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: December 23, 1998
(Date of earliest event reported)
Commission File No. 333-65481
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 December 23, 1998, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1998-31, Class A-1, Class A-2, Class A-3, Class A-R, Class B-1, Class B-2 and
Class B-3 (the "Offered Certificates"), having an aggregate original principal
balance of $298,086,000. The Offered Certificates were issued pursuant to a
Pooling and Servicing Agreement, dated as of December 23, 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 1998-31, Class A-PO Certificates,
having an aggregate initial principal balance of $561,667.38, and Class B-4,
Class B-5 and Class B-6 Certificates, having an aggregate initial principal
balance of $1,501,632.09 (the "Private Class B Certificates" and, together with
the Class A-PO Certificates and the Offered Certificates, the "Certificates"),
were also issued pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates evidenced an
approximate 99.31% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
other than the Fixed Retained Yield (as defined in the Agreement), which may
include loans secured by shares issued by cooperative housing corporations. The
remaining undivided interests in the Trust Estate are evidenced by the Class
A-PO and Private Class B Certificates distributions on which are subordinated to
distributions on the Offered Certificates and the Class A-PO Certificates.
Interest on the Offered Certificates will be distributed on each
Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust Estate as a REMIC for federal
income tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3, Class
A-PO, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates will be treated as "regular interests" in the REMIC and the Class
A-R Certificate will be treated as the "residual interest" in the REMIC.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing Agreement, dated as of
December 23, 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
December 23, 1998
_______________________________
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 December 23, 1998
among Norwest Asset Securities Corporation,
Norwest Bank Minnesota, National Association
and First Union National Bank, as trustee.
NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of December 23, 1998
$300,149,299.47
Mortgage Pass-Through Certificates
Series 1998-31
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions......................................................1
Section 1.02. Acts of Holders.................................................46
Section 1.03. Effect of Headings and Table of Contents........................47
Section 1.04. Benefits of Agreement...........................................47
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE
OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.....................................1
Section 2.02. Acceptance by Trustee............................................2
Section 2.03. Representations and Warranties of the Master Servicer
and the Seller...................................................3
Section 2.04. Execution and Delivery of Certificates..........................10
Section 2.05. Designation of Certificates; Designation of Startup
Day and Latest Possible Maturity Date...........................10
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING OF
THE MORTGAGE LOANS
Section 3.01. Certificate Account..............................................1
Section 3.02. Permitted Withdrawals from the Certificate Account...............2
Section 3.03. Advances by Master Servicer and Trustee..........................4
Section 3.04. Trustee to Cooperate; Release of Owner Mortgage Loan Files......5
Section 3.05. Reports to the Trustee; Annual Compliance Statements.............6
Section 3.06. Title, Management and Disposition of Any REO Mortgage Loan.......7
Section 3.07. Amendments to Servicing Agreements, Modification of
Standard Provisions..............................................7
Section 3.08. Oversight of Servicing...........................................8
Section 3.09. Termination and Substitution of Servicing Agreements............11
Section 3.10. Application of Net Liquidation Proceeds.........................12
Section 3.11. 1934 Act Reports................................................12
<PAGE>
Page
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS
TO CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
Section 4.01. Distributions....................................................1
Section 4.02. Allocation of Realized Losses....................................6
Section 4.03. Paying Agent.....................................................8
Section 4.04. Statements to Certificateholders; Report to the Trustee
and the Seller...................................................9
Section 4.05. Reports to Mortgagors and the Internal Revenue Service..........13
Section 4.06. Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer..................................13
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.................................................1
Section 5.02. Registration of Certificates.....................................3
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates................6
Section 5.04. Persons Deemed Owners............................................7
Section 5.05. Access to List of Certificateholders' Names and Addresses........7
Section 5.06. Maintenance of Office or Agency..................................7
Section 5.07. Definitive Certificates..........................................8
Section 5.08. Notices to Clearing Agency.......................................8
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer..................1
Section 6.02. Merger or Consolidation of the Seller or the Master Servicer.....1
Section 6.03. Limitation on Liability of the Seller, the Master Servicer
and Others.......................................................1
Section 6.04. Resignation of the Master Servicer...............................2
Section 6.05. Compensation to the Master Servicer..............................2
Section 6.06. Assignment or Delegation of Duties by Master Servicer............2
Section 6.07. Indemnification of Trustee and Seller by Master Servicer.........3
ARTICLE VII
DEFAULT
Section 7.01. Events of Default................................................1
Section 7.02. Other Remedies of Trustee........................................2
Section 7.03. Directions by Certificateholders and Duties of Trustee
During Event of Default..........................................3
Section 7.04. Action upon Certain Failures of the Master Servicer
and upon Event of Default........................................3
Section 7.05. Trustee to Act; Appointment of Successor.........................3
<PAGE>
Page
Section 7.06. Notification to Certificateholders...............................5
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee................................................1
Section 8.02. Certain Matters Affecting the Trustee............................2
Section 8.03. Trustee Not Required to Make Investigation.......................2
Section 8.04. Trustee Not Liable for Certificates or Mortgage Loans............3
Section 8.05. Trustee May Own Certificates.....................................3
Section 8.06. The Master Servicer to Pay Fees and Expenses.....................3
Section 8.07. Eligibility Requirements.........................................4
Section 8.08. Resignation and Removal..........................................4
Section 8.09. Successor........................................................5
Section 8.10. Merger or Consolidation..........................................5
Section 8.11. Authenticating Agent.............................................6
Section 8.12. Separate Trustees and Co-Trustees................................7
Section 8.13. Appointment of Custodians........................................8
Section 8.14. Tax Matters; Compliance with REMIC Provisions....................8
Section 8.15. Monthly Advances................................................10
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the Seller or Liquidation
of All Mortgage Loans............................................1
Section 9.02. Additional Termination Requirements..............................3
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.......................................................1
Section 10.02. Recordation of Agreement........................................3
Section 10.03. Limitation on Rights of Certificateholders......................3
Section 10.04. Governing Law; Jurisdiction.....................................4
Section 10.05. Notices.........................................................4
Section 10.06. Severability of Provisions......................................4
Section 10.07. Special Notices to Rating Agencies..............................5
Section 10.08. Covenant of Seller..............................................6
Section 10.09. Recharacterization..............................................6
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate.................................1
Section 11.02. Cut-Off Date....................................................1
<PAGE>
Page
Section 11.03. Cut-Off Date Aggregate Principal Balance........................1
Section 11.04. Original Class A Percentage.....................................1
Section 11.05. Original Principal Balances of the Classes of
Class A Certificates............................................1
Section 11.06. Original Class A Non-PO Principal Balance.......................1
Section 11.07. Original Subordinated Percentage................................1
Section 11.08. Original Class B-1 Percentage...................................1
Section 11.09. Original Class B-2 Percentage...................................2
Section 11.10. Original Class B-3 Percentage...................................2
Section 11.11. Original Class B-4 Percentage...................................2
Section 11.12. Original Class B-5 Percentage...................................2
Section 11.13. Original Class B-6 Percentage...................................2
Section 11.14. Original Class B Principal Balance..............................2
Section 11.15. Original Principal Balances of the Classes of
Class B Certificates............................................2
Section 11.16. Original Class B-1 Fractional Interest..........................2
Section 11.17. Original Class B-2 Fractional Interest..........................2
Section 11.18. Original Class B-3 Fractional Interest..........................3
Section 11.19. Original Class B-4 Fractional Interest..........................3
Section 11.20. Original Class B-5 Fractional Interest..........................3
Section 11.21. Closing Date....................................................3
Section 11.22. Right to Purchase...............................................3
Section 11.23. Wire Transfer Eligibility.......................................3
Section 11.24. Single Certificate..............................................3
Section 11.25. Servicing Fee Rate..............................................4
Section 11.26. Master Servicing Fee Rate.......................................4
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1998-31 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest Mortgage
in Locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest Mortgage
from Frederick, Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA
Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
This Pooling and Servicing Agreement, dated as of December 23, 1998
executed by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, and FIRST UNION NATIONAL
BANK, as Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Adjusted Pool Amount: With respect to any Distribution Date, the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date,
the sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and any Class of
Class B Certificates, the greater of (A) zero and (B) (i) the Principal Balance
of such Class with respect to such Distribution Date minus (ii) the Adjustment
Amount for such Distribution Date less the Principal Balances for any Classes of
Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between (A)
the sum of the Class A Principal Balance and Class B Principal Balance as of the
related Determination Date and (B) the sum of (i) the sum of the Class A
Principal Balance and Class B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a) for such Distribution Date without regard to the
provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution Date, the
aggregate amount distributable to the Classes of Class A Certificates pursuant
to Paragraphs first, second, third and fourth of Section 4.01(a) on such
Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any Distribution Date,
an amount equal to the sum of the Class A Unpaid Interest Shortfalls for all the
Classes of Class A Certificates.
Aggregate Current Bankruptcy Losses: With respect to any Distribution Date,
the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any Distribution
Date, the sum of all Special Hazard Losses incurred on any of the Mortgage Loans
in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11. There shall initially be no Authenticating Agent for
the Certificates.
Available Master Servicer Compensation: As to any Distribution Date, the
sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trustee in writing that such Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (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, Class A-2 and Class A-3
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-PO Certificates or Class A-R
Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date and any Class of
Class A Certificates (other than the Class A-PO Certificates), the amount
distributable to such Class of Class A Certificates pursuant to Paragraphs
first, second and third clause (A) of Section 4.01(a). As to any Distribution
Date and the Class A-PO Certificates, the amount distributable to the Class A-PO
Certificates pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a) on such Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any Class of
Class A Certificates (other than the Class A-PO Certificates), the percentage
calculated by dividing the Interest Accrual Amount of such Class (determined
without regard to clause (ii) of the definition thereof) by the Class A Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Interest Accrual Amount).
Class A Interest Shortfall Amount: As to any Distribution Date and any
Class of Class A Certificates, any amount by which the Interest Accrual Amount
of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
Class A Loss Denominator: As to any Determination Date, an amount equal to
the Class A Non-PO Principal Balance.
Class A Loss Percentage: As to any Determination Date and any Class of
Class A Certificates (other than the Class A-PO Certificates) then outstanding,
the percentage calculated by dividing the Principal Balance of such Class by the
Class A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Class A Certificates not then outstanding), in each case
determined as of the preceding Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfalls and (iii) the Class A Non-PO
Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan.
Class A Non-PO Principal Balance: As of any date, an amount equal to the
Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution Date
will be equal to the amount distributed pursuant to priority third clause (A) of
the Pool Distribution Amount Allocation, in an aggregate amount up to the Class
A Non-PO Optimal Principal Amount.
Class A Pass-Through Rate: As to the Class A-1, Class A-2, Class A-3 and
Class A-R Certificates, the Class A Fixed Pass-Through Rate. The Class A-PO
Certificates are not entitled to interest and have no Class A Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on or prior to
the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and including
the Distribution Date in December 2003, 100%. As to any Distribution Date
subsequent to December 2003 to and including the Distribution Date in December
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 December 2004 to and including the Distribution Date in
December 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 December 2005 to and including the Distribution Date in
December 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 December 2006 to and including the Distribution Date in
December 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 December 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 December
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 January 2004 and December 2004,
(2) 35% of the Original Class B Principal Balance if such Distribution Date
occurs between and including January 2005 and December 2005, (3) 40% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including January 2006 and December 2006, (4) 45% of the Original Class B
Principal Balance if such Distribution Date occurs between and including January
2007 and December 2007, and (5) 50% of the Original Class B Principal Balance if
such Distribution Date occurs during or after January 2008. 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-PO Certificates and Class A-R Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and Class of
Class A Certificates, the amount, if any, by which the aggregate of the Class A
Interest Shortfall Amounts for such Class for prior Distribution Dates is in
excess of the amounts distributed in respect of such Class on prior Distribution
Dates pursuant to Paragraph second of Section 4.01(a).
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-PO Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum as to each Outstanding Mortgage Loan, of the product of (x) the
PO Fraction with respect to such Mortgage Loan and (y) the sum of
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date for
each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by the Seller during such preceding month pursuant to Section
2.02 or 2.03;
(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).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-1 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-1 Certificates on such Distribution Date pursuant to Paragraph fifth
of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the 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)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-2 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Percentage for such
Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-3 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Percentage for such
Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-3 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-4 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Percentage for such
Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-4 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-5 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a).
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)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-6 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such 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)
and (b) the Realized Losses allocated through such Determination Date to the
Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool
Amount as of the preceding Distribution Date less the Class A Principal Balance,
the Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: The principal office of the Trustee, at which at
any particular time its corporate trust business shall be administered, which
office at the date of the execution of this instrument is located at 230 South
Tryon Street, Charlotte, North Carolina 28288.
Cross-Over Date: The Distribution Date preceding the first Distribution
Date on which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution Date
that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt Period
is the Mid-Month Receipt Period and such Unscheduled Principal Receipt
is received by the Servicer on or after the Determination Date in the
month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate on
the amount of such Unscheduled Principal Receipt from the day of its
receipt or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution Date;
and
(B) in the case where the Applicable Unscheduled Principal Receipt Period
is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the
month in which such Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trustee, substantially in the form of Exhibit E hereto, as the same may be
amended or modified from time to time in accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if any,
hereafter appointed by the Trustee pursuant to Section 8.13, or its successor in
interest under the Custodial Agreement. The Custodian may (but need not) be the
Trustee or any Person directly or indirectly controlling or controlled by or
under common control of the Trustee. Neither a Servicer, nor the Seller nor the
Master Servicer nor any Person directly or indirectly controlling or controlled
by or under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Fitch: Fitch IBCA, Inc. or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each Certificate
representing the principal portion of the Cut-Off Date Aggregate Principal
Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate
of less than 6.250%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any federal tax on
the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating Agency
or result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each Rating
Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision 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-PO, Class A-R, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates is January 25, 2014
which corresponds to the "latest possible maturity date" for purposes of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended.
Fixed Retained Yield: The fixed percentage of interest on each Mortgage
Loan with a Mortgage Interest Rate greater than the sum of (a) 6.250%, (b) the
Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per annum
rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate on such
Mortgage Loan minus the sum of (i) 6.250%, (ii) the Servicing Fee Rate and (iii)
the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
Foreclosure Profits: As to any Distribution Date, the excess, if any, of
(i) Net Liquidation Proceeds in respect of each Mortgage Loan that became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date over
(ii) the sum of the unpaid principal balance of each such Liquidated Loan plus
accrued and unpaid interest at the applicable Mortgage Interest Rate on the
unpaid principal balance thereof from the Due Date to which interest was last
paid by the Mortgagor (or, in the case of a Liquidated Loan that had been an REO
Mortgage Loan, from the Due Date to which interest was last deemed to have been
paid) to the first day of the month in which such Distribution Date occurs.
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 $6,002,985.99 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class of Class
A Certificates (other than the Class A-PO Certificates), (i) the product of (a)
1/12th of the Class A Pass-Through Rate for such Class and (b) the Principal
Balance of such Class as of the Determination Date preceding such Distribution
Date minus (ii) the Class A Interest Percentage of such Class of (x) any
Non-Supported Interest Shortfall allocated to the Class A Certificates with
respect to such Distribution Date, (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (z) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates, an
amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate and
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class B Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class B Certificates
with respect to such Distribution Date and (y) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trustee pursuant hereto respecting the
related Mortgage Loan, including any unreimbursed advances for real property
taxes or for property restoration or preservation of the related Mortgaged
Property. Liquidation Expenses shall not include any previously incurred
expenses in respect of an REO Mortgage Loan which have been netted against
related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
Mid-Month Receipt Period: With respect to each Distribution Date, the one
month period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage Loan)
and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Month End Interest: As defined in each Servicing Agreement.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage Note
and/or Mortgage riders required when the Mortgaged Property is a condominium
unit or a unit in a planned unit development.
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(f).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in interest.
Norwest Mortgage Correspondents: The entities listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for the
servicing of the Exhibit F-1 Mortgage Loans and Exhibit F-2 Mortgage Loans
initially by Norwest Mortgage.
Officers' Certificate: With respect to any Person, a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B Certificates
and any Distribution Date, an Optimal Adjustment Event will occur with respect
to such Class if: (i) the Principal Balance of such Class on the Determination
Date succeeding such Distribution Date would have been reduced to zero
(regardless of whether such Principal Balance was reduced to zero as a result of
principal distribution or the allocation of Realized Losses) and (ii) (a) the
Principal Balance of any Class of Class A Certificates would be subject to
further reduction as a result of the third or fifth sentences of the definition
of Principal 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 and Class A-R
Certificates, as set forth in Section 11.06.
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.14.
Original Class B-1 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance, Original Class B-5 Principal Balance and the Original Class
B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-2 Fractional Interest is specified in Section 11.17.
Original Class B-3 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance, the Original Class B-5 Principal Balance and the Original Class B-6
Principal Balance by the sum of the Original Class A Non-PO Principal Balance
and the Original Class B Principal Balance. The Original Class B-3 Fractional
Interest is specified in Section 11.18.
Original Class B-4 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-4 Fractional Interest is specified in Section 11.19.
Original Class B-5 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B-6 Principal Balance by
the sum of the Original Class A Non-PO Principal Balance and the Original Class
B Principal Balance. The Original Class B-5 Fractional Interest is specified in
Section 11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of the Cut-Off
Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of the Cut-Off
Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of the Cut-Off
Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of the Cut-Off
Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of the Cut-Off
Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of the Cut-Off
Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Principal Balance: Any of the Original Principal Balances of the
Classes of Class A Certificates as set forth in Section 11.05; the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance or Original Class B-6 Principal Balance as set forth
in Section 11.15.
Original Subordinated Percentage: The Subordinated Percentage as of the
Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the Norwest
Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Mortgage Loan) which was not the subject of a Full Unscheduled Principal
Receipt prior to such Due Date and which was not repurchased by the Seller prior
to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as agent for
the Master Servicer, to make distributions to Certificateholders with respect to
the Certificates and to forward to Certificateholders the periodic and annual
statements required by Section 4.04. The Paying Agent may be any Person directly
or indirectly controlling or controlled by or under common control with the
Master Servicer and may be the Trustee. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class A Certificates. With respect to a Class B Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trustee hereunder, the amount of any such advances being
equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt 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.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class
B-6 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for such Class of Class B Certificates shall equal the difference between (i)
the amount that would have been distributed to such Class as principal in
accordance with Section 4.01(a) for such Distribution Date, calculated without
regard to such proviso and assuming there are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any Class
of Class A Certificates, the Original Principal Balance of such Class. As of any
subsequent Determination Date prior to the Cross-Over Date and as to any Class
of Class A Certificates (other than the Class A-PO Certificates), the Original
Principal Balance of such Class less the sum of (a) all amounts previously
distributed in respect of such Class on prior Distribution Dates (i) pursuant to
Paragraph third clause (A) of Section 4.01(a) and (ii) as a result of a
Principal Adjustment, and (b) the Realized Losses allocated through such
Determination Date to such Class pursuant to Section 4.02(b). After the
Cross-Over Date, each such Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A Loss
Percentage of such Class and the excess, if any, of (i) the Class A Non-PO
Principal Balance as of such Determination Date without regard to this sentence
over (ii) the difference between (A) the Adjusted Pool Amount for the preceding
Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over Date and as
to the Class A-PO Certificates, the Original Principal Balance of such Class
less the sum of (a) all amounts previously distributed in respect of the Class
A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, such Principal Balance will also be
reduced on each Determination Date by an amount equal to the difference, if any,
between such Principal Balance as of such Determination Date without regard to
this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance, respectively.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of the Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rate Determination Date: As to any Distribution Date, the second LIBOR
Business Day preceding the Distribution Date in the month preceding the month in
which such Distribution Date occurs.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class B-1 Certificates are
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. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, the Chairman or
Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
S&P: Standard & Poor's, or its successor in interest.
Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date,
the principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each 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. Countrywide Home Loans, Inc.
HomeSide Lending, National City Mortgage Company, Bank of Oklahoma, N.A.,
Hibernia National Bank, The Huntington Mortgage Company, Plymouth Savings Bank,
North American Mortgage Corporation, BankNorth Mortgage Company and FT Mortgage
Companies.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.25.
Servicing Officer: Any officer of a Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the smallest
permissible Denomination for such Class, as set forth in Section 11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the
part of the Trustee or the Servicer or any of their
agents or employees; or
(3) errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or a
part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$3,859,065.29 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
Hazard Adjustment Amount shall be calculated and shall be equal to the amount,
if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates as evidenced
by letters to that effect delivered by Rating Agencies to the Master Servicer
and the Trustee. On and after the Cross-Over Date, the Special Hazard Loss
Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the percentage which
is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Estate: The corpus of the trust created by this Agreement, consisting
of the Mortgage Loans (other than any Fixed Retained Yield), such amounts as may
be held from time to time in the Certificate Account (other than any Fixed
Retained Yield), the rights of the Trustee to receive the proceeds of all
insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement and property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
Trustee: First Union National Bank, a national banking association with its
principal office located in Charlotte, North Carolina, or any successor trustee
appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest Shortfalls,
the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid Interest
Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4 Unpaid
Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class B-6
Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other recovery
of principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt Period or
a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal to the ratio
obtained by dividing the Principal Balance of such Class by the sum of the Class
A Principal Balance and the Class B Principal Balance. Each Certificateholder of
a Class will have a Voting Interest equal to the product of the Voting Interest
to which such Class is collectively entitled and the Percentage Interest in such
Class represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class of Certificates
or specified Classes of Certificates, each Certificateholder of a Class will
have a Voting Interest in such Class equal to such Holder's Percentage Interest
in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution Date, a
rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
SECTION 1.02. ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, if made in the manner provided in this Section 1.02. The
Trustee shall promptly notify the Master Servicer in writing of the receipt of
any such instrument or writing.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. When such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the individual executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
SECTION 1.03. EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04. BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or implied, shall
give to any Person, other than the parties to this Agreement and their
successors hereunder and the Holders of the Certificates any benefit or any
legal or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01. CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest (other than
the portion, if any, representing the Fixed Retained Yield) and principal
received by the Seller on or with respect to the Mortgage Loans after the
Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial
Custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any
Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment
is in the process of being recorded on the Closing Date, the Seller shall
deliver a copy thereof, certified by Norwest Mortgage or the applicable Norwest
Mortgage Correspondent to be a true and complete copy of the document sent for
recording, and the Seller shall use its best efforts to cause each such original
recorded document or certified copy thereof to be delivered to the Trustee
promptly following its recordation, but in no event later than one (1) year
following the Closing Date. The Seller shall also cause to be delivered to the
Trustee any other original mortgage loan document to be included in the Owner
Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay
from its own funds, without any right of reimbursement therefor, the amount of
any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trustee within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the
extent set forth in the applicable Servicing Agreement, deliver or cause to be
delivered to the Trustee the assignment of the Mortgage Loan from the Seller to
the Trustee in a form suitable for recordation, together with an Opinion of
Counsel to the effect that recording is not required to protect the Trustee's
right, title and 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 180 months;
(xx) Each Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of
the benefits of the security, including realization by judicial
foreclosure (subject to any limitation arising from any bankruptcy,
insolvency or other law for the relief of debtors), and there is no
homestead or other exemption available to the Mortgagor which would
interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and consists of a one- to four-unit residential property, which may
include a detached home, townhouse, condominium unit or a unit in a
planned unit development or, in the case of Mortgage Loans secured by
Co-op Shares, leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trustee in place of the related Mortgage
Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos
"living" trust, (i) such trust is in compliance with FNMA or FHLMC
standards for inter vivos trusts and (ii) 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, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate", receipt of which is hereby acknowledged,
Certificates in authorized denominations which evidence ownership of the entire
Trust Estate.
SECTION 2.05. DESIGNATION OF CERTIFICATES; DESIGNATION OF STARTUP DAY AND LATEST
POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates (other
than the Class A-R Certificate) and the Classes of Class B Certificates as
classes of "regular interests" and the Class A-R Certificate as the single class
of "residual interest" in the REMIC for the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively. The Closing Date is hereby designated as the
"Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9). The
"latest possible maturity date" of the regular interests in the REMIC is January
25, 2014 for purposes of Code Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01. CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a
Certificate Account for the deposit of funds received by the Master Servicer
with respect to the Mortgage Loans serviced by each Servicer pursuant to each of
the Servicing Agreements. Such account shall be maintained as an Eligible
Account. The Master Servicer shall give notice to each Servicer and the Seller
of the location of the Certificate Account and of any change in the location
thereof.
(b) The Master Servicer shall deposit into the Certificate
Account on the day of receipt thereof all amounts received by it from any
Servicer pursuant to any of the Servicing Agreements, and shall, in addition,
deposit into the Certificate Account the following amounts, in the case of
amounts specified in clause (i), not later than the Distribution Date on which
such amounts are required to be distributed to Certificateholders and, in the
case of the amounts specified in clause (ii), not later than the Business Day
next following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master Servicer or the Trustee, if any and any amounts deemed received
by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by
the Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor
or, where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the
Certificate Account to be invested in Eligible Investments. No such Eligible
Investments will be sold or disposed of at a gain prior to maturity unless the
Master Servicer has received an Opinion of Counsel or other evidence
satisfactory to it that such sale or disposition will not cause the Trust Estate
to be subject to Prohibited Transactions Tax, otherwise subject the Trust Estate
to tax, or cause the Trust Estate to fail to qualify as a REMIC while any
Certificates are outstanding. Any amounts deposited in the Certificate Account
prior to the Distribution Date shall be invested for the account of the Master
Servicer and any investment income thereon shall be additional compensation to
the Master Servicer for services rendered under this Agreement. The amount of
any losses incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized.
