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 1998-34, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-R, Class
A-LR, Class B-1, Class B-2 and Class B-3 (the "Offered Certificates"), having an
aggregate original principal balance of $396,748,200.00 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"), United States Trust
Company of New York, as trustee, and First Union National Bank, as trust
administrator (the "Agreement"), a copy of which is filed as an exhibit hereto.
Mortgage Pass-Through Certificates, Series 1998-34, Class A-PO Certificates,
having an aggregate initial principal balance of $458,325.88, and Class B-4,
Class B-5 and Class B-6 Certificates, having an aggregate initial principal
balance of $2,800,461.67 (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 99.19% undivided interest in a trust fund (the "Trust
Estate"), consisting principally of a pool of fixed interest rate, conventional,
monthly pay, fully-amortizing, one-to four-family residential first mortgage
loans, other than the Fixed Retained Yield (as defined in the Agreement), which
may include loans secured by shares issued by cooperative housing corporations.
The remaining undivided interests in the Trust Estate are evidenced by the Class
A-PO and Private Class B Certificates. Distributions on the Private Class B
Certificates are subordinated to distributions on the Offered Certificates and
the Class A-PO Certificates.
Interest on the Offered Certificates will be distributed on each
Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust Estate as two REMICs for
federal income tax purposes (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-10, Class A-PO, Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates will be treated as "regular interests"
in the Upper-Tier REMIC and the Class A-R and Class A-LR Certificates will be
treated as the "residual interests" in the Upper-Tier REMIC and Lower-Tier
REMIC, respectively.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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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, United States Trust Company
of New York, as trustee, and First Union
National Bank, as trust administrator.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
December 23, 1998
/s/ Alan S. McKenney
--------------------
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,
United States Trust Company of New
York, as trustee and First Union
National Bank, as trust
administrator.
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of December 23, 1998
$400,006,987.55
Mortgage Pass-Through Certificates
Series 1998-34
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions....................................................
Section 1.02. Acts of Holders...............................................
Section 1.03. Effect of Headings and Table of Contents......................
Section 1.04. Benefits of Agreement..........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans....................................
Section 2.02. Acceptance by Trust Administrator...............................
Section 2.03. Representations and Warranties of the Master Servicer and
the Seller.....................................................
Section 2.04. Execution and Delivery of Certificates..........................
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date..................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Certificate Account...............................................
Section 3.02. Permitted Withdrawals from the Certificate Account................
Section 3.03. Advances by Master Servicer and Trust Administrator...............
Section 3.04. Trust Administrator to Cooperate;
Release of Owner Mortgage Loan Files.............................
Section 3.05. Reports to the Trustee and Trust Administrator;
Annual Compliance Statements.....................................
Section 3.06. Title, Management and Disposition of Any REO Mortgage
Loan.............................................................
Section 3.07. Amendments to Servicing Agreements,
Modification of Standard Provisions..............................
Section 3.08. Oversight of Servicing............................................
Section 3.09. Termination and Substitution of Servicing Agreements..............
Section 3.10. Application of Net Liquidation Proceeds...........................
Section 3.11. Act Reports.......................................................
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions..................................................
Section 4.02. Allocation of Realized Losses..................................
Section 4.03. Paying Agent...................................................
Section 4.04. Statements to Certificateholders;
Report to the Trust Administrator and the Seller..............
Section 4.05. Reports to Mortgagors and the Internal Revenue Service.........
Section 4.06. Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer................................
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates...............................................
Section 5.02. Registration of Certificates...................................
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates..............
Section 5.04. Persons Deemed Owners..........................................
Section 5.05. Access to List of Certificateholders' Names and Addresses......
Section 5.06. Maintenance of Office or Agency................................
Section 5.07. Definitive Certificates........................................
Section 5.08. Notices to Clearing Agency.....................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer................
Section 6.02. Merger or Consolidation of the Seller or the Master
Servicer......................................................
Section 6.03. Limitation on Liability of the Seller,
the Master Servicer and Others................................
Section 6.04. Resignation of the Master Servicer.............................
Section 6.05. Compensation to the Master Servicer............................
Section 6.06. Assignment or Delegation of Duties by Master Servicer..........
Section 6.07. Indemnification of Trustee, Trust Administrator
and Seller by Master Servicer.................................
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default..............................................
Section 7.02. Other Remedies of Trustee......................................
Section 7.03. Directions by Certificateholders and
Duties of Trustee During Event of Default.....................
Section 7.04. Action upon Certain Failures of the
Master Servicer and upon Event of Default.....................
Section 7.05. Trust Administrator to Act; Appointment of Successor...........
Section 7.06. Notification to Certificateholders.............................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01. Duties of Trustee and the Trust Administrator..................
Section 8.02. Certain Matters Affecting the Trustee..........................
Section 8.03. Neither Trustee nor Trust Administrator Required
to Make Investigation.........................................
Section 8.04. Neither Trustee nor Trust Administrator Liable
for Certificates or Mortgage Loans............................
Section 8.05. Trustee and Trust Administrator May Own Certificates...........
Section 8.06. The Master Servicer to Pay Fees and Expenses...................
Section 8.07. Eligibility Requirements.......................................
Section 8.08. Resignation and Removal........................................
Section 8.09. Successor......................................................
Section 8.10. Merger or Consolidation........................................
Section 8.11. Authenticating Agent...........................................
Section 8.12. Separate Trustees and Co-Trustees..............................
Section 8.13. Appointment of Custodians......................................
Section 8.14. Tax Matters; Compliance with REMIC Provisions..................
Section 8.15. Monthly Advances...............................................
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans...................
Section 9.02. Additional Termination Requirements............................
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.....................................................
Section 10.02. Recordation of Agreement......................................
Section 10.03. Limitation on Rights of Certificateholders....................
Section 10.04. Governing Law; Jurisdiction...................................
Section 10.05. Notices.......................................................
Section 10.06. Severability of Provisions....................................
Section 10.07. Special Notices to Rating Agencies............................
Section 10.08. Covenant of Seller............................................
Section 10.09. Recharacterization............................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate...............................
Section 11.02. Cut-Off Date..................................................
Section 11.03. Cut-Off Date Aggregate Principal Balance......................
Section 11.04. Original Class A Percentage...................................
Section 11.05. Original Principal Balances of the Classes of Class A
Certificates..................................................
Section 11.05(a).............................................................
Section 11.06. Original Class A Non-PO Principal Balance.....................
Section 11.07. Original Subordinated Percentage..............................
Section 11.08. Original Class B-1 Percentage.................................
Section 11.09. Original Class B-2 Percentage.................................
Section 11.10. Original Class B-3 Percentage.................................
Section 11.11. Original Class B-4 Percentage.................................
Section 11.12. Original Class B-5 Percentage.................................
Section 11.13. Original Class B-6 Percentage.................................
Section 11.14. Original Class B Principal Balance............................
Section 11.15. Original Principal Balances of the Classes of Class B
Certificates..................................................
Section 11.16. Original Class B-1 Fractional Interest........................
Section 11.17. Original Class B-2 Fractional Interest........................
Section 11.18. Original Class B-3 Fractional Interest........................
Section 11.19. Original Class B-4 Fractional Interest........................
Section 11.20. Original Class B-5 Fractional Interest........................
Section 11.21. Closing Date..................................................
Section 11.22. Right to Purchase.............................................
Section 11.23. Wire Transfer Eligibility.....................................
Section 11.24. Single Certificate............................................
Section 11.25. Servicing Fee Rate............................................
Section 11.26. Master Servicing Fee Rate.....................................
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1998-34 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest Mortgage
in locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest Mortgage
from Frederick, Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA
Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
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, UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee and FIRST UNION NATIONAL BANK, as Trust Administrator.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller,
the Master Servicer, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Directed Certificates: The Class A-6 Certificates, Class A-7
Certificates and Class A-8 Certificates.
Accretion Termination Date: For the (A) Class A-7 Certificates will be the
earlier to occur of (i) the Distribution Date following the Distribution Date on
which the Principal Balance of the Class A-6 Certificates has been reduced to
zero or (ii) the Cross-Over Date; (B) Class A-8 Certificates will be the earlier
to occur of (i) the Distribution Date following the Distribution Date on which
the Principal Balances of the Class A-6 and Class A-7 Certificates have been
reduced to zero or (ii) the Cross-Over Date; and (C) Class A-9 Certificates will
be the earlier to occur of (i) the Distribution Date following the Distribution
Date on which Principal Balances of the Class A-6, Class A-7 and Class A-8
Certificates have been reduced to zero or (ii) the Cross-Over Date.
Accrual Certificates: The Class A-7, Class A-8 and Class A-9 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior to the
applicable Accretion Termination Date and any Class of Accrual Certificates, an
amount equal to the sum of (i) the Class A Interest Percentage of such Class of
Accrual Certificates of the Current Class A Interest Distribution Amount and
(ii) the Class A Interest Shortfall Percentage of such Class of Accrual
Certificates of the amount distributed in respect of the Classes of Class A
Certificates
<PAGE>
pursuant to Paragraph second of Section 4.01(a)(i) on such Distribution Date. As
to any Distribution Date on or after the applicable Accretion Termination Date,
zero.
Adjusted Pool Amount: With respect to any Distribution Date, the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (Non-PO Portion): With respect to any Distribution
Date, the difference between the Adjusted Pool Amount for such Distribution Date
and the Adjusted Pool Amount (PO Portion) for such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date,
the sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and any Class of
Class B Certificates, the greater of (A) zero and (B) (i) the Principal Balance
of such Class with respect to such Distribution Date minus (ii) the Adjustment
Amount for such Distribution Date less the Principal Balances for any Classes of
Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between (A)
the sum of the Class A Principal Balance and Class B Principal Balance as of the
related Determination Date and (B) the sum of (i) the sum of the Class A
Principal Balance and Class B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a)(i) for such Distribution Date without regard to
the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution Date, the
aggregate amount distributable to the Classes of Class A Certificates pursuant
to Paragraphs first, second, third and fourth of Section 4.01(a)(i) on such
Distribution Date.
<PAGE>
Aggregate Class A Unpaid Interest Shortfall: As to any Distribution Date,
an amount equal to the sum of the Class A Unpaid Interest Shortfalls for all the
Classes of Class A Certificates.
Aggregate Current Bankruptcy Losses: With respect to any Distribution
Date, the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in
the month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any Distribution
Date, the sum of all Special Hazard Losses incurred on any of the Mortgage Loans
in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the Trust
Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution Date, the
sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bank United Mortgage Loan Sale Agreement: The mortgage loan sale agreement
dated as of September 17, 1998 between Bank United, as seller, and Norwest
Funding, Inc., as purchaser.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trust Administrator in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan
<PAGE>
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
$111,473.03 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 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, beneficial ownership and transfers of
which shall be evidenced by, and made through, book entries by the Clearing
Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B Certificates.
Certificate Account: The trust account established and maintained by the
Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Register and Certificate Registrar: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trust Administrator.
<PAGE>
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for variations in
the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-PO
Certificates, Class A-R Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date and any Class of
Class A Certificates (other than the Class A-5, Class A-7, Class A-8, Class A-9
and Class A-PO Certificates), the amount distributable to such Class of Class A
Certificates pursuant to Paragraphs first, second and third clause (A) of
Section 4.01(a)(i). As to the Class A-5 Certificates, the amount distributable
to such Class pursuant to Paragraphs first and second of Section 4.01(a)(i). As
to the Class A-7, Class A-8 and Class A-9 Certificates, (a) as to any
Distribution Date prior to the applicable Accretion Termination Date, the amount
distributable to the related Class of Accrual Certificates pursuant to the
provisos in Paragraphs first and second of Section 4.01(a)(i) and Paragraph
third clause (A) of Section 4.01(a)(i) and (b) as to any Distribution Date on or
after the applicable Accretion Termination Date, the amount distributable to the
related Class of Accrual Certificates pursuant to Paragraphs first, second and
third clause (A) of Section 4.01(a)(i). As to any Distribution Date and the
Class A-PO Certificates, the amount distributable to the Class A-PO Certificates
pursuant to Paragraphs third clause (B) and fourth of Section 4.01(a)(i) on such
Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any Class of
Class A Certificates (other than the Class A-PO Certificates), the percentage
calculated by dividing the Interest Accrual Amount of such Class (determined
without regard to clause (ii) of the definition thereof) by the Class A Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Interest Accrual Amount).
