-Sep-28 $ 381,729.03 90.00 GD 3YR
4810225 LITTLETON CO 80125 SFD 6.875 6.000 $1,886.05 360 1-Sep-28 $ 286,858.79 90.00
4810237 DANVILLE CA 94526 SFD 7.000 6.000 $3,326.52 360 1-Aug-28 $ 499,177.91 80.00
4810330 FAIRFIELD CT 06430 SFD 6.500 6.000 $1,953.10 360 1-Sep-28 $ 308,720.65 60.00
4810496 WAYLAND MA 01778 SFD 6.625 6.000 $2,497.22 360 1-Aug-28 $ 389,309.91 67.94
4810517 SAINT JOSEPH MO 64506 SFD 7.375 6.000 $1,725.66 360 1-Sep-28 $ 249,659.88 95.00
4810527 NORWALK CT 06851 SFD 6.000 5.733 $2,435.68 360 1-Sep-28 $ 405,845.57 86.62
4810577 TAMPA FL 33626 SFD 6.500 6.000 $1,580.18 360 1-Aug-28 $ 249,546.75 78.13
4810626 SOUTHPORT CT 06490 SFD 6.500 6.000 $4,827.42 360 1-Oct-28 $ 763,750.00 65.00
4810652 BROOMFIELD CO 80020 SFD 6.500 6.000 $2,370.26 360 1-Oct-28 $ 375,000.00 75.00
4810663 LIZELLA GA 31052 SFD 6.750 6.000 $1,783.65 360 1-Sep-28 $ 274,763.23 77.46
4810726 SANDY HOOK CT 06482 SFD 6.750 6.000 $2,139.08 360 1-Sep-28 $ 329,516.05 85.00
4810747 BELLEVUE WA 98006 SFD 7.000 6.000 $1,873.83 360 1-Sep-28 $ 281,419.13 90.00
4810752 ROSWELL GA 30075 SFD 7.000 6.000 $2,062.44 360 1-Aug-28 $ 308,484.48 78.09
4810904 CLIVE IA 50325 SFD 6.625 6.000 $1,685.30 360 1-Sep-28 $ 262,967.78 80.00
4810933 NEW PROVIDENCE NJ 07974 SFD 7.000 6.000 $1,663.26 360 1-Sep-28 $ 249,795.07 86.21
4810935 SAINT JAMES NY 11780 SFD 6.750 6.000 $2,926.48 360 1-Sep-28 $ 450,811.52 80.00
4811013 RIDGEFIELD CT 06877 SFD 7.250 6.000 $2,783.28 360 1-Aug-28 $ 406,926.77 80.00
4811122 PALATINE IL 60067 SFD 7.125 6.000 $2,549.02 360 1-Sep-28 $ 378,047.43 79.99
4811199 LAKE FOREST CA 92630 SFD 6.625 6.000 $1,746.77 360 1-Aug-28 $ 272,317.29 79.65 GD 3YR
4811211 BROOMFIELD CO 80021 SFD 6.750 6.000 $1,503.13 360 1-Sep-28 $ 231,550.46 87.45
4811273 NEWBURYPORT MA 01950 SFD 6.750 6.000 $1,783.65 360 1-Aug-28 $ 273,955.59 67.07
4811275 RANDOLPH TOWNSHIP NJ 07980 SFD 6.625 6.000 $2,095.10 360 1-Sep-28 $ 326,911.32 80.00
4811280 SAN JOSE CA 95132 SFD 6.625 6.000 $1,803.12 360 1-Sep-28 $ 281,351.55 80.00
4811287 SUMMIT NJ 07901 SFD 6.500 6.000 $2,465.07 360 1-Sep-28 $ 389,647.43 69.77
4811346 MORAGA CA 94556 SFD 6.875 6.000 $4,729.89 360 1-Sep-28 $ 719,395.11 80.00
4811361 PROSPECT KY 40059 SFD 6.625 6.000 $2,130.16 360 1-Sep-28 $ 332,381.48 70.00
4811366 HOUSTON TX 77066 SFD 6.500 6.000 $1,479.99 360 1-Sep-28 $ 233,938.32 80.00
4811490 HOUSTON TX 77030 SFD 6.875 6.000 $2,128.45 360 1-Sep-28 $ 323,727.80 80.00
4811541 SAN JOSE CA 95129 SFD 6.500 6.000 $2,462.54 360 1-Sep-28 $ 389,247.79 80.00
4811723 CLARENCE NY 14031 SFD 6.625 6.000 $2,145.05 360 1-Sep-28 $ 334,704.43 77.01
4811800 MORRIS NJ 07960 SFD 6.500 6.000 $2,212.24 360 1-Sep-28 $ 349,683.59 76.59
4811813 CLAYTON CA 94517 SFD 6.500 6.000 $2,037.79 360 1-Sep-28 $ 322,108.54 80.60 GD 2YR
4811872 ERIE CO 80516 SFD 7.000 6.000 $2,075.08 360 1-Sep-28 $ 311,644.34 89.87
4811885 SARATOGA CA 95070 SFD 6.875 6.000 $3,878.51 360 1-Aug-28 $ 589,405.14 80.00
4811970 YORBA LINDA CA 92886 SFD 6.875 6.000 $2,301.88 360 1-Sep-28 $ 350,105.62 80.00
4812019 GLEN RIDGE NJ 07028 SFD 6.875 6.000 $2,207.28 360 1-Sep-28 $ 335,717.72 80.00
4812046 WASHINGTON TOWNSHIPOH 45458 SFD 7.375 6.000 $2,066.85 360 1-Aug-28 $ 298,793.18 95.00
4812075 DANBURY CT 06811 SFD 6.625 6.000 $2,145.05 360 1-Sep-28 $ 334,704.43 79.76
4812120 BAKERSFIELD CA 90011 SFD 6.750 6.000 $1,621.50 360 1-Aug-28 $ 249,568.29 84.75
4812125 LA VERNE CA 91750 SFD 6.875 6.000 $1,956.01 360 1-Sep-28 $ 297,499.85 89.99 GD 3YR
4812129 SOLON OH 44139 SFD 7.250 6.000 $1,781.85 360 1-Sep-28 $ 260,996.23 80.00
4812164 MISSION VIEJO CA 92692 SFD 6.625 6.000 $1,984.97 360 1-Aug-28 $ 309,451.47 79.49
4812236 MAPLE VALLEY WA 98038 SFD 6.875 6.000 $1,563.82 360 1-Aug-28 $ 237,648.87 90.00
4812281 PARKLAND FL 33067 SFD 6.375 6.000 $3,318.99 360 1-Sep-28 $ 531,507.26 80.00
4812287 FREDERICKSBURG VA 22401 SFD 6.875 6.000 $2,213.86 360 1-Aug-28 $ 335,930.97 62.76
4812363 WILTON CT 06897 SFD 6.500 6.000 $5,372.58 360 1-Sep-28 $ 849,231.59 59.13
4812396 ACTON MA 01720 SFD 6.500 6.000 $2,093.41 360 1-Sep-28 $ 330,900.59 80.00
4812440 LEXINGTON MA 02173 SFD 6.625 6.000 $2,913.42 360 1-Aug-28 $ 454,194.90 62.76
4812536 WEST HARTFORD CT 06119 SFD 6.500 6.000 $2,629.41 360 1-Aug-28 $ 415,245.61 80.00
4812593 FREEHOLD NJ 07728 SFD 6.750 6.000 $1,738.25 360 1-Aug-28 $ 267,420.51 80.00 GD 1YR
4812698 DES MOINES IA 50265 SFD 7.125 6.000 $2,694.88 360 1-Sep-28 $ 399,680.12 62.50
4812746 COVINGTON WA 98042 SFD 7.000 6.000 $1,642.97 360 1-Sep-28 $ 246,747.57 95.00
4812751 CHESTERFIELD MO 63005 SFD 6.875 6.000 $1,692.91 360 1-Sep-28 $ 257,483.50 69.67
4812786 ATLANTA GA 30324 SFD 6.750 6.000 $1,971.74 360 1-Sep-28 $ 303,738.26 71.70
4812804 BROOKFIELD CT 06804 SFD 7.000 6.000 $1,643.30 360 1-Aug-28 $ 246,593.88 95.00 GD 3YR
4812899 LEXINGTON KY 40513 SFD 6.500 6.000 $1,573.85 360 1-Sep-28 $ 248,774.90 79.99
4812951 CONCORD MA 01742 SFD 6.500 6.000 $2,212.24 360 1-Sep-28 $ 349,683.59 50.22
4813018 CARLSBAD CA 92009 SFD 7.125 6.000 $1,849.36 360 1-Sep-28 $ 274,280.48 90.00
4813046 MIAMI FL 33158 SFD 6.625 6.000 $1,638.88 360 1-Sep-28 $ 255,724.18 79.99
4813075 PORTLAND OR 97229 SFD 7.000 6.000 $1,863.85 360 1-Aug-28 $ 279,689.38 95.00
4813144 THOUSAND OAKS CA 91360 SFD 7.375 6.000 $1,870.01 360 1-Sep-28 $ 270,543.97 95.00
4813158 SANTA BARBARA CA 93105 SFD 6.500 6.000 $5,688.62 360 1-Oct-28 $ 900,000.00 61.64 GD 4YR
4813186 PELLA IA 50219 SFD 7.250 6.000 $1,773.66 360 1-Sep-28 $ 259,797.17 75.36
4813195 SUGAR LAND TX 77479 SFD 6.625 6.000 $1,968.96 360 1-Sep-28 $ 307,228.70 69.98
4813299 WESTLAKE VILLAGE CA 91361 SFD 6.750 6.000 $3,243.00 360 1-Aug-28 $ 499,136.58 76.92
4813314 NAPA CA 94558 SFD 6.625 6.000 $1,664.81 360 1-Sep-28 $ 259,770.61 80.00
4813404 SAINT LOUIS MO 63105 SFD 6.750 6.000 $2,257.13 360 1-Sep-28 $ 347,700.37 80.00
4813426 FAIRVIEW TX 75069 SFD 7.000 6.000 $1,981.94 360 1-Aug-28 $ 297,281.21 90.00
4813464 CHESAPEAKE VA 23321 SFD 6.875 6.000 $1,687.00 360 1-Aug-28 $ 256,367.26 80.00
4813471 ORONO MN 55356 SFD 7.000 6.000 $3,656.51 360 1-Sep-28 $ 549,149.49 80.00
4813503 MARIETTA GA 30067 SFD 7.000 6.000 $2,565.41 360 1-Sep-28 $ 385,283.92 80.00
4813605 CHESTERFIELD MO 63005 SFD 6.500 6.000 $3,033.93 360 1-Sep-28 $ 479,566.07 65.75
4813753 NOVI MI 48374 SFD 7.000 6.000 $1,862.85 360 1-Sep-28 $ 279,770.48 72.73
4813765 ZIONSVILLE IN 46077 SFD 6.750 6.000 $1,686.36 360 1-Sep-28 $ 259,762.50 65.82
4813798 PORTAGE MI 49024 SFD 6.500 6.000 $2,133.87 360 1-Aug-28 $ 336,987.94 80.00
4813857 LOVELAND CO 80537 SFD 6.875 6.000 $1,597.66 360 1-Sep-28 $ 242,995.67 95.00
4813925 CONCORD CA 94521 SFD 7.500 6.000 $1,950.81 360 1-Sep-28 $ 278,792.94 90.00 GD 4YR
4813972 NEENAH WI 54956 SFD 6.625 6.000 $1,792.88 360 1-Aug-28 $ 279,504.54 80.00
4813999 SPARTA NJ 07871 SFD 7.125 6.000 $1,755.04 360 1-Sep-28 $ 260,291.68 93.04
4814012 NORMAN OK 73072 SFD 6.625 6.000 $1,849.22 360 1-Sep-28 $ 288,545.20 80.00
4814020 GREENSBORO NC 27405 SFD 6.625 6.000 $1,690.43 360 1-Aug-28 $ 263,532.85 80.00
4814265 MARLBOROUGH MA 01752 SFD 7.250 6.000 $1,882.47 360 1-Aug-28 $ 275,518.16 89.99
4814353 MONROE CT 06468 SFD 6.125 5.858 $1,530.58 360 1-Sep-28 $ 251,655.16 76.36
4814365 SAINT CHARLES IL 60175 SFD 6.375 6.000 $2,047.86 360 1-Sep-28 $ 327,945.97 62.14
4814374 NEW CANAAN CT 06840 SFD 6.500 6.000 $6,320.69 360 1-Sep-28 $ 999,095.98 33.33
4814420 DARIEN CT 06820 SFD 6.000 5.733 $1,894.58 360 1-Sep-28 $ 315,685.42 80.00
4814503 BERNARDS NJ 07920 SFD 6.875 6.000 $4,105.81 360 1-Oct-28 $ 625,000.00 55.56
4814508 DELAFIELD WI 53018 SFD 6.750 6.000 $1,753.81 360 1-Sep-28 $ 270,167.19 80.00
4814548 BAYSIDE WI 53217 SFD 6.750 6.000 $2,205.24 360 1-Sep-28 $ 339,707.26 77.27
4814557 CINCINNATI OH 45243 SFD 6.250 5.983 $2,462.87 360 1-Oct-28 $ 400,000.00 36.36
4814563 MERION STATION PA 19066 SFD 6.875 6.000 $1,761.89 360 1-Sep-28 $ 267,974.67 90.00
4814603 ALBUQUERQUE NM 87122 SFD 7.000 6.000 $1,693.87 360 1-Aug-28 $ 254,181.38 95.00
4814628 SAN JOSE CA 95125 LCO 6.875 6.000 $1,988.86 360 1-Sep-28 $ 302,495.65 79.67
4814692 WESTON MA 02193 SFD 6.750 6.000 $1,621.50 360 1-Sep-28 $ 249,784.75 62.81
4814734 AURORA IL 60504 SFD 6.750 6.000 $1,686.36 360 1-Sep-28 $ 259,776.14 80.00
4814769 LOUISVILLE KY 40245 SFD 6.625 6.000 $1,626.39 360 1-Sep-28 $ 253,775.90 78.52
4814785 CHATHAM NJ 07928 SFD 6.500 6.000 $4,092.65 360 1-Oct-28 $ 647,500.00 70.00
4814798 ALPHARETTA GA 30004 SFD 6.875 6.000 $1,707.36 360 1-Sep-28 $ 259,675.74 79.99
4814815 ANAHEIM CA 92807 SFD 6.750 6.000 $1,686.36 360 1-Sep-28 $ 259,776.14 75.14
4814830 CARY NC 27513 SFD 6.750 6.000 $2,069.03 360 1-Sep-28 $ 318,725.35 88.86
4814842 SAN DIEGO CA 92103 LCO 7.000 6.000 $1,832.25 360 1-Aug-28 $ 274,947.18 90.00
4814867 RIDGEFIELD CT 06877 SFD 6.750 6.000 $2,432.25 360 1-Aug-28 $ 374,352.43 78.95
4814892 MASSAPEQUA NY 11758 SFD 6.500 6.000 $2,521.96 360 1-Sep-28 $ 398,639.29 70.00
4814895 WAXHAW NC 28173 SFD 6.875 6.000 $2,935.16 360 1-Aug-28 $ 446,047.11 80.00
4814915 BLOOMFIELD HILLS MI 48304 SFD 6.750 6.000 $1,743.44 360 1-Sep-28 $ 268,568.56 73.85
4814917 DELAWARE OH 43015 SFD 6.875 6.000 $1,970.79 360 1-Aug-28 $ 299,494.48 80.00
4814962 PLEASANTON CA 94566 SFD 6.875 6.000 $1,839.41 360 1-Aug-28 $ 279,528.17 79.77
4815005 MILL VALLEY CA 94941 SFD 6.750 6.000 $3,035.44 360 1-Sep-28 $ 467,597.06 80.00
4815009 BRANCHBURG NJ 08876 SFD 6.500 6.000 $2,113.64 360 1-Sep-28 $ 334,097.69 79.63 GD 5YR
4815101 KALAMAZOO MI 49009 SFD 6.500 6.000 $1,592.50 360 1-Sep-28 $ 251,722.23 70.97
4815283 NAPERVILLE IL 60564 SFD 6.500 6.000 $2,052.96 360 1-Sep-28 $ 324,506.37 80.00
4815284 WESTPORT CT 06880 SFD 6.000 5.733 $2,668.00 360 1-Oct-28 $ 445,000.00 89.90
4815317 ALPHARETTA GA 30005 SFD 6.500 6.000 $1,491.69 360 1-Sep-28 $ 235,786.64 80.00
4815360 SAINT HELENA CA 94574 SFD 6.750 6.000 $3,419.41 360 1-Sep-28 $ 526,746.09 80.00
4815369 SOLON OH 44113 SFD 6.750 6.000 $1,582.58 360 1-Sep-28 $ 243,789.92 79.48
4815422 PLEASANTON CA 94588 SFD 7.125 6.000 $1,928.19 360 1-Sep-28 $ 285,971.12 90.00
4815474 SAN DIEGO CA 92128 SFD 7.250 6.000 $1,807.77 360 1-Sep-28 $ 264,793.27 94.64
4815516 PLEASANTON CA 94566 SFD 7.375 6.000 $2,175.63 360 1-Aug-28 $ 314,519.14 90.00
4815586 SOUTHLAKE TX 76092 SFD 6.875 6.000 $1,696.85 360 1-Aug-28 $ 257,864.74 90.00
4815600 NEW YORK NY 10017 HCO 6.000 5.733 $4,871.35 360 1-Oct-28 $ 812,500.00 70.65
4815701 NASHVILLE TN 37221 SFD 7.125 6.000 $1,813.99 360 1-Sep-28 $ 269,034.68 65.73
4815703 TRUMBULL CT 06611 SFD 6.750 6.000 $2,030.12 360 1-Sep-28 $ 312,730.51 75.79 GD 2YR
4815808 RALEIGH NC 27615 SFD 6.375 6.000 $2,675.16 360 1-Aug-28 $ 428,003.57 80.00
4815851 SUWANEE GA 30174 SFD 6.750 6.000 $1,738.25 360 1-Sep-28 $ 267,769.25 94.09
4815899 HOPKINTON MA 01748 SFD 6.625 6.000 $2,561.25 360 1-Oct-28 $ 400,000.00 80.00
4815961 CROFTON MD 21114 SFD 6.750 6.000 $1,556.64 360 1-Sep-28 $ 239,793.36 80.00
4815998 SCHENECTADY NY 12308 SFD 6.875 6.000 $1,681.74 360 1-Sep-28 $ 255,784.93 80.00
4816017 WESTON CT 06883 SFD 7.000 6.000 $5,831.38 360 1-Aug-28 $ 875,058.89 70.12
4816137 MANLIUS NY 13104 SFD 7.125 6.000 $1,643.88 360 1-Sep-28 $ 243,804.87 80.00
4816142 AURORA CO 80016 SFD 6.750 6.000 $1,935.42 360 1-Sep-28 $ 298,143.08 80.00
4816163 HORSHAM PA 19044 SFD 6.625 6.000 $1,728.84 360 1-Sep-28 $ 269,761.78 66.67
4816197 KEY BISCAYNE FL 33149 SFD 7.375 6.000 $2,760.98 360 1-Aug-28 $ 399,139.77 75.00
4816232 SKILLMAN NJ 08558 SFD 7.000 6.000 $2,514.18 360 1-Sep-28 $ 377,590.24 90.00
4816335 MILFORD MA 01757 SFD 6.750 6.000 $1,443.14 360 1-Sep-28 $ 222,308.42 76.07
4816371 CARY NC 27513 SFD 6.875 6.000 $1,495.83 360 1-Sep-28 $ 227,508.70 90.00 GD 5YR
4816410 BRENTWOOD TN 37027 SFD 6.375 6.000 $2,289.60 360 1-Sep-28 $ 366,660.09 69.90
4816416 RICHMOND VA 23233 SFD 6.875 6.000 $2,154.73 360 1-Sep-28 $ 327,724.44 78.10
4816482 DOVER DE 19901 SFD 6.750 6.000 $1,769.38 360 1-Sep-28 $ 272,565.12 80.00
4816630 LIBERTYVILLE IL 60048 SFD 6.625 6.000 $2,113.03 360 1-Aug-28 $ 329,416.08 51.16
4816650 MISSION VIEJO CA 92692 SFD 6.875 6.000 $2,680.27 360 1-Aug-28 $ 406,990.93 80.00
4816730 INVER GROVE HEIGHTSMN 55077 SFD 7.000 6.000 $1,942.69 360 1-Sep-28 $ 291,760.64 80.00
4816736 REDONDO BEACH CA 90278 LCO 6.625 6.000 $2,187.95 360 1-Sep-28 $ 341,398.52 89.92
4816855 ALPHARETTA GA 30202 SFD 6.500 6.000 $2,313.37 360 1-Sep-28 $ 365,669.13 86.73
4816975 BASKING RIDGE NJ 07920 SFD 6.625 6.000 $1,600.78 360 1-Aug-28 $ 249,557.64 41.67
4817065 LOS ANGELES CA 90035 SFD 6.875 6.000 $2,299.26 360 1-Sep-28 $ 349,705.95 43.42
4817118 FREMONT CA 94555 SFD 7.250 6.000 $1,991.96 360 1-Aug-28 $ 291,543.04 80.00
4817141 RICHMOND TX 77469 SFD 7.875 6.000 $ 601.45 360 1-Sep-28 $ 82,892.91 89.97
4817195 HOPKINTON MA 01748 SFD 6.500 6.000 $2,819.03 360 1-Sep-28 $ 445,596.80 78.31
4817333 CASTLE ROCK CO 80104 SFD 6.625 6.000 $3,326.42 360 1-Sep-28 $ 519,041.65 79.92
4817351 THOUSAND OAKS CA 91360 SFD 6.750 6.000 $1,945.80 360 1-Sep-28 $ 299,741.70 75.00
4817366 CHARLOTTE NC 28270 SFD 6.500 6.000 $1,790.02 360 1-Sep-28 $ 282,943.98 80.00
