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 1998-30, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-R,
Class A-LR, Class B-1, Class B-2 and Class B-3 (the "Offered Certificates"),
having an aggregate original principal balance of $397,479,000.00. 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"), and
First Union National Bank, as trustee (the "Agreement"), a copy of which is
filed as an exhibit hereto. Mortgage Pass-Through Certificates, Series 1998-30,
Class A-PO Certificates, having an aggregate initial principal balance of
$32,801.51, and Class B-4, Class B-5 and Class B-6 Certificates, having an
aggregate initial principal balance of $2,802,687.30 (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.
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 will be distributed on each
Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust Estate as two REMICs for
federal income tax purposes (the "Upper-Tier REMIC" and the "Lower-Tier REMIC,"
respectively). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-PO, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will be
treated as "regular interests" in the Upper-Tier REMIC and the Class A-R and
Class A-LR Certificates will be treated as the "residual interest" in the
Upper-Tier REMIC and the Lower-Tier REMIC, respectively.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing Agreement, dated as of
November 24, 1998, among Norwest Asset
Securities Corporation, Norwest Bank
Minnesota, National Association and First
Union National Bank, as trustee.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
November 24, 1998
/s/ Alan S. Mckenney
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Alan S. McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing E
Agreement, dated as of November 24,
1998 among Norwest Asset Securities
Corporation, Norwest Bank
Minnesota, National Association,
and First Union National Bank, as
trustee.
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of November 24, 1998
$400,314,488.81
Mortgage Pass-Through Certificates
Series 1998-30
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions..................................................
Section 1.02. Acts of Holders..............................................
Section 1.03. Effect of Headings and Table of Contents.....................
Section 1.04. Benefits of Agreement........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.................................
Section 2.02. Acceptance by Trustee........................................
Section 2.03. Representations and Warranties of the Master Servicer and the
Seller.......................................................
Section 2.04. Execution and Delivery of Certificates.......................
Section 2.05. Designation of Certificates; Designation of Startup Day and
Latest Possible Maturity Date................................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING OF THE MORTGAGE LOANS
Section 3.01. Certificate Account..........................................
Section 3.02. Permitted Withdrawals from the Certificate Account...........
Section 3.03. Advances by Master Servicer and Trustee......................
Section 3.04. Trustee to Cooperate; Release of Owner Mortgage Loan Files...
Section 3.05. Reports to the Trustee; Annual Compliance Statements.........
Section 3.06. Title, Management and Disposition of any REO Mortgage Loan...
Section 3.07. Amendments to Servicing Agreements, Modification of Standard
Provisions...................................................
Section 3.08. Oversight of Servicing.......................................
Section 3.09. Termination and Substitution of Servicing Agreements.........
Section 3.10. Application of Net Liquidation Proceeds......................
Section 3.11. 1934 Act Reports.............................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS TO
CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
Section 4.01. Distributions................................................
Section 4.02. Allocation of Realized Losses................................
Section 4.03. Paying Agent.................................................
Section 4.04. Statements to Certificateholders; Reports to the Trustee and
the Seller...................................................
Section 4.05. Reports to Mortgagors and the Internal Revenue Service.......
Section 4.06. Calculation of Amounts; Binding Effect of Interpretations and
Actions of Master Servicer...................................
Section 4.07. Determination of LIBOR.......................................
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.............................................
Section 5.02. Registration of Certificates.................................
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.04. Persons Deemed Owners........................................
Section 5.05. Access to List of Certificateholders' Names and Addresses....
Section 5.06. Maintenance of Office or Agency..............................
Section 5.07. Definitive Certificates......................................
Section 5.08. Notices to Clearing Agency...................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer..............
Section 6.02. Merger or Consolidation of the Seller or the Master Servicer.
Section 6.03. Limitation on Liability of the Seller, the Master Servicer
and Others...................................................
Section 6.04. Resignation of the Master Servicer...........................
Section 6.05. Compensation to the Master Servicer..........................
Section 6.06. Assignment or Delegation of Duties by Master Servicer........
Section 6.07. Indemnification of Trustee and Seller by Master Servicer.....
ARTICLE VII
DEFAULT
Section 7.01. Events of Default............................................
Section 7.02. Other Remedies of Trustee....................................
Section 7.03. Directions by Certificateholders and Duties of Trustee During
Event of Default.............................................
Section 7.04. Action upon Certain Failures of the Master Servicer and upon
Event of Default.............................................
Section 7.05. Trustee to Act; Appointment of Successor.....................
Section 7.06. Notification to Certificateholders...........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee............................................
Section 8.02. Certain Matters Affecting the Trustee........................
Section 8.03. Trustee Not Required to Make Investigation...................
Section 8.04. Trustee Not Liable for Certificates or Mortgage Loans........
Section 8.05. Trustee May Own Certificates.................................
Section 8.06. The Master Servicer to Pay Fees and Expenses.................
Section 8.07. Eligibility Requirements.....................................
Section 8.08. Resignation and Removal......................................
Section 8.09. Successor....................................................
Section 8.10. Merger or Consolidation......................................
Section 8.11. Authenticating Agent.........................................
Section 8.12. Separate Trustees and Co-Trustees............................
Section 8.13. Appointment of Custodians....................................
Section 8.14. Tax Matters; Compliance with REMIC Provisions................
Section 8.15. Monthly Advances.............................................
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the Seller or Liquidation of All
Mortgage Loans...............................................
Section 9.02. Additional Termination Requirements..........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment....................................................
Section 10.02. Recordation of Agreement.....................................
Section 10.03. Limitation on Rights of Certificateholders...................
Section 10.04. Governing Law; Jurisdiction..................................
Section 10.05. Notices......................................................
Section 10.06. Severability of Provisions...................................
Section 10.07. Special Notices to Rating Agencies...........................
Section 10.08. Covenant of Seller...........................................
Section 10.09. Recharacterization...........................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate..............................
Section 11.02. Cut-Off Date.................................................
Section 11.03. Cut-Off Date Aggregate Principal Balance.....................
Section 11.04. Original Class A Percentage..................................
Section 11.05. Original Principal Balances of the Classes of Class A
Certificates.................................................
Section 11.05(a). Original Class A-6 Notional Amount...........................
Section 11.06. Original Class A Non-PO Principal Balance....................
Section 11.07. Original Subordinated Percentage.............................
Section 11.08. Original Class B-1 Percentage................................
Section 11.09. Original Class B-2 Percentage................................
Section 11.10. Original Class B-3 Percentage................................
Section 11.11. Original Class B-4 Percentage................................
Section 11.12. Original Class B-5 Percentage................................
Section 11.13. Original Class B-6 Percentage................................
Section 11.14. Original Class B Principal Balance...........................
Section 11.15. Original Principal Balances of the Classes of Class B
Certificates.................................................
Section 11.16. Original Class B-1 Fractional Interest.......................
Section 11.17. Original Class B-2 Fractional Interest.......................
Section 11.18. Original Class B-3 Fractional Interest.......................
Section 11.19. Original Class B-4 Fractional Interest.......................
Section 11.20. Original Class B-5 Fractional Interest.......................
Section 11.21. Closing Date.................................................
Section 11.22. Right to Purchase............................................
Section 11.23. Wire Transfer Eligibility....................................
Section 11.24. Single Certificate...........................................
Section 11.25. Servicing Fee Rate...........................................
Section 11.26. Master Servicing Fee Rate....................................
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
<S> <C> <C>
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-12 - Form of Face of Class A-12 Certificate
EXHIBIT A-13 - Form of Face of Class A-13 Certificate
EXHIBIT A-14 - Form of Face of Class A-14 Certificate
EXHIBIT A-15 - Form of Face of Class A-15 Certificate
EXHIBIT A-16 - Form of Face of Class A-16 Certificate
EXHIBIT A-17 - Form of Face of Class A-17 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1998-30 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest Mortgage in
locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest Mortgage from
Frederick Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [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
</TABLE>
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 and FIRST UNION NATIONAL
BANK, as Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
ACCEPTED MASTER SERVICING PRACTICES: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
ADDITIONAL COLLATERAL: As defined in the MLCC Servicing Agreement.
ADDITIONAL COLLATERAL MORTGAGE LOANS: As defined in the MLCC
Servicing Agreement.
ADJUSTED POOL AMOUNT: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates and (ii) the principal portion of all
Realized Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the month preceding such
Distribution Date.
ADJUSTED POOL AMOUNT (NON-PO PORTION): With respect to any
Distribution Date, the difference between the Adjusted Pool Amount for such
Distribution Date and the Adjusted Pool Amount (PO Portion) for such
Distribution Date.
ADJUSTED POOL AMOUNT (PO PORTION): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (y) the principal portion of any Realized Loss (other than a Debt
Service Reduction) incurred on such Mortgage Loan from the Cut-Off Date through
the end of the month preceding such Distribution Date.
ADJUSTED PRINCIPAL BALANCE: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
ADJUSTMENT AMOUNT: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance and Class B Principal Balance as of
the related Determination Date and (B) the sum of (i) the sum of the Class A
Principal Balance and Class B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a)(i) for such Distribution Date without regard to
the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
AGGREGATE CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date,
the aggregate amount distributable to the Classes of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a)(i) on
such Distribution Date.
AGGREGATE CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
all the Classes of Class A Certificates.
AGGREGATE CURRENT BANKRUPTCY LOSSES: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
AGGREGATE CURRENT FRAUD LOSSES: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
AGGREGATE CURRENT SPECIAL HAZARD LOSSES: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
AGGREGATE FORECLOSURE PROFITS: As to any Distribution Date, the
aggregate amount of Foreclosure Profits with respect to all of the Mortgage
Loans.
AGREEMENT: This Pooling and Servicing Agreement and all amendments
and supplements hereto.
APPLICABLE UNSCHEDULED PRINCIPAL RECEIPT PERIOD: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
AUTHENTICATING AGENT: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There shall initially be no Authenticating
Agent for the Certificates.
AVAILABLE MASTER SERVICER COMPENSATION: As to any Distribution Date,
the sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
BANKRUPTCY CODE: The Bankruptcy Code of 1978, as amended.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; PROVIDED, HOWEVER, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
BANKRUPTCY LOSS AMOUNT: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$117,191.07 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
BANK UNITED MORTGAGE LOAN SALE AGREEMENT: The mortgage loan sale
agreement dated as of September 17, 1998 between Bank United, as seller, and
Norwest Funding, Inc., as purchaser.
BENEFICIAL OWNER: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
BOOK-ENTRY CERTIFICATE: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-13
Certificates, Class A-14 Certificates, Class A-15 Certificates and Class A-17
Certificates, beneficial ownership and transfers of which shall be evidenced by,
and made through, book entries by the Clearing Agency as described in Section
5.01(b).
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
CERTIFICATE: Any one of the Class A Certificates or Class B
Certificates.
CERTIFICATE ACCOUNT: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trustee.
CERTIFICATEHOLDER OR HOLDER: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
CLASS: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
CLASS A CERTIFICATE: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17
Certificates, Class A-PO Certificates, Class A-R Certificate or Class A-LR
Certificate.
CLASS A CERTIFICATEHOLDER: The registered holder of a Class A
Certificate.
CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-6, Class A-12 and Class
A-PO Certificates), the amount distributable to such Class of Class A
Certificates pursuant to Paragraphs first, second and third clause (A) of
Section 4.01(a)(i). As to the Class A-6 Certificates, the amount distributable
to each such Class pursuant to Paragraphs first and second of Section
4.01(a)(i). As to the Class A-12 Certificates, the amount distributable to such
Class pursuant to Paragraph third clause (A) of Section 4.01(a)(i). As to any
Distribution Date and the Class A-PO Certificates, the amount distributable to
the Class A-PO Certificates pursuant to Paragraphs third clause (B) and fourth
of Section 4.01(a)(i) on such Distribution Date.
CLASS A FIXED PASS-THROUGH RATE: As to any Distribution Date, the
rate per annum set forth in Section 11.01.
CLASS A INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
CLASS A INTEREST PERCENTAGE: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-PO Certificates), the
percentage calculated by dividing the Interest Accrual Amount of such Class
(determined without regard to clause (ii) of the definition thereof) by the
Class A Interest Accrual Amount (determined without regard to clause (ii) of the
definition of each Interest Accrual Amount).
CLASS A INTEREST SHORTFALL AMOUNT: As to any Distribution Date and
any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i).
CLASS A INTEREST SHORTFALL DISTRIBUTION: As to any Distribution Date
and Class of Class A Certificates, the amount distributed in respect of such
Class pursuant to Paragraph second of Section 4.01(a)(i).
CLASS A INTEREST SHORTFALL PERCENTAGE: As to any Distribution Date
and any Class of Class A Certificates, the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Class A Unpaid
Interest Shortfall determined as of the Business Day preceding the applicable
Distribution Date.
CLASS A LOSS DENOMINATOR: As to any Determination Date, an amount
equal to the Class A Non-PO Principal Balance.
CLASS A LOSS PERCENTAGE: As to any Determination Date and any Class
of Class A Certificates (other than the Class A-PO Certificates) then
outstanding, the percentage calculated by dividing the Principal Balance of such
Class by the Class A Loss Denominator (determined without regard to any such
Principal Balance of any Class of Class A Certificates not then outstanding), in
each case determined as of the preceding Determination Date.
CLASS A NON-PO OPTIMAL AMOUNT: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal
Principal Amount.
CLASS A NON-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y)
the sum of:
(i) the Class A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
CLASS A NON-PO PRINCIPAL 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 Pod 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-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-17, Class A-R and Class A-LR Certificates,
the Class A Fixed Pass-Through Rate. As to the Class A-1 Certificates, 5.800%
per annum. As to the Class A-2 and Class A-13 Certificates, 6.000% per annum. As
to the Class A-8 Certificates, 6.500% per annum. As to the Class A-9
Certificates, 5.000% per annum. As to the Class A-10 Certificates, 7.000% per
annum. As to the Class A-11 Certificates, 7.500% per annum. As to the Class A-14
Certificates, 6.750% per annum. As to the Class A-15 and Class A-16
Certificates, the Class A-15 Pass-Through Rate and the Class A-16 Pass-Through
Rate, respectively. The Class A-12 and Class A-PO Certificates are not entitled
to interest and have no Class A Pass-Through Rate.
CLASS A PERCENTAGE: As to any Distribution Date occurring on or
prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
CLASS A PREPAYMENT PERCENTAGE: As to any Distribution Date to and
including the Distribution Date in 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 Trustee, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
CLASS A PRINCIPAL BALANCE: As of any date, an amount equal to the
sum of the Principal Balances for the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12
Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15
Certificates, Class A-16 Certificates, Class A-17 Certificates, Class A-PO
Certificates, Class A-R Certificate and Class A-LR 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 Class A Interest Shortfall Distributions for such Class on
prior Distribution Dates.
CLASS A-1 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-1 and Exhibit C hereto.
CLASS A-1 CERTIFICATEHOLDER: The registered holder of a Class A-1
Certificate.
CLASS A-2 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-2 and Exhibit C hereto.
CLASS A-2 CERTIFICATEHOLDER: The registered holder of a Class A-2
Certificate.
CLASS A-3 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-3 and Exhibit C hereto.
CLASS A-3 CERTIFICATEHOLDER: The registered holder of a Class A-3
Certificate.
CLASS A-4 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-4 and Exhibit C hereto.
CLASS A-4 CERTIFICATEHOLDER: The registered holder of a Class A-4
Certificate.
CLASS A-5 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-5 and Exhibit C hereto.
CLASS A-5 CERTIFICATEHOLDER: The registered holder of a Class A-5
Certificate.
CLASS A-6 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-6 and Exhibit C hereto.
CLASS A-6 CERTIFICATEHOLDER: The registered holder of a Class A-6
Certificate.
CLASS A-6 INTEREST ACCRUAL AMOUNT: As to any Distribution Date, (i)
the product of (A) 1/12th of the Class A Pass-Through Rate for the Class A-6
Certificates and (B) the Class A-6 Notional Amount as of such Distribution Date
minus (ii) the Class A Interest Percentage of the Class A-6 Certificates of (x)
any Non-Supported Interest Shortfall allocated to the Class A Certificates, (y)
the interest portion of any Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses allocated to the Class A Certificates with respect
to such Distribution Date pursuant to Section 4.02(e) and (z) the interest
portion of any Realized Losses (other than Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates
on or after the Cross-Over Date pursuant to Section 4.02(e).
CLASS A-6 NOTIONAL AMOUNT: As to any Distribution Date, an amount
equal to the sum of 7.20% of the Principal Balance of the Class A-1 Certificates
and 4.00% of the Principal Balance of the Class A-2 Certificates.
CLASS A-7 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-7 and Exhibit C hereto.
CLASS A-7 CERTIFICATEHOLDER: The registered holder of a Class A-7
Certificate.
CLASS A-8 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-8 and Exhibit C hereto.
CLASS A-8 CERTIFICATEHOLDER: The registered holder of a Class A-8
Certificate.
CLASS A-9 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-9 and Exhibit C hereto.
CLASS A-9 CERTIFICATEHOLDER: The registered holder of a Class A-9
Certificate.
CLASS A-10 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-10 and Exhibit C hereto.
CLASS A-10 CERTIFICATEHOLDER: The registered holder of a Class A-10
Certificate.
CLASS A-11 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-11 and Exhibit C hereto.
CLASS A-11 CERTIFICATEHOLDER: The registered holder of a Class A-11
Certificate.
CLASS A-12 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-12 and Exhibit C hereto.
CLASS A-12 CERTIFICATEHOLDER: The registered holder of a Class A-12
Certificate.
CLASS A-13 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-13 and Exhibit C hereto.
CLASS A-13 CERTIFICATEHOLDER: The registered holder of a Class A-13
Certificate.
CLASS A-14 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-14 and Exhibit C hereto.
CLASS A-14 CERTIFICATEHOLDER: The registered holder of a Class A-14
Certificate.
CLASS A-15 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-15 and Exhibit C hereto.
CLASS A-15 CERTIFICATEHOLDER: The registered holder of a Class A-15
Certificate.
CLASS A-15 PASS-THROUGH RATE: With respect to the Distribution Date
occurring in December 1998, 6.22500% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trustee on the Rate
Determination Date occurring in the second month preceding the month in which
such Distribution Date occurs in the manner specified in Section 4.07 hereof,
equal to 0.850% plus LIBOR subject to a minimum rate of 0.850% and a maximum
rate of 8.500%.
CLASS A-16 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-16 and Exhibit C hereto.
CLASS A-16 CERTIFICATEHOLDER: The registered holder of a Class A-16
Certificate.
CLASS A-16 PASS-THROUGH RATE: With respect to the Distribution Date
occurring in December 1998, 6.3194444% per annum. With respect to each
succeeding Distribution Date, a per anum rate, determined by the Trustee on the
Rate Determination Date occurring in the second month preceding the month in
which such Distribution Date occurs in the manner specified in Section 4.07
hereof, equal to 21.25% minus the product of 2.77777778 and LIBOR subject to a
minimum rate of 0.000% and a maximum rate of 21.25%.
CLASS A-17 CERTIFICATE. Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-17 and Exhibit C hereto.
CLASS A-17 CERTIFICATEHOLDER: The registered holder of a Class A-17
Certificate.
CLASS A-L1 INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS A-L3 INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS A-L8 INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS A-L9 INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS A-L13 INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS A-L15 INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS A-LPO INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS A-LR CERTIFICATE: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-LR and Exhibit D hereto.
CLASS A-LR CERTIFICATEHOLDER: The registered holder of the Class
A-LR Certificate.
CLASS A-LUR INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS A-PO CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
CLASS A-PO CERTIFICATEHOLDER: The registered holder of a Class A-PO
Certificate.
CLASS A-PO DEFERRED AMOUNT: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a)(i) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On
and after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
CLASS A-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the
Due Date occurring in the month of such Distribution Date on such
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced
to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that
was repurchased by the Seller during such preceding month pursuant to
Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage
Loan substituted for a defective Mortgage Loan during the month
preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such defective Mortgage Loan.
CLASS A-R CERTIFICATE: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit C hereto.
CLASS A-R CERTIFICATEHOLDER: The registered holder of the Class A-R
Certificate.
CLASS B CERTIFICATE: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
CLASS B CERTIFICATEHOLDER: The registered holder of a Class B
Certificate.
CLASS B DISTRIBUTION AMOUNT: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
CLASS B INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
CLASS B INTEREST PERCENTAGE: As to any Distribution Date and any
Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
CLASS B INTEREST SHORTFALL AMOUNT: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
CLASS B LOSS PERCENTAGE: As to any Determination Date and any Class
of Class B Certificates then outstanding, the percentage calculated by dividing
the Principal Balance of such Class B by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
CLASS B PASS-THROUGH RATE: As to any Distribution Date, 6.250% per
annum.
CLASS B PERCENTAGE: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
CLASS B PREPAYMENT PERCENTAGE: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.
CLASS B PRINCIPAL BALANCE: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
CLASS B UNPAID INTEREST SHORTFALL: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
CLASS B-1 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
CLASS B-1 CERTIFICATEHOLDER: The registered holder of a Class B-1
Certificate.
CLASS B-1 DISTRIBUTION AMOUNT: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a)(i).
CLASS B-1 INTEREST SHORTFALL AMOUNT: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a)(i).
CLASS B-1 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of
such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
CLASS B-1 PERCENTAGE: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
CLASS B-1 PREPAYMENT PERCENTAGE: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
CLASS B-1 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
CLASS B-1 UNPAID INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
CLASS B-2 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
CLASS B-2 CERTIFICATEHOLDER: The registered holder of a Class B-2
Certificate.
CLASS B-2 DISTRIBUTION AMOUNT: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
CLASS B-2 INTEREST SHORTFALL AMOUNT: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a)(i).
CLASS B-2 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of
such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
CLASS B-2 PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
CLASS B-2 PREPAYMENT PERCENTAGE: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-2 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-2 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
CLASS B-2 UNPAID INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
CLASS B-3 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
CLASS B-3 CERTIFICATEHOLDER: The registered holder of a Class B-3
Certificate.
CLASS B-3 DISTRIBUTION AMOUNT: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
CLASS B-3 INTEREST SHORTFALL AMOUNT: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a)(i).
CLASS B-3 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of
such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
CLASS B-3 PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.
CLASS B-3 PREPAYMENT PERCENTAGE: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-3 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-3 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as of such
Determination Date.
CLASS B-3 UNPAID INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
CLASS B-4 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
CLASS B-4 CERTIFICATEHOLDER: The registered holder of a Class B-4
Certificate.
CLASS B-4 DISTRIBUTION AMOUNT: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a)(i).
CLASS B-4 INTEREST SHORTFALL AMOUNT: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a)(i).
CLASS B-4 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of
such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
CLASS B-4 PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.
CLASS B-4 PREPAYMENT PERCENTAGE: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-4 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-4 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance and the Class B-3
Principal Balance as of such Determination Date.
CLASS B-4 UNPAID INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a)(i).
CLASS B-5 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
CLASS B-5 CERTIFICATEHOLDER: The registered holder of a Class B-5
Certificate.
CLASS B-5 DISTRIBUTION AMOUNT: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a)(i).
CLASS B-5 INTEREST SHORTFALL AMOUNT: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a)(i).
CLASS B-5 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of
such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
CLASS B-5 PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.
CLASS B-5 PREPAYMENT PERCENTAGE: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-5 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-5 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such Determination
Date.
CLASS B-5 UNPAID INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
CLASS B-6 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
CLASS B-6 CERTIFICATEHOLDER: The registered holder of a Class B-6
Certificate.
CLASS B-6 DISTRIBUTION AMOUNT: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a)(i).
CLASS B-6 INTEREST SHORTFALL AMOUNT: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a)(i).
CLASS B-6 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of
such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
CLASS B-6 PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with the provisions of Section 4.01(d)(i), the Class B-6
Percentage for such Distribution Date will be zero.
CLASS B-6 PREPAYMENT PERCENTAGE: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
CLASS B-6 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4 Principal Balance and the Class B-5
Principal Balance as of such Determination Date.
CLASS B-6 UNPAID INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
CLASS B-L1 INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS B-L2 INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS B-L3 INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS B-L4 INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS B-L5 INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLASS B-L6 INTEREST: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
CLEARING AGENCY: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
CLEARING AGENCY INDIRECT PARTICIPANT: A broker, dealer, bank,
financial institution or other Person that clears securities transactions
through or maintains a custodial relationship with a Clearing Agency
Participant, either directly or indirectly.
CLEARING AGENCY PARTICIPANT: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
CLOSING DATE: The date of initial issuance of the Certificates, as
set forth in Section 11.21.
CODE: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
COMPENSATING INTEREST: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal
Balance for such Distribution Date and (b) the Available Master Servicing
Compensation for such Distribution Date.
CO-OP SHARES: Shares issued by private non-profit housing
corporations.
CORPORATE TRUST OFFICE: The principal office of the Trustee, at
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this instrument is located at 230
South Tryon Street, Charlotte, North Carolina 28288.
CORRESPONDING UPPER-TIER CLASS OR CLASSES: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class or
Classes, as follows:
UNCERTIFICATED Corresponding Upper-Tier Class or
LOWER-TIER INTEREST CLASSES
Class A-L1 Interest Class A-1 Certificates, Class A-2 Certificates
and Class A-6 Certificates
Class A-L3 Interest Class A-3 Certificates, Class A-4 Certificates,
Class A-5, Class A-7 and Class A-17 Certificates
Class A-L8 Interest Class A-8 Certificates and Class A-12
Certificates
Class A-L9 Interest Class A-9 Certificates, Class A-10 Certificates
and Class A-11 Certificates
Class A-L13 Interest Class A-13 Certificates and Class A-14
Certificates
Class A-L15 Interest Class A-15 Certificates and Class A-16
Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
CROSS-OVER DATE: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
CROSS-OVER DATE INTEREST SHORTFALL: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the
Servicer on or after the Determination Date in the month
preceding the month of such Distribution Date but prior
to the first day of the month of such Distribution Date,
the amount of interest that would have accrued at the
Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its
receipt or, if earlier, its application by the Servicer
through the last day of the month preceding the month of
such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt Period is the Prior Month Receipt Period and
such Unscheduled Principal Receipt is received by the
Servicer during the month preceding the month of such
Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the
amount of such Unscheduled Principal Receipt from the
day of its receipt or, if earlier, its application by
the Servicer through the last day of the month in which
such Unscheduled Principal Receipt is received.
CURRENT CLASS A INTEREST DISTRIBUTION AMOUNT: As to any Distribution
Date, the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph first of Section 4.01(a)(i) on such Distribution Date.
CURRENT CLASS B INTEREST DISTRIBUTION AMOUNT: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a)(i) on such Distribution Date.
CURRENT CLASS B-1 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
CURRENT CLASS B-2 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
CURRENT CLASS B-3 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
CURRENT CLASS B-4 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
CURRENT CLASS B-5 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
CURTAILMENT: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.
CUSTODIAL AGREEMENT: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trustee, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
CUSTODIAL P&I ACCOUNT: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
CUSTODIAN: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 8.13, or its
successor in interest under the Custodial Agreement. The Custodian may (but need
not) be the Trustee or any Person directly or indirectly controlling or
controlled by or under common control of 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.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: As defined in Section 5.01(b).
DENOMINATION: The amount, if any, specified on the face of each
Certificate (other than the Class A-6 Certificates) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to the Class A-6 Certificates, the amount specified on the face
of each such Certificate representing the portion of the Original Class A-6
Notional Amount.
DETERMINATION DATE: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
DISCOUNT MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest
Rate of less than 6.250%.
DISTRIBUTION DATE: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
DUE DATE: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
ELIGIBLE ACCOUNT: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as two separate REMICs or result in the imposition of any
federal tax on either of the Upper-Tier REMIC or the Lower-Tier REMIC.
ELIGIBLE INVESTMENTS: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and
credit of the United States of America;
(ii) general obligations of or obligations guaranteed by any state
of the United States of America or the District of Columbia receiving
the highest short-term or highest long-term rating of each Rating
Agency, or such lower rating as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency;
(iii) commercial or finance company paper which is then rated in
the highest long-term commercial or finance company paper rating
category of each Rating Agency or the highest short-term rating category
of each Rating Agency, or such lower rating category as would not result
in the downgrading or withdrawal of the rating then assigned to any of
the Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds or banker's acceptances issued by any depository institution or
trust company incorporated under the laws of the United States or of any
state thereof and subject to supervision and examination by federal
and/or state banking authorities, provided that the commercial paper
and/or debt obligations of such depository institution or trust company
(or in the case of the principal depository institution in a holding
company system, the commercial paper or debt obligations of such holding
company) are then rated in the highest short-term or the highest
long-term rating category for such securities of each of the Rating
Agencies, or such lower rating categories as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to each Rating Agency
at the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United
States of America, in either case entered into with a depository
institution or trust company (acting as principal) described in (iv)
above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America
or any state thereof which, at the time of such investment or
contractual commitment providing for such investment, are then rated in
the highest short-term or the highest long-term rating category by each
Rating Agency, or in such lower rating category as would not result in
the downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA PROHIBITED HOLDER: As defined in Section 5.02(d).
ERRORS AND OMISSIONS POLICY: As defined in each of the Servicing
Agreements.
EVENT OF DEFAULT: Any of the events specified in Section 7.01.
EXCESS BANKRUPTCY LOSS: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss
represented by the ratio of (a) the excess of the Aggregate Current Bankruptcy
Losses over the then-applicable Bankruptcy Loss Amount, divided by (b) the
Aggregate Current Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy
Loss occurring with respect to a Mortgage Loan on or after the Cross-Over Date
will be an Excess Bankruptcy Loss.
EXCESS FRAUD LOSS: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized in the month preceding the
month of such Distribution Date, (i) if the Aggregate Current Fraud Losses with
respect to such Distribution Date exceed the then-applicable Fraud Loss Amount,
then the portion of such Fraud Loss represented by the ratio of (a) the excess
of the Aggregate Current Fraud Losses over the then-applicable Fraud Loss
Amount, divided by (b) the Aggregate Current Fraud Losses, or (ii) if the
Aggregate Current Fraud Losses with respect to such Distribution Date are less
than or equal to the then-applicable Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Fraud Loss.
EXCESS SPECIAL HAZARD LOSS: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
EXHIBIT F-1 MORTGAGE LOAN: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced in locations other than Frederick, Maryland under the Norwest Servicing
Agreement.
EXHIBIT F-2 MORTGAGE LOAN: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced in Frederick, Maryland under the Norwest Servicing Agreement.
EXHIBIT F-3 MORTGAGE LOAN: Any of the Mortgage Loans identified in
Exhibit F-3 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor
thereto.
FIDELITY BOND: As defined in each of the Servicing Agreements.
FINAL DISTRIBUTION DATE: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
FINAL SCHEDULED MATURITY DATE: The Final Scheduled Maturity Date for
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-PO, Class A-R, Class A-LR,
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates
is 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.
FITCH: Fitch IBCA, Inc., or its successor in interest.
FIXED RETAINED YIELD: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.250%,
(b) the Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
FIXED RETAINED YIELD RATE: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus the sum of (i) 6.250%, (ii) the Servicing Fee Rate
and (iii) the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
FORECLOSURE PROFITS: As to any Distribution Date, the excess, if
any, of (i) Net Liquidation Proceeds in respect of each Mortgage Loan that
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date over (ii) the sum of the unpaid principal balance of each such Liquidated
Loan plus accrued and unpaid interest at the applicable Mortgage Interest Rate
on the unpaid principal balance thereof from the Due Date to which interest was
last paid by the Mortgagor (or, in the case of a Liquidated Loan that had been
an REO Mortgage Loan, from the Due Date to which interest was last deemed to
have been paid) to the first day of the month in which such Distribution Date
occurs.
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 $8,006,289.78 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
FULL UNSCHEDULED PRINCIPAL RECEIPT: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
HOLDER: See "Certificateholder."
INDEPENDENT: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or person performing similar
functions.
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-6 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 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 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 on or after the
Cross-Over Date pursuant to Section 4.02(e). As to any Distribution Date and the
Class A-6 Certificates, the Class A-6 Interest Accrual Amount. The Class A-12
and Class A-PO Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of (x) any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class B Certificates with respect to such Distribution
Date pursuant to Section 4.02(e).
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one month Eurodollar deposits, as
determined by the Trustee on the related Rate Determination Date in accordance
with Section 4.07.
LIBOR BUSINESS DAY: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England, the City of New
York and Charlotte, North Carolina.
LIBOR CERTIFICATES: Any of the Class A-15 and Class A-16
Certificates.
LIQUIDATED LOAN: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
LIQUIDATED LOAN LOSS: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
LIQUIDATION EXPENSES: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
LIQUIDATION PROCEEDS: Amounts received by a Servicer (including
Insurance Proceeds) in connection with the liquidation of defaulted Mortgage
Loans or property acquired in respect thereof, whether through foreclosure, sale
or otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
LOAN-TO-VALUE RATIO: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
LOWER-TIER DISTRIBUTION AMOUNT: As defined in Section 4.01(a)(ii).
LOWER-TIER REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans (other than Fixed
Retained Yield), such amounts as shall from time to time be held in the
Certificate Account (other than Fixed Retained Yield), the insurance policies,
if any, relating to a Mortgage Loan and property which secured a Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure.
MASTER SERVICER: Norwest Bank Minnesota, National Association, or
its successor in interest.
MASTER SERVICING FEE: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
MASTER SERVICING FEE RATE: As set forth in Section 11.26.
MID-MONTH RECEIPT PERIOD: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC MORTGAGE LOAN PURCHASE AGREEMENT: The master mortgage loan
purchase agreement dated as of April 1, 1998 between Merrill Lynch Credit
Corporation, as seller, and Norwest Funding, Inc., as purchaser.
MLCC SERVICING AGREEMENT: The Servicing Agreement executed by
Merrill Lynch Credit Corporation, as Servicer.
MONTH END INTEREST: As defined in each Servicing Agreement or with
respect to the Servicing Agreement of Merrill Lynch Credit Corporation, as
Servicer, 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 Trustee on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1, F-2 and F-3, which list may be amended following the
Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Section
2.02 or 2.03 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P. Mortgage Loan;
(xv) the Master Servicing Fee;
(xvi) Fixed Retained Yield, if applicable; and
(xvii) for each Exhibit F-3 Mortgage Loan, the name of the Servicer
with respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
MORTGAGE LOANS: Each of the mortgage loans transferred and assigned
to the Trustee on the Closing Date pursuant to Section 2.01 and any mortgage
loans substituted therefor pursuant to Section 2.02 or 2.03, in each case as
from time to time are included in the Trust Estate as identified in the Mortgage
Loan Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
MORTGAGED PROPERTY: The property subject to a Mortgage, which may
include Co-op Shares or residential long-term leases.
MORTGAGOR: The obligor on a Mortgage Note.
NET FORECLOSURE PROFITS: As to any Distribution Date, the amount, if
any, by which (i) Aggregate Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses with respect to such
Distribution Date.
NET LIQUIDATION PROCEEDS: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
NET MORTGAGE INTEREST RATE: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the Servicing Fee Rate, as set forth in Section 11.25 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
NET REO PROCEEDS: As to any REO Mortgage Loan, REO Proceeds net of
any related expenses of the Servicer.
NON-PERMITTED FOREIGN HOLDER: As defined in Section 5.02(d).
NON-PO FRACTION: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.250%.
NONRECOVERABLE ADVANCE: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer, the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer delivered to the Trustee, in each case detailing the reasons for such
determination.
NON-SUPPORTED INTEREST SHORTFALL: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance and the Class B Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal Balance
and the Class B Principal Balance.
NON-U.S. PERSON: As defined in Section 4.01(g).
NORWEST MORTGAGE: Norwest Mortgage, Inc., or its successor in
interest.
NORWEST MORTGAGE CORRESPONDENTS: The entities listed on the Mortgage
Loan Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
NORWEST SERVICING AGREEMENT: The Servicing Agreement providing for
the servicing of the Exhibit F-1 Mortgage Loans and Exhibit F-2 Mortgage Loans
initially by Norwest Mortgage.
OFFICERS' CERTIFICATE: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
OPINION OF COUNSEL: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; PROVIDED, HOWEVER,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
OPTIMAL ADJUSTMENT EVENT: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or fifth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
ORIGINAL CLASS A PERCENTAGE: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13,
Class A-14, Class A-15, Class A-16, Class A-17, Class A-R and Class A-LR
Certificates, as set forth in Section 11.06.
ORIGINAL CLASS A-6 NOTIONAL AMOUNT: The Original Class A-6 Notional
Amount, as set forth in Section 11.05(a).
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 Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements or, in the case of each Mortgage Loan serviced by
Bank United or Merrill Lynch Credit Corporation, the documents specified in the
Bank United Mortgage Loan Sale Agreement and the MLCC Mortgage Loan Purchase
Agreement under their respective "Owner Mortgage Loan File" definition or
similar definition and/or other provisions requiring delivery of specified
documents to the owner of the Mortgage Loan in connection with the purchase
thereof, and any additional documents required to be added to the Owner Mortgage
Loan File pursuant to this Agreement.
PAC CERTIFICATES: The PAC I and PAC II Certificates.
PAC I CERTIFICATES: The Class A-1, Class A-2, Class A-3, Class A-4
and Class A-5 Certificates.
PAC II CERTIFICATES: The Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Class A-13 and Class A-14 Certificates.
PAC PRINCIPAL AMOUNT: As defined in Section 4.01(b).
PARENT POWER(R) GUARANTY AGREEMENT FOR REAL ESTATE: As defined in
the MLCC Servicing Agreement.
PARENT POWER(R) GUARANTY AND SECURITY AGREEMENT FOR SECURITY
ACCOUNT: As defined in the MLCC Servicing Agreement.
PARTIAL LIQUIDATION PROCEEDS: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
PARTIAL UNSCHEDULED PRINCIPAL RECEIPT: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
PAYING AGENT: The Person authorized on behalf of the Trustee, as
agent for the Master Servicer, to make distributions to Certificateholders with
respect to the Certificates and to forward to Certificateholders the periodic
and annual statements required by Section 4.04. The Paying Agent may be any
Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee. The initial Paying
Agent is appointed in Section 4.03(a).
PAYMENT ACCOUNT: The account maintained pursuant to Section 4.03(b).
PERCENTAGE INTEREST: With respect to a Class A Certificate (other
than Class A-6 Certificates), the undivided percentage interest obtained by
dividing the original principal balance of such Certificate by the Original
Principal Balance of such Class of Class A Certificates. With respect to a Class
A-6 Certificate, the undivided percentage interest obtained by dividing the
Original Class A-6 Notional Amount evidenced by such Certificate by the Original
Class A-6 Notional Amount of such Class. With respect to a Class B Certificate,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
PERIODIC ADVANCE: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any such advances
being equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
PERSON: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
PLAN: As defined in Section 5.02(c).
PO FRACTION: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
POOL BALANCE (NON-PO PORTION): As of any Distribution Date, the sum
of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
POOL BALANCE (PO PORTION): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
POOL DISTRIBUTION AMOUNT: As of any Distribution Date, the funds
eligible for distribution to the Holders of the Certificates on such
Distribution Date, which shall be the sum of (i) all previously undistributed
payments or other receipts on account of principal and interest on or in respect
of the Mortgage Loans (including, without limitation, the proceeds of any
repurchase of a Mortgage Loan by the Seller and any Substitution Principal
Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trustee pursuant to Section 3.03 and (iii) all
other amounts required to be placed in the Certificate Account by the Servicer
on or before the applicable Remittance Date or by the Master Servicer or the
Trustee on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trustee has made one or more
unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal
Receipt, and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following
the Due Date in the month in which such Distribution Date occurs and the
difference between the unpaid principal balance of such Mortgage Loan
substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs and the unpaid principal
balance of such defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes of the Class A
or Class B Certificates pursuant to Section 4.02 other than Recoveries
covered by the last sentence of Section 4.02(d).
POOL SCHEDULED PRINCIPAL BALANCE: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
PREMIUM MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest
Rate of 6.250% or greater.
PREPAYMENT IN FULL: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
PREPAYMENT INTEREST SHORTFALL: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a 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 (other than the Class A-6 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-6 and 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.
The Class A-6 Certificates are interest-only Certificates and have
no Principal Balance.
As of any subsequent Determination Date prior to the Cross-Over Date
and as to the Class A-PO Certificates, the Original Principal Balance of such
Class less the sum of (a) all amounts previously distributed in respect of the
Class A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, such Principal Balance will also be
reduced on each Determination Date by an amount equal to the difference, if any,
between such Principal Balance as of such Determination Date without regard to
this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
PRINCIPAL PREPAYMENT: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
PRIOR MONTH RECEIPT PERIOD: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
PRIORITY AMOUNT: For any Distribution Date, the lesser of (i) the
Principal Balance of the Class A-17 Certificates and (ii) the product of (1) the
Priority Percentage, (2) the Shift Percentage and (3) the sum of the Scheduled
Principal Amount and the Unscheduled Principal Amount.
PRIORITY PERCENTAGE: The Principal Balance of the Class A-17
Certificates divided by the Pool Balance (Non-PO Portion).
PROHIBITED TRANSACTION TAX: Any tax imposed under Section 860F of
the Code.
PRUDENT SERVICING PRACTICES: The standard of care set forth in each
Servicing Agreement.
RATE DETERMINATION DATE: As to any Distribution Date and any Class
of LIBOR Certificates, the second LIBOR Business Day prior to the beginning of
the month preceding the month in which such Distribution Date occurs.
RATING AGENCY: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates and Class B-1
Certificates are Fitch and S&P. The Rating Agency for the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates is Fitch. If any such agency or a successor
is no longer in existence, "Rating Agency" shall be such statistical credit
rating agency, or other comparable Person, designated by the Seller, notice of
which designation shall be given to the Trustee and the Master Servicer.
References herein to the highest short-term rating category of a Rating Agency
shall mean F-1+ in the case of Fitch and A-1+ in the case of S&P and in the case
of any other Rating Agency shall mean its equivalent of such ratings. References
herein to the highest long-term rating categories of a Rating Agency shall mean
AAA and in the case of any other Rating Agency shall mean its equivalent of such
rating without any plus or minus.
REALIZED LOSSES: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses) and
(ii) Bankruptcy Losses incurred in the month preceding the month of such
Distribution Date.
RECORD DATE: The last Business Day of the month preceding the month
of the related Distribution Date.
RECOVERY: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
RELEVANT ANNIVERSARY: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D.
REMIC PROVISIONS: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
REMITTANCE DATE: As defined in each of the Servicing Agreements.
REO MORTGAGE LOAN: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO PROCEEDS: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
REQUEST FOR RELEASE: A request for release in substantially the form
attached as Exhibit G hereto.
RESPONSIBLE OFFICER: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
RULE 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
S&P: Standard & Poor's or its successor in interest.
SCHEDULED PRINCIPAL AMOUNT: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(i) and y(iv) of the definition of
Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Percentage.
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, Inc., GMAC Mortgage
Corporation, HomeSide Lending, FT Mortgage Companies, North American Mortgage
Company, Countrywide Home Loans, Inc., Charter Bank for Savings, Hibernia
National Bank, National City Mortgage Company, Bank United, Bank of Oklahoma,
N.A., Merrill Lynch Credit Corporation, SunTrust Mortgage Inc. and Brenton
Mortgage, Inc., as Servicer under the related Servicing Agreement.
SERVICING AGREEMENTS: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
SERVICING FEE: With respect to any Servicer, as defined in its
Servicing Agreement.
SERVICING FEE RATE: With respect to a Mortgage Loan, as set forth in
Section 11.25.
SERVICING OFFICER: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
SHIFT PERCENTAGE: As to any Distribution Date, the percentage
indicated below:
DISTRIBUTION DATE OCCURRING IN SHIFT PERCENTAGE
December 1998 through November 2003.................. 0%
December 2003 through November 2004.................. 30%
December 2004 through November 2005.................. 40%
December 2005 through November 2006.................. 60%
December 2006 through November 2007.................. 80%
December 2007 through November 2008.................. 100%
SIMILAR LAW: As defined in Section 5.02(c).
SINGLE CERTIFICATE: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.24.
SPECIAL HAZARD LOSS: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee, 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 $4,003,144.89 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trustee. On and after the
Cross-Over Date, the Special Hazard Loss Amount shall be zero.
SPECIAL HAZARD PERCENTAGE: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
STARTUP DAY: As defined in Section 2.05.
SUBORDINATED PERCENTAGE: As to any Distribution Date, the percentage
which is the difference between 100% and the Class A Percentage for such date.
SUBORDINATED PREPAYMENT PERCENTAGE: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
SUBSIDY LOAN: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
SUBSTITUTE MORTGAGE LOAN: As defined in Section 2.02.