Class A Interest Shortfall Amount: As to any Distribution Date and any
Class of Class A Certificates, any amount by which the Interest Accrual Amount
of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i) including, in the case of a
<PAGE>
Class of Accrual Certificates prior to the applicable Accretion Termination
Date, the amount included in the Accrual Distribution Amount pursuant to clause
(i) of the definition thereof.
Class A Interest Shortfall Percentage: As to any Distribution Date and any
Class of Class A Certificates, the percentage calculated by dividing the Class A
Unpaid Interest Shortfall for such Class by the Aggregate Class A Unpaid
Interest Shortfall determined as of the Business Day preceding the applicable
Distribution Date.
Class A Loss Denominator: As to any Determination Date, an amount equal to
the sum of (i) the Principal Balances of the Class A Certificates (other than
the Accrual Certificates and the Class A-PO Certificates) and (ii) with respect
to each Class of Accrual Certificates, the lesser of the Principal Balance of
such Class of Accrual Certificates and the Original Principal Balance of such
Class of Accrual Certificates.
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 (or,
in the case of a Class of Accrual Certificates, the Original Principal Balance
of such Class, if lower) by the Class A Loss Denominator (determined without
regard to any such Principal Balance of any Class of Class A Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal
Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable
<PAGE>
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan.
Class A Non-PO Principal Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph third clause (A) of Section 4.01(a)(i).
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,
the sum of (i) the sum of the applicable Accrual Distribution Amounts, if any,
with respect to such Distribution Date and (ii) the Class A Non-PO Principal
Amount with respect to such Distribution Date.
Class A Pass-Through Rate: As to the Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-R and Class A-LR Certificates, the
Class A Fixed Pass-Through Rate. As to the Class A-1 and Class A-3 Certificates,
6.350% per annum. As to the Class A-2 Certificates, 6.300% per annum. As to the
Class A-4 Certificates, 6.400 % per annum.
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
<PAGE>
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 Trust Administrator, based upon
information provided by each Servicer as to the Mortgage Loans serviced by it
that the criteria set forth in the preceding sentence are met.
Class A Principal Balance: As of any date, an amount equal to the sum of
the Principal Balances for the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-6 Certificates, Class
A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-PO Certificates, Class A-R Certificate and Class A-LR
Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and any
Class of Class A Certificates, the amount, if any, by which the aggregate of the
Class A Interest Shortfall Amounts for such Class for prior Distribution Dates
is in excess of the amounts distributed in respect of such Class (or in the case
of a Class of Accrual Certificates prior to the applicable Accretion Termination
Date, the amount included in the Accrual Distribution Amount pursuant to clause
(ii) of the definition thereof) on prior Distribution Dates pursuant to
Paragraph second of Section 4.01(a)(i).
Class A-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 and Exhibit C hereto.
<PAGE>
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 and Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 and Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 and Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-5 and Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-5 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (A) 1/12th of the Class A Pass-Through Rate for the Class A-5
Certificates and (B) the Class A-5 Notional Amount as of such Distribution Date
minus (ii) the Class A Interest Percentage of the Class A-5 Certificates of (x)
any Non-Supported Interest Shortfall allocated to the Class A Certificates, (y)
the interest portion of any Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses allocated to the Class A Certificates with respect
to such Distribution Date pursuant to Section 4.02(e) and (z) the interest
portion of any Realized Losses (other than Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates
on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-5 Notional Amount: As to any Distribution Date, an amount equal to
the sum of (i) 2.3076923077% of the sum of the Principal Balances of the Class
A-1 and Class A-3 Certificates, (ii) 3.0769230769% of the Principal Balance of
the Class A-2 Certificates and (iii) 1.5384615385% of the Principal Balance of
the Class A-4 Certificates.
Class A-6 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-6 and Exhibit C hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
<PAGE>
Class A-7 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-7 and Exhibit C hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-8 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-9 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 and Exhibit C hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-10 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 and Exhibit C hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L1 Interest Fraction: A fraction the numerator of which is equal
to 2.3076923077% of the Principal Balance of the Class A-1 Certificates and the
denominator is equal to the Class A-5 Notional Amount.
Class A-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L2 Interest Fraction: A fraction the numerator of which is equal
to 3.0769230769% of the Principal Balance of the Class A-2 Certificates and the
denominator of which is equal to the Class A-5 Notional Amount.
Class A-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L3 Interest Fraction: A fraction the numerator of which is equal
to 2.3076923077% of the Principal Balance of the Class A-3 Certificates and the
denominator of which is equal to the Class A-5 Notional Amount.
<PAGE>
Class A-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L4 Interest Fraction: A fraction the numerator of which is equal
to 1.5384615385% of the Principal Balance of the Class A-4 Certificates and the
denominator of which is equal to the Class A-5 Notional Amount.
Class A-L6 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LPO Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-LR and Exhibit D hereto.
Class A-LR Certificateholder: The registered holder of the Class A-LR
Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-PO Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a)(i) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On
and after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
<PAGE>
Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by the Seller during such preceding month pursuant to Section
2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage
Loan substituted for a defective Mortgage Loan during the month preceding
the month in which such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
the applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trust Administrator
and authenticated by the Trust Administrator or the Authenticating Agent in
substantially the form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
Class B Interest Percentage: As to any Distribution Date and any Class of
Class B Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class B Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
<PAGE>
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, 6.50% per annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment Percentage,
Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage, Class B-4
Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6 Prepayment
Percentage.
Class B Principal Balance: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-1 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-1 Certificates on such Distribution Date pursuant to Paragraph fifth
of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such
<PAGE>
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
<PAGE>
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-2 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
<PAGE>
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Percentage for such
Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-2 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
<PAGE>
Class B-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-3 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a
<PAGE>
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Percentage for such
Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-3 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class B-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-4 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a)(i).
<PAGE>
Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Percentage for such
Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of
<PAGE>
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Prepayment
Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-4 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance and the Class B-3
Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-5 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
<PAGE>
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Percentage for such
Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-5 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such Determination
Date.
<PAGE>
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
Class B-6 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a)(i).
Class B-6 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-6 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a)(i).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the
<PAGE>
Class B-6 Optimal Principal Amount calculated as described in the preceding
provisions and (B) the Adjusted Principal Balance for the Class B-6
Certificates.
Class B-6 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with the provisions of Section 4.01(d)(i), the Class B-6 Percentage
for such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4 Principal Balance and the Class B-5
Principal Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
<PAGE>
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: The principal office of the Trust Administrator or
the Trustee, as the case may be, at which at any particular time its corporate
trust business shall be administered, which office, with respect to the Trust
Administrator, at the date of the execution of this instrument is located at 230
South Tryon Street, Charlotte, North Carolina 28288 and with respect to the
Trustee, at the date of execution of this instrument is located at 114 West 47th
Street, New York, New York 10036.
<PAGE>
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class or
Classes, as follows:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class or Classes
- ---------------------------------- -----------------------------------------
Class A-L1 Interest Class A-1 Certificates
Class A-L2 Interest Class A-2 Certificates
Class A-L3 Interest Class A-3 Certificates
Class A-L4 Interest Class A-4 Certificates
Class A-L6 Interest Class A-6 Certificates, Class A-7
Certificates, Class A-8 Certificates,
Class A-9 Certificates and Class A-10
Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
Cross-Over Date: The Distribution Date preceding the first Distribution
Date on which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution Date
that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the
Servicer on or after the Determination Date in the month
preceding the month of such Distribution Date but prior
to the first day of the month of such Distribution Date,
the amount of interest that would have accrued at the
Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its
receipt or, if
<PAGE>
earlier, its application by the Servicer through the
last day of the month preceding the month of such
Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt Period is the Prior Month Receipt Period and
such Unscheduled Principal Receipt is received by the
Servicer during the month preceding the month of such
Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the
amount of such Unscheduled Principal Receipt from the
day of its receipt or, if earlier, its application by
the Servicer through the last day of the month in which
such Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph first of Section 4.01(a)(i) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6
<PAGE>
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-5
Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trust Administrator, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of
the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
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
<PAGE>
connection with any scheduled Monthly Payment that results in a permanent
forgiveness of principal, which valuation or reduction results from a proceeding
under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate (other than the Class A-5 Certificates) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to the Class A-5 Certificates, the amount specified on the face
of such Certificate representing the portion of the Original Class A-5 Notional
Amount.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate
of less than 6.50%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as two separate
REMICs or result in the imposition of any federal tax on either of the
Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
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(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
<PAGE>
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
<PAGE>
Distribution Date exceed the then-applicable Special Hazard Loss Amount, then
the portion of such Special Hazard Loss represented by the ratio of (a) the
excess of the Aggregate Current Special Hazard Losses over the then-applicable
Special Hazard Loss Amount, divided by (b) the Aggregate Current Special Hazard
Losses, or (ii) if the Aggregate Current Special Hazard Losses with respect to
such Distribution Date are less than or equal to the then-applicable Special
Hazard Loss Amount, then zero. In addition, any Special Hazard Loss occurring
with respect to a Mortgage Loan on or after the Cross-Over Date will be an
Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced in
locations other than Frederick, Maryland under the Norwest Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced in
Frederick, Maryland under the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-3 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-PO, Class A-R, Class A-LR, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates is January
25, 2029 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) 6.50%, (b) the
applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will
be determined on a loan by loan basis and will equal the Mortgage Interest Rate
on each 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) 6.50%, (ii) the applicable Servicing Fee Rate
and (iii) the Master Servicing Fee Rate.
<PAGE>
FNMA: Fannie Mae or any successor thereto.
Foreclosure Profits: As to any Distribution Date, the excess, if any, of
(i) Net Liquidation Proceeds in respect of each Mortgage Loan that became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date over
(ii) the sum of the unpaid principal balance of each such Liquidated Loan plus
accrued and unpaid interest at the applicable Mortgage Interest Rate on the
unpaid principal balance thereof from the Due Date to which interest was last
paid by the Mortgagor (or, in the case of a Liquidated Loan that had been an REO
Mortgage Loan, from the Due Date to which interest was last deemed to have been
paid) to the first day of the month in which such Distribution Date occurs.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in the
origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off Date an
amount equal to: (X) prior to the first anniversary of the Cut-Off Date an
amount equal to $8,000,139.75 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or person performing similar
functions.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
<PAGE>
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-5 and Class A-PO Certificates), (a)
the product of (i) 1/12th of the Class A Pass-Through Rate for such Class and
(ii) the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (b) the Class A Interest Percentage of such Class
of (i) any Non-Supported Interest Shortfall allocated to the Class A
Certificates with respect to such Distribution Date, (ii) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class A Certificates with respect to such Distribution
Date pursuant to Section 4.02(e) and (iii) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). As to any Distribution Date and the
Class A-5 Certificates, the Class A-5 Interest Accrual Amount. 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 Trust Administrator pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property.
<PAGE>
Liquidation Expenses shall not include any previously incurred expenses in
respect of an REO Mortgage Loan which have been netted against related REO
Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator
of which is the principal balance of a particular Mortgage Loan at origination
and the denominator of which is the lesser of (x) the appraised value of the
related Mortgaged Property determined in the appraisal used by the originator at
the time of origination of such Mortgage Loan, and (y) if the Mortgage is
originated in connection with a sale of the Mortgaged Property, the sale price
for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust Estate,
the assets of which consist of the Mortgage Loans (other than Fixed Retained
Yield), such amounts as shall from time to time be held in the Certificate
Account (other than Fixed Retained Yield), the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
Mid-Month Receipt Period: With respect to each Distribution Date, the one
month period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC Mortgage Loan Purchase Agreement: The master mortgage loan purchase
agreement dated as of April 1, 1998 between Merrill Lynch Credit Corporation, as
seller, and Norwest Funding, Inc., as purchaser.