(d) For purposes of this Agreement, the Master Servicer will
be deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make
withdrawals from the Certificate Account for the following purposes (limited, in
the case of Servicer reimbursements, to cases where funds in the respective
Custodial P&I Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any
Servicer for Periodic Advances made by the Master Servicer or the
Trustee pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such
right to reimbursement pursuant to this subclause (i) being limited to
amounts received on or in respect of particular Mortgage Loans
(including, for this purpose, Liquidation Proceeds, REO Proceeds and
proceeds from the purchase, sale, repurchase or substitution of
Mortgage Loans pursuant to Sections 2.02, 2.03, 3.08 or 9.01)
respecting which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the
Trustee for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and
not from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended
by the Master Servicer or any Servicer pursuant hereto or to any
Servicing Agreement, respectively, in good faith in connection with the
restoration of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or
other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, to pay the Master Servicing Fee with respect
to such Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the
Trustee (or, in certain cases, the Seller) for expenses incurred by it
(including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or
the second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within
the meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to
each Mortgage Loan or property acquired in respect thereof that has
been repurchased or replaced pursuant to Section 2.02 or 2.03 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer
with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 3.08 or 9.01, all
amounts received thereon and not required to be distributed as of the
date on which the related repurchase or purchase price or Scheduled
Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in
the manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid
Master Servicing Fee or Servicing Fee (as adjusted pursuant to the
related Servicing Agreement) and any unpaid assumption fees, late
payment charges or other Mortgagor charges on the related Mortgage
Loan;
(x) to withdraw from the Certificate Account any amount
deposited in the Certificate Account that was not required to be
deposited therein;
(xi) to clear and terminate the Certificate Account pursuant
to Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with
respect to a particular Mortgage Loan, the Fixed Retained Yield, if
any, with respect to such Mortgage Loan; provided, however, that with
respect to any payment of interest received by the Master Servicer in
respect of a Mortgage Loan (whether paid by the Mortgagor or received
as Liquidation Proceeds, Insurance Proceeds or otherwise) which is less
than the full amount of interest then due with respect to such Mortgage
Loan, only that portion of such payment of interest that bears the same
relationship to the total amount of such payment of interest as the
Fixed Retained Yield Rate, if any, in respect of such Mortgage Loan
bears to the Mortgage Interest Rate shall be allocated to the Fixed
Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any payment to and withdrawal from the Certificate Account.
SECTION 3.03. ADVANCES BY MASTER SERVICER AND TRUSTEE.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event Norwest
Mortgage fails to make any required Periodic Advances of principal and interest
on a Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of Norwest Mortgage or such Other Servicer, as the case may be, (ii)
the amount actually advanced by Norwest Mortgage or such Other Servicer, (iii)
the amount that the Trustee or Master Servicer is required to advance hereunder,
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 Trust Estate of REMIC status for federal income tax
purposes or (iii) the imposition of any Prohibited Transaction Tax or any
federal taxes on the REMIC or the Trust Estate. The Master Servicer shall have
full power and authority in its sole discretion to take any action with respect
to the Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trustee or the Master Servicer, such modification
shall be construed as a substitution of the modified Mortgage Loan for the
Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled to repurchase at its option any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor. The purchase price for any such Mortgage Loan shall
be 100% of the unpaid principal balance of such Mortgage Loan plus accrued
interest thereon at the Mortgage Interest Rate for such Mortgage Loan, through
the last day of the month in which such repurchase occurs. Upon the receipt of
such purchase price, the Master Servicer shall provide to the Trustee the
certification required by Section 3.04 and the Trustee and the Custodian, if
any, shall promptly release to the Seller the Owner Mortgage Loan File relating
to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to the
Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer 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) On each Distribution Date, the Pool Distribution Amount
will be applied in the following amounts, to the extent the Pool Distribution
Amount is sufficient therefor, in the manner and in the order of priority as
follows:
first, to the Classes of Class A Certificates, pro rata, based
upon their respective Interest Accrual Amounts, in an aggregate amount up to the
Class A Interest Accrual Amount with respect to such Distribution Date;
second, to the Classes of Class A Certificates, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls, in an aggregate
amount up to the Aggregate Class A Unpaid Interest Shortfall;
third, concurrently, pro rata, to the Class A Certificates
(other than the Class A-PO Certificates), based on the Class A Non-PO Optimal
Principal Amount, and the Class A-PO Certificates, based on the Class A-PO
Optimal Principal Amount, (A) to the Classes of Class A Certificates (other than
the Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such Classes
in accordance with Section 4.01(b) or Section 4.01(c), as applicable, and (B) to
the Class A-PO Certificates in an amount up to the Class A-PO Optimal Principal
Amount;
fourth, to the Class A-PO Certificates in an amount up to the
Class A-PO Deferred Amount, but only from amounts otherwise distributable
(without regard to this Paragraph fourth) first to the Class B-6 Certificates
pursuant to Paragraph twenty-second, below, second to the Class B-5 Certificates
pursuant to Paragraph nineteenth, below, third to the Class B-4 Certificates
pursuant to Paragraph sixteenth, below, fourth to the Class B-3 Certificates
pursuant to Paragraph thirteenth, below, fifth to the Class B-2 Certificates
pursuant to Paragraph tenth below, and sixth to the Class B-1 Certificates
pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates in an amount up to the
Interest Accrual Amount for the Class B-1 Certificates with respect to such
Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the
Class B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the
Class B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Paragraph seventh
will be reduced by the amount, if any, that would have been distributable to the
Class B-1 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the
Class B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the
Class B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-2 Certificates pursuant to this Paragraph tenth
will be reduced by the amount, if any, that would have been distributable to the
Class B-2 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to such
Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to
the Class B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to
the Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to
the Interest Accrual Amount for the Class B-4 Certificates with respect to such
Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to
the Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to
the Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph sixteenth
will be reduced by the amount, if any, that would have been distributable to the
Class B-4 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to
the Interest Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to
the Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to
the Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to
the Interest Accrual Amount for the Class B-6 Certificates with respect to such
Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to
the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up
to the Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate.
Notwithstanding the foregoing, after the Principal Balance of any Class
(other than the Class A-R Certificate) has been reduced to zero, such Class will
be entitled to no further distributions of principal or interest (including,
without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-R
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their outstanding Principal Balances.
(b) On each Distribution Date occurring prior to the
Cross-Over Date, the Class A Non-PO Principal Distribution Amount will
be allocated among and distributed in reduction of the Principal
Balances of the Classes of Class A Certificates (other than the
Principal Balance of the Class A-PO Certificates), concurrently, as
follows:
(i) 94.3930551392% sequentially to the Class A-R and Class A-1
Certificates, in that order, until the Principal Balance of each such
Class has been reduced to zero; and
(ii) 5.6069448608% sequentially to the Class A-2 and Class A-3
Certificates, in that order, until the Principal Balance of each such
Class has been reduced to zero.
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, the Class A Non-PO Principal
Distribution Amount shall be distributed among the Classes of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Principal Balances without regard to either the
proportions or the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of
Class B Certificates are eligible to receive distributions of principal with
respect to any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1 Principal
Balance is greater than zero, the Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(B) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2 Principal
Balance is greater than zero, the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions
of principal; or
(C) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3 Principal
Balance is greater than zero, the Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of
principal; or
(D) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4 Principal
Balance is greater than zero, the Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class B-5 Principal
Balance is greater than zero, the Class B-6 Certificates shall not be
eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution
Date the aggregate distributions to Holders of the Classes of Class B
Certificates entitled to receive distributions of principal would reduce the
Principal Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B Certificates
to zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
the Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being eligible to
receive principal distributions for the purpose of applying the definition of
its Class B Percentage or Class B Prepayment Percentage.
(e) On each Distribution Date other than the Final
Distribution Date (if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Seller), the Paying Agent
shall, on behalf of the Master Servicer, from funds remitted to it by the Master
Servicer, distribute to each Certificateholder of record on the preceding Record
Date (other than as provided in Section 9.01 respecting the final distribution
to Certificateholders or in the last paragraph of this Section 4.01(e)
respecting the final distribution in respect of any Class) either in immediately
available funds by wire transfer to the account of such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder holds Certificates having a Denomination at least equal to
that specified in Section 11.23, and has so notified the Master Servicer or, if
applicable, the Paying Agent at least seven Business Days prior to the
Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Class A Distribution Amount
with respect to each Class of Class A Certificates and the Class B Distribution
Amount with respect to each Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Principal Balance of any Class of Class A Certificates (other than the
Class A-R Certificate) or the Principal Balance of any Class of Class B
Certificates would be reduced to zero, the Master Servicer shall, as soon as
practicable after the Determination Date relating to such Distribution Date,
send a notice to the Trustee. The Trustee will then send a notice to each
Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trustee therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by
the Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation, partnership (except to the extent provided in applicable
Treasury regulations) or other entity created or organized in or under the laws
of the United States or any political subdivision thereof, an estate that is
subject to United States federal income tax regardless of the source of its
income or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).
SECTION 4.02. ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal
portion of Realized Losses (other than Debt Service Reductions, Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be
allocated as follows:
first, to the Class B-6 Certificates until the Class B-6
Principal Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5
Principal Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4
Principal Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3
Principal Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2
Principal Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1
Principal Balance has been reduced to zero; and
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.
SECTION 4.03. PAYING AGENT.
(a) The Master Servicer hereby appoints the Trustee as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer
for distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee
all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment
Account, which shall be a separate trust account and an Eligible Account, in
which the Master Servicer shall cause to be deposited from funds in the
Certificate Account or, to the extent required hereunder, from its own funds (i)
at or before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
SECTION 4.04. STATEMENTS TO CERTIFICATEHOLDERS; REPORT TO THE TRUSTEE AND THE
SELLER.
Concurrently with each distribution pursuant to Section 4.01(e), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class
of Class A Certificates allocable to principal, separately identifying
the aggregate amount of any Unscheduled Principal Receipts included
therein;
(ii) (a) the amount of such distribution to Holders of each
Class of Class A Certificates allocable to interest, (b) the amount of
the Current Class A Interest Distribution Amount allocated to each
Class of Class A Certificates, (c) any Class A Interest Shortfall
Amounts arising with respect to such Distribution Date and any
remaining Class A Unpaid Interest Shortfall with respect to each Class
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class A
Certificates for such Distribution Date and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class for such Distribution Date;
(iii) the amount of such distribution to Holders of each Class
of Class B Certificates allocable to principal, separately identifying
the aggregate amount of any Unscheduled Principal Receipts included
therein;
(iv) (a) the amount of such distribution to Holders of each
Class of Class B Certificates allocable to interest, (b) the amount of
the Current Class B Interest Distribution Amount allocated to each
Class of Class B Certificates, (c) any Class B Interest Shortfall
Amounts arising with respect to such Distribution Date and any
remaining Class B Unpaid Interest Shortfall with respect to each Class
of Class B Certificates after giving effect to such distribution, (d)
the amount of any Non-Supported Interest Shortfall allocated to each
Class of Class B Certificates for such Distribution Date, and (e) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses allocated to each Class of Class B
Certificates for such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trustee pursuant to the Servicing Agreements or
this Agreement;
(vi) the number of Mortgage Loans outstanding as of the
preceding Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of
each Class of Class A Certificates, the Class B Principal Balance and
the Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions
of principal made, and the principal portion of Realized Losses, if
any, allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans
for such Distribution Date and the aggregate Scheduled Principal
Balance of the Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the
Mortgage Loans serviced by Norwest Mortgage and, collectively, by the
Other Servicers as of such Distribution Date;
(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; and
(xxiv) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare
their tax returns;
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of Class A
Certificates pursuant to clauses (i) and (ii) above and with respect to a Class
of Class B Certificates pursuant to clauses (iii) and (iv) above, the amounts
shall be expressed as a dollar amount per Class A or Class B Certificate (other
than the Class A-R Certificate) with a $1,000 Denomination, and as a dollar
amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder and the information set forth in clauses
(iii) and (iv)(a) above in the case of a Class B Certificateholder aggregated
for such calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trustee,
any Paying Agent and the Seller (the information in such statement to be made
available to Certificateholders by the Master Servicer on written request)
setting forth the Class A Distribution Amount with respect to each Class of
Class A Certificates and the Class B Distribution Amount with respect to each
Class of Class B Certificates. The determination by the Master Servicer of such
amounts shall, in the absence of obvious error, be presumptively deemed to be
correct for all purposes hereunder and the Trustee and the Paying Agent shall be
protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
SECTION 4.05. REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off Date,
make the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trustee acquires an
interest in a Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan serviced by such
Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Servicers shall be in form and substance sufficient
to meet the reporting requirements imposed by Code Section 6050J. In addition,
each Servicer shall provide the Master Servicer with sufficient information to
allow the Master Servicer to, for each year ending after the Cut-Off Date,
provide, or cause to be provided, to the Internal Revenue Service and the
Mortgagors such information as is required under Code Sections 6050H (regarding
payment of interest) and 6050P (regarding cancellation of indebtedness).
SECTION 4.06. CALCULATION OF AMOUNTS; BINDING EFFECT OF INTERPRETATIONS AND
ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to be made
on the Certificates and all losses to be allocated to the Certificates. In the
event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates or the allocation of losses to the Certificates, the
interpretation of such provisions and any actions taken by the Master Servicer
in good faith to implement such interpretation shall be binding upon
Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
SECTION 5.01. THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only
in minimum Denominations of a Single Certificate and, except for the Class A-PO,
Class A-R, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in
excess thereof (except, if necessary, for one Certificate of each Class (other
than the Class A-PO, Class A-R, Class B-5 and Class B-6 Certificates) that
evidences one Single Certificate plus such additional principal portion as is
required in order for all Certificates of such Class to equal the aggregate
Original Principal Balance of such Class, as the case may be), and shall be
substantially in the respective forms set forth as Exhibits A-1, A-2, A-3, A-PO,
A-R, B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse side of Certificates) hereto.
On original issue the Certificates shall be executed and delivered by the
Trustee to or upon the order of the Seller upon receipt by the Trustee or the
Custodian of the documents specified in Section 2.01. The aggregate principal
portion evidenced by the Class A and Class B Certificates shall be the sum of
the amounts specifically set forth in the respective Certificates. The
Certificates shall be executed by manual or facsimile signature on behalf of the
Trustee by any Responsible Officer thereof. Certificates bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Trustee shall bind the Trustee notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually countersigned by a
Responsible Officer of the Trustee, or unless there appears on such Certificate
a certificate of authentication executed by the Authenticating Agent by manual
signature, and such countersignature or certificate upon a Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section
5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of
[the Clearing Agency] to the Seller or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall
be issued in the form of one or more typewritten certificates, to be delivered
to The Depository Trust Company, the initial Clearing Agency, by, or on behalf
of, the Seller. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full
force and effect;
(ii) the Seller, the Master Servicer, the Certificate
Registrar and the Trustee may deal with the Clearing Agency for all
purposes (including the making of distributions on the Book-Entry
Certificates and the taking of actions by the Holders of Book-Entry
Certificates) as the authorized representative of the Beneficial
Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established
by law, the rules, regulations and procedures of the Clearing Agency
and agreements between such Beneficial Owners and the Clearing Agency
and/or the Clearing Agency Participants, and all references in this
Agreement to actions by Certificateholders shall, with respect to the
Book-Entry Certificates, refer to actions taken by the Clearing Agency
upon instructions from the Clearing Agency Participants, and all
references in this Agreement to distributions, notices, reports and
statements to Certificateholders shall, with respect to the Book-Entry
Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the
Book-Entry Certificates, as the case may be, for distribution to
Beneficial Owners in accordance with the procedures of the Clearing
Agency; and
(v) the initial Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and
transmit distributions of principal and interest on the Certificates to
the Clearing Agency Participants, for distribution by such Clearing
Agency Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the reports or statements referred to
in Section 4.04 shall be available to Beneficial Owners upon written request to
the Trustee at the Corporate Trust Office.
SECTION 5.02. REGISTRATION OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices
or agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by
the Certificate Registrar, the Trustee or the Authenticating Agent in accordance
with their standard procedures.
(b) No transfer of a Class A-PO, Class B-4, Class B-5 or Class
B-6 Certificate shall be made unless the registration requirements of the
Securities Act of 1933, as amended, and any applicable State securities laws are
complied with, or such transfer is exempt from the registration requirements
under said Act and laws. In the event that a transfer is to be made in reliance
upon an exemption from said Act or laws, (i) unless such transfer is made in
reliance on Rule 144A, the Trustee or the Seller may, if such transfer is to be
made within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
A-PO, Class B-4, Class B-5 or Class B-6 Certificateholder to deliver a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Seller, to the effect that such transfer may be made pursuant to
an exemption, describing the applicable exemption and the basis therefor, from
said Act and laws or is being made pursuant to said Act and laws, which Opinion
of Counsel shall not be an expense of the Trustee, the Seller or the Master
Servicer, and (ii) the Trustee shall require the transferee (other than an
affiliate of the Seller on the Closing Date) to execute an investment letter in
the form of Exhibit J hereto certifying to the Seller and the Trustee the facts
surrounding such transfer, which investment letter shall not be an expense of
the Trustee, the Seller or the Master Servicer. The Holder of a Class A-PO,
Class B-4, Class B-5 or Class B-6 Certificate desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. Neither the Seller nor the Trustee
is under an obligation to register the Class A-PO, Class B-4, Class B-5 or Class
B-6 Certificates under said Act or any other securities law.
(c) No transfer of a Class A-PO or Class B Certificate shall
be made (other than the transfer of the Class A-PO Certificates to an affiliate
of the Seller on the Closing Date) unless the Trustee shall have received (i) a
representation letter from the transferee in the form of Exhibit J hereto, in
the case of a Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate, or in
the form of Exhibit K hereto, in the case of a Class B-1, Class B-2 or Class B-3
Certificate, to the effect that either (a) such transferee is not an employee
benefit plan or other retirement arrangement subject to Title I of ERISA or Code
Section 4975, or a governmental plan, as defined in Section 3(32) of ERISA,
subject to any federal, state or local law ("Similar Law") which is to a
material extent similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan") and is not a person acting on behalf of or using the
assets of any such Plan, which representation letter shall not be an expense of
the Trustee, the Seller or the Master Servicer or (b) with respect to the Class
B Certificates only, if such transferee is an insurance company, (A) the source
of funds used to purchase the Class B Certificate is an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12,
1995)), (B) there is no Plan with respect to which the amount of such general
account's reserves and liabilities for the contract(s) held by or on behalf of
such Plan and all other Plans maintained by the same employer (or affiliate
thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee
organization exceeds 10% of the total of all reserves and liabilities of such
general account (as such amounts are determined under Section I(a) of PTE 95-60)
at the date of acquisition and (C) the purchase and holding of such Class B
Certificates are covered by Sections I and III of PTE 95-60 or (ii) in the case
of any such Class A-PO or Class B Certificate presented for registration in the
name of a Plan, or a trustee of any such Plan, (A) an Opinion of Counsel
satisfactory to the Trustee and the Seller to the effect that the purchase or
holding of such Class A-PO or Class B Certificate will not result in the assets
of the Trust Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Seller or the Master Servicer to any obligation in
addition to those undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee, the Seller or the Master Servicer and (B) such
other opinions of counsel, officer's certificates and agreements as the Seller
or the Master Servicer may require in connection with such transfer, which
opinions of counsel, officers' certificates and agreements shall not be an
expense of the Trustee, the Seller or the Master Servicer. The Class A-PO and
Class B Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of
the Class A-R Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trustee shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class A-R Certificate in connection with any such transfer to a disqualified
organization or agent thereof (including a broker, nominee or middleman), an
ERISA Prohibited Holder or a Non-permitted Foreign Holder, and neither the
Certificate Registrar nor the Trustee shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class A-R
Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class A-R Certificate to disqualified
organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such
affidavit shall also contain the statement of the transferee that (i) the
transferee has historically paid its debts as they have come due and intends to
do so in the future, (ii) the transferee understands that it may incur
liabilities in excess of cash flows generated by the residual interest, (iii)
the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in
any portion of the Class A-R Certificate has been transferred, directly or
indirectly, to a disqualified organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Class A-R Certificate in constructive
trust for the last transferor who was not a disqualified organization or agent
thereof, and such transferor shall be restored as the owner of the Class A-R
Certificate as completely as if such transfer had never occurred, provided that
the Master Servicer may, but is not required to, recover any distributions made
to such transferee with respect to the Class A-R Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R Certificate or such agent (within 60 days of the
request therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R Certificate (or portion thereof) for periods after
such transfer. At the election of the Master Servicer, the cost to the Master
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Master Servicer shall
in no event be excused from furnishing such information.
SECTION 5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trustee or the
Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
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 FHLMC, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably 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 the REMIC to federal, state or local tax or cause the REMIC to not
qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of the
Trustee.
SECTION 8.11. AUTHENTICATING AGENT.
The Trustee may appoint an Authenticating Agent, which shall be authorized
to act on behalf of the Trustee in authenticating Certificates. Wherever
reference is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's countersignature, such reference shall be deemed to
include authentication on behalf of the Trustee by the Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Seller and the Master
Servicer. The Trustee may at any time terminate the agency of the Authenticating
Agent by giving written notice thereof to the Authenticating Agent, the Seller
and the Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time the Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.11, the Trustee
promptly shall appoint a successor Authenticating Agent, which shall be
acceptable to the Master Servicer, and shall give written notice of such
appointment to the Seller, and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be a reimbursable expense
under Section 8.06.
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 a
REMIC; or (ii) cause the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on either the REMIC or the
Trust Estate. The Master Servicer, or, in the case of any action required by law
to be performed directly by the Trustee, the Trustee, shall (i) prepare or cause
to be prepared, timely cause to be signed by the Trustee and file or cause to be
filed annual federal and applicable state and local income tax returns using a
calendar year as the taxable year for the REMIC and the accrual method of
accounting; (ii) in the first such federal tax return, make, or cause to be
made, elections satisfying the requirements of the REMIC Provisions, on behalf
of the Trust Estate, to treat the Trust Estate as a REMIC; (iii) prepare,
execute and forward, or cause to be prepared, executed and forwarded, to the
Certificateholders all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the Internal Revenue Service and any other relevant governmental taxing
authority in accordance with the REMIC Provisions and any other applicable
federal, state or local laws, including without limitation information reports
relating to "original issue discount" and "market discount" as defined in the
Code based upon the issue prices, prepayment assumption and cash flows provided
by the Seller to the Trustee and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the REMIC,
including but not limited to the income, expenses, individual Mortgage Loans
(including REO Mortgage Loans, other assets and liabilities of the REMIC, and
the fair market value and adjusted basis of the REMIC property determined at
such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the REMIC within the meaning of Code
Section 860D(a)(2) other than the interests represented by the Class A-1, Class
A-2, Class A-3, Class A-PO and Class A-R Certificates and the Class B-l, Class
B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates; (viii) exercise
reasonable care not to allow the occurrence of any "prohibited transactions"
within the meaning of Code Section 860F(a), unless the Master Servicer shall
have provided an Opinion of Counsel to the Trustee that such occurrence would
not (a) result in a taxable gain, (b) otherwise subject either the Trust Estate
or the REMIC to tax or (c) cause the Trust Estate to fail to qualify as a REMIC;
(ix) exercise reasonable care not to allow the REMIC to receive income from the
performance of services or from assets not permitted under the REMIC Provisions
to be held by a REMIC; (x) pay (on behalf of the REMIC) the amount of any
federal income tax, including, without limitation, prohibited transaction taxes,
taxes on net income from foreclosure property, and taxes on certain
contributions to a REMIC after the Startup Day, imposed on the REMIC when and as
the same shall be due and payable (but such obligation shall not prevent the
Master Servicer or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the REMIC within the meaning of
Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby
designated as agent of the Class A-R Certificateholder for such purpose (or if
the Master Servicer is not so permitted, the Holder of the Class A-R Certificate
shall be tax matters person in accordance with the REMIC Provisions). The Master
Servicer shall be entitled to be reimbursed pursuant to Section 3.02 for any
taxes paid by it pursuant to clause (x) of the preceding sentence, except to the
extent that such taxes are imposed as a result of the bad faith, willful
misfeasance or gross negligence of the Master Servicer in the performance of its
obligations hereunder. The Trustee shall sign the tax returns referred to in
clause (i) of the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case may be,
to perform its duties as set forth above, the Seller shall provide, or cause to
be provided, to the Master Servicer within ten days after the Closing Date all
information or data that the Master Servicer determines to be relevant for tax
purposes to the valuations and offering prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flows of each Class of Certificates and the Mortgage Loans in the aggregate.
Thereafter, the Seller shall provide to the Master Servicer or the Trustee, as
the case may be, promptly upon request therefor, any such additional information
or data that the Master Servicer or the Trustee, as the case may be, may from
time to time, request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer and
the Trustee for any losses, liabilities, damages, claims or expenses of the
Master Servicer or the Trustee arising from any errors or miscalculations by the
Master Servicer or the Trustee pursuant to this Section that result from any
failure of the Seller to provide, or to cause to be provided, accurate
information or data to the Master Servicer or the Trustee, as the case may be,
on a timely basis. The Master Servicer hereby indemnifies the Seller and the
Trustee for any losses, liabilities, damages, claims or expenses of the Seller
or the Trustee arising from the Master Servicer's willful misfeasance, bad faith
or gross negligence in preparing any of the federal, state and local tax returns
of the REMIC as described above. In the event that the Trustee prepares any of
the federal, state and local tax returns of the REMIC as described above, the
Trustee hereby indemnifies the Seller and the Master Servicer for any losses,
liabilities, damages, claims or expenses of the Seller or the Master Servicer
arising from the Trustee's willful misfeasance, bad faith or negligence in
connection with such preparation.