4817426 HACKETTSTOWN NJ 07840 SFD 6.875 6.000 $1,639.70 360 1-Aug-28 $ 249,179.40 80.00
4817556 SEATTLE WA 98105 SFD 6.875 6.000 $4,182.99 360 1-Aug-28 $ 635,677.05 69.97
4817675 YARDLEY PA 19067 SFD 6.875 6.000 $2,196.45 360 1-Sep-28 $ 334,069.10 90.00
4817782 SPARTA NJ 07871 SFD 6.750 6.000 $2,351.17 360 1-Sep-28 $ 362,187.89 78.38
4817972 AVON CT 06001 SFD 6.750 6.000 $1,651.66 360 1-Sep-28 $ 254,430.75 79.99
4817974 COLUMBIA MD 21044 SFD 6.625 6.000 $2,510.02 360 1-Sep-28 $ 391,654.15 80.00
4817987 MOORPARK CA 93021 SFD 6.375 6.000 $1,559.68 360 1-Aug-28 $ 249,535.66 69.08
4818057 TORRANCE CA 90277 SFD 6.875 6.000 $3,310.93 360 1-Sep-28 $ 503,576.57 80.00
4818108 ALPHARETTA GA 30201 SFD 6.750 6.000 $1,919.86 360 1-Aug-28 $ 295,488.85 80.00
4818129 CYPRESS TX 77429 SFD 7.000 6.000 $2,438.34 360 1-Aug-28 $ 365,897.40 78.56
4818221 THOUSAND OAKS CA 91362 SFD 6.625 6.000 $2,097.66 360 1-Sep-28 $ 327,310.96 80.00
4818443 CHICAGO IL 60613 PUD 6.500 6.000 $1,529.61 360 1-Sep-28 $ 241,708.93 85.82
4818501 SAN RAMON CA 94583 SFD 6.875 6.000 $2,580.75 360 1-Sep-28 $ 392,519.95 90.00 GD 6YR
4818793 CHESTERFIELD MO 63005 SFD 6.625 6.000 $2,049.00 360 1-Sep-28 $ 319,717.67 64.00
4818821 PEACHTREE CITY GA 30269 SFD 6.625 6.000 $1,844.10 360 1-Aug-28 $ 287,490.40 90.00
4818838 MATTHEWS NC 28105 SFD 6.875 6.000 $1,708.02 360 1-Aug-28 $ 259,561.87 76.13
4818910 WHEAT RIDGE CO 80033 SFD 6.500 6.000 $1,481.89 360 1-Sep-28 $ 234,238.05 69.99
4818958 ALISO VIEJO CA 92656 SFD 6.625 6.000 $1,805.68 360 1-Sep-28 $ 281,751.19 80.00
4819060 GIBSONIA PA 16145 SFD 6.750 6.000 $2,042.44 360 1-Sep-28 $ 314,628.87 90.00
4819070 FORT MYERS FL 33908 SFD 6.375 6.000 $1,547.20 360 1-Sep-28 $ 247,770.30 80.00
4819164 FALLS CHURCH VA 22046 SFD 6.500 6.000 $1,777.38 360 1-Sep-28 $ 280,945.79 95.00
4819202 LIBERTYVILLE IL 60048 SFD 6.625 6.000 $2,648.97 360 1-Sep-28 $ 413,335.00 66.19
4819220 DALLAS TX 75225 SFD 7.750 6.000 $1,966.91 360 1-Sep-28 $ 274,356.23 95.00
4819281 SPARTA NJ 07871 SFD 7.000 6.000 $1,862.85 360 1-Sep-28 $ 279,770.48 55.45
4819327 LITTLETON CO 80123 SFD 7.375 6.000 $1,771.59 360 1-Sep-28 $ 256,304.82 95.00
4819350 ORLANDO FL 32835 SFD 6.875 6.000 $1,576.63 360 1-Sep-28 $ 239,798.37 80.00
4819408 TULSA OK 74137 SFD 6.750 6.000 $1,759.00 360 1-Sep-28 $ 270,966.50 80.00
4819433 OVERLAND PARK KS 66223 SFD 7.000 6.000 $2,604.33 360 1-Sep-28 $ 391,129.13 80.00
4819480 LAKE JACKSON TX 77566 SFD 7.125 6.000 $1,815.68 360 1-Sep-28 $ 268,284.48 70.00
4819668 MANDEVILLE LA 70448 SFD 7.250 6.000 $1,762.75 360 1-Aug-28 $ 257,995.62 95.00
4819762 RAMSEY NJ 07446 SFD 6.625 6.000 $2,066.93 360 1-Sep-28 $ 322,515.19 80.00
4819791 DEDHAM MA 02026 SFD 6.750 6.000 $2,270.10 360 1-Sep-28 $ 349,698.65 47.62
4819803 LITITZ PA 17543 SFD 6.625 6.000 $2,561.25 360 1-Sep-28 $ 399,647.08 79.56
4820459 ALPHARETTA GA 30005 SFD 6.375 6.000 $1,472.34 360 1-Sep-28 $ 235,781.41 80.00
4820463 VIENNA VA 22182 SFD 6.750 6.000 $2,231.18 360 1-Sep-28 $ 343,685.00 80.00
4820506 ORLANDO FL 32835 SFD 6.000 5.733 $1,500.08 360 1-Aug-28 $ 249,700.59 69.99
4820566 GREENWICH CT 06830 SFD 6.375 6.000 $2,183.55 360 1-Sep-28 $ 349,675.83 39.33
4820577 BUDD LAKE NJ 07828 SFD 7.250 6.000 $2,363.75 360 1-Sep-28 $ 346,229.69 90.00
4820587 DURHAM NC 27705 SFD 6.625 6.000 $2,561.25 360 1-Sep-28 $ 399,647.08 74.07
4820605 WOODBURY MN 55125 SFD 6.750 6.000 $1,809.59 360 1-Sep-28 $ 278,759.79 69.92
4820654 ALPHARETTA GA 30004 SFD 6.500 6.000 $1,628.21 360 1-Aug-28 $ 257,132.98 80.00
4820675 DANBURY CT 06811 SFD 6.875 6.000 $2,188.89 360 1-Sep-28 $ 332,920.07 79.81
4820677 HOUSTON TX 77059 SFD 6.500 6.000 $1,441.12 360 1-Aug-28 $ 227,586.64 80.00
4820699 ARLINGTON VA 22205 SFD 6.875 6.000 $1,528.35 360 1-Sep-28 $ 232,454.54 90.00
4820766 PHOENIX AZ 85048 SFD 6.625 6.000 $2,011.54 360 1-Sep-28 $ 313,872.83 79.94
4820814 CHARLOTTE NC 28277 SFD 6.500 6.000 $2,621.19 360 1-Sep-28 $ 414,325.10 85.00
4820839 FREMONT CA 94539 SFD 6.375 6.000 $2,408.14 360 1-Oct-28 $ 386,000.00 80.00
4820927 ALAMO CA 94507 SFD 6.750 6.000 $4,462.36 360 1-Sep-28 $ 687,407.64 80.00 GD 4YR
4820980 HIGHLAND VILLAGE TX 75067 SFD 6.875 6.000 $2,003.64 360 1-Sep-28 $ 304,743.76 60.40
4820984 MONKTON MD 21111 SFD 6.500 6.000 $2,022.62 360 1-Sep-28 $ 319,710.71 78.05
4821016 RIDGEWOOD NJ 07450 SFD 6.625 6.000 $1,792.88 360 1-Sep-28 $ 279,752.96 47.46
4821098 BELLE MEAD NJ 08502 SFD 6.500 6.000 $2,042.22 360 1-Sep-28 $ 322,807.91 90.00
4821155 SIMSBURY CT 06070 SFD 6.750 6.000 $2,892.75 360 1-Sep-28 $ 445,616.00 80.00
4821180 ALPHARETTA GA 30022 SFD 6.750 6.000 $2,010.66 360 1-Aug-28 $ 309,464.68 75.83
4821183 KINGSPORT TN 37664 SFD 6.750 6.000 $1,552.75 360 1-Sep-28 $ 239,193.88 95.00
4821192 JAMESTOWN NC 27282 SFD 7.625 6.000 $2,054.38 360 1-Aug-28 $ 289,828.50 90.00
4821235 SCHWENKSVILLE PA 19473 SFD 6.625 6.000 $1,531.63 360 1-Sep-28 $ 238,988.95 80.00
4821268 BREA CA 92821 SFD 7.250 6.000 $2,148.86 360 1-Sep-28 $ 314,754.27 90.00 GD 1YR
4821357 FRANKLIN MA 02038 SFD 7.125 6.000 $2,267.74 360 1-Sep-28 $ 336,330.82 90.00 GD 3YR
4821494 BAKERSFIELD CA 93311 SFD 6.625 6.000 $1,869.71 360 1-Sep-28 $ 291,742.37 80.00
4821501 VIRGINIA BEACH VA 23452 SFD 6.750 6.000 $1,491.78 360 1-Sep-28 $ 229,801.97 50.44
4821551 CINCINNATI OH 45249 SFD 6.625 6.000 $2,721.33 360 1-Sep-28 $ 424,625.02 79.44
4821607 VIRGINIA BEACH VA 23456 SFD 6.750 6.000 $1,619.88 360 1-Sep-28 $ 249,534.96 90.00
4821627 HOUSTON TX 77060 SFD 6.750 6.000 $1,756.08 360 1-Sep-28 $ 270,516.89 75.00
4821670 HOPEWELL NJ 08534 SFD 6.750 6.000 $2,905.72 360 1-Oct-28 $ 448,000.00 80.00
4821733 MCLEAN VA 22102 SFD 6.625 6.000 $3,765.03 360 1-Sep-28 $ 587,481.22 80.00
4821744 SOUTH GLASTONBURY CT 06073 SFD 7.250 6.000 $1,688.39 360 1-Sep-28 $ 247,306.92 90.00
4821789 CHARLOTTE NC 28277 SFD 6.875 6.000 $1,675.17 360 1-Sep-28 $ 254,785.77 59.59
4821950 CARMEL NY 10512 SFD 6.500 6.000 $1,598.51 360 1-Sep-28 $ 252,671.37 87.21
4821982 DENVER CO 80220 SFD 6.750 6.000 $2,212.37 360 1-Sep-28 $ 340,806.32 90.00
4821994 VIENNA VA 22181 SFD 6.250 5.983 $2,155.02 360 1-Oct-28 $ 350,000.00 69.31
4822066 SCOTTSDALE AZ 85255 SFD 6.375 6.000 $2,196.03 360 1-Sep-28 $ 351,673.97 80.00
4822096 LAFAYETTE LA 70503 SFD 6.625 6.000 $1,879.96 360 1-Sep-28 $ 293,340.96 80.00
4822120 MORGAN HILL CA 95037 SFD 6.375 6.000 $2,380.69 360 1-Sep-28 $ 381,246.56 80.00
4822296 CEDAR PARK TX 78613 SFD 6.500 6.000 $1,501.17 360 1-Aug-28 $ 237,069.42 95.00
4822506 CARMEL IN 46032 SFD 6.875 6.000 $2,299.26 360 1-Oct-28 $ 350,000.00 46.05
4822558 PORTLAND OR 97229 SFD 6.625 6.000 $2,305.12 360 1-Sep-28 $ 359,682.38 69.90
4822568 ALPHARETTA GA 30022 SFD 6.875 6.000 $2,312.39 360 1-Aug-28 $ 351,406.86 80.00
4822642 HOUSTON TX 77024 SFD 6.875 6.000 $2,770.60 360 1-Aug-28 $ 420,039.32 70.00
4822675 TRABUCO CANYON CA 92679 SFD 7.250 6.000 $1,863.03 360 1-Aug-28 $ 272,672.61 80.00
4822792 HOPKINTON MA 01748 SFD 6.875 6.000 $3,284.65 360 1-Sep-28 $ 499,579.93 68.97
4822836 PINCKNEY MI 48169 SFD 6.875 6.000 $1,839.41 360 1-Sep-28 $ 279,764.76 88.89 GD 4YR
4822865 CALABASAS CA 91302 SFD 6.500 6.000 $2,749.50 360 1-Sep-28 $ 434,606.75 51.63
4822901 SAN JOSE CA 95135 SFD 6.875 6.000 $2,931.88 360 1-Aug-28 $ 445,547.95 79.93
4822906 DISCOVERY BAY CA 94514 SFD 7.125 6.000 $2,021.16 360 1-Sep-28 $ 299,760.09 93.75
4823021 FREMONT CA 94539 SFD 6.625 6.000 $1,536.75 360 1-Sep-28 $ 239,788.25 80.00
4823053 WELLESLEY MA 02481 SFD 6.750 6.000 $2,594.40 360 1-Sep-28 $ 399,655.60 61.82
4823125 REDMOND WA 98053 SFD 6.875 6.000 $2,627.72 360 1-Sep-28 $ 399,663.95 86.77
4823244 POTOMAC MD 20854 SFD 6.750 6.000 $3,891.59 360 1-Sep-28 $ 599,483.41 66.67
4823251 ARLINGTON HEIGHTS IL 60004 SFD 7.375 6.000 $1,771.59 360 1-Sep-28 $ 256,304.82 90.00
4823295 NORTHBOROUGH MA 01532 SFD 6.500 6.000 $1,936.66 360 1-Sep-28 $ 306,123.01 80.00 GD 5YR
4823401 SALT LAKE CITY UT 84121 SFD 6.875 6.000 $2,249.99 360 1-Oct-28 $ 342,500.00 79.19
4823403 RANCHO SANTA MARGARCA 92688 SFD 6.375 6.000 $1,663.09 360 1-Sep-28 $ 266,328.09 68.70
4823416 `AYETTEVILLE AR 72703 SFD 7.125 6.000 $2,256.96 360 1-Sep-28 $ 334,732.10 62.56
4823442 CARY IL 60013 SFD 6.625 6.000 $1,716.04 360 1-Sep-28 $ 267,763.54 80.00
4823471 STOW MA 01775 SFD 6.750 6.000 $2,010.01 360 1-Aug-28 $ 309,364.86 89.85
4823559 SCOTTSDALE AZ 85259 SFD 6.625 6.000 $2,314.73 360 1-Oct-28 $ 361,500.00 73.63
4823595 HUDSON OH 44236 SFD 6.375 6.000 $1,824.82 360 1-Sep-28 $ 292,229.09 90.00
4823667 LITTLETON CO 80124 SFD 7.125 6.000 $2,428.09 360 1-Sep-28 $ 360,111.79 89.99
4823709 OAK PARK HEIGHTS MN 55082 SFD 7.000 6.000 $1,689.87 360 1-Sep-28 $ 253,791.80 75.84
4823740 LAKE FOREST IL 60045 SFD 6.875 6.000 $2,923.34 360 1-Sep-28 $ 444,626.14 50.86
4823801 TRENTON NJ 08638 SFD 6.875 6.000 $1,823.97 360 1-Sep-28 $ 277,416.73 90.00
4823813 CHAPEL HILL NC 27516 SFD 6.625 6.000 $1,614.23 360 1-Sep-28 $ 251,877.57 69.24
4824085 STERLING VA 20165 SFD 6.625 6.000 $2,766.15 360 1-Sep-28 $ 431,618.85 80.00
4824099 DRIFTWOOD TX 78619 SFD 7.250 6.000 $1,937.38 360 1-Aug-28 $ 283,555.56 80.00
4824119 DISCOVERY BAY CA 94514 SFD 7.125 6.000 $1,667.46 360 1-Sep-28 $ 247,302.07 90.00
4824253 PLYMOUTH MN 55446 SFD 7.000 6.000 $1,829.59 360 1-Sep-28 $ 274,774.58 67.07
4824313 ACWORTH GA 30101 SFD 7.250 6.000 $1,878.72 360 1-Sep-28 $ 275,185.16 94.99
4824510 MCKINNEY TX 75070 SFD 7.000 6.000 $2,788.62 360 1-Aug-28 $ 418,460.84 79.99
4824593 KNOXVILLE TN 37922 SFD 7.000 6.000 $1,811.29 360 1-Sep-28 $ 272,026.83 90.00
4824676 DANVILLE CA 94526 SFD 7.000 6.000 $2,828.87 360 1-Sep-28 $ 424,851.46 80.00
4824797 ACWORTH GA 30101 SFD 6.875 6.000 $1,576.63 360 1-Sep-28 $ 239,798.37 81.36
4824800 SUMMIT NJ 07901 SFD 6.500 6.000 $3,476.38 360 1-Sep-28 $ 549,502.79 73.33
4824875 PLEASANTON CA 94588 SFD 6.750 6.000 $3,080.85 360 1-Oct-28 $ 475,000.00 62.71
4824883 CLAYTON MO 63105 SFD 7.000 6.000 $2,827.54 360 1-Oct-28 $ 425,000.00 54.84
4825087 WOODBURY MN 55125 SFD 6.750 6.000 $1,588.55 360 1-Aug-28 $ 244,497.07 79.52
4825172 GRAFTON MA 01519 SFD 7.875 6.000 $1,852.92 360 1-Oct-28 $ 255,550.00 95.00
4825281 BELLAIRE TX 77401 SFD 6.750 6.000 $2,018.44 360 1-Sep-28 $ 310,932.06 80.00
4825376 DELRAY BEACH FL 33483 SFD 6.875 6.000 $1,921.52 360 1-Sep-28 $ 292,254.26 90.00
4825412 SAN JOSE CA 95120 SFD 7.250 6.000 $2,687.78 360 1-Sep-28 $ 393,692.64 80.00
4825484 MISSION VIEJO CA 92692 SFD 6.875 6.000 $2,417.50 360 1-Sep-28 $ 367,690.83 80.00
4825487 HAMPTON NJ 08827 SFD 6.625 6.000 $2,114.95 360 1-Aug-28 $ 329,715.55 79.99
4825559 LOS GATOS CA 95032 SFD 6.750 6.000 $3,289.69 360 1-Sep-28 $ 506,763.31 80.00
4825883 SOUTHLAKE TX 76092 SFD 7.000 6.000 $1,590.07 360 1-Sep-28 $ 238,804.10 54.44
4825963 BLUE BELL PA 19422 SFD 6.625 6.000 $1,716.04 360 1-Sep-28 $ 267,763.54 80.00
4826003 CHARLOTTE NC 28226 SFD 7.125 6.000 $2,614.03 360 1-Sep-28 $ 387,689.72 80.00
4826010 DALLAS TX 75252 SFD 7.125 6.000 $3,099.11 360 1-Sep-28 $ 459,632.14 80.00
4826065 ADA MI 49301 SFD 6.625 6.000 $2,996.66 360 1-Aug-28 $ 467,171.90 80.00
4826085 WILMINGTON NC 28409 SFD 6.375 6.000 $1,996.39 360 1-Sep-28 $ 319,703.61 79.01
4826175 MEDFIELD MA 02052 SFD 7.375 6.000 $2,313.77 360 1-Sep-28 $ 334,745.08 73.14
4826199 ANTIOCH IL 60002 SFD 7.000 6.000 $1,634.65 360 1-Sep-28 $ 245,498.60 90.00
4826226 HOUSTON TX 77024 SFD 6.875 6.000 $2,023.35 360 1-Sep-28 $ 307,641.23 80.00
4826239 THE WOODLANDS TX 77381 SFD 6.750 6.000 $1,945.15 360 1-Sep-28 $ 299,641.79 69.99
4826330 OMAHA NE 68118 SFD 6.500 6.000 $2,022.62 360 1-Sep-28 $ 319,710.71 80.00
4826348 KATONAH NY 10536 SFD 6.375 6.000 $2,651.45 360 1-Sep-28 $ 424,606.36 80.00
4826408 REDMOND WA 98053 SFD 6.750 6.000 $1,842.02 360 1-Sep-28 $ 283,755.48 80.00 GD 3YR
4826421 AUSTIN TX 78735 SFD 6.875 6.000 $2,706.55 360 1-Sep-28 $ 411,653.87 80.00
4826480 SAN ANTONIO TX 78230 SFD 6.750 6.000 $3,243.00 360 1-Aug-28 $ 499,136.58 62.42
4826487 EAST BRUNSWICK NJ 08816 SFD 6.625 6.000 $1,895.33 360 1-Sep-28 $ 295,738.84 80.00
4826583 SOUTH LYON MI 48178 SFD 7.125 6.000 $1,766.49 360 1-Sep-28 $ 261,990.32 95.00 GD 5YR
4826645 CHESTER NJ 07930 SFD 6.375 6.000 $1,990.15 360 1-Sep-28 $ 318,704.54 61.46
4826672 BELMONT MI 49306 SFD 6.500 6.000 $2,022.62 360 1-Sep-28 $ 319,710.71 80.00
4826698 SUWANEE GA 30024 SFD 6.625 6.000 $1,594.38 360 1-Sep-28 $ 248,780.31 80.00
4826700 CANTON GA 30114 SFD 6.875 6.000 $1,665.32 360 1-Sep-28 $ 253,287.02 90.00
4826717 SAN JOSE CA 95120 SFD 6.875 6.000 $3,107.28 360 1-Oct-28 $ 473,000.00 79.99
4826724 COPLEY OH 44321 SFD 6.750 6.000 $1,539.78 360 1-Sep-28 $ 237,195.60 79.66
4826742 SETAUKET NY 11733 SFD 6.875 6.000 $2,194.15 360 1-Sep-28 $ 333,719.39 89.91
4826773 DALLAS TX 75230 SFD 6.625 6.000 $2,817.37 360 1-Sep-28 $ 439,611.80 80.00
4826895 DALLAS TX 75230 SFD 6.375 6.000 $4,047.36 360 1-Sep-28 $ 648,149.12 78.16
4826989 NOVI MI 48374 SFD 6.500 6.000 $1,820.36 360 1-Sep-28 $ 287,560.00 65.60
4827007 ISSAQUAH WA 98029 SFD 6.500 6.000 $1,871.56 360 1-Sep-28 $ 295,832.32 90.00
4827055 NEWBURGH IN 47630 SFD 6.625 6.000 $2,945.44 360 1-Sep-28 $ 459,594.14 80.00
4827086 DANVILLE CA 94506 SFD 6.375 6.000 $1,871.61 360 1-Oct-28 $ 300,000.00 80.00