MLCC Servicing Agreement: The Servicing Agreement executed by Merrill
Lynch Credit Corporation, as Servicer.
<PAGE>
Month End Interest: As defined in each Servicing Agreement or with respect
to the MLCC Servicing Agreement, the amount defined as "Compensating Interest".
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage Loan)
and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage Note
and/or Mortgage riders required when the Mortgaged Property is a condominium
unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred to the
Trust Administrator on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1, 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;
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(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
Trust Administrator on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Section 2.02 or 2.03, in each
case as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may include
Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount, if any,
by which (i) Aggregate Foreclosure Profits with respect to such Distribution
Date exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the Servicing Fee Rate, as set forth in Section 11.25 with respect to
such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section
11.26 with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate,
if any, with respect to such Mortgage Loan. Any regular monthly computation of
interest at such rate shall be based upon annual interest at such rate on the
applicable amount divided by twelve.
<PAGE>
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 6.50%.
Nonrecoverable Advance: Any portion of a Periodic Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or a
Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any Distribution Date,
the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance and the Class B Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal Balance
and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in interest.
Norwest Mortgage Correspondents: The entities listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for the
servicing of the Exhibit F-1 Mortgage Loans and Exhibit F-2 Mortgage Loans
initially by Norwest Mortgage.
Officers' Certificate: With respect to any Person, a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or the Trust Administrator, as the case may be.
<PAGE>
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee, or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or fifth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the Cut-Off
Date, as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10, Class A-R and Class A-LR
Certificates, as set forth in Section 11.06.
Original Class A-5 Notional Amount: The Original Class A-5 Notional
Amount, as set forth in Section 11.05(a).
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.14.
Original Class B-1 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance, Original Class B-5 Principal Balance and the Original Class
B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-2 Fractional Interest is specified in Section 11.17.
<PAGE>
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.
<PAGE>
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.15.
Original Principal Balance: Any of the Original Principal Balances of the
Classes of Class A Certificates as set forth in Section 11.05; the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance or Original Class B-6 Principal Balance as set forth
in Section 11.15.
Original Subordinated Percentage: The Subordinated Percentage as of the
Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the
Norwest Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Mortgage Loan) which was not the subject of a Full Unscheduled Principal
Receipt prior to such Due Date and which was not repurchased by the Seller prior
to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust Administrator (or
the Custodian, if any) for each Mortgage Loan that contains the documents
specified in the Servicing Agreements or, in the case of each Mortgage Loan
serviced by Bank United or Merrill Lynch Credit Corporation, the documents
specified in the Bank United Mortgage Loan Sale Agreement and the MLCC Mortgage
Loan Purchase Agreement under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
PAC Certificates: The Class A-1, Class A-2, Class A-3 and Class A-4
Certificates.
PAC Principal Amount: As defined in Section 4.01(b).
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust Administrator,
as agent for the Master Servicer, to make distributions to Certificateholders
with respect to the Certificates and to forward to Certificateholders the
periodic and annual statements required by Section 4.04.
<PAGE>
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other than
Class A-5 Certificates), the undivided percentage interest obtained by dividing
the original principal balance of such Certificate by the Original Principal
Balance of such Class of Class A Certificates. With respect to a Class A-5
Certificate, the undivided percentage interest obtained by dividing the Original
Class A-5 Notional Amount evidenced by such Certificate by the Original Class
A-5 Notional Amount of such Class. With respect to a Class B Certificate, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the difference
between 1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any
other Mortgage Loan, zero.
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.
<PAGE>
Pool Distribution Amount: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Certificates on such Distribution Date,
which shall be the sum of (i) all previously undistributed payments or other
receipts on account of principal and interest on or in respect of the Mortgage
Loans (including, without limitation, the proceeds of any repurchase of a
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made by a Servicer pursuant to the related
Servicing Agreement or Periodic Advances made by the Master Servicer or the
Trust Administrator pursuant to Section 3.03 and (iii) all other amounts
required to be placed in the Certificate Account by the Servicer on or before
the applicable Remittance Date or by the Master Servicer or the Trust
Administrator on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trust Administrator has made
one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the 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;
<PAGE>
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes of the Class A
or Class B Certificates pursuant to Section 4.02 other than Recoveries
covered by the last sentence of Section 4.02(d).
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate
of 6.50% or greater.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Prepayment Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Prepayment Shift Percentage
January 1999 through December 2003........ 0%
January 2004 through December 2004........ 30%
January 2005 through December 2005........ 40%
January 2006 through December 2006........ 60%
January 2007 through December 2007........ 80%
January 2008 and thereafter............... 100%
Principal Accretion Amount: With respect to any Class of Accrual
Certificates and as to any Distribution Date prior to the applicable Accretion
Termination Date, an amount with respect to such Class equal to the sum of the
amounts calculated pursuant to clauses (i) and (ii) of the definition of Accrual
Distribution Amount with respect to such Distribution Date.
<PAGE>
Principal Adjustment: In the event that the Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class
B-6 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for such Class of Class B Certificates shall equal the difference between (i)
the amount that would have been distributed to such Class as principal in
accordance with Section 4.01(a) for such Distribution Date, calculated without
regard to such proviso and assuming there are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any Class
of Class A Certificates (other than the Class A-5 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-5 and Class A-PO Certificates), the Original Principal Balance of
such Class (increased in the case of a Class of Accrual Certificates by the
Principal Accretion Amounts with respect to prior Distribution Dates for such
Class of Accrual Certificates) less the sum of (a) all amounts previously
distributed in respect of such Class on prior Distribution Dates (i) pursuant to
Paragraph third clause (A) of Section 4.01(a), (ii) as a result of a Principal
Adjustment and (iii), if applicable, from the Accrual Distribution Amounts for
such prior Distribution Dates and (b) the Realized Losses allocated through such
Determination Date to such Class pursuant to Section 4.02(b). After the
Cross-Over Date, each such Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A Loss
Percentage of such Class and the excess, if any, of (i) the Class A Non-PO
Principal Balance as of such Determination Date without regard to this sentence
over (ii) the difference between (A) the Adjusted Pool Amount for the preceding
Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date.
The Class A-5 Certificates are interest-only Certificates and have no
Principal Balance.
As of any subsequent Determination Date prior to the Cross-Over Date and
as to the Class A-PO Certificates, the Original Principal Balance of such Class
less the sum of (a) all amounts previously distributed in respect of the Class
A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, such Principal Balance will also be
reduced on each Determination Date by an amount equal to the difference, if any,
between such Principal Balance as of such Determination Date without regard to
this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance, respectively.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
<PAGE>
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Priority Amount: For any Distribution Date, the lesser of (i) the
Principal Balance of the Class A-10 Certificates and (ii) the sum of (A) the
product of (1) the Priority Percentage, (2) the Shift Percentage and (3) the
Scheduled Principal Amount and (B) the product of (1) the Priority Percentage,
(2) the Prepayment Shift Percentage and (3) the Unscheduled Principal Amount.
Priority Percentage: The lesser of (i) 100% or (ii) the sum of the
Principal Balance of the Class A-10 Certificates and $25,500,000 divided by the
Pool Balance (Non-PO Portion).
Prohibited Transaction Tax: Any tax imposed under Section 860F of the
Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
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, the Trust Administrator 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, 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.
Reduction Amount: As defined in Section 4.01(b).
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or
<PAGE>
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 or the Trust
Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
S&P: Standard & Poor's, or its successor in interest.
Scheduled Certificates: The Class A-6 Certificates.
Scheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(i) and y(iv) of the definition of
Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Percentage.
Schedule I Reduction Amount: As defined in Section 4.01(b).
Schedule II Reduction Amount: As defined in Section 4.01(b).
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)
<PAGE>
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, Countrywide Home Loans, Inc., The
Huntington Mortgage Company, HomeSide Lending, GMAC Mortgage Corporation, Bank
United, National City Mortgage Company, Home Savings of America, FSB, Bank of
Oklahoma, N.A., First Union Mortgage Corp., America First Credit Union, Marine
Midland Mortgage Corporation, Merrill Lynch Credit Corporation., Hibernia
National Bank, Columbia Equities, Ltd., Bank of America, NT & SA and SunTrust
Mortgage, Inc., as Servicer under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.25.
Servicing Officer: Any officer of a Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
Shift Percentage: As to any Distribution Date, the percentage indicated
below:
Distribution Date Occurring In Shift Percentage
- ------------------------------ ----------------
January 1999 through December 2003.... 0%
January 2004 and thereafter.......... 100%
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the smallest
permissible Denomination for such Class, as set forth in Section 11.24.
<PAGE>
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part
of the Trustee, the Trust Administrator or the Servicer or any of
their agents or employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal
to $5,637,337.19 minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated solely to the Class B Certificates in accordance with Section
4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
Hazard Adjustment Amount shall be calculated and shall be equal to the amount,
if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates as evidenced
by letters to that effect delivered by Rating Agencies to the Master Servicer
and the Trust Administrator. On and after the Cross-Over Date, the Special
Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the percentage which
is the difference between 100% and the Class A Percentage for such date.
<PAGE>
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Administrator: First Union National Bank, a national banking
association with its principal office located in Charlotte, North Carolina, or
any successor trust administrator appointed as herein provided.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trust Administrator, on behalf of
the Trustee, to receive the proceeds of all insurance policies and performance
bonds, if any, required to be maintained hereunder or under the related
Servicing Agreement, property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure.
Trustee: United States Trust Company of New York, or any successor trustee
appointed as herein provided.
Uncertificated Lower-Tier Interest: Any of the Class A-L1 Interest, the
Class A-L2 Interest, the Class A-L3 Interest, the Class A-L4 Interest, the Class
A-L6 Interest, the Class A-LPO Interest, the Class A-LUR Interest, the Class
B-LI Interest, the Class B-L2 Interest, the Class B-L3 Interest, the Class B-L4
Interest, the Class B-L5 Interest and the Class B-L6 Interest.
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.
<PAGE>
Unscheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Prepayment Percentage.
Unscheduled Principal Receipt: Any Principal Prepayment or other recovery
of principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt Period or
a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other than
the Class A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the Trust
Estate, the assets of which consist of the Uncertificated Lower-Tier Interests
and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Class A-5 Certificates will
be entitled to 1% of the aggregate Voting Interest represented by all
Certificates and each remaining Class of Certificates will be entitled to a pro
rata portion of the remaining Voting Interest equal to the ratio obtained by
dividing the Principal Balance of such Class by the sum of the Class A Principal
Balance and the Class B Principal Balance. Each Certificateholder of a Class
will have a Voting Interest equal to the product of the Voting Interest to which
such Class is collectively entitled and the Percentage Interest in such Class
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class of Certificates or
specified Classes of Certificates, each Certificateholder of a Class will have a
Voting Interest in such Class equal to such Holder's Percentage Interest in such
Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution Date,
a rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month
<PAGE>
preceding the month of such Distribution Date, weighted on the basis of the
respective Scheduled Principal Balances of such Mortgage Loans.