(b) Notwithstanding anything in this Agreement to the
contrary, each of the Master Servicer and the Trustee shall pay from its own
funds, without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer or the Trustee to perform its obligations under this Section
8.14.
SECTION 8.15. MONTHLY ADVANCES.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, 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 Certificate, the amounts, if any, which remain on deposit in the Certificate
Account (other than amounts retained to meet claims) after application pursuant
to clauses (i), (ii) and (iii) above and payment to the Master Servicer of any
amounts it is entitled as reimbursement or otherwise hereunder. Notwithstanding
the foregoing, if the price paid pursuant to clause (i) of the first paragraph
of this Section 9.01, after reimbursement to the Servicers, the Master Servicer
and the Trustee of any Periodic Advances, is insufficient to pay in full the
amounts set forth in clauses (i), (ii) and (iii) of this paragraph, then any
shortfall in the amount available for distribution to Certificateholders shall
be allocated in reduction of the amounts otherwise distributable on the Final
Distribution Date in the same manner as Realized Losses are allocated pursuant
to Sections 4.02(b) and 4.02(g) hereof. Such distribution on the Final
Distribution Date shall be in lieu of the distribution otherwise required to be
made on such Distribution Date in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trustee shall on such date cause all funds, if
any, in the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
SECTION 9.02. ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that any
other manner of termination (i) will constitute a "qualified liquidation" of the
Trust Estate within the meaning of Code Section 860F(a)(4)(A) and (ii) will not
subject the REMIC to federal tax or cause the Trust Estate to fail to qualify as
a REMIC at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section
9.01 shall provide that such notice constitutes the adoption of a plan
of complete liquidation of the REMIC as of the date of such notice (or,
if earlier, the date on which the first such notice is mailed to
Certificateholders). The Master Servicer shall also specify such date
in a statement attached to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the Final Distribution Date,
the Trustee shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and
shall distribute such cash within 90 days of such adoption in the
manner specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01. AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended
from time to time by the Seller, the Master Servicer and the Trustee, without
the consent of any of the Certificateholders, (i) to cure any ambiguity or
mistake, (ii) to correct or supplement any provisions herein or therein which
may be inconsistent with any other provisions herein or therein, (iii) to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary to maintain the qualification of the Trust Estate as a REMIC at all
times that any Certificates are outstanding or to avoid or minimize the risk of
the imposition of any federal tax on the Trust Estate or the REMIC pursuant to
the Code that would be a claim against the Trust Estate, provided that (a) the
Trustee has received an Opinion of Counsel to the effect that such action is
necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Certificate Account provided that (a) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder and (b) such change shall not
adversely affect the then-current rating of the Certificates as evidenced by a
letter from each Rating Agency to such effect, (v) to modify, eliminate or add
to the provisions of Section 5.02 or any other provisions hereof restricting
transfer of the Certificates, provided that the Master Servicer for purposes of
Section 5.02 has determined in its sole discretion that any such modifications
to this Agreement will neither adversely affect the rating on the Certificates
nor give rise to a risk that either the Trust Estate or the REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the
aggregate Voting Interests of each Class of Certificates affected thereby for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or such Custodial Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments received on Mortgage Loans which are
required to be distributed on any Certificate without the consent of the Holder
of such Certificate, (ii) adversely affect in any material respect the interest
of the Holders of Certificates of any Class in a manner other than as described
in clause (i) hereof without the consent of Holders of Certificates of such
Class evidencing, as to such Class, Voting Interests aggregating not less than
66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject the REMIC to tax or cause the Trust Estate to fail to qualify as a REMIC
at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement,
the Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder or the Trustee; provided, however, (i) that
such amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of:
(i) changing the Applicable Unscheduled Principal Receipt
Period for Exhibit F-1 Mortgage Loans to a Mid-Month
Receipt Period with respect to all Unscheduled
Principal Receipts; or
(ii) changing the Applicable Unscheduled Principal Receipt
Period for all Mortgage Loans serviced by any Servicer
to a Mid-Month Receipt Period with respect to Full
Unscheduled Principal Receipts and to a Prior Month
Receipt Period with respect to Partial Unscheduled
Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b)
shall be promptly forwarded to the Trustee.
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 the Servicer unless notified
thereof in writing by the Trustee, the Servicer or a Certificateholder.
SECTION 10.06. SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, 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.
SECTION 10.09. RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01. CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.250% per annum.
SECTION 11.02. CUT-OFF DATE.
The Cut-Off Date for the Certificates is December 1, 1998.
SECTION 11.03. CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $300,149,299.47.
SECTION 11.04. ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 97.99603473%.
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 $ 277,122,807.00
Class A-2 $ 15,000,000.00
Class A-3 $ 1,461,093.00
Class A-PO $ 561,667.38
Class A-R $ 100.00
SECTION 11.06. ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is $293,584,000.00
SECTION 11.07. ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 2.00396527%.
SECTION 11.08. ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 0.75136613%
SECTION 11.09. ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 0.40088437%.
SECTION 11.10. ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.35048176%.
SECTION 11.11. ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.20060908%.
SECTION 11.12. ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.15020647%.
SECTION 11.13. ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.15041745%.
SECTION 11.14. ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $6,003,632.09.
SECTION 11.15. ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS B
CERTIFICATES.
As to the following Classes of Class B Certificate, the Principal Balance
of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
----- -----------------
Class B-1 $ 2,251,000.00
Class B-2 $ 1,201,000.00
Class B-3 $ 1,050,000.00
Class B-4 $ 601,000.00
Class B-5 $ 450,000.00
Class B-6 $ 450,632.09
SECTION 11.16. ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 1.25259913%.
SECTION 11.17. ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 0.85171476%.
SECTION 11.18. ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.50123300%.
SECTION 11.19. ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.30062392%.
SECTION 11.20. ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.15041745%.
SECTION 11.21. CLOSING DATE.
The Closing Date is December 23, 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 $30,014,929.95 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.23. WIRE TRANSFER ELIGIBILITY.
With respect to the Class A Certificates (other than the Class A-PO and
Class A-R Certificates) and the Class B Certificates (other than the Class B-5
and Class B-6 Certificates), the minimum denomination eligible for wire transfer
on each Distribution Date is $500,000. With respect to the Class A-PO
Certificates, the minimum denomination eligible for wire transfer is 100%
Percentage Interest. The Class A-R, Class B-5 and Class B-6 Certificates are not
eligible for wire transfer.
SECTION 11.24. SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates (other than the
Class A-3, Class A-PO and Class A-R Certificates) and each Class of Class B
Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates)
represents a $100,000 Denomination. A Single Certificate for the Class A-3
Certificates represents a $1,000 Denomination. A Single Certificate for the
Class A-R Certificate represents a $100 Denomination. A Single Certificate for
the Class B-4 Certificates represents a $250,000 Denomination. A Single
Certificate for the Class A-PO, Class B-5 and Class B-6 Certificates represents
a $561,667.38, $450,000.00 and $450,632.09 Denomination, respectively.
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:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By: ________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
as Trustee
By: ________________________________
Name:
Title:
Attest:
By: __________________________________
Name: ________________________________
Title: _______________________________
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this __th day of December, 1998, before me, a notary public
in and for the State of Maryland, personally appeared Alan S. McKenney, known to
me who, being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he is a Vice President of Norwest Asset Securities Corporation, a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this __th day of December, 1998, before me, a notary public
in and for the State of New York, personally appeared Nancy E. Burgess, known to
me who, being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that s/he is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this __th day of December, 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 __th day of December, 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 1998-31 Applicable Unscheduled Principal Receipt Period
<TABLE>
<CAPTION>
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
------------------------------------ ------------------ -------------------
<S> <C> <C>
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid Month Mid Month
Countrywide Home Loans, Inc. Prior Month Prior Month
Home Side Lending Prior Month Prior Month
National City Mortgage Company Mid Month Prior Month
Bank of Oklahoma, N.A. Mid Month Prior Month
Hibernia National Bank Mid Month Prior Month
The Huntington Mortgage Company Mid Month Prior Month
Plymouth Savings Bank Mid Month Prior Month
North American Mortgage Corporation Mid Month Prior Month
BankNorth Mortgage Company Mid Month Prior Month
FT Mortgage Companies Mid Month Prior Month
</TABLE>
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-31 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: December 1, 1998
CUSIP No.: First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2014
<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 December 23, 1998 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon 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 AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-31 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: December 1, 1998
CUSIP No.: First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2014
<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 December 23, 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 6.250% 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-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 AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-31 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: December 1, 1998
CUSIP No.: First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2014
<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 December 23, 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 is issued on December 23, 1998, and based on its issue
price of 96.10069%, 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 275% SPA (as defined in the Prospectus Supplement dated December
16, 1998 with respect to the offering of the Class A-1, Class A-2, Class A-3,
Class A-R, Class B-1, Class B-2 and Class B-3 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 3.89930556%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
6.73%. 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>
[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 1998-31, 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: December 1, 1998
CUSIP No.: First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2014
<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 December 23, 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 December 23, 1998, at an issue price of
70.12500% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated December 16, 1998 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-R, Class B-1, Class B-2
and Class B-3 Certificates) used to price this Certificate: (i) the amount of
OID as a percentage of the initial principal balance of this Certificate is
approximately 29.87500000%; and (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 8.20%. 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 A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-31, 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: December 1, 1998
CUSIP No.: First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: January 25, 2014
<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 December 23, 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 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 1998-31, 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: December 1, 1998
CUSIP No.: First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2014
<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 December 23, 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 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 1998-31, 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: December 1, 1998
CUSIP No.: First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2014
<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 December 23, 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 December 23, 1998, and based on its issue
price of 96.55382%, 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 275% SPA (as defined in the Prospectus Supplement dated December
16, 1998 with respect to the offering of the Class A-1, Class A-2, Class A-3,
Class A-R, Class B-1, Class B-2 and Class B-3 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 3.44617556%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
6.86%. 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 1998-31, 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: December 1, 1998
CUSIP No.: First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2014
<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 December 23, 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 December 23, 1998, and based on its issue
price of 93.17882%, 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 275% SPA (as defined in the Prospectus Supplement dated December
16, 1998 with respect to the offering of the Class A-1, Class A-2, Class A-3,
Class A-R, 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 6.82117556%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
7.49%. 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 1998-31, 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: December 1, 1998
CUSIP No.: First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2014
<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 December 23, 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 December 23, 1998, and based on its issue
price of 81.75694%, 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 275% SPA (as defined in the Prospectus Supplement dated December
16, 1998 with respect to the offering of the Class A-1, Class A-2, Class A-3,
Class A-R, 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 18.24305556%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
9.89%. 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 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 1998-31, 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: December 1, 1998
CUSIP No.: First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2014
<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 December 23, 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. 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 December 23, 1998, and based on its issue
price of 66.69444%, 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 275% SPA (as defined in the Prospectus Supplement dated December
16, 1998 with respect to the offering of the Class A-1, Class A-2, Class A-3,
Class A-R, 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 33.30555556%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
13.93%. 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-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 1998-31, 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: December 1, 1998
CUSIP No.: 66937N 6E 3 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2014
<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 December 23, 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. 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 December 23, 1998, and based on its issue
price of 18.13194%, 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 275% SPA (as defined in the Prospectus Supplement dated December
16, 1998 with respect to the offering of the Class A-1, Class A-2, Class A-3,
Class A-R, 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 81.86805556%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
57.21%. 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 1998-31 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-31
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 December 23, 1998 relating to
the issuance of Mortgage Pass-Through Certificates, Series 1998-31 (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
in locations other than Frederick, Maryland]
NASCOR
NMI / 1998-31 Exhibit F-1
10 & 15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii)
- ----------------------------------------------------------------------------------------------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6315688 DALLAS TX 75214 SFD 6.875% 6.608 $5,281.56 180
6404639 CRESTED BUTTE CO 81224 SFD 7.125% 6.858 $5,406.00 180
6893494 MASON OH 45040 SFD 7.000% 6.733 $2,272.24 180
6901984 WOODBURY MN 55125 SFD 6.875% 6.608 $2,586.38 180
6940735 SCHAUMBURG IL 60173 SFD 6.875% 6.608 $2,684.48 180