4827087 AUSTIN TX 78733 SFD 7.000 6.000 $2,160.24 360 1-Sep-28 $ 324,433.84 80.00
4827090 LOS GATOS CA 95030 SFD 6.750 6.000 $4,540.19 360 1-Sep-28 $ 699,397.31 57.61 GD 3YR
4827173 ERIE CO 80516 SFD 6.875 6.000 $1,795.72 360 1-Sep-28 $ 273,120.35 79.99
4827280 FAYETTEVILLE GA 30215 SFD 7.000 6.000 $1,729.79 360 1-Sep-28 $ 259,786.88 68.80
4827345 LIVERMORE CA 94550 SFD 6.625 6.000 $2,612.47 360 1-Aug-28 $ 407,278.07 80.00
4827388 LAFAYETTE CA 94549 SFD 7.375 6.000 $2,535.13 360 1-Aug-28 $ 366,489.68 79.99
4827411 BROOKFIELD CT 06804 SFD 7.250 6.000 $1,746.38 360 1-Sep-28 $ 255,800.29 80.00
4827453 TAMPA FL 33609 SFD 7.000 6.000 $1,674.90 360 1-Sep-28 $ 251,543.64 95.00
4827522 LITTLETON CO 80125 SFD 6.625 6.000 $1,978.41 360 1-Sep-28 $ 308,702.39 85.00
4827864 SAN JOSE CA 95135 SFD 6.875 6.000 $2,086.41 360 1-Sep-28 $ 317,333.17 80.00
4827906 SANTA MONICA CA 90401 LCO 6.875 6.000 $1,734.30 360 1-Sep-28 $ 263,778.20 80.00
4827966 ALPHARETTA GA 30201 SFD 7.125 6.000 $2,213.17 360 1-Sep-28 $ 328,237.30 90.00
4827972 PALM BEACH GARDENS FL 33410 SFD 7.000 6.000 $1,573.78 360 1-Sep-28 $ 236,333.37 95.00
4827987 GREELEY CO 80634 SFD 6.375 6.000 $2,121.16 360 1-Sep-28 $ 339,685.09 80.00
4828055 WEST LINN OR 97068 SFD 6.750 6.000 $2,788.33 360 1-Sep-28 $ 429,529.86 80.00
4828082 TAMPA FL 33647 SFD 7.125 6.000 $1,778.62 360 1-Aug-28 $ 263,576.51 80.00
4828126 ALBUQUERQUE NM 87122 SFD 6.625 6.000 $1,600.78 360 1-Sep-28 $ 249,779.43 78.74
4828131 BROOKFIELD WI 53045 SFD 6.625 6.000 $2,081.02 360 1-Sep-28 $ 324,713.25 76.47
4828140 WEST LINN OR 97068 SFD 6.500 6.000 $1,896.21 360 1-Sep-28 $ 299,728.79 69.77
4828164 AVON CT 06001 SFD 6.750 6.000 $2,827.89 360 1-Oct-28 $ 436,000.00 80.00
4828167 BRIDGEWATER NJ 08807 SFD 7.000 6.000 $1,674.90 360 1-Sep-28 $ 251,543.64 95.00
4828184 HOUSTON TX 77069 SFD 7.375 6.000 $1,738.78 360 1-Sep-28 $ 251,558.43 95.00
4828234 ALAMO CA 94507 SFD 6.500 6.000 $3,160.35 360 1-Oct-28 $ 500,000.00 72.94 GD 6YR
4828346 WESTLAKE VILLAGE CA 91361 SFD 6.375 6.000 $2,163.90 360 1-Sep-28 $ 346,528.74 74.99
4828377 SAN JOSE CA 95123 SFD 7.375 6.000 $1,864.83 360 1-Sep-28 $ 269,794.54 90.00
4828397 MARIETTA GA 30062 SFD 6.250 5.983 $2,719.01 360 1-Aug-28 $ 440,759.80 68.96
4828458 LAGUNA NIGUEL CA 92677 PUD 6.625 6.000 $1,600.78 360 1-Sep-28 $ 249,779.43 63.61
4828480 OMAHA NE 68137 SFD 7.250 6.000 $1,656.33 360 1-Sep-28 $ 242,610.59 80.00 GD 5YR
4828521 STAMFORD CT 06903 SFD 6.625 6.000 $2,196.27 360 1-Sep-28 $ 342,697.38 67.25
4828535 RICHMOND VA 23075 SFD 7.000 6.000 $2,661.21 360 1-Sep-28 $ 399,672.12 57.31
4828536 FAIR OAKS RANCH TX 78015 SFD 7.000 6.000 $1,663.26 360 1-Sep-28 $ 249,795.07 60.08
4828557 SAINT PETERSBURG FL 33701 SFD 7.250 6.000 $2,041.42 360 1-Aug-28 $ 298,781.69 95.00
4828569 MALVERN PA 19355 SFD 6.750 6.000 $1,621.50 360 1-Sep-28 $ 249,784.75 43.04
4828577 GRAND BLANC MI 48439 SFD 7.375 6.000 $1,336.46 360 1-Sep-28 $ 193,352.76 90.00
4828623 RESTON VA 20194 SFD 6.625 6.000 $1,792.87 360 1-Oct-28 $ 280,000.00 80.00
4828637 GLASTONBURY CT 06033 SFD 6.625 6.000 $1,923.50 360 1-Oct-28 $ 300,400.00 79.89
4828667 LITTLETON CO 80123 SFD 6.875 6.000 $4,619.53 360 1-Sep-28 $ 702,609.22 80.00
4828866 HAWTHORN WOODS IL 60047 SFD 6.500 6.000 $2,070.66 360 1-Sep-28 $ 327,303.84 80.00 GD 3YR
4828870 ALPHARETTA GA 30005 SFD 7.500 6.000 $1,233.42 360 1-Aug-28 $ 176,137.34 90.00
4828871 ALPHARETTA GA 30005 SFD 7.000 6.000 $1,929.38 360 1-Sep-28 $ 289,762.29 69.36
4828907 WESTFORD MA 01886 SFD 6.750 6.000 $2,228.59 360 1-Sep-28 $ 343,304.16 80.00
4828930 SAN JOSE CA 95118 SFD 6.750 6.000 $1,997.69 360 1-Sep-28 $ 307,734.81 79.90
4828982 ALPHARETTA GA 30022 SFD 7.000 6.000 $2,139.61 360 1-Sep-28 $ 321,336.39 80.00
4828997 ALPHARETTA GA 30004 SFD 6.625 6.000 $2,253.89 360 1-Sep-28 $ 351,689.44 80.00
4829013 AGOURA CA 91301 SFD 6.500 6.000 $3,160.35 360 1-Sep-28 $ 499,547.98 79.49
4829085 BLOOMFIELD MI 48301 SFD 6.750 6.000 $2,568.45 360 1-Sep-28 $ 395,659.05 80.00
4829228 MEDINA OH 44256 SFD 6.375 6.000 $1,504.16 360 1-Sep-28 $ 240,876.68 89.33
4829251 DUBLIN OH 43017 SFD 7.125 6.000 $2,075.06 360 1-Sep-28 $ 307,753.69 80.00
4829453 BEAUMONT TX 77713 SFD 6.875 6.000 $2,824.80 360 1-Sep-28 $ 429,638.74 72.27
4829457 MOORPARK CA 93021 SFD 6.750 6.000 $1,634.47 360 1-Sep-28 $ 251,783.03 80.00
4829486 PALOS VERDES ESTATECA 90274 SFD 6.750 6.000 $4,086.17 360 1-Aug-28 $ 628,409.30 64.95
4829509 GENEVA IL 60134 SFD 7.125 6.000 $1,948.40 360 1-Sep-28 $ 288,968.73 80.00
4829525 EDEN PRAIRIE MN 55347 SFD 7.250 6.000 $1,893.73 360 1-Sep-28 $ 277,383.44 80.00
4829549 BERWYN PA 19312 SFD 6.875 6.000 $2,472.36 360 1-Oct-28 $ 376,350.00 75.82
4829565 RICHMOND TX 77469 SFD 7.000 6.000 $2,341.87 360 1-Sep-28 $ 351,711.46 80.00
4829682 WHITEHOUSE STATION NJ 08889 SFD 6.500 6.000 $2,085.83 360 1-Sep-28 $ 329,701.67 84.62
4829704 WEXFORD PA 15090 SFD 7.000 6.000 $1,729.79 360 1-Oct-28 $ 260,000.00 80.00
4829832 HIGHLANDS RANCH CO 80126 SFD 6.750 6.000 $2,091.73 360 1-Sep-28 $ 322,222.34 72.07
4829854 FRANKLIN LAKES NJ 07417 SFD 7.125 6.000 $4,372.44 360 1-Sep-28 $ 648,481.00 79.63
4829884 DUNWOODY GA 30338 SFD 6.750 6.000 $2,620.34 360 1-Oct-28 $ 404,000.00 80.00
4829890 PLEASANTON CA 94566 SFD 6.375 6.000 $4,055.16 360 1-Aug-28 $ 648,792.74 57.78
4829913 YORBA LINDA CA 92887 SFD 7.000 6.000 $3,087.01 360 1-Sep-28 $ 463,619.66 80.00 GD 3YR
4829994 CINCINNATI OH 45249 SFD 6.500 6.000 $2,376.58 360 1-Sep-28 $ 375,660.09 80.00
4830247 PLANTATION FL 33325 SFD 7.000 6.000 $4,045.04 360 1-Sep-28 $ 607,501.63 80.00
4830415 PAOLI PA 19301 SFD 6.500 6.000 $3,337.32 360 1-Oct-28 $ 528,000.00 80.00
4830422 THE WOODLANDS TX 77381 SFD 6.875 6.000 $1,642.33 360 1-Sep-28 $ 249,789.96 76.92
4830457 APEX NC 27502 SFD 6.750 6.000 $1,489.19 360 1-Sep-28 $ 229,402.31 80.00
4830465 BLOOMINGTON IL 61704 SFD 6.250 5.983 $1,961.06 360 1-Sep-28 $ 318,197.79 70.00
4830489 BOULDER CO 80304 SFD 6.750 6.000 $1,605.93 360 1-Sep-28 $ 247,386.82 80.00
4830562 BATON ROUGE LA 70801 SFD 6.750 6.000 $2,049.57 360 1-Sep-28 $ 315,727.93 80.00
4830589 EDEN PRAIRIE MN 55347 SFD 6.500 6.000 $1,972.05 360 1-Sep-28 $ 311,717.95 80.00
4830597 STUDIO CITY CA 91604 SFD 7.125 6.000 $2,273.81 360 1-Sep-28 $ 337,230.10 90.00
4830627 MIDLOTHIAN VA 23112 SFD 6.500 6.000 $1,479.04 360 1-Sep-28 $ 233,788.46 90.00
4830649 KINGWOOD TX 77339 SFD 6.750 6.000 $1,945.80 360 1-Aug-28 $ 299,481.95 61.20
4830708 WEST CHESTER PA 19382 SFD 6.875 6.000 $2,266.41 360 1-Sep-28 $ 344,710.15 72.03
4830836 ALISO VIEJO CA 92656 SFD 7.000 6.000 $1,729.79 360 1-Sep-28 $ 259,786.88 80.00
4830852 NEW FAIRFIELD CT 06812 SFD 6.625 6.000 $2,627.84 360 1-Sep-28 $ 410,037.91 80.00
4830866 SETAUKET NY 11733 SFD 6.500 6.000 $2,189.49 360 1-Oct-28 $ 346,400.00 80.00
4830939 SAN FRANCISCO CA 94118 LCO 6.375 6.000 $2,916.60 360 1-Sep-28 $ 467,066.99 60.91
4830949 BLOOMFIELD MI 48302 SFD 6.250 5.983 $2,462.87 360 1-Sep-28 $ 399,620.46 62.50
4831028 WESTPORT CT 06880 SFD 6.750 6.000 $2,250.64 360 1-Sep-28 $ 346,701.24 55.34
4831052 LIBERTYVILLE IL 60048 SFD 6.750 6.000 $4,254.81 360 1-Oct-28 $ 656,000.00 80.00
4831145 WATERLOO IA 50702 SFD 6.625 6.000 $ 813.20 360 1-Sep-28 $ 126,887.95 74.27
4831177 SAN DIEGO CA 92073 SFD 6.750 6.000 $2,464.68 360 1-Oct-28 $ 380,000.00 80.00 GD30YR
4831181 ALPHARETTA GA 30202 SFD 7.125 6.000 $2,694.88 360 1-Sep-28 $ 399,680.12 89.89
4831205 CARMEL IN 46032 SFD 6.875 6.000 $1,773.71 360 1-Sep-28 $ 269,773.17 68.27
4831257 WEST CHESTER PA 19380 SFD 7.000 6.000 $2,155.59 360 1-Sep-28 $ 323,734.41 80.00
4831291 RIDGEWOOD NJ 07450 SFD 7.000 6.000 $2,661.21 360 1-Sep-28 $ 399,672.12 36.36
4831369 ALPHARETTA GA 30022 SFD 6.750 6.000 $4,215.89 360 1-Sep-28 $ 649,440.36 78.55
4831452 NEW HOPE PA 18938 SFD 6.375 6.000 $2,869.81 360 1-Sep-28 $ 459,573.94 80.00 GD 5YR
4831476 LAGUNA NIGUEL CA 92677 SFD 7.000 6.000 $2,078.40 360 1-Oct-28 $ 312,400.00 79.99
4831656 BOCA RATON FL 33496 SFD 6.875 6.000 $4,046.69 360 1-Sep-28 $ 615,482.48 80.00
4831680 PARK CITY UT 84098 SFD 6.625 6.000 $2,241.09 360 1-Sep-28 $ 349,691.20 45.16
4831786 MORRISON CO 80465 SFD 6.875 6.000 $2,512.76 360 1-Sep-28 $ 382,178.65 90.00
4831797 CARY IL 60013 SFD 6.500 6.000 $2,729.91 360 1-Oct-28 $ 431,900.00 80.00
4831895 GREENSBORO NC 27410 SFD 7.000 6.000 $1,663.26 360 1-Sep-28 $ 249,795.07 60.98
4831934 PARKLAND FL 33076 SFD 7.125 6.000 $1,717.99 360 1-Aug-28 $ 254,590.93 72.86
4831947 WESTON FL 33326 SFD 6.625 6.000 $1,968.96 360 1-Oct-28 $ 307,500.00 71.51
4832098 SARATOGA CA 95070 SFD 6.875 6.000 $4,270.04 360 1-Oct-28 $ 650,000.00 78.79
4832165 HINGHAM MA 02043 SFD 6.625 6.000 $2,556.12 360 1-Sep-28 $ 398,847.80 80.00
4832235 EASTON CT 06612 SFD 6.250 5.983 $1,539.30 360 1-Sep-28 $ 249,762.78 62.50
4832238 CUMMING GA 30041 SFD 7.125 6.000 $2,164.66 360 1-Sep-28 $ 321,043.06 90.00
4832274 LAKE FOREST IL 60045 SFD 6.750 6.000 $4,215.89 360 1-Sep-28 $ 649,440.36 64.55
4832313 SAN ANTONIO TX 78212 SFD 6.500 6.000 $3,056.69 360 1-Sep-28 $ 483,162.81 69.33
4832363 SALINAS CA 93908 SFD 6.625 6.000 $2,248.78 360 1-Oct-28 $ 351,200.00 80.00
4832475 ALEXANDRIA VA 22308 SFD 6.625 6.000 $2,332.98 360 1-Sep-28 $ 364,028.54 87.17
4832520 NEW FAIRFIELD CT 06812 SFD 6.625 6.000 $1,818.49 360 1-Sep-28 $ 283,749.43 78.67
4832527 DAKOTA DUNES SD 57049 SFD 6.875 6.000 $1,571.38 360 1-Sep-28 $ 238,999.04 80.00
4832731 CORAL GABLES FL 33134 SFD 6.625 6.000 $2,881.40 360 1-Sep-28 $ 449,602.97 73.53
4832808 DALLAS TX 75225 SFD 7.125 6.000 $1,878.33 360 1-Aug-28 $ 277,885.26 80.00
4832867 ESCONDIDO CA 92025 SFD 7.500 6.000 $2,293.43 360 1-Sep-28 $ 327,756.57 80.00
4832890 SUNNYVALE CA 94087 SFD 6.875 6.000 $1,891.96 360 1-Sep-28 $ 287,758.04 80.00
4832909 CHARLOTTE NC 28216 SFD 6.875 6.000 $2,956.18 360 1-Oct-28 $ 450,000.00 75.01
4832934 KENILWORTH IL 60043 SFD 6.625 6.000 $3,054.29 360 1-Sep-28 $ 476,579.15 39.02
4832948 MINNETONKA MN 55305 SFD 6.875 6.000 $2,312.39 360 1-Sep-28 $ 351,704.28 80.00
4833081 THE WOODLANDS TX 77381 SFD 6.875 6.000 $2,312.39 360 1-Sep-28 $ 351,704.28 80.00
4833087 ROCHESTER HILLS MI 48306 SFD 6.750 6.000 $3,113.28 360 1-Sep-28 $ 479,586.73 54.55
4833149 SAN JOSE CA 95120 THS 7.250 6.000 $2,394.44 360 1-Sep-28 $ 350,726.19 79.97
4833153 THOUSAND OAKS CA 91361 SFD 6.625 6.000 $2,202.67 360 1-Sep-28 $ 343,696.50 80.00
4833209 MOORPARK CA 93021 SFD 6.625 6.000 $2,193.07 360 1-Sep-28 $ 342,197.82 64.93
4833222 VILLA PARK CA 92861 SFD 6.625 6.000 $1,856.91 360 1-Sep-28 $ 289,744.13 74.36
4833286 BERKELEY CA 94705 SFD 6.625 6.000 $6,243.04 360 1-Oct-28 $ 975,000.00 75.00
4833322 SIMI VALLEY CA 93065 SFD 6.750 6.000 $2,594.40 360 1-Oct-28 $ 400,000.00 88.50
4833410 NORFOLK MA 02056 SFD 6.750 6.000 $1,660.41 360 1-Sep-28 $ 255,779.59 80.00
4833445 FULLERTON CA 92833 SFD 6.625 6.000 $1,798.64 360 1-Sep-28 $ 280,652.16 84.99
4833467 CARMEL IN 46032 SFD 6.375 6.000 $2,370.71 360 1-Sep-28 $ 379,648.04 80.00
4833688 TRABUCO CANYON CA 92679 SFD 7.250 6.000 $1,705.45 360 1-Sep-28 $ 249,804.97 65.79
4833784 BARTONVILLE TX 76226 SFD 7.375 6.000 $5,957.08 360 1-Sep-28 $ 861,843.70 75.00
4833827 JAMUL CA 91935 SFD 6.750 6.000 $1,595.56 360 1-Sep-28 $ 245,788.19 80.00
4833945 BEDFORD NH 03110 SFD 7.375 6.000 $2,141.10 360 1-Sep-28 $ 309,764.11 84.93
4833999 GLENCOE IL 60022 SFD 7.000 6.000 $2,062.44 360 1-Sep-28 $ 309,745.89 80.00 GD 3YR
4834008 SAN FRANCISCO CA 94121 SFD 6.750 6.000 $6,485.99 360 1-Sep-28 $ 999,139.01 43.01
4834020 AUSTIN TX 78724 SFD 6.875 6.000 $2,312.39 360 1-Sep-28 $ 351,704.28 77.88
4834039 EASTON MA 02356 SFD 6.625 6.000 $2,220.60 360 1-Sep-28 $ 346,494.02 80.00
4834083 SAINT CHARLES MO 63304 SFD 7.000 6.000 $1,812.29 360 1-Sep-28 $ 272,176.71 80.00 GD 3YR
4834154 ATLANTA GA 30305 SFD 6.875 6.000 $1,944.51 360 1-Sep-28 $ 295,751.32 80.00
4834202 SOUTHBOROUGH MA 01772 SFD 7.250 6.000 $2,376.02 360 1-Sep-28 $ 348,028.29 90.00
4834325 RANCHO PALOS VERDESCA 90275 SFD 6.750 6.000 $2,516.57 360 1-Sep-28 $ 387,665.93 80.00
4834443 BENTONVILLE AR 72712 SFD 7.125 6.000 $1,886.42 360 1-Sep-28 $ 279,776.08 80.00
4834556 ORANGE PARK FL 32073 SFD 6.375 6.000 $1,447.38 360 1-Sep-28 $ 231,785.12 80.00
4834623 BOXFORD MA 01921 SFD 6.750 6.000 $3,035.44 360 1-Sep-28 $ 467,597.06 79.46
4834710 SAN JOSE CA 95123 SFD 6.500 6.000 $1,769.80 360 1-Sep-28 $ 279,746.87 80.00
4834799 SAN JOSE CA 95120 SFD 7.250 6.000 $2,148.86 360 1-Sep-28 $ 314,754.27 67.74
4834814 MARIETTA GA 30062 SFD 6.500 6.000 $1,819.86 360 1-Oct-28 $ 287,920.00 80.00
4834844 STAMFORD CT 06905 LCO 6.250 5.983 $1,625.50 360 1-Sep-28 $ 263,749.50 80.00
4835061 PLANO TX 75074 SFD 6.750 6.000 $2,276.58 360 1-Oct-28 $ 351,000.00 90.00
4835226 SAN JOSE CA 95124 SFD 7.000 6.000 $1,985.27 360 1-Sep-28 $ 297,990.67 80.00
4835269 CASTLE ROCK CO 80104 SFD 6.625 6.000 $1,760.86 360 1-Sep-28 $ 274,657.37 47.83
4835352 CORAL GABLES FL 33134 SFD 7.250 6.000 $2,537.70 360 1-Sep-28 $ 371,709.80 80.00
4835560 PEMBROKE PINES FL 33028 SFD 7.375 6.000 $1,866.90 360 1-Sep-28 $ 270,094.32 79.97
4835742 HUDSON OH 44236 SFD 6.750 6.000 $2,594.40 360 1-Sep-28 $ 399,655.60 68.38