SECTION 1.02. ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and
the Trust Administrator. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee and the Trust Administrator, if
made in the manner provided in this Section 1.02. The Trustee shall promptly
notify the Master Servicer in writing of the receipt of any such instrument or
writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee or the Trust
Administrator deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee, the Trust Administrator and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Trust Administrator, the Seller nor the Master Servicer shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
SECTION 1.03. EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
<PAGE>
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 Trust Administrator, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trust Administrator or any
prior assignment is in the process of being recorded on the Closing Date, the
Seller shall deliver a copy thereof, certified by Norwest Mortgage or the
applicable Norwest Mortgage Correspondent to be a true and complete copy of the
document sent for recording, and the Seller shall use its best efforts to cause
each such original recorded document or certified copy thereof to be delivered
to the Trust Administrator promptly following its recordation, but in no event
later than one (1) year following the Closing Date. The Seller shall also cause
to be delivered to the Trust Administrator any other original mortgage loan
document to be included in the Owner Mortgage Loan File if a copy thereof has
been delivered. The Seller shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate by reason of the failure of the Seller to cause to
be delivered to the Trust Administrator within one (1) year following the
Closing Date any original Mortgage or assignment of a Mortgage not delivered to
the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the
extent set forth in the applicable Servicing Agreement, deliver or cause to be
delivered to the Trust Administrator the assignment of the Mortgage Loan from
the Seller to the Trust Administrator in a form suitable for recordation,
together with an Opinion of Counsel to the effect that recording is not required
to protect the Trustee's right, title and interest in and to the related
Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage
Loans as a financing, to perfect a first priority security interest in favor of
the Trustee in the related Mortgage Loan. In the event that the Master Servicer
receives notice that recording is required to protect the right, title and
interest of the Trustee in and to any such Mortgage Loan for which recordation
of an assignment has not previously been required, the Master Servicer shall
promptly notify the Trust Administrator and the Trust Administrator shall within
five Business Days (or such other
<PAGE>
reasonable period of time mutually agreed upon by the Master Servicer and the
Trust Administrator) of its receipt of such notice deliver each previously
unrecorded assignment to the related Servicer for recordation.
SECTION 2.02. ACCEPTANCE BY TRUST ADMINISTRATOR.
The Trust Administrator, on behalf of the Trustee, acknowledges receipt of
the Mortgage Notes, the Mortgages, the assignments and other documents required
to be delivered on the Closing Date pursuant to Section 2.01 above and declares
that it holds and will hold such documents and the other documents constituting
a part of the Owner Mortgage Loan Files delivered to it in trust, upon the
trusts herein set forth, for the use and benefit of all present and future
Certificateholders. The Trust Administrator agrees, for the benefit of
Certificateholders, to review each Owner Mortgage Loan File within 45 days after
execution of this Agreement in order to ascertain that all required documents
set forth in Section 2.01 have been executed and received and appear regular on
their face, and that such documents relate to the Mortgage Loans identified in
the Mortgage Loan Schedule, and in so doing the Trust Administrator may rely on
the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If within such 45 day period the
Trust Administrator finds any document constituting a part of an Owner Mortgage
Loan File not to have been executed or received or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular
on its face, the Trust Administrator shall promptly (and in no event more than
30 days after the discovery of such defect) notify the Seller, which shall have
a period of 60 days after the date of such notice within which to correct or
cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trust Administrator's notice to it referred to above respecting
such defect, either (i) repurchase the related Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (a) 100%
of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest
at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last
day of the month in which such repurchase takes place or (ii) if within two
years of the Startup Day, or such other period permitted by the REMIC
Provisions, substitute for any Mortgage Loan to which such material defect
relates, a new mortgage loan (a "Substitute Mortgage Loan") having such
characteristics so that the representations and warranties of the Seller set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have
been incorrect had such Substitute Mortgage Loan originally been a Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal
balance, as of the date of substitution, greater than the Scheduled Principal
Balance (reduced by the scheduled payment of principal due on the Due Date in
the month of substitution) of the Mortgage Loan for which it is substituted. In
addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less
than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan
for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price
shall be deposited by the Seller in the Certificate Account maintained by the
Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage
Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the
Trust Administrator and the Substitution Principal Amount, together with (i)
interest on such Substitution Principal Amount at the applicable Net Mortgage
Interest Rate to the following Due Date of such Mortgage Loan which is being
substituted for
<PAGE>
and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, the Master
Servicer or the Trust Administrator with respect to such Mortgage Loan, shall be
deposited in the Certificate Account. The Monthly Payment on the Substitute
Mortgage Loan for the Due Date in the month of substitution shall not be part of
the Trust Estate. Upon receipt by the Trust Administrator of written
notification of any such deposit signed by an officer of the Seller, or the new
Owner Mortgage Loan File, as the case may be, the Trust Administrator shall
release to the Seller the related Owner Mortgage Loan File and shall execute and
deliver such instrument of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Seller legal and beneficial
ownership of such substituted or repurchased Mortgage Loan or property. It is
understood and agreed that the obligation of the Seller to substitute a new
Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a
material defect in a constituent document exists shall constitute the sole
remedy respecting such defect available to the Certificateholders, the Trust
Administrator on behalf of the Trustee and the Trustee on behalf of the
Certificateholders. The failure of the Trust Administrator to give any notice
contemplated herein within forty-five (45) days after the execution of this
Agreement shall not affect or relieve the Seller's obligation to repurchase any
Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution and delivery
hereof or at any time thereafter, enter into a Custodial Agreement substantially
in the form of Exhibit E hereto pursuant to which the Trust Administrator
appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments
and other documents related to the Mortgage Loans received by the Trust
Administrator, as agent for the Trustee in trust for the benefit of all present
and future Certificateholders, which may provide, among other things, that the
Custodian shall conduct the review of such documents required under the first
paragraph of this Section 2.02.
SECTION 2.03. REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER AND
THE SELLER.
(a) The Master Servicer hereby represents and warrants to the Trustee and
the Trust Administrator for the benefit of Certificateholders that, as of the
date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and
<PAGE>
other laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the Trust
Administrator for the benefit of Certificateholders that, as of the date of
execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trust Administrator
or to the Custodian with, any Mortgage establishes in the Seller a valid
and subsisting first lien on the property described therein and the Seller
has full right to sell and assign the same to the Trustee;
<PAGE>
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trust Administrator or
the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trust Administrator by the Seller;
(viii)Except for Mortgage Loans secured by Co-op Shares and Mortgage
Loans secured by residential long-term leases, the Mortgaged Property
consists of a fee simple estate in real property; all of the improvements
which are included for the purpose of determining the appraised value of
the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property and no improvements on adjoining
properties encroach upon the Mortgaged Property (unless insured against
under the related title insurance policy); and to the best of the Seller's
knowledge, the Mortgaged Property and all improvements thereon comply with
all requirements of any applicable zoning and subdivision laws and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
<PAGE>
(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
<PAGE>
the area in which the Mortgaged Property is located or specifically
referred to in the appraisal performed in connection with the origination
of the related Mortgage Loan, (C) liens created pursuant to any federal,
state or local law, regulation or ordinance affording liens for the costs
of clean-up of hazardous substances or hazardous wastes or for other
environmental protection purposes and (D) such other matters to which like
properties are commonly subject which do not individually, or in the
aggregate, materially interfere with the benefits of the security intended
to be provided by the Mortgage; the Seller is the sole insured of such
mortgagee title insurance policy, the assignment to the Trust
Administrator, on behalf of the Trustee, of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be
in full force and effect and inure to the benefit of the Trust
Administrator, on behalf of the Trustee, no claims have been made under
such mortgagee title insurance policy, and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything
which would impair the coverage of such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if
the Mortgaged Property is a condominium unit, it is included under the
coverage afforded by a blanket policy for the project; if upon origination
of the Mortgage Loan, the improvements on the Mortgaged Property were in
an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii)To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to
<PAGE>
any right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of not more than
360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii)Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trust Administrator in place of the related Mortgage
Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with FNMA or FHLMC standards for
inter vivos trusts and (ii) holding title to the Mortgaged Property in
such trust will not diminish any rights as a creditor including the right
to full title to the Mortgaged Property in the event foreclosure
proceedings are initiated; and
(xxvi)If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less
<PAGE>
than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the
Mortgaged Property is located in a jurisdiction in which the use of
leasehold estates in transferring ownership in residential properties is a
widely accepted practice.
Notwithstanding the foregoing, no representations or warranties are made
by the Seller as to the environmental condition of any Mortgaged Property; the
absence, presence or effect of hazardous wastes or hazardous substances on any
Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee, notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the Trust
Administrator, the Trustee or the Custodian that any of the representations and
warranties made in subsection (b) above is not accurate (referred to herein as a
"breach") and that such breach materially and adversely affects the interests of
the Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee, or the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
<PAGE>
SECTION 2.04. EXECUTION AND DELIVERY OF CERTIFICATES.
The Trust Administrator acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Owner Mortgage Loan Files to it, and, concurrently
with such delivery, (i) acknowledges the issuance of and hereby declares that it
holds the Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC
and Certificateholders and (ii) has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
ECTION 2.05. DESIGNATION OF CERTIFICATES; DESIGNATION OF STARTUP DAY AND
LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates (other
than the Class A-R and Class A-LR Certificates) and the Classes of Class B
Certificates as classes of "regular interests" and the Class A-R Certificate as
the single class of "residual interest" in the Upper-Tier REMIC for the purposes
of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller hereby
further designates the Class A-L1 Interest, Class A-L2 Interest, Class A-L3
Interest, Class A-L4 Interest, Class A-L6 Interest, Class A-LPO Interest, Class
A-LUR Interest, Class B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest,
Class B-L4 Interest, Class B-L5 Interest and Class B-L6 Interest as classes of
"regular interests" and the Class A-LR Certificate as the single class of
"residual interest" in the Lower-Tier REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within
the meaning of Code Section 860G(a)(9). The "latest possible maturity date" of
the regular interests in the Upper-Tier REMIC and Lower-Tier REMIC is January
25, 2029 for purposes of Code Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01. CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a Certificate Account
for the deposit of funds received by the Master Servicer with respect to the
Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account on the
day of receipt thereof all amounts received by it from any Servicer pursuant to
any of the Servicing Agreements, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trust Administrator, if any and any amounts deemed
received by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
applicable, any Substitution Principal Amount and any amounts received in
respect of the interest portion of unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate Account
to be invested in Eligible Investments. No such Eligible Investments will be
sold or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that such
sale or disposition will not cause the Trust Estate to be subject to Prohibited
Transactions Tax, otherwise subject the Trust Estate to tax, or cause either of
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC while
any Certificates are outstanding. Any amounts deposited in the Certificate
Account prior to the Distribution Date shall be invested for the account of the
Master Servicer and any investment income thereon shall be additional
compensation to the Master Servicer for services rendered under this Agreement.
The amount of any losses incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer out of its own funds
immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be deemed to
have received from a Servicer on the applicable Remittance Date for such funds
all amounts deposited
<PAGE>
by such Servicer into the Custodial Account for P&I maintained in accordance
with the applicable Servicing Agreement, if such Custodial Account for P&I is
not an Eligible Account as defined in this Agreement, to the extent such amounts
are not actually received by the Master Servicer on such Remittance Date as a
result of the bankruptcy, insolvency, receivership or other financial distress
of the depository institution in which such Custodial Account for P&I is being
held. To the extent that amounts so deemed to have been received by the Master
Servicer are subsequently remitted to the Master Servicer, the Master Servicer
shall be entitled to retain such amounts.
SECTION 3.02. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator or any
Servicer for Periodic Advances made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such
right to reimbursement pursuant to this subclause (i) being limited to
amounts received on or in respect of particular Mortgage Loans (including,
for this purpose, Liquidation Proceeds, REO Proceeds and proceeds from the
purchase, sale, repurchase or substitution of Mortgage Loans pursuant to
Sections 2.02, 2.03, 3.08 or 9.01) respecting which any such Periodic
Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by
it (including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to
<PAGE>
Section 2.02 or 2.03 or auctioned pursuant to Section 3.08 or to pay to
the Master Servicer with respect to each Mortgage Loan or property
acquired in respect thereof that has been purchased pursuant to Section
3.08 or 9.01, all amounts received thereon and not required to be
distributed as of the date on which the related repurchase or purchase
price or Scheduled Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii)to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with
respect to a particular Mortgage Loan, the Fixed Retained Yield, if any,
with respect to such Mortgage Loan; provided, however, that with respect
to any payment of interest received by the Master Servicer in respect of a
Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
Proceeds, Insurance Proceeds or otherwise) which is less than the full
amount of interest then due with respect to such Mortgage Loan, only that
portion of such payment of interest that bears the same relationship to
the total amount of such payment of interest as the Fixed Retained Yield
Rate, if any, in respect of such Mortgage Loan bears to the Mortgage
Interest Rate shall be allocated to the Fixed Retained Yield with respect
thereto.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from the Certificate Account.