SUBSTITUTION PRINCIPAL AMOUNT: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
SURETY BOND: As defined in the MLCC Servicing Agreement.
T.O.P. MORTGAGE LOAN: Any Mortgage Loan that was originated by
Norwest Mortgage or an affiliate thereof in connection with the "Title Option
Plus" program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
TRUST ESTATE: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trustee to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement, property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
TRUSTEE: First Union National Bank, a national banking association
with its principal office located in Charlotte, North Carolina, or any successor
trustee appointed as herein provided.
UNPAID INTEREST SHORTFALLS: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
UNSCHEDULED PRINCIPAL AMOUNT: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Prepayment Percentage.
UNSCHEDULED PRINCIPAL RECEIPT: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds and proceeds received from any
condemnation award or proceeds in lieu of condemnation other than that portion
of such proceeds released to the Mortgagor in accordance with the terms of the
Mortgage or Prudent Servicing Practices, but excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts. Except as set forth in the last sentence of
Section 4.02(d), a Recovery shall not be treated as an Unscheduled Principal
Receipt.
UNSCHEDULED PRINCIPAL RECEIPT PERIOD: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
UPPER-TIER CERTIFICATE: Any one of the Class A Certificates (other
than the Class A-LR Certificate) and the Class B Certificates.
UPPER-TIER CERTIFICATE ACCOUNT: The trust account established and
maintained pursuant to Section 4.01(e).
UPPER-TIER REMIC: One of the two separate REMICs comprising the
Trust Estate, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. PERSON: As defined in Section 4.01(g).
VOTING INTEREST: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Class A-6 Certificates will
be entitled to 1% of the aggregate Voting Interest represented by all
Certificates and each remaining Class of Certificates will be entitled to a pro
rata portion of the remaining Voting Interest equal to the ratio obtained by
dividing the Principal Balance of such Class by the sum of the Class A Principal
Balance and the Class B Principal Balance. Each Certificateholder of a Class
will have a Voting Interest equal to the product of the Voting Interest to which
such Class is collectively entitled and the Percentage Interest in such Class
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class of Certificates or
specified Classes of Certificates, each Certificateholder of a Class will have a
Voting Interest in such Class equal to such Holder's Percentage Interest in such
Class.
WEIGHTED AVERAGE NET MORTGAGE INTEREST RATE: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
SECTION 1.02. ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
SECTION 1.03. EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04. BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01. CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans (d)
all of the Seller's right, title and interest in and to each Mortgage 100SM
Pledge Agreement, each Parent Power(R) Guaranty and Security Agreement for
Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate
with respect to each additional Collateral Mortgage Loan and (e) proceeds of all
the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trustee or any prior
assignment is in the process of being recorded on the Closing Date, the Seller
shall deliver a copy thereof, certified by Norwest Mortgage or the applicable
Norwest Mortgage Correspondent to be a true and complete copy of the document
sent for recording, and the Seller shall use its best efforts to cause each such
original recorded document or certified copy thereof to be delivered to the
Trustee promptly following its recordation, but in no event later than one (1)
year following the Closing Date. The Seller shall also cause to be delivered to
the Trustee any other original mortgage loan document to be included in the
Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall
pay from its own funds, without any right of reimbursement therefor, the amount
of any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trustee within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trustee the assignment of the Mortgage Loan from the
Seller to the Trustee in a form suitable for recordation, together with an
Opinion of Counsel to the effect that recording is not required to protect the
Trustee's right, title and interest in and to the related Mortgage Loan or, in
case a court should recharacterize the sale of the Mortgage Loans as a
financing, to perfect a first priority security interest in favor of the Trustee
in the related Mortgage Loan. In the event that the Master Servicer receives
notice that recording is required to protect the right, title and interest of
the Trustee in and to any such Mortgage Loan for which recordation of an
assignment has not previously been required, the Master Servicer shall promptly
notify the Trustee and the Trustee shall within five Business Days (or such
other reasonable period of time mutually agreed upon by the Master Servicer and
the Trustee) of its receipt of such notice deliver each previously unrecorded
assignment to the related Servicer for recordation.
SECTION 2.02. ACCEPTANCE BY TRUSTEE.
The Trustee acknowledges receipt of the Mortgage Notes, the
Mortgages, the assignments and other documents required to be delivered on the
Closing Date pursuant to Section 2.01 above and declares that it holds and will
hold such documents and the other documents constituting a part of the Owner
Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth,
for the use and benefit of all present and future Certificateholders. The
Trustee agrees, for the benefit of Certificateholders, to review each Owner
Mortgage Loan File within 45 days after execution of this Agreement in order to
ascertain that all required documents set forth in Section 2.01 have been
executed and received and appear regular on their face, and that such documents
relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so
doing the Trustee may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trustee finds any document constituting a part of
an Owner Mortgage Loan File not to have been executed or received or to be
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not
to appear regular on its face, the Trustee shall promptly (and in no event more
than 30 days after the discovery of such defect) notify the Seller, which shall
have a period of 60 days after the date of such notice within which to correct
or cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trustee's notice to it referred to above respecting such defect,
either (i) repurchase the related Mortgage Loan or any property acquired in
respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate less any Fixed Retained Yield through the last day of the
month in which such repurchase takes place or (ii) if within two years of the
Startup Day, or such other period permitted by the REMIC Provisions, substitute
for any Mortgage Loan to which such material defect relates, a new mortgage loan
(a "Substitute Mortgage Loan") having such characteristics so that the
representations and warranties of the Seller set forth in Section 2.03(b) hereof
(other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such Substitute
Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a
Mortgage Interest Rate equal to that of the Mortgage Loan for which it is
substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trustee and the Substitution Principal Amount, together with (i) interest
on such Substitution Principal Amount at the applicable Net Mortgage Interest
Rate to the following Due Date of such Mortgage Loan which is being substituted
for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, the Master
Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited
in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan
for the Due Date in the month of substitution shall not be part of the Trust
Estate. Upon receipt by the Trustee of written notification of any such deposit
signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the
case may be, the Trustee shall release to the Seller the related Owner Mortgage
Loan File and shall execute and deliver such instrument of transfer or
assignment, in each case without recourse, as shall be necessary to vest in the
Seller legal and beneficial ownership of such substituted or repurchased
Mortgage Loan or property. It is understood and agreed that the obligation of
the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan
or property as to which such a material defect in a constituent document exists
shall constitute the sole remedy respecting such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. The
failure of the Trustee to give any notice contemplated herein within forty-five
(45) days after the execution of this Agreement shall not affect or relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to this Section
2.02.
The Trustee may, concurrently with the execution and delivery hereof
or at any time thereafter, enter into a Custodial Agreement substantially in the
form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to
hold the Mortgage Notes, the Mortgages, the assignments and other documents
related to the Mortgage Loans received by the Trustee in trust for the benefit
of all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03. REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER AND THE
SELLER.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of Certificateholders that, as of the date of execution
of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee or to the
Custodian with, any Mortgage establishes in the Seller a valid and
subsisting first lien on the property described therein and the Seller has
full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; PROVIDED, HOWEVER,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than
one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law); and, to the best of the Seller's knowledge, all parties
to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has
been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except (A) any Mortgage Loan identified on
the Mortgage Loan Schedule as a T.O.P. Mortgage Loan and (B) any Mortgage
Loan secured by a Mortgaged Property located in any jurisdiction, as to
which an opinion of counsel of the type customarily rendered in such
jurisdiction in lieu of title insurance is instead received) is covered by
an American Land Title Association mortgagee title insurance policy or
other generally acceptable form of policy or insurance acceptable to FNMA
or FHLMC, issued by a title insurer acceptable to FNMA or FHLMC insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trustee, of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be
in full force and effect and inure to the benefit of the Trustee, no
claims have been made under such mortgagee title insurance policy, and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such
mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if
the Mortgaged Property is a condominium unit, it is included under the
coverage afforded by a blanket policy for the project; if upon origination
of the Mortgage Loan, the improvements on the Mortgaged Property were in
an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of not more than
360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trustee in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with FNMA or FHLMC standards for
inter vivos trusts and (ii) holding title to the Mortgaged Property in
such trust will not diminish any rights as a creditor including the right
to full title to the Mortgaged Property in the event foreclosure
proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and that
such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
SECTION 2.04. EXECUTION AND DELIVERY OF CERTIFICATES.
The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Owner Mortgage Loan Files to it, and, concurrently with
such delivery, (i) acknowledges the issuance of and hereby declares that it
holds the Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC
and Certificateholders and (ii) has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
SECTION 2.05. DESIGNATION OF CERTIFICATES; DESIGNATION OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-R and Class A-LR Certificates) and the Classes of Class
B Certificates as classes of "regular interests" and the Class A-R Certificate
as the single class of "residual interest" in the Upper-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller
hereby further designates the Class A-L1 Interest, Class A-L3 Interest, Class
A-L8 Interest, Class A-L9 Interest, Class A-L13 Interest, Class A-L15 Interest,
Class A-LPO Interest, Class A-LUR Interest, Class B-L1 Interest, Class B-L2
Interest, Class B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and
Class B-L6 Interest as classes of "regular interests" and the Class A-LR
Certificate as the single class of "residual interest" in the Lower-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Closing Date is hereby designated as the "Startup Day" of each of the Upper-Tier
REMIC and Lower-Tier REMIC within the meaning of Code Section 860G(a)(9). The
"latest possible maturity date" of the regular interests in the Upper-Tier REMIC
and Lower-Tier REMIC is 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 or any amounts received by it upon
the sale of any Additional Collateral pursuant to the terms of the Mortgage
100SM Pledge Agreement, the Parent Power(R) Guaranty and Security Agreement for
Securities Account or the Parent Power(R) Guaranty Agreement for Real Estate or
any amounts received pursuant to the Surety Bond, and shall, in addition,
deposit into the Certificate Account the following amounts, in the case of
amounts specified in clause (i), not later than the Distribution Date on which
such amounts are required to be distributed to Certificateholders and, in the
case of the amounts specified in clause (ii), not later than the Business Day
next following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trustee, if any and any amounts deemed received by the
Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
applicable, any Substitution Principal Amount and any amounts received in
respect of the interest portion of unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC while any Certificates are outstanding. Any amounts deposited in the
Certificate Account prior to the Distribution Date shall be invested for the
account of the Master Servicer and any investment income thereon shall be
additional compensation to the Master Servicer for services rendered under this
Agreement. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out of its
own funds immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer
for Periodic Advances made by the Master Servicer or the Trustee pursuant
to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement
with respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03, 3.08 or 9.01) respecting which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee
for any Periodic Advances determined in good faith to have become
Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee
(or, in certain cases, the Seller) for expenses incurred by it (including
taxes paid on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with
respect to a particular Mortgage Loan, the Fixed Retained Yield, if any,
with respect to such Mortgage Loan; provided, however, that with respect
to any payment of interest received by the Master Servicer in respect of a
Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
Proceeds, Insurance Proceeds or otherwise) which is less than the full
amount of interest then due with respect to such Mortgage Loan, only that
portion of such payment of interest that bears the same relationship to
the total amount of such payment of interest as the Fixed Retained Yield
Rate, if any, in respect of such Mortgage Loan bears to the Mortgage
Interest Rate shall be allocated to the Fixed Retained Yield with respect
thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
SECTION 3.03. ADVANCES BY MASTER SERVICER AND TRUSTEE.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In addition, if under
the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event Norwest
Mortgage fails to make any required Periodic Advances of principal and interest
on a Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of Norwest Mortgage or such Other Servicer, as the case may be, (ii)
the amount actually advanced by Norwest Mortgage or such Other Servicer, (iii)
the amount that the Trustee or Master Servicer is required to advance hereunder,
including any amount the Master Servicer is required to advance pursuant to the
second sentence of this Section 3.03(a), and (iv) whether the Master Servicer
has determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trustee or Master Servicer shall
be deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will
be obligated to make a Periodic Advance that it reasonably believes to be a
Nonrecoverable Advance. The Trustee may conclusively rely for any determination
to be made by it hereunder upon the determination of the Master Servicer as set
forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the
Trustee that such failure has occurred. Upon receipt of such certification, the
Trustee shall advance such funds and take such steps as are necessary to pay
such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.
SECTION 3.04. TRUSTEE TO COOPERATE;
RELEASE OF OWNER MORTGAGE LOAN FILES.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trustee and the Trustee shall, within five Business Days, release
the related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer of
such Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer
or such Servicer, as directed by the Master Servicer, court pleadings, requests
for trustee's sale or other documents necessary to the foreclosure or trustee's
sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
SECTION 3.05. REPORTS TO THE TRUSTEE; ANNUAL COMPLIANCE STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current FNMA monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before
April 30 of each year, a certificate signed by an officer of the Master
Servicer, certifying that (i) such officer has reviewed the activities of the
Master Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
SECTION 3.06. TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
SECTION 3.07. AMENDMENTS TO SERVICING AGREEMENTS,
MODIFICATION OF STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the Norwest Servicing Agreement for the purpose of
changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into
an amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08. OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations that are to
be observed or performed by the Servicer under its respective Servicing
Agreement. In performing its obligations hereunder, the Master Servicer shall
act in a manner consistent with Accepted Master Servicing Practices and with the
Trustee's and the Certificateholders' reliance on the Master Servicer, and in a
manner consistent with the terms and provisions of any insurance policy required
to be maintained by the Master Servicer or any Servicer pursuant to this
Agreement or any Servicing Agreement. The Master Servicer acknowledges that
prior to taking certain actions required to service the Mortgage Loans, each
Servicing Agreement provides that the Servicer thereunder must notify, consult
with, obtain the consent of or otherwise follow the instructions of the Master
Servicer. The Master Servicer is also given authority to waive compliance by a
Servicer with certain provisions of its Servicing Agreement. In each such
instance, the Master Servicer shall promptly instruct such Servicer or otherwise
respond to such Servicer's request. In no event will the Master Servicer
instruct such Servicer to take any action, give any consent to action by such
Servicer or waive compliance by such Servicer with any provision of such
Servicer's Servicing Agreement if any resulting action or failure to act would
be inconsistent with the requirements of the Rating Agencies that rated the
Certificates or would otherwise have an adverse effect on the
Certificateholders. Any such action or failure to act shall be deemed to have an
adverse effect on the Certificateholders if such action or failure to act either
results in (i) the downgrading of the rating assigned by any Rating Agency to
the Certificates, (ii) the loss by the Upper-Tier REMIC or the Lower-Tier REMIC
of REMIC status for federal income tax purposes or (iii) the imposition of any
Prohibited Transaction Tax or any federal taxes on either the Upper-Tier REMIC,
the Lower-Tier REMIC or the Trust Estate. The Master Servicer shall have full
power and authority in its sole discretion to take any action with respect to
the Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Trustee or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled to repurchase at its option any
defaulted Mortgage Loan or any Mortgage Loan as to which default is reasonably
foreseeable from the Trust Estate if, in the Seller's judgment, the default is
not likely to be cured by the Mortgagor. The purchase price for any such
Mortgage Loan shall be 100% of the unpaid principal balance of such Mortgage
Loan plus accrued interest thereon at the Mortgage Interest Rate for such
Mortgage Loan, through the last day of the month in which such repurchase
occurs. Upon the receipt of such purchase price, the Master Servicer shall
provide to the Trustee the certification required by Section 3.04 and the
Trustee and the Custodian, if any, shall promptly release to the Seller the
Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or
Lower-Tier REMIC.
Additional Collateral may be liquidated and the proceeds applied to
cover any shortfalls upon the liquidation of a Mortgaged Property; PROVIDED,
HOWEVER, that the Trust Estate in no event shall acquire ownership of the
Additional Collateral unless the Trust Administrator shall have received an
Opinion of Counsel that such ownership shall not cause the Trust Estate to fail
to qualify as two separate REMICs or subject either REMIC to any tax.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09. TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trustee is obligated to make an advance pursuant to Section 3.03 and (ii)
the Trustee provides Norwest Mortgage written notice of the failure to make such
advance and such failure shall continue unremedied for a period of 15 days after
receipt of such notice, the Trustee shall terminate the Norwest Servicing
Agreement without the recommendation of the Master Servicer. The Master Servicer
shall indemnify the Trustee and hold it harmless from and against any and all
claims, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees) arising out of, or assessed against the Trustee in
connection with termination of such Servicing Agreement at the direction of the
Master Servicer. If the Trustee terminates such Servicing Agreement, the Trustee
may enter into a substitute Servicing Agreement with the Master Servicer or, at
the Master Servicer's nomination, with another mortgage loan service company
acceptable to the Trustee, the Master Servicer and each Rating Agency under
which the Master Servicer or such substitute servicer, as the case may be, shall
assume, satisfy, perform and carry out all liabilities, duties, responsibilities
and obligations that are to be, or otherwise were to have been, satisfied,
performed and carried out by such Servicer under such terminated Servicing
Agreement. Until such time as the Trustee enters into a substitute servicing
agreement with respect to the Mortgage Loans previously serviced by such
Servicer, the Master Servicer shall assume, satisfy, perform and carry out all
obligations which otherwise were to have been satisfied, performed and carried
out by such Servicer under its terminated Servicing Agreement. However, in no
event shall the Master Servicer be deemed to have assumed the obligations of a
Servicer to advance payments of principal and interest on a delinquent Mortgage
Loan in excess of the Master Servicer's independent Periodic Advance obligation
under Section 3.03 of this Agreement. As compensation for the Master Servicer of
any servicing obligations fulfilled or assumed by the Master Servicer, the
Master Servicer shall be entitled to any servicing compensation to which a
Servicer would have been entitled if the Servicing Agreement with such Servicer
had not been terminated.
SECTION 3.10. APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11. 1934 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class A-PO Certificates) and the Class B-1, Class B-2 and Class
B-3 Certificates pursuant to the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01. DISTRIBUTIONS.
(a)(i) On each Distribution Date, the Pool Distribution Amount will
be applied in the following amounts, to the extent the Pool Distribution Amount
is sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates, pro rata, based upon
their respective Interest Accrual Amounts, in an aggregate amount up to the sum
of the Class A Interest Accrual Amount with respect to such Distribution Date;
second, to the Classes of Class A Certificates, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls, in an aggregate amount up
to the sum of the Aggregate Class A Unpaid Interest Shortfall;
third, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based on
their respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (A) to the Classes of Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such Classes
in accordance with Section 4.01(b) or Section 4.01(c), as applicable, and (B) to
the Class A-PO Certificates in an amount up to the Class A-PO Optimal Principal
Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard to
this Paragraph fourth) first to the Class B-6 Certificates pursuant to Paragraph
twenty-second, below, second to the Class B-5 Certificates pursuant to Paragraph
nineteenth, below, third to the Class B-4 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-3 Certificates pursuant to Paragraph
thirteenth, below, fifth to the Class B-2 Certificates pursuant to Paragraph
tenth below, and sixth to the Class B-1 Certificates pursuant to Paragraph
seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such Distribution
Date;
sixth, to the Class B-1 Certificates in an amount up to the Class
B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-1 Certificates pursuant to this Paragraph seventh will be reduced
by the amount, if any, that would have been distributable to the Class B-1
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-2 Certificates pursuant to this Paragraph tenth will be reduced
by the amount, if any, that would have been distributable to the Class B-2
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to such
Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the Class
B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to such
Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph sixteenth
will be reduced by the amount, if any, that would have been distributable to the
Class B-4 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to such
Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder of
the Class A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or
notional amount of any Class (other than the Class A-R or Class A-LR
Certificates) has been reduced to zero, such Class will be entitled to no
further distributions of principal or interest (including, without limitation,
any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-LR
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-6 and
Class A-PO Certificates) and any Class of Class B Certificates with a lower
numerical designation pro rata based on their Principal Balances.
(ii) Distributions on the Uncertificated Lower-Tier Interests. On
each Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest shall receive distributions in respect of interest equal to
the Interest Accrual Amounts and distributions in respect of Unpaid Interest
Shortfalls, as the case may be, in respect of its Corresponding Upper-Tier Class
or Classes, in each case to the extent actually distributed thereon. Such
amounts distributed to the Uncertificated Lower-Tier Interests in respect of
principal and interest with respect to any Distribution Date are referred to
herein collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Principal Balances of the respective
Corresponding Upper-Tier Class or Classes. The initial principal balance of each
Uncertificated Lower-Tier Interest equals the Original Principal Balances of the
respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class A-L1 Interest, Class
A-L3 Interest, Class A-L8 Interest, Class A-L9, Class A-L13 Interest, Class
A-L15 Interest, Class A-LUR Interest, Class B-L1 Interest, Class B-L2 Interest,
Class B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and Class B-L6
Interest shall be 6.250% per annum. The Class A-LPO Interest is a principal-only
interest and is not entitled to distributions of interest. Any Non-Supported
Interest Shortfalls will be allocated to each Uncertificated Lower-Tier Interest
in the same relative proportions as interest is allocated to such Uncertificated
Lower-Tier Interest.
(b) The Class A-6 Certificates are interest-only Certificates and
are not entitled to distributions in respect of principal.
On each Distribution Date occurring prior to the Cross-Over Date,
the Class A Non-PO Principal Distribution Amount will be allocated among and
distributed in reduction of the Principal Balances of the Class A Certificates
(other than the Class A-PO Certificates) in accordance with the following
priorities:
first, to the Class A-17 Certificates, up to the Priority Amount for
such Distribution Date;
second, concurrently, to the Class A-R and Class A-LR Certificates,
pro rata, until the Principal Balance of each such Class has been reduced
to zero;
third, sequentially, to the Class A-1, Class A-2, Class A-3, Class A-4
and Class A-5 Certificates, in that order, up to their respective PAC
Principal Amounts for such Distribution Date;
fourth, concurrently, to the Class A-13 and Class A-14 Certificates,
pro rata, up to their respective PAC Principal Amounts for such
Distribution Date;
fifth, to the Class A-7 Certificates, up to their PAC Principal Amount
for such Distribution Date;
sixth, concurrently, to the Class A-8 and Class A-12 Certificates, pro
rata, up to their respective PAC Principal Amounts for such Distribution
Date;
seventh, concurrently, to the Class A-9, Class A-10 and Class A-11
Certificates, pro rata, up to their respective PAC Principal Amounts for
such Distribution Date;
eighth, concurrently, to the Class A-15 and Class A-16 Certificates,
pro rata, until their respective Principal Balances have been reduced to
zero;
ninth, concurrently, to the Class A-13 and Class A-14 Certificates,
pro rata, without regard to their respective PAC Principal Amounts for such
Distribution Date, until the Principal Balance of each such Class has been
reduced to zero;
tenth, to the Class A-7 Certificates, without regard to their PAC
Principal Amount for such Distribution Date, until the Principal Balance
thereof has been reduced to zero;
eleventh, concurrently, to the Class A-8 and Class A-12 Certificates,
pro rata, without regard to their respective PAC Principal Amounts for such
Distribution Date, until the Principal Balance of each such Class has been
reduced to zero;
twelfth, concurrently, to the Class A-9, Class A-10 and Class A-11
Certificates, pro rata, without regard to their respective PAC Principal
Amounts for such Distribution Date, until the Principal Balance of each
such Class has been reduced to zero;
thirteenth, sequentially, to the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-5 Certificates, in that order, without regard to
their respective PAC Principal Amounts for such Distribution Date, until
the Principal Balance of each such Class has been reduced to zero; and
fourteenth, to the Class A-17 Certificates, without regard to the
Priority Amount, until the Principal Balance thereof has been reduced to
zero.
As used above, the "PAC Principal Amount" for any Distribution Date
and for any Class of PAC Certificates means the amount, if any, that would
reduce the Principal Balance of such Class to the percentage of its Original
Principal Balance shown in the tables set forth below with respect to such
Distribution Date.
<PAGE>
The following tables set forth for each Distribution Date planned
Principal Balances for the PAC Certificates, expressed as a percentage of the
initial Principal Balance of such Class.
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-1 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE DATE BALANCE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
Up to and Including February 2001 . 54.99869502 June 2001
November 2000 ..... 100.00000000 March 2001 .... 39.19428156 and thereafter 0.00000000
December 2000 ..... 85.45938314 April 2001 .... 23.49168872
January 2001 ...... 70.42324314 May 2001 ...... 7.89286672
</TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-2 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE DATE BALANCE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
Up to and Including November 2001 . 60.15579093 May 2002 ..... 8.74963475
June 2001 ......... 100.00000000 December 2001 . 51.44520963 June 2002 .... 0.37943387
July 2001 ......... 95.58204525 January 2002 .. 42.79227392 July 2002
August 2001 ....... 86.63713878 February 2002 . 34.19661437 and thereafter 0.00000000
September 2001 .... 77.75137998 March 2002 .... 25.65786398
October 2001 ...... 68.92438960 April 2002 .... 17.17565819
</TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-3 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE DATE BALANCE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
Up to and Including October 2002 .. 58.44437660 April 2003 ... 9.92059066
May 2002 .......... 100.00000000 November 2002 . 50.22183080 May 2003 ..... 2.02022905
June 2002 ......... 91.88724481 December 2002 . 42.05384731 June 2003
July 2002 ......... 83.44291301 January 2003 .. 33.94007722 and thereafter 0.00000000
August 2002 ....... 75.05456288 February 2003 . 25.88017366
September 2002 .... 66.72183604 March 2003 .... 17.87379221
</TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-4 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE DATE BALANCE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
Up to and Including September 2003 65.26087750 February 2004 . 21.74291618
May 2003 .......... 100.00000000 October 2003 .. 56.12625156 March 2004 .... 13.42341200
June 2003 ......... 93.03338015 November 2003 . 47.05240982 April 2004 .... 5.16177492
July 2003 ......... 83.71404720 December 2003 . 38.55703466 May 2004
August 2003 ....... 74.45667831 January 2004 .. 30.12066402 and thereafter 0.00000000
</TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-5 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE DATE BALANCE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
Up to and Including December 2004 . 53.84248475 September 2005 16.19365501
April 2004 ........ 100.00000000 January 2005 .. 48.96075001 October 2005 .. 12.80085779
May 2004 .......... 97.38057601 February 2005 . 44.26734382 November 2005 . 9.54744106
June 2004 ......... 90.37050494 March 2005 .... 39.75612092 December 2005 . 7.37063485
July 2004 ......... 83.61057971 April 2005 .... 35.42112544 January 2006 .. 5.29505635
August 2004 ....... 77.09295198 May 2005 ...... 31.25658515 February 2006 . 3.31701975
September 2004 .... 70.81001079 June 2005 ..... 27.25690599 March 2006 .... 1.43296105
October 2004 ...... 64.75437543 July 2005 ..... 23.41666664 April 2006 ....
November 2004 . ... 58.91888848 August 2005 ... 19.73061341 and thereafter 0.00000000
</TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-7 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE DATE BALANCE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
Up to and Including September 2009 63.50393368 May 2010 ...... 22.90550759
February 2009 . ... 100.00000000 October 2009 .. 58.13798567 June 2010 ..... 18.18977315
March 2009 ........ 97.57854051 November 2009 . 52.85783416 July 2010 ..... 13.54973710
April 2009 ........ 91.66867875 December 2009 . 47.66214801 August 2010 ... 8.98422239
May 2009 .......... 85.85304554 January 2010 .. 42.54961622 September 2010 4.49207021
June 2009 ......... 80.13018121 February 2010 . 37.51894791 October 2010 .. 0.07213880
July 2009 ......... 74.49864801 March 2010 .... 32.56887173 November 2010 .
August 2009 ....... 68.95703017 April 2010 .... 27.69813586 and thereafter 0.00000000
</TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-8 AND CLASS A-12 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE DATE BALANCE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
Up to and Including August 2011 ... 60.56020343 July 2012 ..... 23.93031394
October 2010 ...... 100.00000000 September 2011 56.95148513 August 2012 ... 20.91606781
November 2010 . ... 95.82432876 October 2011 .. 53.40116647 September 2012 17.95092348
December 2010 . ... 91.64655970 November 2011 . 49.90833543 October 2012 .. 15.03411181
January 2011 ...... 87.53606355 December 2011 . 46.47209403 November 2012 . 12.16487494
February 2011 . ... 83.49179231 January 2012 .. 43.09155776 December 2012 . 9.34246679
March 2011 ........ 79.51271440 February 2012 . 39.76585614 January 2013 .. 6.56615294
April 2011 ........ 75.59781380 March 2012 .... 36.49413173 February 2013 . 3.83521000
May 2011 .......... 71.74609004 April 2012 .... 33.27554025 March 2013 .... 1.14892589
June 2011 ......... 67.95655794 May 2012 ...... 30.10925039 April 2013 ....
July 2011 ......... 64.22824752 June 2012 ..... 26.99444363 and thereafter 0.00000000
</TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-9 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE DATE BALANCE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
Up to and Including May 2018 ...... 30.92405084 August 2023 ... 6.95589146
March 2013 ........ 100.00000000 June 2018 ..... 30.29526031 September 2023 6.75707690
April 2013 ........ 98.98502642 July 2018 ..... 29.67734891 October 2023 .. 6.56207903
May 2013 .......... 97.21860379 August 2018 ... 29.07014074 November 2023 . 6.37083330
June 2013 ......... 95.48112509 September 2018 28.47346292 December 2023 . 6.18327619
July 2013 ......... 93.77213526 October 2018 .. 27.88714520 January 2024 .. 5.99934519
August 2013 ....... 92.09118642 November 2018 . 27.31102005 February 2024 . 5.81897879
September 2013 .... 90.43783748 December 2018 . 26.74492227 March 2024 .... 5.64211648
October 2013 ...... 88.81165408 January 2019 .. 26.18868968 April 2024 .... 5.46869877
November 2013 . ... 87.21220873 February 2019 . 25.64216237 May 2024 ...... 5.29866697
December 2013 . ... 85.63908031 March 2019 .... 25.10518286 June 2024 ..... 5.13196342
January 2014 ...... 84.09185429 April 2019 .... 24.57759629 July 2024 ..... 4.96853140
February 2014 . ... 82.57012239 May 2019 ...... 24.05925016 August 2024 ... 4.80831505
March 2014 ........ 81.07348274 June 2019 ..... 23.54999439 September 2024 4.65125961
April 2014 ........ 79.60153971 July 2019 ..... 23.04968121 October 2024 .. 4.49731087
May 2014 .......... 78.15390371 August 2019 ... 22.55816519 November 2024 . 4.34641562
June 2014 ......... 76.73019107 September 2019 22.07530315 December 2024 . 4.19852167
July 2014 ......... 75.33002417 October 2019 .. 21.60095414 January 2025 .. 4.05357741
August 2014 ....... 73.95303097 November 2019 . 21.13497951 February 2025 . 3.91153220
September 2014 .... 72.59884551 December 2019 . 20.67724265 March 2025 .... 3.77233619
October 2014 ...... 71.26710709 January 2020 .. 20.22760927 April 2025 .... 3.63594039
November 2014 . ... 69.95746094 February 2020 . 19.78594697 May 2025 ...... 3.50229658
December 2014 . ... 68.66955745 March 2020 .... 19.35212554 June 2025 ..... 3.37135716
January 2015 ...... 67.40305261 April 2020 .... 18.92601686 July 2025 ..... 3.24307554
February 2015 . ... 66.15760758 May 2020 ...... 18.50749471 August 2025 ... 3.11740577
March 2015 ........ 64.93288893 June 2020 ..... 18.09643505 September 2025 2.99430257
April 2015 ........ 63.72856827 July 2020 ..... 17.69271543 October 2025 .. 2.87372149
May 2015 .......... 62.54432225 August 2020 ... 17.29621567 November 2025 . 2.75561878
June 2015 ......... 61.37983247 September 2020 16.90681733 December 2025 . 2.63995138
July 2015 ......... 60.23478560 October 2020 .. 16.52440387 January 2026 .. 2.52667698
August 2015 ....... 59.10887313 November 2020 . 16.14886060 February 2026 . 2.41575383
September 2015 .... 58.00179104 December 2020 . 15.78007450 March 2026 .... 2.30714088
October 2015 ...... 56.91324035 January 2021 .. 15.41793450 April 2026 .... 2.20079792
November 2015 . ... 55.84292664 February 2021 . 15.06233119 May 2026 ...... 2.09668520
December 2015 . ... 54.79055994 March 2021 .... 14.71315697 June 2026 ..... 1.99476376
January 2016 ...... 53.75585480 April 2021 .... 14.37030582 July 2026 ..... 1.89499512
February 2016 . ... 52.73853022 May 2021 ...... 14.03367342 August 2026 ... 1.79734153
March 2016 ........ 51.73830944 June 2021 ..... 13.70315720 September 2026 1.70176588
April 2016 ........ 50.75492016 July 2021 ..... 13.37865605 October 2026 .. 1.60823155
May 2016 .......... 49.78809412 August 2021 ... 13.06007057 November 2026 . 1.51670263
June 2016 ......... 48.83756746 September 2021 12.74730297 December 2026 . 1.42714370
July 2016 ......... 47.90308009 October 2021 .. 12.44025681 January 2027 .. 1.33951999
August 2016 ....... 46.98437609 November 2021 . 12.13883733 February 2027 . 1.25379725
September 2016 .... 46.08120363 December 2021 . 11.84295129 March 2027 .... 1.16994175
October 2016 ...... 45.19331463 January 2022 .. 11.55250677 April 2027 .... 1.08792048
November 2016 . ... 44.32046490 February 2022 . 11.26741342 May 2027 ...... 1.00770078
December 2016 . ... 43.46241405 March 2022 .... 10.98758235 June 2027 ..... 0.92925059
January 2017 ...... 42.61892542 April 2022 .... 10.71292592 July 2027 ..... 0.85253838
February 2017 . ... 41.78976600 May 2022 ...... 10.44335806 August 2027 ... 0.77753323
March 2017 ........ 40.97470643 June 2022 ..... 10.17879403 September 2027 0.70420454
April 2017 ........ 40.17352088 July 2022 ..... 9.91915029 October 2027 .. 0.63252235
May 2017 .......... 39.38598698 August 2022 ... 9.66434480 November 2027 . 0.56245725
June 2017 ......... 38.61188588 September 2022 9.41429678 December 2027 . 0.49398010
July 2017 ......... 37.85100227 October 2022 .. 9.16892660 January 2028 .. 0.42706225
August 2017 ....... 37.10312385 November 2022 . 8.92815605 February 2028 . 0.36167580
September 2017 .... 36.36804191 December 2022 . 8.69190814 March 2028 .... 0.29779312
October 2017 ...... 35.64555089 January 2023 .. 8.46010706 April 2028 .... 0.23538695
November 2017 . ... 34.93544838 February 2023 . 8.23267815 May 2028 ...... 0.17443059
December 2017 . ... 34.23753518 March 2023 .... 8.00954812 June 2028 ..... 0.11489786
January 2018 ...... 33.55161516 April 2023 .... 7.79064464 July 2028 ..... 0.05676281
February 2018 . ... 32.87749537 May 2023 ...... 7.57589662 August 2028 ...
March 2018 ........ 32.21498561 June 2023 ..... 7.36523417 and thereafter 0.00000000
April 2018 ........ 31.56389882 July 2023 ..... 7.15858837
</TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-10 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE DATE BALANCE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
Up to and Including May 2018 ...... 30.92405102 August 2023 ... 6.95589144
March 2013 ........ 100.00000000 June 2018 ..... 30.29526056 September 2023 6.75707679
April 2013 ........ 98.98502645 July 2018 ..... 29.67734910 October 2023 .. 6.56207899
May 2013 .......... 97.21860365 August 2018 ... 29.07014091 November 2023 . 6.37083321
June 2013 ......... 95.48112512 September 2018 28.47346305 December 2023 . 6.18327606
July 2013 ......... 93.77213537 October 2018 .. 27.88714533 January 2024 .. 5.99934512
August 2013 ....... 92.09118653 November 2018 . 27.31102021 February 2024 . 5.81897869
September 2013 .... 90.43783754 December 2018 . 26.74492243 March 2024 .... 5.64211639
October 2013 ...... 88.81165410 January 2019 .. 26.18868988 April 2024 .... 5.46869870
November 2013 . ... 87.21220865 February 2019 . 25.64216258 May 2024 ...... 5.29866691
December 2013 . ... 85.63908036 March 2019 .... 25.10518298 June 2024 ..... 5.13196342
January 2014 ...... 84.09185428 April 2019 .... 24.57759641 July 2024 ..... 4.96853134
February 2014 . ... 82.57012245 May 2019 ...... 24.05925025 August 2024 ... 4.80831498
March 2014 ........ 81.07348280 June 2019 ..... 23.54999439 September 2024 4.65125962
April 2014 ........ 79.60153975 July 2019 ..... 23.04968126 October 2024 .. 4.49731089
May 2014 .......... 78.15390375 August 2019 ... 22.55816509 November 2024 . 4.34641564
June 2014 ......... 76.73019123 September 2019 22.07530312 December 2024 . 4.19852166
July 2014 ......... 75.33002420 October 2019 .. 21.60095402 January 2025 .. 4.05357748
August 2014 ....... 73.95303112 November 2019 . 21.13497937 February 2025 . 3.91153211
September 2014 .... 72.59884565 December 2019 . 20.67724254 March 2025 .... 3.77233611
October 2014 ...... 71.26710733 January 2020 .. 20.22760917 April 2025 .... 3.63594029
November 2014 . ... 69.95746111 February 2020 . 19.78594697 May 2025 ...... 3.50229654
December 2014 . ... 68.66955761 March 2020 .... 19.35212545 June 2025 ..... 3.37135712
January 2015 ...... 67.40305273 April 2020 .... 18.92601687 July 2025 ..... 3.24307547
February 2015 . ... 66.15760777 May 2020 ...... 18.50749459 August 2025 ... 3.11740578
March 2015 ........ 64.93288911 June 2020 ..... 18.09643497 September 2025 2.99430258
April 2015 ........ 63.72856852 July 2020 ..... 17.69271533 October 2025 .. 2.87372161
May 2015 .......... 62.54432247 August 2020 ... 17.29621552 November 2025 . 2.75561885
June 2015 ......... 61.37983271 September 2020 16.90681731 December 2025 . 2.63995149
July 2015 ......... 60.23478594 October 2020 .. 16.52440368 January 2026 .. 2.52667707
August 2015 ....... 59.10887342 November 2020 . 16.14886037 February 2026 . 2.41575385
September 2015 .... 58.00179122 December 2020 . 15.78007431 March 2026 .... 2.30714094
October 2015 ...... 56.91324058 January 2021 .. 15.41793439 April 2026 .... 2.20079793
November 2015 . ... 55.84292696 February 2021 . 15.06233102 May 2026 ...... 2.09668526
December 2015 . ... 54.79056026 March 2021 .... 14.71315682 June 2026 ..... 1.99476394
January 2016 ...... 53.75585507 April 2021 .... 14.37030570 July 2026 ..... 1.89499538
February 2016 . ... 52.73853056 May 2021 ...... 14.03367325 August 2026 ... 1.79734169
March 2016 ........ 51.73830986 June 2021 ..... 13.70315702 September 2026 1.70176607
April 2016 ........ 50.75492055 July 2021 ..... 13.37865596 October 2026 .. 1.60823158
May 2016 .......... 49.78809443 August 2021 ... 13.06007051 November 2026 . 1.51670264
June 2016 ......... 48.83756786 September 2021 12.74730274 December 2026 . 1.42714376
July 2016 ......... 47.90308045 October 2021 .. 12.44025669 January 2027 .. 1.33952006
August 2016 ....... 46.98437650 November 2021 . 12.13883723 February 2027 . 1.25379727
September 2016 .... 46.08120404 December 2021 . 11.84295125 March 2027 .... 1.16994194
October 2016 ...... 45.19331507 January 2022 .. 11.55250664 April 2027 .... 1.08792053
November 2016 . ... 44.32046519 February 2022 . 11.26741330 May 2027 ...... 1.00770080
December 2016 . ... 43.46241447 March 2022 .... 10.98758212 June 2027 ..... 0.92925063
January 2017 ...... 42.61892572 April 2022 .... 10.71292566 July 2027 ..... 0.85253840
February 2017 . ... 41.78976634 May 2022 ...... 10.44335780 August 2027 ... 0.77753320
March 2017 ........ 40.97470685 June 2022 ..... 10.17879387 September 2027 0.70420447
April 2017 ........ 40.17352125 July 2022 ..... 9.91915004 October 2027 .. 0.63252239
May 2017 .......... 39.38598729 August 2022 ... 9.66434465 November 2027 . 0.56245737
June 2017 ......... 38.61188618 September 2022 9.41429651 December 2027 . 0.49398007
July 2017 ......... 37.85100252 October 2022 .. 9.16892636 January 2028 .. 0.42706222
August 2017 ....... 37.10312404 November 2022 . 8.92815579 February 2028 . 0.36167591
September 2017 .... 36.36804217 December 2022 . 8.69190794 March 2028 .... 0.29779313
October 2017 ...... 35.64555113 January 2023 .. 8.46010692 April 2028 .... 0.23538694
November 2017 . ... 34.93544863 February 2023 . 8.23267805 May 2028 ...... 0.17443063
December 2017 . ... 34.23753536 March 2023 .... 8.00954806 June 2028 ..... 0.11489798
January 2018 ...... 33.55161530 April 2023 .... 7.79064457 July 2028 ..... 0.05676278
February 2018 . ... 32.87749552 May 2023 ...... 7.57589648 August 2028 ...
March 2018 ........ 32.21498574 June 2023 ..... 7.36523405 and thereafter 0.00000000
April 2018 ........ 31.56389908 July 2023 ..... 7.15858823
</TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-11 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE DATE BALANCE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
Up to and Including May 2018 ...... 30.92405086 August 2023 ... 6.95589137
March 2013 ........ 100.00000000 June 2018 ..... 30.29526044 September 2023 6.75707655
April 2013 ........ 98.98502631 July 2018 ..... 29.67734891 October 2023 .. 6.56207900
May 2013 .......... 97.21860350 August 2018 ... 29.07014107 November 2023 . 6.37083359
June 2013 ......... 95.48112493 September 2018 28.47346327 December 2023 . 6.18327675
July 2013 ......... 93.77213552 October 2018 .. 27.88714573 January 2024 .. 5.99934570
August 2013 ....... 92.09118641 November 2018 . 27.31102022 February 2024 . 5.81897918
September 2013 .... 90.43783728 December 2018 . 26.74492239 March 2024 .... 5.64211674
October 2013 ...... 88.81165397 January 2019 .. 26.18869023 April 2024 .... 5.46869866
November 2013 . ... 87.21220858 February 2019 . 25.64216325 May 2024 ...... 5.29866683
December 2013 . ... 85.63908014 March 2019 .... 25.10518408 June 2024 ..... 5.13196308
January 2014 ...... 84.09185389 April 2019 .... 24.57759768 July 2024 ..... 4.96853083
February 2014 . ... 82.57012208 May 2019 ...... 24.05925132 August 2024 ... 4.80831426
March 2014 ........ 81.07348234 June 2019 ..... 23.54999539 September 2024 4.65125910
April 2014 ........ 79.60153931 July 2019 ..... 23.04968258 October 2024 .. 4.49731032
May 2014 .......... 78.15390304 August 2019 ... 22.55816638 November 2024 . 4.34641519
June 2014 ......... 76.73019058 September 2019 22.07530414 December 2024 . 4.19852100
July 2014 ......... 75.33002359 October 2019 .. 21.60095478 January 2025 .. 4.05357659
August 2014 ....... 73.95303075 November 2019 . 21.13498030 February 2025 . 3.91153156
September 2014 .... 72.59884536 December 2019 . 20.67724348 March 2025 .... 3.77233553
October 2014 ...... 71.26710695 January 2020 .. 20.22761020 April 2025 .... 3.63593965
November 2014 . ... 69.95746045 February 2020 . 19.78594791 May 2025 ...... 3.50229586
December 2014 . ... 68.66955701 March 2020 .... 19.35212636 June 2025 ..... 3.37135687
January 2015 ...... 67.40305242 April 2020 .... 18.92601763 July 2025 ..... 3.24307539
February 2015 . ... 66.15760712 May 2020 ...... 18.50749537 August 2025 ... 3.11740569
March 2015 ........ 64.93288855 June 2020 ..... 18.09643554 September 2025 2.99430279
April 2015 ........ 63.72856801 July 2020 ..... 17.69271565 October 2025 .. 2.87372173
May 2015 .......... 62.54432221 August 2020 ... 17.29621553 November 2025 . 2.75561911
June 2015 ......... 61.37983253 September 2020 16.90681735 December 2025 . 2.63995150
July 2015 ......... 60.23478579 October 2020 .. 16.52440406 January 2026 .. 2.52667705
August 2015 ....... 59.10887343 November 2020 . 16.14886091 February 2026 . 2.41575389
September 2015 .... 58.00179157 December 2020 . 15.78007472 March 2026 .... 2.30714094
October 2015 ...... 56.91324096 January 2021 .. 15.41793463 April 2026 .... 2.20079787
November 2015 . ... 55.84292701 February 2021 . 15.06233134 May 2026 ...... 2.09668517
December 2015 . ... 54.79056057 March 2021 .... 14.71315708 June 2026 ..... 1.99476405
January 2016 ...... 53.75585555 April 2021 .... 14.37030565 July 2026 ..... 1.89499577
February 2016 . ... 52.73853135 May 2021 ...... 14.03367317 August 2026 ... 1.79734233
March 2016 ........ 51.73831040 June 2021 ..... 13.70315731 September 2026 1.70176653
April 2016 ........ 50.75492139 July 2021 ..... 13.37865650 October 2026 .. 1.60823193
May 2016 .......... 49.78809531 August 2021 ... 13.06007075 November 2026 . 1.51670286
June 2016 ......... 48.83756858 September 2021 12.74730315 December 2026 . 1.42714366
July 2016 ......... 47.90308149 October 2021 .. 12.44025679 January 2027 .. 1.33952024
August 2016 ....... 46.98437743 November 2021 . 12.13883710 February 2027 . 1.25379769
September 2016 .... 46.08120524 December 2021 . 11.84295105 March 2027 .... 1.16994191
October 2016 ...... 45.19331607 January 2022 .. 11.55250638 April 2027 .... 1.08792034
November 2016 . ... 44.32046648 February 2022 . 11.26741317 May 2027 ...... 1.00770042
December 2016 . ... 43.46241537 March 2022 .... 10.98758226 June 2027 ..... 0.92925037
January 2017 ...... 42.61892631 April 2022 .... 10.71292606 July 2027 ..... 0.85253840
February 2017 . ... 41.78976672 May 2022 ...... 10.44335851 August 2027 ... 0.77753349
March 2017 ........ 40.97470714 June 2022 ..... 10.17879434 September 2027 0.70420465
April 2017 ........ 40.17352195 July 2022 ..... 9.91915059 October 2027 .. 0.63252241
May 2017 .......... 39.38598791 August 2022 ... 9.66434509 November 2027 . 0.56245731
June 2017 ......... 38.61188717 September 2022 9.41429722 December 2027 . 0.49397990
July 2017 ......... 37.85100343 October 2022 .. 9.16892713 January 2028 .. 0.42706226
August 2017 ....... 37.10312506 November 2022 . 8.92815651 February 2028 . 0.36167572
September 2017 .... 36.36804351 December 2022 . 8.69190862 March 2028 .... 0.29779313
October 2017 ...... 35.64555258 January 2023 .. 8.46010749 April 2028 .... 0.23538660
November 2017 . ... 34.93544994 February 2023 . 8.23267870 May 2028 ...... 0.17443053
December 2017 . ... 34.23753633 March 2023 .... 8.00954859 June 2028 ..... 0.11489780
January 2018 ...... 33.55161641 April 2023 .... 7.79064507 July 2028 ..... 0.05676281
February 2018 . ... 32.87749636 May 2023 ...... 7.57589681 August 2028 ...