4835788 WELLESLEY MA 02482 SFD 6.750 6.000 $2,742.28 360 1-Sep-28 $ 422,435.97 80.00
4835927 LAKEWOOD CO 80227 SFD 6.750 6.000 $1,524.21 360 1-Sep-28 $ 234,797.67 70.15
4836016 SAN RAMON CA 94583 LCO 7.500 6.000 $1,760.28 360 1-Oct-28 $ 251,750.00 95.00
4836567 THE WOODLANDS TX 77380 SFD 6.875 6.000 $2,200.72 360 1-Sep-28 $ 334,718.55 54.03
4836679 SPRINGFIELD VA 22153 SFD 6.250 5.983 $1,520.83 360 1-Sep-28 $ 246,765.63 69.19
4836780 BRYN MAWR PA 19010 SFD 6.375 6.000 $2,520.44 360 1-Oct-28 $ 404,000.00 80.00
4836782 SANDY SPRING MD 20860 SFD 6.750 6.000 $1,621.50 360 1-Sep-28 $ 249,784.75 67.48
4836841 WESTON CT 06880 SFD 6.875 6.000 $5,255.44 360 1-Oct-28 $ 800,000.00 59.26
4836857 LAKEWAY TX 78734 SFD 6.875 6.000 $2,358.38 360 1-Sep-28 $ 358,698.39 78.21
4836886 ORLANDO FL 32836 SFD 6.375 6.000 $3,056.97 360 1-Sep-28 $ 489,546.16 69.50
4836926 BROOKFIELD WI 53005 SFD 7.000 6.000 $1,913.75 360 1-Sep-28 $ 287,414.21 79.46
4837204 WELLESLEY MA 02482 SFD 6.875 6.000 $3,284.65 360 1-Oct-28 $ 500,000.00 64.42
4837205 MENLO PARK CA 94025 SFD 6.250 5.983 $4,002.17 360 1-Oct-28 $ 650,000.00 70.27
4837215 COPPELL TX 75019 SFD 7.000 6.000 $2,341.20 360 1-Sep-28 $ 351,611.55 80.00
4837263 ORANGE BEACH AL 36561 SFD 7.000 6.000 $2,305.28 360 1-Sep-28 $ 346,215.97 90.00
4837311 ATLANTA GA 30309 SFD 6.500 6.000 $2,300.73 360 1-Oct-28 $ 364,000.00 70.00
4837347 HOUSTON TX 77069 SFD 6.750 6.000 $2,205.24 360 1-Sep-28 $ 339,707.26 80.00
4837422 NORTH WALES PA 19454 SFD 6.875 6.000 $1,951.08 360 1-Oct-28 $ 297,000.00 90.00
4837501 ATLANTA GA 30319 SFD 6.750 6.000 $3,423.95 360 1-Sep-28 $ 527,445.49 80.00
4837510 DUNWOODY GA 30338 SFD 6.125 5.858 $1,458.27 360 1-Sep-28 $ 239,766.73 80.00
4837650 POWAY CA 92064 SFD 7.125 6.000 $2,546.66 360 1-Oct-28 $ 378,000.00 90.00
4837656 GREENSBORO NC 27455 SFD 6.750 6.000 $2,432.25 360 1-Oct-28 $ 375,000.00 78.08
4837843 RIDGEFIELD CT 06877 SFD 6.500 6.000 $2,212.24 360 1-Oct-28 $ 350,000.00 62.50
4838338 CUPERTINO CA 95014 SFD 6.500 6.000 $3,160.35 360 1-Sep-28 $ 499,547.98 65.79
4838396 DANVILLE CA 94526 SFD 7.125 6.000 $3,018.26 360 1-Sep-28 $ 447,641.74 80.00
4838533 NAPERVILLE IL 60565 SFD 6.500 6.000 $1,700.27 360 1-Sep-28 $ 268,756.81 57.36 GD 3YR
4838548 BURLINGTON CT 06013 SFD 7.125 6.000 $2,000.28 360 1-Sep-28 $ 296,662.56 90.00
4838628 FREMONT CA 94539 SFD 6.625 6.000 $1,844.10 360 1-Sep-28 $ 287,745.90 80.00
4838671 SAN JOSE CA 95120 SFD 6.625 6.000 $2,830.18 360 1-Sep-28 $ 441,610.03 80.00
4838701 HUDSON OH 44236 SFD 6.500 6.000 $1,599.14 360 1-Sep-28 $ 252,771.28 69.70
4838739 LAS VEGAS NV 89134 SFD 6.875 6.000 $1,997.07 360 1-Oct-28 $ 304,000.00 80.00
4838778 VIENNA VA 22182 SFD 7.000 6.000 $2,661.21 360 1-Sep-28 $ 399,672.12 58.82
4838797 MENDHAM TOWNSHIP NJ 07945 SFD 6.625 6.000 $2,458.80 360 1-Oct-28 $ 384,000.00 80.00 GD 1YR
4838798 HOUSTON TX 77096 SFD 6.875 6.000 $2,081.16 360 1-Sep-28 $ 316,529.26 80.00
4838826 LAFAYETTE LA 70503 SFD 6.375 6.000 $1,628.31 360 1-Sep-28 $ 260,758.25 90.00
4838867 PLEASANTON CA 94566 SFD 6.625 6.000 $3,105.51 360 1-Sep-28 $ 484,572.09 76.50 GD 3YR
4838903 COTO DE CAZA CA 92679 SFD 6.875 6.000 $3,915.30 360 1-Sep-28 $ 595,499.28 80.00
4839067 NAPA CA 94559 SFD 6.625 6.000 $1,781.67 360 1-Oct-28 $ 278,250.00 78.44
4839077 SOUTHLAKE TX 76092 SFD 6.875 6.000 $1,662.69 360 1-Sep-28 $ 252,887.36 79.98
4839118 GURNEE IL 60031 SFD 6.500 6.000 $2,047.27 360 1-Sep-28 $ 323,607.19 80.00
4839151 CHARLOTTE NC 28277 SFD 7.125 6.000 $1,967.60 360 1-Sep-28 $ 291,816.45 90.00
4839169 OMAHA NE 68114 SFD 6.375 6.000 $2,345.76 360 1-Oct-28 $ 376,000.00 80.00
4839335 CARY NC 27511 SFD 6.875 6.000 $2,278.23 360 1-Oct-28 $ 346,800.00 80.00
4839350 LENEXA KS 66215 SFD 6.625 6.000 $1,600.78 360 1-Sep-28 $ 249,779.43 83.33
4839352 TEMECULA CA 92592 SFD 6.875 6.000 $1,602.91 360 1-Sep-28 $ 243,795.01 80.00
4839489 SAINT CHARLES MO 63304 SFD 7.500 6.000 $2,195.54 360 1-Sep-28 $ 313,766.96 89.97
4839579 REDONDO BEACH CA 90277 SFD 6.375 6.000 $2,183.55 360 1-Oct-28 $ 350,000.00 73.22 GD 3YR
4839670 CHESTERFIELD MO 63005 SFD 6.875 6.000 $2,903.30 360 1-Sep-28 $ 441,578.71 80.00
4839764 PLEASANTON CA 94566 SFD 6.750 6.000 $1,880.94 360 1-Sep-28 $ 289,750.31 74.36
4839785 WARREN NJ 07059 SFD 6.625 6.000 $2,881.40 360 1-Sep-28 $ 449,602.98 65.98
4839802 ALPHARETTA GA 30022 SFD 7.125 6.000 $1,852.73 360 1-Sep-28 $ 274,780.09 73.33
4839829 LOWER GWYNEDD PA 19002 SFD 6.500 6.000 $2,933.12 360 1-Oct-28 $ 464,050.00 79.99
4839905 ST. LOUIS MO 63025 SFD 6.375 6.000 $1,615.52 360 1-Sep-28 $ 258,710.15 69.99
4840071 CARY NC 27511 SFD 6.875 6.000 $2,049.62 360 1-Oct-28 $ 312,000.00 80.00
4840170 ALPHARETTA GA 30022 SFD 6.750 6.000 $1,816.08 360 1-Oct-28 $ 280,000.00 70.76
4840174 DACULA GA 30019 SFD 7.000 6.000 $1,756.40 360 1-Sep-28 $ 263,783.60 80.00
4840268 GAITHERSBURG MD 20879 SFD 7.000 6.000 $2,602.67 360 1-Sep-28 $ 390,879.33 80.00
4840327 MASON OH 45040 SFD 6.750 6.000 $2,594.40 360 1-Sep-28 $ 399,655.60 74.77
4840455 WILMINGTON NC 28405 SFD 6.375 6.000 $2,277.13 360 1-Oct-28 $ 365,000.00 64.60
4840460 AURORA CO 80016 SFD 6.500 6.000 $1,959.42 360 1-Sep-28 $ 309,719.75 66.67
4840505 WESTLAKE OH 44145 SFD 6.625 6.000 $1,716.04 360 1-Sep-28 $ 267,763.54 65.69
4840723 HOUSTON TX 77027 SFD 6.375 6.000 $2,994.58 360 1-Sep-28 $ 479,050.00 80.00
4840801 MONTGOMERY NJ 08502 SFD 6.500 6.000 $2,296.94 360 1-Sep-28 $ 363,071.48 80.00
4840869 AUSTIN TX 78746 SFD 6.750 6.000 $3,243.00 360 1-Sep-28 $ 499,569.50 68.97
4841002 SIMI VALLEY CA 93063 SFD 6.250 5.983 $3,078.59 360 1-Oct-28 $ 500,000.00 78.13
4841138 JUPITER FL 33458 SFD 6.500 6.000 $1,491.69 360 1-Sep-28 $ 235,786.64 74.45
4841214 PLEASANTON CA 94588 SFD 6.625 6.000 $2,212.92 360 1-Oct-28 $ 345,600.00 80.00 GD 3YR
4841238 MIAMI FL 33156 SFD 6.375 6.000 $2,121.16 360 1-Oct-28 $ 340,000.00 80.00
4841274 THE WOODLANDS TX 77381 SFD 6.625 6.000 $2,330.74 360 1-Oct-28 $ 364,000.00 80.00
4841383 FLOWER MOUND TX 75028 SFD 6.750 6.000 $1,754.46 360 1-Sep-28 $ 270,267.10 80.00
4841451 DANVILLE CA 94506 SFD 6.625 6.000 $3,755.43 360 1-Sep-28 $ 585,982.54 79.80
4841498 LONG BEACH CA 90802 LCO 7.000 6.000 $1,789.67 360 1-Sep-28 $ 268,779.50 89.97
4841620 AUSTIN TX 78746 SFD 6.875 6.000 $3,941.58 360 1-Oct-28 $ 600,000.00 80.00
4841785 CONCORD MA 01742 SFD 7.250 6.000 $1,991.96 360 1-Oct-28 $ 292,000.00 80.00
4841978 STAMFORD CT 06905 LCO 6.750 6.000 $1,621.50 360 1-Sep-28 $ 249,784.75 84.75
4842055 LIVERMORE CA 94550 SFD 7.000 6.000 $2,649.90 360 1-Sep-28 $ 397,973.52 80.00
4842056 TROY MI 48098 SFD 6.750 6.000 $3,113.28 360 1-Oct-28 $ 480,000.00 80.00
4842060 GEORGETOWN DC 20007 SFD 6.625 6.000 $2,561.25 360 1-Oct-28 $ 400,000.00 80.00
4842061 ALLEN TX 75002 SFD 6.625 6.000 $1,920.94 360 1-Sep-28 $ 299,735.31 63.49
4842080 BURNSVILLE MN 55337 SFD 6.875 6.000 $2,585.68 360 1-Oct-28 $ 393,600.00 80.00
4842092 THOUSAND OAKS CA 91362 SFD 6.875 6.000 $2,391.23 360 1-Sep-28 $ 363,694.19 89.90
4842101 CAPE ELIZABETH ME 04107 SFD 6.500 6.000 $3,160.35 360 1-Oct-28 $ 500,000.00 75.76
4842128 OXNARD CA 93030 SFD 6.500 6.000 $1,663.61 360 1-Sep-28 $ 262,962.06 80.00
4842165 CARY IL 60013 SFD 7.000 6.000 $2,413.06 360 1-Oct-28 $ 362,700.00 90.00
4842410 WHITE PLAINS NY 10605 PUD 6.375 6.000 $2,220.98 360 1-Oct-28 $ 356,000.00 80.00
4842424 NEEDHAM MA 02492 SFD 6.375 6.000 $1,497.29 360 1-Sep-28 $ 239,777.71 57.83
4842443 SEATTLE WA 98126 SFD 6.500 6.000 $1,896.21 360 1-Sep-28 $ 299,728.79 47.06
4842448 WESTBORO MA 01581 SFD 6.625 6.000 $2,561.25 360 1-Oct-28 $ 400,000.00 80.00
4842499 NEWCASTLE WA 98006 SFD 6.375 6.000 $1,996.39 360 1-Sep-28 $ 319,703.61 60.38
4842672 SOUTHBORO MA 01772 SFD 6.625 6.000 $3,617.76 360 1-Sep-28 $ 564,501.51 84.96
4842756 PORTAGE MI 49024 SFD 6.375 6.000 $1,647.02 360 1-Sep-28 $ 263,755.48 80.00
4842853 FRISCO TX 75034 SFD 6.250 5.983 $1,767.11 360 1-Sep-28 $ 286,494.79 70.00
4843110 SOUTHLAKE TX 76092 SFD 6.875 6.000 $2,309.77 360 1-Sep-28 $ 351,304.61 80.00
4843334 PARADISE VALLEY AZ 85253 SFD 6.750 6.000 $2,918.70 360 1-Oct-28 $ 450,000.00 70.31
4843419 EDINA MN 55424 SFD 6.750 6.000 $2,270.10 360 1-Sep-28 $ 349,698.65 52.97
4843499 WESTBOROUGH MA 01581 SFD 6.625 6.000 $2,074.04 360 1-Sep-28 $ 323,624.21 90.00
4843620 BERKELEY CA 94708 SFD 7.250 6.000 $2,754.29 360 1-Oct-28 $ 403,750.00 84.11
4843639 MORRISVILLE NC 27560 SFD 6.625 6.000 $1,690.42 360 1-Sep-28 $ 263,567.08 79.60
4843720 ASHLAND MA 01721 SFD 7.125 6.000 $1,589.98 360 1-Oct-28 $ 236,000.00 80.00
4843823 PLANO TX 75093 SFD 7.125 6.000 $1,721.35 360 1-Sep-28 $ 255,295.68 80.00
4843831 SOMERS NY 10589 SFD 6.750 6.000 $2,383.60 360 1-Oct-28 $ 367,500.00 70.00
4844041 HOUSTON TX 77005 SFD 6.875 6.000 $3,153.26 360 1-Oct-28 $ 480,000.00 80.00
4844075 MINNETONKA MN 55345 SFD 6.625 6.000 $3,585.11 360 1-Oct-28 $ 559,900.00 80.00
4844111 SKILLMAN NJ 08558 SFD 7.500 6.000 $2,158.48 360 1-Oct-28 $ 308,700.00 90.00
4844153 LAWRENCEVILLE GA 30043 SFD 6.500 6.000 $1,507.49 360 1-Sep-28 $ 238,284.39 90.00
4844175 GREENVILLE DE 19807 SFD 6.625 6.000 $1,741.65 360 1-Sep-28 $ 271,760.02 80.00
4844227 SCOTTSDALE AZ 85260 SFD 6.500 6.000 $2,055.49 360 1-Sep-28 $ 324,906.01 79.91
4844580 BOULDER CO 80302 SFD 6.375 6.000 $2,819.90 360 1-Oct-28 $ 452,000.00 80.00
4844610 ATLANTA GA 30350 SFD 6.875 6.000 $2,299.26 360 1-Oct-28 $ 350,000.00 55.12
4844856 MAMARONECK NY 10543 SFD 7.250 6.000 $2,769.64 360 1-Oct-28 $ 406,000.00 70.00
4844902 GREEN OAKS IL 60048 SFD 6.625 6.000 $2,305.12 360 1-Sep-28 $ 359,682.38 78.26
4844949 BAKERSFIELD CA 93311 SFD 6.250 5.983 $1,465.41 360 1-Sep-28 $ 237,774.17 51.74
4844959 HOUSTON TX 77024 SFD 6.750 6.000 $3,126.25 360 1-Sep-28 $ 481,585.00 80.00
4844961 ANDOVER MA 01810 SFD 6.250 5.983 $1,877.94 360 1-Oct-28 $ 305,000.00 79.38
4844993 HOUSTON TX 77005 SFD 7.000 6.000 $1,995.91 360 1-Sep-28 $ 299,754.09 66.68
4845006 CHANHASSEN MN 55317 SFD 7.500 6.000 $ 760.75 360 1-Sep-28 $ 108,719.25 89.99
4845073 FLOWER MOUND TX 75028 SFD 6.250 5.983 $1,446.94 360 1-Oct-28 $ 235,000.00 76.05
4845267 RENO NV 89509 SFD 7.375 6.000 $2,252.99 360 1-Jul-28 $ 325,450.76 89.98
4845589 LAFAYETTE CA 94549 SFD 7.125 6.000 $3,279.33 360 1-Sep-28 $ 486,360.75 68.80
4845861 ROCHESTER HILLS MI 48309 SFD 6.250 5.983 $1,847.16 360 1-Sep-28 $ 299,715.34 68.18
4845879 GOLD RIVER CA 95670 SFD 7.125 6.000 $2,173.76 360 1-Sep-28 $ 322,391.97 90.00
4846048 GAITHERSBURG MD 20878 SFD 6.625 6.000 $2,305.12 360 1-Oct-28 $ 360,000.00 71.29
4846094 SAN JOSE CA 95138 SFD 6.125 5.858 $1,822.84 360 1-Sep-28 $ 299,708.41 41.69
4846108 SAN JOSE CA 95138 LCO 6.625 6.000 $1,533.55 360 1-Sep-28 $ 239,288.69 79.99
4846166 SAN JOSE CA 95120 SFD 6.500 6.000 $2,494.78 360 1-Sep-28 $ 394,343.18 79.99
4846182 ALAMO CA 94507 SFD 6.750 6.000 $2,853.84 360 1-Sep-28 $ 439,621.16 80.00
4846367 TAMPA FL 33629 SFD 7.250 6.000 $1,944.21 360 1-Sep-28 $ 284,777.67 74.03
4846404 REDDING CT 06875 SFD 6.750 6.000 $2,947.88 360 1-Oct-28 $ 454,500.00 90.00
4846668 RENTON WA 98058 SFD 6.625 6.000 $2,561.25 360 1-Oct-28 $ 400,000.00 85.11
4846698 HAMPTON NJ 08827 SFD 6.625 6.000 $2,661.46 360 1-Oct-28 $ 415,650.00 85.00
4846786 WEST BLOOMFIELD MI 48323 SFD 7.375 6.000 $1,740.51 360 1-Sep-28 $ 251,808.24 80.00
4846876 SAN JOSE CA 95120 SFD 6.750 6.000 $3,597.13 360 1-Oct-28 $ 554,600.00 80.00
4847102 WINTER PARK FL 32792 SFD 6.875 6.000 $2,240.79 360 1-Oct-28 $ 341,100.00 90.00
4847463 SUNNYVALE CA 94087 SFD 6.875 6.000 $2,864.21 360 1-Sep-28 $ 435,633.71 80.00
4847528 AUSTIN TX 78746 SFD 6.375 6.000 $3,023.28 360 1-Oct-28 $ 484,600.00 79.99
4847613 CINCINNATI OH 45249 SFD 6.250 5.983 $2,262.15 360 1-Oct-28 $ 367,400.00 69.99
4848293 HIGHLAND RANCH CO 80126 SFD 7.375 6.000 $1,833.75 360 1-Sep-28 $ 265,297.97 90.00
4848356 ALAMEDA CA 94502 SFD 6.875 6.000 $2,312.39 360 1-Sep-28 $ 351,704.28 80.00
4848469 MEDINA OH 44256 SFD 6.625 6.000 $1,152.57 360 1-Sep-28 $ 179,841.18 80.00
4848574 RALEIGH NC 27615 SFD 6.750 6.000 $2,270.10 360 1-Oct-28 $ 350,000.00 80.00
4848861 SMYRNA GA 30080 SFD 6.875 6.000 $2,727.57 360 1-Sep-28 $ 414,851.18 80.00
4848978 COLLEYVILLE TX 76034 SFD 6.875 6.000 $2,732.83 360 1-Oct-28 $ 416,000.00 80.00
4849076 BOSTON MA 02116 LCO 6.625 6.000 $2,043.88 360 1-Oct-28 $ 319,200.00 80.00
4849202 SAN JOSE CA 95120 SFD 6.750 6.000 $3,009.50 360 1-Sep-28 $ 463,600.50 80.00
4849247 LAGUNA NIGUEL CA 92677 SFD 7.000 6.000 $2,308.60 360 1-Sep-28 $ 346,715.57 80.00
4849606 FRISCO TX 75034 SFD 6.750 6.000 $2,769.52 360 1-Oct-28 $ 427,000.00 70.00
4849962 SIMI VALLEY CA 93065 SFD 6.875 6.000 $2,189.22 360 1-Sep-28 $ 332,970.02 89.89
4850114 BOCA RATON FL 33487 SFD 6.750 6.000 $1,880.94 360 1-Sep-28 $ 289,750.31 74.36
4850174 CHESTER NJ 07930 SFD 6.625 6.000 $2,561.25 360 1-Oct-28 $ 400,000.00 80.00 GD 5YR
4850180 RENO NV 89511 SFD 6.625 6.000 $2,177.06 360 1-Oct-28 $ 340,000.00 79.81
4850276 LITTLETON CO 80124 SFD 6.250 5.983 $1,629.81 360 1-Sep-28 $ 264,448.84 79.99
4850594 PLEASANTON CA 94588 SFD 6.875 6.000 $4,270.04 360 1-Oct-28 $ 650,000.00 78.41