SECTION 3.03. ADVANCES BY MASTER SERVICER AND TRUST ADMINISTRATOR.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In addition, if under the terms
of an Other Servicing Agreement, the applicable Servicer is not required to make
Periodic Advances on a Mortgage Loan or REO Mortgage Loan through the
liquidation of such Mortgage Loan or REO Mortgage Loan, the Master Servicer to
the extent provided hereby shall
<PAGE>
make the Periodic Advances thereon during the period the Servicer is not
obligated to do so. In the event Norwest Mortgage fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the Norwest Servicing Agreement prior to the Distribution Date occurring in the
month during which such Periodic Advance is due, the Trust Administrator shall,
to the extent required by Section 8.15, make such Periodic Advance to the extent
provided hereby, provided that the Trust Administrator has previously received
the certificate of the Master Servicer described in the following sentence. The
Master Servicer shall certify to the Trust Administrator with respect to any
such Distribution Date (i) the amount of Periodic Advances required of Norwest
Mortgage or such Other Servicer, as the case may be, (ii) the amount actually
advanced by Norwest Mortgage or such Other Servicer, (iii) the amount that the
Trust Administrator or Master Servicer is required to advance hereunder,
including any amount the Master Servicer is required to advance pursuant to the
second sentence of this section 3.03(a) and (iv) whether the Master Servicer has
determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trust Administrator or Master
Servicer shall be deposited in the Certificate Account on the related
Distribution Date. Notwithstanding the foregoing, neither the Master Servicer
nor the Trust Administrator will be obligated to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable Advance. The Trust Administrator may
conclusively rely for any determination to be made by it hereunder upon the
determination of the Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the related Other Servicing Agreement, the Master Servicer shall, if
the Master Servicer knows of such failure of the Servicer, advance such funds
and take such steps as are necessary to pay such taxes or insurance premiums. To
the extent Norwest Mortgage fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the
Norwest Servicing Agreement, the Master Servicer shall, if the Master Servicer
knows of such failure of Norwest Mortgage, certify to the Trust Administrator
that such failure has occurred. Upon receipt of such certification, the Trust
Administrator shall advance such funds and take such steps as are necessary to
pay such taxes or insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be entitled
to be reimbursed from the Certificate Account for any Periodic Advance made by
it under Section 3.03(a) to the extent described in Section 3.02(a)(i) and
(a)(ii). The Master Servicer and the Trust Administrator shall be entitled to be
reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant to
Section 3.03(b). The Master Servicer shall diligently pursue restoration of such
amount to the Certificate Account from the related Servicer. The Master Servicer
shall, to the extent it has not already done so, upon the request of the Trust
Administrator, withdraw from the Certificate Account and remit to the Trust
Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trust Administrator shall be required to pay or advance any
amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
<PAGE>
SECTION 3.04. TRUST ADMINISTRATOR TO COOPERATE; RELEASE OF OWNER MORTGAGE
LOAN FILES.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trust Administrator and the Trust Administrator shall, within five Business
Days, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. Any such Request for Release
shall obligate the Master Servicer or such Servicer, as the case may be, to
return each and every document previously requested from the Owner Mortgage Loan
File to the Trust Administrator by the twenty-first day following the release
thereof, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Certificate
Account or (ii) the Owner Mortgage Loan File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of a
Mortgage Loan, the Trust Administrator shall execute and deliver to the Master
Servicer or such Servicer, as directed by the Master Servicer, court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trust Administrator and a statement as to the
reason such documents or pleadings are required and that the execution
<PAGE>
and delivery thereof by the Trust Administrator will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure proceeding or trustee's sale.
SECTION 3.05. REPORTS TO THE TRUSTEE AND TRUST ADMINISTRATOR; ANNUAL
COMPLIANCE STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current FNMA monthly accounting report
for its Guaranteed Mortgage Pass-Through Program with appropriate additions and
changes, and shall also include information as to the aggregate unpaid principal
balance of all of the Mortgage Loans as of the close of business as of the last
day of the calendar month immediately preceding such Distribution Date. Copies
of such statement shall be provided by the Trust Administrator to any
Certificateholder upon written request, provided such statement is delivered, or
caused to be delivered, by the Master Servicer to the Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
SECTION 3.06. TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC
<PAGE>
Provisions and that it does not earn any "net income from foreclosure property"
which is subject to tax under the REMIC Provisions. In the event that a Servicer
is unable to dispose of any REO Mortgage Loan within the period mandated by each
of the Servicing Agreements, the Master Servicer shall monitor such Servicer to
verify that such REO Mortgage Loan is auctioned to the highest bidder within the
period so specified. In the event of any such sale of REO Mortgage Loan, the
Trust Administrator shall, at the written request of the Master Servicer and
upon being supported with appropriate forms therefor, within five Business Days
of the deposit by the Master Servicer of the proceeds of such sale or auction
into the Certificate Account, release or cause to be released to the entity
identified by the Master Servicer the related Owner Mortgage Loan File and
Servicer Mortgage Loan File and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as shall be necessary to
vest in the auction purchaser title to the REO Mortgage Loan and the Trust
Administrator shall have no further responsibility with regard to such Owner
Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Estate, shall provide financing from the Trust Estate to any purchaser of
an REO Mortgage Loan.
SECTION 3.07. AMENDMENTS TO SERVICING AGREEMENTS, MODIFICATION OF STANDARD
PROVISIONS.
(a) Subject to the prior written consent of the Trustee and the Trust
Administrator pursuant to Section 3.07(b), the Master Servicer from time to time
may, to the extent permitted by the applicable Servicing Agreement, make such
modifications and amendments to such Servicing Agreement as the Master Servicer
deems necessary or appropriate to confirm or carry out more fully the intent and
purpose of such Servicing Agreement and the duties, responsibilities and
obligations to be performed by the Servicer thereunder. Such modifications may
only be made if they are consistent with the REMIC Provisions, as evidenced by
an Opinion of Counsel. Prior to the issuance of any modification or amendment,
the Master Servicer shall deliver to the Trustee and the Trust Administrator
such Opinion of Counsel and an Officer's Certificate setting forth (i) the
provision that is to be modified or amended, (ii) the modification or amendment
that the Master Servicer desires to issue and (iii) the reason or reasons for
such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any amendment
or supplement to a Servicing Agreement proposed by the Master Servicer pursuant
to Section 3.07(a), which consent and amendment shall not require the consent of
any Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee and
the Trust Administrator of (i) an Opinion of Counsel to such effect or (ii)
written notification from each Rating Agency to the effect that such amendment
or supplement will not result in reduction of the current rating assigned by
that Rating Agency to the Certificates. Notwithstanding the two immediately
preceding sentences, either the Trustee or the Trust Administrator may, in its
discretion, decline to enter into or consent to any such supplement or amendment
if its own rights, duties or immunities shall be adversely affected.
<PAGE>
(c)(i). Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee, or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into
an amendment to the Norwest Servicing Agreement for the purposes described
in Sections 3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08. OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations that are to be observed or
performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's and
the Trust Administrator's and the Certificateholders' reliance on the Master
Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Upper-Tier REMIC or the
Lower-Tier REMIC of REMIC status for federal income tax purposes or (iii) the
imposition of any Prohibited Transaction Tax or any federal taxes on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer
shall have full power and authority in its sole discretion to take any action
with respect to the Trust Estate as may be necessary or advisable to avoid the
circumstances specified including clause (ii) or (iii) of the preceding
sentence.
For the purposes of determining whether any modification of a Mortgage
Loan shall be permitted by the Trust Administrator or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally
<PAGE>
deposited in the Trust Estate if it would be a "significant modification" within
the meaning of Section 1.860G-2(b) of the regulations of the U.S. Department of
the Treasury. No modification shall be approved unless (i) the modified Mortgage
Loan would qualify as a Substitute Mortgage Loan under Section 2.02 and (ii)
with respect to any modification that occurs more than three months after the
Closing Date and is not the result of a default or a reasonably foreseeable
default under the Mortgage Loan, there is delivered to the Trust Administrator
an Opinion of Counsel (at the expense of the party seeking to modify the
Mortgage Loan) to the effect that such modification would not be treated as
giving rise to a new debt instrument for federal income tax purposes as
described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled to repurchase at its option any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor. The purchase price for any such Mortgage Loan shall
be 100% of the unpaid principal balance of such Mortgage Loan plus accrued
interest thereon at the Mortgage Interest Rate for such Mortgage Loan, through
the last day of the month in which such repurchase occurs. Upon the receipt of
such purchase price, the Master Servicer shall provide to the Trust
Administrator the certification required by Section 3.04 and the Trust
Administrator and the Custodian, if any, shall promptly release to the Seller
the Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with
<PAGE>
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such auction into the Certificate Account,
release or cause to be released to the entity identified by the Master Servicer
the related Owner Mortgage Loan File and Servicer Mortgage Loan File and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the auction purchaser title
to the Mortgage Loan and the Trust Administrator shall have no further
responsibility with regard to such Owner Mortgage Loan File or Servicer Mortgage
Loan File. Neither the Trust Administrator, the Master Servicer nor any
Servicer, acting on behalf of the Trust Administrator, shall provide financing
from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall, pursuant
to the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or
Lower-Tier 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 Trust Administrator is
obligated to make an advance pursuant to Section 3.03 and (ii) the Trust
Administrator provides Norwest Mortgage written notice of the failure to make
such advance and such failure shall continue
<PAGE>
unremedied for a period of 15 days after receipt of such notice, the Trust
Administrator shall recommend to the Trustee the termination of the Norwest
Servicing Agreement without the recommendation of the Master Servicer and upon
such recommendation, the Trustee shall terminate the Norwest Servicing
Agreement. The Master Servicer shall indemnify the Trustee and the Trust
Administrator and hold each harmless from and against any and all claims,
liabilities, costs and expenses (including, without limitation, reasonable
attorneys' fees) arising out of, or assessed against the Trustee or the Trust
Administrator in connection with termination of such Servicing Agreement at the
direction of the Master Servicer. In addition, the Master Servicer shall
indemnify the Trustee and hold it harmless from and against any and all claims,
liabilities, costs and expenses (including, without limitation, reasonable
attorney's fees) arising out of, or assessed against the Trustee in connection
with the termination of the Norwest Servicing Agreement as provided in the
second preceding sentence. If the Trustee terminates such Servicing Agreement,
the Trustee may enter into a substitute Servicing Agreement with the Master
Servicer or, at the Master Servicer's nomination, with another mortgage loan
service company acceptable to the Trustee, the Trust Administrator, the Master
Servicer and each Rating Agency under which the Master Servicer or such
substitute servicer, as the case may be, shall assume, satisfy, perform and
carry out all liabilities, duties, responsibilities and obligations that are to
be, or otherwise were to have been, satisfied, performed and carried out by such
Servicer under such terminated Servicing Agreement. Until such time as the
Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10. APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds received
from a Servicer shall be allocated first to accrued and unpaid interest on the
related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11. ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class A-PO Certificates) and the Class B-1, Class B-2 and Class
B-3 Certificates pursuant to the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01. DISTRIBUTIONS.