March 2018 ........ 32.21498625 June 2023 ..... 7.36523406 and thereafter 0.00000000
April 2018 ........ 31.56389925 July 2023 ..... 7.15858857
</TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-13 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE DATE BALANCE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
November 1998 . 100.00000000 May 2002 ...... 50.48633268 November 2005 . 31.42888808
December 1998 . 99.46047838 June 2002 ..... 49.97855697 December 2005 . 30.61739763
January 1999 .. 98.82326528 July 2002 ..... 49.48151963 January 2006 .. 29.80616532
February 1999 . 98.08866797 August 2002 ... 48.99508411 February 2006 . 28.99564155
March 1999 .... 97.25699891 September 2002 48.51911540 March 2006 .... 28.18625535
April 1999 .... 96.32865799 October 2002 .. 48.05347986 April 2006 .... 27.29768584
May 1999 ...... 95.30413243 November 2002 . 47.59804542 May 2006 ...... 26.10974015
June 1999 ..... 94.18399663 December 2002 . 47.15268139 June 2006 ..... 24.94290096
July 1999 ..... 92.96891180 January 2003 .. 46.71725852 July 2006 ..... 23.79682202
August 1999 ... 91.65962554 February 2003 . 46.29164902 August 2006 ... 22.67116249
September 1999 90.25697122 March 2003 .... 45.87572645 September 2006 21.56558695
October 1999 .. 88.76186727 April 2003 .... 45.46936581 October 2006 .. 20.47976522
November 1999 . 87.17531635 May 2003 ...... 45.07244343 November 2006 . 19.41337237
December 1999 . 85.49840435 June 2003 ..... 44.68483702 December 2006 . 18.47789507
January 2000 .. 83.73229929 July 2003 ..... 44.30642566 January 2007 .. 17.55866581
February 2000 . 81.87825007 August 2003 ... 43.93708970 February 2007 . 16.65541603
March 2000 .... 79.93758512 September 2003 43.57671089 March 2007 .... 15.76788147
April 2000 .... 77.91171092 October 2003 .. 43.22517221 April 2007 .... 14.89580209
May 2000 ...... 75.80211039 November 2003 . 42.88235801 May 2007 ...... 14.03892203
June 2000 ..... 73.61034117 December 2003 . 42.58516224 June 2007 ..... 13.19698952
July 2000 ..... 71.33803374 January 2004 .. 42.29624497 July 2007 ..... 12.36975684
August 2000 ... 68.98688949 February 2004 . 42.01549481 August 2007 ... 11.55698023
September 2000 66.55867867 March 2004 .... 41.74280162 September 2007 10.75841986
October 2000 .. 64.05523816 April 2004 .... 41.47805646 October 2007 .. 9.97383975
November 2000 . 61.47846922 May 2004 ...... 41.22115162 November 2007 . 9.20300768
December 2000 . 60.82102332 June 2004 ..... 40.97100310 December 2007 . 8.54154027
January 2001 .. 60.16207475 July 2004 ..... 40.68341646 January 2008 .. 7.89054719
February 2001 . 59.48903861 August 2004 ... 40.35997407 February 2008 . 7.24986676
March 2001 .... 58.80287929 September 2004 40.00220676 March 2008 .... 6.61933978
April 2001 .... 58.12955479 October 2004 .. 39.61159541 April 2008 .... 5.99880944
May 2001 ...... 57.46904604 November 2004 . 39.18957252 May 2008 ...... 5.38812135
June 2001 ..... 56.82119389 December 2004 . 38.65947292 June 2008 ..... 4.78712346
July 2001 ..... 56.18584093 January 2005 .. 38.10301775 July 2008 ..... 4.19566603
August 2001 ... 55.56283144 February 2005 . 37.52146260 August 2008 ... 3.61360158
September 2001 54.95201142 March 2005 .... 36.91602093 September 2008 3.04078492
October 2001 .. 54.35322849 April 2005 .... 36.28786525 October 2008 .. 2.47707304
November 2001 . 53.76633199 May 2005 ...... 35.63812851 November 2008 . 1.92232511
December 2001 . 53.19117283 June 2005 ..... 34.96790526 December 2008 . 1.37640247
January 2002 .. 52.62760359 July 2005 ..... 34.27825282 January 2009 .. 0.83916854
February 2002 . 52.07547841 August 2005 ... 33.57539254 February 2009 . 0.31048884
March 2002 .... 51.53465306 September 2005 32.86576216 March 2009 `
April 2002 .... 51.00498486 October 2005 .. 32.15004285 and thereafter 0.00000000
</TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-14 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE DATE BALANCE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
November 1998 . 100.00000000 May 2002 ...... 50.48633268 November 2005 . 31.42888808
December 1998 . 99.46047838 June 2002 ..... 49.97855697 December 2005 . 30.61739763
January 1999 .. 98.82326528 July 2002 ..... 49.48151963 January 2006 .. 29.80616532
February 1999 . 98.08866797 August 2002 ... 48.99508411 February 2006 . 28.99564155
March 1999 .... 97.25699891 September 2002 48.51911540 March 2006 .... 28.18625535
April 1999 .... 96.32865799 October 2002 .. 48.05347986 April 2006 .... 27.29768584
May 1999 ...... 95.30413243 November 2002 . 47.59804542 May 2006 ...... 26.10974015
June 1999 ..... 94.18399663 December 2002 . 47.15268139 June 2006 ..... 24.94290096
July 1999 ..... 92.96891180 January 2003 .. 46.71725852 July 2006 ..... 23.79682202
August 1999 ... 91.65962554 February 2003 . 46.29164902 August 2006 ... 22.67116249
September 1999 90.25697122 March 2003 .... 45.87572645 September 2006 21.56558695
October 1999 .. 88.76186727 April 2003 .... 45.46936581 October 2006 .. 20.47976522
November 1999 . 87.17531635 May 2003 ...... 45.07244343 November 2006 . 19.41337237
December 1999 . 85.49840435 June 2003 ..... 44.68483702 December 2006 . 18.47789507
January 2000 .. 83.73229929 July 2003 ..... 44.30642566 January 2007 .. 17.55866581
February 2000 . 81.87825007 August 2003 ... 43.93708970 February 2007 . 16.65541603
March 2000 .... 79.93758512 September 2003 43.57671089 March 2007 .... 15.76788147
April 2000 .... 77.91171092 October 2003 .. 43.22517221 April 2007 .... 14.89580209
May 2000 ...... 75.80211039 November 2003 . 42.88235801 May 2007 ...... 14.03892203
June 2000 ..... 73.61034117 December 2003 . 42.58516224 June 2007 ..... 13.19698952
July 2000 ..... 71.33803374 January 2004 .. 42.29624497 July 2007 ..... 12.36975684
August 2000 ... 68.98688949 February 2004 . 42.01549481 August 2007 ... 11.55698023
September 2000 66.55867867 March 2004 .... 41.74280162 September 2007 10.75841986
October 2000 .. 64.05523816 April 2004 .... 41.47805646 October 2007 .. 9.97383975
November 2000 . 61.47846922 May 2004 ...... 41.22115162 November 2007 . 9.20300768
December 2000 . 60.82102332 June 2004 ..... 40.97100310 December 2007 . 8.54154027
January 2001 .. 60.16207475 July 2004 ..... 40.68341646 January 2008 .. 7.89054719
February 2001 . 59.48903861 August 2004 ... 40.35997407 February 2008 . 7.24986676
March 2001 .... 58.80287929 September 2004 40.00220676 March 2008 .... 6.61933978
April 2001 .... 58.12955479 October 2004 .. 39.61159541 April 2008 .... 5.99880944
May 2001 ...... 57.46904604 November 2004 . 39.18957252 May 2008 ...... 5.38812135
June 2001 ..... 56.82119389 December 2004 . 38.65947292 June 2008 ..... 4.78712346
July 2001 ..... 56.18584093 January 2005 .. 38.10301775 July 2008 ..... 4.19566603
August 2001 ... 55.56283144 February 2005 . 37.52146260 August 2008 ... 3.61360158
September 2001 54.95201142 March 2005 .... 36.91602093 September 2008 3.04078492
October 2001 .. 54.35322849 April 2005 .... 36.28786525 October 2008 .. 2.47707304
November 2001 . 53.76633199 May 2005 ...... 35.63812851 November 2008 . 1.92232511
December 2001 . 53.19117283 June 2005 ..... 34.96790526 December 2008 . 1.37640247
January 2002 .. 52.62760359 July 2005 ..... 34.27825282 January 2009 .. 0.83916854
February 2002 . 52.07547841 August 2005 ... 33.57539254 February 2009 . 0.31048884
March 2002 .... 51.53465306 September 2005 32.86576216 March 2009 ....
April 2002 .... 51.00498486 October 2005 .. 32.15004285 and thereafter 0.00000000
</TABLE>
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, the Class A Non-PO Principal
Distribution Amount shall be distributed among the Classes of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Principal Balances without regard to either the
proportions or the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal Balance
is greater than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions of
principal; or
(B) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal Balance
is greater than zero, the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of principal;
or
(C) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal Balance
is greater than zero, the Class B-4, Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal Balance
is greater than zero, the Class B-5 and Class B-6 Certificates shall not
be eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than the
Original Class B-5 Fractional Interest and the Class B-5 Principal Balance
is greater than zero, the Class B-6 Certificates shall not be eligible to
receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B Certificates
to zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
the Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being eligible to
receive principal distributions for the purpose of applying the definition of
its Class B Percentage or Class B Prepayment Percentage.
(e) The Trustee shall establish and maintain the Upper-Tier
Certificate Account, which shall be a separate trust account and an Eligible
Account. On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds available on deposit in the Payment Account, (i) deposit,
in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Distribution Amount with respect to the Class A-LR
Certificate and all other amounts distributable to the Class A-LR Certificate.
The Trustee may clear and terminate the Upper-Tier Certificate Account pursuant
to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record (other than the Class A-LR Certificateholder)
on the preceding Record Date (other than as provided in Section 9.01 respecting
the final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class)
either in immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder holds Certificates having a Denomination at
least equal to that specified in Section 11.24, and has so notified the Master
Servicer or, if applicable, the Paying Agent at least seven Business Days prior
to the Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Class A Distribution Amount
with respect to each Class of Class A Certificates and the Class B Distribution
Amount with respect to each such Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance or notional amount of any Class of
Class A Certificates (other than the Class A-R or Class A-LR Certificates) or
the Principal Balance of any Class of Class B Certificates would be reduced to
zero, the Master Servicer shall, as soon as practicable after the Determination
Date relating to such Distribution Date, send a notice to the Trustee. The
Trustee will then send a notice to each Certificateholder of such Class with a
copy to the Certificate Registrar, specifying that the final distribution with
respect to such Class will be made on such Distribution Date only upon the
presentation and surrender of such Certificateholder's Certificates at the
office or agency of the Trustee therein specified; PROVIDED, HOWEVER, that the
failure to give such notice will not entitle a Certificateholder to any interest
beyond the interest payable with respect to such Distribution Date in accordance
with Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation, partnership (except to the extent provided in applicable
Treasury regulations) or other entity created or organized in or under the laws
of the United States or any political subdivision thereof, an estate that is
subject to United States federal income tax regardless of the source of its
income or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).
SECTION 4.02. ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6 Principal
Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal
Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal
Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal
Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and Class A-PO Certificates, pro rata, based on the
Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date among the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Classes of Class A Certificates or any Classes of Class B
Certificates, each outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect to the Class A-PO
Certificates, based on the PO Fraction of such Mortgage Loan and, with respect
to the Class A Certificates (other than the Class A-PO Certificates) and Class B
Certificates, based on their pro rata share of the Non-PO Fraction of such
Mortgage Loan) of such Recovery up to the amount of such Realized Loss
previously allocated to such Class on the Distribution Date in the month
following the month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero, such Class shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such Recovery allocated to each outstanding
Class in accordance with the preceding provisions, each outstanding Class shall
be entitled to its pro rata share (determined as described above) of such excess
up to the amount of any unrecovered Realized Loss previously allocated to such
Class. Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery occurs within two years of the realization of such
loss and (i) is the result of an event that would have given rise to the
repurchase of the related Mortgage Loan by the Seller pursuant to Section 2.02
or 2.03, or (ii) represents in whole or part funds which the applicable Servicer
had received in respect of a Liquidated Loan but failed to remit to the
Certificate Account on or prior to the Business Day preceding the Distribution
Date following the Applicable Unscheduled Principal Receipt Period in which the
Mortgage Loan became a Liquidated Loan, such Recovery may, at the sole
discretion of the Master Servicer, be treated as a repurchase or an Unscheduled
Principal Receipt with respect to such Mortgage Loan, as the case may be, the
Realized Loss previously recognized may be reversed and treated for all
subsequent purposes as if it had never occurred and the Master Servicer may make
such adjustments to interest or principal distributions on the Certificates and
to the principal balances of the Certificates as the Master Servicer in its good
faith judgment and sole discretion deems necessary or desirable to effectuate
the reversal of the Realized Loss and the treatment of such amount as a
repurchase or as an Unscheduled Principal Receipt, as the case may be; provided
that such actions do not result in the aggregate distributions made in respect
of each Class of Certificates whose principal balances were previously reduced
as a result of such Realized Loss being less than such Class would have received
if such Recovery had been deposited in the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i) the
Class A Certificates and (ii) the Class B Certificates, pro rata based on the
Class A Interest Accrual Amount and the Class B Interest Accrual Amount for the
related Distribution Date, without regard to any reduction pursuant to this
sentence. Any such loss allocated to the Class A Certificates shall be allocated
among the outstanding Classes of Class A Certificates based on their Class A
Interest Percentages. Any such loss allocated to the Class B Certificates will
be allocated among the outstanding Classes of Class B Certificates based on
their Class B Interest Percentages. In addition, after the Class B Principal
Balance has been reduced to zero, the interest portion of Realized Losses (other
than Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses) will be allocated among the outstanding Classes of Class A Certificates
based on their Class A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated on the Determination Date in the second month following the
month in which such loss was incurred with respect to the preceding Distribution
Date.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes as provided above.
With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
SECTION 4.03. PAYING AGENT.
(a) The Master Servicer hereby appoints the Trustee as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master Servicer
in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all
amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
SECTION 4.04. STATEMENTS TO CERTIFICATEHOLDERS;
REPORTS TO THE TRUSTEE AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(f), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Class A Interest Distribution Amount allocated to each Class of Class A
Certificates, (c) any Class A Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class B of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trustee pursuant to the Servicing Agreements or this
Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any,
allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for
such Distribution Date and the aggregate Scheduled Principal Balance of
the Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage
Loans serviced by Norwest Mortgage and, collectively, by the Other
Servicers as of such Distribution Date;
(x) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses or
Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of Realized Losses
allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to which
the Servicer of such Mortgage Loan has determined not to foreclose because
it believes the related Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate Available
Master Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount, if any;
(xxiv) in the case of the Class A-6 Certificates, the Class A-6
Notional Amount;
(xxv) in the case of each Class of LIBOR Certificates, the
applicable Class A Pass-Through Rate; and
(xxvi) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns.
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R and Class A-LR Certificates) with a $1,000
Denomination, and as a dollar amount per Class A-R and Class A-LR Certificate
with a $50 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trustee, any Paying Agent and the Seller (the information in such statement to
be made available to Certificateholders by the Master Servicer on written
request) setting forth the Class A Distribution Amount with respect to each
Class of Class A Certificates and the Class B Distribution Amount with respect
to each Class of Class B Certificates. The determination by the Master Servicer
of such amounts shall, in the absence of obvious error, be presumptively deemed
to be correct for all purposes hereunder and the Trustee and the Paying Agent
shall be protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
SECTION 4.05. REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06. CALCULATION OF AMOUNTS; BINDING EFFECT OF INTERPRETATIONS AND
ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates or the allocation of losses to the Certificates,
the interpretation of such provisions and any actions taken by the Master
Servicer in good faith to implement such interpretation shall be binding upon
Certificateholders.
SECTION 4.07. DETERMINATION OF LIBOR.
On each Rate Determination Date, the Trustee shall determine LIBOR
for the Distribution Date occurring in the second succeeding month on the basis
of the British Bankers' Association ("BBA") "Interest Settlement Rate" for
one-month deposits in U.S. dollars as found on Telerate page 3750 as of 11:00
A.M. London time on such Rate Determination Date. As used herein, "Telerate page
3750" means the display designated as page 3750 on the Dow Jones Telerate
Service.
If on any Rate Determination Date the Trustee is unable to determine
LIBOR on the basis of the method set forth in the preceding paragraph LIBOR for
the Distribution Date in the second succeeding month will be whichever is higher
of (x) LIBOR as determined on the previous Rate Determination Date or (y) the
Reserve Interest Rate. The "Reserve Interest Rate" will be the rate per annum
which the Trustee determines to be either (A) the arithmetic mean (rounding such
arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of
the one-month Eurodollar lending rates that New York City banks selected by the
Trustee are quoting, on the relevant Rate Determination Date, to the principal
London offices of at least two leading banks in the London interbank market or
(B) in the event that the Trustee can determine no such arithmetic mean, the
lowest one-month Eurodollar lending rate that the New York City banks selected
by the Trustee are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date the Trustee is required but is
unable to determine the Reserve Interest Rate in the manner provided in the
preceding paragraph, LIBOR for the Distribution Date in the second succeeding
month will be LIBOR as determined on the previous Rate Determination Date, or,
in the case of the first Rate Determination Date, 5.375%.
The establishment of LIBOR by the Trustee and the Trustee's
subsequent calculation of the rates of interest applicable to each of the LIBOR
Certificates in the absence of manifest error, will be final and binding. After
a Rate Determination Date, the Trustee shall provide the Pass-Through Rates of
the LIBOR Certificates for the related Distribution Date to Beneficial Owners or
Holders of LIBOR Certificates who place a telephone call to the Trustee at (704)
383-5272 and make a request therefor.
<PAGE>
ARTICLE V
THE CERTIFICATES
SECTION 5.01. THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-PO,
Class A-R and Class A-LR Certificates, integral multiples of $1,000 in excess
thereof (except, if necessary, for one Certificate of each Class (other than the
Class A-6, Class A-PO, Class A-R and Class A-LR Certificates) that evidences one
Single Certificate plus such additional principal portion or notional amount as
is required in order for all Certificates of such Class to equal the aggregate
Original Principal Balance or notional amount of such Class, as the case may
be), and shall be substantially in the respective forms set forth as Exhibits
A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13, A-14, A-15,
A-16, A-17, A-PO, A-R, A-LR, B-1, B-2, B-3, B-4, B-5, B-6, and C (reverse side
of Certificates) hereto. On original issue the Certificates shall be executed
and delivered by the Trustee to or upon the order of the Seller upon receipt by
the Trustee or the Custodian of the documents specified in Section 2.01. The
aggregate principal portion (or notional amount) evidenced by the Class A and
Class B Certificates shall be the sum of the amounts specifically set forth in
the respective Certificates. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee by any Responsible Officer thereof.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Trustee shall bind the Trustee
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless manually countersigned by a Responsible Officer of the Trustee, or unless
there appears on such Certificate a certificate of authentication executed by
the Authenticating Agent by manual signature, and such countersignature or
certificate upon a Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the 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 Trustee may deal with the Clearing Agency for all purposes (including
the making of distributions on the Book-Entry Certificates and the taking
of actions by the Holders of Book-Entry Certificates) as the authorized
representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders
shall, with respect to the Book-Entry Certificates, refer to
distributions, notices, reports and statements to the Clearing Agency or
its nominee, as registered holder of the Book-Entry Certificates, as the
case may be, for distribution to Beneficial Owners in accordance with the
procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trustee at the Corporate Trust Office.
SECTION 5.02. REGISTRATION OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trustee or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the Trustee or the Seller may, if such transfer is to be made within
three years after the later of (i) the date of the initial sale of Certificates
or (ii) the last date on which the Seller or any affiliate thereof was a Holder
of the Certificates proposed to be transferred, require a Class A-PO, Class B-4,
Class B-5 or Class B-6 Certificateholder to deliver a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Seller, to the effect that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Seller or the Master Servicer, and
(ii) the Trustee shall require the transferee (other than an affiliate of the
Seller on the Closing Date) to execute an investment letter in the form of
Exhibit J hereto certifying to the Seller and the Trustee the facts surrounding
such transfer, which investment letter shall not be an expense of the Trustee,
the Seller or the Master Servicer. The Holder of a Class A-PO, Class B-4, Class
B-5 or Class B-6 Certificate desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Seller, the Master Servicer and any
Paying Agent acting on behalf of the Trustee against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws. Neither the Seller nor the Trustee is under an
obligation to register the Class A-PO, Class B-4, Class B-5 or Class B-6
Certificates under said Act or any other securities law.
(c) No transfer of a Class A-PO or Class B Certificate shall be made
(other than the transfer of the Class A-PO Certificates to an affiliate of the
Seller on the Closing Date) unless the Trustee shall have received (i) a
representation letter from the transferee in the form of Exhibit J hereto, in
the case of a Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate, or in
the form of Exhibit K hereto, in the case of a Class B-1, Class B-2 or Class B-3
Certificate, to the effect that either (a) such transferee is not an employee
benefit plan or other retirement arrangement subject to Title I of ERISA or Code
Section 4975, or a governmental plan, as defined in Section 3(32) of ERISA,
subject to any federal, state or local law ("Similar Law") which is to a
material extent similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan") and is not a person acting on behalf of or using the
assets of any such Plan, which representation letter shall not be an expense of
the Trustee, the Seller or the Master Servicer or (b) with respect to the Class
B Certificates only, if such transferee is an insurance company, (A) the source
of funds used to purchase the Class B Certificates 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 is covered by Sections I and III of PTE 95-60 or (ii) in the case
of any such Class A-PO or Class B Certificate presented for registration in the
name of a Plan, or a trustee of any such Plan, (A) an Opinion of Counsel
satisfactory to the Trustee and the Seller to the effect that the purchase or
holding of such Class A-PO or Class B Certificate will not result in the assets
of the Trust Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Seller or the Master Servicer to any obligation in
addition to those undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee, the Seller or the Master Servicer and (B) such
other opinions of counsel, officer's certificates and agreements as the Seller
or the Master Servicer may require in connection with such transfer, which
opinions of counsel, officers' certificates and agreements shall not be an
expense of the Trustee, the Seller or the Master Servicer. The Class A-PO and
Class B Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the
Class A-R or Class A-LR Certificate may be transferred directly or indirectly to
a "disqualified organization" within the meaning of Code Section 860E(e)(5) or
an agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R or Class
A-LR Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trustee with an
effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that
has delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R or Class
A-LR Certificate to it is in accordance with the requirements of the Code and
the regulations promulgated thereunder and that such transfer of the Class A-R
or Class A-LR Certificate will not be disregarded for federal income tax
purposes (any such person who is not covered by clauses (i), (ii) or (iii) above
being referred to herein as a "Non-permitted Foreign Holder"), and any such
purported transfer shall be void and have no effect. The Trustee shall not
execute, and shall not authenticate (or cause the Authenticating Agent to
authenticate) and deliver, a new Class A-R or Class A-LR Certificate in
connection with any such transfer to a disqualified organization or agent
thereof (including a broker, nominee or middleman), an ERISA Prohibited Holder
or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the
Trustee shall accept a surrender for transfer or registration of transfer, or
register the transfer of, the Class A-R or Class A-LR Certificate, unless the
transferor shall have provided to the Trustee an affidavit, substantially in the
form attached as Exhibit H hereto, signed by the transferee, to the effect that
the transferee is not such a disqualified organization, an agent (including a
broker, nominee, or middleman) for any entity as to which the transferee has not
received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class A-R or
Class A-LR Certificate to disqualified organizations, ERISA Prohibited Holders
or Non-permitted Foreign Holders. Such affidavit shall also contain the
statement of the transferee that (i) the transferee has historically paid its
debts as they have come due and intends to do so in the future, (ii) the
transferee understands that it may incur liabilities in excess of cash flows
generated by the residual interest, (iii) the transferee intends to pay taxes
associated with holding the residual interest as they become due and (iv) the
transferee will not transfer the Class A-R or Class A-LR Certificate to any
Person who does not provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class A-R or Class A-LR
Certificate, shall be accompanied by a written statement in the form attached as
Exhibit I hereto, signed by the transferor, to the effect that as of the time of
the transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R or Class A-LR Certificate has been
transferred, directly or indirectly, to a disqualified organization or agent
thereof (including a broker, nominee, or middleman) in contravention of the
foregoing restrictions, (i) such transferee shall be deemed to hold the Class
A-R or Class A-LR Certificate in constructive trust for the last transferor who
was not a disqualified organization or agent thereof, and such transferor shall
be restored as the owner of such Class A-R or Class A-LR Certificate as
completely as if such transfer had never occurred, provided that the Master
Servicer may, but is not required to, recover any distributions made to such
transferee with respect to the Class A-R or Class A-LR Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R or Class A-LR Certificate or such agent (within 60
days of the request therefor by the transferor or agent) such information
necessary to the application of Code Section 860E(e) as may be required by the
Code, including but not limited to the present value of the total anticipated
excess inclusions with respect to the Class A-R or Class A-LR Certificate (or
portion thereof) for periods after such transfer. At the election of the Master
Servicer, the cost to the Master Servicer of computing and furnishing such
information may be charged to the transferor or such agent referred to above;
however, the Master Servicer shall in no event be excused from furnishing such
information.
SECTION 5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trustee or
the Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04. PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
SECTION 5.05. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
(a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Certificateholders of each Class as of the
most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
SECTION 5.06. MAINTENANCE OF OFFICE OR AGENCY.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
SECTION 5.07. DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trustee in writing that
the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners, the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
SECTION 5.08. NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01. LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.
SECTION 6.02. MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER SERVICER.
Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; PROVIDED, HOWEVER, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
SECTION 6.03. LIMITATION ON LIABILITY OF THE SELLER, THE MASTER SERVICER AND
OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; PROVIDED, HOWEVER, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which, PRIMA FACIE, is properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Seller nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and which in its opinion does not involve it in any expense or
liability; PROVIDED, HOWEVER, that the Seller or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder if the Certificateholders
offer to the Seller or the Master Servicer, as the case may be, reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Seller or the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated in reduction of distributions on the Class A and Class B Certificates
in the same manner as Realized Losses are allocated pursuant to Section 4.02(a).
SECTION 6.04. RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
SECTION 6.05. COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
SECTION 6.06. ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; PROVIDED,
HOWEVER, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for FNMA or FHLMC, is
satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee or the Seller under this Agreement,
incurred by it prior to the time that the conditions contained in clause (i)
above are met.
SECTION 6.07. INDEMNIFICATION OF TRUSTEE AND SELLER BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee
and the Seller and any director, officer or agent thereof against any loss,
liability or expense, including reasonable attorney's fees, arising out of, in
connection with or incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Master Servicer under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement. Any payment pursuant to this Section made by the Master Servicer
to the Trustee or the Seller shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
SECTION 7.01. EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement which, in either
case, continues unremedied for a period of three business days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(ii) any failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a period
of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make
an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHMLC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in 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 shall have knowledge of any failure of
the Master Servicer specified in Section 7.01(i) or (ii) which would become an
Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
SECTION 7.05. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; PROVIDED, HOWEVER, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
SECTION 7.06. NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, unless such Event of Default shall have
been cured or waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. DUTIES OF TRUSTEE.
The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; PROVIDED, HOWEVER, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; PROVIDED, HOWEVER, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee, and
conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates which evidence in
the aggregate not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement; and
(iii) The Trustee shall not be liable for any error of judgment made
in good faith by any of its Responsible Officers, unless it shall be
proved that the Trustee or such Responsible Officer, as the case may be,
was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
SECTION 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE.
Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties and the manner of
obtaining consents and evidencing the authorization of the execution
thereof shall be subject to such reasonable regulations as the Trustee may
prescribe;
(ii) The Trustee may consult with counsel, and any written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(iv) Subject to Section 7.04, the Trustee shall not be accountable,
shall have no liability and makes no representation as to any acts or
omissions hereunder of the Master Servicer until such time as the Trustee
may be required to act as Master Servicer pursuant to Section 7.05 and
thereupon only for the acts or omissions of the Trustee as successor
Master Servicer; and
(v) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys.
SECTION 8.03. TRUSTEE NOT REQUIRED TO MAKE INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; PROVIDED,
HOWEVER, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such investigation
shall be paid by the Master Servicer or, if paid by the Trustee, shall be repaid
by the Master Servicer upon demand.
SECTION 8.04. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
SECTION 8.05. TRUSTEE MAY OWN CERTIFICATES.
The Trustee and any agent thereof, in its individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee or such agent and may transact banking
and/or trust business with the Seller, the Master Servicer or their Affiliates.
SECTION 8.06. THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee and the
Master Servicer will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
SECTION 8.07. ELIGIBILITY REQUIREMENTS.
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
SECTION 8.08. RESIGNATION AND REMOVAL.
The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice of resignation to the Master Servicer,
such resignation to be effective upon the appointment of a successor trustee.
Upon receiving such notice of resignation, the Master Servicer shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 and shall fail to resign after written
request for its resignation by the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or an order for relief shall have been
entered in any bankruptcy or insolvency proceeding with respect to such entity,
or a receiver of such entity or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a
successor pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor as provided in Section
8.09.
SECTION 8.09. SUCCESSOR.
Any successor trustee appointed as provided in Section 8.08 shall
execute, acknowledge and deliver to the Master Servicer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective, and
such successor, without any further act, deed or reconveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to its successor all Owner
Mortgage Loan Files and related documents and statements held by it hereunder
(other than any Owner Mortgage Loan Files at the time held by a Custodian, which
Custodian shall become the agent of any successor trustee hereunder), and the
Seller, the Master Servicer and the predecessor entity shall execute and deliver
such instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
SECTION 8.10. MERGER OR CONSOLIDATION.
Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; PROVIDED, HOWEVER, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee.
SECTION 8.11. AUTHENTICATING AGENT.
The Trustee may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Seller and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
SECTION 8.12. SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; PROVIDED, HOWEVER, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13. APPOINTMENT OF CUSTODIANS.
The Trustee may at any time on or after the Closing Date, with the
consent of the Master Servicer and the Seller, appoint one or more Custodians to
hold all or a portion of the Owner Mortgage Loan Files as agent for the Trustee,
by entering into a Custodial Agreement. Subject to this Article VIII, the
Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders. Each Custodian shall be a depository institution
subject to supervision by federal or state authority, shall have a combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).
SECTION 8.14. TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as two
separate REMICs; or (ii) cause the imposition of any federal, state or local
income, prohibited transaction, contribution or other tax on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer,
or, in the case of any tax return or other action required by law to be
performed directly by the Trustee, the Trustee, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns for each of the
Upper-Tier REMIC and the Lower-Tier REMIC using a calendar year as the taxable
year and the accrual method of accounting; (ii) in the first such federal tax
returns, make, or cause to be made, elections satisfying the requirements of the
REMIC Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier
REMIC and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward,
or cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trustee and calculated on a monthly basis by using the issue
prices of the Certificates; (iv) make available information necessary for the
application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class
A-PO and Class A-R Certificates, the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates and the interests in the Lower-Tier REMIC
represented by the Class A-L1, Class A-L3, Class A-L8, Class A-L9, Class A-L13,
Class A-L15, Class A-LPO, Class A-LUR, Class B-L1, Class B-L2, Class B-L3, Class
B-L4, Class B-L5 and Class B-L6 Interests and the Class A-LR Certificate; (viii)
exercise reasonable care not to allow the occurrence of any "prohibited
transactions" within the meaning of Code Section 860F(a), unless the Master
Servicer shall have provided an Opinion of Counsel to the Trustee that such
occurrence would not (a) result in a taxable gain, (b) otherwise subject either
the Upper-Tier REMIC or Lower-Tier REMIC or the Trust Estate to tax or (c) cause
the Trust Estate to fail to qualify as two separate REMICs; (ix) exercise
reasonable care not to allow either the Upper-Tier REMIC or the Lower-Tier REMIC
to receive income from the performance of services or from assets not permitted
under the REMIC Provisions to be held by a REMIC; (x) pay (on behalf of the
Upper-Tier REMIC or the Lower-Tier REMIC) the amount of any federal income tax,
including, without limitation, prohibited transaction taxes, taxes on net income
from foreclosure property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the Upper-Tier REMIC or Lower-Tier REMIC, as the
case may be, when and as the same shall be due and payable (but such obligation
shall not prevent the Master Servicer or any other appropriate Person from
contesting any such tax in appropriate proceedings and shall not prevent the
Master Servicer from withholding or depositing payment of such tax, if permitted
by law, pending the outcome of such proceedings); and (xi) if required or
permitted by the Code and applicable law, act as "tax matters person" for the
Upper-Tier REMIC or the Lower-Tier REMIC within the meaning of Treasury
Regulations Section 1.860F-4(d), and the Master Servicer is hereby designated as
agent of the Class A-R and Class A-LR Certificateholders for such purpose (or if
the Master Servicer is not so permitted, the Holders of the Class A-R and Class
A-LR Certificates shall be tax matters persons in accordance with the REMIC
Provisions). The Master Servicer shall be entitled to be reimbursed pursuant to
Section 3.02 for any taxes paid by it pursuant to clause (x) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, willful misfeasance or gross negligence of the Master Servicer in the
performance of its obligations hereunder. The Trustee's sole duties with respect
to the Upper-Tier REMIC and Lower Tier REMIC are to sign the tax returns
referred to in clause (i) of the second preceding sentence and to comply with
written directions from the Master Servicer or the Trustee.
In order to enable the Master Servicer or the Trustee, as the case
may be, to perform its duties as set forth above, the Seller shall provide, or
cause to be provided, to the Master Servicer within ten days after the Closing
Date all information or data that the Master Servicer determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class of Certificates and the Mortgage Loans in the
aggregate. Thereafter, the Seller shall provide to the Master Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time, request in order to enable the Master Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
and the Trustee for any losses, liabilities, damages, claims or expenses of the
Master Servicer or the Trustee arising from any errors or miscalculations by the
Master Servicer or the Trustee pursuant to this Section that result from any
failure of the Seller to provide, or to cause to be provided, accurate
information or data to the Master Servicer or the Trustee, as the case may be,
on a timely basis. The Master Servicer hereby indemnifies the Seller and the
Trustee for any losses, liabilities, damages, claims or expenses of the Seller
or the Trustee arising from the Master Servicer's willful misfeasance, bad faith
or gross negligence in preparing any of the federal, state and local tax returns
of the Upper-Tier REMIC and Lower-Tier REMIC as described above. In the event
that the Trustee prepares any of the federal, state and local tax returns of the
Upper-Tier REMIC or Lower-Tier REMIC as described above, the Trustee hereby
indemnifies the Seller and the Master Servicer for any losses, liabilities,
damages, claims or expenses of the Seller or the Master Servicer arising from
the Trustee's willful misfeasance, bad faith or negligence in connection with
such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee to perform its obligations under this Section 8.14.
SECTION 8.15. MONTHLY ADVANCES.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; PROVIDED, HOWEVER, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.
<PAGE>
ARTICLE IX
TERMINATION
SECTION 9.01. TERMINATION UPON PURCHASE BY THE SELLER OR LIQUIDATION OF ALL
MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.14 hereof) shall terminate upon
the last action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of (i) the purchase by
the Seller of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, and (y) the fair market value
of the Mortgaged Property related to any REO Mortgage Loan (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate less any Fixed
Retained Yield on each Mortgage Loan (including any REO Mortgage Loan) and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Estate (including for this purpose
the discharge of any Mortgagor under a defaulted Mortgage Loan on which a
Servicer is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; PROVIDED, HOWEVER, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class A-R and Class A-LR Certificates, the amounts, if any, which
remain on deposit in the Upper-Tier Certificate Account and the Certificate
Account, respectively (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(ii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the Trustee of any
Periodic Advances, is insufficient to pay in full the amounts set forth in
clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the amount
available for distribution to Certificateholders shall be allocated in reduction
of the amounts otherwise distributable on the Final Distribution Date in the
same manner as Realized Losses are allocated pursuant to Sections 4.02(b) and
4.02(g) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
SECTION 9.02. ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as of the date of
such notice (or, if earlier, the date on which the first such notice is
mailed to Certificateholders). The Master Servicer shall also specify such
date in a statement attached to the final tax returns of the Upper-Tier
REMIC and Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee
shall sell all of the assets of the Trust Estate to the Seller for cash at
the purchase price specified in Section 9.01 and shall distribute such
cash within 90 days of such adoption in the manner specified in Section
9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01. AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein, (iii) to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Trust Estate as two separate REMICs at all
times that any Certificates are outstanding or to avoid or minimize the risk of
the imposition of any federal tax on the Trust Estate, the Upper-Tier REMIC or
the Lower-Tier REMIC pursuant to the Code that would be a claim against the
Trust Estate, provided that (a) the Trustee has received an Opinion of Counsel
to the effect that such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action shall not, as evidenced by such Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Upper-Tier
Certificate Account and Certificate Account provided that (a) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder and (b) such change shall not
adversely affect the then-current rating of the Certificates as evidenced by a
letter from each Rating Agency to such effect, (v) to modify, eliminate or add
to the provisions of Section 5.02 or any other provisions hereof restricting
transfer of the Certificates, provided that the Master Servicer for purposes of
Section 5.02 has determined in its sole discretion that any such modifications
to this Agreement will neither adversely affect the rating on the Certificates
nor give rise to a risk that either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders will be subject to a tax caused by a transfer
to a non-permitted transferee and (vi) to make any other provisions with respect
to matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3%
of the aggregate Voting Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; PROVIDED, HOWEVER, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Voting Interests aggregating not less
than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause
either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder or the Trustee; PROVIDED, HOWEVER, (i) that
such amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of:
(i) changing the Applicable Unscheduled Principal Receipt Period for
Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period with respect to
all Unscheduled Principal Receipts; or
(ii) changing the Applicable Unscheduled Principal Receipt Period
for all Mortgage Loans serviced by any Servicer to a Mid-Month Receipt
Period with respect to Full Unscheduled Principal Receipts and to a Prior
Month Receipt Period with respect to Partial Unscheduled Principal
Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.
SECTION 10.02. RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing not less than 25% of the Voting Interest
represented by all Certificates shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 10.04. GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05. NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Norwest Asset Securities Corporation, 7485 New Horizon
Way, Frederick, Maryland 21703, Attention: Chief Executive Officer, or such
other address as may hereafter be furnished to the Master Servicer and the
Trustee in writing by the Seller, (ii) in the case of the Master Servicer, to
Norwest Bank Minnesota, National Association, 7485 New Horizon Way, Frederick,
Maryland 21703, Attention: Vice President or such other address as may hereafter
be furnished to the Seller and the Trustee in writing by the Master Servicer and
(iii) in the case of the Trustee, to the Corporate Trust Office, or such other
address as may hereafter be furnished to the Seller and the Master Servicer in
writing by the Trustee, in each case Attention: Corporate Trust Department. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice, PROVIDED, HOWEVER,
that any demand, notice or communication to or upon the Seller, the Master
Servicer, or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, such Servicer or a
Certificateholder.
SECTION 10.06. SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07. SPECIAL NOTICES TO RATING AGENCIES .
(a) The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to Section
8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08. COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
FSECTION 10.09. RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01. CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.250% per annum.
SECTION 11.02. CUT-OFF DATE.
The Cut-Off Date for the Certificates is November 1, 1998.
SECTION 11.03. CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $400,314,488.81.
SECTION 11.04. ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage 99.99964530%
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 $ 16,657,000.00
Class A-2 $ 28,665,000.00
Class A-3 $ 28,038,000.00
Class A-4 $ 23,454,000.00
Class A-5 $ 27,241,000.00
Class A-7 $ 10,540,000.00
Class A-8 $ 10,379,807.00
Class A-9 $ 6,278,608.00
Class A-10 $ 8,314,463.00
Class A-11 $ 1,289,929.00
Class A-12 $ 415,193.00
Class A-13 $ 81,112,000.00
Class A-14 $ 40,556,000.00
Class A-15 $ 45,070,920.00
Class A-16 $ 16,225,531.00
Class A-17 $ 40,031,449.00
Class A-PO $ 32,801.51
Class A-R $ 50.00
Class A-LR $ 50.00
SECTION 11.05(A). ORIGINAL CLASS A-6 NOTIONAL AMOUNT.
The Original Class A-6 Notional Amount is $2,345,904.00.
SECTION 11.06. ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is $384,269,000.00.
SECTION 11.07. ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 4.00035470%.
SECTION 11.08. ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 1.49994371%.
SECTION 11.09. ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 1.35029909%.
SECTION 11.10. ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.44993315%.
SECTION 11.11. ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.30003871%.
SECTION 11.12. ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.14989444%.
SECTION 11.13. ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.25024560%.
SECTION 11.14. ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $16,012,687.30.
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 $ 6,004,000.00
Class B-2 $ 5,405,000.00
Class B-3 $ 1,801,000.00
Class B-4 $ 1,201,000.00
Class B-5 $ 600,000.00
Class B-6 $ 1,001,687.30
SECTION 11.16. ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 2.50041098%.
SECTION 11.17. ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 1.15011189%.
SECTION 11.18. ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.70017874%.
SECTION 11.19. ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.40014003%.
SECTION 11.20. ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.25024559%.
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 $40,031,448.88 (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-6, A-PO, Class
A-R and Class A-LR Certificates) and the Class B Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is $500,000.
With respect to the Class A-PO Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is 100% Percentage Interest. With
respect to the Class A-6 Certificates, the minimum Denomination eligible for
wire transfer on each Distribution Date is 100% Percentage Interest. The Class
A-R and Class A-LR Certificates are not eligible for wire transfer.