7144921 EAST GULL LAKE MN 56401 SFD 7.000% 6.733 $2,782.77 180
7149166 HIGHLAND PARK IL 60035 SFD 6.750% 6.483 $2,389.26 180
7165877 CINCINNATI OH 45208 SFD 7.000% 6.733 $5,842.38 180
7170710 CHANHASSEN MN 55317 SFD 6.875% 6.608 $2,300.99 180
7230679 HINSDALE IL 60521 SFD 7.000% 6.733 $2,786.37 180
</TABLE>
<TABLE>
<CAPTION>
(i) (viii) (ix) (x) (xi) (xii) (xiii) (xlv) (xv) (xvl)
- -------------------------------------------------------------------------------------------------------------------
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE T.O.P MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6315688 1-Jun-13 $577,047.84 78.84 0.25 0.017 0.358
6404639 1-Aug-13 $589,283.39 80.00 0.25 0.017 0.608
6893494 1-Aug-13 $249,581.68 80.00 0.25 0.017 0.483
6901984 1-Sep-13 $287,209.31 64.44 0.25 0.017 0.358
6940735 1-Sep-13 $298,103.47 52.81 0.25 0.017 0.358
7144921 1-Sep-13 $306,652.56 80.00 0.25 0.017 0.483
7149166 1-Sep-13 $267,373.75 76.06 0.25 0.017 0.233
7165877 1-Oct-13 $645,728.07 79.75 0.25 0.017 0.483
7170710 1-Sep-13 $255,517.24 75.88 0.25 0.017 0.358
7230679 1-Oct-13 $307,635.88 59.62 0.25 0.017 0.483
$3,784,133.19
</TABLE>
COUNT: 10
WAC: 6.954965183
WAM: 176.5727834
WALTV: 74.24411894
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from Frederick, Maryland]
NASCOR
NMI / 1998-31 Exhibit F-2
10 & 15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
<TABLE>
<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>
4627817 BRENTWOOD NH 3833 SFD 7.250 6.983 $2,439.17 180 1-Oct-13 $265,545.35
4704195 ROPER NC 27970 SFD 6.875 6.608 $2,162.75 180 1-Dec-13 $242,500.00
4715399 LITTLETON CO 80123 SFD 6.250 5.983 $1,331.75 180 1-Oct-13 $154,271.70
4722677 MARATHON FL 33050 SFD 7.375 7.108 $1,379.89 180 1-Nov-13 $149,541.98
4730119 ROBBINSVILLE NJ 8691 SFD 6.875 6.608 $2,318.83 180 1-Oct-13 $258,336.75
4737356 YORKTOWN HEIGHTS NY 10598 SFD 7.125 6.858 $1,811.67 180 1-Nov-13 $199,375.83
4776107 HAUPPAUGE NY 11788 SFD 7.125 6.858 $2,418.57 180 1-Nov-13 $266,166.74
4781590 LONG BEACH CA 90810 SFD 7.700 7.433 $534.90 180 1-Apr-13 $55,616.00
4783076 FARMINGDALE NY 11735 SFD 7.625 7.358 $747.30 180 1-Oct-13 $79,520.55
4783708 WESTPORT CT 6880 SFD 7.000 6.733 $5,339.49 180 1-Oct-13 $590,290.67
4787725 LOS GATOS CA 95032 SFD 6.375 6.108 $3,889.13 180 1-Nov-13 $448,501.50
4789206 SHOREHAM NY 11786 SFD 7.375 7.108 $1,839.85 180 1-Oct-13 $198,774.87
4789700 ENGLEWOOD CO 80111 SFD 6.875 6.608 $2,729.08 180 1-Aug-13 $300,545.25
4790798 FARMERS BRANCH TX 75234 SFD 7.125 6.858 $3,786.38 180 1-Oct-13 $415,383.25
4794416 DELRAY BEACH FL 33446 SFD 6.750 6.483 $2,654.73 180 1-Nov-13 $299,032.77
4799694 SHREVEPORT LA 71106 SFD 6.875 6.608 $2,608.67 180 1-Oct-13 $290,628.88
4799965 PRINCETON JUNCTION NJ 8550 SFD 6.875 6.608 $3,831.41 180 1-Aug-13 $424,072.09
4800426 ESCONDIDO CA 92029 SFD 6.375 6.108 $2,832.15 180 1-Sep-13 $324,070.47
4800952 YORKTOWN HEIGHTS NY 10598 SFD 7.000 6.733 $2,041.69 180 1-Oct-13 $225,712.52
4801208 HOLMES BEACH FL 34218 SFD 6.250 5.983 $2,143.56 180 1-Nov-13 $249,158.52
4804759 HIGHLAND PARK IL 60035 SFD 7.250 6.983 $3,523.66 180 1-Sep-13 $382,403.63
4807655 IRVINE CA 92612 SFD 6.875 6.608 $2,368.77 180 1-Oct-13 $263,869.53
4808534 BAYPORT NY 11705 SFD 6.875 6.608 $2,871.78 180 1-Oct-13 $319,268.22
4809244 KENNER LA 70065 SFD 6.875 6.608 $3,121.50 180 1-Oct-13 $347,761.02
4809720 RIDGEFIELD CT 6877 SFD 6.875 6.608 $2,661.30 180 1-Nov-13 $297,448.28
4810656 BROOKLINE MA 2146 SFD 7.250 6.983 $2,510.37 180 1-Sep-13 $272,437.85
4810706 EVERGREEN CO 80439 SFD 6.750 6.483 $2,351.21 180 1-Dec-13 $265,700.00
4812403 HITLON HEAD ISLAND SC 29928 SFD 7.250 6.983 $2,775.10 180 1-Jul-13 $299,250.74
4812940 IRVING TX 75062 SFD 7.125 6.858 $3,424.05 180 1-Aug-13 $373,239.11
4813521 KANSAS CITY MO 64113 SFD 6.875 6.608 $4,459.27 180 1-Oct-13 $496,801.49
4814367 ISSAQUAH WA 98029 SFD 7.000 6.733 $2,883.90 180 1-Sep-13 $317,795.43
4815461 LITTLE ROCK AR 72211 SFD 7.000 6.733 $2,229.09 180 1-Sep-13 $245,639.00
4815704 SOUTHLAKE TX 76092 SFD 6.750 6.483 $2,477.75 180 1-Jul-13 $241,932.42
4816007 WILDWOOD MO 63038 SFD 7.125 6.858 $2,445.75 180 1-Oct-13 $268,309.75
4816220 GLADWYNE PA 19035 SFD 6.875 6.608 $5,351.13 180 1-Oct-13 $596,161.78
4816289 HENDERSON NV 89014 SFD 6.750 6.483 $5,123.63 180 1-Nov-13 $577,133.25
4816355 CHESTERFIELD VA 23838 SFD 7.125 6.858 $2,340.22 180 1-Oct-13 $249,360.37
4816840 GLENDALE CA 91208 SFD 7.250 6.983 $2,583.40 180 1-Sep-13 $280,363.31
4816844 BEVERLY HILLS CA 90210 SFD 7.250 6.983 $8,960.62 180 1-Sep-13 $972,449.52
4817340 CINCINNATI OH 45255 SFD 7.125 6.858 $5,878.84 180 1-Sep-13 $642,887.64
4818587 ALPHARETTA GA 30005 SFD 6.750 6.483 $2,433.50 180 1-Sep-13 $272,325.13
4819620 UNION KY 41091 SFD 7.250 6.983 $3,195.02 180 1-Aug-13 $345,638.93
4820116 SAN DIEGO CA 92127 SFD 6.750 6.483 $2,258.16 180 1-Oct-13 $253,534.89
4820664 WESTHAMPTON NY 11977 SFD 6.875 6.608 $3,567.42 180 1-Oct-13 $395,435.46
4821423 TOWNSHIP OF MIDDLETONJ 7748 SFD 7.125 6.858 $2,717.50 180 1-Aug-13 $294,209.64
4821455 NEWTON MA 2168 SFD 7.000 6.733 $4,134.62 180 1-Sep-13 $455,620.69
4822040 CHARLOTTE NC 28031 SFD 6.750 6.483 $2,566.24 180 1-Sep-13 $287,179.22
4822496 EUGENE OR 97401 SFD 6.750 6.483 $4,601.53 180 1-Nov-13 $518,323.47
4823427 SIMI VALLEY CA 93065 SFD 7.500 7.233 $3,522.65 180 1-Sep-13 $376,535.49
4824168 BEND OR 97707 LCO 6.875 6.608 $2,675.56 180 1-Sep-13 $297,113.10
4824591 MCALLEN TX 78504 SFD 6.750 6.483 $2,477.75 180 1-Sep-13 $277,276.49
4825431 MIDDLETOWN NJ 7748 SFD 7.000 6.733 $2,629.08 180 1-Oct-13 $289,643.12
4825560 CORONA DEL MAR CA 92625 SFD 6.500 6.233 $5,662.20 180 1-Nov-13 $647,858.63
4825569 NEW CANAAN CT 6840 SFD 7.000 6.733 $3,325.67 180 1-Oct-13 $367,658.51
4825694 FLUSHING NY 11367 SFD 7.000 6.733 $2,876.26 180 1-Nov-13 $318,990.41
4826002 CINCINNATI OH 45243 SFD 7.250 6.983 $3,651.45 180 1-Aug-13 $395,015.92
4826004 LOUISVILLE KY 40206 SFD 7.000 6.733 $3,595.32 180 1-Oct-13 $397,468.66
4826122 LINCOLNWOOD IL 60646 SFD 7.250 6.983 $2,409.96 180 1-Jul-13 $259,875.67
4826147 MODESTO CA 95355 SFD 7.300 7.033 $3,113.33 180 1-Jul-13 $334,471.08
4826162 NORTHRIDGE CA 91326 SFD 7.250 6.983 $3,021.58 180 1-Jul-13 $325,828.95
4826681 GREAT NECK NY 11020 SFD 6.875 6.608 $2,559.63 180 1-Oct-13 $285,164.04
4826878 TORRANCE CA 90503 SFD 6.250 5.983 $3,571.17 180 1-Oct-13 $412,961.25
4827500 WEST TISBURY MA 2575 SFD 7.000 6.733 $3,932.38 180 1-Oct-13 $434,731.35
4827582 VIRGINIA BEACH VA 23451 SFD 7.000 6.733 $5,842.39 180 1-Oct-13 $645,886.59
4827854 TEMECULA CA 92590 SFD 6.875 6.608 $2,630.98 180 1-Oct-13 $293,112.86
4828672 OAK PARK IL 60302 SFD 7.250 6.983 $3,183.61 180 1-Oct-13 $346,590.34
4828689 DAYTON OH 45419 SFD 7.000 6.733 $2,332.91 180 1-Oct-13 $257,907.48
4828694 DALLAS TX 75287 SFD 6.875 6.608 $2,504.78 180 1-Sep-13 $277,148.38
4828867 SUGARLAND TX 77479 SFD 7.250 6.983 $2,373.44 180 1-Oct-13 $258,389.94
4830773 GREENVILLE MS 38701 SFD 7.000 6.733 $3,842.49 180 1-Sep-13 $423,430.13
4830920 HARRISON NY 10528 SFD 6.875 6.608 $3,389.05 180 1-Oct-13 $377,569.12
4831268 SAN JOSE CA 95138 LCO 6.375 6.108 $2,990.31 180 1-Oct-13 $343,689.51
4831402 HAYMARKET VA 20169 SFD 6.875 6.608 $2,996.63 180 1-Nov-13 $334,928.37
4831510 GREENSBORO NC 27407 SFD 6.875 6.608 $2,616.71 180 1-Sep-13 $290,576.57
4832921 MARBLEHEAD MA 1945 SFD 6.000 5.733 $3,019.32 180 1-Oct-13 $355,333.21
4833074 POOLESVILLE MD 20837 SFD 6.750 6.483 $2,389.26 180 1-Oct-13 $268,254.08
4833110 MARIETTA GA 30066 SFD 6.625 6.358 $2,809.59 180 1-Dec-13 $320,000.00
4833571 HOLMDEL NJ 7733 SFD 7.125 6.858 $5,434.99 180 1-Nov-13 $598,127.51
4834135 BRYN MAWR PA 19010 SFD 6.625 6.358 $4,168.72 180 1-Nov-13 $473,252.57
4834467 PARIS TN 38242 SFD 6.500 6.233 $2,908.41 180 1-Oct-13 $331,669.20
4834562 MEDINA OH 44256 SFD 6.750 6.483 $2,406.96 180 1-Nov-13 $271,123.04
4834983 IRVINE CA 92620 SFD 6.875 6.608 $3,032.31 180 1-Oct-13 $337,756.93
4835779 COLLEYVILLE TX 76034 SFD 7.000 6.733 $2,813.33 180 1-Sep-13 $310,020.19
4837194 NEW CANAAN CT 6840 SFD 7.000 6.733 $3,595.32 180 1-Oct-13 $397,468.66
4837553 INDIANAPOLIS IN 46236 SFD 7.250 6.983 $2,419.09 180 1-Sep-13 $262,531.01
4838131 AURORA IL 60000 SFD 6.625 6.358 $2,844.70 180 1-Oct-13 $321,882.27
4838644 ROWAYTON CT 6853 SFD 7.000 6.733 $2,417.85 180 1-Sep-13 $266,439.08
4838871 JOPLIN MO 64801 SFD 7.125 6.858 $2,934.89 180 1-Aug-13 $319,919.28
4838954 CINCINNATI OH 45208 SFD 7.125 6.858 $3,424.95 180 1-Sep-13 $373,517.92
4839154 GREAT NECK NY 11023 SFD 7.000 6.733 $2,696.49 180 1-Oct-13 $298,101.50
4839465 PROVO UT 84604 SFD 6.875 6.608 $2,639.89 180 1-Sep-13 $293,151.01
4839775 GWYNEDD VALLEY PA 19437 SFD 6.875 6.608 $2,309.91 180 1-Oct-13 $257,343.15
4842419 HOUSTON TX 77056 LCO 7.625 7.358 $693.60 180 1-Oct-13 $73,332.10
4842486 MAUMEE OH 43537 LCO 6.875 6.608 $3,023.39 180 1-Oct-13 $333,649.09
4842692 MINNEAPOLIS MN 55405 SFD 6.500 6.233 $2,613.33 180 1-Nov-13 $299,011.67
4843545 NASHUA NH 3060 SFD 6.750 6.483 $2,256.52 180 1-Oct-13 $253,351.09
4843616 BOXFORD MA 1921 SFD 6.875 6.608 $4,775.88 180 1-Oct-13 $532,074.39
4844050 MASSAPEQUA NY 11758 SFD 6.625 6.358 $2,194.99 180 1-Nov-13 $249,185.22
4844158 LINDEN MI 48451 SFD 6.875 6.608 $2,456.17 180 1-Oct-13 $273,638.25
4844184 COEURD'ALENE ID 83815 SFD 6.750 6.483 $3,836.08 180 1-Sep-13 $428,954.68
4844649 LOS ANGELES CA 90049 SFD 6.625 6.358 $4,741.17 180 1-Oct-13 $536,470.44
4844854 ALPHARETTA GA 30022 SFD 6.875 6.608 $2,586.38 180 1-Aug-13 $286,268.39
4845669 LAKE FOREST IL 60045 SFD 6.875 6.608 $3,183.92 180 1-Sep-13 $353,564.57
4845998 NEEDHAM MA 2492 SFD 7.125 6.858 $3,396.87 180 1-Nov-13 $373,829.69
4846000 FREMONT CA 94539 SFD 7.375 7.108 $2,272.22 180 1-Oct-13 $245,486.97
4846363 DEL MAR CA 92014 SFD 7.125 6.858 $3,170.41 180 1-Sep-13 $346,703.65
4846513 STEAMBOAT SPRINGS CO 80487 LCO 7.375 7.108 $1,895.05 180 1-Oct-13 $204,738.12
4846627 MEQUON WI 53092 SFD 6.750 6.483 $2,840.56 180 1-Oct-13 $318,924.31
4846711 SPRINGFIELD OR 97477 SFD 6.750 6.483 $2,610.48 180 1-Oct-13 $293,092.45
4847019 SAN CLEMENTE CA 92672 SFD 6.750 6.483 $2,893.66 180 1-Oct-13 $324,885.50
4847104 LOS ALTOS CA 94024 SFD 7.000 6.733 $4,004.28 180 1-Oct-13 $441,775.49
4847627 CARMEL IN 46032 SFD 7.250 6.983 $6,280.50 180 1-Nov-13 $685,876.17
4847686 WEST CHESTER OH 45069 SFD 7.250 6.983 $3,468.88 180 1-Nov-12 $364,185.16
4848079 JAMUL CA 91935 SFD 7.000 6.733 $2,431.33 180 1-Oct-13 $268,788.20
4848236 OSSINEKE MI 49766 SFD 7.000 6.733 $3,595.32 180 1-Dec-13 $400,000.00
4848426 WOODSIDE NY 11377 SFD 6.500 6.233 $1,241.33 180 1-Nov-13 $142,030.55
4848490 NASHVILLE TN 37205 SFD 6.875 6.608 $4,013.35 180 1-Oct-13 $447,121.33
4848696 SAN FRANCISCO CA 94116 SFD 6.875 6.608 $2,376.79 180 1-Oct-13 $264,671.28
4849036 WELLINGTON FL 33414 SFD 7.375 7.108 $2,336.61 180 1-Oct-13 $252,444.10
4849511 SHARON CT 6069 SFD 6.875 6.608 $2,675.57 180 1-Oct-13 $298,080.88
4849625 SCARSDALE NY 10583 SFD 7.125 6.858 $4,670.47 180 1-Nov-13 $513,990.91
4849799 NOKOMIS FL 34275 SFD 7.500 7.233 $2,774.08 180 1-Nov-13 $298,346.23
4849951 GAITHERSBURG MD 20878 SFD 6.875 6.608 $2,318.83 180 1-Sep-13 $257,497.97
4850019 DOUGLASTON NY 11362 SFD 6.625 6.358 $2,633.99 180 1-Nov-13 $299,022.26
4850025 FAYETTEVILLE AR 72703 SFD 6.875 6.608 $2,173.90 180 1-Oct-13 $242,190.72
4850496 CINCINNATI OH 45255 SFD 6.375 6.108 $3,889.13 180 1-Dec-13 $450,000.00
4850636 SHORELINE WA 98177 SFD 6.750 6.483 $2,837.46 180 1-Oct-13 $318,513.69
4850750 HENDERSONVILLE TN 37075 SFD 7.000 6.733 $2,471.78 180 1-Sep-13 $272,381.95
4851239 IRVINE CA 92612 SFD 7.125 6.858 $4,529.16 180 1-Oct-13 $496,869.92
4851254 LAKE STEVENS WA 98258 SFD 6.500 6.233 $2,395.55 180 1-Oct-13 $273,183.16
4851395 LOS ALTOS CA 94024 SFD 7.250 6.983 $2,662.83 180 1-Oct-13 $284,551.86
4851558 WILMINGTON NC 28405 SFD 7.000 6.733 $2,229.10 180 1-Oct-13 $246,430.57
4851627 EUGENE OR 97405 SFD 6.750 6.483 $3,667.95 180 1-Oct-13 $411,819.71
4851662 EAGAN MN 55123 SFD 6.375 6.108 $2,177.92 180 1-Nov-13 $251,160.83
4851856 SAN JOSE CA 95135 SFD 7.125 6.858 $3,152.29 180 1-Sep-13 $344,722.49
4851981 WEST HARTFORD CT 6119 SFD 6.750 6.483 $2,548.54 180 1-Nov-13 $287,071.46
4851991 PLYMOUTH MN 55446 SFD 6.750 6.483 $2,545.45 180 1-Sep-13 $284,852.07
4852016 DOUGLAS MI 49406 SFD 7.375 7.108 $3,670.50 180 1-Nov-13 $397,781.69
4852219 APTOS CA 95003 SFD 6.875 6.608 $2,849.47 180 1-Oct-13 $317,456.16
4852344 LA GRANGE IL 60525 SFD 7.000 6.733 $2,435.83 180 1-Oct-13 $269,285.02
4852371 BRADENTON FL 34209 SFD 6.750 6.483 $2,247.68 180 1-Oct-13 $252,357.53
4852456 MYSTIC CT 6355 SFD 6.500 6.233 $3,484.43 180 1-Nov-13 $398,682.24
4852510 WILMINGTON DE 19807 SFD 7.000 6.733 $2,948.16 180 1-Sep-13 $324,877.38
4852724 WESTLAKE VILLAGE CA 91362 SFD 7.000 6.733 $2,588.63 180 1-Nov-13 $284,091.37
4852790 SAN JOSE CA 95138 SFD 6.625 6.358 $4,389.97 180 1-Oct-13 $496,731.90
4852887 SARATOGA CA 95070 SFD 7.125 6.858 $2,717.50 180 1-Oct-13 $298,121.94
4853790 MISSION VIEJO CA 92692 SFD 6.750 6.483 $2,415.81 180 1-Oct-13 $271,234.68
4853800 COLLEYVILLE TX 76034 SFD 6.750 6.483 $4,060.41 180 1-Oct-13 $455,678.76
4854035 PALO ALTO CA 94303 SFD 7.000 6.733 $3,864.97 180 1-Oct-13 $426,272.98
4854095 SARATOGA CA 95070 SFD 7.000 6.733 $5,685.99 180 1-Oct-13 $628,596.71
4854239 ENCINITAS CA 92024 SFD 7.125 6.858 $2,445.75 180 1-Sep-13 $267,457.09
4854722 HOUSTON TX 77057 LCO 7.375 7.108 $264.02 180 1-Nov-13 $28,612.37
4855255 HOLMDEL NJ 7733 SFD 6.125 5.858 $2,977.19 180 1-Nov-13 $348,809.27
4855285 KEYSTONE CO 80435 SFD 6.875 6.608 $3,504.99 180 1-Nov-13 $391,746.57
4855642 GREENSBORO NC 27407 SFD 6.375 6.108 $3,457.01 180 1-Oct-13 $397,328.90
4855644 BRENTWOOD TN 37027 SFD 6.750 6.483 $2,369.35 180 1-Sep-13 $265,145.63
4856154 MILPITAS CA 95035 SFD 7.125 6.858 $2,496.48 180 1-Oct-13 $272,865.21
4856949 FREMONT CA 94539 SFD 7.000 6.733 $2,633.57 180 1-Oct-13 $291,145.80
4857052 SAN JOSE CA 95129 SFD 7.000 6.733 $2,318.98 180 1-Oct-13 $256,367.29
4857448 FORT WORTH TX 76116 SFD 7.375 7.108 $735.94 180 1-Oct-13 $79,009.96
4857570 HOUSTON TX 77005 SFD 6.625 6.358 $5,500.64 180 1-Oct-13 $622,405.05
4858062 LOS ALTOS CA 94024 SFD 7.125 6.858 $3,251.94 180 1-Nov-13 $357,879.62
4858146 LOS ALTOS HILLS CA 94022 SFD 7.125 6.858 $7,156.07 180 1-Oct-13 $785,054.48
4858623 CHESTER NJ 7930 SFD 6.625 6.358 $2,202.01 180 1-Nov-13 $249,982.61
4859001 NORTHRIDGE CA 91326 SFD 7.375 7.108 $2,665.94 180 1-Oct-13 $288,024.80
4859016 HOLMDEL NJ 7733 SFD 6.500 6.233 $3,663.01 180 1-Nov-13 $419,114.70
4859048 PALO ALTO CA 94303 SFD 7.125 6.858 $2,808.08 180 1-Oct-13 $305,668.43
4859116 PITTSBURG PA 15238 SFD 6.750 6.483 $2,389.26 180 1-Nov-13 $269,129.49
4859183 FORT COLLINS CO 80526 SFD 7.000 6.733 $2,656.04 180 1-Nov-13 $294,567.71
4859465 WILDWOOD MO 63038 SFD 7.000 6.733 $2,696.48 180 1-Nov-13 $299,053.52
4859477 BRECKENRIDGE CO 80424 PUD 7.125 6.858 $2,886.89 180 1-Nov-13 $317,705.39
4859504 ALAMEDA CA 94502 SFD 7.375 7.108 $3,139.24 180 1-Sep-13 $338,104.83
4859649 WHITE PLAINS NY 10603 SFD 7.125 6.858 $1,784.49 180 1-Oct-13 $195,766.75
4859722 NOBLESVILLE IN 46060 SFD 7.125 6.858 $2,681.26 180 1-Nov-13 $295,076.24
4859973 SANTA BARBARA CA 93108 SFD 6.750 6.483 $6,769.56 180 1-Nov-13 $762,533.57
4862543 HACKETSTOWN NJ 7840 SFD 7.250 6.983 $2,464.73 180 1-Nov-13 $269,166.52
4862554 CHESTERFIELD MO 64109 SFD 7.000 6.733 $3,523.41 180 1-Oct-13 $389,519.30
4862655 HOUSTON TX 77019 SFD 7.125 6.858 $3,170.41 180 1-Oct-13 $347,808.95
4862719 WINDSOR CA 95492 SFD 6.750 6.483 $4,566.14 180 1-Sep-13 $510,751.36
4863021 HILLSBOROUGH CA 94010 SFD 7.000 6.733 $2,696.49 180 1-Nov-13 $299,053.51
4863041 FAIR HAVEN NJ 7704 SFD 6.875 6.608 $3,433.64 180 1-Nov-13 $383,772.09
4863167 DENVER CO 80220 SFD 6.875 6.608 $3,067.98 180 1-Oct-13 $341,799.42
4863242 SAN JOSE CA 95135 SFD 7.125 6.858 $2,922.22 180 1-Oct-13 $320,580.46
4863257 ANAHEIM CA 92808 SFD 6.250 5.983 $2,522.54 180 1-Nov-13 $293,132.29
4863331 MIAMI BEACH FL 33139 SFD 6.875 6.608 $2,675.57 180 1-Nov-13 $299,043.18
4864430 DALLAS TX 75240 SFD 7.000 6.733 $2,689.75 180 1-Nov-13 $298,305.87
4864543 BONITA SPRINGS FL 34134 SFD 6.750 6.483 $5,751.92 180 1-Oct-13 $645,796.87
4864657 NAPLES FL 34103 SFD 6.875 6.608 $4,593.05 180 1-Oct-13 $507,659.56
4864744 STATEN ISLAND NY 10312 SFD 7.000 6.733 $3,518.92 180 1-Dec-13 $391,500.00
4865008 JACKSON TOWNSHIP NJ 8527 SFD 6.875 6.608 $1,722.18 180 1-Nov-13 $192,484.13
4865481 FLUSHING NY 11366 SFD 6.875 6.608 $1,248.60 180 1-Nov-13 $139,553.48
4865964 PALO ALTO CA 94306 SFD 7.125 6.858 $3,913.20 180 1-Oct-13 $429,295.60
4866045 COLORADO SPRINGS CO 80906 PUD 7.125 6.858 $2,969.77 180 1-Nov-13 $326,826.84
4866179 CLOVERDALE CA 95425 SFD 7.375 7.108 $2,603.39 180 1-Sep-13 $280,391.69
4866234 LAFAYETTE CA 94549 LCO 6.750 6.483 $2,212.28 180 1-Dec-13 $250,000.00
4866288 NORTH FALMOUTH MA 2556 SFD 6.500 6.233 $2,613.33 180 1-Dec-13 $300,000.00
4866435 BIRMINGHAM AL 35216 SFD 7.125 6.858 $2,819.40 180 1-Nov-13 $310,278.65
4866788 BRENTWOOD TN 37027 SFD 6.875 6.608 $4,265.74 180 1-Oct-13 $474,636.78
4866901 BROOKLYN NY 11204 SFD 7.000 6.733 $2,903.22 180 1-Nov-13 $321,980.95
4867027 NEW ROCHELLE NY 10804 SFD 6.875 6.608 $2,853.94 180 1-Nov-13 $318,979.39
4867110 HIGHLAND IN 46322 SFD 6.625 6.358 $2,133.53 180 1-Oct-13 $241,411.69
4867141 SAN DIEGO CA 92130 SFD 6.875 6.608 $3,730.63 180 1-Nov-13 $416,965.88
4867460 STUDIO CITY CA 91602 SFD 6.875 6.608 $2,354.50 180 1-Nov-13 $263,158.00
4867496 WOODMERE NY 11598 SFD 7.000 6.733 $2,305.50 180 1-Nov-13 $255,690.75
4867599 CORAL SPRINGS FL 33067 SFD 6.875 6.608 $3,076.90 180 1-Oct-13 $342,793.03
4867836 NASHVILLE TN 37215 SFD 6.875 6.608 $3,166.09 180 1-Oct-13 $352,529.04
4868162 SAN DIEGO CA 92037 SFD 7.250 6.983 $3,407.72 180 1-Sep-13 $369,821.98
4868256 NEW SHOREHAM RI 2807 LCO 7.375 7.108 $2,566.59 180 1-Mar-13 $271,141.66
4868319 SARASOTA FL 34239 SFD 6.875 6.608 $4,013.35 180 1-Oct-13 $447,121.33
4868745 HAUPPAUGE NY 11788 SFD 6.875 6.608 $1,917.49 180 1-Nov-13 $214,122.23
4868763 LOS ANGELES CA 90035 SFD 7.000 6.733 $5,001.98 180 1-Sep-13 $551,202.03
4869134 PROSPECT KY 40026 SFD 7.375 7.108 $2,337.53 180 1-Nov-13 $253,324.13
4869701 BONITA SPRINGS FL 34134 SFD 6.625 6.358 $2,581.31 180 1-Nov-13 $293,041.81
4869984 SPRINGFIELD IL 62707 SFD 6.750 6.483 $3,377.70 180 1-Dec-13 $379,815.35
4870037 SEATTLE WA 98199 SFD 7.000 6.733 $2,265.05 180 1-Oct-13 $250,405.26
4870039 SALT LAKE CITY UT 84121 SFD 7.250 6.983 $3,195.02 180 1-Oct-13 $347,832.60
4870056 SALT LAKE CITY UT 84108 SFD 7.000 6.733 $2,516.72 180 1-Oct-13 $278,228.07
4870532 SANTA BARBARA CA 93110 SFD 6.625 6.358 $3,511.98 180 1-Nov-13 $398,696.35
4870930 CUPERTINO CA 95014 SFD 6.875 6.608 $3,968.76 180 1-Nov-13 $443,580.72
4871007 HILLSBOROUGH CA 94010 SFD 7.125 6.858 $6,902.44 180 1-Nov-13 $759,621.94
4871054 COLLEYVILLE TX 76034 SFD 7.000 6.733 $8,823.80 180 1-Nov-13 $978,602.78
4871373 BOCA RATON FL 33432 HCO 7.125 6.858 $3,600.68 180 1-Oct-13 $394,911.68
4871424 PLANO TX 75025 SFD 7.000 6.733 $1,078.60 180 1-Oct-13 $119,240.59
4871613 MARIETTA GA 30062 SFD 7.250 6.983 $3,121.99 180 1-Nov-13 $340,944.26
4872587 THE WOODLANDS TX 77380 SFD 6.625 6.358 $2,370.59 180 1-Nov-13 $269,120.03
4872678 CUPERTINO CA 95014 SFD 7.000 6.733 $2,804.35 180 1-Oct-13 $309,828.77
4872697 PLANO TX 75093 SFD 6.875 6.608 $4,911.89 180 1-Nov-13 $548,993.45
4872817 CALISTOGA CA 94515 SFD 7.125 6.858 $3,242.88 180 1-Sep-13 $354,628.30
4872822 THOUSAND OAKS CA 91362 SFD 6.500 6.233 $2,587.19 180 1-Sep-13 $294,048.75