4850623 TAMPA FL 33629 SFD 7.000 6.000 $1,995.91 360 1-Oct-28 $ 300,000.00 66.82
4850803 FALLS CHURCH VA 22046 SFD 6.875 6.000 $2,264.44 360 1-Oct-28 $ 344,700.00 90.00
4851459 NAPERVILLE IL 60564 SFD 7.000 6.000 $2,288.65 360 1-Oct-28 $ 344,000.00 89.99
4851508 AUSTIN TX 78733 SFD 6.375 6.000 $2,290.86 360 1-Sep-28 $ 366,859.89 80.00
4851599 COLLINSVILLE NJ 07960 SFD 6.500 6.000 $2,149.04 360 1-Oct-28 $ 340,000.00 64.76 GD 5YR
4851730 BARTELSVILLE OK 74006 SFD 6.750 6.000 $2,305.77 360 1-Sep-28 $ 355,193.92 90.00
4851821 IRVINE CA 92614 SFD 6.750 6.000 $2,542.51 360 1-Oct-28 $ 392,000.00 80.00
4851928 ORONO MN 55391 SFD 7.250 6.000 $2,710.63 360 1-Sep-28 $ 397,040.03 84.99
4852196 PLEASANT HILL CA 94523 SFD 6.750 6.000 $2,308.37 360 1-Oct-28 $ 355,900.00 80.00
4852229 ALPHARETTA GA 30202 SFD 7.125 6.000 $2,382.61 360 1-Sep-28 $ 353,367.19 80.00
4852379 ANN ARBOR MI 48104 SFD 6.750 6.000 $2,977.07 360 1-Oct-28 $ 459,000.00 86.93
4852689 NEWTON MA 02459 SFD 7.125 6.000 $2,358.01 360 1-Oct-28 $ 350,000.00 61.62
4853246 DANVILLE CA 94506 SFD 6.375 6.000 $2,994.58 360 1-Oct-28 $ 480,000.00 80.00
4853424 ORLANDO FL 32836 SFD 6.625 6.000 $2,241.09 360 1-Oct-28 $ 350,000.00 72.78
4853646 AGOURA HILLS CA 91301 SFD 6.625 6.000 $2,241.09 360 1-Oct-28 $ 350,000.00 54.26
4853843 DANVILLE CA 94506 SFD 6.500 6.000 $2,648.37 360 1-Oct-28 $ 419,000.00 79.21 GD 7YR
4853890 FOLSOM CA 95630 SFD 6.625 6.000 $2,289.76 360 1-Oct-28 $ 357,600.00 80.00
4853951 MORAGA CA 94556 SFD 6.875 6.000 $6,569.29 360 1-Oct-28 $1,000,000.00 50.00
4854128 SAN MATEO CA 94404 SFD 6.750 6.000 $1,659.12 360 1-Sep-28 $ 255,579.76 79.99
4854225 CARY NC 27511 SFD 6.750 6.000 $2,257.13 360 1-Oct-28 $ 348,000.00 80.00
4854458 HUNTINGTON BEACH CA 92648 SFD 6.625 6.000 $5,071.27 360 1-Oct-28 $ 792,000.00 80.00
4854529 EDEN PRAIRIE MN 55347 SFD 6.750 6.000 $2,386.85 360 1-Oct-28 $ 368,000.00 80.00
4854682 LIVERMORE CA 94550 SFD 7.000 6.000 $2,368.48 360 1-Oct-28 $ 356,000.00 80.00
4854884 CHICAGO IL 60611 HCO 6.375 6.000 $4,451.94 360 1-Oct-28 $ 713,600.00 80.00
4854924 SOUTHLAKE TX 76092 SFD 6.875 6.000 $2,601.44 360 1-Oct-28 $ 396,000.00 80.00
4855006 EDINA MN 55435 SFD 6.750 6.000 $3,139.22 360 1-Oct-28 $ 484,000.00 80.00
4855068 SOUTHLAKE TX 76092 SFD 6.625 6.000 $2,673.94 360 1-Oct-28 $ 417,600.00 80.00
4855347 OMAHA NE 68130 SFD 7.000 6.000 $2,529.82 360 1-Oct-28 $ 380,250.00 90.00
4855486 PARADISE VALLEY AZ 85253 SFD 6.375 6.000 $3,892.95 360 1-Oct-28 $ 624,000.00 80.00
4855525 NORMANDY PARK WA 98166 SFD 7.000 6.000 $3,113.62 360 1-Oct-28 $ 468,000.00 80.00
4855865 DEVON PA 19333 SFD 6.625 6.000 $2,817.37 360 1-Oct-28 $ 440,000.00 80.00
4856283 PLEASANTON CA 94588 SFD 6.750 6.000 $2,237.67 360 1-Oct-28 $ 345,000.00 77.53
4856342 LAKE OSWEGO OR 97034 SFD 6.750 6.000 $2,440.03 360 1-Sep-28 $ 375,876.10 89.57
4856759 SAN JOSE CA 95125 SFD 6.375 6.000 $2,807.42 360 1-Oct-28 $ 450,000.00 80.00
4856905 ATHENS TX 75751 SFD 6.875 6.000 $2,309.77 360 1-Oct-28 $ 351,600.00 80.00
4857259 STAMFORD CT 06903 SFD 6.625 6.000 $2,300.00 360 1-Oct-28 $ 359,200.00 75.86
4857907 REDMOND WA 98053 SFD 7.350 6.000 $3,775.57 360 1-Sep-28 $ 547,580.93 80.00
4858229 CHATHAM NJ 07928 SFD 6.250 5.983 $1,544.84 360 1-Oct-28 $ 250,900.00 80.00
4859347 PETALUMA CA 94952 SFD 6.500 6.000 $2,465.07 360 1-Oct-28 $ 390,000.00 79.92
4859360 CENTREVILLE VA 20121 SFD 6.750 6.000 $1,717.49 360 1-Sep-28 $ 264,572.01 80.00
4859651 SAN JOSE CA 95138 SFD 6.625 6.000 $2,849.39 360 1-Oct-28 $ 445,000.00 75.74
4859742 HOUSTON TX 77024 SFD 6.750 6.000 $2,641.10 360 1-Oct-28 $ 407,200.00 80.00
4859897 DALLAS TX 75225 SFD 6.875 6.000 $4,033.55 360 1-Oct-28 $ 614,000.00 80.00
4860271 CINCINNATI OH 45242 SFD 6.375 6.000 $4,055.16 360 1-Oct-28 $ 650,000.00 74.29
4860652 PARADISE VALLEY AZ 85253 SFD 6.250 5.983 $4,617.88 360 1-Oct-28 $ 750,000.00 50.85
4860853 FORT COLLINS CO 80525 SFD 6.250 5.983 $2,413.62 360 1-Oct-28 $ 392,000.00 80.00
4861343 DES PERES MO 63131 SFD 6.625 6.000 $2,927.83 360 1-Oct-28 $ 457,250.00 79.99
4861534 ANDOVER MA 01810 SFD 6.750 6.000 $3,243.00 360 1-Oct-28 $ 500,000.00 51.55
4861577 AUSTIN TX 78746 SFD 7.000 6.000 $3,825.49 360 1-Oct-28 $ 575,000.00 74.19
4861598 PONTE VEDRA BEACH FL 32082 SFD 6.875 6.000 $3,004.14 360 1-May-28 $ 455,356.90 85.00
4862114 OAKLAND NJ 07436 SFD 7.125 6.000 $1,933.57 360 1-Sep-28 $ 286,770.49 79.95
4862324 SUWANEE GA 30024 SFD 6.250 5.983 $2,506.59 360 1-Oct-28 $ 407,100.00 79.99
4862668 BURLINGAME CA 94010 SFD 6.375 6.000 $2,932.19 360 1-Oct-28 $ 470,000.00 80.00
4866064 EDMOND OK 73003 SFD 6.375 6.000 $2,116.80 360 1-Oct-28 $ 339,300.00 79.99
4866727 BELVEDERE CA 94920 SFD 6.625 6.000 $6,403.11 360 1-Oct-28 $1,000,000.00 68.97
4867824 NEW YORK NY 10019 HCO 6.500 6.000 $2,422.09 360 1-Oct-28 $ 383,200.00 80.00
4872269 SUPERIOR CO 80027 SFD 6.375 6.000 $1,711.90 360 1-Oct-28 $ 274,400.00 80.00
4875766 HALF MOON BAY CA 94019 SFD 7.000 6.000 $2,395.09 360 1-Oct-28 $ 360,000.00 80.00
4875800 AUSTIN TX 78730 SFD 6.250 5.983 $2,111.91 360 1-Oct-28 $ 343,000.00 70.00
4877978 ISSAQUAH WA 98027 SFD 7.000 6.000 $1,596.73 360 1-Oct-28 $ 240,000.00 51.06
4878161 ISSAQUAH WA 98029 SFD 6.750 6.000 $1,660.41 360 1-Oct-28 $ 256,000.00 74.20
4879083 ALGONQUIN IL 60102 SFD 7.000 6.000 $1,631.33 360 1-Sep-28 $ 244,999.01 80.00
4880871 YORBA LINDA CA 92887 SFD 6.625 6.000 $1,818.48 360 1-Oct-28 $ 284,000.00 53.16
6589852 GLASTONBURY CT 06033 SFD 6.750 6.000 $1,750.15 360 1-May-28 $ 268,661.25 80.00
</TABLE>
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CODE FEE LOAN FEE YIELD
- ------ ---- --- ---- --- -----
4607067 0.25 0.017 0.733
4616250 0.25 0.017 0.608
4630195 0.25 0.017 0.608
4642714 0.25 0.017 0.733
4658374 0.25 0.017 0.233
4663046 17 0.25 0.017 0.858
4673189 0.25 0.017 0.733
4674519 0.25 0.017 0.358
4682767 0.25 0.017 0.108
4686568 13 0.25 0.017 0.733
4691183 0.25 0.017 0.608
4691428 0.25 0.017 0.608
4691460 0.25 0.017 0.608
4698217 0.25 0.017 0.233
4700528 0.25 0.017 0.858
4703620 0.25 0.017 0.858
4703858 17 0.25 0.017 0.608
4704484 0.25 0.017 0.483
4705517 0.25 0.017 0.358
4706634 0.25 0.017 0.608
4707842 0.25 0.017 0.483
4709083 0.25 0.017 0.858
4710518 0.25 0.017 0.358
4710519 0.25 0.017 0.608
4711217 0.25 0.017 0.233
4711239 0.25 0.017 0.483
4712266 0.25 0.017 0.358
4712731 0.25 0.017 0.358
4713289 0.25 0.017 0.858
4714018 0.25 0.017 0.108
4715029 0.25 0.017 0.233
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4841214 0.25 0.017 0.358
4841238 0.25 0.017 0.108
4841274 0.25 0.017 0.358
4841383 0.25 0.017 0.483
4841451 0.25 0.017 0.358
4841498 17 0.25 0.017 0.733
4841620 0.25 0.017 0.608
4841785 0.25 0.017 0.983
4841978 13 0.25 0.017 0.483
4842055 0.25 0.017 0.733
4842056 0.25 0.017 0.483
4842060 0.25 0.017 0.358
4842061 0.25 0.017 0.358
4842080 0.25 0.017 0.608
4842092 0.25 0.017 0.608
4842101 0.25 0.017 0.233
4842128 0.25 0.017 0.233
4842165 0.25 0.017 0.733
4842410 0.25 0.017 0.108
4842424 0.25 0.017 0.108
4842443 0.25 0.017 0.233
4842448 0.25 0.017 0.358
4842499 0.25 0.017 0.108
4842672 0.25 0.017 0.358
4842756 0.25 0.017 0.108
4842853 0.25 0.017 0.000
4843110 0.25 0.017 0.608
4843334 0.25 0.017 0.483
4843419 0.25 0.017 0.483
4843499 12 0.25 0.017 0.358
4843620 0.25 0.017 0.983
4843639 0.25 0.017 0.358
4843720 0.25 0.017 0.858
4843823 0.25 0.017 0.858
4843831 0.25 0.017 0.483
4844041 0.25 0.017 0.608
4844075 0.25 0.017 0.358
4844111 17 0.25 0.017 1.233
4844153 17 0.25 0.017 0.233
4844175 0.25 0.017 0.358
4844227 0.25 0.017 0.233
4844580 0.25 0.017 0.108
4844610 0.25 0.017 0.608
4844856 0.25 0.017 0.983
4844902 0.25 0.017 0.358
4844949 0.25 0.017 0.000
4844959 0.25 0.017 0.483
4844961 0.25 0.017 0.000
4844993 0.25 0.017 0.733
4845006 33 0.25 0.017 1.233
4845073 0.25 0.017 0.000
4845267 06 0.25 0.017 1.108
4845589 0.25 0.017 0.858
4845861 0.25 0.017 0.000
4845879 0.25 0.017 0.858
4846048 0.25 0.017 0.358
4846094 0.25 0.017 0.000
4846108 0.25 0.017 0.358
4846166 0.25 0.017 0.233
4846182 0.25 0.017 0.483
4846367 0.25 0.017 0.983
4846404 0.25 0.017 0.483
4846668 06 0.25 0.017 0.358
4846698 12 0.25 0.017 0.358
4846786 0.25 0.017 1.108
4846876 0.25 0.017 0.483
4847102 0.25 0.017 0.608
4847463 0.25 0.017 0.608
4847528 0.25 0.017 0.108
4847613 0.25 0.017 0.000
4848293 01 0.25 0.017 1.108
4848356 0.25 0.017 0.608
4848469 0.25 0.017 0.358
4848574 0.25 0.017 0.483
4848861 0.25 0.017 0.608
4848978 0.25 0.017 0.608
4849076 0.25 0.017 0.358
4849202 0.25 0.017 0.483
4849247 0.25 0.017 0.733
4849606 0.25 0.017 0.483
4849962 0.25 0.017 0.608
4850114 0.25 0.017 0.483
4850174 0.25 0.017 0.358
4850180 0.25 0.017 0.358
4850276 0.25 0.017 0.000
4850594 0.25 0.017 0.608
4850623 0.25 0.017 0.733
4850803 17 0.25 0.017 0.608
4851459 0.25 0.017 0.733
4851508 0.25 0.017 0.108
4851599 0.25 0.017 0.233
4851730 01 0.25 0.017 0.483
4851821 0.25 0.017 0.483
4851928 17 0.25 0.017 0.983
4852196 0.25 0.017 0.483
4852229 0.25 0.017 0.858
4852379 0.25 0.017 0.483
4852689 0.25 0.017 0.858
4853246 0.25 0.017 0.108
4853424 0.25 0.017 0.358
4853646 0.25 0.017 0.358
4853843 0.25 0.017 0.233
4853890 0.25 0.017 0.358
4853951 0.25 0.017 0.608
4854128 0.25 0.017 0.483
4854225 0.25 0.017 0.483
4854458 0.25 0.017 0.358
4854529 0.25 0.017 0.483
4854682 0.25 0.017 0.733
4854884 0.25 0.017 0.108
4854924 0.25 0.017 0.608
4855006 0.25 0.017 0.483
4855068 0.25 0.017 0.358
4855347 0.25 0.017 0.733
4855486 0.25 0.017 0.108
4855525 0.25 0.017 0.733
4855865 0.25 0.017 0.358
4856283 0.25 0.017 0.483
4856342 12 0.25 0.017 0.483
4856759 0.25 0.017 0.108
4856905 0.25 0.017 0.608
4857259 0.25 0.017 0.358
4857907 0.25 0.017 1.083
4858229 0.25 0.017 0.000
4859347 0.25 0.017 0.233
4859360 0.25 0.017 0.483
4859651 0.25 0.017 0.358
4859742 0.25 0.017 0.483
4859897 0.25 0.017 0.608
4860271 0.25 0.017 0.108
4860652 0.25 0.017 0.000
4860853 0.25 0.017 0.000
4861343 0.25 0.017 0.358
4861534 0.25 0.017 0.483
4861577 0.25 0.017 0.733
4861598 11 0.25 0.017 0.608
4862114 0.25 0.017 0.858
4862324 0.25 0.017 0.000
4862668 0.25 0.017 0.108
4866064 0.25 0.017 0.108
4866727 0.25 0.017 0.358
4867824 0.25 0.017 0.233
4872269 0.25 0.017 0.108
4875766 0.25 0.017 0.733
4875800 0.25 0.017 0.000
4877978 0.25 0.017 0.733
4878161 0.25 0.017 0.483
4879083 0.25 0.017 0.733
4880871 0.25 0.017 0.358
6589852 0.25 0.017 0.483
1325
COUNT: 1325
WAC: 6.770380059
WAM: 358.5195073
WALTV: 76.83986046
<PAGE>
NASCOR
NMI / 1998-28 Exhibit F-3 (Part A)
20 & 30 YEAR FIXED RATE 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>
4819118 BOULDER CO 80304 SFD 7.250 6.000 $ 2,728.71 360 1-Apr-28 $ 398,099.24 66.67
4766163 FALLSTON MD 21047 SFD 7.125 6.000 $ 1,592.00 360 1-Feb-28 $ 234,756.46 94.98
4843195 RARITAN TOWNSHIP NJ 08822 SFD 6.750 6.000 $ 2,381.33 360 1-Jul-28 $ 366,196.32 79.99
4843208 YORKTOWN VA 23692 SFD 6.750 6.000 $ 1,752.52 360 1-May-28 $ 269,023.63 94.99
4843221 LAGUNA HILLS CA 92653 SFD 6.750 6.000 $ 3,502.43 360 1-Jul-28 $ 538,597.34 80.00
4843262 DEMAREST NJ 07627 SFD 6.625 6.000 $ 2,305.12 360 1-Jul-28 $ 359,041.87 69.90
4843386 YARDLEY PA 19067 SFD 6.875 6.000 $ 2,233.56 360 1-Jul-28 $ 339,138.15 77.27
4843400 MCCORDSVILLE IN 46055 SFD 7.250 6.000 $ 1,615.40 360 1-Jun-28 $ 236,054.35 80.00
4843409 GLEN ELLYN IL 60137 SFD 6.750 6.000 $ 3,243.00 360 1-Apr-28 $ 497,380.40 74.89
4843420 BRIGHTON MI 48116 SFD 7.375 6.000 $ 2,072.03 360 1-May-28 $ 298,844.10 94.34
4843432 VILLANOVA PA 19085 SFD 6.875 6.000 $ 3,575.01 360 1-May-28 $ 541,887.66 79.99
4843449 OAKLAND CA 94618 SFD 6.625 6.000 $ 1,946.55 360 1-Mar-28 $ 300,153.87 80.00
4843461 FORT LAUDERDALE FL 33308 SFD 7.000 6.000 $ 2,454.97 360 1-Jul-28 $ 368,087.29 85.81
4843485 ST LOUIS MO 63131 SFD 6.750 6.000 $ 3,554.32 360 1-Jun-28 $ 546,096.74 80.00
4843525 ANAHEIM CA 92808 SFD 6.500 6.000 $ 2,057.70 360 1-Jul-28 $ 324,662.30 90.00
4843601 HARLEYSVILLE PA 19438 SFD 6.500 6.000 $ 1,564.06 360 1-Apr-28 $ 245,984.73 94.99
4843612 LUTZ FL 33549 SFD 6.750 6.000 $ 2,594.40 360 1-Jun-28 $ 398,610.73 87.91
4843623 NEW MILFORD CT 06776 SFD 6.750 6.000 $ 2,153.35 360 1-Jul-28 $ 331,137.62 80.00
4843632 VERONA WI 53593 SFD 7.375 6.000 $ 1,726.69 360 1-Feb-28 $ 248,225.39 71.74
4843649 MORRISTOWN NJ 07960 SFD 6.875 6.000 $ 2,233.56 360 1-Jun-28 $ 338,847.57 80.00
4843798 COLUMBIA MD 21044 SFD 6.625 6.000 $ 1,844.10 360 1-Jun-28 $ 286,614.44 80.00
4843814 AUBURN HILLS MI 48326 SFD 7.000 6.000 $ 2,022.52 360 1-Dec-27 $ 301,441.69 80.00
4843834 SAN DIEGO CA 92106 SFD 6.875 6.000 $ 3,416.03 360 1-May-28 $ 517,502.55 80.00
4843846 LARCHMONT NY 10538 SFD 7.125 6.000 $ 2,829.62 360 1-May-28 $ 418,300.57 80.00
4843883 RIDGEFIELD CT 06877 SFD 6.625 6.000 $ 1,728.84 360 1-Jul-28 $ 269,281.41 63.53
4843916 TAMPA FL 33613 SFD 6.750 6.000 $ 2,931.67 360 1-Jul-28 $ 450,824.68 80.00
4843922 EAST NORWALK CT 06855 SFD 6.750 6.000 $ 2,309.01 360 1-Apr-28 $ 354,134.89 80.00
4843931 NEW YORK NY 10023 COP 7.000 6.000 $ 2,228.77 360 1-Jun-28 $ 333,891.93 61.19
4843937 HOPKINTON MA 01748 SFD 7.000 6.000 $ 1,729.79 360 1-Jun-28 $ 258,536.52 66.67
4843944 MINNETRISTA MN 55364 SFD 7.250 6.000 $ 2,046.53 360 1-May-28 $ 298,815.62 40.00