SECTION 11.24. SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates (other
than the Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Class A-PO, Class A-R and Class A-LR Certificates) and each Class of
the Class B Certificates (other than the Class B-4, Class B-5 and Class B-6
Certificates) represents a $100,000 Denomination. A Single Certificate for the
Class A-6 Certificates represents a $2,345,904 Denomination. A Single
Certificate for the Class A-7, Class A-8, Class A-9, Class A-10 and Class A-11
Certificates represents a $1,000 Denomination. A Single Certificate for the
Class A-R and Class A-LR Certificates represents a $50 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 $32,801.51 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.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By:__________________________________
Name: 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 Trustee
By:__________________________________
Name:
Title:
Attest:
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 McLean,
Virginia; that he is a Vice President of Norwest Asset Securities Corporation, a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF 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 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 s/he resides at
_________________, North Carolina; that s/he is a ____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 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
1998-30 Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
SERVICER PRINCIPAL RECEIPTS PRINCIPAL RECEIPTS
- -------- ------------------ ------------------
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid-Month Mid-Month
HomeSide Lending ................... Prior Month Prior Month
Hibernia National Bank ............. Mid-Month Prior Month
FT Mortgage Companies .............. Mid-Month Prior Month
SunTrust Mortgage Inc. ............. Prior Month Prior Month
GMAC Mortgage Corporation .......... Mid-Month Prior Month
Bank of Oklahoma, N.A .............. Mid-Month Prior Month
Merrill Lynch Credit Corporation ... Mid-Month Prior Month
North American Mortgage Company .... Mid-Month Prior Month
Bank United ........................ Mid-Month Prior Month
Countrywide Home Loans, Inc. ....... Prior Month Prior Month
Charter Bank for Savings ........... Mid-Month Prior Month
National City Mortgage Company ..... Mid-Month Prior Month
Brenton Mortgage, Inc. ............. Mid Month Prior Month
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY ANAUTHORIZED
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 1998-30 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 5.800% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ANAUTHORIZED
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 1998-30 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.000% 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[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 ANAUTHORIZED
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 1998-30 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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-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"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of the Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. 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 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ANAUTHORIZED
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 1998-30 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ANAUTHORIZED
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 1998-30 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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-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"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-30 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE
MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $(Initial Class A-6 Notional Amount)
Percentage Interest evidenced
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-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") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-6
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-6 Certificates each month in an amount equal to the
product of (i) 1/12th of 6.250% and (ii) the Class A-6 Notional Amount as of the
related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-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 on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on November 24, 1998, at an issue price
of 11.89522% of the initial Class A-6 Notional Amount, including accrued
interest, and a stated redemption price at maturity equal to all interest
distributions hereon, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 250% SPA (as
defined in the Prospectus Supplement dated November 20, 1998 with respect to the
offering of the Class A (other than the Class A-PO) Certificates and the Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial Class A-6 Notional Amount is
approximately 4.85207035%; and (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 25.96%. There is no short
first accrual period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ANAUTHORIZED
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 1998-30 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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 Class A-7 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of November 24, 1998 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ANAUTHORIZED
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 1998-30 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 Class A-8 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of November 24, 1998 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-8 Certificates required to be distributed to
Holders of Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-8 Certificates applicable to each Distribution Date will be 6.500% 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-8 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ANAUTHORIZED
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 1998-30 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 Class A-9 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of November 24, 1998 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-9 Certificates required to be distributed to
Holders of Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 5.000% 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-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ANAUTHORIZED
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 1998-30 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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 Class A-10 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of November 24, 1998 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-10 Certificates required to be distributed
to Holders of Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-10 Certificates applicable to each Distribution Date will be 7.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ANAUTHORIZED
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 1998-30 CLASS A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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 Class A-11 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of November 24, 1998 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-11 Certificates required to be distributed
to Holders of Class A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-11 Certificates applicable to each Distribution Date will be 7.500% 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-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-30 CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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-12 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-12 Certificates required to be distributed
to Holders of the Class A-12 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The Class A-12 Certificate will
not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
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 is issued on November 24, 1998, at an issue price
of 45.00000% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 250% SPA (as
defined in the Prospectus Supplement dated November 20, 1998 with respect to the
offering of the Class A (other than the Class A-PO) Certificates and the Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 55.00000000%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 6.12%. There is no
short first accrual period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ANAUTHORIZED
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 1998-30 CLASS A-13
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 Class A-13 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of November 24, 1998 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-13 Certificates required to be distributed
to Holders of Class A-13 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-13 Certificates applicable to each Distribution Date will be 6.000% 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-13 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ANAUTHORIZED
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 1998-30 CLASS A-14
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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-14 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-14 Certificates required to be distributed
to Holders of the Class A-14 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-14
Certificates are not entitled to distributions in respect of principal. The
pass-through rate on the Class A-14 Certificates applicable to each Distribution
Date will be 6.750% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-14 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-15
[FORM OF FACE OF CLASS A-15 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ANAUTHORIZED
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 1998-30 CLASS A-15
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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-15 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-15 Certificates required to be distributed
to Holders of the Class A-15 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-15 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in December 1998 will be 6.22500% per annum. Thereafter, with respect to
each Distribution Date, the pass-through rate will be a per annum rate equal to
0.850% plus LIBOR as determined on the second business day prior to the
beginning of the month preceding the month in which such Distribution Date
occurs, subject to a minimum rate of 0.850% and a maximum rate of 8.500%. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-15
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-16
[FORM OF FACE OF CLASS A-16 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-30 CLASS A-16
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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-16 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-16 Certificates required to be distributed
to Holders of the Class A-16 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-16 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in December 1998 will be 6.3194444% per annum. Thereafter, with respect to
each Distribution Date, the pass-through rate will be a per annum rate equal to
(i) 21.25% minus (ii) the product of 2.77777778 and LIBOR, as determined on the
second business day prior to the beginning of the month preceding the month in
which such Distribution Date occurs, subject to a minimum rate of 0.000% and a
maximum rate of 21.25%. The amount of interest which accrues on this Certificate
in any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class A-16 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on November 24, 1998, and based on its
issue price of 95.09124% and a stated redemption price at maturity equal to its
initial principal balance, is issued with original issue discount ("OID") for
federal income tax purposes. Assuming (a) that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
250% SPA (as defined in the Prospectus Supplement dated November 20, 1998 with
respect to the offering of the Class A (other than the Class A-PO) Certificates
and the Class B-1, Class B-2 and Class B-3 Certificates) used to price this
Certificate and (b) that the interest rate at which distributions of interest on
this Certificate actually will be made will be determined as though the
pass-through rate on this Certificate applicable to the first Distribution Date
will not change thereafter: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 4.90875772%; and (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 7.59%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-17
[FORM OF FACE OF CLASS A-17 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ANAUTHORIZED
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 1998-30 CLASS A-17
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR 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-17 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-17 Certificates required to be distributed
to Holders of the Class A-17 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-17 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-17 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-30, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one-
to four-family residential mortgage loans, which may include
loans
secured by shares issued by cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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-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"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds.. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class A-PO Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating that the transferee
is not a Plan and is not acting on behalf of a Plan or using the assets of a
Plan to effect such purchase or (ii) if such transferee is a Plan, (a) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on November 24, 1998, at an issue price
of 74.81250% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 250% SPA (as
defined in the Prospectus Supplement dated November 20, 1998 with respect to the
offering of the Class A (other than the Class A-PO) Certificates and the Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 25.18750000%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 4.82%. There is no
short first accrual period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-30, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced Denomination: $50.00
by this Certificate: 100%
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"), and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-30, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced Denomination: $50.00
by this Certificate: 100%
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-LR Certificate with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-LR Certificate required to be distributed to
the Holder of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
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 1998-30, CLASS B-1
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one-
to four-family residential mortgage loans, which may include
loans
secured by shares issued by cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 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"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on November 24, 1998, and based on its
issue price of 94.97743%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 250% SPA (as defined in the Prospectus Supplement dated
November 20, 1998 with respect to the offering of the Class A (other than the
Class A-PO) Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
5.02256944%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 6.93%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-30, CLASS B-2
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one-
to four-family residential mortgage loans, which may include
loans
secured by shares issued by cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 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"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on November 24, 1998, and based on its
issue price of 93.07118%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 250% SPA (as defined in the Prospectus Supplement dated
November 20, 1998 with respect to the offering of the Class A (other than the
Class A-PO) Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
6.92881944%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 7.20%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-30, CLASS B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 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"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on November 24, 1998, and based on its
issue price of 90.18056%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 250% SPA (as defined in the Prospectus Supplement dated
November 20, 1998 with respect to the offering of the Class A (other than the
Class A-PO) Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
9.81944444%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 7.63%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-30, CLASS B-4
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one-
to four-family residential mortgage loans, which may include
loans
secured by shares issued by cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 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") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on November 24, 1998, and based on its
issue price of 73.89931%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 250% SPA (as defined in the Prospectus Supplement dated
November 20, 1998 with respect to the offering of the Class A (other than the
Class A-PO) Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
26.10069444%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 10.46%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-30, CLASS B-5
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one-
to four-family residential mortgage loans, which may include
loans
secured by shares issued by cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 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"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on November 24, 1998, and based on its
issue price of 58.30556%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 250% SPA (as defined in the Prospectus Supplement dated
November 20, 1998 with respect to the offering of the Class A (other than the
Class A-PO) Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
41.69444444%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 14.20%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-30, CLASS B-6
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one-
to four-family residential mortgage loans, which may include
loans
secured by shares issued by cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 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"), and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on November 24, 1998, and based on its
issue price of 25.61806%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 250% SPA (as defined in the Prospectus Supplement dated
November 20, 1998 with respect to the offering of the Class A (other than the
Class A-PO) Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
74.38194444%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 31.89%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Reverse of Series 1998-30 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-30
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Social Security or other Identifying Number of Assignee:
- --------------------------------------------------------------------------------
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to
receive distributions in immediately available funds, by wire transfer or
otherwise, in immediately available funds to
_________________________________________________________________ for the
account of _______________________________________________ account number
_____________, or, if mailed by check, to
_______________________________________________________. Applicable statements
should be mailed to ___________________________________________________________.
This information is provided by ______________________, the
assignee named above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), NORWEST
ASSET SECURITIES CORPORATION (together with any successor in interest, the
"Seller"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and ___________________________
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer and the Trustee, have
entered into a Pooling and Servicing Agreement dated as of November 24, 1998
relating to the issuance of Mortgage Pass-Through Certificates, Series 1998-30
(as in effect on the date of this Agreement, the "Original Pooling and Servicing
Agreement", and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Seller under the Pooling and Servicing Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. CUSTODIAN TO ACT AS AGENT; ACCEPTANCE OF CUSTODIAL
FILES. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trustee subsequent to the date hereof (the "Custodial Files") as
agent for the Trustee, in trust, for the use and benefit of all present and
future Certificateholders.
Section 2.2. RECORDATION OF ASSIGNMENTS. If any Custodial File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. REVIEW OF CUSTODIAL FILES. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If
in performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.4. NOTIFICATION OF BREACHES OF REPRESENTATIONS AND
WARRANTIES. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 2.5. CUSTODIAN TO COOPERATE; RELEASE OF CUSTODIAL FILES.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall immediately notify the
Custodian by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Certificate Account pursuant
to Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. ASSUMPTION AGREEMENTS. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. CUSTODIAN A BAILEE AND AGENT OF THE TRUSTEE. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, holds such documents for the
benefit of Certificateholders and undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. Except upon
compliance with the provisions of Section 2.5 of this Agreement, no Mortgage
Note, Mortgage or other document constituting a part of a Custodial File shall
be delivered by the Custodian to the Seller or the Master Servicer or otherwise
released from the possession of the Custodian.
Section 3.2. INDEMNIFICATION. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. CUSTODIAN MAY OWN CERTIFICATES. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. MASTER SERVICER TO PAY CUSTODIAN'S FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. CUSTODIAN MAY RESIGN; TRUSTEE MAY REMOVE CUSTODIAN. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6. MERGER OR CONSOLIDATION OF CUSTODIAN. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. REPRESENTATIONS OF THE CUSTODIAN. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. NOTICES. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. AMENDMENTS. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt
notice to the Custodian of any amendment or supplement to the Pooling and
Servicing Agreement and furnish the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. RECORDATION OF AGREEMENT. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By:_________________________________
Charlotte, North Carolina, 28288 Name:_______________________________
Title:______________________________
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By:_________________________________
Name:_______________________________
Title:______________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:_________________________________
Name:_______________________________
Title:______________________________
Address: [CUSTODIAN]
By:_________________________________
Name:_______________________________
Title:______________________________
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
-----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
-----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
-----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and
for the State of __________, personally appeared __________ __________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
-----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
<TABLE>
NASCOR
NMI / 1998-30 Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- -------- ------------------ ----- ----- -------- -------- -------- --------- -------- ---------- --------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- ------------------ ----- ----- -------- -------- -------- --------- -------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6314481 PUEBLO WEST CO 81007 SFD 7.375 6.250 $2,404.24 360 1-Oct-28 $ 347,835.12
6893179 GLENCOE IL 60062 SFD 7.375 6.250 $1,961.52 360 1-Sep-28 $ 283,566.47
6982445 GURNEE IL 60031 SFD 6.750 6.250 $2,075.51 360 1-Aug-28 $ 319,168.81
7046882 BUFFALO GROVE IL 60089 SFD 7.375 6.250 $2,254.36 360 1-Oct-28 $ 326,151.64
7081572 LAKE FOREST IL 60045 SFD 7.500 6.250 $2,650.02 360 1-Sep-28 $ 378,435.70
7099154 EDEN PRAIRIE MN 55347 SFD 7.250 6.250 $2,421.73 360 1-Oct-28 $ 354,723.06
7101181 CHICAGO IL 60618 SFD 7.375 6.250 $2,417.37 360 1-Sep-28 $ 349,056.50
7143887 WINFIELD IL 60190 PUD 7.375 6.250 $2,175.63 360 1-Oct-28 $ 314,760.31
7149539 LONG GROVE IL 60047 SFD 7.250 6.250 $2,508.37 360 1-Sep-28 $ 367,124.57
7163211 MAHTOMEDI MN 55115 SFD 7.750 6.250 $2,499.57 360 1-Oct-28 $ 348,653.74
7187374 EDEN PRAIRIE MN 55347 SFD 7.000 6.250 $2,395.09 360 1-Oct-28 $ 359,704.91
7194578 MAHTOMEDI MN 55115 SFD 7.125 6.250 $1,915.38 360 1-Oct-28 $ 284,072.65
7194871 ORLAND PARK IL 60462 SFD 7.375 6.250 $2,037.50 360 1-Oct-28 $ 294,713.02
7201609 CARMEL IN 46032 SFD 7.375 6.250 $1,894.78 360 1-Oct-28 $ 274,128.25
7202561 EDEN PRAIRIE MN 55347 SFD 7.000 6.250 $2,993.86 360 1-Oct-28 $ 449,631.14
7202593 CARMEL IN 46033 PUD 7.250 6.250 $1,847.45 360 1-Oct-28 $ 270,605.74
7204275 GURNEE IL 60031 PUD 6.625 6.250 $1,515.30 360 1-Oct-28 $ 236,441.21
7204836 TROY MI 48098 SFD 7.500 6.250 $2,027.73 360 1-Oct-28 $ 289,784.77
7213225 FRANKSVILLE WI 53126 SFD 7.250 6.250 $2,019.25 360 1-Oct-28 $ 295,769.08
7224178 NAPERVILLE IL 60563 SFD 7.125 6.250 $2,155.90 360 1-Oct-28 $ 318,744.10
7229406 EDINA MN 55436 SFD 7.500 6.250 $2,482.21 360 1-Oct-28 $ 354,736.54
7292222 LAKEVILLE MN 55044 SFD 7.125 6.250 $2,155.90 360 1-Oct-28 $ 319,744.10
$7,137,551.43
</TABLE>
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- -------- ------ ------- --------- -------- -------- -------- --------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ------ ------- --------- -------- -------- -------- --------
6314481 69.62 0.250 0.017 0.858
6893179 59.17 0.250 0.017 0.858
6982445 80.00 0.250 0.017 0.233
7046882 80.00 0.250 0.017 0.858
7081572 68.91 0.250 0.017 0.983
7099154 76.34 0.250 0.017 0.733
7101181 79.73 0.250 0.017 0.858
7143887 73.43 0.250 0.017 0.858
7149539 68.38 0.250 0.017 0.733
7163211 62.30 0.250 0.017 1.233
7187374 69.23 0.250 0.017 0.483
7194578 68.51 0.250 0.017 0.608
7194871 79.73 0.250 0.017 0.858
7201609 78.38 0.250 0.017 0.858
7202561 68.49 0.250 0.017 0.483
7202593 88.79 01 0.250 0.017 0.733
7204275 79.99 0.250 0.017 0.108
7204836 78.51 0.250 0.017 0.983
7213225 75.51 0.250 0.017 0.733
7224178 79.01 0.250 0.017 0.608
7229406 50.71 0.250 0.017 0.983
7292222 80.00 0.250 0.017 0.608
COUNT: 22
WAC: 7.261044159
WAM: 358.7174772
WALTV: 72.91942345
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage in Frederick, Maryland]
<TABLE>
NASCOR
NMI / 1998-30 Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------------- ----- ----- -------- -------- -------- --------- -------- --------- ---------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------------- ----- ----- -------- -------- -------- --------- -------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4719077 RUMSON NJ 07760 SFD 7.250 6.250 $3,792.90 360 1-Oct-28 $ 555,566.27
4735946 SHARON MA 02067 SFD 7.125 6.250 $2,021.16 360 1-Oct-28 $ 299,760.09
4750148 LAKEWOOD WA 98498 LCO 6.875 6.250 $2,759.11 360 1-Apr-28 $ 417,487.12
4761278 PUTNAM VALLEY NY 10579 SFD 7.750 6.250 $1,814.31 360 1-Nov-28 $ 253,250.00
4764801 PRIOR LAKE MN 55372 SFD 7.125 6.250 $2,073.71 360 1-May-28 $ 306,301.02
4766743 POTOMAC MD 20854 SFD 7.750 6.250 $2,579.08 360 1-May-28 $ 358,450.70
4771637 ATLANTIC HIGHLANDS NJ 07716 SFD 7.000 6.250 $1,804.31 360 1-Nov-28 $ 271,200.00
4771925 TOWN OF RYE VILLAGE OF RY NY 10573 SFD 7.750 6.250 $1,880.59 360 1-Aug-28 $ 261,940.57
4786539 YORKTOWN HEIGHTS NY 10598 SFD 6.625 6.250 $1,997.78 360 1-Nov-28 $ 312,000.00
4787300 LAGUNA NIGUEL CA 92677 PUD 7.750 6.250 $1,902.07 360 1-Aug-28 $ 264,934.21
4790490 BROOKFIELD CT 06804 SFD 6.750 6.250 $1,617.28 360 1-Nov-28 $ 249,350.00
4791732 CHESTERFIELD MO 63005 SFD 7.375 6.250 $1,823.38 360 1-Oct-28 $ 263,799.12
4795752 CINCINNATI OH 45202 HCO 7.875 6.250 $2,858.94 240 1-Oct-18 $ 344,405.12
4800357 BRIARWOOD NY 11435 SFD 7.875 6.250 $1,834.43 360 1-Jul-28 $ 252,196.64
4801404 RANDOLPH NJ 07869 SFD 7.000 6.250 $1,663.26 360 1-Nov-28 $ 250,000.00
4802680 BOTHELL WA 98011 SFD 6.875 6.250 $1,839.07 360 1-Oct-28 $ 279,714.82
4811665 LOS ANGELES CA 90035 SFD 7.500 6.250 $2,587.10 360 1-Sep-28 $ 369,449.08
4813696 GLEN HEAD NY 11545 SFD 6.375 6.108 $4,990.96 360 1-Nov-28 $ 800,000.00
4815383 BOISE ID 83706 SFD 7.250 6.250 $2,046.53 360 1-Sep-28 $ 299,530.53
4817062 SPARTA NJ 07871 SFD 7.250 6.250 $2,128.39 360 1-Sep-28 $ 311,511.75
4818002 SEATTLE WA 98177 SFD 7.250 6.250 $1,964.67 360 1-Aug-28 $ 286,815.85
4818003 LITTLETON MA 01460 SFD 7.000 6.250 $2,836.19 360 1-Nov-28 $ 426,300.00
4819519 NEW YORK NY 10024 COP 7.125 6.250 $2,358.02 360 1-Nov-28 $ 350,000.00
4822209 SAN MATEO CA 94402 SFD 7.375 6.250 $4,489.39 360 1-Nov-28 $ 650,000.00
4822544 JERSEY CITY NJ 07310 SFD 7.250 6.250 $2,237.54 360 1-Oct-28 $ 327,744.13
4824121 WASHINGTON NJ 07853 SFD 7.250 6.250 $2,715.07 360 1-Sep-28 $ 397,377.15
4824716 THOUSAND OAKS CA 91362 SFD 7.250 6.250 $3,458.64 360 1-Oct-28 $ 506,604.49
4826036 SAINT LOUIS MO 63131 SFD 7.250 6.250 $4,209.03 360 1-Aug-28 $ 615,547.28
4827690 HAMPTON VA 23666 SFD 6.875 6.250 $ 528.64 240 1-Sep-18 $ 68,580.86
4829803 ST LOUIS MO 63108 PUD 7.375 6.250 $2,175.63 360 1-Aug-28 $ 314,276.48
4830317 SAN JOSE CA 95123 SFD 7.400 6.250 $2,333.32 360 1-Jul-28 $ 335,969.91
4830345 NEWTON MA 02162 SFD 7.625 6.250 $2,017.21 360 1-Oct-28 $ 284,793.73
4831119 COTO DE CAZA CA 92679 PUD 7.375 6.250 $1,994.32 360 1-Aug-28 $ 288,086.81
4832108 LA CANADA-FLINTRIDGE CA 91011 SFD 7.250 6.250 $3,970.95 360 1-Aug-28 $ 580,729.47
4832240 GRAND BLANC MI 48439 SFD 7.625 6.250 $1,836.38 360 1-Oct-28 $ 259,262.21
4832569 APTOS CA 95003 SFD 7.250 6.250 $2,865.15 360 1-Sep-28 $ 419,342.72
4832582 MASSAPEQUA NY 11758 SFD 6.875 6.250 $1,313.86 360 1-Nov-28 $ 200,000.00
4834250 BIRMINGHAM MI 48009 SFD 7.500 6.250 $1,909.55 360 1-Oct-28 $ 272,897.33
4835490 LOS ALTOS CA 94024 SFD 7.125 6.250 $2,829.62 360 1-Nov-28 $ 420,000.00
4835876 LITTLETON CO 80122 SFD 7.125 6.250 $1,868.90 360 1-Sep-28 $ 276,955.01
4838373 WARREN NJ 07059 SFD 7.500 6.250 $2,587.09 360 1-Oct-28 $ 369,725.41
4839400 VIRGINIA BEACH VA 23454 SFD 7.000 6.250 $1,929.38 360 1-Sep-28 $ 289,523.18
4839412 FALMOUTH MA 02540 SFD 7.375 6.250 $3,094.23 360 1-Sep-28 $ 447,316.11
4840248 THORNVILLE OH 43076 SFD 7.000 6.250 $1,995.91 360 1-Oct-28 $ 299,754.09
4841345 GLEN HEAD NY 11545 SFD 6.875 6.250 $1,806.56 360 1-Nov-28 $ 275,000.00
4841751 CHAPPAQUA NY 10514 SFD 7.125 6.250 $3,031.74 360 1-Nov-28 $ 450,000.00
4842036 SAN ANTONIO TX 78230 SFD 7.125 6.250 $2,054.85 360 1-Nov-28 $ 305,000.00
4842063 FORT SALONGA NY 11768 SFD 7.500 6.250 $2,167.57 360 1-Oct-28 $ 309,769.93
4842792 PROSPECT KY 40059 SFD 7.125 6.250 $1,812.31 360 1-Sep-28 $ 268,568.47
4842814 HOLLIS NH 03049 SFD 7.250 6.250 $2,624.05 240 1-Oct-18 $ 330,974.50
4843135 BEVERLY HILLS CA 90211 SFD 7.250 6.250 $2,312.58 360 1-Nov-28 $ 339,000.00
4844046 BARNSTABLE MA 02648 SFD 7.250 6.250 $2,155.68 360 1-Nov-28 $ 316,000.00
4844064 WESTFIELD NJ 07090 SFD 7.125 6.250 $2,593.82 360 1-Nov-28 $ 385,000.00
4844539 CHICAGO IL 60637 LCO 7.250 6.250 $1,963.99 360 1-Nov-28 $ 287,900.00
4844837 AGOURA HILLS CA 91301 SFD 7.625 6.250 $4,246.76 360 1-Aug-28 $ 598,688.92
4845130 HOLMDEL NJ 07733 SFD 7.000 6.250 $1,980.61 360 1-Nov-28 $ 297,700.00
4845206 NORTHPORT NY 11768 SFD 7.500 6.250 $2,838.82 360 1-Nov-28 $ 406,000.00
4845403 REDWOOD CITY CA 94065 LCO 7.375 6.250 $1,850.32 360 1-Nov-28 $ 267,900.00
4845714 OAKLAND NJ 07436 SFD 7.250 6.250 $1,831.64 360 1-Oct-28 $ 268,290.55
4847207 SAN ANTONIO TX 78209 SFD 7.000 6.250 $3,113.62 360 1-Nov-28 $ 468,000.00
4848133 UPLAND CA 91784 SFD 7.750 6.250 $1,769.54 360 1-Sep-28 $ 246,650.20
4848713 OLD GREENWICH CT 06870 SFD 7.500 6.250 $6,292.94 360 1-Nov-28 $ 900,000.00
4849048 NANTUCKET MA 02554 SFD 6.875 6.250 $2,622.46 360 1-Oct-28 $ 398,864.63
4850127 TORRANCE CA 90505 SFD 7.750 6.250 $1,296.71 360 1-Oct-28 $ 180,872.22
4850741 NEWTON MA 02158 SFD 7.000 6.250 $2,095.71 360 1-Nov-28 $ 315,000.00
4850920 LIBERTYVILLE IL 60048 SFD 6.750 6.250 $2,711.15 360 1-Nov-28 $ 418,000.00
4851397 FLUSHING NY 11363 SFD 7.000 6.250 $1,829.59 360 1-Nov-28 $ 275,000.00
4851779 AGOURA HILLS CA 91301 SFD 7.250 6.250 $2,284.95 360 1-Aug-28 $ 334,161.38
4852055 CORDOVA TN 38018 SFD 7.250 6.250 $2,389.33 360 1-Nov-28 $ 350,250.00
4852635 BOSTON MA 02116 LCO 7.375 6.250 $1,795.76 360 1-Sep-28 $ 259,603.09
4853001 ESSEX FELLS NJ 07021 SFD 7.500 6.250 $3,496.08 360 1-Oct-28 $ 499,628.92
4853118 WEST BLOOMFIELD TOWNSHIP MI 48323 SFD 7.500 6.250 $2,013.74 360 1-Oct-28 $ 287,786.26
4853587 FREMONT CA 94539 SFD 7.250 6.250 $2,360.33 360 1-Oct-28 $ 345,730.09
4853654 ARCADIA CA 91006 SFD 7.375 6.250 $2,748.89 360 1-Oct-28 $ 397,697.15
4853866 DIX HILLS NY 11746 SFD 7.375 6.250 $2,393.90 240 1-Sep-18 $ 298,896.32
4854007 ROSELLE IL 60172 SFD 7.500 6.250 $2,359.15 360 1-Oct-28 $ 337,149.60
4854368 ORINDA CA 94563 SFD 7.375 6.250 $2,154.91 360 1-Oct-28 $ 311,762.59
4854963 FALLS CHURCH VA 22044 SFD 7.375 6.250 $1,857.92 360 1-Oct-28 $ 268,795.31
4855015 BERNARDS TOWNSHIP NJ 07920 SFD 7.250 6.250 $1,910.09 360 1-Oct-28 $ 279,781.58
4855693 NEW YORK NY 10013 HCO 7.125 6.250 $4,951.84 360 1-Nov-28 $ 735,000.00
4855816 RIDGEFIELD CT 06877 SFD 6.875 6.250 $2,282.83 360 1-Nov-28 $ 347,500.00
4855956 LAGUNA NIGUEL CA 92677 SFD 7.000 6.250 $2,443.99 360 1-Oct-28 $ 367,048.88
4856292 CINCINNATI OH 45220 SFD 7.250 6.250 $2,182.96 360 1-Oct-28 $ 319,750.38
4856521 PITTSTOWN NJ 08867 SFD 7.125 6.250 $1,866.21 360 1-Nov-28 $ 277,000.00
4857303 TWIN FALLS ID 83301 SFD 7.000 6.250 $2,927.34 360 1-Oct-28 $ 437,139.33
4857321 ROCHESTER HILLS MI 48309 SFD 7.000 6.250 $1,962.65 360 1-Nov-28 $ 295,000.00