(a)(i) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates, pro rata, based upon
their respective Interest Accrual Amounts, in an aggregate amount up to
the sum of the Class A Interest Accrual Amount with respect to such
Distribution Date; provided that prior to the applicable Accretion
Termination Date, an amount equal to the amount that would otherwise be
distributable in respect of interest to each Class of Accrual Certificates
pursuant to this provision will instead be distributed in reduction of the
Principal Balances of certain Classes of Class A Certificates, in each
case in accordance with Section 4.01(b);
second, to the Classes of Class A Certificates, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls, respectively, in an
aggregate amount up to the sum of the Aggregate Class A Unpaid Interest
Shortfall; provided that prior to the applicable Accretion Termination
Date, an amount equal to the amount that would otherwise be distributable
in respect of unpaid interest shortfalls to each Class of Accrual
Certificates pursuant to this provision will instead be distributed in
reduction of the Principal Balances of certain Classes of Class A
Certificates, in each case in accordance with Section 4.01(b);
third, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based
on their respective Class A Non-PO Optimal Principal Amount and Class A-PO
Optimal Principal Amount, (A) to the Classes of Class A Certificates
(other than the Class A-PO Certificates), in an aggregate amount up to the
Class A Non-PO Optimal Principal Amount, such distribution to be allocated
among such Classes in accordance with Section 4.01(b) or Section 4.01(c),
as applicable, and (B) to the Class A-PO Certificates in an amount up to
the Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard
to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second, below, second to the Class B-5 Certificates
pursuant to Paragraph nineteenth, below, third to the Class B-4
Certificates pursuant to Paragraph sixteenth, below, fourth to the Class
B-3 Certificates pursuant to Paragraph thirteenth, below, fifth to the
Class B-2 Certificates
<PAGE>
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,
<PAGE>
that would have been distributable to the Class B-4 Certificates hereunder
used to pay the Class A-PO Deferred Amount as provided in Paragraph fourth
above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to
such Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder
of the Class A-LR Certificate, any amounts remaining in the Payment
Account.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class (other than the Class A-R or Class A-LR Certificates) has
been reduced to zero, such Class will be entitled to no further distributions of
principal or interest (including, without limitation, any Unpaid Interest
Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-LR
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-5 and
Class A-PO Certificates) and any Class of Class B Certificates with a lower
numerical designation pro rata based on their Principal Balances.
(ii) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding
<PAGE>
Upper-Tier Class or Classes as provided herein. On each Distribution Date, each
Uncertificated Lower-Tier Interest (other than the Class A-L1 Interest, Class
A-L2 Interest, Class A-L3 Interest and Class A-L4 Interest) shall receive
distributions in respect of interest (or, in the case of the Class A-L6 Interest
(with respect to the Class A-7, Class A-8 and Class A-9 Certificates) as
described below shall have such amounts added to their principal balances) in an
amount equal to the Interest Accrual Amounts and Unpaid Interest Shortfalls, as
the case may be, in respect of its Corresponding Upper-Tier Class or Classes, in
each case to the extent actually distributed (or, in the case of a Class of
Accrual Certificates, added to their Principal Balance) thereon. On each
Distribution Date, the Class A-L1 Interest shall receive a distribution in
respect of interest in an amount equal to the sum of (i) the Interest Accrual
Amount and any distribution in respect of Unpaid Interest Shortfalls in each
case actually distributed on the Class A-1 Certificates and (ii) the product of
the Class A-L1 Interest Fraction and the Interest Accrual Amount and any
distribution in respect of Unpaid Interest Shortfalls in each case actually
distributed on the Class A-5 Certificates. On each Distribution Date, the Class
A-L2 Interest shall receive a distribution in respect of interest in an amount
equal to the sum of (i) the Interest Accrual Amount and any distribution in
respect of Unpaid Interest Shortfalls in each case actually distributed on the
Class A-2 Certificates and (ii) the product of the Class A-L2 Interest Fraction
and the Interest Accrual Amount and any distribution in respect of Unpaid
Interest Shortfalls in each case actually distributed on the Class A-5
Certificates. On each Distribution Date, the Class A-L3 Interest shall receive a
distribution in respect of interest in an amount equal to the sum of (i) the
Interest Accrual Amount and any distribution in respect of Unpaid Interest
Shortfalls in each case actually distributed on the Class A-3 Certificates and
(ii) the product of the Class A-L3 Interest Fraction and the Interest Accrual
Amount and any distribution in respect of Unpaid Interest Shortfalls in each
case actually distributed on the Class A-5 Certificates. On each Distribution
Date, the Class A-L4 Interest shall receive a distribution in respect of
interest in an amount equal to the sum of (i) the Interest Accrual Amount and
any distribution in respect of Unpaid Interest Shortfalls in each case actually
distributed on the Class A-4 Certificates and (ii) the product of the Class A-L4
Interest Fraction and the Interest Accrual Amount and any distribution in
respect of Unpaid Interest Shortfalls in each case actually distributed on the
Class A-5 Certificates. Such amounts distributed to the Uncertificated
Lower-Tier Interests in respect of principal and interest with respect to any
Distribution Date are referred to herein collectively as the "Lower-Tier
Distribution Amount."
As of any date, the principal balance of each Uncertificated Lower-Tier
Interest equals the Principal Balances of the respective Corresponding
Upper-Tier Class or Classes. The initial principal balance of each
Uncertificated Lower-Tier Interest equals the Original Principal Balances of the
respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class A-L1 Interest, Class A-L2
Interest, Class A-L3 Interest, Class A-L4 Interest, Class A-L6 Interest, Class
B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest,
Class B-L5 Interest and Class B-L6 Interest shall be 6.50% per annum. The Class
A-LPO Interest is a principal-only interest and is not entitled to distributions
of interest. Any Non-Supported Interest Shortfalls will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
<PAGE>
(b) The Class A-5 Certificates are interest-only Certificates and are not
entitled to distributions in respect of principal.
I. On each Distribution Date occurring prior to the latest Accretion
Termination Date for the Class A-7, Class A-8 and Class A-9 Certificates, the
sum of the Accrual Distribution Amounts for the Class A-7, Class A-8 and Class
A-9 Certificates will be allocated, sequentially, as follows:
first, to the Class A-6 Certificates, up to their Schedule I
Reduction Amount for such Distribution Date;
second, to the Class A-7 Certificates, until the Principal Balance
thereof has been reduced to zero;
third, to the Class A-6 Certificates, up to their Schedule II
Reduction Amount for such Distribution Date;
fourth, to the Class A-8 Certificates, until the Principal Balance
thereof has been reduced to zero;
fifth, to the Class A-6 Certificates, without regard to their
Schedule I or Schedule II Reduction Amounts for such Distribution Date,
until the Principal Balance thereof has been reduced to zero; and
sixth, to the Class A-9 Certificates, until the Principal Balance
thereof has been reduced to zero;
II. The Class A Non-PO Principal Amount will be allocated, sequentially,
as follows:
first, the lesser of (i) the Priority Amount for such Distribution
Date and (ii) 98.6% of the Class A Non-PO Principal Amount to the Class
A-10 Certificates;
second, concurrently, as follows:
(A)36.4896073903%, sequentially, to the Class A-1 and Class
A-2 Certificates, in that order, up to their respective PAC
Principal Amounts for such Distribution Date; and
(B)63.5103926097% to the Class A-3 Certificates, up to their
PAC Principal Amount for such Distribution Date;
third, to the Class A-4 Certificates, up to their PAC Principal
Amount for such Distribution Date;
fourth, to the Class A-6 Certificates, up to their Schedule I
Reduction Amount for such Distribution Date;
<PAGE>
fifth, to the Class A-7 Certificates, until the Principal Balance
thereof has been reduced to zero;
sixth, to the Class A-6 Certificates, up to their Schedule II
Reduction Amount for such Distribution Date;
seventh, to the Class A-8 Certificates, until the Principal Balance
thereof has been reduced to zero;
eighth, to the Class A-6 Certificates, without regard to their
Schedule I or Schedule II Reduction Amounts for such Distribution Date,
until the Principal Balance thereof has been reduced to zero;
ninth, to the Class A-9 Certificates, until the Principal Balance
thereof has been reduced to zero;
tenth, concurrently as follows:
(i) 36.4896073903%, sequentially, to the Class A-1 and Class
A-2 Certificates, in that order, without regard to their respective
PAC Principal Amounts for such Distribution Date, until the
Principal Balance of each such Class has been reduced to zero; and
(ii) 63.5103926097%, sequentially, to the Class A-3
Certificates, without regard to their PAC Principal Amount for such
Distribution Date, until the Principal Balance thereof has been
reduced to zero;
eleventh, to the Class A-4 Certificates, without regard to their PAC
Principal Amount for such Distribution Date, until the Principal Balance
thereof has been reduced to zero;
twelfth, sequentially, to the Class A-R and Class A-LR Certificates,
in that order, until the Principal Balance of each such Class has been
reduced to zero; and
thirteenth, to the Class A-10 Certificates, until the Principal
Balance thereof has been reduced to zero.
As used above, the "PAC Principal Amount" for any Distribution Date and
for any Class of PAC Certificates means the amount, if any, that would reduce
the Principal Balance of such Class to the percentage of its Original Principal
Balance shown in the tables set forth below with respect to such Distribution
Date.
As used above, the "Schedule I Reduction Amount" for any Distribution Date
and for the Class A-6 Certificates means the amount, if any, that would reduce
the Principal Balance of such Class to the percentage of its Original Principal
Balance shown in the related Schedule I table with respect to such Distribution
Date.
<PAGE>
As used above, the "Schedule II Reduction Amount" for any Distribution
Date and for the Class A-6 Certificates means the amount, if any, that would
reduce the Principal Balance of such Class to the percentage of its Original
Principal Balance shown in the related Schedule II table with respect to such
Distribution Date.
<PAGE>
The following tables set forth for each Distribution Date the planned
Principal Balances for the PAC Certificates and the scheduled Principal Balances
for the Scheduled Certificates, expressed as a percentage of the Original
Principal Balance of such Class.
<TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-1 CERTIFICATES
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including July 2000......... 71.74999792 April 2001........ 28.78303315
November 1999..... 100.00000000 August 2000....... 67.53499651 May 2001.......... 23.41448765
December 1999..... 97.01500584 September 2000.... 63.17414966 June 2001......... 18.06547685
January 2000...... 93.87117906 October 2000...... 58.66964215 July 2001......... 12.74370322
February 2000..... 90.56979812 November 2000..... 54.02355698 August 2001....... 7.44902859
March 2000........ 87.11222315 December 2000..... 49.23792671 September 2001.... 2.18131544
April 2000........ 83.49989523 January 2001...... 44.31561846 October 2001
May 2000.......... 79.73433537 February 2001..... 39.25931671 and thereafter.. 0.00000000
June 2000......... 75.81714369 March 2001........ 34.07536913
</TABLE>
<TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-2 CERTIFICATES
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including May 2002.......... 65.19820467 February 2003..... 25.61198150
September 2001.... 100.00000000 June 2002......... 60.70935293 March 2003........ 21.32478551
October 2001...... 97.27020132 July 2002......... 56.24336491 April 2003........ 17.05943293
November 2001..... 92.61801108 August 2002....... 51.80012467 May 2003.......... 12.81581329
December 2001..... 87.98951210 September 2002.... 47.37951713 June 2003......... 8.59381689
January 2002...... 83.38458437 October 2002...... 42.98142772 July 2003......... 4.39333437
February 2002..... 78.80310826 November 2002..... 38.60574251 August 2003....... 0.21425719
March 2002........ 74.24496497 December 2002..... 34.25234814 September 2003
April 2002........ 69.71003635 January 2003...... 29.92113186 and thereafter.. 0.00000000
</TABLE>
<PAGE>
<TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-3 CERTIFICATES
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including March 2001........ 68.91528480 August 2002....... 27.37538233
November 1999..... 100.00000000 April 2001........ 66.41984791 September 2002.... 25.03917518
December 1999..... 98.59251858 May 2001.......... 63.88847676 October 2002...... 22.71486845
January 2000...... 97.11014456 June 2001......... 61.36631660 November 2002..... 20.40240189
February 2000..... 95.55348075 July 2001......... 58.85699931 December 2002..... 18.10171564
March 2000........ 93.92316849 August 2001....... 56.36045969 January 2003...... 15.81275007
April 2000........ 92.21988729 September 2001.... 53.87663291 February 2003..... 13.53544593
May 2000.......... 90.44435435 October 2001...... 51.40545449 March 2003........ 11.26974425
June 2000......... 88.59732407 November 2001..... 48.94686029 April 2003........ 9.01558638
July 2000......... 86.67958764 December 2001..... 46.50078647 May 2003.......... 6.77291400
August 2000....... 84.69213444 January 2002...... 44.06716958 June 2003......... 4.54166904
September 2000.... 82.63591235 February 2002..... 41.64594645 July 2003......... 2.32179380
October 2000...... 80.51195151 March 2002........ 39.23705429 August 2003....... 0.11323084
November 2000..... 78.32123413 April 2002........ 36.84043058 September 2003
December 2000..... 76.06471862 May 2002.......... 34.45601322 and thereafter.. 0.00000000
January 2001...... 73.74375682 June 2002......... 32.08374033
February 2001..... 71.35961451 July 2002......... 29.72355044
</TABLE>
<TABLE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-4 CERTIFICATES
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including October 2004...... 48.44266233 January 2006...... 10.15675544
August 2003....... 100.00000000 November 2004..... 45.07371873 February 2006..... 9.06666166
September 2003.... 95.95061557 December 2004..... 41.72511077 March 2006........ 8.02797877
October 2003...... 91.70298091 January 2005...... 38.67116237 April 2006........ 7.03140132
November 2003..... 87.47699491 February 2005..... 35.71996401 May 2006.......... 6.06253316
December 2003..... 83.27254840 March 2005........ 32.86883309 June 2006......... 5.12066673
January 2004...... 79.69472771 April 2005........ 30.11515163 July 2006......... 4.20511169
February 2004..... 76.13825490 May 2005.......... 27.45636466 August 2006....... 3.31519459
March 2004........ 72.60302618 June 2005......... 24.88997891 September 2006.... 2.45025836
April 2004........ 69.08893837 July 2005......... 22.41356123 October 2006...... 1.60966199
May 2004.......... 65.59588880 August 2005....... 20.02473722 November 2006..... 0.79278014
June 2004......... 62.12377541 September 2005.... 17.72118993 December 2006
July 2004......... 58.67249672 October 2005...... 15.50065838 and thereafter.. 0.00000000
August 2004....... 55.24195181 November 2005..... 13.36093641
September 2004.... 51.83204027 December 2005..... 11.29987128
</TABLE>
<PAGE>
<TABLE>
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-6 CERTIFICATES
SCHEDULE I
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1999...... 99.55948795% February 2004..... 74.68479178% March 2009........ 37.29605121%
February 1999..... 99.06443984% March 2004........ 74.40272958% April 2009........ 36.57819587%
March 1999........ 98.51496209% April 2004........ 74.12257779% May 2009.......... 35.86254553%
April 1999........ 97.91119577% May 2004.......... 73.84430546% June 2009......... 35.14907228%
May 1999.......... 97.25331657% June 2004......... 73.56788182% July 2009......... 34.43774832%
June 1999......... 96.54153478% July 2004......... 73.29327629% August 2009....... 33.72854596%
July 1999......... 95.77609519% August 2004....... 73.02045848% September 2009.... 33.02143761%
August 1999....... 94.95727701% September 2004.... 72.74939817% October 2009...... 32.31639579%
September 1999.... 94.08539370% October 2004...... 72.48006533% November 2009..... 31.61339312%
October 1999...... 93.16079279% November 2004..... 72.21243009% December 2009..... 30.91240230%
November 1999..... 92.18385564% December 2004..... 71.94646277% January 2010...... 30.21339616%
December 1999..... 91.92839755% January 2005...... 71.64549740% February 2010..... 29.51634763%
January 2000...... 91.66261936% February 2005..... 71.32248219% March 2010........ 28.82122973%
February 2000..... 91.38667103% March 2005........ 70.97811956% April 2010........ 28.12801556%
March 2000........ 91.10071395% April 2005........ 70.61309400% May 2010.......... 27.43667834%
April 2000........ 90.80492070% May 2005.......... 70.22807249% June 2010......... 26.74719138%
May 2000.......... 90.49947490% June 2005......... 69.82370489% July 2010......... 26.05952807%
June 2000......... 90.18457099% July 2005......... 69.40062433% August 2010....... 25.37366193%
July 2000......... 89.86041394% August 2005....... 68.95944768% September 2010.... 24.68956652%
August 2000....... 89.52724107% September 2005.... 68.50077586% October 2010...... 24.00721555%
September 2000.... 89.18528884% October 2005...... 68.02519423% November 2010..... 23.32658275%
October 2000...... 88.83480965% November 2005..... 67.53327299% December 2010..... 22.64764202%
November 2000..... 88.47605390% December 2005..... 67.02556752% January 2011...... 21.97036727%
December 2000..... 88.10927326% January 2006...... 66.34276699% February 2011..... 21.29473256%
January 2001...... 87.73477666% February 2006..... 65.65058992% March 2011........ 20.62071201%
February 2001..... 87.35286470% March 2006........ 64.94944211% April 2011........ 19.94827980%
March 2001........ 86.96407279% April 2006........ 64.24190559% May 2011.......... 19.27741024%
April 2001........ 86.56975011% May 2006.......... 63.53200234% June 2011......... 18.60807770%
May 2001.......... 86.17204430% June 2006......... 62.81988341% July 2011......... 17.94025663%
June 2001......... 85.77707963% July 2006......... 62.10569526% August 2011....... 17.27392157%
July 2001......... 85.38532090% August 2006....... 61.38957984% September 2011.... 16.60904714%
August 2001....... 84.99672990% September 2006.... 60.67167472% October 2011...... 15.94560803%
September 2001.... 84.61126869% October 2006...... 59.95211321% November 2011..... 15.28357901%
October 2001...... 84.22889957% November 2006..... 59.23102444% December 2011..... 14.62293494%
November 2001..... 83.84958510% December 2006..... 58.50825145% January 2012...... 13.96365074%
December 2001..... 83.47328808% January 2007...... 57.63952792% February 2012..... 13.30570141%
January 2002...... 83.09997155% February 2007..... 56.77494311% March 2012........ 12.64906204%
February 2002..... 82.72959879% March 2007........ 55.91445595% April 2012........ 11.99370777%
March 2002........ 82.36213331% April 2007........ 55.05802563% May 2012.......... 11.33961383%
April 2002........ 81.99753890% May 2007.......... 54.20561152% June 2012......... 10.68675551%
May 2002.......... 81.63577952% June 2007......... 53.35717322% July 2012......... 10.03510818%
June 2002......... 81.27681941% July 2007......... 52.51267052% August 2012....... 9.38464727%
July 2002......... 80.92062303% August 2007....... 51.67206344% September 2012.... 8.73534829%
August 2002....... 80.56715506% September 2007.... 50.83531220% October 2012...... 8.08718680%
September 2002.... 80.21638041% October 2007...... 50.00237721% November 2012..... 7.44013845%
October 2002...... 79.86826423% November 2007..... 49.17321911% December 2012..... 6.79417893%
November 2002..... 79.52277187% December 2007..... 48.34779871% January 2013...... 6.14928403%
December 2002..... 79.17986891% January 2008...... 47.59344328% February 2013..... 5.50542957%
January 2003...... 78.83952116% February 2008..... 46.84172508% March 2013........ 4.86259145%
February 2003..... 78.50169463% March 2008........ 46.09261445% April 2013........ 4.22074563%
March 2003........ 78.16635556% April 2008........ 45.34608186% May 2013.......... 3.57986813%
April 2003........ 77.83347039% May 2008.......... 44.60209792% June 2013......... 2.93993503%
May 2003.......... 77.50300579% June 2008......... 43.86063334% July 2013......... 2.30092247%
June 2003......... 77.17492860% July 2008......... 43.12165897% August 2013....... 1.66280664%
July 2003......... 76.84920593% August 2008....... 42.38514576% September 2013.... 1.02556381%
August 2003....... 76.52580505% September 2008.... 41.65106480% October 2013...... 0.38917029%
September 2003.... 76.20469344% October 2008...... 40.91938728% November 2013
October 2003...... 75.88583879% November 2008..... 40.19008451% and thereafter.. 0.00000000%
November 2003..... 75.56920899% December 2008..... 39.46312793%
December 2003..... 75.25477213% January 2009...... 38.73848905%
January 2004...... 74.96879552% February 2009..... 38.01613956%
</TABLE>
<PAGE>
<TABLE>
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-6 CERTIFICATES
SCHEDULE II
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1999...... 99.55948795% October 2003...... 37.26510691% July 2008......... 13.35056007%
February 1999..... 99.06443984% November 2003..... 36.44335730% August 2008....... 13.10481292%
March 1999........ 98.51496209% December 2003..... 35.64609032% September 2008.... 12.86144631%
April 1999........ 97.91119577% January 2004...... 35.06569019% October 2008...... 12.62041530%
May 1999.......... 97.25331657% February 2004..... 34.50725883% November 2008..... 12.38167557%
June 1999......... 96.54153478% March 2004........ 33.97037412% December 2008..... 12.14518345%
July 1999......... 95.77609519% April 2004........ 33.45462065% January 2009...... 11.91089588%
August 1999....... 94.95727701% May 2004.......... 32.95958963 February 2009..... 11.67877041%
September 1999.... 94.08539370% June 2004......... 32.48487878% March 2009........ 11.44876522%
October 1999...... 93.16079279% July 2004......... 32.03009225% April 2009........ 11.22083906%
November 1999..... 92.18385564% August 2004....... 31.59484049% May 2009.......... 10.99495126%
December 1999..... 91.92839755% September 2004.... 31.17874020% June 2009......... 10.77106173%
January 2000...... 91.66261936% October 2004...... 30.78141415% July 2009......... 10.54913096%
February 2000..... 91.38667103% November 2004..... 30.40249118% August 2009....... 10.32911998%
March 2000........ 91.10071395% December 2004..... 30.04160606% September 2009.... 10.11099039%
April 2000........ 90.80492070% January 2005...... 29.71232215% October 2009...... 9.89470430%
May 2000.......... 90.49947490% February 2005..... 29.37579839% November 2009..... 9.68022438%
June 2000......... 90.18457099% March 2005........ 29.03242720% December 2009..... 9.46751381%
July 2000......... 89.86041394% April 2005........ 28.68258844% January 2010...... 9.25653628%
August 2000....... 89.26196671% May 2005.......... 28.32664966% February 2010..... 9.04725600%
September 2000.... 87.72002996% June 2005......... 27.96496654% March 2010........ 8.83963768%
October 2000...... 86.13194621% July 2005......... 27.59788308% April 2010........ 8.63364650%
November 2000..... 84.50042291% August 2005....... 27.22573207% May 2010.......... 8.42924816%
December 2000..... 82.82820034% September 2005.... 26.84883527% June 2010......... 8.22640881%
January 2001...... 81.11843113% October 2005...... 26.46750376% July 2010......... 8.02509506%
February 2001..... 79.37422069% November 2005..... 26.08203824% August 2010....... 7.82527402%
March 2001........ 77.60027993% December 2005..... 25.69272929% September 2010.... 7.62691322%
April 2001........ 75.80681720% January 2006...... 25.22942451% October 2010...... 7.42998065%
May 2001.......... 74.00929143% February 2006..... 24.76591400% November 2010..... 7.23444473%
June 2001......... 72.24984766% March 2006........ 24.30238473% December 2010..... 7.04027433%
July 2001......... 70.53126949% April 2006........ 23.84120400% January 2011...... 6.84743873%
August 2001....... 68.85285856% May 2006.......... 23.38618304% February 2011..... 6.65590765%
September 2001.... 67.21392743% June 2006......... 22.93726613% March 2011........ 6.46565121%
October 2001...... 65.61379938% July 2006......... 22.49439680% April 2011........ 6.27663992%
November 2001..... 64.05180823% August 2006....... 22.05751793% May 2011.......... 6.08884471%
December 2001..... 62.52729820% September 2006.... 21.62657174% June 2011......... 5.90223692%
January 2002...... 61.03962376% October 2006...... 21.20149989% July 2011......... 5.71678824%
February 2002..... 59.58814943% November 2006..... 20.78224351% August 2011....... 5.53247077%
March 2002........ 58.17224968% December 2006..... 20.36846119% September 2011.... 5.34925697%
April 2002........ 56.79130874% January 2007...... 19.89016821% October 2011...... 5.16711966%
May 2002.......... 55.44472049% February 2007..... 19.42015754% November 2011..... 4.93150788%
June 2002......... 54.13188826% March 2007........ 18.95826766% December 2011..... 4.47008341%
July 2002......... 52.85222474% April 2007........ 18.50433975% January 2012...... 4.01422166%
August 2002....... 51.60515180% May 2007.......... 18.05821770% February 2012..... 3.56382545%
September 2002.... 50.39010036% June 2007......... 17.61974808% March 2012........ 3.11879904%
October 2002...... 49.20651026% July 2007......... 17.18878003% April 2012........ 2.67904810%
November 2002..... 48.05383013% August 2007....... 16.76516525% May 2012.......... 2.24447971%
December 2002..... 46.93151723% September 2007.... 16.34875801% June 2012......... 1.81500228%
January 2003...... 45.83903733% October 2007...... 15.93941499% July 2012......... 1.39052561%
February 2003..... 44.77586460% November 2007..... 15.53699536% August 2012....... 0.97096081%
March 2003........ 43.74148145% December 2007..... 15.14136065% September 2012.... 0.55622031%
April 2003........ 42.73537843% January 2008...... 14.87763503% October 2012...... 0.14621782%
May 2003.......... 41.75705409% February 2008..... 14.61662343% November 2012.....