4872825 FREMONT CA 95439 SFD 6.875 6.608 $3,344.45 180 1-Sep-13 $371,391.37
4872829 MILLBRAE CA 94030 SFD 6.875 6.608 $3,567.42 180 1-Sep-13 $396,150.78
4872920 AUSTIN TX 78746 SFD 6.875 6.608 $3,095.63 180 1-Nov-13 $345,992.96
4872990 SAN JOSE CA 95135 SFD 6.875 6.608 $3,032.31 180 1-Nov-13 $338,915.61
4873177 CHESTERFIELD MO 63017 SFD 6.500 6.233 $4,079.40 180 1-Nov-13 $466,757.23
4873540 THE WOODLANDS TX 77380 SFD 6.750 6.483 $3,729.01 180 1-Nov-13 $420,041.37
4873582 WINTER PARK FL 32789 SFD 6.750 6.483 $2,522.00 180 1-Oct-13 $283,157.09
4873860 MONTAUK NY 11954 SFD 7.750 7.483 $1,073.06 180 1-Oct-13 $113,324.20
4873866 LAGUNA HILLS CA 92653 SFD 7.375 7.108 $2,716.99 180 1-Sep-13 $291,254.15
4873933 TORRANCE CA 90505 SFD 6.875 6.608 $2,506.12 180 1-Sep-13 $272,572.87
4874185 ROLLING HILLS ESTATECA 90274 SFD 6.750 6.483 $4,778.52 180 1-Oct-13 $536,508.17
4874479 SAN JOSE CA 95148 SFD 7.125 6.858 $2,308.06 180 1-Oct-13 $253,204.91
4874556 BOCA RATON FL 33431 HCO 6.750 6.483 $3,539.64 180 1-Oct-13 $397,413.47
4874894 CUPERTINO CA 95014 SFD 6.875 6.608 $3,478.24 180 1-Nov-13 $388,756.14
4874930 SCOTTS VALLEY CA 95066 SFD 7.000 6.733 $3,017.37 180 1-Sep-13 $332,504.07
4875559 MILPITAS CA 95035 SFD 7.125 6.858 $2,391.40 180 1-Nov-13 $263,176.10
4875855 RANCHO SANTA MARGARICA 92688 SFD 6.875 6.608 $2,425.84 180 1-Oct-13 $270,260.01
4876041 IRVINE CA 92606 SFD 6.875 6.608 $2,754.05 180 1-Nov-13 $307,815.12
4876240 OCEANSIDE NY 11572 SFD 6.750 6.483 $2,265.37 180 1-Oct-13 $253,871.57
4876526 LOS ANGELES CA 90077 SFD 6.875 6.608 $3,504.99 180 1-Sep-13 $389,218.14
4876543 DIAMOND BAR CA 91789 SFD 7.250 6.983 $2,200.92 180 1-Oct-13 $239,606.96
4876568 MISSION VIEJO CA 92692 SFD 6.750 6.483 $2,769.77 180 1-Sep-13 $309,955.51
4876671 MILLBRAE CA 94030 SFD 6.875 6.608 $2,675.57 180 1-Nov-13 $299,043.18
4877400 NAPLES FL 34109 PUD 6.875 6.608 $3,344.46 180 1-Nov-13 $373,803.98
4877424 ST. LOUIS MO 63105 SFD 7.000 6.733 $2,792.76 180 1-Oct-13 $308,644.72
4877605 ENID OK 73703 SFD 7.250 6.983 $2,396.27 180 1-Oct-13 $260,874.44
4877800 GREENSBORO NC 27407 SFD 6.250 5.983 $3,086.73 180 1-Dec-13 $360,000.00
4877802 DIAMOND BAR CA 91765 SFD 6.750 6.483 $2,181.31 180 1-Nov-13 $245,705.25
4877967 SUNNYVALE CA 94086 SFD 6.875 6.608 $2,675.57 180 1-Nov-13 $299,043.18
4878370 TUSTIN CA 92780 SFD 6.750 6.483 $2,362.71 180 1-Oct-13 $265,154.69
4878947 WHITESTONE NY 11357 MF2 6.900 6.633 $2,177.29 180 1-Sep-13 $241,409.42
4878965 PLANDOME NY 11030 SFD 7.050 6.783 $2,299.15 180 1-Aug-13 $251,767.56
4878982 SANDS POINT NY 11050 SFD 6.850 6.583 $4,007.08 180 1-Aug-13 $444,197.23
4878988 MAHWAH NJ 7430 SFD 6.800 6.533 $2,574.29 180 1-Sep-13 $287,191.28
4879030 NEWARK DE 19711 SFD 6.000 5.733 $2,383.90 180 1-Sep-13 $279,571.20
4879036 FARMINGTON CT 6032 SFD 7.000 6.733 $2,211.12 180 1-Sep-13 $243,658.03
4879042 WEST HARTFORD CT 6119 SFD 6.800 6.533 $2,716.31 180 1-Sep-13 $303,036.34
4879063 SETAUKET NY 11733 SFD 6.800 6.533 $2,973.75 180 1-Oct-13 $331,978.20
4879103 MARTINSVILLE NJ 8836 LCO 6.900 6.633 $2,317.53 180 1-Oct-13 $257,793.87
4879108 ROSLYN NY 11576 SFD 6.800 6.533 $2,947.12 180 1-Sep-13 $328,784.49
4879132 KINGS PARK NY 11754 SFD 6.250 5.983 $2,140.13 180 1-Sep-13 $247,066.46
4879166 WILTON CT 6897 SFD 6.800 6.533 $3,994.58 180 1-Sep-13 $445,641.65
4879224 PARAMUS NJ 7652 SFD 6.800 6.533 $2,396.75 180 1-Aug-13 $266,503.42
4879239 HOPEWELL NJ 8525 SFD 6.800 6.533 $3,994.58 180 1-Sep-13 $445,641.65
4879283 SOUTH BRUNSWICK NJ 8852 SFD 7.000 6.733 $2,249.77 180 1-Jul-13 $246,239.98
4879298 BRANCHBURGTOWNSHIP NJ 8853 SFD 6.500 6.233 $2,526.22 180 1-Aug-13 $286,147.29
4879299 ROSLYN NY 11576 SFD 6.900 6.633 $2,679.74 180 1-Oct-13 $298,085.03
4879310 BERKELEY HEIGHTS NJ 7922 SFD 6.650 6.383 $2,550.19 180 1-Sep-13 $287,154.98
4879317 HAMDEN CT 6518 SFD 6.600 6.333 $7,670.37 180 1-Sep-13 $866,379.15
4879330 MANALAPAN NJ 7726 SFD 7.000 6.733 $2,876.25 180 1-Aug-13 $315,926.20
4879340 ISLIP NY 11751 SFD 7.000 6.733 $2,696.48 180 1-Jul-13 $295,212.07
4879367 LINCOLN PARK NJ 7035 SFD 6.850 6.583 $2,226.16 180 1-Sep-13 $247,589.06
4879396 WESTPORT CT 6880 SFD 7.100 6.833 $3,138.37 180 1-Sep-13 $343,724.84
4879443 LAKE GROVE NY 11755 SFD 7.100 6.833 $2,290.92 180 1-Sep-13 $250,909.23
4879522 MARLBORO NJ 7751 SFD 6.800 6.533 $4,882.27 180 1-Sep-13 $544,673.12
4879574 WESTON CT 6883 SFD 6.800 6.533 $3,373.20 180 1-Oct-13 $377,553.35
4879594 KATONAH NY 10536 SFD 7.000 6.733 $4,044.73 180 1-Aug-13 $444,271.20
4879609 FORT SALONGA NY 11768 SFD 6.800 6.533 $2,663.06 180 1-Sep-13 $297,094.41
4879645 CROSS RIVER NY 10518 SFD 6.625 6.358 $3,582.21 180 1-Oct-13 $405,333.24
4879654 WESTPORT CT 6880 SFD 7.100 6.833 $3,330.10 180 1-Aug-13 $363,552.64
4879674 ROSLYN NY 11576 SFD 6.950 6.683 $2,231.13 180 1-Aug-13 $245,816.47
4879688 DOWNINGTOWN PA 19335 SFD 7.250 6.983 $3,286.31 180 1-Apr-13 $350,919.24
4879700 GLEN HEAD NY 11545 SFD 6.900 6.633 $2,322.45 180 1-Sep-13 $257,503.35
4879707 PRINCETON NJ 8540 SFD 7.125 6.858 $2,762.79 180 1-Nov-13 $304,048.15
4879719 FAIRFIELD CT 6430 SFD 6.800 6.533 $3,905.81 180 1-Sep-13 $435,562.34
4879725 WRIGHTSTOWN PA 18940 SFD 6.950 6.683 $2,867.32 180 1-Sep-13 $315,667.38
4879745 MORGANVILLE NJ 7751 SFD 6.900 6.633 $2,608.29 180 1-Sep-13 $289,196.07
4879751 NORWALK CT 6853 SFD 6.950 6.683 $2,275.93 180 1-Sep-13 $251,571.45
4879758 DIX HILLS NY 11746 SFD 6.350 6.083 $2,588.65 180 1-Jul-13 $294,940.99
4879759 WOODCLIFF LAKE NJ 7675 SFD 6.850 6.583 $2,938.53 180 1-Sep-13 $326,817.56
4879774 CONGERS NY 10920 SFD 6.850 6.583 $1,469.26 180 1-Sep-13 $163,408.80
4879778 WESTPORT CT 6880 SFD 6.300 6.033 $2,795.49 180 1-Oct-13 $322,815.80
4879793 CLOSTER NJ 7624 SFD 7.050 6.783 $4,190.76 180 1-Aug-13 $458,908.09
4879822 TRUMBULL CT 6611 SFD 6.300 6.033 $2,365.41 180 1-Sep-13 $271,818.38
4879837 ENGLEWOOD NJ 7631 SFD 7.000 6.733 $4,718.85 180 1-Aug-13 $518,316.40
4879851 BEDFORD CORNERS NY 10549 SFD 6.900 6.633 $3,349.68 180 1-Aug-13 $370,184.95
4879859 LAKE GROVE NY 11755 SFD 6.900 6.633 $2,847.68 180 1-Aug-13 $312,125.87
4879889 WESTON CT 6883 SFD 7.000 6.733 $2,786.37 180 1-Aug-13 $306,053.49
4879895 NEWARK DE 19711 SFD 6.900 6.633 $2,322.44 180 1-Jul-13 $255,814.94
4879901 WAYNE PA 19087 SFD 6.850 6.583 $4,007.08 180 1-Aug-13 $442,725.79
4879908 ATLANTIC BEACH NY 11509 SFD 6.850 6.583 $2,226.16 180 1-Sep-13 $247,589.06
4879919 STAMFORD CT 6903 SFD 6.900 6.633 $3,037.04 180 1-May-13 $332,293.81
4879935 FAIRFIELD CT 6430 SFD 6.950 6.683 $3,897.75 180 1-Aug-13 $429,438.43
4880014 BOISE ID 83704 SFD 6.750 6.483 $3,943.16 180 1-Nov-13 $444,163.34
4880119 UNIVERSITY CITY MO 63130 SFD 7.125 6.858 $3,600.68 180 1-Sep-13 $393,756.29
4880144 REDWOOD CITY CA 94061 SFD 6.875 6.608 $4,370.09 180 1-Nov-13 $388,437.20
4881000 GLENDALE CA 91208 SFD 6.875 6.608 $4,066.86 180 1-Nov-13 $454,545.64
4881490 NISSWA MN 56468 SFD 7.000 6.733 $4,494.15 180 1-Sep-13 $495,239.88
4881570 TAMPA FL 33629 SFD 6.750 6.483 $2,831.72 180 1-Nov-13 $318,968.28
4881682 GREENWOOD VILLAGE CO 80111 SFD 6.875 6.608 $2,898.53 180 1-Oct-13 $322,920.96
4882223 SYLMAR CA 91342 SFD 6.875 6.608 $2,853.94 180 1-Nov-13 $318,979.39
4882330 FREMONT CA 94536 SFD 7.000 6.733 $2,435.83 180 1-Nov-13 $270,145.00
4882513 INGLEWOOD CA 90302 SFD 6.875 6.608 $2,843.24 180 1-Oct-13 $316,760.61
4882594 IRVINE CA 92620 SFD 7.125 6.858 $2,753.73 180 1-Nov-13 $303,051.27
4883208 TOWN AND COUNTRY MO 63141 SFD 6.750 6.483 $2,654.73 180 1-Nov-13 $299,032.77
4883452 CERRITOS CA 90703 SFD 6.750 6.483 $2,008.75 180 1-Oct-13 $225,532.14
4883618 LAS VEGAS NV 89128 SFD 6.875 6.608 $5,797.06 180 1-Oct-13 $645,841.92
4883899 FULLERTON CA 92835 SFD 7.125 6.858 $3,093.41 180 1-Oct-13 $339,362.17
4883933 NEW CITY NY 10956 SFD 7.500 7.233 $1,668.63 180 1-Nov-13 $179,456.37
4883977 AGOURA CA 91301 SFD 7.000 6.733 $3,091.97 180 1-Oct-13 $341,823.07
4884067 UNIVERSITY PARK TX 75225 SFD 6.750 6.483 $2,763.58 180 1-Nov-13 $311,293.11
4884194 ELK GROVE CA 95758 SFD 7.000 6.733 $2,624.58 180 1-Oct-13 $290,152.13
4884562 LEBANON NJ 8833 SFD 6.750 6.483 $2,167.15 180 1-Dec-13 $244,900.00
4884847 TAMPA FL 33613 SFD 7.375 7.108 $3,219.74 180 1-Nov-13 $348,931.30
4884919 GARDEN CITY NY 11530 HCO 6.800 6.533 $3,994.58 180 1-Sep-13 $445,641.65
4885092 NEW CANAAN CT 6840 SFD 6.250 5.983 $4,029.89 180 1-Dec-13 $470,000.00
4885179 SAUSALITO CA 94965 LCO 7.250 6.983 $4,368.05 180 1-Sep-13 $474,041.83
4885222 DANVILLE CA 94506 SFD 7.250 6.983 $4,363.48 180 1-Sep-13 $472,906.14
4885863 WHITEWATER WI 53190 SFD 6.875 6.608 $2,853.94 180 1-Nov-13 $318,833.33
4886276 LOS ANGELES CA 90272 SFD 7.250 6.983 $2,282.16 180 1-Oct-13 $246,127.97
4886294 ENCINITAS CA 92024 PUD 7.250 6.983 $3,021.58 180 1-Oct-13 $328,950.26
4886385 STATELINE NV 89449 SFD 6.875 6.608 $2,675.57 180 1-Oct-13 $298,080.88
4886397 JACKSON WY 83001 SFD 6.875 6.608 $4,459.28 180 1-Oct-13 $496,801.47
4886582 SAN MATEO CA 94402 SFD 7.000 6.733 $5,046.93 180 1-Nov-13 $559,728.49
4887101 HUNTSVILLE UT 84317 SFD 6.875 6.608 $2,497.19 180 1-Nov-13 $279,106.98
4887349 CUPERTINO CA 95014 SFD 6.875 6.608 $2,750.48 180 1-Nov-13 $307,416.40
4887376 THOUSAND OAKS CA 91362 SFD 6.625 6.358 $3,336.38 180 1-Oct-13 $377,516.24
4887384 CUPERTINO CA 95014 SFD 6.875 6.608 $2,987.72 180 1-Nov-13 $333,931.55
4887456 PECONIC NY 11958 SFD 6.875 6.608 $3,790.39 180 1-Nov-13 $423,644.51
4887462 LOS ANGELES CA 91307 SFD 6.875 6.608 $3,701.20 180 1-Oct-13 $412,345.22
4887554 MORAGA CA 94556 SFD 7.125 6.858 $5,887.91 180 1-Nov-13 $647,971.47
4887574 ENCINITAS CA 92024 SFD 7.250 6.983 $3,596.68 180 1-Oct-13 $391,560.13
4887637 BETHLEHEM PA 18017 SFD 6.375 6.108 $2,365.89 180 1-Oct-13 $271,921.97
4887775 RICHARDSON TX 75080 SFD 6.250 5.983 $2,373.35 180 1-Nov-13 $275,868.32
4887813 MCDANIEL MD 21647 SFD 6.750 6.483 $3,982.10 180 1-Nov-13 $448,549.15
4889141 COCONUT GROVE FL 33133 SFD 7.125 6.858 $3,034.54 180 1-Nov-13 $333,954.52
4889166 ST. LOUIS MO 63131 SFD 7.000 6.733 $4,484.81 180 1-Oct-13 $495,803.40
4889314 FREMONT CA 94539 SFD 7.625 7.358 $3,839.28 180 1-Oct-13 $406,524.05
4889467 MORGAN HILL CA 95037 SFD 6.875 6.608 $2,229.64 180 1-Dec-13 $250,000.00
4889822 BLAIR NE 68008 SFD 6.875 6.608 $3,567.42 180 1-Oct-13 $397,441.19
4889995 SALT LAKE CITY UT 84124 SFD 6.875 6.608 $2,508.79 180 1-Nov-13 $280,402.82
4890259 MENLO PARK CA 94025 SFD 7.000 6.733 $5,249.16 180 1-Nov-13 $582,157.51
4890350 SAN JOSE CA 95135 SFD 6.875 6.608 $2,606.90 180 1-Nov-13 $291,367.74
4890364 WALNUT CREEK CA 94596 SFD 6.375 6.108 $2,986.42 180 1-Nov-13 $344,399.31
4890372 SOUTHLAKE TX 76092 SFD 6.750 6.483 $2,743.22 180 1-Oct-13 $307,995.44
4890734 BROOKFIELD WI 53045 SFD 7.000 6.733 $2,570.65 180 1-Nov-13 $285,097.68
4891025 SARATOGA CA 95070 SFD 6.750 6.483 $2,336.17 180 1-Nov-13 $263,148.83
4891128 THOUSAND OAKS CA 91362 SFD 7.000 6.733 $3,280.72 180 1-Sep-13 $361,525.14
4891155 RANCHO CUCAMONGA CA 91739 SFD 7.250 6.983 $2,574.27 180 1-Mar-13 $273,973.28
4891328 DENVER CO 80221 SFD 6.125 5.858 $748.56 180 1-Nov-13 $87,700.61
4891343 CYPRESS CA 90630 SFD 7.000 6.733 $2,265.05 180 1-Nov-13 $251,204.95
4891600 HUNTINGTON BEACH CA 92648 SFD 6.500 6.233 $2,608.97 180 1-Nov-13 $298,513.32
4891615 SARATOGA CA 95070 SFD 6.875 6.608 $2,943.12 180 1-Nov-13 $328,947.51
4891705 ALAMO CA 94507 SFD 6.875 6.608 $2,675.57 180 1-Oct-13 $298,080.88
4891713 MIAMI FL 33156 SFD 6.750 6.483 $2,433.51 180 1-Nov-13 $274,113.37
4891912 SARATOGA CA 95070 SFD 7.125 6.858 $4,257.41 180 1-Nov-13 $468,533.22
4892115 WILDWOOD MO 63005 SFD 6.750 6.483 $3,324.17 180 1-Oct-13 $373,220.91
4892214 WASHINGTON TWP NJ 7675 SFD 6.625 6.358 $2,625.20 180 1-Oct-13 $297,003.65
4892538 BELMONT CA 94002 SFD 7.000 6.733 $3,145.90 180 1-Nov-13 $348,895.77
4892653 WEST HILLS CA 91307 SFD 7.500 7.233 $2,317.54 180 1-Nov-13 $249,244.96
4892862 SEATTLE WA 98125 SFD 6.500 6.233 $2,099.37 180 1-Nov-13 $240,206.05
4893777 DALLAS TX 75225 SFD 6.750 6.483 $2,830.83 180 1-Nov-13 $318,868.61
4893875 DALLAS TX 75225 SFD 6.750 6.483 $5,259.02 180 1-Dec-13 $594,300.00
4894129 WINTER PARK FL 32789 SFD 6.500 6.233 $3,135.99 180 1-Nov-13 $358,814.01
4894229 SAINT LOUIS MO 63131 SFD 6.500 6.233 $2,700.44 180 1-Nov-13 $308,978.73
4894370 SAN JOSE CA 95126 SFD 7.125 6.858 $2,989.24 180 1-Oct-13 $327,934.16
4894388 SARATOGA CA 95070 SFD 6.625 6.358 $3,511.98 180 1-Nov-13 $398,696.35
4894452 LOS ALTOS CA 94024 SFD 6.375 6.108 $3,699.00 180 1-Dec-13 $428,000.00
4894503 SAINT HELENA CA 94574 SFD 6.750 6.483 $2,858.26 180 1-Nov-13 $321,958.62
4894829 MENLO PARK CA 94025 SFD 6.750 6.483 $3,566.19 180 1-Nov-13 $401,700.69
4894857 PALM DESERT CA 92260 SFD 6.500 6.233 $2,500.08 180 1-Nov-13 $286,054.50
4894897 SAN FRANCISCO CA 94109 LCO 6.625 6.358 $5,619.17 180 1-Nov-13 $637,914.16
4895023 FREMONT CA 94539 SFD 6.750 6.483 $3,539.64 180 1-Nov-13 $398,710.36
4895050 TORRANCE CA 90503 LCO 6.875 6.608 $2,167.21 180 1-Nov-13 $242,224.98
4895109 PALO ALTO CA 94301 SFD 6.750 6.483 $3,097.19 180 1-Nov-13 $348,871.56
4895180 FREMONT CA 94539 SFD 6.750 6.483 $2,126.44 180 1-Nov-13 $239,525.25
4895521 REDWOOD CITY CA 94062 SFD 6.125 5.858 $5,103.75 180 1-Nov-13 $597,958.75
4895544 SAN JOSE CA 95129 SFD 6.750 6.483 $2,964.45 180 1-Nov-13 $332,934.54
4895746 CUPERTINO CA 95014 SFD 6.750 6.483 $2,752.07 180 1-Nov-13 $309,997.31
4895979 FOUNTAIN HILLS AZ 85268 SFD 6.875 6.608 $2,202.89 180 1-Nov-13 $246,212.21
4896050 WAYNESVILLE NC 28786 SFD 6.500 6.233 $2,212.18 180 1-Dec-13 $253,950.00
4896118 PACIFIC PALISADES CA 90272 SFD 6.250 5.983 $3,835.26 180 1-Nov-13 $445,794.43
4896120 MOUNTAIN VIEW CA 94041 SFD 6.875 6.608 $2,207.34 180 1-Dec-13 $247,500.00
4896396 SALEM TOWNSHIP MI 48167 SFD 7.000 6.733 $2,787.27 180 1-Nov-13 $309,121.65
4896448 LOS ALTOS CA 94024 SFD 6.875 6.608 $4,994.39 180 1-Dec-13 $560,000.00
4896506 SAN DIEGO CA 92124 SFD 6.250 5.983 $1,646.26 180 1-Oct-13 $190,591.81
4896511 WESTLAKE VILLAGE CA 91361 PUD 7.250 6.983 $3,140.25 180 1-Oct-13 $341,869.75
4896516 ROWLAND HEIGHTS AREACA 91748 SFD 6.500 6.233 $2,281.44 180 1-Oct-13 $260,169.70
4896617 PACIFIC PALISADES CA 90272 SFD 6.250 5.983 $4,115.63 180 1-Nov-13 $478,384.37
4896690 LIVERMORE CA 94550 SFD 6.875 6.608 $2,675.56 180 1-Oct-13 $298,080.90
4897033 SAN JOSE CA 95120 SFD 7.000 6.733 $2,372.91 180 1-Nov-13 $263,167.09
4897045 FREMONT CA 94539 SFD 6.750 6.483 $2,212.28 180 1-Nov-13 $249,193.97
4897232 SAN RAFAEL CA 94903 SFD 7.625 7.358 $2,384.84 180 1-Sep-13 $252,997.57
4897714 WOODMERE NY 11598 SFD 7.000 6.733 $2,471.78 180 1-Nov-13 $274,132.39
4897855 COLORADO SPRINGS CO 80904 SFD 6.750 6.483 $3,362.66 180 1-Nov-13 $378,774.84
4898097 PALOS VERDES ESTATESCA 90274 SFD 6.625 6.358 $3,286.34 180 1-Nov-13 $373,080.11
4898108 SAN MATEO CA 94402 SFD 6.750 6.483 $3,858.21 180 1-Dec-13 $436,000.00
4898112 MISSION VIEJO CA 92692 SFD 6.750 6.483 $2,619.34 180 1-Nov-13 $295,045.66
4898120 STRATFORD CT 6497 SFD 6.750 6.483 $530.95 180 1-Nov-13 $59,806.55
4898124 SARATOGA CA 95070 SFD 6.500 6.233 $5,400.87 180 1-Nov-13 $617,957.46
4898544 ORINDA CA 94563 SFD 6.875 6.608 $2,853.94 180 1-Nov-13 $318,979.39
4898574 FRESNO CA 93720 SFD 7.125 6.858 $2,365.58 180 1-Oct-13 $259,515.16
4898590 SOUTH SALEM NY 10590 SFD 7.500 7.233 $1,019.72 180 1-Dec-13 $110,000.00
4898640 WEST HILLS CA 91307 SFD 7.250 6.983 $2,510.37 180 1-Oct-13 $273,297.05
4898686 PEWAUKEE WI 53072 SFD 6.875 6.608 $2,434.77 180 1-Nov-13 $272,129.29
4898709 FREMONT CA 94539 SFD 7.250 6.983 $2,677.43 180 1-Oct-13 $291,483.72
4898713 LOS ANGELES CA 90049 SFD 7.000 6.733 $4,988.50 180 1-Nov-13 $553,249.00
4898800 LOS ANGELES CA 90077 SFD 6.500 6.233 $5,357.32 180 1-Nov-13 $612,973.93
4898900 AMBLER PA 19002 SFD 6.750 6.483 $2,191.04 180 1-Nov-13 $246,801.71
4899197 SAN FRANCISCO CA 94123 LCO 6.750 6.483 $2,845.87 180 1-Nov-13 $320,563.13
4899247 FREMONT CA 94539 SFD 6.875 6.608 $3,280.25 180 1-Nov-13 $366,626.94
4899338 ORANGEVALE CA 95662 SFD 6.875 6.608 $2,541.78 180 1-Oct-13 $283,131.16
4899593 COLORADO SPRINGS CO 80906 SFD 6.500 6.233 $2,317.15 180 1-Nov-13 $265,123.68
4900040 LOS ANGELES CA 90024 SFD 6.625 6.358 $6,725.44 180 1-Nov-13 $763,503.52
4900201 CENTRE AL 35960 SFD 6.875 6.608 $3,248.58 180 1-Dec-13 $364,250.00
4900666 PALO ALTO CA 94301 SFD 6.625 6.358 $5,180.16 180 1-Nov-13 $588,077.13
4900728 PROVIDENCE RI 2906 SFD 7.625 7.358 $1,756.16 180 1-Oct-13 $186,873.29
4900964 SAN DIEGO CA 92128 SFD 6.500 6.233 $3,048.88 180 1-Nov-13 $348,846.95
4901028 SAN MARINO CA 91108 SFD 7.375 7.108 $5,979.50 180 1-Oct-13 $646,018.39
4901445 YORBA LINDA CA 92887 SFD 7.375 7.108 $2,662.26 180 1-Nov-13 $288,516.34
4901469 SAN JOSE CA 95129 SFD 6.875 6.608 $2,292.07 180 1-Dec-13 $257,000.00
4901470 SAN RAFAEL CA 94901 SFD 7.125 6.858 $4,599.81 180 1-Oct-13 $504,621.10
4902231 BURLINGTON WA 98233 SFD 6.625 6.358 $2,950.06 180 1-Nov-13 $334,904.94
4902724 RIDGEWOOD NJ 7450 SFD 6.800 6.533 $4,305.27 180 1-Sep-13 $480,302.68
4902746 RANDOLPH NJ 7869 SFD 6.750 6.483 $3,247.62 180 1-Oct-13 $364,626.86
4902818 PATCHOGUE NY 11772 SFD 6.600 6.333 $2,147.71 180 1-Nov-13 $244,199.79
4902879 PALO ALTO CA 94301 SFD 7.125 6.858 $3,170.41 180 1-Oct-13 $347,808.95
4903096 PHOENIX AZ 85024 SFD 5.875 5.608 $2,623.95 180 1-Nov-13 $312,360.65
4903375 FRANKSTON TX 75763 SFD 6.875 6.608 $2,186.83 180 1-Nov-13 $244,417.96
4904205 CORAL SPRINGS FL 33071 SFD 6.875 6.608 $1,077.37 180 1-Dec-13 $120,800.00
4904979 FARGO ND 58103 SFD 6.875 6.608 $2,675.56 180 1-Oct-13 $298,080.90
4905925 SEATTLE WA 98125 SFD 6.750 6.483 $2,433.50 180 1-Nov-13 $274,113.38
4906099 FIRE ISLANDPINES NY 10023 SFD 6.875 6.608 $2,540.00 180 1-Nov-13 $283,891.67
4907095 FRISCO CO 80443 SFD 6.625 6.358 $4,389.97 180 1-Nov-13 $498,370.45
4907239 CUPERTINO CA 95014 SFD 7.000 6.733 $3,289.71 180 1-Oct-13 $363,683.84
4908043 SATL LAKE CITY UT 84124 SFD 6.875 6.608 $2,479.36 180 1-Oct-13 $276,221.62
4909053 WESTON FL 33332 SFD 6.500 6.233 $2,843.30 180 1-Nov-13 $325,324.70
4909258 VALRICO FL 33594 SFD 7.000 6.733 $2,229.10 180 1-Dec-13 $248,000.00
4909573 HILLSBOROUGH NJ 8502 SFD 7.000 6.733 $2,175.16 180 1-Dec-13 $242,000.00
4909666 TULSA OK 74133 SFD 7.500 7.233 $1,209.76 180 1-Dec-13 $130,500.00
4910231 TULSA OK 74105 SFD 6.875 6.608 $3,005.55 180 1-Oct-13 $334,844.20
4910235 DALLAS TX 75230 SFD 7.250 6.983 $2,552.83 180 1-Dec-13 $279,650.00
4911022 VILLAGE OF PINECRESTFL 33156 SFD 6.625 6.358 $3,511.98 180 1-Dec-13 $400,000.00
4911188 FREMONT CA 94539 SFD 7.000 6.733 $2,939.17 180 1-Oct-13 $324,930.64
4911201 CORTE MADERA CA 94925 SFD 6.750 6.483 $4,920.10 180 1-Nov-13 $554,207.40
4913322 MEDINA MN 55356 SFD 6.750 6.483 $3,910.86 180 1-Nov-13 $440,525.11
4913401 CAMAS WA 98607 SFD 6.375 6.108 $2,660.17 180 1-Nov-13 $306,775.02
4913602 LAS VEGAS NV 89134 SFD 6.875 6.608 $3,834.98 180 1-Nov-13 $428,628.56
4913648 FULLERTON CA 92833 SFD 7.000 6.733 $1,352.74 180 1-Nov-13 $150,025.18
4914110 LAGUNA NIGUEL CA 92677 SFD 7.000 6.733 $2,662.78 180 1-Nov-13 $295,315.34
4914705 ALHAMBRA CA 91801 SFD 7.000 6.733 $2,453.81 180 1-Nov-13 $272,138.69
4914748 CORONADO CA 92118 SFD 6.625 6.358 $3,929.03 180 1-Nov-13 $446,041.54
4914749 YORBA LINDA CA 92886 SFD 6.875 6.608 $3,701.20 180 1-Nov-13 $413,676.40
4914836 VILLA PARK CA 92861 SFD 6.250 5.983 $5,247.43 180 1-Nov-13 $609,940.07
4914897 ALISO VIEJO CA 92656 SFD 6.625 6.358 $2,374.98 180 1-Nov-13 $269,618.41
4914917 WESTHAMPTON NY 11978 SFD 7.750 7.483 $1,263.66 180 1-Dec-13 $134,250.00
4915051 RANCHO PALOS VERDES CA 90275 SFD 6.625 6.358 $4,096.72 180 1-Oct-13 $463,550.21