4857975 AUSTIN TX 78731 SFD 7.125 6.250 $3,132.80 360 1-Nov-28 $ 465,000.00
4858443 NEWTON CENTER MA 02159 SFD 6.875 6.250 $2,535.75 360 1-Nov-28 $ 386,000.00
4858610 SAN DIEGO CA 92107 SFD 7.125 6.250 $2,455.71 360 1-Sep-28 $ 363,915.28
4858873 PORTLAND OR 97223 SFD 7.250 6.250 $2,967.47 360 1-Oct-28 $ 434,660.66
4859741 SAN DIEGO CA 92130 SFD 7.500 6.250 $2,876.57 360 1-Oct-28 $ 411,094.68
4859963 MCLEAN VA 22102 SFD 7.250 6.250 $3,028.87 360 1-Nov-28 $ 444,000.00
4859987 SAN JOSE CA 95135 SFD 7.500 6.250 $2,097.65 360 1-Oct-28 $ 299,777.35
4860252 BAYSIDE NY 11361 SFD 7.250 6.250 $1,766.84 360 1-Oct-28 $ 258,797.96
4860282 SAN FRANCISCO CA 94131 SFD 7.375 6.250 $2,120.38 360 1-Nov-28 $ 307,000.00
4861323 LINCOLN MA 01773 SFD 7.250 6.250 $2,728.71 360 1-Nov-28 $ 400,000.00
4861374 TULSA OK 74137 SFD 7.625 6.250 $1,847.34 360 1-Jul-28 $ 260,237.15
4861475 DANVILLE CA 94526 SFD 7.500 6.250 $3,455.87 360 1-Sep-28 $ 493,514.09
4861490 HOUSTON TX 77007 HCO 7.500 6.250 $1,692.10 360 1-Nov-28 $ 242,000.00
4861606 MISSION VIEJO CA 92692 SFD 7.500 6.250 $1,694.90 360 1-Nov-28 $ 242,400.00
4861659 PALO ALTO CA 94303 SFD 7.250 6.250 $2,455.84 360 1-Oct-28 $ 359,719.16
4861678 RYE BROOK NY 10573 SFD 7.000 6.250 $2,494.89 360 1-Nov-28 $ 375,000.00
4861765 IRVINE CA 92604 SFD 7.500 6.250 $2,143.80 360 1-Jul-28 $ 305,681.24
4861883 AVON CT 06001 SFD 7.250 6.250 $2,373.98 360 1-Nov-28 $ 348,000.00
4862016 SEDALIA CO 80135 SFD 7.125 6.250 $2,358.01 360 1-Nov-28 $ 350,000.00
4862099 SAN JOSE CA 95132 SFD 7.375 6.250 $1,961.52 360 1-Oct-28 $ 283,783.90
4862264 HEATHROW FL 32746 SFD 7.250 6.250 $1,569.55 353 1-Jul-27 $ 227,073.74
4862271 MIAMI FL 33157 SFD 7.750 6.250 $1,706.85 360 1-Mar-28 $ 236,858.35
4862433 REDWOOD CITY CA 94061 SFD 7.375 6.250 $2,279.92 360 1-Nov-28 $ 330,100.00
4862510 CARY NC 27513 SFD 7.750 6.250 $1,749.13 360 1-Nov-28 $ 244,150.00
4862788 PEOSTA IA 52068 SFD 7.250 6.250 $1,637.22 360 1-Oct-28 $ 239,812.78
4862928 BOSTON MA 02109 HCO 6.875 6.250 $1,839.41 360 1-Mar-28 $ 278,079.88
4863078 ZIONSVILLE IN 46077 SFD 7.250 6.250 $2,455.84 360 1-Nov-28 $ 360,000.00
4863158 HUNTINGTON BEACH CA 92648 SFD 7.250 6.250 $2,558.17 360 1-Nov-28 $ 375,000.00
4863169 OJAI CA 93023 SFD 7.000 6.250 $3,991.82 360 1-Oct-28 $ 599,508.18
4863454 CROTON-ON-THE-HUDSON NY 10520 SFD 7.625 6.250 $2,114.46 240 1-Jul-18 $ 258,132.79
4864041 PALM HARBOR FL 34683 SFD 7.375 6.250 $2,880.12 360 1-Nov-28 $ 417,000.00
4864062 DANVILLE CA 94506 SFD 6.875 6.250 $3,402.57 360 1-Oct-28 $ 517,514.85
4864163 LIVERMORE CA 94550 SFD 7.625 6.250 $1,773.02 360 1-Oct-28 $ 250,318.70
4864208 LINCOLN AL 35096 SFD 7.000 6.250 $2,235.42 360 1-Nov-28 $ 336,000.00
4864236 SARATOGA CA 95070 SFD 7.250 6.250 $3,949.81 360 1-Nov-28 $ 579,000.00
4864311 RIVER RIDGE LA 70123 SFD 7.250 6.250 $2,728.71 360 1-Sep-28 $ 399,374.03
4864503 ANACORTES WA 98221 SFD 7.000 6.250 $1,689.87 360 1-Oct-28 $ 253,791.80
4864735 SAN CLEMENTE CA 92672 SFD 7.375 6.250 $2,510.61 360 1-Nov-28 $ 363,500.00
4864847 SAN DIEGO CA 92122 SFD 7.500 6.250 $2,349.36 360 1-Sep-28 $ 335,499.72
4864877 BOWLING GREEN KY 42103 SFD 7.125 6.250 $1,819.05 360 1-Oct-28 $ 269,784.08
4864959 ATLANTA GA 30327 SFD 7.250 6.250 $6,821.77 360 1-Nov-28 $ 998,750.00
4865181 EAGLE ID 83616 SFD 8.000 6.250 $1,874.77 360 1-Apr-28 $ 254,275.67
4865247 HIGHLANDS NC 28741 SFD 7.375 6.250 $2,510.60 360 1-May-28 $ 361,814.76
4865497 CROTON-ON-HUDSON NY 10520 SFD 7.500 6.250 $2,524.16 360 1-Oct-28 $ 360,732.09
4865712 LOS GATOS CA 95030 SFD 7.375 6.250 $1,899.36 360 1-Nov-28 $ 275,000.00
4865831 LAWRENCEVILLE NJ 08648 SFD 7.500 6.250 $2,078.76 360 1-Oct-28 $ 297,079.37
4865963 SAN RAMON CA 94583 PUD 7.500 6.250 $1,985.77 360 1-Sep-28 $ 283,577.15
4865981 FAIRFAX STATION VA 22039 SFD 7.125 6.250 $2,114.13 360 1-Oct-28 $ 313,549.06
4866049 PETALUMA CA 94954 SFD 7.500 6.250 $1,090.78 360 1-Sep-28 $ 155,767.72
4866084 LINCOLN MA 01773 SFD 7.125 6.250 $3,179.96 360 1-Nov-28 $ 472,000.00
4866403 PLEASANTON CA 94566 SFD 7.250 6.250 $2,713.02 360 1-Nov-28 $ 397,700.00
4866807 CINCINNATI OH 45227 SFD 7.125 6.250 $2,358.01 360 1-Nov-28 $ 350,000.00
4867041 SANTA MONICA CA 90405 SFD 6.875 6.250 $3,284.65 360 1-Nov-28 $ 500,000.00
4867220 PEOSTA IA 52068 SFD 7.125 6.250 $2,369.80 360 1-Oct-28 $ 351,468.72
4867311 FREMONT CA 94539 SFD 7.250 6.250 $2,803.75 360 1-Oct-28 $ 410,679.38
4867325 SOLVANG CA 93463 SFD 7.500 6.250 $2,796.86 360 1-Nov-28 $ 400,000.00
4867384 MOUNTAIN VIEW CA 94041 SFD 7.375 6.250 $1,904.37 360 1-Nov-28 $ 275,725.00
4867531 SANTA BARBARA CA 93103 SFD 7.375 6.250 $2,624.57 360 1-Nov-28 $ 380,000.00
4867715 GRAHAM WA 98338 SFD 7.250 6.250 $1,637.23 360 1-Nov-28 $ 240,000.00
4868025 ANCHORAGE AK 99515 SFD 7.250 6.250 $2,799.65 360 1-Oct-28 $ 410,079.85
4868132 ARLINGTON TX 76013 SFD 6.750 6.250 $1,991.20 360 1-Nov-28 $ 307,000.00
4868134 CENTERPORT NY 11721 SFD 7.250 6.250 $6,814.95 360 1-Nov-28 $ 999,000.00
4868152 EAST GOSHEN TOWNSHIP PA 19380 SFD 6.875 6.250 $1,878.82 360 1-Oct-28 $ 285,759.72
4868254 WOODLAND HILLS CA 91364 SFD 7.375 6.250 $2,417.37 360 1-Sep-28 $ 349,465.71
4868291 GREENWICH CT 06830 MF2 7.375 6.250 $2,624.57 360 1-Nov-28 $ 380,000.00
4868813 SAN CARLOS CA 94070 SFD 7.375 6.250 $2,058.22 360 1-Sep-28 $ 297,545.08
4868951 SARATOGA CA 95070 SFD 7.250 6.250 $3,376.78 360 1-Oct-28 $ 494,613.85
4869045 SAN JOSE CA 95120 SFD 7.375 6.250 $3,177.11 360 1-Oct-28 $ 459,649.97
4869191 SCHNECKSVILLE PA 18078 SFD 7.375 6.250 $1,933.89 360 1-Oct-28 $ 279,786.95
4869195 DANBURY CT 06810 SFD 7.250 6.250 $3,888.40 360 1-Oct-28 $ 569,555.35
4869209 NYACK NY 10960 SFD 7.375 6.250 $2,414.60 360 1-Oct-28 $ 349,333.99
4869465 PALO ALTO CA 94303 SFD 7.250 6.250 $4,434.15 360 1-Oct-28 $ 649,492.93
4869488 BRIARCLIFF MANOR NY 10510 LCO 7.375 6.250 $2,072.03 360 1-Oct-28 $ 299,771.72
4869536 SPARKS NV 89436 SFD 7.125 6.250 $1,805.57 360 1-Oct-28 $ 267,785.68
4869601 WICHITA KS 67206 SFD 7.375 6.250 $1,827.53 360 1-Nov-28 $ 264,600.00
4869688 AURORA CO 80016 SFD 7.000 6.250 $1,649.95 360 1-Oct-28 $ 247,796.72
4869760 ATLANTA GA 30305 SFD 7.000 6.250 $2,155.58 360 1-Oct-28 $ 323,734.42
4869788 SAN RAFAEL CA 94901 SFD 7.375 6.250 $2,555.50 360 1-Nov-28 $ 370,000.00
4869850 LAGUNA HILLS CA 92653 SFD 7.000 6.250 $2,115.67 360 1-Nov-28 $ 318,000.00
4869999 EVERETT WA 98208 SFD 7.125 6.250 $2,075.05 360 1-Nov-28 $ 308,000.00
4870043 BRENTWOOD TN 37027 SFD 7.000 6.250 $1,929.37 360 1-Oct-28 $ 289,762.30
4870099 NORTHBROOK IL 60062 SFD 7.125 6.250 $2,694.88 360 1-Nov-28 $ 400,000.00
4870604 JACKSON WY 83001 SFD 7.000 6.250 $1,773.04 360 1-Nov-28 $ 266,500.00
4870628 LITTLETON CO 80123 SFD 7.000 6.250 $1,873.49 360 1-Oct-28 $ 281,369.18
4870755 DALLAS TX 75240 SFD 7.375 6.250 $2,287.52 360 1-Nov-28 $ 331,200.00
4870867 LIGHTHOUSE POINT FL 33064 SFD 7.250 6.250 $2,210.26 360 1-Nov-28 $ 324,000.00
4870868 FORT MYERS BEACH FL 33931 SFD 7.125 6.250 $1,751.67 360 1-Nov-28 $ 260,000.00
4871048 SUNNYVALE CA 94087 SFD 7.125 6.250 $2,088.53 360 1-Nov-28 $ 310,000.00
4871120 SAN FRANCISCO CA 94107 LCO 7.250 6.250 $1,937.39 360 1-Nov-28 $ 284,000.00
4871215 SARATOGA CA 95070 SFD 7.250 6.250 $4,434.15 360 1-Nov-28 $ 650,000.00
4872030 NEWTON MA 02159 SFD 7.250 6.250 $2,796.93 360 1-Nov-28 $ 410,000.00
4872091 ANDOVER MA 01810 SFD 7.375 6.250 $1,997.44 360 1-Nov-28 $ 289,200.00
4872159 MILPITAS CA 95035 SFD 7.375 6.250 $2,089.30 360 1-Oct-28 $ 302,269.81
4872189 OAKLAND NJ 07436 SFD 7.625 6.250 $1,518.93 360 1-Oct-28 $ 214,444.68
4872208 TARRYTOWN NY 10591 SFD 6.875 6.250 $2,186.26 360 1-Oct-28 $ 332,520.41
4872250 FOSTER CITY CA 94404 SFD 6.875 6.250 $2,200.72 360 1-Oct-28 $ 334,718.55
4872281 WALNUT CA 91789 SFD 7.375 6.250 $2,002.96 360 1-Oct-28 $ 289,779.33
4872375 SAN MATEO CA 94402 SFD 7.000 6.250 $2,107.68 360 1-Nov-28 $ 316,800.00
4872386 FULLERTON CA 92835 SFD 7.250 6.250 $2,319.40 360 1-Oct-28 $ 339,734.77
4872531 BELMONT MA 02178 SFD 7.250 6.250 $2,575.90 360 1-Nov-28 $ 377,600.00
4872662 SUPERIOR CO 80027 SFD 7.000 6.250 $1,995.91 360 1-Oct-28 $ 299,754.09
4872665 LAKEWOOD CO 80228 SFD 7.000 6.250 $2,073.08 360 1-Oct-28 $ 311,344.59
4872675 CALABASAS CA 91302 SFD 7.125 6.250 $5,194.37 360 1-Nov-28 $ 771,000.00
4872717 SAN JOSE CA 95118 SFD 7.125 6.250 $2,409.22 360 1-Nov-28 $ 357,600.00
4872731 MILL CREEK WA 98012 SFD 7.125 6.250 $1,670.82 360 1-Oct-28 $ 247,801.68
4872744 FREMONT CA 94539 SFD 7.000 6.250 $2,415.05 360 1-Nov-28 $ 363,000.00
4872771 LAFAYETTE CA 94549 SFD 7.125 6.250 $3,099.11 360 1-Oct-28 $ 459,632.14
4872844 SAN JOSE CA 95123 SFD 7.500 6.250 $1,862.71 360 1-Nov-28 $ 266,400.00
4873015 LOS ALTOS CA 94022 SFD 7.125 6.250 $3,712.19 360 1-Nov-28 $ 551,000.00
4873066 LAFAYETTE CA 94549 SFD 7.125 6.250 $2,029.92 360 1-Nov-28 $ 301,300.00
4873250 BRUCE TOWNSHIP MI 48065 SFD 7.375 6.250 $1,775.04 360 1-Nov-28 $ 257,000.00
4873314 YORBA LINDA CA 92886 SFD 7.500 6.250 $1,678.12 360 1-Sep-28 $ 239,642.65
4873520 WALNUT CREEK CA 94598 SFD 7.250 6.250 $1,998.78 360 1-Nov-28 $ 293,000.00
4873525 SAN JOSE CA 95123 SFD 7.375 6.250 $1,882.09 360 1-Nov-28 $ 272,500.00
4873579 WILTON CT 06897 SFD 7.125 6.250 $3,368.60 360 1-Nov-28 $ 500,000.00
4873671 BERKELEY CA 94708 SFD 7.250 6.250 $2,122.94 360 1-Nov-28 $ 311,200.00
4873727 HAMPTON BAYS NY 11946 SFD 7.000 6.250 $1,821.27 360 1-Nov-28 $ 273,750.00
4873732 REDDING CT 06896 SFD 7.250 6.250 $1,978.32 360 1-Nov-28 $ 290,000.00
4873984 RIDGEFIELD NJ 07657 SFD 7.375 6.250 $1,933.90 360 1-Nov-28 $ 280,000.00
4873985 SAN JOSE CA 95138 SFD 7.125 6.250 $1,990.17 360 1-Nov-28 $ 295,400.00
4874029 SAN JOSE CA 95126 SFD 7.375 6.250 $1,947.71 360 1-Nov-28 $ 282,000.00
4874058 VALENCIA CA 91354 SFD 7.000 6.250 $1,777.69 360 1-Oct-28 $ 266,980.98
4874101 PLANO TX 75093 SFD 6.875 6.250 $2,028.60 360 1-Oct-28 $ 308,540.57
4874195 LAKE IN THE HILLS IL 60102 SFD 7.000 6.250 $1,716.49 360 1-Nov-28 $ 258,000.00
4874235 SAN RAMON CA 94583 SFD 7.500 6.250 $1,783.00 360 1-Nov-28 $ 255,000.00
4874335 PORTOLA VALLEY CA 94028 SFD 7.250 6.250 $3,633.28 360 1-Nov-28 $ 532,600.00
4874363 SAINT CHARLES IL 60174 SFD 7.000 6.250 $1,929.38 360 1-Nov-28 $ 290,000.00
4874428 MILPITAS CA 95035 SFD 7.250 6.250 $2,544.52 360 1-Oct-28 $ 372,709.02
4874430 HILLSBOROUGH NJ 08502 SFD 7.375 6.250 $2,037.50 360 1-Nov-28 $ 295,000.00
4874557 PLYMOUTH MA 02360 SFD 7.000 6.250 $1,826.26 360 1-Nov-28 $ 274,500.00
4875039 SCOTTSDALE AZ 85258 SFD 7.000 6.250 $3,344.15 360 1-Oct-28 $ 502,237.97
4875158 GLENDORA CA 91741 SFD 7.750 6.250 $2,149.24 360 1-Sep-28 $ 299,575.15
4875178 EAST HAMPTON NY 11937 SFD 7.000 6.250 $1,995.91 360 1-Nov-28 $ 300,000.00
4875198 PROVIDENCE RI 02906 SFD 7.625 6.250 $2,144.62 360 1-Nov-28 $ 303,000.00
4875218 CUPERTINO CA 95014 SFD 7.375 6.250 $2,154.91 360 1-Nov-28 $ 312,000.00
4875219 SAN ANTONIO TX 78248 SFD 7.625 6.250 $2,188.50 360 1-Oct-28 $ 308,976.21
4875243 TORRANCE CA 90503 LCO 7.250 6.250 $1,889.63 360 1-Nov-28 $ 277,000.00
4875314 SAN DIMAS CA 91773 SFD 7.375 6.250 $1,830.29 360 1-Oct-28 $ 264,798.36
4875333 SEATTLE WA 98119 SFD 7.125 6.250 $2,058.88 360 1-Oct-28 $ 305,155.62
4875971 YONKERS NY 10702 SFD 7.000 6.250 $1,783.02 360 1-Nov-28 $ 268,000.00
4876023 SAN DIEGO CA 92124 SFD 7.375 6.250 $2,562.41 360 1-Oct-28 $ 370,717.69
4876044 HIXSON TN 37343 SFD 7.250 6.250 $1,650.87 360 1-Oct-28 $ 241,811.22
4876161 GURNEE IL 60031 SFD 7.000 6.250 $2,009.22 360 1-Nov-28 $ 302,000.00
4876482 AGOURA HILLS CA 91301 SFD 7.500 6.250 $1,664.14 360 1-Nov-28 $ 238,000.00
4876540 DANA POINT CA 92624 SFD 7.625 6.250 $1,793.55 360 1-Nov-28 $ 253,400.00
4876575 DANA POINT CA 92629 SFD 7.125 6.250 $1,717.99 360 1-Oct-28 $ 254,796.07
4876592 LOS ANGELES CA 90077 SFD 7.125 6.250 $3,072.16 360 1-Sep-28 $ 455,268.51
4876761 PLEASANTON CA 94588 SFD 7.250 6.250 $3,391.44 360 1-Nov-28 $ 497,150.00
4876764 LEXINGTON MA 02420 SFD 7.125 6.250 $3,739.14 360 1-Nov-28 $ 555,000.00
4876957 PLANO TX 75025 SFD 7.000 6.250 $1,774.70 360 1-Oct-28 $ 266,531.35
4877341 GLEN ARM MD 21057 SFD 6.875 6.250 $1,970.79 360 1-Nov-28 $ 300,000.00
4877468 NASHVILLE TN 37204 SFD 7.250 6.250 $2,189.79 360 1-Oct-28 $ 320,749.59
4877715 SAN JOSE CA 95148 SFD 7.250 6.250 $2,319.40 360 1-Oct-28 $ 339,734.77
4878067 SAN JOSE CA 95118 PUD 7.250 6.250 $1,657.69 360 1-Nov-28 $ 243,000.00
4878117 SEATTLE WA 98105 SFD 7.250 6.250 $1,773.66 360 1-Oct-28 $ 259,797.17
4878569 GARDEN CITY NY 11530 SFD 6.875 6.250 $2,207.29 360 1-Nov-28 $ 336,000.00
4878639 CHEVY CHASE MD 20815 SFD 7.250 6.250 $2,831.04 360 1-Nov-28 $ 415,000.00
4878850 CUPERTINO CA 95014 SFD 7.000 6.250 $2,328.56 360 1-Nov-28 $ 350,000.00
4878976 AMHERST MA 01002 SFD 7.250 6.250 $1,656.15 360 1-Oct-28 $ 242,585.62
4879381 SCOTTSDALE AZ 85259 SFD 6.875 6.250 $2,496.33 360 1-Nov-28 $ 380,000.00
4879644 LONG BEACH CA 90803 SFD 7.000 6.250 $2,361.82 360 1-Oct-28 $ 354,709.02
4879801 TETON VILLAGE WY 83025 SFD 6.625 6.250 $3,841.87 360 1-Nov-28 $ 600,000.00
4879829 NORTHRIDGE CA 91326 SFD 7.500 6.250 $1,810.97 360 1-Nov-28 $ 259,000.00
4879991 BRADENTON BEACH FL 34209 SFD 6.875 6.250 $2,460.20 360 1-Nov-28 $ 374,500.00
4880066 TOPANGA CANYON CA 90290 SFD 6.875 6.250 $2,452.97 360 1-Oct-28 $ 372,786.30
4880158 SAN DIEGO CA 92101 HCO 7.125 6.250 $2,021.16 360 1-Oct-28 $ 299,760.09
4880581 EUGENE OR 97401 SFD 7.000 6.250 $2,128.97 360 1-Sep-28 $ 319,473.87
4880810 MORAGA CA 94556 SFD 7.250 6.250 $2,619.56 360 1-Sep-28 $ 383,399.07
4880877 ALAMO CA 94507 PUD 7.125 6.250 $1,940.31 360 1-Sep-28 $ 287,538.01
4880966 HILLSBOROUGH CA 94010 SFD 7.375 6.250 $3,052.78 360 1-Oct-28 $ 441,663.68
4880988 DALLAS TX 75230 SFD 7.250 6.250 $2,455.83 360 1-Oct-28 $ 359,719.17
4881056 CARMEL IN 46033 SFD 7.125 6.250 $2,236.75 360 1-Sep-28 $ 330,917.92
4881070 LA HABRA CA 90631 PUD 7.375 6.250 $2,027.14 360 1-Oct-28 $ 293,276.66
4881080 YORBA LINDA CA 92886 SFD 7.375 6.250 $2,113.47 360 1-Oct-28 $ 305,767.15
4881160 CLAYTON CA 94517 SFD 7.125 6.250 $1,653.98 360 1-Oct-28 $ 245,303.68
4881289 SAN JOSE CA 95128 SFD 7.250 6.250 $2,357.60 360 1-Oct-28 $ 345,330.40
4881335 EUGENE OR 97401 SFD 6.875 6.250 $1,839.40 360 1-Nov-28 $ 280,000.00
4881342 CASTRO VALLEY CA 94552 SFD 7.500 6.250 $1,992.77 360 1-Oct-28 $ 284,788.48
4881419 MORGAN HILL CA 95037 SFD 7.125 6.250 $1,691.71 360 1-Sep-28 $ 250,697.20
4881486 ANAHEIM CA 92807 SFD 7.250 6.250 $2,390.35 360 1-Sep-28 $ 349,851.65
4881529 UNIVERSITY PLACE WA 98466 SFD 7.125 6.250 $1,913.36 360 1-Sep-28 $ 283,544.43
4881699 AURORA CO 80015 SFD 7.375 6.250 $2,059.63 360 1-Oct-28 $ 297,978.09
4881764 THOUSAND OAKS CA 91362 LCO 7.250 6.250 $1,773.66 360 1-Nov-28 $ 260,000.00
4881998 CHARLESTOWN RI 02813 SFD 7.125 6.250 $2,021.16 360 1-Oct-28 $ 299,760.09
4882053 SACRAMENTO CA 95818 SFD 7.000 6.250 $1,756.40 360 1-Sep-28 $ 263,565.94
4882129 CANTON MI 48188 SFD 7.375 6.250 $1,712.87 360 1-Aug-28 $ 247,430.40
4882181 WAYNE NJ 07470 LCO 7.375 6.250 $1,716.68 360 1-Oct-28 $ 248,360.87
4882257 SAN JOSE CA 95131 SFD 7.375 6.250 $2,541.68 360 1-Sep-28 $ 367,438.25
4882311 IRVINE CA 92614 PUD 7.375 6.250 $2,493.34 360 1-Oct-28 $ 360,725.31
4882328 SCOTTSDALE AZ 85255 SFD 7.250 6.250 $1,884.85 360 1-Sep-28 $ 275,346.09
4882358 SALEM OR 97304 SFD 7.250 6.250 $2,142.72 360 1-Sep-28 $ 313,608.45
4882374 SAN RAFAEL CA 94903 SFD 7.250 6.250 $1,889.63 360 1-Sep-28 $ 276,566.52
4882378 SAN FRANCISCO CA 94114 SFD 7.125 6.250 $2,647.71 360 1-Aug-28 $ 392,051.57
4882382 PLEASANT HILL CA 94523 SFD 7.375 6.250 $1,726.69 360 1-Aug-28 $ 249,425.78
4882477 ALPHARETTA GA 30005 SFD 7.625 6.250 $1,802.76 360 1-Oct-28 $ 254,515.65
4882483 ALISO VIEJO CA 92656 SFD 7.250 6.250 $1,807.77 360 1-Oct-28 $ 264,793.28
4882520 FOUNTAIN VALLEY CA 92708 SFD 7.125 6.250 $1,728.77 360 1-Oct-28 $ 256,394.79
4882585 SAN RAMON CA 94583 PUD 7.125 6.250 $2,155.90 360 1-Sep-28 $ 319,486.69
4882644 RYE NY 10580 SFD 6.875 6.250 $3,063.92 360 1-Nov-28 $ 466,400.00
4882647 ROSEVILLE CA 95661 SFD 7.125 6.250 $2,021.16 360 1-Oct-28 $ 299,760.09
4882835 VALENCIA CA 91354 SFD 7.375 6.250 $2,729.55 360 1-Sep-28 $ 394,596.72
4882854 GREAT FALLS VA 22066 SFD 7.000 6.250 $1,797.10 360 1-Nov-28 $ 270,117.00
4882937 STEAMBOAT SPRINGS CO 80487 SFD 7.625 6.250 $5,308.46 360 1-Nov-28 $ 750,000.00
4883178 AGOURA HILLS CA 91301 SFD 7.250 6.250 $2,455.83 360 1-Sep-28 $ 359,436.65
4883206 REDWOOD CITY CA 94062 SFD 7.000 6.250 $1,809.62 360 1-Sep-28 $ 271,552.79
4883207 LOS ANGELES CA 90024 SFD 7.750 6.250 $2,034.61 360 1-Sep-28 $ 283,597.81
4883228 IRVINE CA 92614 SFD 7.000 6.250 $2,230.09 360 1-Sep-28 $ 334,648.89
4883251 SHELBY TOWNSHIP MI 48316 SFD 7.125 6.250 $1,781.99 360 1-Sep-28 $ 264,075.69
4883255 EAST HAMPTON NY 11937 SFD 7.000 6.250 $1,995.91 360 1-Nov-28 $ 300,000.00
4883282 ANAHEIM CA 92807 SFD 7.375 6.250 $1,659.69 360 1-Oct-28 $ 240,117.16
4883306 FAIR OAKS CA 95628 SFD 7.125 6.250 $3,098.43 360 1-Sep-28 $ 459,162.27
4883307 WOODLAND HILLS CA 91367 SFD 7.375 6.250 $2,659.10 360 1-Sep-28 $ 384,412.29
4883319 LONG BEACH CA 90814 SFD 7.375 6.250 $2,279.23 360 1-Sep-28 $ 329,496.25
4883413 FOSTER CITY CA 94404 SFD 7.125 6.250 $3,045.21 360 1-Sep-28 $ 451,274.94
4883507 NOBLESVILLE IN 46060 SFD 7.500 6.250 $2,337.30 360 1-Oct-28 $ 334,026.92
4883540 FOSTER CITY CA 94404 SFD 7.500 6.250 $1,762.02 360 1-Oct-28 $ 251,812.98
4883731 CARMEL IN 46033 SFD 7.000 6.250 $2,321.91 360 1-Oct-28 $ 348,713.92
4883763 MISSION VIEJO CA 92691 SFD 7.250 6.250 $1,882.81 360 1-Nov-28 $ 276,000.00
4883834 LONG BEACH CA 90807 SFD 7.500 6.250 $2,422.43 360 1-Nov-28 $ 346,450.00
4883911 SAN JOSE CA 95121 SFD 7.250 6.250 $2,008.33 360 1-Nov-28 $ 294,400.00
4883938 PLAINVIEW NY 11803 SFD 6.875 6.250 $1,786.85 360 1-Nov-28 $ 272,000.00
4883944 NEW HAVEN CT 06515 SFD 7.375 6.250 $759.74 360 1-Oct-28 $ 109,916.31
4884163 AGOURA CA 91301 SFD 7.000 6.250 $2,192.84 360 1-Sep-28 $ 329,058.08
4884202 SAN CARLOS CA 94070 SFD 7.375 6.250 $2,154.91 360 1-Sep-28 $ 311,523.73
4884295 SEBASTOPOL CA 95472 SFD 7.250 6.250 $1,964.67 360 1-Oct-28 $ 287,775.33
4884410 BROOKFIELD WI 53045 SFD 7.000 6.250 $1,816.28 360 1-Nov-28 $ 273,000.00
4884693 SAN DIEGO CA 92130 SFD 7.375 6.250 $3,885.05 360 1-Oct-28 $ 562,071.99
4884719 ZEPHYR COVE NV 89448 SFD 7.250 6.250 $1,719.08 360 1-Oct-28 $ 251,803.42
4884911 CLIFFSIDE PARK NJ 07010 SFD 7.750 6.250 $642.63 360 1-Nov-28 $ 89,700.00
4885175 BENTONVILLE AR 72712 SFD 7.500 6.250 $2,473.12 360 1-Sep-28 $ 353,173.37
4885658 HARTFIELD VA 23071 SFD 7.125 6.250 $3,065.42 360 1-Nov-28 $ 455,000.00
4885754 TARPON SPRINGS FL 34689 SFD 7.250 6.250 $2,609.33 360 1-Nov-28 $ 382,500.00
4885969 TUSTIN CA 92782 SFD 7.000 6.250 $2,370.15 360 1-Oct-28 $ 355,957.98
4885975 HUNTINGTON BEACH CA 92648 SFD 7.375 6.250 $2,203.26 360 1-Oct-28 $ 318,757.27
4886139 PLEASANT HILL CA 94523 SFD 7.375 6.250 $1,640.36 360 1-Oct-28 $ 237,319.28
4886158 DOVE CANYON CA 92679 SFD 7.375 6.250 $1,982.24 360 1-Oct-28 $ 286,781.62
4886168 FALLBROOK CA 92028 SFD 7.125 6.250 $1,785.36 360 1-Oct-28 $ 264,788.08
4886269 MOUNTAIN VIEW CA 94043 LCO 7.125 6.250 $1,913.37 360 1-Nov-28 $ 284,000.00
4886376 MANHATTAN BEACH CA 90266 SFD 7.250 6.250 $2,138.63 360 1-Oct-28 $ 313,255.43
4887369 ANNAPOLIS MD 21401 LCO 7.375 6.250 $654.07 360 1-Nov-28 $ 94,700.00
4887443 FULLERTON CA 92835 SFD 7.375 6.250 $1,891.07 360 1-Oct-28 $ 273,591.66
4887569 MISSION VIEJO CA 92692 SFD 7.250 6.250 $2,112.02 360 1-Oct-28 $ 309,358.48
4887602 NEW ORLEANS LA 70116 SFD 6.875 6.250 $2,084.11 360 1-Nov-28 $ 317,250.00
4887712 LONG BEACH CA 90803 SFD 7.375 6.250 $4,040.45 360 1-Oct-28 $ 584,554.87
4887723 RANCHO SANTA FE AREA CA 92067 SFD 7.000 6.250 $2,228.77 360 1-Oct-28 $ 334,725.40
4888506 THOUSAND OAKS CA 91360 SFD 7.375 6.250 $1,878.64 360 1-Nov-28 $ 272,000.00
4888543 YORBA LINDA CA 92887 SFD 7.375 6.250 $2,320.67 360 1-Aug-28 $ 335,228.26
4888557 LOS ANGELES CA 90230 SFD 6.875 6.250 $1,924.81 360 1-Oct-28 $ 292,753.84
4888572 LOS ANGELES CA 90027 SFD 7.875 6.250 $3,045.29 360 1-Sep-28 $ 419,420.03
4888596 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.250 $2,592.27 360 1-Oct-28 $ 379,703.56
4888599 SAN JUAN CAPISTRANO CA 92675 SFD 7.625 6.250 $3,317.78 360 1-Sep-28 $ 468,069.31
4888604 GLENDALE CA 91202 SFD 6.875 6.250 $3,409.47 360 1-Oct-28 $ 518,563.97
4888629 GLENBROOK NV 89413 PUD 6.875 6.250 $2,378.09 360 1-Oct-28 $ 361,695.87
4888652 YORBA LINDA CA 92886 SFD 7.250 6.250 $1,869.17 360 1-Oct-28 $ 273,786.25
4888658 ANAHEIM CA 92807 SFD 7.250 6.250 $1,705.45 360 1-Oct-28 $ 249,804.97
4888990 CUPERTINO CA 95014 SFD 7.500 6.250 $2,048.70 360 1-Oct-28 $ 292,782.55
4889139 ZEPHYR COVE NV 89449 SFD 7.000 6.250 $5,322.42 360 1-Nov-28 $ 800,000.00
4889302 HUNTINGTON BEACH CA 92646 SFD 7.375 6.250 $1,892.45 360 1-Oct-28 $ 273,791.51
4889385 RANCHO SANTA MARGARITA CA 92688 PUD 7.375 6.250 $1,678.35 360 1-Oct-28 $ 242,815.09
4889393 SANTA MONICA CA 90405 SFD 7.125 6.250 $1,589.98 360 1-Oct-28 $ 235,811.27
4889397 MILLBRAE CA 94030 SFD 7.250 6.250 $1,794.13 360 1-Oct-28 $ 262,794.83
4889415 LOS ANGELES CA 90046 SFD 7.375 6.250 $2,108.64 360 1-Oct-28 $ 305,067.68
4889592 MONTROSE NY 10548 SFD 7.000 6.250 $2,185.52 360 1-Nov-28 $ 328,500.00
4889730 UNION CITY CA 94587 SFD 7.250 6.250 $1,760.01 360 1-Oct-28 $ 257,798.74
4889745 MORAGA CA 94556 SFD 7.625 6.250 $2,781.63 360 1-Sep-28 $ 392,429.30
4889764 MAMARONECK NY 10543 SFD 7.375 6.250 $3,867.78 360 1-Oct-28 $ 559,573.89
4889802 COHASSET MA 02025 SFD 7.375 6.250 $2,092.75 360 1-Oct-28 $ 302,769.44
4889807 NEW CITY NY 10956 SFD 7.250 6.250 $1,904.64 360 1-Oct-28 $ 278,982.20
4889931 CUPERTINO CA 95014 SFD 7.125 6.250 $4,042.32 360 1-Nov-28 $ 600,000.00
4890054 FARMINGTON CT 06032 SFD 7.375 6.250 $2,386.98 360 1-Oct-28 $ 345,337.02
4890198 WELLESLEY MA 02181 SFD 7.375 6.250 $3,626.05 360 1-Oct-28 $ 524,600.52
4890218 THOUSAND OAKS CA 91362 SFD 7.375 6.250 $2,652.20 360 1-Oct-28 $ 383,707.80
4890219 REDONDO BEACH CA 90278 SFD 7.375 6.250 $2,302.03 360 1-Oct-28 $ 333,046.38
4890291 MALIBU CA 90265 SFD 7.000 6.250 $3,526.11 360 1-Oct-28 $ 528,365.56
4890297 TORRANCE CA 90505 SFD 7.250 6.250 $1,677.14 360 1-Oct-28 $ 245,658.20
4890337 LONG BEACH CA 90808 SFD 7.250 6.250 $2,053.36 360 1-Oct-28 $ 300,765.18
4890342 SAINT LOUIS MO 63108 SFD 7.125 6.250 $3,171.20 360 1-Sep-28 $ 469,944.93
4890353 LOS ANGELES CA 91602 SFD 7.375 6.250 $1,740.51 360 1-Oct-28 $ 251,808.24
4891177 LAGUNA NIGUEL CA 92677 SFD 7.125 6.250 $2,046.42 360 1-Sep-28 $ 303,262.75
4891414 FREMONT CA 94539 SFD 7.250 6.250 $2,561.57 360 1-Sep-28 $ 374,912.38
4891510 BETHESDA MD 20817 SFD 6.875 6.250 $4,270.04 360 1-Nov-28 $ 650,000.00
4891633 LOS ANGELES TARZANA AREA CA 91356 SFD 7.500 6.250 $2,332.58 360 1-Sep-28 $ 333,103.30
4891879 TUMWATER WA 98512 SFD 7.125 6.250 $2,425.39 360 1-Oct-28 $ 359,712.11
4891968 SAN JOSE CA 95120 SFD 7.250 6.250 $2,728.71 360 1-Oct-28 $ 399,687.96
4891977 MILPITAS CA 95035 SFD 7.375 6.250 $1,899.36 360 1-Oct-28 $ 274,790.74
4892084 SAN MATEO CA 94404 SFD 7.250 6.250 $1,657.35 360 1-Oct-28 $ 242,760.47
4892140 SAN JOSE CA 95124 SFD 7.500 6.250 $1,957.80 360 1-Oct-28 $ 279,792.20
4892145 IRVINE CA 92620 SFD 7.375 6.250 $2,002.96 360 1-Oct-28 $ 289,779.33
4892200 CHESTNUT RIDGE NY 10977 SFD 7.500 6.250 $2,045.20 360 1-Oct-28 $ 292,282.93
4892205 WILLITS CA 95490 SFD 7.000 6.250 $649.34 360 1-Oct-28 $ 97,519.99
4892263 LOS ANGELES CA 90045 SFD 7.125 6.250 $2,856.57 360 1-Oct-28 $ 423,660.93
4892271 OJAI CA 93023 SFD 7.250 6.250 $3,483.20 360 1-Oct-28 $ 510,201.68
4892289 ANAHEIM CA 92807 SFD 7.375 6.250 $1,949.09 360 1-Oct-28 $ 281,985.27
4892296 DISCOVERY BAY CA 94514 SFD 7.250 6.250 $1,705.44 360 1-Oct-28 $ 249,804.98
4892343 LOS GATOS CA 95030 SFD 6.875 6.250 $2,851.08 360 1-Sep-28 $ 433,268.66
4892434 CHARLOTTE NC 28226 SFD 7.375 6.250 $2,134.19 360 1-Nov-28 $ 309,000.00
4892760 KENTFIELD CA 94904 SFD 7.375 6.250 $2,562.41 360 1-Sep-28 $ 370,433.65
4892859 SCARSDALE NY 10583 SFD 7.000 6.250 $2,095.70 360 1-Nov-28 $ 315,000.00
4892872 SANTA ANA AREA CA 92705 SFD 7.250 6.250 $3,376.78 360 1-Oct-28 $ 494,613.85
4893199 MIAMI FL 33156 SFD 6.375 6.108 $3,368.90 360 1-Nov-28 $ 540,000.00
4893344 SAN FRANCISCO CA 94127 SFD 7.500 6.250 $2,740.92 360 1-Oct-28 $ 391,709.08
4893347 CAMPBELL CA 95008 SFD 7.625 6.250 $2,034.91 360 1-Oct-28 $ 287,291.91
4893692 FAIRFIELD CT 06430 SFD 7.250 6.250 $2,305.76 360 1-Oct-28 $ 337,736.33
4893725 NEW CITY NY 10956 SFD 7.500 6.250 $1,699.09 360 1-Nov-28 $ 243,000.00
4894463 KAILUA KONA HI 96740 SFD 7.250 6.250 $1,378.00 360 1-Oct-28 $ 201,842.42
4894885 SHERMAN OAKS CA 91403 SFD 7.500 6.250 $3,029.70 360 1-Oct-28 $ 432,978.43
4894914 NAVOTA CA 94949 PUD 7.500 6.250 $1,877.39 360 1-Oct-28 $ 268,300.73
4894948 STONY POINT NY 10980 SFD 6.875 6.250 $2,685.53 360 1-Oct-28 $ 408,456.56
4894967 MILL VALLEY CA 94941 SFD 7.500 6.250 $4,240.04 360 1-Oct-28 $ 605,949.96
4894968 SAN FRANCISCO CA 94134 SFD 7.500 6.250 $1,887.88 360 1-Sep-28 $ 269,597.99
4894981 SAN DIEGO CA 92131 SFD 7.500 6.250 $2,013.74 360 1-Sep-28 $ 287,571.19
4894998 SAN ANSELMO CA 94960 SFD 7.500 6.250 $2,482.21 360 1-Sep-28 $ 354,471.43
4895059 CONCORD CA 94520 PUD 7.625 6.250 $1,924.49 360 1-Oct-28 $ 271,703.21
4895062 BELMONT CA 94002 SFD 7.625 6.250 $2,542.40 360 1-Sep-28 $ 358,678.38
4895079 SAN JOSE CA 95127 SFD 7.500 6.250 $2,552.13 360 1-Sep-28 $ 364,456.55
4895098 LOS GATOS CA 95030 SFD 7.500 6.250 $4,146.34 360 1-Oct-28 $ 592,559.91
4895148 UNION CITY CA 94587 SFD 7.625 6.250 $1,981.82 360 1-Sep-28 $ 279,593.40
4895166 GREAT FALLS VA 22066 SFD 7.250 6.250 $2,121.57 360 1-Nov-28 $ 311,000.00
4895186 TORRANCE CA 90503 SFD 7.625 6.250 $1,811.95 360 1-Sep-28 $ 255,628.25
4895214 ANAHEIM HILLS CA 92807 SFD 7.500 6.250 $2,859.79 360 1-Sep-28 $ 408,391.02
4895225 TOLUCA LAKE CA 91602 LCO 7.500 6.250 $1,789.99 360 1-Sep-28 $ 255,618.83
4895239 THOUSAND OAKS CA 91362 SFD 7.500 6.250 $2,013.74 360 1-Sep-28 $ 287,571.19
4895245 CALABASAS CA 91302 SFD 7.625 6.250 $1,907.50 360 1-Oct-28 $ 269,212.45
4895264 EL SEGUNDO CA 90245 SFD 7.500 6.250 $3,237.36 360 1-Sep-28 $ 462,310.63
4895282 TRABUCO CANYON CA 92679 PUD 7.625 6.250 $1,698.71 360 1-Sep-28 $ 239,651.48
4895288 FREMONT CA 94536 SFD 7.500 6.250 $1,922.84 360 1-Oct-28 $ 274,795.91
4895301 YORBA LINDA CA 92887 SFD 7.500 6.250 $2,034.71 360 1-Oct-28 $ 290,784.04
4895312 DOWNEY CA 90241 SFD 7.500 6.250 $1,699.09 360 1-Oct-28 $ 242,819.66
4895863 TORRANCE CA 90505 SFD 7.500 6.250 $2,405.30 360 1-Oct-28 $ 343,744.70
4896249 REDMOND WA 98053 SFD 7.875 6.250 $1,976.54 360 1-Nov-28 $ 272,600.00
4896399 SAN DIEGO CA 92121 SFD 7.250 6.250 $2,012.43 360 1-Oct-28 $ 294,769.87
4896482 SOUTH SAN FRANCISCO CA 94080 SFD 7.625 6.250 $1,739.05 360 1-Sep-28 $ 245,343.20
4896498 LAGUNA NIGUEL CA 92677 PUD 7.250 6.250 $1,893.04 360 1-Oct-28 $ 277,283.53
4896531 OKEMOS MI 48864 SFD 7.625 6.250 $2,719.34 360 1-Sep-28 $ 383,642.09
4896570 TIBURON CA 94920 SFD 7.500 6.250 $2,691.98 360 1-Oct-28 $ 384,714.27
4896598 PASADENA CA 91105 SFD 7.625 6.250 $2,346.34 360 1-Oct-28 $ 331,260.07
4896632 PLEASANTON CA 94566 SFD 7.500 6.250 $2,041.71 360 1-Sep-28 $ 291,565.23
4896656 SAN JOSE CA 95118 SFD 7.500 6.250 $1,929.83 360 1-Sep-28 $ 275,589.06
4896657 ORANGE CA 92613 SFD 7.500 6.250 $2,237.49 360 1-Sep-28 $ 319,523.54
4896701 ORANGE CA 92869 SFD 7.500 6.250 $2,104.64 360 1-Oct-28 $ 300,776.61
4896702 FREMONT CA 94539 SFD 7.500 6.250 $2,160.57 360 1-Oct-28 $ 308,770.68
4896727 DANVILLE CA 94506 SFD 7.500 6.250 $2,251.48 360 1-Oct-28 $ 321,761.02
4896728 SUNNYVALE CA 94087 SFD 7.500 6.250 $2,237.49 360 1-Sep-28 $ 319,523.54
4896746 CORTE MADERA CA 94925 SFD 7.500 6.250 $2,608.07 360 1-Oct-28 $ 372,723.18
4896758 TORRANCE CA 90503 SFD 7.500 6.250 $2,237.49 360 1-Sep-28 $ 319,523.54
4896764 BODEGA BAY CA 94923 SFD 7.625 6.250 $2,916.11 360 1-Oct-28 $ 411,701.81
4896778 FOOTHILL RANCH CA 92610 SFD 7.500 6.250 $1,999.75 360 1-Sep-28 $ 285,574.18
4896790 SUNNYVALE CA 94087 SFD 7.500 6.250 $2,342.37 360 1-Sep-28 $ 334,501.21
4896805 SAN RAFAEL CA 94901 SFD 7.500 6.250 $2,076.67 360 1-Oct-28 $ 296,779.58
4896820 THOUSAND OAKS CA 91362 SFD 7.500 6.250 $2,387.82 360 1-Oct-28 $ 341,246.56
4896822 OAKLAND CA 94611 SFD 7.500 6.250 $4,011.39 360 1-Sep-28 $ 572,845.81
4896834 PLAYA DEL REY AREA LOS AN CA 90293 SFD 7.500 6.250 $2,782.87 360 1-Sep-28 $ 397,407.41
4897243 SAN RAMON CA 94583 SFD 7.500 6.250 $2,584.30 360 1-Sep-28 $ 369,049.69
4897256 SARATOGA CA 95070 PUD 7.500 6.250 $2,522.77 360 1-Sep-28 $ 360,262.79
4897308 DAVIS CA 95616 PUD 7.625 6.250 $1,690.92 360 1-Sep-28 $ 238,553.09
4897384 SAN MARINO CA 91108 SFD 7.625 6.250 $2,569.29 360 1-Sep-28 $ 362,472.88
4897414 SUNNYVALE CA 94087 SFD 7.500 6.250 $3,020.61 360 1-Sep-28 $ 431,356.78
4897440 PLAYA DEL REY CA 90293 SFD 7.500 6.250 $2,027.72 360 1-Oct-28 $ 289,784.78
4897475 UNION CITY CA 94587 SFD 7.500 6.250 $2,003.25 360 1-Sep-28 $ 286,073.42
4897491 TUSTIN CA 92780 SFD 7.500 6.250 $1,650.15 360 1-Sep-28 $ 235,648.61
4897510 DANVILLE CA 94526 PUD 7.500 6.250 $2,726.94 360 1-Sep-28 $ 389,419.32
4897577 LOS ANGELES CA 90049 SFD 7.250 6.250 $2,592.27 360 1-Sep-28 $ 379,405.34
4897601 CHINO HILLS CA 91709 SFD 6.875 6.250 $2,746.30 360 1-Oct-28 $ 417,698.78
4897613 SAN JOSE CA 95128 SFD 7.500 6.250 $1,887.88 360 1-Sep-28 $ 269,597.99
4897626 RANCHO PALOS VERDES CA 90275 SFD 7.500 6.250 $2,615.06 360 1-Sep-28 $ 373,443.15
4897644 KENT WA 98031 SFD 7.500 6.250 $1,838.93 360 1-Sep-28 $ 262,608.43
4897651 SANTA MONICA CA 90405 SFD 7.250 6.250 $2,762.82 360 1-Oct-28 $ 404,684.06
4897657 TUSTIN CA 92780 SFD 7.375 6.250 $1,848.25 360 1-Oct-28 $ 267,396.38
4897666 LA CANADA FLINTRIDGE CA 91011 SFD 7.000 6.250 $2,719.43 360 1-Oct-28 $ 408,414.95
4897808 COSTA MESA CA 92627 SFD 7.375 6.250 $2,244.70 360 1-Oct-28 $ 324,752.70
4897822 WESTLAKE VILLAGE CA 91361 SFD 7.375 6.250 $2,253.33 360 1-Oct-28 $ 326,001.75
4897836 BRAWLEY CA 92227 SFD 7.375 6.250 $1,787.13 360 1-Oct-28 $ 258,553.11
4897923 LOS ANGELES CA 90056 SFD 7.500 6.250 $2,574.86 360 1-Oct-28 $ 367,976.71
4897941 MIDWAY GA 31320 SFD 7.250 6.250 $2,046.53 360 1-Oct-28 $ 299,765.97
4898163 COLUMBIA MD 21046 SFD 7.250 6.250 $1,695.55 360 1-Oct-28 $ 248,356.11
4898175 HENDERSONVILLE NC 28791 SFD 7.125 6.250 $1,751.67 360 1-Sep-28 $ 259,582.93
4898442 ANKENY IA 50021 SFD 7.250 6.250 $1,903.28 360 1-Jul-28 $ 278,121.46
4898643 LIGHTHOUSE PIONT FL 33064 SFD 6.750 6.250 $1,816.08 360 1-Oct-28 $ 279,758.92
4898993 FREMONT CA 94538 SFD 7.250 6.250 $3,179.97 360 1-Oct-28 $ 465,786.36
4899202 NORTHRIDGE CA 91326 SFD 7.500 6.250 $1,873.89 360 1-Oct-28 $ 267,801.11
4899458 ENGLEWOOD CLIFFS BOROUGH NJ 07632 SFD 7.000 6.250 $2,767.66 360 1-Oct-28 $ 415,659.01
4899516 LITTLETON CO 80123 SFD 7.125 6.250 $2,155.90 360 1-Oct-28 $ 319,744.10
4899643 LANDING NJ 07850 SFD 7.375 6.250 $1,647.26 360 1-Oct-28 $ 238,318.53
4899970 EDMONDS WA 98020 SFD 7.000 6.250 $2,122.31 360 1-Oct-28 $ 318,738.53
4900069 WALNUT CREEK CA 94598 SFD 7.250 6.250 $2,123.27 360 1-Oct-28 $ 311,007.20
4900136 TIBURON CA 94920 SFD 7.250 6.250 $1,978.31 360 1-Oct-28 $ 289,773.78
4900300 FOLSOM CA 95630 SFD 7.000 6.250 $1,646.62 360 1-Oct-28 $ 247,297.13
4900610 TOWNSHIP OF CHATHAM NJ 07928 SFD 7.250 6.250 $1,856.27 360 1-Oct-28 $ 271,897.73
4900630 WEST LINN OR 97068 SFD 7.000 6.250 $2,095.70 360 1-Sep-28 $ 314,482.10
4900713 SAN JOSE CA 95112 SFD 7.125 6.250 $1,913.36 360 1-Oct-28 $ 283,772.89
4900806 LAS VEGAS NV 89134 SFD 7.125 6.250 $2,220.58 360 1-Aug-28 $ 328,804.56
4900808 YORBA LINDA CA 92887 SFD 7.125 6.250 $1,755.04 360 1-Nov-28 $ 260,500.00
4900822 TUSTIN CA 92705 SFD 7.125 6.250 $3,158.06 360 1-Nov-28 $ 468,750.00
4900920 GLENDALE CA 91207 SFD 7.250 6.250 $2,285.29 360 1-Oct-28 $ 334,738.67
4900926 RALEIGH NC 27614 SFD 6.875 6.250 $2,552.17 360 1-Oct-28 $ 388,173.62
4900961 LEAWOOD KS 66209 SFD 7.000 6.250 $1,556.81 360 1-Aug-28 $ 233,421.21
4900968 LOS ALAMITOS CA 90720 SFD 7.000 6.250 $1,780.35 360 1-Oct-28 $ 267,380.65
4900972 KAILUA HI 96734 SFD 7.250 6.250 $2,524.74 360 1-Oct-28 $ 369,811.29
4900980 SAN JOSE CA 95153 SFD 6.875 6.250 $2,093.63 360 1-Oct-28 $ 318,432.26
4901015 SAN FRANCISCO CA 94133 LCO 7.125 6.250 $1,819.04 360 1-Oct-28 $ 269,784.08
4901102 SARATOGA CA 95070 SFD 7.125 6.250 $2,021.16 360 1-Nov-28 $ 300,000.00
4901129 ALBUQUERQUE NM 87122 SFD 7.250 6.250 $2,066.99 360 1-Sep-28 $ 302,525.84
4901136 MILPITAS CA 95035 SFD 7.375 6.250 $2,244.69 360 1-Oct-28 $ 324,752.71
4901156 BOUNTIFUL UT 84010 SFD 7.375 6.250 $1,864.82 360 1-Aug-28 $ 269,379.87
4901192 PLYMOUTH TOWNSHIP MI 48170 PUD 7.250 6.250 $2,224.58 360 1-Oct-28 $ 325,845.61
4901215 SAN JOSE CA 95135 SFD 7.375 6.250 $2,293.04 360 1-Oct-28 $ 331,747.38
4901216 OAKLAND CA 94605 PUD 7.000 6.250 $1,783.01 360 1-Oct-28 $ 267,780.33
4901259 GRANITE BAY CA 95746 PUD 7.000 6.250 $2,494.88 360 1-Oct-28 $ 374,692.62
4901287 SAN JOSE CA 95135 SFD 7.000 6.250 $2,556.76 360 1-Oct-28 $ 383,984.99
4901299 SCOTTSDALE AZ 85262 PUD 7.250 6.250 $2,728.71 360 1-Oct-28 $ 399,687.96
4901324 PASADENA CA 91107 SFD 7.375 6.250 $1,801.28 360 1-Oct-28 $ 260,601.56
4901329 ROSEVILLE CA 95678 PUD 7.250 6.250 $2,728.71 360 1-Oct-28 $ 399,687.96
4901332 HALF MOON BAY CA 94019 SFD 7.250 6.250 $3,410.88 360 1-Oct-28 $ 499,609.96
4901352 MOUNTAIN BROOK AL 35213 SFD 7.125 6.250 $2,486.02 360 1-Sep-28 $ 368,408.08
4901354 BERKELEY CA 94708 PUD 6.875 6.250 $1,879.81 360 1-Oct-28 $ 285,909.60
4901355 YORBA LINDA CA 92887 SFD 7.000 6.250 $3,030.46 360 1-Oct-28 $ 455,126.63
4901373 CAMPBELL CA 95008 SFD 6.875 6.250 $2,233.56 360 1-Oct-28 $ 339,714.36
4901383 FULLERTON CA 92835 SFD 7.500 6.250 $2,831.82 360 1-Oct-28 $ 404,699.43
4901387 REDWOOD CITY CA 94062 SFD 7.250 6.250 $2,619.56 360 1-Sep-28 $ 383,399.08
4901402 SAN JOSE CA 95126 SFD 7.375 6.250 $3,177.11 360 1-Oct-28 $ 459,649.98
4901420 FREMONT CA 94555 SFD 7.375 6.250 $2,317.56 360 1-Oct-28 $ 335,294.68
4901493 SAN CARLOS CA 94070 SFD 7.125 6.250 $2,290.64 360 1-Oct-28 $ 339,728.11
4901515 CHARLOTTE NC 28277 SFD 6.875 6.250 $2,969.32 360 1-Oct-28 $ 451,620.27
4901537 NOVATO CA 94945 SFD 7.250 6.250 $2,292.11 360 1-Oct-28 $ 335,737.89
4901564 SANTA CRUZ CA 95060 SFD 6.875 6.250 $2,217.13 360 1-Oct-28 $ 337,216.47
4901594 REDWOOD CITY CA 94061 SFD 7.250 6.250 $2,101.10 360 1-Oct-28 $ 307,759.74
4901619 SAN RAMON CA 94583 PUD 7.250 6.250 $1,729.66 360 1-Oct-28 $ 253,352.21
4901644 SAN ANSELMO CA 94960 SFD 7.375 6.250 $3,280.71 360 1-Oct-28 $ 474,638.57
4901660 SANTA BARBARA CA 93105 SFD 7.125 6.250 $2,122.21 360 1-Oct-28 $ 314,748.11
4901844 SANTA ROSA CA 95404 SFD 7.250 6.250 $2,865.14 360 1-Sep-28 $ 419,342.75
4901846 MILL VALLEY CA 94941 SFD 7.375 6.250 $2,717.81 360 1-Oct-28 $ 393,200.58
4901850 LOS ANGELES CA 90732 SFD 7.000 6.250 $1,802.97 360 1-Oct-28 $ 270,777.87
4901855 CASPAR CA 95420 SFD 7.375 6.250 $3,142.57 360 1-Oct-28 $ 454,653.79
4901858 GRANITE BAY CA 95746 SFD 6.875 6.250 $1,924.80 360 1-Oct-28 $ 292,753.85
4901866 DANVILLE CA 94506 SFD 6.875 6.250 $1,619.33 360 1-Sep-28 $ 246,084.63
4901901 NOVATO CA 94945 SFD 7.000 6.250 $1,767.04 360 1-Oct-28 $ 265,382.30
4901908 DANVILLE CA 94506 PUD 7.125 6.250 $1,623.66 360 1-Oct-28 $ 240,807.28
4901918 FREMONT CA 94555 LCO 7.250 6.250 $1,712.26 360 1-Oct-28 $ 250,804.20
4901920 ZEPHYR COVE NV 89448 SFD 7.125 6.250 $3,368.59 360 1-Aug-28 $ 498,793.34
4901921 CAMPBELL CA 95008 SFD 7.000 6.250 $1,869.50 360 1-Oct-28 $ 280,769.67
4901927 PROVO UT 84604 SFD 7.125 6.250 $2,506.23 360 1-Oct-28 $ 371,702.52
4901949 FREMONT CA 94539 SFD 7.125 6.250 $2,667.93 360 1-Oct-28 $ 395,683.32
4901961 MOUNTAIN VIEW CA 94040 SFD 7.000 6.250 $2,927.33 360 1-Oct-28 $ 439,639.34