4843949 LOS ANGELES CA 90066 SFD 7.250 6.000 $ 2,237.54 360 1-Jul-28 $ 327,227.74 80.00
4843950 BARTLETT IL 60103 SFD 6.750 6.000 $ 1,556.64 360 1-May-28 $ 238,955.11 60.76
4843957 LAKE IN THE HILLS IL 60102 SFD 6.750 6.000 $ 1,573.18 360 1-May-28 $ 241,473.26 90.00
4843964 CANTON MI 48187 SFD 6.750 6.000 $ 1,640.96 360 1-Apr-28 $ 251,674.48 73.86
4843970 THE WOODLANDS TX 77381 SFD 7.000 6.000 $ 1,578.44 360 1-Jun-28 $ 236,465.23 79.99
4843974 SARATOGA CA 95070 SFD 6.875 6.000 $ 3,087.57 360 1-Jul-28 $ 468,808.58 78.99
4843977 CHESTER SPRINGS PA 19425 SFD 6.875 6.000 $ 2,102.18 360 1-May-28 $ 318,339.50 78.07
4843979 EASTON CT 06612 SFD 6.625 6.000 $ 2,248.78 360 1-Jun-28 $ 349,749.15 80.00
4843987 RIDGEFIELD CT 06877 SFD 7.250 6.000 $ 2,333.05 360 1-May-28 $ 340,649.79 90.00
4843989 ISSAQUAH WA 98029 SFD 6.875 6.000 $ 3,001.51 360 1-Aug-28 $ 456,130.10 77.44
4843993 MISSION VIEJO CA 92692 SFD 6.875 6.000 $ 2,394.51 360 1-Apr-28 $ 362,635.30 90.00
4844001 EASTON CT 06612 SFD 6.625 6.000 $ 1,968.32 360 1-Jul-28 $ 306,581.85 71.49
4844017 TRUMBULL CT 06611 SFD 6.500 6.000 $ 1,484.73 360 1-Jul-28 $ 234,259.48 83.95
4844025 CORNELIUS NC 28031 SFD 6.500 6.000 $ 3,160.35 360 1-Jun-28 $ 496,781.49 77.04
4844082 SOUTHBOROUGH MA 01772 SFD 6.875 6.000 $ 3,284.65 360 1-Jul-28 $ 498,732.57 68.03
4844092 HARRISBURG PA 17112 SFD 7.000 6.000 $ 1,556.81 360 1-May-28 $ 233,029.70 79.98
4844099 TAMPA FL 33647 SFD 6.625 6.000 $ 1,690.43 360 1-Jul-28 $ 263,297.34 79.96
4844103 LEXINGTON KY 40515 SFD 6.875 6.000 $ 1,757.29 360 1-Jun-28 $ 266,593.29 73.79
4844105 CHESTERFIELD MO 63005 SFD 7.125 6.000 $ 1,933.58 360 1-Jul-28 $ 286,307.35 76.13
4844108 PHOENIX AZ 85045 SFD 6.875 6.000 $ 1,681.74 360 1-Jul-28 $ 255,219.51 80.00
4844112 ENGLEWOOD CO 80111 LCO 7.000 6.000 $ 1,873.50 360 1-Jun-28 $ 280,668.56 80.00
4844161 SAINT CHARLES IL 60175 SFD 7.000 6.000 $ 1,905.43 360 1-Jul-28 $ 285,288.09 80.00
4844165 NEWTOWN CT 06470 SFD 7.000 6.000 $ 2,033.17 360 1-Jun-28 $ 304,589.20 80.00
4844179 VACAVILLE CA 95696 SFD 6.750 6.000 $ 2,107.95 360 1-Jun-28 $ 323,871.23 73.86
4844199 CARY NC 27511 SFD 6.875 6.000 $ 1,944.51 360 1-May-28 $ 294,579.33 80.00
4844224 HAMPTON VA 23669 SFD 7.000 6.000 $ 1,929.38 360 1-Jun-28 $ 289,040.81 73.98
4844248 SOUTH TAMPA FL 33629 SFD 6.750 6.000 $ 1,978.23 360 1-Jun-28 $ 303,940.69 83.56
4844268 CHICAGO IL 60610 SFD 7.375 6.000 $ 2,072.03 360 1-Jun-28 $ 299,078.44 79.79
4844282 ALAMEDA CA 94501 SFD 7.250 6.000 $ 2,007.65 360 1-Jul-28 $ 293,607.07 90.00
4844294 GREENWOOD IN 46143 SFD 7.375 6.000 $ 1,602.37 360 1-May-28 $ 231,106.40 92.06
4844301 NEW HOPE PA 18938 SFD 6.625 6.000 $ 2,241.09 360 1-Jul-28 $ 349,068.48 66.20
4844314 PLEASANTON CA 94588 SFD 7.125 6.000 $ 2,048.11 360 1-May-28 $ 302,769.92 80.00
4844332 MORRISVILLE NC 27560 SFD 6.875 6.000 $ 2,022.03 360 1-Jul-28 $ 307,019.78 87.94
4844344 SANDY UT 84092 SFD 6.750 6.000 $ 2,130.65 360 1-Jul-28 $ 327,640.29 82.13
4844368 CARY NC 27511 SFD 6.625 6.000 $ 2,113.03 360 1-Jul-28 $ 329,121.71 75.00
4844378 SPRINGFIELD MO 65804 SFD 6.750 6.000 $ 1,655.23 360 1-Jul-28 $ 254,537.09 80.00
4844496 BLUE BELL PA 19422 SFD 6.750 6.000 $ 1,783.65 360 1-Mar-28 $ 273,311.94 73.33
4844517 TOWN COUNTRY MO 63131 SFD 7.125 6.000 $ 1,819.05 360 1-Jun-28 $ 269,128.58 70.77
4844542 LAS VEGAS NV 89134 SFD 6.750 6.000 $ 1,556.64 360 1-Apr-28 $ 238,089.22 60.30
4844561 GERMANTOWN TN 38139 SFD 7.125 6.000 $ 1,949.07 360 1-Jul-28 $ 288,601.82 79.99
4844645 MANHATTAN BEACH CA 90266 SFD 6.500 6.000 $ 3,236.19 360 1-Jul-28 $ 510,603.90 80.00
4844666 NAPERVILLE IL 60564 SFD 7.000 6.000 $ 1,862.85 360 1-Jun-28 $ 278,266.84 76.50
4844677 SIGNAL MOUNTAIN TN 37377 SFD 6.625 6.000 $ 2,305.12 360 1-Jul-28 $ 359,041.87 85.71
4844685 GREENWICH CT 06831 SFD 6.625 6.000 $ 6,403.11 360 1-Jun-28 $ 996,441.55 58.82
4844698 BALLWIN MO 63021 SFD 7.000 6.000 $ 1,610.04 360 1-Jul-28 $ 241,401.41 80.00
4844704 SAN FRANCISCO CA 94109 HCO 7.000 6.000 $ 2,661.21 360 1-Jun-28 $ 398,676.97 72.73
4844709 WEST REDMOND WA 98053 SFD 6.500 6.000 $ 1,522.02 360 1-Jul-28 $ 240,143.39 80.00
4844733 PLEASANTON CA 94566 SFD 6.750 6.000 $ 3,735.93 360 1-Jul-28 $ 574,503.83 75.00
4844747 LAKE BLUFF IL 60044 SFD 7.125 6.000 $ 2,290.65 360 1-Jun-28 $ 338,902.68 57.63
4844757 PINE PA 15090 SFD 6.750 6.000 $ 1,524.21 360 1-Jul-28 $ 234,389.58 78.33
4844768 WILTON CT 06897 SFD 6.625 6.000 $ 2,081.02 360 1-Aug-28 $ 324,424.92 70.81
4844978 RARITAN NJ 08551 SFD 7.000 6.000 $ 1,664.59 360 1-May-28 $ 249,162.51 90.00
4844982 SAN RAFAEL CA 94903 SFD 7.000 6.000 $ 1,929.38 360 1-Jul-28 $ 289,282.70 67.92
4845139 SUNNYVALE CA 94087 SFD 7.000 6.000 $ 2,794.27 360 1-Jun-28 $ 418,610.82 80.00
4845140 FAIRFIELD CT 06432 SFD 7.500 6.000 $ 2,936.71 360 1-Jul-28 $ 419,059.01 80.00
4845142 CHESTNUT HILL MA 02167 SFD 6.875 6.000 $ 3,120.42 360 1-Apr-28 $ 472,477.91 79.97
4845146 TULSA OK 74132 SFD 6.625 6.000 $ 1,682.74 360 1-May-28 $ 261,557.82 80.00
4845148 LONG BEACH CA 90814 SFD 7.250 6.000 $ 1,850.07 360 1-May-28 $ 270,028.08 80.00
4845150 SIMPSONVILLE SC 29681 SFD 7.125 6.000 $ 2,213.17 360 1-Jun-28 $ 327,012.82 90.00
4851041 MADISON CT 06443 SFD 6.875 6.000 $ 1,891.96 360 1-Aug-28 $ 287,514.69 72.00
4851060 BALLWIN MO 63021 SFD 7.000 6.000 $ 1,655.28 360 1-Aug-28 $ 248,390.91 89.98
4812887 ISSAQUAH WA 98029 SFD 7.250 6.000 $ 1,976.60 360 1-Apr-28 $ 288,373.18 95.00
4813060 ANAHEIM CA 92808 SFD 6.750 6.000 $ 1,660.41 360 1-Jun-28 $ 254,979.90 80.00
4813340 CONCORD NC 28025 SFD 7.375 6.000 $ 2,203.25 360 1-Jun-28 $ 318,020.10 76.13
4813806 PALM HARBOR FL 34685 SFD 6.875 6.000 $ 1,655.46 360 1-Jun-28 $ 250,434.06 90.00
4813823 RIDGEFIELD CT 06877 SFD 6.750 6.000 $ 2,043.08 360 1-Apr-28 $ 313,145.75 74.64
4813870 CHARLOTTE NC 28226 SFD 7.125 6.000 $ 2,021.16 360 1-Apr-28 $ 298,539.00 72.12
4814633 PLEASANTON CA 94566 SFD 7.250 6.000 $ 3,792.90 360 1-May-28 $ 553,804.98 80.00
4816725 FREMONT CA 94555 SFD 6.875 6.000 $ 2,883.92 360 1-May-28 $ 437,134.67 79.98
4816727 DAVIDSON NC 28036 SFD 7.375 6.000 $ 1,801.97 360 1-Jul-28 $ 260,300.77 90.00
4816738 CORNELIUS NC 28031 SFD 7.125 6.000 $ 2,694.87 360 1-May-28 $ 397,444.86 79.92
4816743 GARDEN CITY NY 11530 SFD 7.000 6.000 $ 1,596.73 360 1-May-28 $ 239,004.81 80.00
4816746 BURLINGTON CT 06013 SFD 7.125 6.000 $ 1,681.60 360 1-May-28 $ 248,590.07 80.00
4816752 LAGUNA NIGUEL CA 92677 SFD 7.125 6.000 $ 1,798.49 360 1-May-28 $ 265,869.88 95.00
4816761 WILDWOOD MO 63005 SFD 6.875 6.000 $ 2,299.25 360 1-Apr-28 $ 348,210.08 65.79
4821696 SOUTHLAKE TX 76092 SFD 6.875 6.000 $ 2,811.66 360 1-Jun-28 $ 426,544.72 77.82
4821723 DUNWOODY GA 30338 SFD 7.125 6 $ 1,684.29 360 1-Apr-28 $ 248,782.56 62.50
4821735 SAN DIEGO CA 92130 SFD 7.375 6 $ 2,153.53 360 1-May-28 $ 310,599.03 68.38
4821975 CHARLOTTE NC 28256 SFD 7.000 6 $ 1,699.85 360 1-Jun-28 $ 254,654.91 70.97
4845152 MIDLOTHIAN VA 23113 SFD 7.250 6 $ 1,705.44 360 1-Aug-28 $ 249,353.55 50.51
4845157 BRANCHBURG NJ 08876 SFD 6.875 6.000 $ 1,694.88 360 1-Aug-28 $ 257,565.25 83.77
4845158 RALEIGH NC 27612 SFD 6.875 6.000 $ 2,927.27 360 1-Apr-28 $ 443,321.47 80.00
4845165 MARBLEHEAD MA 01945 SFD 7.125 6.000 $ 1,773.23 360 1-Jul-28 $ 262,564.80 89.98
4845169 HUDSON OH 44236 SFD 7.250 6.000 $ 3,001.58 360 1-Jul-28 $ 438,964.02 74.07
4848394 ODESSA FL 33556 SFD 7.250 6.000 $ 1,736.82 360 1-Jul-28 $ 254,000.56 80.00
4848399 CHARLOTTE NC 28277 SFD 7.125 6.000 $ 2,626.83 360 1-Aug-28 $ 389,274.55 60.93
4848401 SCOTTSDALE AZ 85259 SFD 7.375 6.000 $ 2,069.26 360 1-Jul-28 $ 298,911.88 79.89
4848403 MILTON MA 02186 SFD 7.375 6.000 $ 1,806.81 360 1-Jul-28 $ 260,999.15 80.00
4848405 SOUTHLAKE TX 76092 SFD 7.125 6.000 $ 1,888.03 360 1-Jul-28 $ 279,563.69 73.65
4848408 WILDWOOD MO 63005 SFD 7.375 6.000 $ 2,154.91 360 1-Jul-28 $ 311,283.38 80.00
4848411 EVERGREEN CO 80439 SFD 6.750 6.000 $ 1,621.50 360 1-Aug-28 $ 249,568.29 55.56
4848418 DAVIDSON NC 28036 SFD 7.250 6.000 $ 2,106.56 360 1-Jul-28 $ 308,072.95 78.38
4867754 GLADWYNE PA 19035 SFD 7.250 6.000 $ 2,319.40 360 1-Aug-28 $ 339,467.93 62.96
4875698 CHARLOTTE NC 28270 SFD 7.250 6.000 $ 1,773.66 360 1-Aug-28 $ 259,593.12 67.27
4876829 CORNELIUS NC 28031 SFD 7.000 6.000 $ 1,871.16 360 1-Aug-28 $ 280,787.58 75.00
4877078 ROCKVILLE MD 20852 SFD 7.375 6.000 $ 1,757.08 360 1-Aug-28 $ 253,964.36 80.00
4664624 NEWCASTLE CA 95658 SFD 7.875 6.000 $ 2,204.22 360 1-Nov-27 $ 301,621.55 80.00
4810483 CHARLOTTE NC 28277 SFD 6.750 6.000 $ 1,997.69 360 1-Sep-28 $ 307,734.81 80.00
4826014 WASHINGTON CROSSING PA 18977 SFD 6.750 6.000 $ 2,399.82 360 1-Sep-28 $ 369,681.43 79.14
4833853 SMITHFIELD VA 23430 SFD 6.250 5.983 $ 1,453.10 360 1-Sep-28 $ 235,776.07 87.44
4833854 WEST CHESTER PA 19382 SFD 6.500 6.000 $ 1,507.49 360 1-Sep-28 $ 238,284.39 90.00
4834033 DANVILLE CA 94506 SFD 6.625 6.000 $ 3,201.56 360 1-Sep-28 $ 499,558.85 80.00
4752841 STONEY CREEK NC 27377 SFD 6.750 6.000 $ 1,490.81 360 1-Jun-28 $ 228,849.43 89.99
4772603 OSSINING NY 10562 SFD 7.000 6.000 $ 2,062.44 360 1-Aug-28 $ 309,490.30 61.26
4792783 CHESTER SPRINGS PA 19425 SFD 6.875 6.000 $ 2,562.03 360 1-Aug-28 $ 389,342.81 64.46
4793916 NORTHVILLE MI 48167 SFD 6.875 6.000 $ 1,788.49 360 1-Aug-28 $ 271,791.25 89.99
4802451 REDMOND WA 98053 SFD 6.500 6.000 $ 3,084.50 360 1-Aug-28 $ 487,115.27 80.00
4805372 ADA MI 49301 SFD 6.750 6.000 $ 1,886.78 360 1-Aug-28 $ 290,397.65 67.68
4811685 WEST BOROUGH MA 01776 SFD 6.625 6.000 $ 2,016.98 360 1-Sep-28 $ 314,722.08 89.01
4811983 NOVI MI 48375 SFD 6.625 6.000 $ 1,741.65 360 1-Aug-28 $ 271,359.49 80.00
4813395 ARNOLD MD 21012 SFD 6.750 6.000 $ 1,692.20 360 1-Aug-28 $ 260,449.46 90.00
4814381 CANTON CT 06022 SFD 6.875 6.000 $ 1,703.09 360 1-Aug-28 $ 258,813.15 85.00
4820472 SHAKER HEIGHTS OH 44122 SFD 7.000 6.000 $ 2,131.63 360 1-Sep-28 $ 320,137.37 89.00
4822788 HADDONFIELD NJ 08033 SFD 6.500 6.000 $ 2,181.27 360 1-Sep-28 $ 344,788.02 85.00
4825978 NEW ALBANY OH 43054 SFD 6.750 6.000 $ 1,848.51 360 1-Sep-28 $ 284,754.62 89.43
4826625 DUBLIN OH 43017 SFD 6.875 6.000 $ 1,642.33 360 1-Sep-28 $ 249,789.96 89.45
4827689 AVON CT 06001 SFD 6.875 6.000 $ 2,299.26 360 1-Oct-28 $ 350,000.00 75.27
4828614 SEWICKLEY PA 15143 SFD 6.625 6.000 $ 2,051.56 360 1-Sep-28 $ 320,117.31 90.00
4831882 WESTERVILLE OH 43082 SFD 6.875 6.000 $ 1,702.76 360 1-Sep-28 $ 258,982.24 90.00
4837411 ADA MI 49301 SFD 6.625 6.000 $ 2,125.84 360 1-Sep-28 $ 331,707.08 80.00
4839034 ALPHARETTA GA 30005 SFD 7.000 6.000 $ 2,155.59 360 1-Sep-28 $ 323,734.41 80.00
4832395 WHITE PLAINS NY 10605 SFD 7.875 6.000 $ 1,790.92 360 1-Jul-28 $ 246,486.70 95.00
4854132 SCARSDALE NY 10583 SFD 7.125 6.000 $ 2,452.34 360 1-Nov-27 $ 360,701.21 80.00
4782275 SPICEWOOD TX 78669 SFD 7.000 6.000 $ 2,661.21 360 1-May-28 $ 398,341.38 47.06
$50,364,251.89
</TABLE>
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER SUBSIDY CODE FEE LOAN FEE YIELD
- ------ ------- ---- --- ---- --- -----
4819118 0.250 0.017 0.983
4766163 01 0.250 0.017 0.858
4843195 0.250 0.017 0.483
4843208 01 0.250 0.017 0.483
4843221 0.250 0.017 0.483
4843262 0.250 0.017 0.358
4843386 0.250 0.017 0.608
4843400 0.250 0.017 0.983
4843409 0.250 0.017 0.483
4843420 12 0.250 0.017 1.108
4843432 0.250 0.017 0.608
4843449 0.250 0.017 0.358
4843461 0.250 0.017 0.733
4843485 0.250 0.017 0.483
4843525 12 0.250 0.017 0.233
4843601 13 0.250 0.017 0.233
4843612 11 0.250 0.017 0.483
4843623 0.250 0.017 0.483
4843632 0.250 0.017 1.108
4843649 0.250 0.017 0.608
4843798 0.250 0.017 0.358
4843814 0.250 0.017 0.733
4843834 0.250 0.017 0.608
4843846 0.250 0.017 0.858
4843883 0.250 0.017 0.358
4843916 0.250 0.017 0.483
4843922 0.250 0.017 0.483
4843931 0.250 0.017 0.733
4843937 0.250 0.017 0.733
4843944 0.250 0.017 0.983
4843949 0.250 0.017 0.983
4843950 0.250 0.017 0.483
4843957 11 0.250 0.017 0.483
4843964 0.250 0.017 0.483
4843970 0.250 0.017 0.733
4843974 0.250 0.017 0.608
4843977 0.250 0.017 0.608
4843979 0.250 0.017 0.358
4843987 12 0.250 0.017 0.983
4843989 0.250 0.017 0.608
4843993 01 0.250 0.017 0.608
4844001 0.250 0.017 0.358
4844017 11 0.250 0.017 0.233
4844025 0.250 0.017 0.233
4844082 0.250 0.017 0.608
4844092 0.250 0.017 0.733
4844099 0.250 0.017 0.358
4844103 0.250 0.017 0.608
4844105 0.250 0.017 0.858
4844108 0.250 0.017 0.608
4844112 0.250 0.017 0.733
4844161 0.250 0.017 0.733
4844165 0.250 0.017 0.733
4844179 0.250 0.017 0.483
4844199 0.250 0.017 0.608
4844224 0.250 0.017 0.733
4844248 0.250 0.017 0.483
4844268 0.250 0.017 1.108
4844282 11 0.250 0.017 0.983
4844294 13 0.250 0.017 1.108
4844301 0.250 0.017 0.358
4844314 0.250 0.017 0.858
4844332 13 0.250 0.017 0.608
4844344 11 0.250 0.017 0.483
4844368 0.250 0.017 0.358
4844378 0.250 0.017 0.483
4844496 0.250 0.017 0.483
4844517 0.250 0.017 0.858
4844542 0.250 0.017 0.483
4844561 0.250 0.017 0.858
4844645 0.250 0.017 0.233
4844666 0.250 0.017 0.733
4844677 11 0.250 0.017 0.358
4844685 0.250 0.017 0.358
4844698 0.250 0.017 0.733
4844704 0.250 0.017 0.733
4844709 0.250 0.017 0.233
4844733 0.250 0.017 0.483
4844747 0.250 0.017 0.858
4844757 0.250 0.017 0.483
4844768 0.250 0.017 0.358