4915644 LOS ANGELES CA 91423 SFD 7.000 6.733 $2,606.60 180 1-Oct-13 $288,164.79
4916372 BROOKLYN NY 11219 MF2 7.125 6.858 $1,358.75 180 1-Dec-13 $150,000.00
4916444 WOODSIDE CA 94062 SFD 7.000 6.733 $3,204.33 180 1-Nov-13 $355,375.25
4916507 LINCOLN NE 68526 SFD 6.875 6.608 $4,370.09 180 1-Oct-13 $486,865.45
4916605 CALABASAS CA 91302 SFD 6.625 6.358 $2,597.11 180 1-Nov-13 $294,835.95
4917810 CAREFREE AZ 85377 SFD 6.625 6.358 $4,389.97 180 1-Nov-13 $498,370.45
4917827 ANAHEIM CA 92807 SFD 6.875 6.608 $2,025.85 180 1-Nov-13 $226,425.53
4917843 SAN CLEMENTE CA 92673 SFD 7.000 6.733 $2,450.21 180 1-Nov-13 $271,739.96
4918268 AGOURA CA 91301 SFD 6.750 6.483 $3,268.86 180 1-Nov-13 $368,209.02
4920265 BYRON CA 94514 SFD 6.750 6.483 $2,968.88 180 1-Oct-13 $333,330.52
4920566 FORT WORTH TX 76132 LCO 6.625 6.358 $1,108.91 180 1-Dec-13 $126,300.00
4921197 MOORPARK CA 93021 SFD 7.125 6.858 $2,257.34 180 1-Nov-13 $248,422.29
4921708 PALM VALLEY TX 78552 SFD 6.875 6.608 $2,144.02 180 1-Sep-13 $238,086.62
4921736 ALISO VIEJO AREA CA 92656 SFD 6.500 6.233 $2,203.90 180 1-Oct-13 $251,227.99
4922054 JACKSON TN 38305 SFD 7.125 6.858 $2,282.70 180 1-Sep-13 $249,626.62
4922087 DANVILLE CA 94526 SFD 7.000 6.733 $2,254.27 180 1-Nov-13 $250,008.73
4922150 TUSTIN CA 92782 SFD 7.125 6.858 $2,454.81 180 1-Nov-13 $270,154.25
4922682 MILPITAS CA 95035 SFD 7.375 7.108 $2,796.57 180 1-Dec-13 $304,000.00
4924879 PASADENA CA 91107 SFD 6.875 6.608 $1,942.46 180 1-Nov-13 $217,105.36
4925704 KINGS MTN NC 28086 SFD 7.375 7.108 $2,286.01 180 1-Sep-13 $246,209.68
4926467 NORTH MIAMI BEACH FL 33162 SFD 7.125 6.858 $713.80 180 1-Dec-13 $78,800.00
4928053 LONG BEACH CA 90814 SFD 7.125 6.858 $2,264.58 180 1-Nov-13 $249,219.80
4928111 HAVERFORD PA 19041 SFD 6.800 6.533 $5,769.95 180 1-Nov-13 $647,913.39
4928139 LONG BEACH CA 90803 SFD 5.875 5.608 $1,901.52 180 1-Nov-13 $226,360.56
4928956 PHOENIXVILLE PA 19460 SFD 6.250 5.983 $2,126.41 180 1-Nov-13 $247,165.26
6498694 ORANGE CA 92867 SFD 7.625 7.358 $4,413.76 180 1-Nov-12 $453,435.34
6521104 QUINCY MA 2169 MF2 7.500 7.233 $1,390.52 180 1-Dec-12 $138,068.22
6539401 PINEHURST NC 28374 SFD 6.875 6.608 $3,567.42 180 1-Aug-13 $394,852.97
6557134 DOYLESTOWN PA 18901 SFD 6.500 6.233 $3,048.88 180 1-Nov-13 $348,846.95
6587291 LAS VEGAS NV 89134 PUD 6.875 6.608 $4,459.27 180 1-Oct-13 $495,801.49
6632783 TRUCKEE CA 96161 PUD 7.250 6.983 $3,010.17 180 1-Sep-13 $326,677.72
6633714 WELLESLEY MA 2181 SFD 7.250 6.983 $3,227.88 180 1-Mar-13 $316,482.64
6655216 WESTON MA 2193 SFD 7.375 7.108 $5,289.56 180 1-Sep-13 $569,700.44
6675236 HOLLIS NH 3049 SFD 7.375 7.108 $3,201.33 180 1-Aug-13 $343,710.34
6762847 ARMONK NY 10504 SFD 6.625 6.358 $2,633.98 180 1-Nov-13 $299,022.27
6763253 POWAY CA 92064 SFD 7.125 6.858 $3,079.83 180 1-May-13 $332,438.81
6776972 SCOTTSDALE AZ 85255 PUD 7.000 6.733 $3,176.37 180 1-Nov-13 $352,275.07
6792540 AMES IA 50014 SFD 7.125 6.858 $2,449.37 180 1-Aug-13 $266,993.95
6850024 SAVANNAH GA 31411 SFD 7.125 6.858 $3,079.83 180 1-Aug-13 $335,717.73
6881262 GRANGER IN 46530 SFD 7.250 6.983 $2,967.90 180 1-Sep-13 $322,090.87
6881651 ODESSA TX 79762 SFD 6.875 6.608 $2,301.32 180 1-Oct-13 $256,387.33
6891192 KENTFIELD CA 94904 SFD 6.875 6.608 $3,121.49 180 1-Oct-13 $347,761.04
6910878 WINDSOR CO 80550 SFD 7.125 6.858 $2,362.41 180 1-Jul-13 $256,681.85
6916953 NORTH OAKS MN 55127 SFD 6.625 6.358 $5,030.03 180 1-Oct-13 $569,155.41
6925059 RUMSON NJ 7760 SFD 6.875 6.608 $3,933.08 180 1-Sep-13 $426,670.12
6938441 BETTENDORF IA 52722 SFD 7.375 7.108 $2,833.36 180 1-Jul-13 $298,124.73
6939210 ENCINITAS CA 92024 SFD 7.125 6.858 $2,635.97 180 1-Sep-13 $288,259.03
6941225 FORT COLLINS CO 80525 SFD 6.750 6.483 $2,900.73 180 1-Sep-13 $324,611.57
6943712 DELLWOOD MN 55110 SFD 6.875 6.608 $5,868.40 180 1-Aug-13 $649,533.16
6951056 SALT LAKE CITY UT 84121 LCO 6.875 6.608 $2,229.64 180 1-Aug-13 $245,390.60
6957820 UNION CITY CA 94587 SFD 6.875 6.608 $2,307.23 180 1-Sep-13 $256,210.51
6963575 ONALASKA WI 54650 SFD 7.250 6.983 $2,464.73 180 1-Oct-13 $268,328.00
6977198 MONTVILLE NJ 7045 SFD 6.500 6.233 $4,137.76 180 1-Sep-13 $467,860.46
6984335 PADUCAH KY 42001 SFD 7.000 6.733 $7,595.10 180 1-Aug-13 $834,242.60
6989026 ROCHESTER MN 55906 SFD 6.875 6.608 $2,604.21 180 1-Oct-13 $290,132.08
7016880 DOYLESTOWN PA 18901 SFD 6.500 6.233 $2,630.74 180 1-Aug-13 $297,987.92
7018482 LONGMONT CO 80503 PUD 6.250 5.983 $3,000.98 180 1-Oct-13 $347,637.74
7024268 SONOMA CA 95476 SFD 6.750 6.483 $8,849.10 180 1-Aug-13 $986,994.38
7024468 BRECKENRIDGE CO 80424 LCO 7.000 6.733 $3,685.20 180 1-Oct-13 $407,405.39
7026621 POTOMAC MD 20854 SFD 7.125 6.858 $3,561.43 180 1-Aug-13 $386,883.71
7026676 ATLANTA GA 30327 SFD 7.375 7.108 $7,359.39 180 1-Oct-13 $795,099.54
7032389 CUPERTINO CA 95014 SFD 6.875 6.608 $3,254.92 180 1-Nov-13 $363,797.00
7048539 DELAWARE OH 43015 SFD 7.000 6.733 $4,157.08 180 1-Aug-13 $456,612.07
7051759 GRAND JUNCTION CO 81503 SFD 7.125 6.858 $2,690.32 180 1-Oct-13 $295,133.75
7055822 SAN JOSE CA 95117 SFD 7.000 6.733 $2,516.72 180 1-Oct-13 $277,943.14
7057030 LITTLETON CO 80121 SFD 7.000 6.733 $5,527.79 180 1-Aug-13 $607,170.67
7060470 FOREST LAKE MN 55025 SFD 7.000 6.733 $2,399.87 180 1-Oct-13 $265,310.35
7060571 HUDSON OH 44236 SFD 6.875 6.608 $4,450.35 180 1-Aug-13 $457,378.58
7069029 AMES IA 50014 PUD 7.250 6.983 $3,651.45 180 1-Aug-13 $395,015.93
7069759 DANA POINT CA 92624 SFD 7.000 6.733 $11,610.8 5120 1-Oct-08 $988,411.26
7070782 ASPEN CO 81611 LCO 7.125 6.858 $1,811.66 180 1-Sep-13 $198,116.38
7070805 LITTLETON CO 80123 SFD 7.000 6.733 $3,145.90 180 1-Oct-13 $347,785.10
7072288 ALGONQUIN IL 60102 SFD 7.125 6.858 $2,272.05 180 1-Aug-13 $246,808.36
7072757 SUMMERVILLE SC 29485 SFD 6.750 6.483 $2,850.82 180 1-Oct-13 $320,076.82
7073397 FREMONT CA 94539 SFD 7.000 6.733 $3,606.55 180 1-Nov-13 $399,595.65
7075913 LITTLETON CO 80121 SFD 7.250 6.983 $2,635.89 180 1-Sep-13 $286,059.74
7079057 CORONADO CA 92118 LCO 7.125 6.858 $2,989.24 180 1-Sep-13 $326,892.03
7080462 SAN DIEGO CA 92128 PUD 6.750 6.483 $2,929.05 180 1-Oct-13 $328,859.65
7080679 WILMINGTON NC 28405 SFD 6.750 6.483 $3,097.18 180 1-Sep-13 $346,595.63
7082105 ALBUQUERQUE NM 87107 SFD 7.125 6.858 $4,076.24 180 1-Oct-13 $447,182.94
7082421 PHOENIX AZ 85018 SFD 6.875 6.608 $3,422.04 180 1-Sep-13 $380,007.65
7082918 FLORENCE SC 29501 SFD 7.000 6.733 $2,381.89 180 1-Aug-13 $261,626.40
7083669 CHAPEL HILL NC 27516 SFD 6.750 6.483 $3,778.56 180 1-Aug-13 $421,446.62
7085039 ATLANTA GA 30306 SFD 6.750 6.483 $2,411.38 180 1-Sep-13 $269,849.44
7086615 LAGUNA NIGUEL CA 92677 PUD 7.250 6.983 $2,980.50 180 1-Oct-13 $324,478.11
7092055 AGOURA HILLS CA 91301 SFD 7.000 6.733 $2,618.29 180 1-Sep-13 $288,140.59
7094960 ALBUQUERQUE NM 87122 SFD 7.125 6.858 $2,556.71 180 1-Sep-13 $279,591.73
7095004 NEWPORT BEACH CA 92660 SFD 6.875 6.608 $4,013.34 180 1-Aug-13 $444,209.62
7100199 MOUNTAINSIDE NJ 7092 SFD 6.750 6.483 $2,360.05 180 1-Sep-13 $264,105.88
7102549 BIRCHWOOD MN 55110 SFD 7.750 7.483 $3,115.54 120 1-Oct-08 $256,015.22
7102828 STONE HARBOR NJ 8247 SFD 7.250 6.983 $2,870.04 180 1-Oct-13 $312,453.06
7105526 DENVER CO 80210 SFD 7.125 6.858 $2,616.04 180 1-Sep-13 $286,080.05
7107385 GLEN ELLYN IL 60137 SFD 6.875 6.608 $3,375.67 180 1-Sep-13 $374,857.67
7107761 PARK CITY UT 84060 LCO 6.875 6.608 $891.85 180 1-Sep-13 $99,037.71
7107954 ST PAUL MN 55105 SFD 7.000 6.733 $2,763.90 180 1-Sep-13 $304,148.86
7108221 WEST DES MOINES IA 50265 SFD 6.750 6.483 $2,619.33 180 1-Oct-13 $294,085.97
7109211 VAN WERT OH 45891 SFD 7.125 6.858 $2,323.28 180 1-Oct-13 $254,874.39
7110985 DALLAS TX 75240 SFD 7.125 6.858 $4,275.52 180 1-Sep-13 $467,554.65
7113076 REDLANDS CA 92373 PUD 6.750 6.483 $3,260.01 180 1-Sep-13 $363,771.56
7117583 CORONADO CA 92118 SFD 7.125 6.858 $4,311.76 180 1-Sep-13 $471,516.96
7117663 QUINCY MA 2169 SFD 7.250 6.983 $639.00 180 1-Sep-13 $69,347.83
7117671 SNOWMASS VILLAGE CO 81615 LCO 7.250 6.983 $3,907.05 180 1-Sep-13 $424,012.35
7121457 BENSENVILLE IL 60106 LCO 7.500 7.233 $746.24 180 1-Nov-13 $80,256.89
7124951 DENVER CO 80206 SFD 7.000 6.733 $4,628.97 180 1-Oct-13 $511,740.92
7125804 WASHINGTON DC 20007 SFD 7.000 6.733 $6,067.09 180 1-Oct-13 $670,728.40
7127313 COLORADO SPRINGS CO 80907 SFD 7.000 6.733 $3,100.96 180 1-Sep-13 $341,715.53
7127538 OKLAHOMA CITY OK 73116 SFD 7.250 6.983 $6,446.64 180 1-Sep-13 $699,620.36
7127606 SILVER CITY NM 88061 SFD 6.875 6.608 $2,240.97 180 1-Sep-13 $248,853.00
7128068 HANOVER PA 17331 SFD 7.625 7.358 $2,942.51 180 1-Sep-13 $312,159.18
7128148 MILTON MA 2186 SFD 7.000 6.733 $3,861.37 180 1-Sep-13 $425,510.12
7129720 POTOMAC MD 20854 PUD 7.125 6.858 $4,076.24 180 1-Oct-13 $447,182.94
7130111 ENCINO CA 91403 SFD 7.000 6.733 $6,291.80 180 1-Sep-13 $693,335.87
7131085 SIOUX CITY IA 51104 SFD 7.375 7.108 $2,392.72 180 1-Oct-13 $258,506.74
7133265 CHADDS FORD PA 19317 SFD 7.250 6.983 $3,731.33 180 1-Sep-13 $404,941.69
7137016 STATE COLLEGE PA 16803 SFD 6.875 6.608 $2,800.78 180 1-Sep-13 $311,017.98
7137179 SAN DIEGO CA 92131 SFD 7.375 7.108 $2,291.99 180 1-Sep-13 $246,853.67
7138100 RICHMOND VA 23233 SFD 7.000 6.733 $1,617.89 180 1-Nov-13 $179,432.11
7138344 SAN CARLOS CA 94070 SFD 7.000 6.733 $2,453.80 180 1-Sep-13 $270,401.00
7138940 OMAHA NE 68114 SFD 7.250 6.983 $2,736.53 180 1-Oct-13 $297,918.63
7139769 TUCSON AZ 85718 SFD 6.875 6.608 $2,211.80 180 1-Sep-13 $245,613.47
7140189 LOOMIS CA 95608 SFD 7.250 6.983 $4,792.53 180 1-Oct-13 $519,742.86
7141811 ST CHARLES IL 60174 PUD 7.000 6.733 $2,750.41 180 1-Sep-13 $303,086.84
7141873 DALLAS TX 75287 PUD 6.750 6.483 $6,435.95 180 1-Sep-13 $720,225.69
7142104 AVALON NJ 8202 SFD 6.750 6.483 $3,539.64 180 1-Nov-13 $398,710.36
7142468 OMAHA NE 68118 PUD 7.250 6.983 $2,994.19 180 1-Sep-13 $323,938.00
7144212 SAN JOSE CA 95120 SFD 6.750 6.483 $3,395.40 180 1-Sep-13 $379,967.82
7144382 REDMOND WA 98052 SFD 6.875 6.608 $2,764.75 180 1-Oct-13 $308,016.92
7145704 FREMONT CA 94539 SFD 6.875 6.608 $5,797.05 180 1-Oct-13 $645,841.94
7147203 TAMPA FL 33647 SFD 7.000 6.733 $2,696.48 180 1-Oct-13 $298,101.52
7148937 LIGHTHOUSE POINT FL 33064 SFD 7.000 6.733 $3,348.14 180 1-Sep-13 $368,953.73
7149242 DENVER CO 80218 SFD 7.250 6.983 $2,705.82 180 1-Sep-13 $293,648.35
7152414 RENO NV 89511 SFD 6.750 6.483 $2,698.97 180 1-Oct-13 $303,027.78
7152883 LAS VEGAS NV 89129 SFD 7.250 6.983 $2,254.77 180 1-Sep-13 $244,698.72
7152919 CHEVY CHASE MD 20815 SFD 6.875 6.608 $4,191.72 180 1-Oct-13 $466,661.93
7153138 LOS ANGELES CA 90024 HCO 6.750 6.483 $2,654.73 180 1-Oct-13 $298,060.10
7153630 SCOTTSDALE AZ 85262 SFD 7.125 6.858 $3,170.41 180 1-Oct-13 $347,808.95
7154285 LAKEVILLE MN 55044 SFD 6.875 6.608 $3,255.27 180 1-Sep-13 $361,487.59
7155293 GLENWOOD SPRINGS CO 81601 SFD 7.000 6.733 $2,336.95 180 1-Oct-13 $258,354.65
7155311 BLUE BELL PA 19422 SFD 7.000 6.733 $5,752.50 180 1-Sep-13 $633,907.09
7155441 ROCHESTER MN 55906 SFD 6.875 6.608 $3,317.70 180 1-Sep-13 $368,420.22
7164411 WAYNE PA 19087 SFD 7.000 6.733 $2,642.56 180 1-Sep-13 $291,201.06
7164931 SITKA AK 99835 SFD 7.125 6.858 $4,203.06 180 1-Sep-13 $459,629.97
7165577 NAPA CA 94558 SFD 6.875 6.608 $2,408.01 180 1-Sep-13 $267,401.77
7167191 SAN FRANCISCO CA 94115 SFD 7.125 6.858 $4,076.24 180 1-Oct-13 $447,182.94
7169390 LAGUNA NIGUEL CA 92677 SFD 7.125 6.858 $9,058.31 180 1-Oct-13 $993,739.85
7170534 SIOUX CITY IA 51104 SFD 7.125 6.858 $2,411.78 180 1-Oct-13 $264,583.23
7170584 MARINE CITY MI 48039 SFD 7.250 6.983 $4,016.60 180 1-Oct-13 $437,275.26
7173779 EL PASO TX 79922 SFD 6.875 6.608 $5,224.42 180 1-Oct-13 $582,045.67
7174967 HOUSTON TX 77005 SFD 6.625 6.358 $3,272.28 180 1-Oct-13 $370,263.96
7175032 MEDINA MN 55356 SFD 7.000 6.733 $3,073.99 180 1-Nov-13 $340,921.01
7175568 EPHRAIM WI 54211 SFD 6.875 6.608 $4,102.53 180 1-Sep-13 $455,573.40
7175880 EUGENE OR 97408 SFD 6.625 6.358 $2,808.70 180 1-Oct-13 $317,425.41
7177018 MESA AZ 85213 SFD 7.125 6.858 $2,350.63 180 1-Nov-13 $258,690.15
7180191 CASTLE ROCK CO 80104 PUD 6.875 6.608 $4,469.53 180 1-Nov-13 $498,651.64
7182313 ONALASKA WI 54650 SFD 7.250 6.983 $2,834.44 180 1-Oct-13 $307,607.09
7182891 NORTH CANTON OH 44720 SFD 7.000 6.733 $2,696.48 180 1-Oct-13 $298,101.52
7185036 CHANDLER AZ 85248 SFD 7.000 6.733 $2,215.16 180 1-Oct-13 $244,890.39
7186597 STOCKTON CA 95206 SFD 6.750 6.483 $2,707.82 180 1-Nov-13 $305,013.43
7187272 CHICAGO IL 60657 SFD 7.125 6.858 $3,152.75 180 1-Oct-13 $345,018.87
7190398 RANCHO SANTA FE CA 92067 SFD 6.875 6.608 $7,224.02 180 1-Nov-13 $807,416.61
7192238 WEST ST PAUL MN 55118 SFD 6.875 6.608 $3,032.30 180 1-Oct-13 $337,825.02
7192440 ST CLOUD MN 56301 SFD 6.750 6.483 $2,760.21 180 1-Nov-13 $310,914.34
7197141 FAIR OAKS CA 95628 SFD 6.875 6.608 $2,419.15 180 1-Nov-13 $269,804.04
7197225 LA JOLLA CA 92037 SFD 6.875 6.608 $5,351.13 180 1-Oct-13 $596,161.78
7197860 RALEIGH NC 27614 SFD 6.750 6.483 $3,097.18 180 1-Oct-13 $347,736.79
7200367 CHANHASSEN MN 55317 SFD 6.750 6.483 $2,867.11 180 1-Oct-13 $321,904.90
7202038 EUFAULA AL 36027 SFD 6.750 6.483 $3,539.64 180 1-Oct-13 $397,413.47
7202274 BURBANK CA 91506 SFD 6.875 6.608 $2,800.42 180 1-Oct-13 $311,991.34
7202554 ROCHESTER MN 55902 SFD 6.875 6.608 $2,452.60 180 1-Oct-13 $273,240.82
7202598 SCOTTSDALE AZ 85255 PUD 6.875 6.608 $5,700.73 180 1-Oct-13 $635,111.02
7203055 MONTE SERENO CA 95030 SFD 6.625 6.358 $4,000.14 180 1-Nov-13 $454,115.15
7203434 ATLANTA GA 30305 PUD 6.750 6.483 $4,424.55 180 1-Oct-13 $496,766.83
7207992 PROSPECT HEIGHTS IL 60070 SFD 6.875 6.608 $2,898.53 180 1-Nov-13 $323,963.45
7208002 DENVER CO 80206 SFD 6.875 6.608 $3,032.30 180 1-Oct-13 $287,538.57
7208913 MINNEAPOLIS MN 55403 SFD 6.625 6.358 $3,090.54 180 1-Oct-13 $347,953.02
7208958 NEENAH WI 54956 SFD 7.000 6.733 $3,785.86 180 1-Oct-13 $418,534.53
7209110 INCLINE VILLAGE NV 89450 SFD 7.000 6.733 $8,089.45 180 1-Oct-13 $894,304.54
7209569 TUCSON AZ 85750 SFD 6.875 6.608 $2,577.46 180 1-Oct-13 $287,151.26
7210498 CAMPBELL CA 95008 PUD 7.000 6.733 $2,938.94 180 1-Oct-13 $324,905.81
7210679 PHOENIX AZ 85021 SFD 6.750 6.483 $2,654.73 180 1-Oct-13 $298,060.10
7210837 LAS VEGAS NV 89129 SFD 7.125 6.858 $2,690.32 180 1-Oct-13 $295,140.73
7213258 BROOKFIELD WI 53045 SFD 7.125 6.858 $5,887.90 180 1-Oct-13 $639,390.78
7213677 ENCINITAS CA 92024 SFD 7.000 6.733 $4,557.06 180 1-Oct-13 $503,791.55
7214147 PIEDMONT CA 94611 SFD 6.875 6.608 $3,496.07 180 1-Oct-13 $389,492.36
7214300 MODESTO CA 95356 SFD 7.125 6.858 $2,726.70 180 1-Oct-13 $299,131.58
7214972 SAN DIEGO CA 92128 SFD 6.750 6.483 $2,606.06 180 1-Oct-13 $292,591.70
7215216 HARRISON TWP MI 48045 SFD 6.875 6.608 $3,591.94 180 1-Oct-13 $399,763.20
7215327 BERTHOUD CO 80513 SFD 6.875 6.608 $3,333.56 180 1-Nov-13 $372,585.88
7215512 FORT WAYNE IN 46845 SFD 7.125 6.858 $2,423.10 180 1-Oct-13 $265,825.40
7216019 NEWPORT BEACH CA 92660 LCO 6.875 6.608 $2,925.28 180 1-Nov-13 $326,953.89
7216304 MENLO PARK CA 94025 SFD 6.750 6.483 $4,424.55 180 1-Nov-13 $498,387.95
7224482 CATALDO ID 83810 SFD 7.000 6.733 $2,944.56 180 1-Nov-13 $326,566.44
7225381 SPRINGFIELD MO 65804 SFD 6.750 6.483 $2,271.72 180 1-Oct-13 $253,052.36
7225881 LAS CRUCES NM 88011 SFD 7.250 6.983 $2,282.16 180 1-Oct-13 $248,451.85
7228452 CHINO HILLS CA 91709 SFD 6.875 6.608 $3,299.86 180 1-Oct-13 $367,633.10
7231512 EAST TROY WI 53120 SFD 6.750 6.483 $3,008.69 180 1-Nov-13 $338,903.81
7231946 FORT COLLINS CO 80524 SFD 6.625 6.358 $2,633.98 180 1-Nov-13 $299,022.27
7234415 STATE COLLEGE PA 16801 SFD 7.250 6.983 $2,282.16 180 1-Nov-13 $249,228.26
7237861 PIEDMONT CA 94611 SFD 7.000 6.733 $2,211.12 180 1-Nov-13 $245,223.88
7238170 FORT WAYNE IN 46804 PUD 6.750 6.483 $3,539.64 180 1-Nov-13 $397,989.82
7239987 AVON CO 81620 PUD 6.875 6.608 $2,167.21 180 1-Nov-13 $242,224.98
7247588 PARK RAPIDS MN 56470 SFD 6.750 6.483 $2,477.75 180 1-Nov-13 $279,097.25
7248877 VILLANOVA PA 19085 SFD 6.875 6.608 $3,545.12 180 1-Nov-13 $396,232.22
7251376 CHEVY CHASE MD 20815 HCO 6.875 6.608 $2,675.56 180 1-Nov-13 $299,043.19
7251581 MORRO BAY CA 93442 SFD 6.875 6.608 $2,253.72 180 1-Nov-13 $251,895.05
7270181 MCMINNVILLE OR 97128 SFD 6.750 6.483 $2,716.67 180 1-Nov-13 $306,010.21
7276370 SAUSALITO CA 94965 SFD 6.875 6.608 $6,383.89 180 1-Oct-13 $711,221.02
7276719 ALEXANDRIA MN 56308 SFD 6.750 6.483 $2,698.97 180 1-Oct-13 $303,027.78
7277233 SOUTH PASADENA CA 91030 SFD 6.625 6.358 $3,836.83 180 1-Nov-13 $435,575.77
7279168 LAKEWOOD CO 80228 SFD 7.125 6.858 $2,282.69 180 1-Oct-13 $250,422.45
7280284 HAVERTOWN PA 19083 SFD 7.250 6.983 $912.86 180 1-Nov-13 $99,304.17
7284649 MORAGA CA 94556 SFD 6.500 6.233 $5,226.64 180 1-Nov-13 $598,023.36
7284758 MENDOTA HEIGHTS MN 55118 SFD 6.625 6.358 $2,339.85 180 1-Nov-13 $265,631.45
7285392 LITTLETON CO 80121 PUD 6.375 6.108 $4,321.25 180 1-Nov-13 $498,335.00
7285474 INDIAN WELLS CA 92210 SFD 7.250 6.983 $2,523.70 180 1-Nov-13 $275,606.58
7286824 MADISON SD 57042 SFD 6.625 6.358 $2,765.68 180 1-Nov-13 $313,973.38
7288009 FORT MYERS FL 33908 SFD 6.750 6.483 $4,166.15 180 1-Nov-13 $469,282.10
7288887 POWAY CA 92064 PUD 6.500 6.233 $2,545.38 180 1-Nov-13 $291,237.37
7289980 BURKE VA 22015 SFD 7.000 6.733 $2,591.09 180 1-Nov-13 $287,364.51
7290401 FT WORTH TX 76132 SFD 6.750 6.483 $5,170.53 180 1-Nov-13 $582,416.16
7292401 WESTLAKE VILLAGE CA 91361 SFD 6.750 6.483 $3,442.30 180 1-Nov-13 $387,688.13
7294623 STILLWATER MN 55082 SFD 6.875 6.608 $3,549.58 180 1-Nov-13 $396,730.63
7296494 HOUSTON TX 77055 SFD 6.875 6.608 $2,675.56 180 1-Nov-13 $299,043.19
7302303 BOULDER CO 80304 SFD 6.875 6.608 $3,216.03 180 1-Nov-13 $359,449.91
7317948 AUGUSTA GA 30909 SFD 6.375 6.108 $3,802.70 180 1-Nov-13 $438,534.80
7338161 CHARLOTTE NC 28226 PUD 6.750 6.483 $2,499.87 180 1-Nov-13 $281,589.19
7350689 COLLIERVILLE TN 38018 PUD 6.875 6.608 $2,745.13 180 1-Dec-13 $307,800.00
7354092 OAKLAND CA 94618 SFD 6.750 6.483 $2,654.73 180 1-Nov-13 $299,032.77
7355494 EVERGREEN CO 80439 SFD 6.875 6.608 $2,515.03 180 1-Nov-13 $281,100.60
7356236 FLORA MS 39071 SFD 6.375 6.108 $5,271.93 180 1-Nov-13 $607,968.70
7365390 PROVO UT 84604 SFD 6.750 6.483 $4,424.55 180 1-Nov-13 $498,387.95
7373493 CUPERTINO CA 95014 SFD 6.625 6.358 $5,706.96 180 1-Nov-13 $647,881.58
7392573 GLENWOOD SPRINGS CO 81601 SFD 7.375 7.108 $2,089.61 180 1-Nov-13 $226,456.42
7404639 GRAND JUNCTION CO 81505 SFD 6.750 6.483 $2,212.27 180 1-Dec-13 $250,000.00
7411256 PARK CITY UT 84060 SFD 6.750 6.483 $3,185.67 180 1-Nov-13 $358,839.33
$249,578,233.59
</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
- --------------------------------------------------------------------------------
4627817 80.00 0.25 0.017 0.733
4704195 68.31 0.25 0.017 0.358
4715399 50.43 0.25 0.017 0.000
4722677 67.57 0.25 0.017 0.858
4730119 89.04 06 0.25 0.017 0.358
4737356 62.31 0.25 0.017 0.608
4776107 74.98 0.25 0.017 0.608
4781590 49.57 0.25 0.017 1.183
4783076 41.67 0.25 0.017 1.108
4783708 70.72 FX30YR 0.25 0.017 0.483
4787725 45.23 0.25 0.017 0.000
4789206 55.56 0.25 0.017 0.858
4789700 71.16 0.25 0.017 0.358
4790798 69.67 0.25 0.017 0.608
4794416 60.85 0.25 0.017 0.233
4799694 90.00 06 0.25 0.017 0.358
4799965 80.00 0.25 0.017 0.358
4800426 69.72 0.25 0.017 0.000
4800952 61.39 0.25 0.017 0.483
4801208 50.00 0.25 0.017 0.000
4804759 75.69 0.25 0.017 0.733
4807655 61.77 0.25 0.017 0.358
4808534 70.00 0.25 0.017 0.358
4809244 54.43 0.25 0.017 0.358
4809720 80.00 0.25 0.017 0.358
4810656 42.31 0.25 0.017 0.733
4810706 48.31 0.25 0.017 0.233
4812403 80.00 0.25 0.017 0.733
4812940 79.99 0.25 0.017 0.608
4813521 62.50 0.25 0.017 0.358
4814367 85.00 12 0.25 0.017 0.483