4901963 SAN JOSE CA 95130 SFD 7.000 6.250 $1,969.30 360 1-Oct-28 $ 295,757.37
4901972 CAMARILLO CA 93010 SFD 7.000 6.250 $2,203.48 360 1-Oct-28 $ 330,928.52
4901974 NEWBURY PARK CA 91320 SFD 7.375 6.250 $1,989.14 360 1-Oct-28 $ 287,780.86
4901975 SARATOGA CA 95070 SFD 7.125 6.250 $2,593.82 360 1-Oct-28 $ 384,692.12
4901977 BURLINGAME CA 94010 SFD 7.000 6.250 $2,162.23 360 1-Oct-28 $ 324,733.61
4901984 FULLERTON CA 92835 SFD 7.250 6.250 $4,352.28 360 1-Oct-28 $ 637,502.31
4901991 SAN RAMON CA 94583 SFD 7.250 6.250 $1,915.55 360 1-Oct-28 $ 280,580.95
4901999 SAN CARLOS CA 94070 SFD 7.250 6.250 $2,373.97 360 1-Oct-28 $ 347,728.53
4902015 LITTLETON CO 80124 SFD 7.250 6.250 $2,225.26 360 1-Sep-28 $ 325,689.53
4902020 TORRANCE CA 90503 SFD 7.500 6.250 $1,908.86 360 1-Oct-28 $ 272,797.39
4902021 SAN FRANCISCO CA 94118 LCO 7.125 6.250 $2,021.16 360 1-Oct-28 $ 299,760.09
4902024 NEWARK CA 94560 SFD 7.125 6.250 $1,933.57 360 1-Oct-28 $ 286,770.50
4902033 SCOTTSDALE AZ 85255 SFD 7.250 6.250 $2,275.06 360 1-Sep-28 $ 332,978.10
4902041 SAN JOSE CA 95124 SFD 6.875 6.250 $2,069.33 360 1-Oct-28 $ 314,735.36
4902046 SACRAMENTO CA 95864 SFD 7.250 6.250 $2,510.41 360 1-Sep-28 $ 367,424.11
4902059 SAN JOSE CA 95135 SFD 7.125 6.250 $2,334.10 360 1-Oct-28 $ 346,172.95
4902063 LONG BEACH CA 90808 SFD 6.875 6.250 $2,044.69 360 1-Oct-28 $ 310,988.52
4902072 PLACENTIA CA 92870 SFD 7.000 6.250 $1,985.26 360 1-Oct-28 $ 298,155.41
4902074 SAN DIEGO CA 92130 SFD 7.375 6.250 $3,398.12 360 1-Sep-28 $ 491,248.96
4902085 EL SEGUNDO CA 90245 SFD 7.250 6.250 $2,489.95 360 1-Oct-28 $ 364,715.26
4902105 PETALUMA CA 94952 SFD 7.125 6.250 $1,684.30 360 1-Oct-28 $ 249,800.08
4902106 GRANITE BAY CA 95746 SFD 7.000 6.250 $1,949.34 360 1-Oct-28 $ 292,759.83
4902126 APTOS CA 95003 SFD 7.250 6.250 $2,878.78 360 1-Sep-28 $ 421,339.62
4902150 MANHATTAN BEACH CA 90266 SFD 6.875 6.250 $2,296.62 360 1-Nov-28 $ 349,600.00
4902187 LOS ALAMITOS CA 90720 SFD 7.250 6.250 $2,234.81 360 1-Sep-28 $ 327,087.34
4902190 MISSION VIEJO CA 92692 SFD 7.250 6.250 $2,367.15 360 1-Oct-28 $ 346,729.31
4902191 LOS ALTOS CA 94022 SFD 7.125 6.250 $2,223.27 360 1-Oct-28 $ 329,736.11
4902208 SOLANA BEACH CA 92075 SFD 7.250 6.250 $2,001.51 360 1-Oct-28 $ 293,171.12
4902220 KENT WA 98042 SFD 6.875 6.250 $1,991.81 360 1-Oct-28 $ 302,945.28
4902221 MORGAN HILL CA 95037 SFD 7.375 6.250 $3,873.65 360 1-Oct-28 $ 560,423.25
4902253 MORGAN HILL CA 95037 SFD 7.000 6.250 $2,341.86 360 1-Oct-28 $ 351,711.48
4902269 PLEASANTON CA 94588 SFD 7.250 6.250 $1,944.20 360 1-Oct-28 $ 284,777.68
4902312 ALAMEDA CA 94501 SFD 6.875 6.250 $2,049.62 360 1-Oct-28 $ 311,737.88
4902331 SAN DIEGO CA 92131 PUD 6.875 6.250 $3,284.64 360 1-Oct-28 $ 499,579.95
4902359 MORGAN HILL CA 95037 SFD 7.250 6.250 $1,930.56 360 1-Oct-28 $ 282,779.24
4902365 SOUTH JORDAN UT 84095 SFD 6.750 6.250 $2,205.23 360 1-Sep-28 $ 339,412.90
4902418 DANVILLE CA 94506 SFD 6.875 6.250 $2,108.74 360 1-Oct-28 $ 320,730.33
4902432 SAN JOSE CA 95118 SFD 7.000 6.250 $1,723.13 360 1-Oct-28 $ 258,787.71
4902463 SAN JOSE CA 95148 SFD 7.250 6.250 $1,835.05 360 1-Nov-28 $ 269,000.00
4902491 SAN JOSE CA 95120 SFD 6.875 6.250 $3,194.32 360 1-Oct-28 $ 485,841.49
4902529 ST CHARLES MO 63301 SFD 7.000 6.250 $1,995.91 360 1-Oct-28 $ 299,754.09
4902588 MISSION VIEJO CA 92692 SFD 7.375 6.250 $1,764.33 360 1-Oct-28 $ 255,255.63
4902611 SAUSALITO CA 94965 SFD 7.250 6.250 $2,640.02 360 1-Oct-28 $ 386,698.11
4902624 TUSTIN CA 92780 SFD 7.250 6.250 $1,875.98 360 1-Oct-28 $ 274,785.48
4902638 CHINO HILLS CA 91709 SFD 7.000 6.250 $2,953.94 360 1-Oct-28 $ 443,636.06
4902676 SAN FRANCISCO CA 94122 SFD 7.250 6.250 $2,056.76 360 1-Sep-28 $ 301,028.19
4902679 CASTRO VALLEY CA 94552 SFD 7.125 6.250 $1,930.20 360 1-Oct-28 $ 286,270.90
4902727 SAN FRANCISCO CA 94122 SFD 7.250 6.250 $3,138.01 360 1-Oct-28 $ 459,641.16
4902753 EVERGREEN CO 80439 SFD 7.250 6.250 $2,401.26 360 1-Sep-28 $ 351,449.15
4903048 HIGHLAND UT 84003 PUD 7.125 6.250 $1,915.38 360 1-Oct-28 $ 284,072.66
4903054 DANVILLE CA 94506 SFD 7.375 6.250 $2,072.03 360 1-Oct-28 $ 299,771.72
4903076 SAN CARLOS CA 94070 SFD 7.250 6.250 $2,725.29 360 1-Oct-28 $ 399,188.36
4903093 ORINDA CA 94563 SFD 7.375 6.250 $2,382.83 360 1-Oct-28 $ 344,737.49
4903172 SHELBY TWP MI 48316 SFD 7.250 6.250 $1,644.04 360 1-Sep-28 $ 240,622.87
4903182 ORCHARD LAKE MI 48324 SFD 7.125 6.250 $1,805.57 360 1-Oct-28 $ 267,785.68
4903199 LAFAYETTE CA 94549 SFD 7.000 6.250 $1,613.36 360 1-Oct-28 $ 242,301.23
4903457 SCOTTSDALE AZ 85259 PUD 7.250 6.250 $2,326.22 360 1-Oct-28 $ 340,733.99
4903470 SAN JOSE CA 95112 PUD 7.250 6.250 $1,862.34 360 1-Oct-28 $ 272,787.04
4903593 CERRITOS CA 90703 SFD 7.000 6.250 $2,047.80 360 1-Oct-28 $ 307,547.70
4903735 REDMOND WA 98052 PUD 7.000 6.250 $2,405.07 360 1-Oct-28 $ 361,203.68
4903749 RENO NV 89509 SFD 7.000 6.250 $3,393.04 360 1-Oct-28 $ 509,581.96
4903934 SAN FRANCISCO CA 94116 SFD 7.250 6.250 $2,121.57 360 1-Oct-28 $ 310,757.39
4903956 SAN RAFAEL CA 94903 SFD 6.875 6.250 $1,635.75 360 1-Sep-28 $ 248,580.43
4903994 LOS ANGELES CA 90047 SFD 6.875 6.250 $361.31 360 1-Oct-28 $ 54,953.80
4903996 RICHMOND CA 94803 SFD 7.000 6.250 $2,581.37 360 1-Oct-28 $ 387,681.97
4904057 LOS ALTOS CA 94024 SFD 7.000 6.250 $3,326.51 360 1-Nov-28 $ 500,000.00
4904132 SANTA CLARA CA 95054 SFD 6.875 6.250 $1,806.55 360 1-Oct-28 $ 274,768.98
4904737 PROVO UT 84604 SFD 7.125 6.250 $2,964.36 360 1-Oct-28 $ 439,648.14
6474401 PAYSON AZ 85541 PUD 6.875 6.250 $3,691.94 360 1-Oct-28 $ 561,527.85
6562794 MINNETONKA MN 55343 SFD 6.875 6.250 $2,036.48 360 1-Oct-28 $ 309,739.56
6568120 LIVINGSTON MT 59047 SFD 7.375 6.250 $1,830.29 360 1-Oct-28 $ 264,798.36
6582607 HOLLISTON MA 01746 SFD 7.000 6.250 $2,210.42 360 1-Oct-28 $ 331,970.66
6594699 CHESTERFIELD NJ 08515 SFD 7.250 6.250 $1,804.36 360 1-Aug-28 $ 263,877.23
6619141 EL PASO TX 79912 SFD 7.250 6.250 $1,999.65 240 1-Sep-18 $ 252,054.94
6620202 PARKER CO 80134 SFD 7.125 6.250 $2,145.38 360 1-Nov-28 $ 318,439.00
6620557 YARDLEY PA 19067 SFD 7.375 6.250 $2,030.58 360 1-Oct-28 $ 293,696.29
6623180 CASTLE ROCK CO 80104 PUD 7.125 6.250 $2,492.76 360 1-Oct-28 $ 369,704.12
6631216 MISSION VIEJO CA 92692 PUD 7.250 6.250 $2,934.72 360 1-Jul-28 $ 428,845.42
6649618 IRVINE CA 92604 SFD 7.125 6.250 $3,368.59 360 1-Oct-28 $ 499,600.16
6689048 PT PLEASANT PA 18950 SFD 7.375 6.250 $2,279.23 360 1-Sep-28 $ 329,496.24
6700877 SAN JOSE CA 95121 SFD 7.250 6.250 $2,816.71 360 1-Sep-28 $ 412,253.84
6702747 CRANBURY NJ 08512 SFD 7.500 6.250 $1,918.29 360 1-Sep-28 $ 273,940.51
6704734 MALVERN PA 19355 SFD 7.000 6.250 $2,627.94 360 1-Oct-28 $ 394,676.23
6707404 BOULDER CO 80301 SFD 7.125 6.250 $2,593.82 360 1-Sep-28 $ 384,382.41
6724369 STERLING VA 20164 SFD 6.875 6.250 $1,596.99 360 1-Oct-28 $ 242,595.77
6725736 SIOUX FALLS SD 57110 SFD 7.250 6.250 $1,835.05 360 1-Sep-28 $ 268,579.05
6741350 BUFFALO GROVE IL 60089 SFD 7.375 6.250 $1,768.13 360 1-Oct-28 $ 255,805.20
6744092 MINNEAPOLIS MN 55419 SFD 7.250 6.250 $1,839.15 360 1-Oct-28 $ 269,389.68
6753744 REDMOND WA 98053 SFD 7.625 6.250 $2,860.19 360 1-Aug-28 $ 403,217.00
6758127 EL PASO TX 79922 PUD 7.250 6.250 $3,301.73 360 1-Oct-28 $ 483,622.44
6763626 WESTFORD MA 01886 SFD 7.125 6.250 $1,850.23 360 1-Oct-28 $ 274,410.39
6767965 MCKINNEY TX 75070 PUD 7.000 6.250 $1,995.91 360 1-Oct-28 $ 298,795.58
6772759 ROWLAND HEIGHTS CA 91748 PUD 7.000 6.250 $1,984.93 360 1-Jul-28 $ 297,363.18
6773853 PACIFICA CA 94044 PUD 7.000 6.250 $2,775.23 360 1-Sep-28 $ 415,949.23
6776012 LAFAYETTE CO 80026 SFD 7.000 6.250 $1,681.72 360 1-Oct-28 $ 252,567.80
6788547 VICTORIA MN 55386 SFD 7.250 6.250 $2,434.01 360 1-Oct-28 $ 356,521.66
6792267 BLACK DIAMOND WA 98010 SFD 7.250 6.250 $2,002.42 240 1-Oct-18 $ 252,878.24
6797042 COLORADO SPRINGS CO 80903 PUD 7.000 6.250 $2,308.60 360 1-Oct-28 $ 346,715.57
6797158 MONTEBELLO NY 10901 SFD 7.625 6.250 $3,063.33 360 1-Sep-28 $ 432,171.51
6805799 GEORGETOWN MA 01833 SFD 7.500 6.250 $2,108.83 360 1-Sep-28 $ 301,150.94
6809181 CHINO HILLS CA 91709 SFD 7.250 6.250 $1,688.39 360 1-Sep-28 $ 247,112.68
6810698 MENDON MA 01756 SFD 7.250 6.250 $1,674.74 360 1-Oct-28 $ 245,308.49
6815996 PRINCETON NJ 08540 SFD 7.500 6.250 $1,778.80 360 1-Oct-28 $ 254,211.20
6821652 SAN DIEGO CA 92128 PUD 7.000 6.250 $2,253.05 360 1-Oct-28 $ 338,372.41
6823393 LAKEVILLE MN 55044 SFD 7.125 6.250 $1,829.15 360 1-Oct-28 $ 271,282.88
6824902 SAN RAMON CA 94583 SFD 7.250 6.250 $2,609.32 360 1-Jul-28 $ 381,295.61
6863913 HAWTHORN WOODS IL 60047 SFD 7.250 6.250 $2,303.03 360 1-Oct-28 $ 337,336.64
6864328 CASTAIC AREA CA 91384 SFD 7.625 6.250 $1,788.24 360 1-Aug-28 $ 252,097.93
6867244 LAS FLORES AREA CA 92688 PUD 7.125 6.250 $1,683.96 360 1-Oct-28 $ 249,750.12
6869651 DANVILLE CA 94506 SFD 7.000 6.250 $1,929.38 360 1-Aug-28 $ 288,273.92
6870946 IRVINE CA 92604 SFD 7.500 6.250 $3,496.07 360 1-Oct-28 $ 499,628.93
6871235 HERMOSA BEACH CA 90254 SFD 7.375 6.250 $6,906.75 360 1-Aug-28 $ 997,703.19
6878468 SAN DIEGO CA 92130 SFD 7.000 6.250 $2,384.78 360 1-Oct-28 $ 358,156.18
6879091 SAN DIEGO CA 92128 PUD 7.000 6.250 $2,328.56 360 1-Oct-28 $ 349,713.11
6879210 SAN DIEGO CA 92130 SFD 7.125 6.250 $2,437.51 360 1-Sep-28 $ 361,219.64
6896098 SAUGUS CA 91350 SFD 7.000 6.250 $1,968.30 360 1-Oct-28 $ 295,607.49
6896301 SCOTTSDALE AZ 85259 SFD 7.250 6.250 $1,972.44 360 1-Sep-28 $ 288,687.53
6896483 ALISO VIEJO CA 92656 SFD 7.000 6.250 $2,138.61 360 1-Sep-28 $ 320,921.49
6896826 SAN DIEGO CA 92130 SFD 6.750 6.250 $2,911.56 360 1-Sep-28 $ 448,124.83
6896905 WILBRAHAM MA 01095 SFD 7.375 6.250 $1,915.93 360 1-Oct-28 $ 277,188.92
6897200 FAIRFAX VA 22032 SFD 7.750 6.250 $1,734.83 360 1-Aug-28 $ 241,638.94
6898501 BRYN MAWR PA 19010 SFD 7.375 6.250 $2,315.49 360 1-Sep-28 $ 334,738.23
6899400 SAN DIEGO CA 92130 SFD 7.250 6.250 $2,557.48 360 1-Sep-28 $ 374,313.31
6899836 DOYLESTOWN PA 18901 SFD 7.250 6.250 $1,779.12 360 1-Nov-28 $ 260,800.00
6900786 SAN DIEGO CA 92130 PUD 6.750 6.250 $2,500.99 360 1-Nov-28 $ 385,600.00
6902640 LAS VEGAS NV 89117 SFD 7.375 6.250 $1,954.96 360 1-Aug-28 $ 282,051.77
6903841 SAN DIEGO CA 92128 PUD 7.250 6.250 $2,799.65 360 1-Oct-28 $ 410,079.85
6905286 LAS VEGAS NV 89147 SFD 7.250 6.250 $1,621.51 360 1-Oct-28 $ 237,511.58
6905499 SANTA CLARITA CA 91350 SFD 7.250 6.250 $1,875.98 360 1-Aug-28 $ 273,720.96
6906039 NORTH OAKS MN 55127 SFD 7.250 6.250 $2,019.24 360 1-Oct-28 $ 295,769.09
6911676 REDMOND WA 98052 SFD 7.000 6.250 $1,772.37 360 1-Oct-28 $ 266,181.63
6912587 BETHESDA MD 20817 SFD 6.750 6.250 $2,107.94 360 1-Sep-28 $ 324,438.80
6913864 REDMOND WA 98052 SFD 6.750 6.250 $2,456.89 360 1-Sep-28 $ 378,145.89
6914531 OAK PARK CA 91301 SFD 7.250 6.250 $2,597.05 360 1-Jul-28 $ 379,369.82
6914825 CAMARILLO CA 93010 SFD 7.000 6.250 $2,215.79 360 1-Jul-28 $ 331,948.38
6915003 PORTLAND OR 97201 LCO 7.000 6.250 $4,324.47 360 1-Sep-28 $ 648,931.29
6915398 SAN DIEGO CA 92130 SFD 7.250 6.250 $2,890.04 360 1-Oct-28 $ 423,319.51
6915686 CENTREVILLE VA 20121 SFD 6.875 6.250 $1,655.46 360 1-Oct-28 $ 251,788.29
6915814 DARNESTOWN MD 20874 SFD 7.000 6.250 $2,248.06 360 1-Nov-28 $ 337,900.00
6916228 LEESBURG VA 20175 PUD 6.750 6.250 $1,771.65 360 1-Oct-28 $ 272,914.82
6917549 PIEDMONT CA 94611 SFD 7.125 6.250 $3,688.61 360 1-Sep-28 $ 546,621.74
6919512 MINNETRISTA MN 55364 SFD 7.000 6.250 $2,891.75 360 1-Oct-28 $ 434,295.72
6920047 GERMANTOWN MD 20876 SFD 7.125 6.250 $1,908.98 360 1-Oct-28 $ 283,123.41
6920085 ROCKVILLE MD 20850 PUD 7.250 6.250 $1,995.37 360 1-Oct-28 $ 292,271.82
6920240 LA PALMA CA 90623 SFD 7.250 6.250 $2,198.61 360 1-Sep-28 $ 321,789.64
6920475 GERMANTOWN MD 20876 PUD 7.250 6.250 $2,140.33 360 1-Oct-28 $ 313,505.24
6927844 GERMANTOWN MD 20876 SFD 7.250 6.250 $1,796.17 360 1-Oct-28 $ 263,094.60
6941548 SAN JOSE CA 95121 SFD 7.375 6.250 $1,771.58 360 1-Oct-28 $ 256,304.83
6950938 ALBUQUERQUE NM 87111 SFD 7.375 6.250 $1,779.21 360 1-Oct-28 $ 257,407.98
6954377 WENHAM MA 01984 SFD 7.250 6.250 $2,251.18 360 1-Sep-28 $ 329,474.71
6956565 LOS ANGELES CA 90039 SFD 7.375 6.250 $1,864.82 360 1-Oct-28 $ 269,794.55
6960917 EDMONDS WA 98020 SFD 7.000 6.250 $2,049.13 360 1-Nov-28 $ 308,000.00
6961318 LITTLETON CO 80123 SFD 7.375 6.250 $1,795.76 360 1-Sep-28 $ 259,603.10
6968946 RICHMOND CA 94804 PUD 7.500 6.250 $2,069.67 360 1-Aug-28 $ 295,336.87
6969907 DURHAM NH 03824 SFD 7.875 6.250 $1,770.26 360 1-Aug-28 $ 243,552.96
6970518 MONTCLAIR NJ 07042 SFD 7.500 6.250 $1,743.14 360 1-Aug-28 $ 248,741.49
6971036 ELKHORN NE 68022 SFD 7.000 6.250 $2,006.55 360 1-Nov-28 $ 301,600.00
6971059 POWAY CA 92064 SFD 7.000 6.250 $1,953.33 360 1-Aug-28 $ 292,873.79
6971090 HICKORY HILLS IL 60457 SFD 7.625 6.250 $1,797.80 360 1-Aug-28 $ 237,347.52
6971924 DENVILLE NJ 07834 SFD 7.500 6.250 $2,027.72 360 1-Aug-28 $ 288,473.58
6974096 GILBERT AZ 85296 SFD 7.250 6.250 $1,617.01 360 1-Oct-28 $ 236,852.09
6975001 BEVERLY HILLS CA 90210 SFD 7.500 6.250 $6,992.15 360 1-Jul-28 $ 997,003.45
6975076 ENCINITAS CA 92024 SFD 7.250 6.250 $1,964.67 360 1-Nov-28 $ 288,000.00
6975758 EDINA MN 55424 SFD 7.000 6.250 $2,661.21 360 1-Aug-28 $ 398,939.55
6975974 BENICIA CA 94510 SFD 7.250 6.250 $1,980.36 360 1-Oct-28 $ 289,553.90
6977155 ENGLEWOOD NJ 07671 SFD 6.875 6.250 $3,416.03 360 1-Aug-28 $ 518,681.89
6978230 LITTLETON CO 80123 SFD 6.875 6.250 $3,606.54 360 1-Sep-28 $ 548,074.90
6981635 BENICIA CA 94510 SFD 7.125 6.250 $1,752.21 360 1-Oct-28 $ 259,873.02
6981645 BENICIA CA 94510 SFD 7.125 6.250 $1,891.26 360 1-Oct-28 $ 280,495.52
6983982 JACKSON WY 83001 SFD 7.375 6.250 $4,680.01 360 1-Nov-28 $ 677,600.00
6986349 PONTE VEDRA BEACH FL 32082 PUD 7.375 6.250 $3,323.53 360 1-Aug-28 $ 480,094.76
7001267 CARLSBAD CA 92009 SFD 7.125 6.250 $2,520.04 360 1-Oct-28 $ 373,670.92
7003378 MITCHELL SD 57301 SFD 7.500 6.250 $1,999.75 360 1-Oct-28 $ 285,787.75
7003568 POMPANO BEACH FL 33060 SFD 7.625 6.250 $1,798.68 360 1-Oct-28 $ 253,941.07
7004288 MARBLEHEAD MA 01945 SFD 7.000 6.250 $1,905.43 360 1-Aug-28 $ 285,691.60
7004309 HILLSDALE NJ 07646 SFD 7.250 6.250 $2,095.65 360 1-Nov-28 $ 307,200.00
7004741 PRINCETON NJ 08540 SFD 7.125 6.250 $3,031.73 360 1-Sep-28 $ 449,278.16
7010174 SAN CLEMENTE CA 92672 SFD 7.250 6.250 $1,823.12 360 1-Sep-28 $ 266,831.78
7010490 PLYMOUTH MN 55447 SFD 7.250 6.250 $2,062.90 360 1-Sep-28 $ 301,926.77
7014143 EL DORADO HILLS CA 95762 PUD 7.250 6.250 $1,739.55 360 1-Nov-28 $ 255,000.00
7016697 NORTH BEND WA 98045 SFD 7.125 6.250 $1,697.43 360 1-Oct-28 $ 251,748.52
7029468 EDEN PRAIRIE MN 55347 SFD 7.125 6.250 $3,126.05 360 1-Aug-28 $ 462,880.23
7029493 KILDEER IL 60047 PUD 7.125 6.250 $2,223.27 360 1-Oct-28 $ 329,736.11
7030682 BASALT CO 81621 SFD 7.000 6.250 $1,829.58 360 1-Oct-28 $ 274,774.59
7056835 OAK PARK CA 91301 SFD 7.250 6.250 $3,134.26 360 1-Oct-28 $ 459,091.58
7063765 SAN FRANCISCO CA 94123 LCO 7.125 6.250 $2,344.54 360 1-Sep-28 $ 347,441.77
7070105 OMAHA NE 68130 PUD 7.250 6.250 $1,961.26 360 1-Sep-28 $ 287,050.08
7072094 SAN JOSE CA 95122 SFD 7.500 6.250 $1,671.12 360 1-Sep-28 $ 237,984.34
7072618 SUNNYVALE CA 94087 LCO 7.125 6.250 $1,616.92 360 1-Sep-28 $ 239,615.02
7073189 TRABUCO CANYON CA 92679 SFD 7.625 6.250 $1,652.70 360 1-Sep-28 $ 233,160.92
7073426 SAN JOSE CA 95117 SFD 7.125 6.250 $1,940.31 360 1-Oct-28 $ 287,769.69
7076435 ALISO VIEJO CA 92656 SFD 7.625 6.250 $2,743.41 360 1-Oct-28 $ 387,230.84
7077158 CHEVY CHASE MD 20815 SFD 7.375 6.250 $2,072.03 360 1-Sep-28 $ 299,542.04
7077763 RENO NV 89511 SFD 7.000 6.250 $1,995.91 360 1-Aug-28 $ 299,257.96
7084054 GREAT FALLS VA 22066 SFD 7.750 6.250 $2,417.89 360 1-Aug-28 $ 336,780.77
7085740 CUMMING IA 50061 SFD 7.375 6.250 $3,622.59 360 1-Oct-28 $ 524,100.90
7086095 HOLLISTER CA 95023 SFD 7.250 6.250 $2,708.24 360 1-Sep-28 $ 396,378.73
7086526 WASHINGTON DC 20015 SFD 7.500 6.250 $2,136.80 360 1-Sep-28 $ 305,144.98
7088945 CLARENCE NY 14221 SFD 7.375 6.250 $2,106.56 360 1-Sep-28 $ 304,534.41
7090550 SANTA ANA CA 92705 SFD 7.250 6.250 $1,944.20 360 1-Oct-28 $ 284,777.68
7090775 SAN FRANCISCO CA 94124 SFD 7.750 6.250 $1,970.31 360 1-Sep-28 $ 274,635.53
7091426 TRES PINOS CA 95075 SFD 7.250 6.250 $3,083.44 360 1-Aug-28 $ 450,935.77
7091678 CASTRO VALLEY CA 94546 SFD 7.500 6.250 $1,653.99 360 1-Sep-28 $ 236,197.80
7092374 CHELMSFORD MA 01824 SFD 7.375 6.250 $2,237.79 360 1-Sep-28 $ 323,505.40
7093023 GILROY CA 95020 SFD 7.000 6.250 $1,834.59 360 1-Sep-28 $ 275,241.54
7093828 LOS ANGELES CA 90048 SFD 6.750 6.250 $1,880.93 360 1-Sep-28 $ 289,499.24
7094117 SAN FRANCISCO CA 94112 SFD 7.250 6.250 $2,537.70 360 1-Sep-28 $ 371,417.83
7094270 AIEA HI 96701 SFD 7.000 6.250 $2,844.17 360 1-Sep-28 $ 426,797.12
7099513 HUDSON CO 80642 SFD 7.375 6.250 $2,668.77 360 1-Oct-28 $ 386,105.98
7100610 FORT MYERS FL 33908 PUD 7.250 6.250 $2,327.93 360 1-Oct-28 $ 340,983.79
7101016 OCEAN CITY NJ 08226 LCO 7.500 6.250 $613.56 360 1-Nov-28 $ 87,750.00
7102495 SAN DIEGO CA 92109 LCO 7.625 6.250 $1,845.93 360 1-Aug-28 $ 260,230.11
7103892 REDMOND WA 98053 SFD 7.375 6.250 $2,014.35 360 1-Oct-28 $ 291,428.08
7104002 MOUNTAIN VIEW CA 94040 SFD 7.250 6.250 $3,383.59 360 1-Oct-28 $ 495,613.08
7105469 ARVADA CO 80007 SFD 7.000 6.250 $2,228.76 360 1-Sep-28 $ 334,449.21
7105593 ZION IL 60099 SFD 6.875 6.250 $1,816.05 360 1-Oct-28 $ 276,212.75
7108062 MARBLEHEAD MA 01945 SFD 7.375 6.250 $1,878.64 360 1-Sep-28 $ 271,584.78
7112187 ATLANTA GA 30327 SFD 7.250 6.250 $5,897.41 360 1-Sep-28 $ 863,147.15
7112987 CHAPPAQUA NY 10514 SFD 7.500 6.250 $1,995.28 300 1-Sep-23 $ 269,283.95
7113156 HERNDON VA 20171 SFD 7.000 6.250 $1,897.44 360 1-Oct-28 $ 284,966.23
7114207 MARBLEHEAD MA 01945 SFD 7.375 6.250 $4,005.92 360 1-Oct-28 $ 579,558.66
7114224 CHAPEL HILL NC 27514 SFD 7.250 6.250 $1,778.77 360 1-Oct-28 $ 260,546.59
7117117 FREMONT CA 94555 SFD 7.625 6.250 $2,123.38 360 1-Oct-28 $ 299,782.87
7117824 SAN JOSE CA 95111 SFD 7.625 6.250 $1,725.18 360 1-Aug-28 $ 243,208.40
7118975 DES MOINES IA 50312 SFD 7.375 6.250 $2,354.86 360 1-Oct-28 $ 340,690.56
7118978 STOCKTON CA 95209 SFD 7.375 6.250 $1,862.06 360 1-Sep-28 $ 269,188.46
7120938 ALBUQUERQUE NM 87111 SFD 7.000 6.250 $3,110.29 360 1-Sep-28 $ 466,731.35
7121490 HAMPTON TWP NJ 07860 SFD 7.750 6.250 $580.29 360 1-Oct-28 $ 80,942.83
7123282 MEDIA PA 19063 SFD 7.125 6.250 $2,721.82 360 1-Oct-28 $ 403,676.93
7123543 THOUSAND OAKS CA 91320 SFD 7.375 6.250 $1,692.15 360 1-Sep-28 $ 244,626.01
7124051 STAMFORD CT 06902 SFD 7.375 6.250 $6,305.86 360 1-Oct-28 $ 912,305.29
7124282 MENDHAM NJ 07945 SFD 7.375 6.250 $3,619.14 360 1-Sep-28 $ 523,062.26
7124645 AGOURA CA 91301 SFD 7.500 6.250 $1,664.13 360 1-Oct-28 $ 237,645.64
7124880 SAN MATEO CA 94402 SFD 7.375 6.250 $2,831.77 360 1-Oct-28 $ 409,688.02
7125883 DUBLIN CA 94568 SFD 7.125 6.250 $1,788.89 360 1-Oct-28 $ 265,312.66
7125984 WAYZATA MN 55391 PUD 6.875 6.250 $2,370.20 360 1-Nov-28 $ 360,800.00
7126497 VENTURA CA 93003 SFD 7.000 6.250 $1,916.07 360 1-Oct-28 $ 287,763.93
7126909 SEATTLE WA 98199 SFD 6.750 6.250 $1,796.62 360 1-Nov-28 $ 277,000.00
7129474 SANTA CLARA CA 95051 SFD 7.375 6.250 $2,548.59 360 1-Sep-28 $ 368,436.72
7130246 FREMONT CA 94539 PUD 7.000 6.250 $4,324.47 360 1-Oct-28 $ 649,467.20
7130603 SAN JOSE CA 95135 SFD 7.125 6.250 $3,244.63 360 1-Oct-28 $ 481,214.87
7130835 PORTLAND OR 97229 PUD 7.375 6.250 $2,590.03 360 1-Oct-28 $ 374,714.66
7132398 JACKSON TN 38305 SFD 7.000 6.250 $1,689.20 360 1-Sep-28 $ 253,482.55
7133562 NAPERVILLE IL 60563 SFD 7.500 6.250 $2,097.64 360 1-Oct-28 $ 299,777.36
7133933 KEYSTONE CO 80435 SFD 7.250 6.250 $2,155.68 360 1-Oct-28 $ 315,753.49
7134266 LA JOLLA CA 92037 SFD 6.500 6.233 $1,706.58 360 1-Oct-28 $ 269,755.92
7134831 CHANHASSEN MN 55317 SFD 7.250 6.250 $2,155.68 360 1-Oct-28 $ 315,753.49
7134874 LUCAS TX 75009 SFD 7.375 6.250 $2,868.86 360 1-Sep-28 $ 413,899.67
7137026 DANVILLE CA 94506 SFD 7.125 6.250 $3,099.11 360 1-Sep-28 $ 459,262.10
7137044 THOUSAND OAKS CA 91361 SFD 7.250 6.250 $2,387.62 360 1-Oct-28 $ 349,726.96
7137946 LA PALMA CA 90623 SFD 7.000 6.250 $2,103.02 360 1-Oct-28 $ 315,665.65
7138225 SAN FRANCISCO CA 94107 LCO 7.125 6.250 $2,432.46 360 1-Oct-28 $ 360,761.27
7139022 TAMPA FL 33647 SFD 6.500 6.233 $1,848.79 360 1-Oct-28 $ 292,234.58
7139365 WARREN NJ 07059 SFD 7.125 6.250 $2,021.16 360 1-Oct-28 $ 299,760.09
7142248 TIBURON CA 94920 SFD 6.875 6.250 $3,941.57 360 1-Oct-28 $ 599,495.93
7142912 NEWBURYPORT MA 01950 SFD 7.250 6.250 $1,975.96 360 1-Oct-28 $ 289,429.04
7144085 AVALON NJ 08202 SFD 7.375 6.250 $2,366.25 360 1-Sep-28 $ 342,077.02
7144360 LA PALMA CA 90623 PUD 6.875 6.250 $1,790.13 360 1-Oct-28 $ 272,271.07
7145828 BELLAIRE TX 77401 SFD 7.000 6.250 $2,062.44 360 1-Oct-28 $ 309,745.89
7145919 SAN MATEO CA 94402 SFD 7.375 6.250 $2,417.36 360 1-Sep-28 $ 349,465.72
7146610 ALBUQUERQUE NM 87111 PUD 6.875 6.250 $1,672.54 360 1-Oct-28 $ 254,386.11
7146685 WILSON WY 83014 SFD 7.375 6.250 $2,472.96 360 1-Sep-28 $ 357,503.44
7146693 SCOTTSDALE AZ 85258 PUD 7.375 6.250 $1,893.14 360 1-Sep-28 $ 273,480.97
7147315 VACAVILLE CA 95688 SFD 7.375 6.250 $2,001.23 360 1-Oct-28 $ 289,529.53
7148461 OVERLAND PARK KS 66221 PUD 7.250 6.250 $2,015.46 240 1-Oct-18 $ 254,525.17
7148648 RANDOLPH NJ 07869 SFD 7.375 6.250 $1,734.29 360 1-Oct-28 $ 250,908.93
7148704 MOUNT VERNON WA 98273 SFD 7.125 6.250 $1,798.83 360 1-Sep-28 $ 266,571.69
7148741 DENVER CO 80202 HCO 7.625 6.250 $1,907.50 360 1-Oct-28 $ 269,304.95
7149326 HANCOCK ME 04640 SFD 7.250 6.250 $2,051.99 360 1-Oct-28 $ 300,565.34
7149477 LOS GATOS CA 95030 SFD 6.750 6.250 $1,705.81 360 1-Oct-28 $ 262,773.57
7149590 HAWTHORNE NJ 07506 LCO 7.625 6.250 $452.99 360 1-Oct-28 $ 63,953.68
7149726 TIBURON CA 94920 SFD 7.125 6.250 $5,052.89 360 1-Oct-28 $ 749,400.24
7149867 LEESBURG VA 20176 SFD 7.250 6.250 $1,800.95 360 1-Oct-28 $ 263,794.05
7150520 EDINA MN 55424 SFD 7.625 6.250 $1,872.82 360 1-Oct-28 $ 264,408.49
7151198 PLEASANTVILLE NY 10570 SFD 7.125 6.250 $2,160.11 360 1-Nov-28 $ 320,625.00
7151717 SAN JOSE CA 95123 SFD 7.500 6.250 $2,307.41 360 1-Oct-28 $ 329,755.09
7151911 SAN FRANCISCO CA 94132 SFD 7.375 6.250 $2,935.37 360 1-Sep-28 $ 424,351.23
7152924 TROUTDALE OR 97060 SFD 7.000 6.250 $1,889.46 360 1-Oct-28 $ 283,672.74
7153376 SHOREVIEW MN 55126 SFD 7.500 6.250 $1,806.77 360 1-Oct-28 $ 258,208.23
7155176 EDWARDS CO 81632 PUD 7.125 6.250 $1,867.55 360 1-Oct-28 $ 276,978.33
7155262 SAN JOSE CA 95125 SFD 6.625 6.250 $3,649.77 360 1-Oct-28 $ 569,497.10
7161145 BELMONT CA 94002 SFD 7.375 6.250 $2,866.30 360 1-Sep-28 $ 414,366.50
7163699 MILTON MA 02186 SFD 6.875 6.250 $2,033.19 360 1-Oct-28 $ 309,239.99
7163838 MENLO PARK CA 94025 SFD 7.125 6.250 $2,519.71 360 1-Oct-28 $ 373,700.92
7164046 MURFREESBORO TN 37129 SFD 7.250 6.250 $1,577.26 360 1-Oct-28 $ 231,029.63
7164389 SAN MARTIN CA 95046 SFD 6.625 6.250 $3,595.99 360 1-Sep-28 $ 560,606.28
7164906 CAYUCOS CA 93430 SFD 7.250 6.250 $1,773.66 360 1-Oct-28 $ 259,797.17
7165410 EVERETT WA 98203 SFD 7.250 6.250 $3,619.63 360 1-Sep-28 $ 529,769.66
7165681 ARROYO GRANDE CA 93420 SFD 7.250 6.250 $2,251.18 360 1-Oct-28 $ 329,693.75
7166040 SAN JOSE CA 95111 SFD 7.250 6.250 $1,998.71 360 1-Oct-28 $ 292,761.44
7166693 STERLING VA 20165 SFD 7.500 6.250 $1,756.43 360 1-Oct-28 $ 251,013.57
7166810 FRANKLIN MI 48025 SFD 7.375 6.250 $2,065.12 360 1-Oct-28 $ 298,720.89
7167270 MESA AZ 85205 SFD 7.500 6.250 $2,038.21 360 1-Oct-28 $ 291,283.67
7169231 SNOHOMISH WA 98290 SFD 7.375 6.250 $1,781.25 360 1-Oct-28 $ 257,703.76
7169392 SIERRE MADRE CA 91024 SFD 6.875 6.250 $3,008.73 360 1-Nov-28 $ 458,000.00
7169738 SAN DIEGO CA 92120 SFD 7.000 6.250 $2,075.08 360 1-Oct-28 $ 311,644.34
7175383 SOUTH PASADENA CA 91030 SFD 7.125 6.250 $1,933.57 360 1-Oct-28 $ 286,770.49
7175429 SAN LUIS OBISPO CA 93401 SFD 7.250 6.250 $3,410.88 360 1-Oct-28 $ 499,609.95
7177158 OMAHA NE 68132 SFD 7.625 6.250 $2,165.85 360 1-Oct-28 $ 305,778.53
7177458 INDEPENDENCE MN 55359 SFD 7.125 6.250 $2,344.54 360 1-Oct-28 $ 347,721.71
7180564 WINCHESTER MA 01890 SFD 7.375 6.250 $2,486.43 360 1-Oct-28 $ 359,726.07
7180829 EL DORADO HILLS CA 95762 SFD 7.375 6.250 $1,866.20 360 1-Oct-28 $ 269,994.40
7181299 BOCA RATON FL 33434 SFD 7.125 6.250 $2,546.66 360 1-Oct-28 $ 377,697.72
7181963 GENEVA IL 60134 SFD 7.250 6.250 $2,046.53 360 1-Oct-28 $ 299,765.97
7181971 SAN DIEGO CA 92037 LCO 7.375 6.250 $4,468.67 360 1-Oct-28 $ 646,507.68
7182257 WOODBURY NY 11797 SFD 6.750 6.250 $2,205.23 360 1-Oct-28 $ 339,707.27
7182315 MILLBURN NJ 07078 SFD 7.125 6.250 $2,937.41 360 1-Oct-28 $ 435,651.34
7185141 SAN JOSE CA 95122 SFD 7.375 6.250 $1,595.46 360 1-Oct-28 $ 230,824.23
7187312 MT PROSPECT IL 60056 SFD 7.625 6.250 $1,061.69 360 1-Oct-28 $ 149,891.44
7187397 ARLINGTON VA 22205 SFD 7.000 6.250 $2,090.65 360 1-Oct-28 $ 313,982.42
7187741 CORVALLIS OR 97330 SFD 7.000 6.250 $2,419.37 360 1-Oct-28 $ 363,351.92
7187823 PALO ALTO CA 94303 LCO 7.125 6.250 $1,760.09 360 1-Nov-28 $ 261,250.00
7188410 VIENNA VA 22182 PUD 7.000 6.250 $1,836.23 360 1-Oct-28 $ 275,773.77
7188483 SANTA ANA CA 92705 SFD 7.125 6.250 $2,490.06 360 1-Oct-28 $ 369,304.44
7188682 HIGHLAND CA 92346 SFD 7.250 6.250 $1,633.13 360 1-Oct-28 $ 239,213.25
7188828 BELLINGHAM WA 98226 SFD 7.000 6.250 $2,120.65 360 1-Oct-28 $ 318,488.72
7189506 LITTLETON CO 80127 PUD 7.500 6.250 $1,223.63 360 1-Oct-28 $ 174,870.12
7189910 SHELBY TOWNSHIP MI 48315 SFD 7.500 6.250 $2,237.49 360 1-Oct-28 $ 319,762.51
7191380 HIGHLANDS RANCH CO 80126 PUD 7.250 6.250 $2,481.42 360 1-Oct-28 $ 363,466.24
7191604 WASHINGTON DC 20011 SFD 7.375 6.250 $1,902.12 360 1-Sep-28 $ 274,979.59
7191619 DENVER CO 80231 PUD 6.750 6.250 $2,659.25 360 1-Oct-28 $ 409,647.00
7192353 GLEN RIDGE NJ 07028 SFD 7.125 6.250 $2,748.77 360 1-Nov-28 $ 408,000.00
7194211 GREENSBORO NC 27455 SFD 7.000 6.250 $1,953.75 240 1-Oct-18 $ 251,516.25
7194608 EAGAN MN 55122 SFD 7.500 6.250 $2,475.22 360 1-Oct-28 $ 353,737.28
7194942 HENDERSON NV 89015 SFD 7.250 6.250 $1,688.39 360 1-Oct-28 $ 247,306.92
7195037 SAN CARLOS CA 94070 SFD 6.875 6.250 $1,806.55 360 1-Oct-28 $ 274,768.97
7195416 PROSPER TX 75078 SFD 7.500 6.250 $1,693.85 360 1-Oct-28 $ 242,070.21
7195428 WEST BLOOMFIELD MI 48324 SFD 7.500 6.250 $2,479.99 312 1-Oct-24 $ 339,645.01
7195544 OCEANSIDE CA 92057 PUD 7.375 6.250 $1,617.22 360 1-Oct-28 $ 233,857.83
7195657 WOODLAND MN 55391 SFD 7.125 6.250 $2,219.90 360 1-Oct-28 $ 329,236.51
7197206 PRIOR LAKE MN 55372 SFD 7.125 6.250 $2,694.87 360 1-Nov-28 $ 400,000.00
7197497 SAN JOSE CA 95128 SFD 7.125 6.250 $1,612.88 360 1-Oct-28 $ 239,208.56
7197758 SEATTLE WA 98105 SFD 7.375 6.250 $2,624.57 360 1-Oct-28 $ 379,710.85
7200187 WEST HOLLYWOOD CA 90069 HCO 7.000 6.250 $2,082.40 360 1-Oct-28 $ 312,743.43
7200860 MINNEAPOLIS MN 55416 SFD 7.250 6.250 $1,773.66 360 1-Oct-28 $ 259,797.17
7200877 WEST CHESTER PA 19380 PUD 6.875 6.250 $2,069.33 360 1-Oct-28 $ 314,735.36
7201696 NOVATO CA 94947 SFD 6.875 6.250 $1,629.18 360 1-Nov-28 $ 248,000.00
7202571 EAGAN MN 55122 SFD 7.250 6.250 $1,682.25 360 1-Oct-28 $ 246,407.63
7203083 FREMONT CA 94539 PUD 6.750 6.250 $4,167.89 360 1-Oct-28 $ 642,046.74
7203284 MCLEAN VA 22101 PUD 7.000 6.250 $1,937.36 360 1-Oct-28 $ 290,961.31
7204289 FLINTRIDGE AREA CA 91011 SFD 7.375 6.250 $2,085.84 360 1-Oct-28 $ 301,770.20
7204841 OMAHA NE 68135 SFD 7.250 6.250 $4,429.71 360 1-Oct-28 $ 648,843.45
7204943 MELBOURNE FL 32901 SFD 7.375 6.250 $1,864.82 360 1-Oct-28 $ 269,794.55
7205548 LAGUNA NIGUEL CA 92677 SFD 7.250 6.250 $4,420.50 360 1-Oct-28 $ 647,494.50
7205984 SANTA BARBARA CA 93105 SFD 7.375 6.250 $3,341.14 360 1-Oct-28 $ 483,381.91
7206628 TIBURON CA 94920 SFD 7.250 6.250 $4,413.68 360 1-Oct-28 $ 646,495.28
7206709 PARKER CO 80134 LCO 7.375 6.250 $2,471.93 360 1-Oct-28 $ 357,627.66
7206780 SNOWMASS VILLAGE CO 81615 LCO 7.500 6.250 $524.41 360 1-Oct-28 $ 74,944.34
7206879 CAMARILLO CA 93012 SFD 7.375 6.250 $2,154.22 360 1-Oct-28 $ 311,662.67
7206897 GREEN BAY WI 54313 SFD 7.625 6.250 $1,773.02 360 1-Oct-28 $ 250,318.70
7206975 STOCKTON CA 95219 PUD 7.000 6.250 $2,494.88 360 1-Oct-28 $ 374,692.62
7207089 EATONVILLE WA 98328 SFD 6.750 6.250 $1,767.75 360 1-Oct-28 $ 272,315.34
7207444 DANA POINT CA 92629 SFD 7.250 6.250 $1,954.09 360 1-Oct-28 $ 286,226.55
7208192 HERCULES CA 94547 SFD 7.375 6.250 $1,870.00 360 1-Oct-28 $ 270,543.98
7208989 CAMARILLO CA 93012 SFD 6.875 6.250 $2,611.95 360 1-Nov-28 $ 397,600.00
7209087 LITTLETON CO 80127 SFD 7.250 6.250 $1,790.71 360 1-Oct-28 $ 262,295.23
7210518 SAN JOSE CA 95148 SFD 7.125 6.250 $1,896.52 360 1-Oct-28 $ 281,274.89
7212782 VIRGINIA BEACH VA 23452 SFD 7.125 6.250 $1,819.04 360 1-Oct-28 $ 269,784.09
7213198 DEL MAR CA 92014 SFD 7.250 6.250 $3,110.72 360 1-Oct-28 $ 455,644.28
7213411 CLACKAMAS OR 97015 PUD 7.250 6.250 $2,145.44 360 1-Nov-28 $ 314,500.00
7213723 GILBERT AZ 85296 SFD 7.125 6.250 $1,740.89 360 1-Oct-28 $ 258,193.36
7213740 CHARLOTTE NC 28207 SFD 7.250 6.250 $2,678.22 360 1-Oct-28 $ 392,293.74
7213831 SONOMA CA 95476 SFD 7.125 6.250 $3,857.04 360 1-Oct-28 $ 572,042.18
7213971 GURNEE IL 60031 SFD 7.375 6.250 $1,954.61 360 1-Oct-28 $ 282,784.66
7214173 PORTLAND OR 97229 SFD 7.375 6.250 $1,835.12 360 1-Oct-28 $ 265,497.83
7214461 TRUMBULL CT 06611 SFD 7.250 6.250 $1,671.33 360 1-Oct-28 $ 244,808.88
7214983 SAN LUIS OBISPO CA 93401 SFD 7.125 6.250 $2,112.78 360 1-Oct-28 $ 313,349.22
7216215 SCOTTSDALE AZ 85253 SFD 7.500 6.250 $2,737.42 360 1-Oct-28 $ 391,209.42
7216337 SAN RAMON CA 94583 SFD 7.000 6.250 $2,468.27 360 1-Oct-28 $ 370,695.90
7218600 PARK CITY UT 84098 LCO 7.125 6.250 $1,600.33 360 1-Nov-28 $ 237,537.00
7221441 BOGART GA 30622 SFD 7.000 6.250 $2,360.49 360 1-Oct-28 $ 354,509.18
7224215 CHICAGO IL 60625 SFD 7.500 6.250 $1,664.13 360 1-Nov-28 $ 238,000.00
7224230 MIDDLETOWN NJ 07748 SFD 7.500 6.250 $2,726.94 360 1-Nov-28 $ 390,000.00
7224387 BURBANK CA 91504 SFD 7.000 6.250 $1,563.46 360 1-Oct-28 $ 234,807.37
7224509 MUKWONAGO WI 53149 SFD 7.000 6.250 $3,965.20 360 1-Oct-28 $ 595,511.47
7225079 SAN FRANCISCO CA 94114 SFD 7.000 6.250 $1,696.52 360 1-Oct-28 $ 254,790.98
7225240 MAMMOTH LAKES CA 93546 LCO 7.250 6.250 $2,023.68 360 1-Oct-28 $ 296,418.58
7225442 RENO NV 89509 SFD 7.375 6.250 $2,072.03 360 1-Oct-28 $ 299,738.94
7226464 CHARLOTTE NC 28226 SFD 7.000 6.250 $2,228.76 360 1-Nov-28 $ 335,000.00
7226565 HOLLISTER CA 95023 SFD 7.000 6.250 $1,825.59 360 1-Oct-28 $ 274,175.08
7227447 SAN DIEGO CA 92128 SFD 7.500 6.250 $1,777.75 360 1-Oct-28 $ 254,061.31
7227984 BOTHELL WA 98021 SFD 7.000 6.250 $1,597.72 360 1-Oct-28 $ 239,750.87
7228178 NEWPORT BEACH CA 92663 PUD 7.250 6.250 $1,930.56 360 1-Oct-28 $ 282,779.23
7229537 FRANKTOWN CO 80116 SFD 7.125 6.250 $2,088.53 360 1-Oct-28 $ 309,752.10
7231667 SAN RAMON CA 94583 PUD 6.875 6.250 $1,710.64 360 1-Oct-28 $ 260,181.24
7231711 EAGAN MN 55123 SFD 7.375 6.250 $1,968.42 360 1-Oct-28 $ 284,684.79
7231894 WESTMINSTER CO 80234 SFD 7.625 6.250 $1,248.55 360 1-Oct-28 $ 176,272.33
7232986 SAN FRANCISCO CA 94116 SFD 7.250 6.250 $2,271.65 360 1-Oct-28 $ 332,711.88
7234118 LOS ANGELES CA 90026 SFD 7.375 6.250 $2,051.31 360 1-Nov-28 $ 297,000.00
7236424 TACOMA WA 98422 SFD 7.125 6.250 $1,632.42 360 1-Oct-28 $ 242,106.24
7238038 LIVERMORE CA 94550 SFD 6.750 6.250 $2,847.31 360 1-Oct-28 $ 438,616.03
7238197 RIDGEWOOD NJ 07450 SFD 7.125 6.250 $2,155.90 360 1-Oct-28 $ 319,744.10
7238919 ALPHARETTA GA 30004 PUD 7.250 6.250 $2,097.69 360 1-Nov-28 $ 307,500.00
7247476 PARADISE VALLEY AZ 85253 SFD 7.125 6.250 $2,387.66 360 1-Oct-28 $ 354,116.59
7251037 SNOHOMISH WA 98290 SFD 6.875 6.250 $1,586.48 360 1-Nov-28 $ 241,500.00
7251069 PLEASANTON CA 94566 SFD 7.250 6.250 $1,916.92 360 1-Nov-28 $ 281,000.00
7257360 PARADISE VALLEY AZ 85253 SFD 7.000 6.250 $3,169.79 360 1-Oct-28 $ 476,053.47
7257404 COMMERCE TWP MI 48382 SFD 7.125 6.250 $2,112.11 360 1-Oct-28 $ 313,249.30
7258604 CHARLOTTE NC 28210 PUD 7.125 6.250 $1,965.24 360 1-Nov-28 $ 291,700.00
7258793 ALPHARETTA GA 30202 PUD 7.000 6.250 $2,868.61 240 1-Oct-18 $ 369,289.72
7259141 PARK CITY UT 84060 PUD 7.125 6.250 $2,250.22 360 1-Oct-28 $ 333,732.91
7259240 YUCAIPA CA 92399 SFD 7.125 6.250 $1,657.35 360 1-Nov-28 $ 246,000.00
7276735 BOWIE MD 20715 PUD 7.625 6.250 $1,838.49 360 1-Oct-28 $ 259,562.00
7278654 ARLINGTON VA 22202 LCO 7.375 6.250 $1,705.28 360 1-Oct-28 $ 246,712.13
7279007 SAN FRANCISCO CA 94118 SFD 7.250 6.250 $1,814.59 360 1-Oct-28 $ 265,792.49
7279913 DAVIS CA 95616 SFD 7.250 6.250 $2,455.83 360 1-Oct-28 $ 359,719.17
7280128 REDWOOD CITY CA 94062 SFD 7.250 6.250 $5,718.00 360 1-Oct-28 $ 837,546.13
7281451 VALLEJO CA 94591 SFD 7.000 6.250 $1,329.39 360 1-Oct-28 $ 199,654.21
7281679 MAMMOTH LAKES CA 93546 SFD 7.125 6.250 $2,196.32 360 1-Nov-28 $ 326,000.00
7283995 BOULDER CO 80304 SFD 7.375 6.250 $2,700.54 360 1-Oct-28 $ 390,702.48
7284925 ISSAQUAH WA 98029 PUD 7.125 6.250 $2,597.86 360 1-Oct-28 $ 385,291.64
7285532 DENVER CO 80206 SFD 7.125 6.250 $1,792.09 360 1-Nov-28 $ 266,000.00
7290266 HILLSBOROUGH CA 94011 SFD 7.125 6.250 $4,379.17 360 1-Oct-28 $ 649,480.21
7292261 ELK GROVE CA 95758 SFD 7.125 6.250 $2,512.76 360 1-Nov-28 $ 372,969.00
7302737 FALLS CHURCH VA 22041 SFD 6.875 6.250 $1,934.66 360 1-Nov-28 $ 294,500.00
7322331 FAIRFAX STATION VA 22039 SFD 6.750 6.250 $1,930.23 360 1-Oct-28 $ 297,343.77
7343744 PAONIA CO 81428 SFD 7.000 6.250 $2,701.13 360 1-Nov-28 $ 406,000.00
7344089 ATLANTA GA 30309 HCO 6.875 6.250 $2,143.23 360 1-Nov-28 $ 326,250.00
$322,556,238.45
</TABLE>
<TABLE>
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- -------- ------ --------- ---------- -------- ----------- ----------- -----------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ------ --------- ---------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
4719077 80.00 0.250 0.017 0.733
4735946 73.46 0.250 0.017 0.608
4750148 68.85 0.250 0.017 0.358
4761278 79.14 0.250 0.017 1.233
4764801 78.92 0.250 0.017 0.608
4766743 90.00 06 0.250 0.017 1.233
4771637 80.00 0.250 0.017 0.483
4771925 94.59 06 0.250 0.017 1.233
4786539 80.00 0.250 0.017 0.108
4787300 90.00 11 0.250 0.017 1.233
4790490 94.99 17 0.250 0.017 0.233
4791732 85.44 01 0.250 0.017 0.858
4795752 75.00 0.250 0.017 1.358
4800357 93.01 11 0.250 0.017 1.358
4801404 66.49 0.250 0.017 0.483
4802680 80.00 0.250 0.017 0.358
4811665 63.79 0.250 0.017 0.983
4813696 64.00 0.250 0.017 0.000
4815383 66.67 0.250 0.017 0.733
4817062 80.00 0.250 0.017 0.733
4818002 90.00 11 0.250 0.017 0.733
4818003 80.00 0.250 0.017 0.483
4819519 33.33 0.250 0.017 0.608
4822209 54.17 0.250 0.017 0.858
4822544 80.00 0.250 0.017 0.733
4824121 78.04 0.250 0.017 0.733
4824716 78.00 0.250 0.017 0.733
4826036 64.95 0.250 0.017 0.733
4827690 85.00 17 0.250 0.017 0.358
4829803 90.00 01 0.250 0.017 0.858
4830317 89.87 11 0.250 0.017 0.883
4830345 95.00 17 0.250 0.017 1.108
4831119 75.00 0.250 0.017 0.858
4832108 66.48 0.250 0.017 0.733
4832240 94.99 13 0.250 0.017 1.108
4832569 64.62 0.250 0.017 0.733
4832582 48.31 0.250 0.017 0.358
4834250 94.99 17 0.250 0.017 0.983
4835490 61.58 0.250 0.017 0.608
4835876 95.00 06 0.250 0.017 0.608
4838373 74.75 0.250 0.017 0.983
4839400 64.44 0.250 0.017 0.483
4839412 77.91 0.250 0.017 0.858
4840248 62.50 0.250 0.017 0.483
4841345 63.95 0.250 0.017 0.358
4841751 54.55 0.250 0.017 0.608
4842036 57.55 0.250 0.017 0.608
4842063 89.86 12 0.250 0.017 0.983
4842792 66.42 0.250 0.017 0.608
4842814 62.88 0.250 0.017 0.733
4843135 52.15 0.250 0.017 0.733
4844046 80.00 0.250 0.017 0.733
4844064 70.00 0.250 0.017 0.608
4844539 64.26 0.250 0.017 0.733
4844837 66.67 0.250 0.017 1.108
4845130 68.44 0.250 0.017 0.483
4845206 80.00 0.250 0.017 0.983
4845403 89.90 17 0.250 0.017 0.858