4844978 01 0.250 0.017 0.733
4844982 0.250 0.017 0.733
4845139 0.250 0.017 0.733
4845140 0.250 0.017 1.233
4845142 0.250 0.017 0.608
4845146 0.250 0.017 0.358
4845148 0.250 0.017 0.983
4845150 13 0.250 0.017 0.858
4851041 0.250 0.017 0.608
4851060 12 0.250 0.017 0.733
4812887 06 0.250 0.017 0.983
4813060 0.250 0.017 0.483
4813340 0.250 0.017 1.108
4813806 06 0.250 0.017 0.608
4813823 0.250 0.017 0.483
4813870 0.250 0.017 0.858
4814633 0.250 0.017 0.983
4816725 0.250 0.017 0.608
4816727 12 0.250 0.017 1.108
4816738 0.250 0.017 0.858
4816743 0.250 0.017 0.733
4816746 0.250 0.017 0.858
4816752 06 0.250 0.017 0.858
4816761 0.250 0.017 0.608
4821696 0.250 0.017 0.608
4821723 0.250 0.017 0.858
4821735 0.250 0.017 1.108
4821975 0.250 0.017 0.733
4845152 0.250 0.017 0.983
4845157 01 0.250 0.017 0.608
4845158 0.250 0.017 0.608
4845165 11 0.250 0.017 0.858
4845169 0.250 0.017 0.983
4848394 0.250 0.017 0.983
4848399 0.250 0.017 0.858
4848401 0.250 0.017 1.108
4848403 0.250 0.017 1.108
4848405 0.250 0.017 0.858
4848408 0.250 0.017 1.108
4848411 0.250 0.017 0.483
4848418 0.250 0.017 0.983
4867754 0.250 0.017 0.983
4875698 0.250 0.017 0.983
4876829 0.250 0.017 0.733
4877078 0.250 0.017 1.108
4664624 0.250 0.017 1.608
4810483 0.250 0.017 0.483
4826014 0.250 0.017 0.483
4833853 17 0.250 0.017 0
4833854 17 0.250 0.017 0.233
4834033 0.250 0.017 0.358
4752841 12 0.250 0.017 0.483
4772603 0.250 0.017 0.733
4792783 0.250 0.017 0.608
4793916 12 0.250 0.017 0.608
4802451 0.250 0.017 0.233
4805372 0.250 0.017 0.483
4811685 01 0.250 0.017 0.358
4811983 0.250 0.017 0.358
4813395 12 0.250 0.017 0.483
4814381 12 0.250 0.017 0.608
4820472 13 0.250 0.017 0.733
4822788 0.250 0.017 0.233
4825978 33 0.250 0.017 0.483
4826625 33 0.250 0.017 0.608
4827689 0.250 0.017 0.608
4828614 33 0.250 0.017 0.358
4831882 33 0.250 0.017 0.608
4837411 0.250 0.017 0.358
4839034 0.250 0.017 0.733
4832395 01 0.250 0.017 1.608
4854132 0.250 0.017 0.858
4782275 0.250 0.017 0.733
COUNT: 154
WAC: 6.919388258
WAM: 356.2637785
WALTV: 77.87099241
<PAGE>
NASCOR
NMI / 1998-28 Exhibit F-3 (Part B)
20 & 30 YEAR FIXED RATE RELOCATION LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ---------------------------- -------------------------------------
4664624 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP.
4752841 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4766163 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4772603 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4782275 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792783 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4793916 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4802451 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4805372 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4810483 GREAT FINANCIAL MORTGAGE GREAT FINANCIAL MORTGAGE
4811685 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4811983 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4812887 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4813060 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4813340 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4813395 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4813806 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4813823 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4813870 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4814381 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4814633 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4816725 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4816727 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4816738 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4816743 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4816746 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4816752 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4816761 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4819118 BANC ONE MORTGAGE CORPORA BANC ONE MORTGAGE CORPORATIO
4820472 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4821696 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4821723 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4821735 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4821975 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4822788 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4825978 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4826014 GREAT FINANCIAL MORTGAGE GREAT FINANCIAL MORTGAGE
4826625 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4827689 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4828614 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4831882 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4832395 MARINE MIDLAND MORTGAGE C MARINE MIDLAND MORTGAGE CORP
4833853 GREAT FINANCIAL MORTGAGE GREAT FINANCIAL MORTGAGE
4833854 GREAT FINANCIAL MORTGAGE GREAT FINANCIAL MORTGAGE
4834033 GREAT FINANCIAL MORTGAGE GREAT FINANCIAL MORTGAGE
4837411 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4839034 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPANY
4843195 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843208 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843221 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843262 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843386 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843400 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843409 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843420 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843432 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843449 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843461 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843485 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843525 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843601 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843612 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843623 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843632 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843649 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843798 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843814 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843834 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843846 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843883 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843916 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843922 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843931 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843937 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843944 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843949 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843950 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843957 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843964 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843970 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843974 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843977 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843979 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843987 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843989 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843993 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844001 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844017 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844025 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844082 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844092 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844099 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844103 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844105 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844108 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844112 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844161 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844165 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844179 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844199 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844224 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844248 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844268 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844282 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844294 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844301 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844314 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844332 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844344 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844368 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844378 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844496 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844517 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844542 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844561 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844645 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844666 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844677 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844685 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844698 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844704 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844709 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844733 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844747 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844757 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844768 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844978 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844982 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4845139 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4845140 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4845142 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4845146 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4845148 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4845150 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4845152 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4845157 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4845158 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4845165 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4845169 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4848394 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4848399 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4848401 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4848403 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4848405 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4848408 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4848411 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4848418 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4851041 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4851060 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4854132 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP.
4867754 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4875698 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4876829 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4877078 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
COUNT: 154
WAC: 6.919388258
WAM: 356.2637785
WALTV: 77.87099241
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: _____________________________
Servicer
Loan No.: _____________________________
Custodian/Trust
Administrator
Name: _____________________________
Address: _____________________________
_____________________________
Custodian/Trustee
Mortgage File No.: _____________________________
Seller
Name: _____________________________
Address: _____________________________
_____________________________
Certificates: Mortgage Pass-Through Certificates,
Series 1998-32
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trust Administrator for the Holders
of Mortgage Pass-Through Certificates, Series 1998-32, 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 November 24, 1998 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
the United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 199__, in the original principal sum
of $___________, made by ____________________, payable to, or endorsed to
the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Certificate Account and except as
expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust
Administrator, on behalf of the Trustee, and the Master Servicer shall
keep the Documents and any proceeds separate and distinct from all other
property in the Master Servicer's possession, custody or control.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By: __________________________