4815461 80.00 0.25 0.017 0.483
4815704 64.35 0.25 0.017 0.233
4816007 69.23 0.25 0.017 0.608
4816220 72.73 0.25 0.017 0.358
4816289 52.64 0.25 0.017 0.233
4816355 73.81 0.25 0.017 0.608
4816840 58.96 0.25 0.017 0.733
4816844 49.70 0.25 0.017 0.733
4817340 66.56 0.25 0.017 0.608
4818587 73.33 0.25 0.017 0.233
4819620 53.35 0.25 0.017 0.733
4820116 80.00 0.25 0.017 0.233
4820664 50.00 0.25 0.017 0.358
4821423 70.92 0.25 0.017 0.608
4821455 56.10 0.25 0.017 0.483
4822040 59.18 0.25 0.017 0.233
4822496 80.00 0.25 0.017 0.233
4823427 74.90 0.25 0.017 0.983
4824168 63.91 0.25 0.017 0.358
4824591 51.85 0.25 0.017 0.233
4825431 75.00 0.25 0.017 0.483
4825560 74.29 0.25 0.017 0.000
4825569 45.96 0.25 0.017 0.483
4825694 80.00 0.25 0.017 0.483
4826002 55.40 0.25 0.017 0.733
4826004 68.38 0.25 0.017 0.483
4826122 75.00 0.25 0.017 0.733
4826147 80.00 0.25 0.017 0.783
4826162 59.11 0.25 0.017 0.733
4826681 70.00 0.25 0.017 0.358
4826878 85.00 06 0.25 0.017 0.000
4827500 70.00 0.25 0.017 0.483
4827582 54.17 0.25 0.017 0.483
4827854 64.41 0.25 0.017 0.358
4828672 75.00 0.25 0.017 0.733
4828689 74.16 0.25 0.017 0.483
4828694 36.24 0.25 0.017 0.358
4828867 80.00 0.25 0.017 0.733
4830773 75.00 0.25 0.017 0.483
4830920 52.05 0.25 0.017 0.358
4831268 80.00 0.25 0.017 0.000
4831402 79.06 0.25 0.017 0.358
4831510 72.44 0.25 0.017 0.358
4832921 74.08 0.25 0.017 0.000
4833074 79.44 0.25 0.017 0.233
4833110 76.31 0.25 0.017 0.108
4833571 66.67 0.25 0.017 0.608
4834135 62.89 0.25 0.017 0.108
4834467 66.78 0.25 0.017 0.000
4834562 80.00 0.25 0.017 0.233
4834983 80.00 0.25 0.017 0.358
4835779 78.25 0.25 0.017 0.483
4837194 62.70 0.25 0.017 0.483
4837553 75.71 0.25 0.017 0.733
4838131 90.00 11 0.25 0.017 0.108
4838644 72.70 0.25 0.017 0.483
4838871 80.00 0.25 0.017 0.608
4838954 54.01 0.25 0.017 0.608
4839154 68.18 0.25 0.017 0.483
4839465 61.67 0.25 0.017 0.358
4839775 71.35 0.25 0.017 0.358
4842419 75.00 0.25 0.017 1.108
4842486 65.19 0.25 0.017 0.358
4842692 50.85 0.25 0.017 0.000
4843545 71.79 0.25 0.017 0.233
4843616 70.00 0.25 0.017 0.358
4844050 61.73 0.25 0.017 0.108
4844158 88.84 01 0.25 0.017 0.358
4844184 69.36 0.25 0.017 0.233
4844649 63.98 0.25 0.017 0.108
4844854 47.93 0.25 0.017 0.358
4845669 62.09 0.25 0.017 0.358
4845998 65.22 0.25 0.017 0.858
4846000 34.07 0.25 0.017 0.608
4846363 25.00 0.25 0.017 0.858
4846513 67.76 0.25 0.017 0.233
4846627 59.44 0.25 0.017 0.233
4846711 69.91 0.25 0.017 0.233
4847019 50.31 0.25 0.017 0.483
4847104 62.13 0.25 0.017 0.733
4847627 62.55 0.25 0.017 0.733
4847686 66.09 0.25 0.017 0.483
4848079 71.18 0.25 0.017 0.483
4848236 72.73 0.25 0.017 0.000
4848426 75.00 0.25 0.017 0.358
4848490 65.22 0.25 0.017 0.358
4848696 54.95 0.25 0.017 0.858
4849036 59.07 0.25 0.017 0.358
4849511 29.27 0.25 0.017 0.608
4849625 62.12 0.25 0.017 0.983
4849799 95.00 06 0.25 0.017 0.358
4849951 67.53 0.25 0.017 0.108
4850019 86.96 17 0.25 0.017 0.358
4850025 75.00 0.25 0.017 0.000
4850496 69.23 0.25 0.017 0.233
4850636 47.50 0.25 0.017 0.483
4850750 58.51 0.25 0.017 0.608
4851239 45.45 0.25 0.017 0.000
4851254 56.70 0.25 0.017 0.733
4851395 35.53 0.25 0.017 0.483
4851558 76.07 0.25 0.017 0.233
4851627 65.79 0.25 0.017 0.000
4851662 80.00 0.25 0.017 0.608
4851856 66.29 0.25 0.017 0.233
4851981 80.00 0.25 0.017 0.233
4851991 75.30 0.25 0.017 0.858
4852016 86.93 06 0.25 0.017 0.358
4852219 57.05 0.25 0.017 0.483
4852344 76.99 0.25 0.017 0.233
4852371 74.71 0.25 0.017 0.000
4852456 76.19 0.25 0.017 0.483
4852510 54.67 0.25 0.017 0.483
4852724 26.67 0.25 0.017 0.108
4852790 78.99 0.25 0.017 0.608
4852887 33.90 0.25 0.017 0.233
4853790 60.40 0.25 0.017 0.233
4853800 61.18 0.25 0.017 0.483
4854035 55.13 0.25 0.017 0.483
4854095 45.19 0.25 0.017 0.608
4854239 73.97 0.25 0.017 0.858
4854722 74.93 0.25 0.017 0.000
4855255 66.67 GD 2YR 0.25 0.017 0.358
4855285 76.02 0.25 0.017 0.000
4855642 42.78 0.25 0.017 0.233
4855644 90.00 17 0.25 0.017 0.608
4856154 54.04 0.25 0.017 0.483
4856949 42.46 0.25 0.017 0.483
4857052 56.70 0.25 0.017 0.858
4857448 59.48 0.25 0.017 0.108
4857570 70.00 0.25 0.017 0.608
4858062 51.29 0.25 0.017 0.608
4858146 37.62 0.25 0.017 0.108
4858623 68.71 0.25 0.017 0.858
4859001 90.00 17 0.25 0.017 0.000
4859016 61.84 0.25 0.017 0.608
4859048 45.93 0.25 0.017 0.233
4859116 54.00 0.25 0.017 0.483
4859183 50.43 0.25 0.017 0.483
4859465 80.00 0.25 0.017 0.608
4859477 56.91 0.25 0.017 0.858
4859504 75.00 0.25 0.017 0.608
4859649 53.97 0.25 0.017 0.608
4859722 63.66 0.25 0.017 0.233
4859973 42.50 0.25 0.017 0.733
4862543 70.50 0.25 0.017 0.483
4862554 68.77 0.25 0.017 0.608
4862655 46.67 0.25 0.017 0.233
4862719 80.00 0.25 0.017 0.483
4863021 26.09 0.25 0.017 0.358
4863041 71.69 0.25 0.017 0.358
4863167 78.18 0.25 0.017 0.608
4863242 69.38 0.25 0.017 0.000
4863257 79.09 0.25 0.017 0.358
4863331 54.55 0.25 0.017 0.483
4864430 52.04 0.25 0.017 0.233
4864543 71.43 0.25 0.017 0.358
4864657 66.11 0.25 0.017 0.483
4864744 75.00 0.25 0.017 0.358
4865008 79.47 0.25 0.017 0.358
4865481 73.68 0.25 0.017 0.608
4865964 61.71 0.25 0.017 0.608
4866045 79.99 0.25 0.017 0.858
4866179 73.51 0.25 0.017 0.233
4866234 69.44 0.25 0.017 0.000
4866288 61.22 0.25 0.017 0.608
4866435 75.00 0.25 0.017 0.358
4866788 60.93 0.25 0.017 0.483
4866901 67.29 0.25 0.017 0.358
4867027 78.05 0.25 0.017 0.108
4867110 79.67 0.25 0.017 0.358
4867141 58.92 0.25 0.017 0.358
4867460 75.43 0.25 0.017 0.483
4867496 90.00 17 0.25 0.017 0.358
4867599 47.46 0.25 0.017 0.358
4867836 44.38 0.25 0.017 0.733
4868162 64.92 0.25 0.017 0.858
4868256 73.42 0.25 0.017 0.358
4868319 50.56 0.25 0.017 0.358
4868745 68.91 0.25 0.017 0.483
4868763 70.00 0.25 0.017 0.858
4869134 70.00 0.25 0.017 0.108
4869701 59.39 0.25 0.017 0.233
4869984 69.40 0.25 0.017 0.483
4870037 42.00 0.25 0.017 0.733
4870039 70.00 0.25 0.017 0.483
4870056 64.46 0.25 0.017 0.108
4870532 47.62 0.25 0.017 0.358
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7286824 75.00 0.25 0.017 0.233
7288009 69.24 0.25 0.017 0.000
7288887 48.70 0.25 0.017 0.483
7289980 87.36 01 0.25 0.017 0.233
7290401 57.00 0.25 0.017 0.233
7292401 57.63 0.25 0.017 0.358
7294623 75.09 0.25 0.017 0.358
7296494 66.96 0.25 0.017 0.358
7302303 68.04 0.25 0.017 0.000
7317948 57.52 0.25 0.017 0.233
7338161 53.81 0.25 0.017 0.358
7350689 67.65 0.25 0.017 0.233
7354092 66.67 0.25 0.017 0.358
7355494 77.69 0.25 0.017 0.000
7356236 43.57 0.25 0.017 0.233
7365390 78.74 0.25 0.017 0.108
7373493 69.89 0.25 0.017 0.858
7392573 34.21 0.25 0.017 0.233
7404639 58.82 0.25 0.017 0.233
7411256 51.43 0.25 0.017 0.233
COUNT: 711
WAC: 6.896490073
WAM: 177.6786378
WALTV: 64.40157126
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1998-31 Exhibit F-3 (Part A)
10 & 15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi)
- --------------------------------------------------------------------------------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT
- --------------------------------------------------------------------------------
4819216 GUNTERSVILLE AL 35976 SFD 7.000 6.733 $2,154.04
4820540 DUBLIN OH 43017 SFD 7.000 6.733 $2,791.77
4824493 TRURO MA 2666 SFD 7.000 6.733 $2,696.49
4832591 HOLMES BEACH FL 34217 SFD 7.000 6.733 $3,483.26
4840157 CHARLEVOIX MI 49720 SFD 7.250 6.983 $4,153.53
4842454 GATES MILLS OH 44040 SFD 7.125 6.858 $3,759.20
4842577 BELLEVUE NE 68005 SFD 7.250 6.983 $3,331.95
4842750 MARYVILLE TN 37804 SFD 7.125 6.858 $2,880.55
4842898 SARASOTA FL 34242 SFD 7.250 6.983 $3,809.38
4842927 PALM HARBOR FL 34685 SFD 7.250 6.983 $2,433.99
4843583 STONE MOUNTAIN GA 30087 SFD 7.250 6.983 $2,702.07
4844979 OMAHA NE 68114 SFD 7.625 7.358 $2,890.78
4845013 FRANKLIN MI 48025 SFD 7.375 7.108 $3,641.98
4845182 BAR HARBOR ME 4609 SFD 7.375 7.108 $2,447.00
4845214 CARLISLE MA 1741 SFD 7.375 7.108 $5,312.27
4845282 GROSSE ILE MI 48138 SFD 7.500 7.233 $2,456.59
4845315 ALTON NH 3810 SFD 7.625 7.358 $2,468.44
4845339 WEST SEATTLE WA 98199 SFD 7.375 7.108 $2,282.79
4845382 CHICAGO IL 60657 SFD 7.375 7.108 $3,219.74
4845404 ELMHURST IL 60126 SFD 7.375 7.108 $5,703.53
4845720 LINCOLN MA 1773 SFD 7.250 6.983 $5,112.03
4845736 GLEN ELLYN IL 60137 SFD 7.250 6.983 $2,464.73
4845747 HERNDON VA 20170 SFD 7.250 6.983 $2,409.96
4845803 MIAMI FL 33016 SFD 7.250 6.983 $3,154.86
4845902 TUCSON AZ 85718 SFD 7.250 6.983 $2,396.27
4845998 NEEDHAM MA 2492 SFD 7.125 6.858 $3,396.87
4846091 FRESNO CA 93722 SFD 7.250 6.983 $2,601.66
4847883 PACIFICA CA 94044 SFD 7.250 6.983 $3,432.36
4849530 RIVER FOREST IL 60305 SFD 7.375 7.108 $2,538.99
4849573 ST DAVIDS PA 19087 SFD 7.375 7.108 $4,415.64
4849586 SAN FRANCISCO CA 94118 SFD 7.250 6.983 $2,738.59
4849605 VILLANOVA PA 19085 SFD 7.250 6.983 $2,190.87
4850259 TULSA OK 74137 SFD 7.000 6.733 $2,669.52
4851132 SOUTHLAKE TX 76092 SFD 7.375 7.108 $2,701.36
4851877 FARMERSVILLE TX 75442 SFD 6.875 6.608 $2,309.90
4852457 SAN DIEGO CA 92128 SFD 7.250 6.983 $2,318.67
4852489 RIVERDALE NY 10463 SFD 7.250 6.983 $3,176.76
4852519 TROY MI 48098 SFD 7.250 6.983 $2,263.90
4855303 LEESBURG VA 22075 SFD 7.375 7.108 $3,698.09
4857376 FRANKLIN PARK IL 60131 SFD 7.750 7.483 $658.89
4858246 NORTHBROOK IL 60062 SFD 7.000 6.733 $2,561.67
4858267 GLENVIEW IL 60025 SFD 7.000 6.733 $2,696.48
4858344 ISLE OF PALMS SC 29451 SFD 6.750 6.483 $2,654.73
4858683 GLENDALE AZ 85308 PUD 7.125 6.858 $1,141.35
4858713 LAKE FOREST IL 60045 SFD 7.250 6.983 $4,336.10
4858768 ANN ARBOR MI 48103 SFD 6.375 6.108 $3,629.86
4858827 RIVER HILLS WI 53217 SFD 7.250 6.983 $3,970.95
4858912 LONGMONT CO 80503 SFD 6.875 6.608 $2,408.01
4859235 COLLEYVILLE TX 76034 SFD 6.625 6.358 $2,676.13
4859238 HUNTINGTON MD 20639 SFD 6.625 6.358 $2,721.79
4859272 TACOMA WA 98407 SFD 7.125 6.858 $2,971.13
4859301 TUCSON AZ 85718 SFD 7.000 6.733 $3,505.43
4859307 SILVER SPRING MD 20905 SFD 7.125 6.858 $2,101.53
4859311 COLUMBIA SC 29205 SFD 7.000 6.733 $2,948.16
4859323 SILVER SPRING MD 20904 SFD 7.000 6.733 $2,164.38
4859407 HOLLAND MI 49424 SFD 7.375 7.108 $5,013.59
4859425 ROSWELL GA 30075 SFD 6.875 6.608 $2,559.63
4859562 CUMMING GA 30040 SFD 7.125 6.858 $2,273.64
4859822 ATLANTA GA 30305 SFD 6.750 6.483 $5,751.91
4865441 TULSA OK 74136 SFD 6.875 6.608 $4,258.60
4867039 LAKE CHARLES LA 70606 SFD 7.000 6.733 $2,229.09
4872109 PONCA CITY OK 74604 SFD 7.000 6.733 $2,894.23
4877595 OKLAHOMA CITY OK 73120 SFD 6.875 6.608 $3,330.18
4885294 FRANKLIN LAKES NJ 7417 SFD 7.250 6.983 $2,966.80
4885731 HUNTINGTON BEACH CA 92647 SFD 7.625 7.358 $2,596.88
4885768 PLANO TX 75093 SFD 7.250 6.983 $2,921.17
4885793 MINNETRISTA MN 55364 SFD 7.250 6.983 $2,629.05
4885824 BELLEMEAD NJ 8502 SFD 7.250 6.983 $3,076.35
4885852 WESTPORT CT 6880 SFD 7.250 6.983 $5,066.39
4885867 SAN DIMAS CA 91773 SFD 7.500 7.233 $2,521.47
4885896 EAGLE RIVER AK 99577 SFD 7.125 6.858 $4,710.32
4885912 INDIANAPOLIS IN 46256 SFD 7.125 6.858 $2,355.16
4886565 MEMPHIS TN 38103 SFD 7.250 6.983 $2,419.09
4887135 TULSA OK 74136 SFD 6.875 6.608 $2,720.16
4887170 LOS GATOS CA 95030 SFD 7.250 6.983 $2,909.44
4887180 OAK BROOK IL 60521 SFD 7.125 6.858 $2,717.49
4887185 SOMERSET NJ 8873 SFD 7.125 6.858 $2,672.20
4887202 ACWORTH GA 30101 SFD 7.125 6.858 $2,762.79
4887237 LOUISVILLE KY 40223 SFD 7.125 6.858 $4,194.00
4888279 CAPE ELIZABETH ME 4107 SFD 7.125 6.858 $2,581.62
4888366 OKEMOS MI 48864 SFD 7.125 6.858 $2,264.58
4888379 LA CRESCENTA CA 91214 SFD 7.125 6.858 $2,318.93
4888387 MONROVIA CA 91016 SFD 7.375 7.108 $2,418.48
4892861 GROVE OK 74344 SFD 6.875 6.608 $3,567.42
4899523 AKRON OH 44333 SFD 6.750 6.483 $3,522.31
4899547 WELLESLEY MA 2181 SFD 7.000 6.733 $2,786.37
4899573 IPSWICH MA 1938 SFD 6.625 6.358 $2,388.15
4899575 MILTON FL 32583 SFD 7.000 6.733 $4,598.14
4899580 NEWTON MA 2159 SFD 6.625 6.358 $2,194.99
4900127 WESTON MA 2193 SFD 6.625 6.358 $4,389.97
4900149 WAYLAND MA 1778 SFD 6.625 6.358 $2,546.19
4900160 FINDLAY OH 45840 SFD 6.875 6.608 $4,994.39
4900543 COLORADO SPRINGS CO 80906 PUD 7.000 6.733 $4,494.15
4900557 QUINCY MA 2169 SFD 6.625 6.358 $2,633.99
4900567 LEXINGTON MA 2173 SFD 6.625 6.358 $2,584.82
4900596 PARK CITY UT 84060 SFD 6.875 6.608 $5,128.17
4900612 VISTA CA 92084 SFD 7.125 6.858 $2,626.92
4900639 WAYLAND MA 1778 SFD 7.000 6.733 $2,681.21
4900687 MORGAN HILL CA 95037 SFD 7.125 6.858 $2,436.69
4900714 MARTINEZ GA 30907 SFD 7.250 6.983 $2,100.50
4900743 GERMANTOWN TN 38139 SFD 6.875 6.608 $2,336.66
4900760 OKLAHOMA CITY OK 73013 PUD 7.000 6.733 $4,359.32
4900820 BERKELEY CA 94708 SFD 6.625 6.358 $2,633.99
4900834 AMBLER PA 19002 SFD 7.250 6.983 $4,673.86
4900849 BIRMINGHAM AL 35244 SFD 6.625 6.358 $2,800.80
4900975 PORTLAND OR 97229 PUD 6.750 6.483 $2,588.36
4901008 SPOKANE WA 99212 SFD 6.750 6.483 $2,385.72
4901024 OWENS CROSS ROADS AL 35763 PUD 6.500 6.233 $2,230.03
4901036 SEARCY AR 72143 SFD 6.625 6.358 $2,528.63
4901053 LAWTON MI 49065 SFD 7.250 6.983 $3,468.88
4901072 OKLAHOMA CITY OK 73116 SFD 6.500 6.233 $2,613.32
4901079 LITTLE ROCK AR 72212 PUD 6.500 6.233 $3,732.70
4901089 MARION STATION MD 21838 SFD 7.500 7.233 $4,820.47
4903714 PIKE ROAD AL 36064 SFD 6.750 6.483 $2,977.72
4905160 GERMANTOWN TN 38139 SFD 7.375 7.108 $4,285.92
4905418 LA MESA CA 91941 SFD 7.125 6.858 $2,953.01
4907012 DUBLIN CA 94568 SFD 7.250 6.983 $2,282.16
4907039 BROOKLINE MA 2446 SFD 7.125 6.858 $3,949.43
4907098 LOS ALTOS CA 94022 SFD 7.125 6.858 $3,360.63
4907413 MERRICK NY 11566 SFD 7.375 7.108 $413.97
4907577 RENO NV 89511 SFD 7.000 6.733 $2,184.16
4910096 TORRANCE CA 90277 SFD 7.375 7.108 $4,231.65
4910148 DOLORES CO 81323 SFD 7.250 6.983 $2,391.70
4913381 SAN JOSE CA 95138 SFD 6.875 6.608 $4,281.79
4913386 LEESBURG IN 46538 SFD 7.250 6.983 $3,943.57
4913390 OAKLAND CA 94602 SFD 7.250 6.983 $2,875.52
4913393 SANTA CRUZ CA 95060 SFD 6.875 6.608 $4,013.34
4913436 SAN JOSE CA 95138 SFD 6.875 6.608 $2,918.15
4913454 YORBA LINDA CA 92886 SFD 7.000 6.733 $2,768.39
4913462 FLOWER MOUND TX 75028 SFD 7.000 6.733 $2,318.98
4913476 LEAWOOD KS 66209 SFD 7.000 6.733 $3,128.82
4913492 CALABASAS CA 91302 SFD 7.000 6.733 $2,570.65
4913503 GOLD RIVER CA 95630 SFD 6.875 6.608 $2,568.54
4914105 PETALUMA CA 94952 SFD 6.875 6.608 $3,210.68
4914882 TORRANCE CA 90505 SFD 7.000 6.733 $2,344.14
4914898 AURORA CO 80016 SFD 7.000 6.733 $3,275.33
4914909 LOS ANGELES CA 90077 SFD 6.875 6.608 $4,164.96
4914929 MARTINEZ CA 94553 SFD 6.875 6.608 $2,657.73
4914943 NAPERVILLE IL 60540 SFD 7.125 6.858 $3,170.41
4914999 WEST HARTFORD CT 6117 SFD 7.000 6.733 $3,986.31
4915833 KILDEER IL 60047 SFD 7.000 6.733 $4,197.53
<TABLE>
<CAPTION>
(i) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xIv) (xv) (xvI)
- --------------------------------------------------------------------------------------------------------------------
CUT-OFF
MORTGAGE ORIGINAL SCHEDULED DATE MORTGAGE T.O.P. MASTER FIXED
LOAN TERM TO MATURITY PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER MATURITY DATE BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4819216 180 1-Jun-13 $235,046.84 77.31 0.25 0.017 0.483
4820540 180 1-Oct-13 $308,626.13 70.27 0.25 0.017 0.483
4824493 180 1-Oct-13 $298,101.50 72.82 0.25 0.017 0.483
4832591 120 1-Nov-08 $298,266.74 76.43 0.25 0.017 0.483
4840157 180 1-Sep-13 $450,760.78 55.15 0.25 0.017 0.733
4842454 180 1-Jun-13 $407,112.91 72.17 0.25 0.017 0.608
4842577 180 1-Jun-13 $358,136.61 75.26 0.25 0.017 0.733
4842750 180 1-May-13 $310,928.11 74.82 0.25 0.017 0.608
4842898 180 1-Jul-13 $410,780.73 54.91 0.25 0.017 0.733
4842927 169 1-Jul-12 $244,833.29 79.17 0.25 0.017 0.733
4843583 180 1-Sep-13 $293,242.19 78.93 0.25 0.017 0.733
4844979 120 1-Jul-08 $235,059.92 59.07 0.25 0.017 1.108
4845013 180 1-May-13 $387,280.47 32.99 0.25 0.017 0.858
4845182 180 1-Jul-13 $261,888.73 76.00 0.25 0.017 0.858
4845214 120 1-Jul-08 $437,109.30 75.00 0.25 0.017 0.858
4845282 180 1-Jul-13 $260,441.67 60.64 0.25 0.017 0.983
4845315 180 1-Jul-13 $260,252.77 75.72 0.25 0.017 1.108
4845339 180 1-Aug-13 $245,091.14 67.07 0.25 0.017 0.858
4845382 180 1-Jul-13 $344,590.46 52.63 0.25 0.017 0.858
4845404 180 1-May-13 $606,501.37 67.39 0.25 0.017 0.858
4845720 180 1-Jul-13 $551,251.44 48.70 0.25 0.017 0.733
4845736 180 1-Jun-13 $256,369.44 56.84 0.25 0.017 0.733
4845747 180 1-Jul-13 $259,875.67 70.21 0.25 0.017 0.733
4845803 180 1-Aug-13 $341,293.73 90.00 17 0.25 0.017 0.733
4845902 180 1-Jul-13 $258,399.09 75.00 0.25 0.017 0.733
4845998 180 1-Nov-13 $373,829.69 65.22 0.25 0.017 0.608
4846091 180 1-Jul-13 $279,738.80 57.00 0.25 0.017 0.733
4847883 180 1-Aug-13 $371,314.98 68.99 0.25 0.017 0.733
4849530 180 1-Aug-13 $272,597.84 60.93 0.25 0.017 0.858
4849573 180 1-Jul-13 $469,506.74 67.61 0.25 0.017 0.858
4849586 180 1-Aug-13 $296,261.93 36.36 0.25 0.017 0.733
4849605 180 1-Jun-13 $235,487.08 51.61 0.25 0.017 0.733
4850259 180 1-Oct-13 $294,820.49 59.40 0.25 0.017 0.483
4851132 180 1-Aug-13 $290,030.25 75.29 0.25 0.017 0.858
4851877 180 1-Nov-13 $258,173.95 87.80 11 0.25 0.017 0.358
4852457 180 1-Aug-13 $250,718.49 74.93 0.25 0.017 0.733
4852489 180 1-Sep-13 $344,629.48 80.00 0.25 0.017 0.733
4852519 180 1-Aug-13 $244,909.86 79.87 0.25 0.017 0.733
4855303 180 1-Aug-13 $397,044.69 75.65 0.25 0.017 0.858
4857376 180 1-Apr-13 $68,307.66 50.00 0.25 0.017 1.233
4858246 180 1-Jul-13 $279,555.37 41.30 0.25 0.017 0.483
4858267 180 1-Jul-13 $295,212.07 65.79 0.25 0.017 0.483
4858344 180 1-Aug-13 $296,098.32 77.52 0.25 0.017 0.233
4858683 180 1-Jul-13 $124,010.39 74.12 0.25 0.017 0.608
4858713 180 1-Aug-13 $469,081.39 65.52 0.25 0.017 0.733
4858768 180 1-Jul-13 $412,932.25 69.25 0.25 0.017 0.000
4858827 180 1-Aug-13 $429,579.83 75.00 0.25 0.017 0.733
4858912 180 1-Jul-13 $265,644.71 67.50 0.25 0.017 0.358
4859235 180 1-Jul-13 $299,777.96 80.00 0.25 0.017 0.108
4859238 180 1-Aug-13 $305,925.08 75.61 0.25 0.017 0.108
4859272 180 1-Aug-13 $322,350.98 61.89 0.25 0.017 0.608
4859301 180 1-Aug-13 $384,953.91 75.00 0.25 0.017 0.483
4859307 180 1-Jul-13 $227,071.68 83.75 17 0.25 0.017 0.608
4859311 180 1-Jul-13 $322,607.82 78.85 0.25 0.017 0.483
4859323 180 1-Aug-13 $237,734.45 80.00 0.25 0.017 0.483
4859407 180 1-Jul-13 $534,881.20 66.06 0.25 0.017 0.858
4859425 180 1-Aug-13 $283,306.98 87.50 06 0.25 0.017 0.358
4859562 180 1-Jul-13 $245,324.11 80.00 0.25 0.017 0.608
4859822 180 1-Aug-13 $641,546.37 54.17 0.25 0.017 0.233
4865441 180 1-Nov-13 $475,977.08 77.02 0.25 0.017 0.358
4867039 180 1-Oct-13 $246,319.13 55.73 0.25 0.017 0.483
4872109 180 1-Nov-13 $320,984.10 74.02 0.25 0.017 0.483
4877595 180 1-Nov-13 $372,209.09 74.68 0.25 0.017 0.358
4885294 180 1-Oct-13 $322,987.42 52.50 0.25 0.017 0.733
4885731 180 1-Aug-13 $274,646.52 77.22 0.25 0.017 1.108
4885768 180 1-Jun-13 $313,982.73 80.00 0.25 0.017 0.733
4885793 180 1-Sep-13 $285,316.70 80.00 0.25 0.017 0.733
4885824 180 1-Sep-13 $333,671.09 74.07 0.25 0.017 0.733
4885852 180 1-Sep-13 $549,829.09 64.07 0.25 0.017 0.733
4885867 180 1-Sep-13 $269,520.16 77.71 0.25 0.017 0.983
4885896 180 1-Aug-13 $507,945.90 80.00 0.25 0.017 0.608
4885912 180 1-Aug-13 $254,600.31 67.36 0.25 0.017 0.608
4886565 180 1-Sep-13 $262,531.00 59.77 0.25 0.017 0.733
4887135 180 1-Nov-13 $304,027.24 75.31 0.25 0.017 0.358
4887170 180 1-Oct-13 $316,742.33 59.02 0.25 0.017 0.733
4887180 180 1-Sep-13 $195,983.54 37.50 0.25 0.017 0.608
4887185 180 1-Oct-13 $293,153.26 62.11 0.25 0.017 0.608
4887202 180 1-Sep-13 $302,127.45 77.22 0.25 0.017 0.608
4887237 180 1-Sep-13 $458,639.39 59.74 0.25 0.017 0.608
4888279 180 1-Nov-13 $284,110.57 70.37 0.25 0.017 0.608
4888366 180 1-Oct-13 $248,434.96 66.67 0.25 0.017 0.608
4888379 180 1-Oct-13 $254,397.40 80.00 0.25 0.017 0.608