4845714 80.00 0.250 0.017 0.733
4847207 79.86 0.250 0.017 0.483
4848133 78.41 0.250 0.017 1.233
4848713 50.00 0.250 0.017 0.983
4849048 80.00 0.250 0.017 0.358
4850127 45.25 0.250 0.017 1.233
4850741 58.33 0.250 0.017 0.483
4850920 66.88 0.250 0.017 0.233
4851397 66.27 0.250 0.017 0.483
4851779 83.75 01 0.250 0.017 0.733
4852055 75.00 0.250 0.017 0.733
4852635 80.00 0.250 0.017 0.858
4853001 72.46 0.250 0.017 0.983
4853118 77.42 0.250 0.017 0.983
4853587 43.52 0.250 0.017 0.733
4853654 65.25 0.250 0.017 0.858
4853866 80.00 0.250 0.017 0.858
4854007 79.95 0.250 0.017 0.983
4854368 54.26 0.250 0.017 0.858
4854963 80.00 0.250 0.017 0.858
4855015 80.00 0.250 0.017 0.733
4855693 70.00 0.250 0.017 0.608
4855816 75.96 0.250 0.017 0.358
4855956 66.79 0.250 0.017 0.483
4856292 80.00 0.250 0.017 0.733
4856521 79.14 GD 4YR 0.250 0.017 0.608
4857303 80.00 0.250 0.017 0.483
4857321 62.90 0.250 0.017 0.483
4857975 69.40 0.250 0.017 0.608
4858443 70.57 0.250 0.017 0.358
4858610 90.00 33 0.250 0.017 0.608
4858873 75.00 0.250 0.017 0.733
4859741 68.57 0.250 0.017 0.983
4859963 80.00 0.250 0.017 0.733
4859987 69.77 0.250 0.017 0.983
4860252 79.94 0.250 0.017 0.733
4860282 69.77 0.250 0.017 0.858
4861323 31.37 0.250 0.017 0.733
4861374 90.00 17 0.250 0.017 1.108
4861475 75.00 0.250 0.017 0.983
4861490 73.33 0.250 0.017 0.983
4861606 86.57 17 0.250 0.017 0.983
4861659 51.43 0.250 0.017 0.733
4861678 79.87 0.250 0.017 0.483
4861765 86.37 12 0.250 0.017 0.983
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4862099 80.00 0.250 0.017 0.858
4862264 80.00 0.250 0.017 0.733
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4864208 75.00 0.250 0.017 0.483
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4873520 72.35 0.250 0.017 0.733
4873525 75.69 0.250 0.017 0.858
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4873671 80.00 0.250 0.017 0.733
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4875198 78.70 0.250 0.017 1.108
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4876540 79.94 0.250 0.017 1.108
4876575 67.11 0.250 0.017 0.608
4876592 75.37 0.250 0.017 0.608
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4878569 80.00 0.250 0.017 0.358
4878639 46.11 0.250 0.017 0.733
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4881342 65.52 0.250 0.017 0.983
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4882311 74.43 0.250 0.017 0.858
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4882382 56.18 0.250 0.017 0.858
4882477 87.83 33 0.250 0.017 1.108
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4882520 76.60 0.250 0.017 0.608
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4882835 80.00 0.250 0.017 0.858
4882854 62.53 0.250 0.017 0.483
4882937 69.77 0.250 0.017 1.108
4883178 80.00 0.250 0.017 0.733
4883206 41.85 0.250 0.017 0.483
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4883228 80.00 0.250 0.017 0.483
4883251 73.47 0.250 0.017 0.608
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4883413 79.58 0.250 0.017 0.608
4883507 87.99 13 0.250 0.017 0.983
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4884410 65.00 0.250 0.017 0.483
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4902463 57.85 0.250 0.017 0.733
4902491 72.57 0.250 0.017 0.358
4902529 72.29 0.250 0.017 0.483
4902588 58.86 0.250 0.017 0.858
4902611 69.11 0.250 0.017 0.733
4902624 74.32 0.250 0.017 0.733
4902638 79.29 0.250 0.017 0.483
4902676 75.38 0.250 0.017 0.733
4902679 73.46 0.250 0.017 0.608
4902727 80.00 0.250 0.017 0.733
4902753 76.52 0.250 0.017 0.733
4903048 71.08 0.250 0.017 0.608
4903054 67.42 0.250 0.017 0.858
4903076 85.00 13 0.250 0.017 0.733
4903093 69.84 0.250 0.017 0.858
4903172 74.15 0.250 0.017 0.733
4903182 76.57 0.250 0.017 0.608
4903199 74.16 0.250 0.017 0.483
4903457 89.98 17 0.250 0.017 0.733
4903470 75.00 0.250 0.017 0.733
4903593 79.95 0.250 0.017 0.483
4903735 79.98 0.250 0.017 0.483
4903749 63.75 0.250 0.017 0.483
4903934 89.88 01 0.250 0.017 0.733
4903956 75.00 0.250 0.017 0.358
4903994 52.38 0.250 0.017 0.358
4903996 79.18 0.250 0.017 0.483
4904057 68.31 0.250 0.017 0.483
4904132 78.57 0.250 0.017 0.358
4904737 58.67 0.250 0.017 0.608
6474401 74.93 0.250 0.017 0.358
6562794 62.10 0.250 0.017 0.358
6568120 79.82 0.250 0.017 0.858
6582607 80.00 0.250 0.017 0.483
6594699 80.00 0.250 0.017 0.733
6619141 74.41 0.250 0.017 0.733
6620202 80.00 0.250 0.017 0.608
6620557 79.98 0.250 0.017 0.858
6623180 76.92 0.250 0.017 0.608
6631216 80.00 0.250 0.017 0.733
6649618 77.76 0.250 0.017 0.608
6689048 80.00 0.250 0.017 0.858
6700877 75.00 0.250 0.017 0.733
6702747 80.00 0.250 0.017 0.983
6704734 62.70 0.250 0.017 0.483
6707404 79.30 0.250 0.017 0.608
6724369 84.88 17 0.250 0.017 0.358
6725736 95.00 06 0.250 0.017 0.733
6741350 79.46 0.250 0.017 0.858
6744092 80.00 0.250 0.017 0.733
6753744 80.00 0.250 0.017 1.108
6758127 78.70 0.250 0.017 0.733
6763626 95.00 33 0.250 0.017 0.608
6767965 68.97 0.250 0.017 0.483
6772759 80.03 17 0.250 0.017 0.483
6773853 80.00 0.250 0.017 0.483
6776012 66.91 0.250 0.017 0.483
6788547 79.98 0.250 0.017 0.733
6792267 90.00 11 0.250 0.017 0.733
6797042 79.94 0.250 0.017 0.483
6797158 80.00 0.250 0.017 1.108
6805799 80.00 0.250 0.017 0.983
6809181 79.98 0.250 0.017 0.733
6810698 89.98 06 0.250 0.017 0.733
6815996 80.00 0.250 0.017 0.983
6821652 79.99 0.250 0.017 0.483
6823393 80.00 0.250 0.017 0.608
6824902 90.00 17 0.250 0.017 0.733
6863913 79.28 0.250 0.017 0.733
6864328 94.98 17 0.250 0.017 1.108
6867244 79.99 0.250 0.017 0.608
6869651 67.44 0.250 0.017 0.483
6870946 74.54 0.250 0.017 0.983
6871235 60.61 0.250 0.017 0.858
6878468 79.99 0.250 0.017 0.483
6879091 72.45 0.250 0.017 0.483
6879210 79.20 0.250 0.017 0.608
6896098 80.00 0.250 0.017 0.483
6896301 79.99 0.250 0.017 0.733
6896483 79.99 0.250 0.017 0.483
6896826 79.99 0.250 0.017 0.233
6896905 95.00 06 0.250 0.017 0.858
6897200 95.00 17 0.250 0.017 1.233
6898501 75.00 0.250 0.017 0.858
6899400 71.42 0.250 0.017 0.733
6899836 79.92 0.250 0.017 0.733
6900786 79.99 0.250 0.017 0.233
6902640 85.00 01 0.250 0.017 0.858
6903841 79.99 0.250 0.017 0.733
6905286 90.00 01 0.250 0.017 0.733
6905499 57.89 0.250 0.017 0.733
6906039 80.00 0.250 0.017 0.733
6911676 60.00 0.250 0.017 0.483
6912587 62.62 0.250 0.017 0.233
6913864 80.00 0.250 0.017 0.233
6914531 79.99 0.250 0.017 0.733
6914825 89.99 12 0.250 0.017 0.483
6915003 68.42 0.250 0.017 0.483
6915398 75.00 0.250 0.017 0.733
6915686 80.00 0.250 0.017 0.358
6915814 79.98 0.250 0.017 0.483
6916228 80.00 0.250 0.017 0.233
6917549 69.75 0.250 0.017 0.608
6919512 80.00 0.250 0.017 0.483
6920047 80.00 0.250 0.017 0.608
6920085 79.99 0.250 0.017 0.733
6920240 88.03 11 0.250 0.017 0.733
6920475 79.96 0.250 0.017 0.733
6927844 80.00 0.250 0.017 0.733
6941548 84.10 17 0.250 0.017 0.858
6950938 95.00 11 0.250 0.017 0.858
6954377 66.94 0.250 0.017 0.733
6956565 90.00 06 0.250 0.017 0.858
6960917 80.00 0.250 0.017 0.483
6961318 80.00 0.250 0.017 0.858
6968946 77.89 0.250 0.017 0.983
6969907 95.00 17 0.250 0.017 1.358
6970518 90.00 01 0.250 0.017 0.983
6971036 80.00 0.250 0.017 0.483
6971059 80.00 0.250 0.017 0.483
6971090 84.67 17 0.250 0.017 1.108
6971924 55.24 0.250 0.017 0.983
6974096 95.00 17 0.250 0.017 0.733
6975001 53.33 0.250 0.017 0.983
6975076 80.00 0.250 0.017 0.733
6975758 78.43 0.250 0.017 0.483
6975974 79.99 0.250 0.017 0.733
6977155 80.00 0.250 0.017 0.358
6978230 64.66 0.250 0.017 0.358
6981635 80.00 0.250 0.017 0.608
6981645 80.00 0.250 0.017 0.608
6983982 70.00 0.250 0.017 0.858
6986349 78.24 0.250 0.017 0.858
7001267 79.99 0.250 0.017 0.608
7003378 71.50 0.250 0.017 0.983
7003568 95.00 12 0.250 0.017 1.108
7004288 84.99 01 0.250 0.017 0.483
7004309 80.00 0.250 0.017 0.733
7004741 58.08 0.250 0.017 0.608
7010174 62.15 0.250 0.017 0.733
7010490 80.00 0.250 0.017 0.733
7014143 79.98 0.250 0.017 0.733
7016697 90.00 06 0.250 0.017 0.608
7029468 80.00 0.250 0.017 0.608
7029493 58.49 0.250 0.017 0.608
7030682 71.43 0.250 0.017 0.483
7056835 79.99 0.250 0.017 0.733
7063765 61.59 0.250 0.017 0.608
7070105 79.57 0.250 0.017 0.733
7072094 80.00 0.250 0.017 0.983
7072618 80.00 0.250 0.017 0.608
7073189 65.77 0.250 0.017 1.108
7073426 80.00 0.250 0.017 0.608
7076435 90.00 12 0.250 0.017 1.108
7077158 40.00 0.250 0.017 0.858
7077763 65.79 0.250 0.017 0.483
7084054 75.00 0.250 0.017 1.233
7085740 79.59 0.250 0.017 0.858
7086095 52.62 0.250 0.017 0.733
7086526 80.00 0.250 0.017 0.983
7088945 87.14 33 0.250 0.017 0.858
7090550 78.08 0.250 0.017 0.733
7090775 95.00 24 0.250 0.017 1.233
7091426 80.00 0.250 0.017 0.733
7091678 95.00 11 0.250 0.017 0.983
7092374 80.00 0.250 0.017 0.858
7093023 80.00 0.250 0.017 0.483
7093828 63.74 0.250 0.017 0.233
7094117 80.00 0.250 0.017 0.733
7094270 75.00 0.250 0.017 0.483
7099513 80.00 0.250 0.017 0.858
7100610 75.00 0.250 0.017 0.733
7101016 75.00 0.250 0.017 0.983
7102495 80.00 0.250 0.017 1.108
7103892 95.00 06 0.250 0.017 0.858
7104002 80.00 0.250 0.017 0.733
7105469 63.21 0.250 0.017 0.483
7105593 64.59 0.250 0.017 0.358
7108062 89.98 11 0.250 0.017 0.858
7112187 65.00 0.250 0.017 0.733
7112987 76.06 0.250 0.017 0.983
7113156 80.00 0.250 0.017 0.483
7114207 52.73 0.250 0.017 0.858
7114224 61.35 0.250 0.017 0.733
7117117 94.64 17 0.250 0.017 1.108
7117824 95.00 24 0.250 0.017 1.108
7118975 79.11 0.250 0.017 0.858
7118978 80.00 0.250 0.017 0.858
7120938 85.00 13 0.250 0.017 0.483
7121490 63.78 0.250 0.017 1.233
7123282 51.14 0.250 0.017 0.608
7123543 76.56 0.250 0.017 0.858
7124051 73.04 0.250 0.017 0.858
7124282 80.00 0.250 0.017 0.858
7124645 89.81 17 0.250 0.017 0.983
7124880 62.60 0.250 0.017 0.858
7125883 95.00 24 0.250 0.017 0.608
7125984 80.00 0.250 0.017 0.358
7126497 78.90 0.250 0.017 0.483
7126909 57.71 0.250 0.017 0.233
7129474 75.00 0.250 0.017 0.858
7130246 76.28 0.250 0.017 0.483
7130603 80.00 0.250 0.017 0.608
7130835 73.53 0.250 0.017 0.858
7132398 79.10 0.250 0.017 0.483
7133562 92.88 17 0.250 0.017 0.983
7133933 80.00 0.250 0.017 0.733
7134266 56.25 0.250 0.017 0.000
7134831 80.00 0.250 0.017 0.733
7134874 65.41 0.250 0.017 0.858
7137026 80.00 0.250 0.017 0.608
7137044 48.61 0.250 0.017 0.733
7137946 79.99 0.250 0.017 0.483
7138225 73.68 0.250 0.017 0.608
7139022 90.00 33 0.250 0.017 0.000
7139365 42.05 0.250 0.017 0.608
7142248 50.21 0.250 0.017 0.358
7142912 95.00 12 0.250 0.017 0.733
7144085 69.92 0.250 0.017 0.858
7144360 64.46 0.250 0.017 0.358
7145828 84.93 33 0.250 0.017 0.483
7145919 40.28 0.250 0.017 0.858
7146610 95.00 13 0.250 0.017 0.358
7146685 70.00 0.250 0.017 0.858
7146693 68.53 0.250 0.017 0.858
7147315 95.00 24 0.250 0.017 0.858
7148461 78.46 0.250 0.017 0.733
7148648 90.00 06 0.250 0.017 0.858
7148704 69.71 0.250 0.017 0.608
7148741 70.00 0.250 0.017 1.108
7149326 80.00 0.250 0.017 0.733
7149477 60.18 0.250 0.017 0.233
7149590 48.30 0.250 0.017 1.108
7149726 28.85 0.250 0.017 0.608
7149867 80.00 0.250 0.017 0.733
7150520 90.00 06 0.250 0.017 1.108
7151198 75.00 0.250 0.017 0.608
7151717 86.84 11 0.250 0.017 0.983
7151911 63.91 0.250 0.017 0.858
7152924 80.00 0.250 0.017 0.483
7153376 95.00 06 0.250 0.017 0.983
7155176 61.06 0.250 0.017 0.608
7155262 69.94 0.250 0.017 0.108
7161145 79.81 0.250 0.017 0.858
7163699 61.78 0.250 0.017 0.358
7163838 68.00 0.250 0.017 0.608
7164046 90.00 33 0.250 0.017 0.733
7164389 80.00 0.250 0.017 0.108
7164906 80.00 0.250 0.017 0.733
7165410 70.00 0.250 0.017 0.733
7165681 74.16 0.250 0.017 0.733
7166040 94.82 11 0.250 0.017 0.733
7166693 80.00 0.250 0.017 0.983
7166810 66.44 0.250 0.017 0.858
7167270 71.62 0.250 0.017 0.983
7169231 76.99 0.250 0.017 0.858
7169392 65.43 0.250 0.017 0.358
7169738 79.99 0.250 0.017 0.483
7175383 89.97 24 0.250 0.017 0.608
7175429 59.88 0.250 0.017 0.733
7177158 64.42 0.250 0.017 1.108
7177458 68.91 0.250 0.017 0.608
7180564 90.00 33 0.250 0.017 0.858
7180829 94.99 17 0.250 0.017 0.858
7181299 75.00 0.250 0.017 0.608
7181963 72.29 0.250 0.017 0.733
7181971 56.26 0.250 0.017 0.858
7182257 58.62 0.250 0.017 0.233
7182315 62.29 0.250 0.017 0.608
7185141 77.00 0.250 0.017 0.858
7187312 73.17 0.250 0.017 1.108
7187397 80.00 0.250 0.017 0.483
7187741 70.00 0.250 0.017 0.483
7187823 95.00 11 0.250 0.017 0.608
7188410 80.00 0.250 0.017 0.483
7188483 80.00 0.250 0.017 0.608
7188682 90.00 17 0.250 0.017 0.733
7188828 75.00 0.250 0.017 0.483
7189506 66.04 0.250 0.017 0.983
7189910 88.89 11 0.250 0.017 0.983
7191380 75.00 0.250 0.017 0.733
7191604 90.00 11 0.250 0.017 0.858
7191619 49.70 0.250 0.017 0.233
7192353 80.00 0.250 0.017 0.608
7194211 80.00 0.250 0.017 0.483
7194608 75.00 0.250 0.017 0.983
7194942 75.00 0.250 0.017 0.733
7195037 64.10 0.250 0.017 0.358
7195416 95.00 24 0.250 0.017 0.983
7195428 69.39 0.250 0.017 0.983
7195544 94.99 17 0.250 0.017 0.858
7195657 68.65 0.250 0.017 0.608
7197206 74.42 0.250 0.017 0.608
7197497 95.00 11 0.250 0.017 0.608
7197758 63.33 0.250 0.017 0.858
7200187 74.52 0.250 0.017 0.483
7200860 56.52 0.250 0.017 0.733
7200877 63.23 0.250 0.017 0.358
7201696 80.00 0.250 0.017 0.358
7202571 90.00 06 0.250 0.017 0.733
7203083 70.00 0.250 0.017 0.233
7203284 80.00 0.250 0.017 0.483
7204289 79.47 0.250 0.017 0.858
7204841 72.15 0.250 0.017 0.733
7204943 71.05 0.250 0.017 0.858
7205548 64.80 0.250 0.017 0.733
7205984 75.00 0.250 0.017 0.858
7206628 61.04 0.250 0.017 0.733
7206709 81.34 33 0.250 0.017 0.858
7206780 30.00 0.250 0.017 0.983
7206879 59.98 0.250 0.017 0.858
7206897 88.83 17 0.250 0.017 1.108
7206975 75.45 0.250 0.017 0.483
7207089 61.94 0.250 0.017 0.233
7207444 67.64 0.250 0.017 0.733
7208192 95.00 01 0.250 0.017 0.858
7208989 69.15 0.250 0.017 0.358
7209087 70.00 0.250 0.017 0.733
7210518 62.56 0.250 0.017 0.608
7212782 90.00 06 0.250 0.017 0.608
7213198 46.53 0.250 0.017 0.733
7213411 77.27 0.250 0.017 0.733
7213723 95.00 01 0.250 0.017 0.608
7213740 31.41 0.250 0.017 0.733
7213831 65.62 0.250 0.017 0.608
7213971 84.48 17 0.250 0.017 0.858
7214173 46.21 0.250 0.017 0.858
7214461 79.03 0.250 0.017 0.733
7214983 80.00 0.250 0.017 0.608
7216215 90.00 06 0.250 0.017 0.983
7216337 74.20 0.250 0.017 0.483
7218600 90.00 13 0.250 0.017 0.608
7221441 78.84 0.250 0.017 0.483
7224215 63.47 0.250 0.017 0.983
7224230 75.00 0.250 0.017 0.983
7224387 79.93 0.250 0.017 0.483
7224509 68.11 0.250 0.017 0.483
7225079 48.57 0.250 0.017 0.483
7225240 84.78 17 0.250 0.017 0.733
7225442 75.00 0.250 0.017 0.858
7226464 54.47 0.250 0.017 0.483
7226565 80.00 0.250 0.017 0.483
7227447 75.00 0.250 0.017 0.983
7227984 69.61 0.250 0.017 0.483
7228178 60.21 0.250 0.017 0.733
7229537 74.70 0.250 0.017 0.608
7231667 64.14 0.250 0.017 0.358
7231711 64.77 0.250 0.017 0.858
7231894 70.00 0.250 0.017 1.108
7232986 67.96 0.250 0.017 0.733
7234118 76.15 0.250 0.017 0.858
7236424 79.44 0.250 0.017 0.608
7238038 70.00 0.250 0.017 0.233
7238197 60.38 0.250 0.017 0.608
7238919 69.89 0.250 0.017 0.733
7247476 80.00 0.250 0.017 0.608
7251037 70.00 0.250 0.017 0.358
7251069 65.05 0.250 0.017 0.733
7257360 48.87 0.250 0.017 0.483
7257404 48.23 0.250 0.017 0.608
7258604 63.41 0.250 0.017 0.608
7258793 78.72 0.250 0.017 0.483
7259141 80.00 0.250 0.017 0.608
7259240 80.00 0.250 0.017 0.608
7276735 94.99 33 0.250 0.017 1.108
7278654 95.00 24 0.250 0.017 0.858
7279007 68.21 0.250 0.017 0.733
7279913 80.00 0.250 0.017 0.733
7280128 79.83 0.250 0.017 0.733
7281451 79.99 0.250 0.017 0.483
7281679 89.93 17 0.250 0.017 0.608
7283995 85.00 33 0.250 0.017 0.858
7284925 80.00 0.250 0.017 0.608
7285532 77.10 0.250 0.017 0.608
7290266 66.67 0.250 0.017 0.608
7292261 80.00 0.250 0.017 0.608
7302737 69.79 0.250 0.017 0.358
7322331 80.00 0.250 0.017 0.233
7343744 70.00 0.250 0.017 0.483
7344089 75.00 0.250 0.017 0.358
</TABLE>
COUNT: 947
WAC: 7.221123753
WAM: 357.7437158
WALTV: 72.97502746
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
<TABLE>
NASCOR
NMI / 1998-30 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- -------- --------------------------- ----- ----- -------- -------- -------- ---------- -------- --------- ---------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------------- ----- ----- -------- -------- -------- ---------- -------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4772300 CELEBRATION FL 34747 SFD 7.875 6.250 $2,756.41 352 1-Jul-27 $375,759.85
4802608 SEEKONK MA 02771 SFD 7.500 6.250 $1,211.39 360 1-Apr-28 $171,314.04
4803053 PONCE INLET FL 32127 SFD 7.500 6.250 $2,090.65 360 1-May-28 $297,647.62
4819143 LIVERMORE CA 94550 SFD 7.000 6.250 $1,927.39 360 1-Jun-28 $288,498.71
4819198 ATLANTA GA 30342 SFD 7.250 6.250 $1,702.72 360 1-Jun-28 $248,605.11
4819255 PORTLAND OR 97215 SFD 7.750 6.250 $1,970.14 360 1-Jun-28 $273,610.48
4820721 GRANADA HILLS CA 91344 SFD 7.875 6.250 $2,229.59 360 1-Jun-28 $306,427.92
4831486 TULSA OK 74105 SFD 7.250 6.250 $2,046.53 360 1-Oct-28 $299,765.97
4837992 DRAPER UT 84020 SFD 7.625 6.250 $1,981.83 360 1-Aug-28 $279,388.14
4841711 PACIFICA CA 94044 SFD 7.500 6.250 $1,873.89 360 1-Jul-28 $267,196.96
4843411 CHINO HILLS CA 91709 SFD 7.625 6.250 $1,828.23 360 1-Jul-28 $257,545.04
4844551 GLENDALE CA 91202 SFD 7.375 6.250 $2,141.09 360 1-Aug-28 $309,288.00
4847290 SANTA CRUZ CA 95062 SFD 7.500 6.250 $3,408.67 360 1-Jun-28 $485,664.90
4847780 FRANKLINTON LA 70438 SFD 7.000 6.250 $1,703.17 360 1-Sep-28 $255,579.10
4849510 SANTA CLARITA NEWHALL ARE CA 91321 SFD 7.500 6.250 $1,762.02 360 1-Jul-28 $251,244.87
4850208 VENICE CA 90291 LCO 7.500 6.250 $1,720.07 360 1-Aug-28 $245,448.86
4851348 HOLMES BEACH FL 34217 LCO 7.750 6.250 $1,690.73 360 1-May-28 $234,984.35
4851899 MILLERSVILLE MD 21108 SFD 7.250 6.250 $1,995.37 360 1-Jul-28 $291,578.97
4852845 ANN ARBOR MI 48103 LCO 7.500 6.250 $2,052.20 360 1-Nov-27 $288,937.16
4853352 JACKSONVILLE FL 32225 SFD 7.000 6.250 $600.44 360 1-Jul-28 $89,951.48
4853486 MESA AZ 85215 SFD 7.750 6.250 $537.31 360 1-Jan-28 $74,454.98
4853505 TARPON SPRINGS FL 34689 PUD 7.750 6.250 $1,683.57 360 1-Jan-28 $233,292.33
4853514 STEVENSVILLLE MD 21666 SFD 7.625 6.250 $1,557.15 360 1-May-28 $215,612.18
4853527 MYRTLE BEACH SC 29572 LCO 7.500 6.250 $1,288.66 360 1-Jul-28 $183,321.07
4853634 ORMOND BEACH FL 32174 SFD 7.625 6.250 $530.84 360 1-Jan-28 $74,441.44
4853658 LAKEWOOD CO 80235 PUD 8.125 6.250 $1,848.82 360 1-Feb-28 $247,493.72
4853667 MISSOULA MT 59802 SFD 7.750 6.250 $2,507.45 360 1-Feb-28 $347,718.40
4853682 APOPKA FL 32712 SFD 7.625 6.250 $594.55 360 1-Jan-28 $83,374.29
4853745 WHEATFIELD NY 14120 SFD 7.875 6.250 $1,261.63 360 1-Nov-27 $172,509.91
4853780 MORRISON CO 80465 SFD 7.500 6.250 $1,748.04 360 1-Jul-28 $249,250.85
4853796 CRETE IL 60417 SFD 7.500 6.250 $797.10 360 1-Jun-28 $113,571.68
4853863 LAKEWOOD NJ 08701 PUD 8.500 6.250 $1,468.63 360 1-Jul-28 $190,532.21
4853869 SOUTHOLD NY 11971 SFD 7.500 6.250 $685.23 360 1-Jul-28 $97,706.35
4853882 PALM DESERT CA 92211 PUD 7.500 6.250 $585.60 360 1-Jul-28 $83,499.03
4854042 FORT LAUDERDALE FL 33315 SFD 7.500 6.250 $716.69 360 1-Nov-27 $101,510.84
4854050 SHARON MA 02067 SFD 8.250 6.250 $1,408.62 360 1-Dec-27 $185,994.59
4854100 GLASTONBURY CT 06033 SFD 7.750 6.250 $673.42 360 1-Nov-27 $93,175.06
4854110 JOLIET IL 60435 SFD 7.875 6.250 $1,522.64 360 1-Nov-27 $208,201.83
4854173 NEWARK OH 43055 LCO 7.250 6.250 $458.93 360 1-Dec-27 $66,320.96
4854178 IPSWICH SD 57451 SFD 7.250 6.250 $695.82 360 1-Jan-28 $101,182.32
4854193 YPSILANTI MI 48198 LCO 7.500 6.250 $926.45 360 1-Dec-27 $131,383.97
4854205 CONROE TX 77304 SFD 7.750 6.250 $630.45 360 1-Dec-27 $86,153.80
4854213 EUCLID OH 44132 MF2 7.875 6.250 $797.58 360 1-Oct-27 $108,976.14
4854226 MIAMI FL 33196 SFD 7.875 6.250 $1,225.30 360 1-Nov-27 $166,485.69
4854236 STONY POINT NY 10980 SFD 7.750 6.250 $909.85 360 1-Jan-28 $126,077.09
4854248 MT OLIVE TWP NJ 07836 SFD 7.750 6.250 $1,611.92 360 1-Dec-27 $223,195.74
4854259 SANTA ANA CA 92706 SFD 7.750 6.250 $2,149.24 360 1-Dec-27 $297,594.17
4854597 SAPPHIRE NC 28774 SFD 8.000 6.250 $1,430.84 360 1-Dec-27 $193,511.83
4854612 PASADENA CA 91106 SFD 7.375 6.250 $3,626.04 360 1-Jul-28 $523,387.30
4854678 SAN JUAN CAPISTRANO CA 92675 SFD 7.625 6.250 $6,724.03 360 1-Jul-28 $947,222.36
4854680 FREMONT CA 94536 PUD 8.250 6.250 $848.94 360 1-Dec-27 $112,179.45
4854785 MONTGOMERY TX 77356 PUD 7.750 6.250 $1,203.57 360 1-Dec-27 $166,652.78
4854831 ORANGE CA 92866 SFD 8.250 6.250 $1,464.96 360 1-Jan-28 $193,696.34
4854891 REDLANDS CA 92373 SFD 7.375 6.250 $3,384.31 360 1-Jul-28 $488,494.79
4854904 EAST QUOGUE NY 11942 SFD 8.000 6.250 $1,247.40 360 1-Jan-28 $168,824.49
4854940 MC MURRAY PA 15317 SFD 8.125 6.250 $1,113.74 360 1-Jan-28 $145,334.52
4854952 LIVERMORE CA 94550 SFD 8.250 6.250 $1,404.12 360 1-Dec-27 $185,542.99
4854954 SPRING LAKE HEIGHT NJ 07762 SFD 7.375 6.250 $1,105.08 360 1-Jul-28 $159,508.50
4854978 KENSINGTON MD 20895 SFD 7.500 6.250 $1,188.66 360 1-Jun-28 $169,361.27
4854984 CARTERSVILLE GA 30120 SFD 7.625 6.250 $842.28 360 1-Jan-28 $118,113.61
4854989 HERMANTOWN MN 55810 SFD 8.250 6.250 $450.01 360 1-Jan-28 $59,135.48
4854994 PHOENIX AZ 85044 PUD 7.625 6.250 $1,047.54 360 1-Jan-28 $146,897.62
4855010 CHATSWORTH CA 91311 LCO 8.000 6.250 $806.78 360 1-Dec-27 $109,110.90
4855038 JACKSONVILLE FL 32226 SFD 8.125 6.250 $319.28 360 1-Jan-28 $42,709.94
4855056 LONE JACK MO 64070 SFD 7.750 6.250 $809.54 360 1-Jan-28 $112,178.93
4855066 SANTA FE NM 87501 PUD 7.750 6.250 $2,041.77 360 1-Jan-28 $282,929.07
4855152 ANNA MARIA FL 34216 SFD 7.250 6.250 $1,821.41 360 1-Apr-28 $265,515.33
4855155 ATALNTA GA 30327 SFD 8.250 6.250 $5,409.12 360 1-Nov-27 $714,277.38
4855162 HARRISON NY 10528 SFD 7.375 6.250 $6,906.75 360 1-Nov-27 $990,553.94
4855187 BOZEMAN MT 59715 SFD 8.250 6.250 $6,062.72 360 1-Dec-27 $801,140.81
4855213 CHICAGO IL 60610 SFD 7.875 6.250 $5,075.49 360 1-Dec-27 $694,523.52
4859281 WASHINGTON DC 20009 SFD 8.500 6.250 $1,783.88 360 1-May-28 $230,984.76
4859442 ARLINGTON VA 22207 SFD 7.125 6.250 $2,021.16 360 1-Jun-28 $298,786.12
4859791 COLLEYVILLE TX 76034 PUD 6.750 6.250 $2,729.31 360 1-Jun-28 $418,967.95
4860114 SAN MATEO CA 94402 SFD 7.375 6.250 $4,834.73 360 1-Jun-28 $697,303.83
4860148 SAN JOSE CA 95128 SFD 7.750 6.250 $2,686.55 360 1-Jun-28 $373,468.00
4860493 OLD GREENWICH CT 06870 SFD 7.375 6.250 $1,678.34 360 1-Jun-28 $241,657.26
4860537 ARCADIA CA 91006 SFD 7.750 6.250 $2,564.76 360 1-May-28 $356,459.25
4860566 SAN DIEGO CA 92037 SFD 7.625 6.250 $4,848.39 360 1-Jun-28 $682,489.35
4861041 ANAHEIM CA 92807 SFD 7.750 6.250 $1,841.18 360 1-Mar-28 $255,515.66
4867904 WEST DES MOINES IA 50265 SFD 7.000 6.250 $2,361.82 360 1-Oct-28 $354,709.02
4868710 GULF PORT FL 33707 SFD 7.250 6.250 $1,794.12 360 1-Aug-28 $262,380.79
4871479 CHARLOTTE NC 28210 PUD 7.000 6.250 $1,646.63 360 1-Aug-28 $246,887.81
4871967 FONTANA CA 92336 SFD 7.000 6.250 $984.65 360 1-Aug-28 $147,633.92
4872067 WASHINGTON NJ 07853 SFD 7.125 6.250 $2,298.73 360 1-Aug-28 $340,376.57
4872483 ALEXANDRIA VA 22304 SFD 7.000 6.250 $2,182.20 360 1-Aug-28 $327,188.68
4873575 SIMPSONVILLE SC 29681 PUD 7.125 6.250 $1,697.78 360 1-Aug-28 $251,391.81
4874419 BLOOMFIELD MI 48302 SFD 7.250 6.250 $2,060.18 360 1-Sep-28 $301,291.56
4874473 SOUTH SAN FRANCISCO CA 94080 SFD 7.375 6.250 $2,590.03 360 1-Sep-28 $374,427.56
4874485 CROWNSVILLE MD 21032 PUD 7.125 6.250 $2,694.88 360 1-Aug-28 $399,034.65
4874567 SHOREWOOD WI 53211 SFD 7.375 6.250 $2,375.92 360 1-Sep-28 $343,474.89
4874586 ATLANTA GA 30327 SFD 7.500 6.250 $2,188.54 360 1-Aug-28 $312,207.36
4874602 ANN ARBOR MI 48108 SFD 7.250 6.250 $2,215.71 360 1-Sep-28 $324,291.71
4874623 LA PLATA MD 20646 PUD 7.250 6.250 $1,425.07 360 1-Sep-28 $208,573.08
4875120 SAN CLEMENTE CA 92672 SFD 7.375 6.250 $2,569.31 360 1-Aug-28 $370,844.98
4876383 BELMONT CA 94002 SFD 7.500 6.250 $2,684.98 360 1-Sep-28 $383,428.26
4876734 OAKLAND CA 94618 SFD 7.375 6.250 $1,933.89 360 1-Sep-28 $279,572.57
4876737 PACIFIC PALISADES AREA CA 90272 SFD 7.375 6.250 $4,489.39 360 1-Aug-28 $648,507.06
4876742 PASADENA CA 91105 SFD 7.375 6.250 $3,377.40 360 1-Aug-28 $487,876.86
4876747 ARCADIA CA 91007 SFD 7.375 6.250 $1,864.82 360 1-Sep-28 $269,587.85
4876749 GLENDALE CA 91202 SFD 7.375 6.250 $2,866.30 360 1-Aug-28 $414,046.83
4876750 LOS ANGELES CA 90035 SFD 7.500 6.250 $2,422.08 360 1-Sep-28 $345,548.65
4876760 PACIFICA CA 94044 SFD 7.375 6.250 $1,830.29 360 1-Sep-28 $264,595.48
4876763 SANTA BARBARA CA 93103 SFD 7.500 6.250 $2,447.25 360 1-Aug-28 $349,215.87
4876768 SIMI VALLEY CA 93065 SFD 7.500 6.250 $1,685.11 360 1-Aug-28 $240,460.06
4876770 SAN DIEGO CA 92037 SFD 7.375 6.250 $3,418.84 360 1-Sep-28 $494,242.06
4876784 INDIANAPOLIS IN 46240 SFD 7.500 6.250 $2,931.11 360 1-Sep-28 $418,575.84
4876787 PASADENA CA 91104 SFD 7.250 6.250 $1,937.38 360 1-Sep-28 $283,253.75
4876791 HOLLISTON MA 01746 SFD 7.625 6.250 $2,441.89 360 1-Sep-28 $344,499.01
4876798 ST CHARLES MO 63303 SFD 7.500 6.250 $2,377.33 360 1-Sep-28 $339,493.76
4876804 ORINDA CA 94563 SFD 7.250 6.250 $2,155.68 360 1-Sep-28 $315,505.49
4876807 MISSION VIEJO CA 92692 SFD 7.250 6.250 $2,128.39 360 1-Sep-28 $311,511.75
4876810 MADISON NJ 07940 SFD 7.500 6.250 $3,842.88 360 1-Sep-28 $548,781.69
4876811 LOS ALTOS CA 94022 SFD 7.500 6.250 $4,195.29 360 1-Sep-28 $599,106.64
4876815 SANTA MONICA CA 90405 SFD 7.250 6.250 $2,264.83 360 1-Sep-28 $331,480.44
4876816 YORBA LINDA CA 92887 SFD 7.250 6.250 $1,930.56 360 1-Sep-28 $282,557.13
4876817 LOS ANGELES CA 90048 SFD 7.250 6.250 $1,730.68 360 1-Sep-28 $253,202.38
4876821 VALENCIA AREA CA 91354 SFD 7.250 6.250 $2,469.48 360 1-Sep-28 $361,433.50
4876836 SUNNYVALE CA 94086 SFD 7.375 6.250 $1,718.40 360 1-Sep-28 $248,420.20
4876841 CAMARILLO CA 93012 SFD 7.375 6.250 $1,739.82 360 1-Aug-28 $251,321.40
4876845 CAMARILLO CA 93010 SFD 7.375 6.250 $1,804.05 360 1-Aug-28 $260,600.05
4876847 LIVERMORE CA 94550 SFD 7.375 6.250 $3,315.24 360 1-Aug-28 $478,897.54
4876859 MOUNTAIN VIEW CA 94040 SFD 7.375 6.250 $2,396.64 360 1-Aug-28 $346,203.01
4876870 SANTA CRUZ CA 95062 SFD 7.375 6.250 $1,616.18 360 1-Aug-28 $233,462.55
4876873 TORRANCE CA 90505 SFD 7.375 6.250 $1,844.10 360 1-Jul-28 $266,179.83
4876878 PIEDMONT CA 94611 SFD 7.500 6.250 $1,901.86 360 1-Sep-28 $271,595.02
4876887 ENCINO CA 91316 SFD 7.375 6.250 $4,040.45 360 1-Sep-28 $584,006.37
4876896 LAGUNA NIGUEL CA 92677 SFD 7.500 6.250 $1,929.83 360 1-Sep-28 $275,589.06
4876908 LITTLETON CO 80125 SFD 7.500 6.250 $1,957.80 360 1-Sep-28 $279,583.10
4876912 LOS ANGELES CA 90046 SFD 7.500 6.250 $2,971.66 360 1-Sep-28 $424,367.21
4876917 SAN CARLOS CA 94070 SFD 7.500 6.250 $1,901.86 360 1-Sep-28 $271,595.02
4876928 THOUSAND OAKS CA 91362 SFD 7.500 6.250 $2,052.19 360 1-Sep-28 $293,063.01
4876930 MONTARA CA 94037 SFD 7.500 6.250 $2,368.94 360 1-Sep-28 $338,295.55
4876937 HAWTHORN WOODS IL 60047 SFD 7.500 6.250 $2,208.82 360 1-Aug-28 $315,192.27
4877079 PALOS VERDES ESTATES CA 90274 SFD 7.500 6.250 $2,996.13 360 1-Sep-28 $427,862.01
4877117 SAN JOSE CA 95125 SFD 7.500 6.250 $2,807.35 360 1-Sep-28 $400,902.19
4877156 CHULA VISTA CA 91915 SFD 7.500 6.250 $2,009.19 360 1-Sep-28 $286,821.81
4877301 FAIR OAKS CA 95628 SFD 7.500 6.250 $1,783.00 360 1-Sep-28 $254,620.32
4879278 LORIDA FL 33857 SFD 7.375 6.250 $383.32 360 1-Jul-28 $55,329.52
4879439 NEW YORK NY 10016 COP 8.000 6.250 $1,232.73 360 1-Jun-28 $166,345.96
4879589 EL CAJON CA 92020 SFD 7.375 6.250 $1,172.43 360 1-Jul-28 $169,228.52
4879612 DES MOINES IA 50310 SFD 7.375 6.250 $580.17 360 1-Aug-28 $83,605.21
4879928 ANCHORAGE AK 99516 SFD 7.375 6.250 $1,519.48 360 1-Aug-28 $219,494.72
4880533 CARROLLTON TX 75006 PUD 8.000 6.250 $572.34 360 1-Sep-28 $77,894.97
4880576 LAGUNA NIGUEL CA 92677 PUD 7.250 6.250 $1,821.42 360 1-Aug-28 $266,371.33
4880645 VIRGINIA BEACH VA 23451 LCO 7.500 6.250 $384.57 360 1-Aug-28 $54,853.10
4880834 CENTERVILLE OH 45459 SFD 7.750 6.250 $465.67 360 1-Sep-28 $64,907.95
4880916 MANHEIM PA 17545 SFD 7.750 6.250 $551.64 360 1-Aug-28 $76,835.90
4880932 NOVATO CA 94945 SFD 7.500 6.250 $3,414.27 360 1-Aug-28 $487,206.01
4881083 CHRISTIANSBURG VA 24073 SFD 7.500 6.250 $769.14 360 1-Aug-28 $109,753.55
4881104 YORKTOWN NY 10598 SFD 7.500 6.250 $2,360.55 360 1-Sep-28 $337,097.33
4881117 DOVER NH 03820 SFD 7.750 6.250 $681.31 360 1-Sep-28 $94,965.32
4883309 ALBUQUERQUE NM 87122 SFD 7.500 6.250 $2,027.73 360 1-Oct-28 $289,784.77
4885047 BOCA RATON FL 33498 SFD 7.375 6.250 $1,973.26 360 1-Sep-28 $285,263.87
4886555 VENICE CA 90291 SFD 7.250 6.250 $2,128.39 360 1-Sep-28 $311,511.75
4887714 PLANO TX 75075 SFD 7.375 6.250 $759.75 360 1-Sep-28 $109,714.45
4887840 WICHITA KS 67235 SFD 8.125 6.250 $913.28 360 1-Sep-28 $122,838.52
4887846 GRAIN VALLEY MO 64029 SFD 8.000 6.250 $1,100.65 360 1-Jun-28 $149,490.00
4888687 MISSOULA MT 59802 SFD 7.500 6.250 $1,730.56 360 1-Aug-28 $246,945.49
4888860 LITTLE ROCK AR 72212 SFD 7.000 6.250 $2,185.52 360 1-Sep-28 $327,959.89
4888874 COLORADO SPRINGS CO 80919 SFD 7.125 6.250 $2,262.53 324 1-Aug-25 $324,080.02
4888884 OKLAHOMA CITY OK 73151 SFD 7.250 6.250 $2,221.17 360 1-Sep-28 $325,090.46
4888912 RALEIGH NC 27615 SFD 7.000 6.250 $1,724.46 360 1-Jul-28 $258,342.69
4888972 COLORADO SPRINGS CO 80906 SFD 7.250 6.250 $2,524.90 360 1-Aug-28 $369,253.57
4888973 CARDIFF CA 92007 SFD 7.500 6.250 $3,328.27 360 1-Sep-28 $475,291.25
4888985 PEACHTREE CITY GA 30269 SFD 7.000 6.250 $2,107.68 360 1-Sep-28 $316,279.13
4888993 ST. LOUIS MO 63128 SFD 7.375 6.250 $2,154.91 360 1-Sep-28 $311,322.49
4889000 SAN JOSE CA 95124 SFD 7.250 6.250 $1,957.85 360 1-Aug-28 $286,324.25
4889042 TUCSON AZ 85718 SFD 7.250 6.250 $1,937.38 360 1-Aug-28 $283,031.33
4889062 MOUNTAIN VIEW CA 94040 SFD 7.375 6.250 $2,735.08 360 1-Sep-28 $395,395.49
4889064 LAFAYETTE CA 94549 SFD 7.000 6.250 $2,235.42 360 1-Sep-28 $335,447.55
4889072 PHOENIX AZ 85016 PUD 7.500 6.250 $2,391.32 360 1-Aug-28 $340,497.21
4889110 PARK CITY UT 84060 SFD 7.250 6.250 $2,387.62 360 1-Aug-28 $349,175.93
4889151 PHILADELPHIA PA 19106 SFD 7.250 6.250 $1,964.67 360 1-Sep-28 $287,549.30
4889155 OAKLAND PARK FL 33309 PUD 7.750 6.250 $1,853.72 360 1-May-28 $257,636.40
4889240 KENT WA 98042 SFD 7.125 6.250 $1,746.28 360 1-Aug-28 $258,574.46
4889255 HOPKINTON MA 01748 SFD 6.625 6.250 $2,406.93 360 1-Sep-28 $375,234.87
4889289 TULSA OK 74114 SFD 7.375 6.250 $3,453.38 360 1-Jul-28 $498,464.06
4889308 ST. LOUIS MO 63141 SFD 7.250 6.250 $1,828.23 360 1-Aug-28 $267,369.01
4889310 LIMA OH 45805 SFD 7.500 6.250 $1,901.87 360 1-Aug-28 $271,390.60
4889326 PARK CITY UT 84060 SFD 7.125 6.250 $2,155.90 360 1-Aug-28 $319,227.73
4889327 HILLSBOROUGH NC 27278 SFD 7.125 6.250 $1,819.05 360 1-Sep-28 $269,566.87
4889722 MOORESTOWN NJ 08057 SFD 7.000 6.250 $3,166.84 360 1-Jul-28 $474,425.60
4889726 WAUSAU WI 54401 SFD 7.250 6.250 $2,148.86 360 1-Sep-28 $314,507.05
4889744 HOUSTON TX 77005 SFD 7.125 6.250 $2,227.31 360 1-Aug-28 $329,802.17
4889758 SOUTH BERWICK ME 03908 SFD 7.625 6.250 $2,003.06 360 1-Sep-28 $282,589.04
4889799 LOS ANGELES CA 90025 SFD 7.375 6.250 $2,106.56 360 1-Sep-28 $304,534.41
4889814 TULSA OK 74137 SFD 7.250 6.250 $3,233.52 360 1-Aug-28 $472,883.98
4889907 POWELL OH 43065 SFD 7.375 6.250 $1,885.54 360 1-Aug-28 $272,372.98
4889932 RALEIGH NC 27614 SFD 7.125 6.250 $2,492.76 360 1-Aug-28 $369,107.06
4889947 EXETER RI 02822 SFD 7.375 6.250 $1,899.36 360 1-Aug-28 $274,367.07
4889962 WEST HARTFORD CT 06117 SFD 7.375 6.250 $2,386.98 360 1-Aug-28 $344,806.20
4889969 SAN FRANCISCO CA 94116 SFD 7.375 6.250 $2,254.37 360 1-Sep-28 $325,788.32
4889992 FAIRVIEW TX 75069 SFD 7.250 6.250 $2,101.11 360 1-Aug-28 $307,274.80
4890012 GREENWICH CT 06831 SFD 7.000 6.250 $4,324.47 360 1-Sep-28 $638,611.86
4890029 PALO ALTO CA 94303 SFD 7.750 6.250 $2,249.53 360 1-Jul-28 $312,990.98
4890072 CARLSBAD CA 92009 SFD 7.125 6.250 $3,360.18 360 1-Sep-28 $497,949.93
4890085 NORTHRIDGE CA 91324 SFD 7.750 6.250 $2,507.45 360 1-Aug-28 $349,254.13
4890097 CHEVY CHASE MD 20815 SFD 7.250 6.250 $4,434.15 360 1-Sep-28 $648,916.55
4890236 WILMETTE IL 60091 SFD 7.250 6.250 $1,650.87 360 1-Sep-28 $241,621.28
4890257 PLANTATION FL 33324 SFD 7.125 6.250 $3,368.60 360 1-Sep-28 $498,191.99
4890290 MT. BLANCHARD OH 45867 SFD 7.500 6.250 $2,412.30 360 1-Aug-28 $344,227.04
4890313 PLAINVIEW NY 11803 SFD 8.125 6.250 $1,740.42 360 1-Aug-28 $233,936.87
4890341 BATON ROUGE LA 70810 PUD 7.250 6.250 $2,177.17 360 1-Aug-28 $318,398.56
4890494 GILBERT AZ 85296 SFD 7.250 6.250 $1,790.72 360 1-Aug-28 $261,881.94
4890509 GEORGETOWN TX 78628 SFD 7.125 6.250 $1,684.30 360 1-Sep-28 $249,598.97
4890974 CHARLOTTESVILLE VA 22901 SFD 7.250 6.250 $2,592.27 360 1-Sep-28 $379,405.33
4891058 LAFAYETTE CO 80026 SFD 7.125 6.250 $1,789.40 360 1-Sep-28 $265,173.94
4891200 NORTHVILLE MI 48167 SFD 7.500 6.250 $2,097.65 360 1-Aug-28 $299,327.87
4891221 FORT WORTH TX 76179 SFD 6.625 6.250 $2,996.66 360 1-Sep-28 $467,171.90
4891226 SIMPSONVILLE SC 29681 SFD 7.000 6.250 $1,596.73 360 1-Sep-28 $239,605.39
4891242 OAKLAND CA 94602 SFD 7.500 6.250 $2,019.34 360 1-Sep-28 $288,369.98
4891262 RALEIGH NC 27614 SFD 7.125 6.250 $1,899.89 360 1-Sep-28 $281,547.64
4891278 LITTLETON CO 80123 SFD 7.000 6.250 $2,198.50 360 1-Sep-28 $329,906.66
4891285 CHESTERFIELD MO 63017 SFD 7.250 6.250 $1,582.65 360 1-Sep-28 $231,234.53
4891322 SCARSDALE NY 10583 SFD 7.000 6.250 $1,630.00 360 1-Sep-28 $244,597.17
4891342 SALT LAKE CITY UT 84105 SFD 7.125 6.250 $1,751.67 360 1-Aug-28 $259,372.53
4891377 ALPHARETTA GA 30022 PUD 7.125 6.250 $1,627.03 360 1-Sep-28 $240,137.33
4891381 SCOTTSDALE AZ 85260 SFD 7.500 6.250 $1,989.27 360 1-Sep-28 $284,076.39
4891392 BETTENDORF IA 52722 SFD 7.125 6.250 $2,711.72 360 1-Sep-28 $400,848.40
4891422 IOWA CITY IA 52246 SFD 7.125 6.250 $2,021.16 360 1-Sep-28 $299,518.76
4891424 FAYETTVILLE GA 30214 SFD 7.125 6.250 $1,779.63 360 1-Sep-28 $263,726.27
4891452 BELLEVUE WA 98006 SFD 7.125 6.250 $2,317.59 360 1-Sep-28 $343,448.19
4891454 EUREKA MO 63025 SFD 7.375 6.250 $1,945.98 360 1-Sep-28 $281,102.87
4891479 MILL VALLEY CA 94941 SFD 7.375 6.250 $3,895.41 360 1-Sep-28 $563,139.04
4891496 CHILMARK MA 02535 SFD 7.500 6.250 $3,321.27 360 1-Aug-28 $473,935.82
4891509 CARMEL IN 46032 SFD 7.625 6.250 $7,077.94 360 1-Aug-28 $997,814.85
4891543 KIRKWOOD MO 63122 SFD 7.375 6.250 $2,201.53 360 1-Sep-28 $318,263.41
4891595 POWELL OH 43065 SFD 7.500 6.250 $2,097.65 360 1-Aug-28 $299,327.87
4891619 CHARLESTON WV 25314 SFD 7.250 6.250 $3,615.54 360 1-Aug-28 $528,752.12
4891712 NEW CANAAN CT 06840 SFD 7.375 6.250 $2,348.30 360 1-Sep-28 $339,480.97
4891742 PIEDMONT CA 94611 SFD 6.875 6.250 $2,430.64 360 1-Aug-28 $369,062.10
4891762 PHILADELPHIA PA 19118 SFD 6.500 6.233 $1,927.81 360 1-Sep-28 $304,447.05
4900175 LEE'S SUMMIT MO 64063 SFD 8.625 6.250 $938.41 360 1-Sep-28 $120,507.01
4900277 GILMANTON NH 03237 SFD 7.875 6.250 $1,377.64 360 1-Sep-28 $189,737.62
$70,620,698.93
</TABLE>
<TABLE>
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- -------- ------ --------- ---------- -------- ----------- ----------- -----------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ------ --------- ---------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
4772300 79.58 0.250 0.017 1.358
4802608 99.00 0.250 0.017 0.983
4803053 95.83 0.250 0.017 0.983
4819143 90.00 01 0.250 0.017 0.483
4819198 80.00 0.250 0.017 0.733
4819255 94.99 06 0.250 0.017 1.233
4820721 75.00 0.250 0.017 1.358
4831486 72.64 0.250 0.017 0.733
4837992 94.99 11 0.250 0.017 1.108
4841711 80.00 0.250 0.017 0.983
4843411 80.00 0.250 0.017 1.108
4844551 77.50 0.250 0.017 0.858
4847290 75.00 0.250 0.017 0.983
4847780 80.00 0.250 0.017 0.483
4849510 80.00 0.250 0.017 0.983
4850208 79.87 0.250 0.017 0.983
4851348 80.00 0.250 0.017 1.233