Title: ________________________
Date: ________________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS
AMENDED, AND FOR NON-ERISA
INVESTORS
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1998-32, 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.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class A-R Certificate in excess of cash flows generated by
the Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate to
any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other
than a U.S. Person (a "Non-U.S. Person") that holds the Class A-R Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Trust Administrator with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trust Administrator an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes. "U.S.
Person" means a citizen or resident of the United States, a corporation,
partnership (except to the extent provided in applicable Treasury regulations)
or other entity created or organized in or under the laws of the United States
or any political subdivision thereof, an estate that is subject to U.S. federal
income tax regardless of the source of its income or a trust if a court within
the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class A-R Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 3.01 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of ___, 19__.
[Name of Purchaser]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of ___, 19__.
_____________________________
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina
28288
Re: Norwest Asset Securities Corporation,
Series 1998-32, 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 1998-32
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 1998-32, 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 November 24, 1998 (the "Pooling and
Servicing Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), of Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1998-32.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is
organized, is authorized to invest in the Class [A-PO][B-4][B-5][B-6]
Certificates, and to enter into this Agreement, and duly executed and
delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the
Class [A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Purchaser is able to bear the
economic risk of an investment in the Class [A-PO][B-4][B-5][B-6]
Certificates and can afford a complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__,
relating to the Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to
the extent it deemed appropriate, the documents attached thereto or
incorporated by reference therein, (b) it has had the opportunity to ask
questions of, and receive answers from the Seller concerning the Class
[A-PO][B-4][B-5][B-6] Certificates and all matters relating thereto, and
obtain any additional information (including documents) relevant to its
decision to purchase the Class [A-PO][B-4][B-5][B-6] Certificates that the
Seller possesses or can possess without unreasonable effort or expense and
(c) it has undertaken its own independent analysis of the investment in
the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will not use
or disclose any information it receives in connection with its purchase of
the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with
a subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state
or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) [for Class [B-4][B-5][B-6] Certificates only] if the
Purchaser is an insurance company, (A) the source of funds used to
purchase the Class [B-4][B-5][B-6] Certificate is an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July
12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or
on behalf of such Plan and all other Plans maintained by the same employer
(or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization exceeds 10% of the total of all reserves
and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the
purchase and holding of such Class [B-4][B-5][B-6] Certificates are
covered by Sections I and III of PTE 95-60 or (iii) the Purchaser has
provided (a) a "Benefit Plan Opinion" satisfactory to the Seller and the
Trust Administrator of the Trust Estate and (b) such other opinions of
counsel, officers' certificates and agreements as the Seller or the Master
Servicer may have required. A Benefit Plan Opinion is an opinion of
counsel to the effect that the proposed transfer will not cause the assets
of the Trust Estate to be regarded as "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and
will not subject the Trust Administrator, the Trustee, the Seller or the
Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil
penalties or excise taxes imposed pursuant to ERISA, Section 4975 of the
Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the
Board of Governors of the Federal Reserve System ("FRB"), the Federal
Deposit Insurance Corporation ("FDIC"), the Office of Thrift Supervision
("OTS") or the National Credit Union Administration ("NCUA"), the
Purchaser has reviewed the "Supervisory Policy Statement on Securities
Activities" dated January 28, 1992 of the Federal Financial Institutions
Examination Council and the April 15, 1994 Interim Revision thereto as
adopted by the OCC, FRB, FDIC, OTS and NCUA (with modifications as
applicable), as appropriate, other applicable investment authority, rules,
supervisory policies and guidelines of these agencies and, to the extent
appropriate, state banking authorities and has concluded that its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.
Section 3. Transfer of Class [A-PO][B-4][B-5][B-6] Certificates.
(a) The Purchaser understands that the Class [A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933
(the "Act") or any state securities laws and that no transfer may be made
unless the Class [A-PO][B-4][B-5][B-6] Certificates are registered under
the Act and applicable state law or unless an exemption from registration
is available. The Purchaser further understands that neither the Seller,
the Master Servicer nor the Trust Administrator is under any obligation to
register the Class [A-PO][B-4][B-5][B-6] Certificates or make an exemption
available. In the event that such a transfer is to be made in reliance
upon an exemption from the Act or applicable state securities laws, (i)
the Trust Administrator shall require, in order to assure compliance with
such laws, that the Certificateholder's prospective transferee certify to
the Seller and the Trust Administrator as to the factual basis for the
registration or qualification exemption relied upon, and (ii) unless the
transferee is a "Qualified Institutional Buyer" within the meaning of Rule
144A of the Act, the Trust Administrator or the Seller may, if such
transfer is made within three years from the later of (a) the Closing Date
or (b) the last date on which the Seller or any affiliate thereof was a
holder of the Certificates proposed to be transferred, require an Opinion
of Counsel that such transfer may be made pursuant to an exemption from
the Act and state securities laws, which Opinion of Counsel shall not be
an expense of the Trust Administrator, the Master Servicer or the Seller.
Any such Certificateholder desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Trust Administrator, the
Master Servicer, any Paying Agent acting on behalf of the Trust
Administrator and the Seller against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal
and state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall
be made unless the transferee provides the Seller and the Trust
Administrator with a Transferee's Letter, substantially in the form of
this Agreement.
(c) The Purchaser acknowledges that its Class [A-PO][B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:
--------------------------
Its:
--------------------------
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-32
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 1998-32, 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 November 24, 1998 (the "Pooling and
Servicing Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee") of Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1998-32.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state
or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) if the Purchaser is an insurance company, (A) the source of
funds used to purchase the Class [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 Trust Administrator of the Trust Estate
and (b) such other opinions of counsel, officers' certificates and
agreements as the Seller or the Master Servicer may have required. A
Benefit Plan Opinion is an opinion of counsel to the effect that the
proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the
Trust Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes
imposed pursuant to ERISA, Section 4975 of the Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:
--------------------------
Its:
--------------------------
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Citicorp Mortgage, Inc. Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
Great Financial Bank Servicing Agreement
Norwest Mortgage, Inc. Servicing Agreement
First Union Mortgage Corp. Servicing Agreement
Bank of America National Trust & Savings Association 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 1998-32, Class
____ (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing Agreement dated as of November 24, 1998 among Norwest
Asset Securities Corporation, as seller (the "Seller"), Norwest Bank Minnesota,
National Association, as Master Servicer, First Union National Bank, as Trust
Administrator, and United States Trust Company of New York, as Trustee.
_______________ intends to resell all of the Class B Certificates directly
to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
D-1 by Duff & Phelps Credit Rating Co. ("DCR") or (vi) demand and time deposits
in, certificates of deposit of, any depository institution or trust company
(which may be an affiliate of the Company) incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by DCR or S&P, (y) the
certificate of deposit or other unsecured short-term debt obligations of such
depository institution or trust company have a rating of at least D-1 by DCR or
A-1 by S&P or (z) the depository institution or trust company is one that is
acceptable to either DCR or S&P and, for each of the preceding clauses (i),
(iv), (v) and (vi), the maturity thereof shall be not later than the earlier to
occur of (A) 30 days from the date of the related investment and (B) the next
succeeding Distribution Date as defined in the related Pooling and Servicing
Agreement.
Commencement of Foreclosure: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Master Servicer shall provide to the Purchaser the following
notices and reports:
(i) Within five Business Days after each Distribution
Date (or included in or with the monthly statements to
Certificateholders pursuant to the Pooling and Servicing Agreement),
the Company, shall provide to the Purchaser a report, using the same
methodology and calculations in its standard servicing reports,
indicating for the Trust Estate the number of Mortgage Loans that
are (A) thirty days, (B) sixty days, (C) ninety days or more
delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in
connection with any Mortgage Loan, the Company shall cause (to the
extent that the Company as Master Servicer is granted such authority
in the related Servicing Agreement) the Servicer to provide the
Purchaser with a notice (sent by telecopier) of such proposed and
imminent foreclosure, stating the loan number and the aggregate
amount owing under the Mortgage Loan. Such notice may be provided to
the Purchaser in the form of a copy of a referral letter from such
Servicer to an attorney requesting the institution of foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1998-32. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02. Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04. Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment.
This Agreement may be amended from time to time by the Company and
the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04. Notices.
All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
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Attention:
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Section 4.05. Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf
of the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By:
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Name:
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Title:
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By:
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Name:
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Title:
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<PAGE>
EXHIBIT N
POLICY