4888387 180 1-Sep-13 $260,476.95 60.44 0.25 0.017 0.858
4892861 180 1-Nov-13 $398,724.25 80.00 0.25 0.017 0.358
4899523 180 1-Aug-13 $392,864.20 51.69 0.25 0.017 0.233
4899547 180 1-Sep-13 $307,029.63 61.39 0.25 0.017 0.483
4899573 180 1-Jul-13 $267,518.37 68.00 0.25 0.017 0.108
4899575 170 1-Sep-12 $486,346.42 71.22 0.25 0.017 0.483
4899580 180 1-Aug-13 $246,647.94 40.45 0.25 0.017 0.108
4900127 180 1-Jul-13 $491,761.77 28.90 0.25 0.017 0.108
4900149 180 1-Aug-13 $286,187.98 74.36 0.25 0.017 0.108
4900160 180 1-Jul-13 $550,966.80 69.14 0.25 0.017 0.358
4900543 180 1-Aug-13 $493,634.64 67.11 0.25 0.017 0.483
4900557 180 1-Jul-13 $295,056.98 66.67 0.25 0.017 0.108
4900567 180 1-Jul-13 $285,471.46 80.00 0.25 0.017 0.108
4900596 180 1-Aug-13 $567,601.12 50.00 0.25 0.017 0.358
4900612 180 1-Sep-13 $285,250.86 69.05 0.25 0.017 0.608
4900639 180 1-Sep-13 $293,367.54 27.57 0.25 0.017 0.483
4900687 180 1-Sep-13 $266,466.51 68.10 0.25 0.017 0.608
4900714 180 1-Sep-13 $227,956.17 76.70 0.25 0.017 0.733
4900743 180 1-Aug-13 $258,628.69 64.69 0.25 0.017 0.358
4900760 180 1-Aug-13 $478,825.62 76.98 0.25 0.017 0.483
4900820 180 1-Aug-13 $296,056.53 50.00 0.25 0.017 0.108
4900834 180 1-Sep-13 $487,017.71 80.00 0.25 0.017 0.733
4900849 180 1-Aug-13 $314,806.82 61.46 0.25 0.017 0.108
4900975 180 1-Aug-13 $288,695.86 75.00 0.25 0.017 0.233
4901008 180 1-Sep-13 $266,977.64 80.00 0.25 0.017 0.233
4901024 180 1-Jun-13 $250,870.81 80.00 0.25 0.017 0.000
4901036 180 1-Sep-13 $285,168.54 90.00 0.25 0.017 0.108
4901053 180 1-Aug-13 $375,265.12 72.38 0.25 0.017 0.733
4901072 180 1-Jul-13 $294,440.09 58.82 0.25 0.017 0.000
4901079 180 1-Jul-13 $421,364.84 71.42 0.25 0.017 0.000
4901089 180 1-Aug-13 $513,658.98 74.82 0.25 0.017 0.983
4903714 180 1-Sep-13 $333,226.93 71.90 0.25 0.017 0.233
4905160 180 1-Oct-13 $463,046.10 60.12 0.25 0.017 0.858
4905418 180 1-Oct-13 $323,959.19 74.94 0.25 0.017 0.608
4907012 180 1-Oct-13 $248,451.85 70.22 0.25 0.017 0.733
4907039 180 1-Oct-13 $433,270.56 51.35 0.25 0.017 0.608
4907098 180 1-Oct-13 $367,531.35 42.40 0.25 0.017 0.608
4907413 180 1-Jun-13 $44,162.79 29.03 0.25 0.017 0.858
4907577 180 1-Oct-13 $241,411.92 73.64 0.25 0.017 0.483
4910096 180 1-Oct-13 $456,409.16 77.97 0.25 0.017 0.858
4910148 180 1-Oct-13 $260,377.55 65.50 0.25 0.017 0.733
4913381 180 1-Oct-13 $477,028.79 80.00 0.25 0.017 0.358
4913386 180 1-Oct-13 $429,324.80 70.82 0.25 0.017 0.733
4913390 180 1-Sep-13 $312,065.16 70.00 0.25 0.017 0.733
4913393 180 1-Aug-13 $444,209.62 34.64 0.25 0.017 0.358
4913436 180 1-Oct-13 $325,106.88 80.00 0.25 0.017 0.358
4913454 180 1-Oct-13 $306,019.09 80.00 0.25 0.017 0.483
4913462 180 1-Sep-13 $255,543.79 79.90 0.25 0.017 0.483
4913476 180 1-Sep-13 $344,786.03 67.59 0.25 0.017 0.483
4913492 180 1-Oct-13 $283,328.90 65.00 0.25 0.017 0.483
4913503 180 1-Nov-13 $287,081.46 80.00 0.25 0.017 0.358
4914105 180 1-Nov-13 $358,851.82 66.67 0.25 0.017 0.358
4914882 180 1-Nov-13 $259,977.19 79.03 0.25 0.017 0.483
4914898 180 1-Nov-13 $363,250.34 61.45 0.25 0.017 0.483
4914909 180 1-Nov-13 $465,510.56 33.36 0.25 0.017 0.358
4914929 180 1-Nov-13 $297,049.56 68.51 0.25 0.017 0.358
4914943 180 1-Aug-13 $345,591.80 70.56 0.25 0.017 0.608
4914999 180 1-Oct-13 $440,693.38 63.36 0.25 0.017 0.483
4915833 180 1-Oct-13 $464,044.68 62.27 0.25 0.017 0.483
$47,160,762.38
</TABLE>
COUNT: 141
WAC: 7.071402088
WAM: 175.0339816
WALTV: 67.08269062
NASCOR
NMI / 1998-31 Exhibit F-3 (Part B)
10 & 15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
(i) (xvii) (xviii)
- -----------------------------------------------------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -----------------------------------------------------------------------
4824493 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4865441 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4872109 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4877595 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4887135 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4892861 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4888279 BANKNORTH MORTGAGE COMPANY BANKNORTH MORTGAGE COMPANY
4844979 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845013 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845182 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845214 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845282 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845315 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845339 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845382 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845404 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845720 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845736 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845747 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845803 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4845902 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4846091 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4847883 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849530 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849573 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849586 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849605 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4851132 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4852457 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4852489 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4852519 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4855303 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4885294 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4885731 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4885768 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4885793 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4885824 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4885852 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4885867 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4885896 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4885912 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4886565 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4887170 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4887180 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4887185 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4887202 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4887237 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4888366 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4888379 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4888387 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4905160 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4905418 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4907012 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4907039 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4907098 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910096 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910148 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4913381 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4913386 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4913390 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4913393 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4913436 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4913454 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4913462 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4913476 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4913492 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4913503 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4914105 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4914882 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4914898 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4914909 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4914929 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4914943 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4914999 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4915833 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4819216 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4843583 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4850259 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4851877 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4867039 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4842454 HOMESIDE LENDING HOMESIDE LENDING
4842577 HOMESIDE LENDING HOMESIDE LENDING
4842750 HOMESIDE LENDING HOMESIDE LENDING
4842898 HOMESIDE LENDING HOMESIDE LENDING
4842927 HOMESIDE LENDING HOMESIDE LENDING
4857376 HOMESIDE LENDING HOMESIDE LENDING
4899523 HOMESIDE LENDING HOMESIDE LENDING
4899547 HOMESIDE LENDING HOMESIDE LENDING
4899573 HOMESIDE LENDING HOMESIDE LENDING
4899575 HOMESIDE LENDING HOMESIDE LENDING
4899580 HOMESIDE LENDING HOMESIDE LENDING
4900127 HOMESIDE LENDING HOMESIDE LENDING
4900149 HOMESIDE LENDING HOMESIDE LENDING
4900160 HOMESIDE LENDING HOMESIDE LENDING
4900543 HOMESIDE LENDING HOMESIDE LENDING
4900557 HOMESIDE LENDING HOMESIDE LENDING
4900567 HOMESIDE LENDING HOMESIDE LENDING
4900596 HOMESIDE LENDING HOMESIDE LENDING
4900612 HOMESIDE LENDING HOMESIDE LENDING
4900639 HOMESIDE LENDING HOMESIDE LENDING
4900687 HOMESIDE LENDING HOMESIDE LENDING
4900714 HOMESIDE LENDING HOMESIDE LENDING
4900743 HOMESIDE LENDING HOMESIDE LENDING
4900760 HOMESIDE LENDING HOMESIDE LENDING
4900820 HOMESIDE LENDING HOMESIDE LENDING
4900834 HOMESIDE LENDING HOMESIDE LENDING
4900849 HOMESIDE LENDING HOMESIDE LENDING
4900975 HOMESIDE LENDING HOMESIDE LENDING
4901008 HOMESIDE LENDING HOMESIDE LENDING
4901024 HOMESIDE LENDING HOMESIDE LENDING
4901036 HOMESIDE LENDING HOMESIDE LENDING
4901053 HOMESIDE LENDING HOMESIDE LENDING
4901072 HOMESIDE LENDING HOMESIDE LENDING
4901079 HOMESIDE LENDING HOMESIDE LENDING
4901089 HOMESIDE LENDING HOMESIDE LENDING
4903714 HOMESIDE LENDING HOMESIDE LENDING
4820540 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4832591 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4840157 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4858246 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858267 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858344 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858683 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858713 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858768 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858827 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4858912 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859235 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859238 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859272 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859301 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859307 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859311 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859323 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859407 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859425 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859562 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4859822 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4907413 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907577 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
COUNT: 140
WAC: 7.071402088
WAM: 175.0339816
WALTV: 67.08269062
<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 1998-31
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 1998-31, 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 December 23, 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 1998-31, Class A-R Certificate (the "Class A-R
Certificate") for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from taxation under the Code unless such organization is subject
to the tax on unrelated business income imposed by Code Section 511. For these
purposes, an "ERISA Prohibited Holder" means an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on
behalf of or investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class A-R Certificate as they
become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class A-R Certificate in excess of cash flows generated by the
Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate to any
person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other than a
U.S. Person (a "Non-U.S. Person") that holds the Class A-R Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Trustee with an effective Internal Revenue
Service Form 4224 or successor form at the time and in the manner required by
the Code or (iii) is a Non-U.S. Person that has delivered to both the transferor
and the Trustee an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class A-R Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class A-R Certificate will not be disregarded for federal
income tax purposes. "U.S. Person" means a citizen or resident of the United
States, a corporation, partnership (except to the extent provided in applicable
Treasury regulations) or other entity created or organized in or under the laws
of the United States or any political subdivision thereof, an estate that is
subject to U.S. federal income tax regardless of the source of its income or a
trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S.
Persons have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury regulations, certain trusts
in existence on August 20, 1996 which are eligible to elect to be treated as
U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class A-R Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters person" of the REMIC pursuant to Section 3.01
of the Pooling and Servicing Agreement, and if such designation is not permitted
by the Code and applicable law, to act as tax matters person if requested to do
so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ___ day of _______, 19 __.
[Name of Purchaser]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this __ day of ___________, 19__.
_____________________________
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1998-31, Class A-R
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has
no actual knowledge that such affidavit is not true and has no reason to know
that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
______________________
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-31
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 1998-31, 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 December 23, 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
1998-31.
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
Seller or the Master Servicer to any obligation in addition to those
undertaken in the Pooling and Servicing Agreement (including any
liability for civil penalties or excise taxes imposed pursuant to
ERISA, Section 4975 of the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to
the jurisdiction of the Office of the Comptroller of the Currency
("OCC"), the Board of Governors of the Federal Reserve System ("FRB"),
the Federal Deposit Insurance Corporation ("FDIC"), the Office of
Thrift Supervision ("OTS") or the National Credit Union Administration
("NCUA"), the Purchaser has reviewed the "Supervisory Policy Statement
on Securities Activities" dated January 28, 1992 of the Federal
Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA
(with modifications as applicable), as appropriate, other applicable
investment authority, rules, supervisory policies and guidelines of
these agencies and, to the extent appropriate, state banking
authorities and has concluded that its purchase of the Class
[A-PO][B-4][B-5][B-6] Certificates is in compliance therewith.
Section 3. Transfer of Class [A-PO][B-4][B-5][B-6] Certificates.
(a) The Purchaser understands that the Class
[A-PO][B-4][B-5][B-6] Certificates have not been registered under the
Securities Act of 1933 (the "Act") or any state securities laws and
that no transfer may be made unless the Class [A-PO][B-4][B-5][B-6]
Certificates are registered under the Act and applicable state law or
unless an exemption from registration is available. The Purchaser
further understands that neither the Seller, the Master Servicer nor
the Trustee is under any obligation to register the Class
[A-PO][B-4][B-5][B-6] Certificates or make an exemption available. In
the event that such a transfer is to be made in reliance upon an
exemption from the Act or applicable state securities laws, (i) the
Trustee shall require, in order to assure compliance with such laws,
that the Certificateholder's prospective transferee certify to the
Trustee as to the factual basis for the registration or qualification
exemption relied upon, and (ii) unless the transferee is a "Qualified
Institutional Buyer" within the meaning of Rule 144A of the Act, the
Trustee or the Seller may, if such transfer is made within three years
from the later of (a) the Closing Date or (b) the last date on which
the Seller or any affiliate thereof was a holder of the Certificates
proposed to be transferred, require an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of
the Trustee, the Master Servicer or the Seller. Any such
Certificateholder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Master Servicer, any Paying
Agent 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 1998-31
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 1998-31, 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 December 23, 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
1998-31.
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] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trustee of the Trust Estate and (b)
such other opinions of counsel, officers' certificates and agreements
as the Seller or the Master Servicer may have required. A Benefit Plan
Opinion is an opinion of counsel to the effect that the proposed
transfer will not cause the assets of the Trust Estate to be regarded
as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trustee, the
Seller or the Master Servicer to any obligation in addition to those
undertaken in the Pooling and Servicing Agreement (including any
liability for civil penalties or excise taxes imposed pursuant to
ERISA, Section 4975 of the Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
HomeSide Lending Servicing Agreement
National City Mortgage Company Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
Hibernia National Bank Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
Plymouth Savings Bank Servicing Agreement
North American Mortgage Corporation Servicing Agreement
BankNorth Mortgage Company Servicing Agreement
FT Mortgage Companies 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
1998-31, Class ____ (the "Class B Certificates"). The Class B Certificates were
issued pursuant to a Pooling and Servicing Agreement dated as of December 23,
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 1998-31. 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,
_____________________________
_____________________________
_____________________________
_____________________________
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: ___________________________