4851899 86.28 12 0.250 0.017 0.733
4852845 73.01 0.250 0.017 0.983
4853352 95.00 33 0.250 0.017 0.483
4853486 35.71 0.250 0.017 1.233
4853505 100.00 0.250 0.017 1.233
4853514 100.00 0.250 0.017 1.108
4853527 100.00 0.250 0.017 0.983
4853634 50.00 0.250 0.017 1.108
4853658 62.25 0.250 0.017 1.608
4853667 70.00 0.250 0.017 1.233
4853682 75.34 0.250 0.017 1.108
4853745 99.43 0.250 0.017 1.358
4853780 76.92 0.250 0.017 0.983
4853796 99.13 0.250 0.017 0.983
4853863 83.85 0.250 0.017 1.983
4853869 70.00 0.250 0.017 0.983
4853882 100.00 0.250 0.017 0.983
4854042 71.68 0.250 0.017 0.983
4854050 75.00 0.250 0.017 1.733
4854100 95.92 0.250 0.017 1.233
4854110 97.67 0.250 0.017 1.358
4854173 90.00 33 0.250 0.017 0.733
4854178 68.00 0.250 0.017 0.733
4854193 100.00 0.250 0.017 0.983
4854205 70.97 0.250 0.017 1.233
4854213 100.00 0.250 0.017 1.358
4854226 99.41 0.250 0.017 1.358
4854236 96.95 0.250 0.017 1.233
4854248 100.00 0.250 0.017 1.233
4854259 96.77 0.250 0.017 1.233
4854597 75.00 0.250 0.017 1.483
4854612 100.00 0.250 0.017 0.858
4854678 100.00 0.250 0.017 1.108
4854680 66.47 0.250 0.017 1.733
4854785 100.00 0.250 0.017 1.233
4854831 78.00 0.250 0.017 1.733
4854891 100.00 0.250 0.017 0.858
4854904 100.00 0.250 0.017 1.483
4854940 79.79 0.250 0.017 1.608
4854952 100.00 0.250 0.017 1.733
4854954 91.43 0.250 0.017 0.858
4854978 100.00 0.250 0.017 0.983
4854984 85.61 0.250 0.017 1.108
4854989 100.00 0.250 0.017 1.733
4854994 87.06 0.250 0.017 1.108
4855010 100.00 0.250 0.017 1.483
4855038 34.40 0.250 0.017 1.608
4855056 63.95 0.250 0.017 1.233
4855066 51.35 0.250 0.017 1.233
4855152 80.30 0.250 0.017 0.733
4855155 80.00 0.250 0.017 1.733
4855162 66.44 0.250 0.017 0.858
4855187 68.68 0.250 0.017 1.733
4855213 75.43 0.250 0.017 1.358
4859281 80.00 0.250 0.017 1.983
4859442 80.00 0.250 0.017 0.608
4859791 80.00 0.250 0.017 0.233
4860114 75.76 0.250 0.017 0.858
4860148 69.44 0.250 0.017 1.233
4860493 52.60 0.250 0.017 0.858
4860537 79.56 0.250 0.017 1.233
4860566 65.87 0.250 0.017 1.108
4861041 89.86 05 0.250 0.017 1.233
4867904 79.82 0.250 0.017 0.483
4868710 73.06 0.250 0.017 0.733
4871479 90.00 06 0.250 0.017 0.483
4871967 80.00 0.250 0.017 0.483
4872067 80.00 0.250 0.017 0.608
4872483 80.00 0.250 0.017 0.483
4873575 80.00 0.250 0.017 0.608
4874419 79.89 0.250 0.017 0.733
4874473 78.29 0.250 0.017 0.858
4874485 80.00 0.250 0.017 0.608
4874567 80.00 0.250 0.017 0.858
4874586 46.37 0.250 0.017 0.983
4874602 80.00 0.250 0.017 0.733
4874623 80.00 0.250 0.017 0.733
4875120 80.00 0.250 0.017 0.858
4876383 80.00 0.250 0.017 0.983
4876734 72.45 0.250 0.017 0.858
4876737 67.01 0.250 0.017 0.858
4876742 67.00 0.250 0.017 0.858
4876747 54.00 0.250 0.017 0.858
4876749 76.85 0.250 0.017 0.858
4876750 80.00 0.250 0.017 0.983
4876760 73.61 0.250 0.017 0.858
4876763 68.23 0.250 0.017 0.983
4876768 74.84 0.250 0.017 0.983
4876770 79.84 0.250 0.017 0.858
4876784 80.00 0.250 0.017 0.983
4876787 80.00 0.250 0.017 0.733
4876791 68.33 0.250 0.017 1.108
4876798 80.00 0.250 0.017 0.983
4876804 46.81 0.250 0.017 0.733
4876807 66.38 0.250 0.017 0.733
4876810 80.00 0.250 0.017 0.983
4876811 69.77 0.250 0.017 0.983
4876815 78.86 0.250 0.017 0.733
4876816 71.65 0.250 0.017 0.733
4876817 44.12 0.250 0.017 0.733
4876821 79.56 0.250 0.017 0.733
4876836 80.00 0.250 0.017 0.858
4876841 79.99 0.250 0.017 0.858
4876845 80.00 0.250 0.017 0.858
4876847 80.00 0.250 0.017 0.858
4876859 68.04 0.250 0.017 0.858
4876870 57.99 0.250 0.017 0.858
4876873 79.70 0.250 0.017 0.858
4876878 49.91 0.250 0.017 0.983
4876887 79.81 0.250 0.017 0.858
4876896 80.00 0.250 0.017 0.983
4876908 80.00 0.250 0.017 0.983
4876912 70.83 0.250 0.017 0.983
4876917 66.18 0.250 0.017 0.983
4876928 73.38 0.250 0.017 0.983
4876930 79.72 0.250 0.017 0.983
4876937 90.00 24 0.250 0.017 0.983
4877079 65.92 0.250 0.017 0.983
4877117 69.83 0.250 0.017 0.983
4877156 75.15 0.250 0.017 0.983
4877301 58.35 0.250 0.017 0.983
4879278 94.23 0.250 0.017 0.858
4879439 70.00 0.250 0.017 1.483
4879589 97.00 0.250 0.017 0.858
4879612 79.25 0.250 0.017 0.858
4879928 63.77 0.250 0.017 0.858
4880533 80.00 0.250 0.017 1.483
4880576 78.53 0.250 0.017 0.733
4880645 64.71 0.250 0.017 0.983
4880834 61.90 0.250 0.017 1.233
4880916 57.04 0.250 0.017 1.233
4880932 65.11 0.250 0.017 0.983
4881083 55.00 0.250 0.017 0.983
4881104 78.88 0.250 0.017 0.983
4881117 79.58 0.250 0.017 1.233
4883309 80.00 0.250 0.017 0.983
4885047 79.36 0.250 0.017 0.858
4886555 80.00 0.250 0.017 0.733
4887714 55.00 0.250 0.017 0.858
4887840 59.42 0.250 0.017 1.608
4887846 78.95 0.250 0.017 1.483
4888687 75.00 0.250 0.017 0.983
4888860 90.00 13 0.250 0.017 0.483
4888874 73.05 0.250 0.017 0.608
4888884 80.00 0.250 0.017 0.733
4888912 79.88 0.250 0.017 0.483
4888972 75.00 0.250 0.017 0.733
4888973 70.00 0.250 0.017 0.983
4888985 80.00 0.250 0.017 0.483
4888993 67.83 0.250 0.017 0.858
4889000 79.73 0.250 0.017 0.733
4889042 80.00 0.250 0.017 0.733
4889062 72.13 0.250 0.017 0.858
488906 80.00 0.250 0.017 0.483
488907 63.33 0.250 0.017 0.983
488911 37.76 0.250 0.017 0.733
488915 80.00 0.250 0.017 0.733
4889155 71.48 0.250 0.017 1.233
4889240 80.00 0.250 0.017 0.608
4889255 80.00 0.250 0.017 0.108
4889289 79.87 0.250 0.017 0.858
4889308 79.76 0.250 0.017 0.733
4889310 85.00 12 0.250 0.017 0.983
4889326 71.59 0.250 0.017 0.608
4889327 72.97 0.250 0.017 0.608
4889722 79.33 0.250 0.017 0.483
4889726 79.75 0.250 0.017 0.733
4889744 72.66 0.250 0.017 0.608
4889758 79.72 0.250 0.017 1.108
4889799 79.22 0.250 0.017 0.858
4889814 63.20 0.250 0.017 0.733
4889907 53.32 0.250 0.017 0.858
4889932 77.89 0.250 0.017 0.608
4889947 79.25 0.250 0.017 0.858
4889962 79.45 0.250 0.017 0.858
4889969 80.00 0.250 0.017 0.858
4889992 70.00 0.250 0.017 0.733
4890012 30.95 0.250 0.017 0.483
4890029 69.92 0.250 0.017 1.233
4890072 75.00 0.250 0.017 0.608
4890085 54.69 0.250 0.017 1.233
4890097 61.90 0.250 0.017 0.733
4890236 40.33 0.250 0.017 0.733
4890257 79.24 0.250 0.017 0.608
4890290 78.41 0.250 0.017 0.983
4890313 80.00 0.250 0.017 1.608
4890341 73.37 0.250 0.017 0.733
4890494 75.00 0.250 0.017 0.733
4890509 66.67 0.250 0.017 0.608
4890974 79.33 0.250 0.017 0.733
4891058 80.00 0.250 0.017 0.608
4891200 63.42 0.250 0.017 0.983
4891221 80.00 0.250 0.017 0.108
4891226 74.42 0.250 0.017 0.483
4891242 80.00 0.250 0.017 0.983
4891262 77.69 0.250 0.017 0.608
4891278 79.99 0.250 0.017 0.483
4891285 80.00 0.250 0.017 0.733
4891322 71.01 0.250 0.017 0.483
4891342 76.47 0.250 0.017 0.608
4891377 65.27 0.250 0.017 0.608
4891381 66.94 0.250 0.017 0.983
4891392 71.88 0.250 0.017 0.608
4891422 80.00 0.250 0.017 0.608
4891424 76.79 0.250 0.017 0.608
4891452 80.00 0.250 0.017 0.608
4891454 75.13 0.250 0.017 0.858
4891479 75.20 0.250 0.017 0.858
4891496 49.17 0.250 0.017 0.983
4891509 66.67 0.250 0.017 1.108
4891543 85.00 01 0.250 0.017 0.858
4891595 62.76 0.250 0.017 0.983
4891619 79.70 0.250 0.017 0.733
4891712 74.73 0.250 0.017 0.858
4891742 74.00 0.250 0.017 0.358
4891762 46.21 0.250 0.017 0.000
4900175 95.00 11 0.250 0.017 2.108
4900277 46.34 0.250 0.017 1.358
</TABLE>
COUNT: 235
WAC: 7.422664621
WAM: 355.8761506
WALTV: 75.50322102
<PAGE>
NASCOR
NMI / 1998-30 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
(i) (xvii) (xviii)
- ----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ------------------------------- -------------------------------
4772300 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4802608 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4803053 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4819143 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4819198 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4819255 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4820721 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4831486 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4837992 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4841711 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4843411 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4844551 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4847290 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4847780 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4849510 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4850208 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4851348 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4851899 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4852845 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853352 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853486 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853505 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853514 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853527 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853634 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853658 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853667 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853682 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853745 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853780 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853796 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853863 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853869 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853882 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854042 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854050 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854100 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854110 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854173 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854178 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854193 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854205 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854213 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854226 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854236 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854248 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854259 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854597 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854612 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854678 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854680 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854785 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854831 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854891 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854904 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854940 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854952 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854954 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854978 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854984 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854989 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854994 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4855010 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4855038 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4855056 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4855066 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4855152 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4855155 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4855162 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4855187 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4855213 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4859281 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4859442 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859791 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4860114 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4860148 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4860493 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4860537 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4860566 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4861041 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4867904 BRENTON MORTGAGE, INC. BRENTON MORTGAGE, INC.
4868710 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4871479 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4871967 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4872067 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4872483 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873575 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874419 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874473 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4874485 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874567 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874586 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874602 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874623 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4875120 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876383 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876734 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876737 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876742 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876747 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876749 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876750 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876760 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876763 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876768 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876770 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876784 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876787 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876791 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876798 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876804 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876807 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876810 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876811 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876815 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876816 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876817 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876821 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876836 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876841 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876845 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876847 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876859 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876870 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876873 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876878 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876887 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876896 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876908 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876912 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876917 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876928 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876930 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876937 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4877079 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4877117 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4877156 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4877301 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4879278 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4879439 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4879589 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4879612 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4879928 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4880533 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880576 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880645 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880834 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880916 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880932 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881083 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881104 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881117 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4883309 CHARTER BANK FOR SAVINGS CHARTER BANK FOR SAVINGS
4885047 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4886555 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4887714 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887840 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887846 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4888687 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4888860 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4888874 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4888884 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4888912 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4888972 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4888973 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4888985 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4888993 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889000 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889042 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889062 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889064 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889072 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889110 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889151 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4889155 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889240 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889255 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889289 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889308 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889310 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889326 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889327 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889722 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889726 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889744 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889758 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889799 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889814 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889907 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889932 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889947 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889962 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889969 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889992 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890012 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890029 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890072 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890085 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890097 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890236 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890257 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890290 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890313 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890341 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890494 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890509 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890974 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4891058 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4891200 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891221 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891226 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4891242 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891262 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891278 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4891285 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891322 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891342 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891377 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891381 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4891392 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891422 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891424 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4891452 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891454 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4891479 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891496 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891509 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891543 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4891595 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891619 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891712 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891742 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4891762 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4900175 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4900277 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
COUNT: 235
WAC: 7.422664621
WAM: 355.8761506
WALTV: 75.50322102
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
LOAN INFORMATION
Name of Mortgagor: _____________________________
Servicer
Loan No.: _____________________________
CUSTODIAN/TRUSTEE
Name: _____________________________
Address: _____________________________
_____________________________
Custodian/Trustee
Mortgage File No.: _____________________________
SELLER
Name: _____________________________
Address: _____________________________
_____________________________
Certificates: Mortgage Pass-Through Certificates,
Series 1998-30
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trustee for the Holders of Mortgage
Pass-Through Certificates, Series 1998-30, 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 Trustee, the Seller and the Master Servicer.
() Promissory Note dated ______________, 199__, in the original principal sum
of $___________, made by ____________________, payable to, or endorsed to
the order of, the Trustee.
() Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in book/reel/docket
____________________ of official records at page/image ____________.
() Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
() Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
() Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
() ---------------------------------------------
() ---------------------------------------------
() ---------------------------------------------
() ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trustee
when the need therefor no longer exists, unless the Mortgage Loan relating
to the Documents has been liquidated and the proceeds thereof have been
remitted to the Certificate Account and except as expressly provided in
the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trustee and the
Master Servicer shall keep the Documents and any proceeds separate and
distinct from all other property in the Master Servicer's possession,
custody or control.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By: __________________________
Title: ________________________
Date: ________________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND FOR NON-ERISA INVESTORS
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1998-30, Class
[A-R][A-LR] Certificate (the "Class [A-R][A-LR] Certificate") for the account
of, or as agent (including a broker, nominee, or other middleman) for, any
person or entity from which it has not received an affidavit substantially in
the form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class [A-R][A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class [A-R][A-LR] Certificate in excess of cash flows
generated by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other
than a U.S. Person (a "Non-U.S. Person") that holds the Class [A-R][A-LR]
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Class [A-R][A-LR] Certificate to
it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class [A-R][A-LR]
Certificate will not be disregarded for federal income tax purposes. "U.S.
Person" means a citizen or resident of the United States, a corporation,
partnership (except to the extent provided in applicable Treasury regulations)
or other entity created or organized in or under the laws of the United States
or any political subdivision thereof, an estate that is subject to U.S. federal
income tax regardless of the source of its income or a trust if a court within
the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [A-R][A-LR] Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the [Upper-Tier
REMIC][Lower-Tier REMIC] pursuant to Section 3.01 of the Pooling and Servicing
Agreement, and if such designation is not permitted by the Code and applicable
law, to act as tax matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 19 __.
[Name of Purchaser]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of , 19 __.
_____________________________
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
SERIES 1998-30, CLASS [A-R][A-LR]
---------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-30
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 1998-30, 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"), and First Union National Bank, as trustee (the "Trustee"),
of Norwest Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 1998-30.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is
organized, is authorized to invest in the Class [A-PO][B-4][B-5][B-6]
Certificates, and to enter into this Agreement, and duly executed and
delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the
Class [A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Purchaser is able to bear the
economic risk of an investment in the Class [A-PO][B-4][B-5][B-6]
Certificates and can afford a complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__,
relating to the Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to
the extent it deemed appropriate, the documents attached thereto or
incorporated by reference therein, (b) it has had the opportunity to ask
questions of, and receive answers from the Seller concerning the Class
[A-PO][B-4][B-5][B-6] Certificates and all matters relating thereto, and
obtain any additional information (including documents) relevant to its
decision to purchase the Class [A-PO][B-4][B-5][B-6] Certificates that the
Seller possesses or can possess without unreasonable effort or expense and
(c) it has undertaken its own independent analysis of the investment in
the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will not use
or disclose any information it receives in connection with its purchase of
the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with
a subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state
or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) [for Class [B-4][B-5][B-6] Certificates only] if the
Purchaser is an insurance company, (A) the source of funds used to
purchase the Class [B-4][B-5][B-6] Certificate is an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July
12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or
on behalf of such Plan and all other Plans maintained by the same employer
(or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization exceeds 10% of the total of all reserves
and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the
purchase and holding of such Class [B-4][B-5][B-6] Certificates are
covered by Sections I and III of PTE 95-60 or (iii) the Purchaser has
provided (a) a "Benefit Plan Opinion" satisfactory to the Seller and the
Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer
may have required. A Benefit Plan Opinion is an opinion of counsel to the
effect that the proposed transfer will not cause the assets of the Trust
Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes
imposed pursuant to ERISA, Section 4975 of the Code or Similar Law).
(e) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the
Board of Governors of the Federal Reserve System ("FRB"), the Federal
Deposit Insurance Corporation ("FDIC"), the Office of Thrift Supervision
("OTS") or the National Credit Union Administration ("NCUA"), the
Purchaser has reviewed the "Supervisory Policy Statement on Securities
Activities" dated January 28, 1992 of the Federal Financial Institutions
Examination Council and the April 15, 1994 Interim Revision thereto as
adopted by the OCC, FRB, FDIC, OTS and NCUA (with modifications as
applicable), as appropriate, other applicable investment authority, rules,
supervisory policies and guidelines of these agencies and, to the extent
appropriate, state banking authorities and has concluded that its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.
Section 3. TRANSFER OF CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES.
(a) The Purchaser understands that the Class [A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933
(the "Act") or any state securities laws and that no transfer may be made
unless the Class [A-PO][B-4][B-5][B-6] Certificates are registered under
the Act and applicable state law or unless an exemption from registration
is available. The Purchaser further understands that neither the Seller,
the Master Servicer nor the Trustee is under any obligation to register
the Class [A-PO][B-4][B-5][B-6] Certificates or make an exemption
available. In the event that such a transfer is to be made in reliance
upon an exemption from the Act or applicable state securities laws, (i)
the Trustee shall require, in order to assure compliance with such laws,
that the Certificateholder's prospective transferee certify to the Seller
and the Trustee as to the factual basis for the registration or
qualification exemption relied upon, and (ii) unless the transferee is a
"Qualified Institutional Buyer" within the meaning of Rule 144A of the
Act, the Trustee or the Seller may, if such transfer is made within three
years from the later of (a) the Closing Date or (b) the last date on which
the Seller or any affiliate thereof was a holder of the Certificates
proposed to be transferred, require an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the
Trustee, the Master Servicer or the Seller. Any such Certificateholder
desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Master Servicer, any Paying Agent acting on
behalf of the Trustee and the Seller against any liability that may result
if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall
be made unless the transferee provides the Seller and the Trustee with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [A-PO][B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: ______________________________
Its: ______________________________
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-30
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 1998-30, 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"), and First Union National Bank, as trustee (the "Trustee") of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1998-30.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state
or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) if the Purchaser is an insurance company, (A) the source of
funds used to purchase the Class [B-1] [B-2] [B-3] Certificate is an
"insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60
Fed. Reg. 35925 (July 12, 1995), (B) there is no Plan with respect to
which the amount of such general account's reserves and liabilities for
the contract(s) held by or on behalf of such Plan and all other Plans
maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed
10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the
date of acquisition and (C) the purchase and holding of such Class
[B-1][B-2][B-3] Certificate are covered by Sections I and III of PTE 95-60
or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trustee of the Trust Estate and (b)
such other opinions of counsel, officers' certificates and agreements as
the Seller or the Master Servicer may have required. A Benefit Plan
Opinion is an opinion of counsel to the effect that the proposed transfer
will not cause the assets of the Trust Estate to be regarded as "plan
assets" and subject to the prohibited transaction provisions of ERISA, the
Code or Similar Law and will not subject the Trustee, the Seller or the
Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil
penalties or excise taxes imposed pursuant to ERISA, Section 4975 of the
Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
GMAC Mortgage Servicing Agreement
FT Mortgage Companies Servicing Agreement
HomeSide Servicing Agreement
Bank United Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
Charter Bank for Savings Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
Norwest Mortgage, Inc. Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
Brenton Mortgage Servicing Agreement
Hibernia National Bank Servicing Agreement
National City Mortgage Company Servicing Agreement
North American Mortgage Company 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 1998-30, 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 and
First Union National Bank, as Trustee.
____________________________________intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 DEFINED TERMS
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
COLLATERAL FUND: The fund established and maintained pursuant to Section
3.01 hereof.
COLLATERAL FUND PERMITTED INVESTMENTS: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
F-1 by Fitch IBCA, Inc. ("Fitch") or (vi) demand and time deposits in,
certificates of deposit of, any depository institution or trust company (which
may be an affiliate of the Company) incorporated under the laws of the United
States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by Fitch or 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 F-1 by
Fitch or A-1 by S&P or (z) the depository institution or trust company is one
that is acceptable to either Fitch 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 1998-30. 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:______________________
Section 4.05. SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provision or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. SUCCESSORS AND ASSIGNS.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07. ARTICLE AND SECTION HEADINGS.
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. CONFIDENTIALITY.
The Purchaser agrees that all information supplied by or on behalf
of the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09. INDEMNIFICATION.
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By: _________________________
Name:________________________
Title:_______________________
_____________________________
By: _________________________
Name:________________________
Title:_______________________