June 2003......... 40.80601486% March 2008........ 14.35827614% and thereafter.. 0.00000000%
July 2003......... 39.88177494% April 2008........ 14.10254412%
August 2003....... 38.98385615% May 2008.......... 13.84937907%
September 2003.... 38.11178789% June 2008......... 13.59873336%
</TABLE>
<PAGE>
(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
<PAGE>
between (A) the Subordinated Prepayment Percentage or Subordinated Percentage,
as the case may be, and (B) the percentages determined in accordance with the
preceding sentence necessary to bring the Principal Balances of the affected
Classes of Class B Certificates to zero; provided, however, that if the
Principal Balances of all the Classes of Class B Certificates eligible to
receive distributions of principal shall be reduced to zero on such Distribution
Date, the Class B Prepayment Percentage and the Class B Percentage of the Class
of Class B Certificates with the lowest numerical Class designation which would
otherwise be ineligible to receive distributions of principal in accordance with
this Section shall equal the remainder of the Subordinated Prepayment Percentage
for such Distribution Date minus the sum of the Class B Prepayment Percentages
of the Classes of Class B Certificates having lower numerical Class
designations, if any, and the remainder of the Subordinated Percentage for such
Distribution Date minus the sum of the Class B Percentages of the Classes of
Class B Certificates having lower numerical Class designations, if any,
respectively. Any entitlement of any Class of Class B Certificates to principal
payments solely pursuant to this clause (ii) shall not cause such Class to be
regarded as being eligible to receive principal distributions for the purpose of
applying the definition of its Class B Percentage or Class B Prepayment
Percentage.
(e) The Trust Administrator shall establish and maintain the Upper-Tier
Certificate Account, which shall be a separate trust account and an Eligible
Account. On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds available on deposit in the Payment Account, (i) deposit,
in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Distribution Amount with respect to the Class A-LR
Certificate and all other amounts distributable to the Class A-LR Certificate.
The Trust Administrator may clear and terminate the Upper-Tier Certificate
Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record (other than the Class A-LR Certificateholder) on the
preceding Record Date (other than as provided in Section 9.01 respecting the
final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class)
either in immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder holds Certificates having a Denomination at
least equal to that specified in Section 11.24, and has so notified the Master
Servicer or, if applicable, the Paying Agent at least seven Business Days prior
to the Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Class A Distribution Amount
<PAGE>
with respect to each Class of Class A Certificates and the Class B Distribution
Amount with respect to each such Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-5, Class A-R or Class A-LR Certificates) or the
Principal Balance of any Class of Class B Certificates would be reduced to zero,
in the case of the Class A-5 Certificates, the Class A-5 Notional Amount would
be reduced to zero, the Master Servicer shall, as soon as practicable after the
Determination Date relating to such Distribution Date, send a notice to the
Trust Administrator. The Trust Administrator will then send a notice to each
Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trust
Administrator therein specified; provided, however, that the failure to give
such notice will not entitle a Certificateholder to any interest beyond the
interest payable with respect to such Distribution Date in accordance with
Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation, partnership (except to the extent provided in applicable
Treasury regulations) or other entity created or organized in or under the laws
of the United States or any political subdivision thereof, an estate that is
subject to United States federal income tax regardless of the source of its
income or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).
SECTION 4.02. ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6 Principal
Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
<PAGE>
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
<PAGE>
of such Recovery. In the event that the amount of such Recovery exceeds the
amount of such Recovery allocated to each outstanding Class in accordance with
the preceding provisions, each outstanding Class shall be entitled to its pro
rata share (determined as described above) of such excess up to the amount of
any unrecovered Realized Loss previously allocated to such Class.
Notwithstanding the foregoing provisions, but subject to the following proviso,
if such Recovery occurs within two years of the realization of such loss and (i)
is the result of an event that would have given rise to the repurchase of the
related Mortgage Loan by the Seller pursuant to Section 2.02 or 2.03, or (ii)
represents in whole or part funds which the applicable Servicer had received in
respect of a Liquidated Loan but failed to remit to the Certificate Account on
or prior to the Business Day preceding the Distribution Date following the
Applicable Unscheduled Principal Receipt Period in which the Mortgage Loan
became a Liquidated Loan, such Recovery may, at the sole discretion of the
Master Servicer, be treated as a repurchase or an Unscheduled Principal Receipt
with respect to such Mortgage Loan, as the case may be, the Realized Loss
previously recognized may be reversed and treated for all subsequent purposes as
if it had never occurred and the Master Servicer may make such adjustments to
interest or principal distributions on the Certificates and to the principal
balances of the Certificates as the Master Servicer in its good faith judgment
and sole discretion deems necessary or desirable to effectuate the reversal of
the Realized Loss and the treatment of such amount as a repurchase or as an
Unscheduled Principal Receipt, as the case may be; provided that such actions do
not result in the aggregate distributions made in respect of each Class of
Certificates whose principal balances were previously reduced as a result of
such Realized Loss being less than such Class would have received if such
Recovery had been deposited in the Certificate Account on or prior to the
Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated between (i) the Class A
Certificates and (ii) the Class B Certificates, pro rata based on the Class A
Interest Accrual Amount and the Class B Interest Accrual Amount for the related
Distribution Date, without regard to any reduction pursuant to this sentence.
Any such loss allocated to the Class A Certificates shall be allocated among the
outstanding Classes of Class A Certificates based on their Class A Interest
Percentages. Any such loss allocated to the Class B Certificates will be
allocated among the outstanding Classes of Class B Certificates based on their
Class B Interest Percentages. In addition, after the Class B Principal Balance
has been reduced to zero, the interest portion of Realized Losses (other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
will be allocated among the outstanding Classes of Class A Certificates based on
their Class A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes as provided above.
<PAGE>
With respect to any Distribution Date, the interest portion of Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
SECTION 4.03. PAYING AGENT.
(a) The Master Servicer hereby appoints the Trust Administrator as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trust
Administrator to execute and deliver to the Trust Administrator an instrument in
which such Paying Agent agrees with the Trust Administrator that such Paying
Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the
Master Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon
the written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account and an Eligible Account, in which the Master
Servicer shall cause to be deposited from funds in the Certificate Account or,
to the extent required hereunder, from its own funds (i) at or before 10:00
a.m., New York time, on the Business Day preceding each Distribution Date, by
wire transfer of immediately available funds, any Periodic Advance for such
Distribution Date, pursuant to Section 3.03 and (ii) at or before 10:00 a.m.,
New York time, on the Business Day preceding each Distribution Date, by wire
transfer of immediately available funds, (a) an amount equal to the Pool
Distribution Amount, (b) Net Foreclosure Profits, if any, with respect to such
Distribution Date and (c) the amount of any recovery in respect of a Realized
Loss. The Master Servicer may cause the Paying Agent to invest the funds in the
Payment Account. Any such investment shall be in Eligible Investments, which
shall mature not later than the Business Day preceding the related Distribution
Date (unless the Eligible Investments are obligations of the Trust
Administrator, in which case such Eligible Investments shall mature not later
than the Distribution Date), and shall not be sold or disposed of prior to
maturity. All income and gain realized from any such investment shall be for the
benefit of the Master Servicer and shall be subject to its withdrawal or order
from time to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the Payment Account by the Master Servicer out
of its own funds immediately as realized. The Paying Agent may withdraw from the
Payment Account any amount deposited in the Payment Account that was not
<PAGE>
required to be deposited therein and may clear and terminate the Payment Account
pursuant to Section 9.01.
SECTION 4.04. STATEMENTS TO CERTIFICATEHOLDERS; REPORT TO THE TRUST
ADMINISTRATOR AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(f), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Class A Interest Distribution Amount allocated to each Class of Class A
Certificates, (c) any Class A Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class B of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing Agreements
or this Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each
<PAGE>
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;
<PAGE>
(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) in the case of the Class A-5 Certificates, the Class A-5
Notional Amount, if any;
(xxiv) the Class A-PO Deferred Amount, if any; and
(xxv) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class of Class A
Certificates pursuant to clauses (i) and (ii) above and with respect to a Class
of Class B Certificates pursuant to clauses (iii) and (iv) above, the amounts
shall be expressed as a dollar amount per Class A or Class B Certificate (other
than the Class A-R and Class A-LR Certificates) with a $1,000 Denomination, and
as a dollar amount per Class A-R and Class A-LR Certificate with a $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.
<PAGE>
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trust
Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Distribution Amount with respect to
each Class of Class A Certificates and the Class B Distribution Amount with
respect to each Class of Class B Certificates. The determination by the Master
Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trust
Administrator and the Paying Agent shall be protected in relying upon the same
without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
SECTION 4.05. REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off Date,
make the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trust Administrator
acquires an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06. 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-5, Class A-PO,
Class A-R and Class A-LR Certificates, integral multiples of $1,000 in excess
thereof (except, if necessary, for one Certificate of each Class (other than the
Class A-5, Class A-PO, Class A-R and Class A-LR Certificates) that evidences one
Single Certificate plus such additional principal portion or notional amount as
is required in order for all Certificates of such Class to equal the aggregate
Original Principal Balance or notional amount of such Class, as the case may
be), and shall be substantially in the respective forms set forth as Exhibits
A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-PO, A-R, A-LR, B-1, B-2,
B-3, B-4, B-5, B-6, and C (reverse side of Certificates) hereto. On original
issue the Certificates shall be executed and delivered by the Trust
Administrator to or upon the order of the Seller upon receipt by the Trust
Administrator or the Custodian of the documents specified in Section 2.01. The
aggregate principal portion (or notional amount) evidenced by the Class A and
Class B Certificates shall be the sum of the amounts specifically set forth in
the respective Certificates. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trust Administrator by any Responsible
Officer thereof. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trust Administrator
shall bind the Trust Administrator notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually countersigned by a
Responsible Officer of the Trust Administrator, or unless there appears on such
Certificate a certificate of authentication executed by the Authenticating Agent
by manual signature, and such countersignature or certificate upon a Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section
5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of
[the Clearing Agency] to the Seller or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to The
Depository Trust Company, the
<PAGE>
initial Clearing Agency, by, or on behalf of, the Seller. Such Certificates
shall initially be registered in the Certificate Register in the name of the
nominee of the initial Clearing Agency, and no Beneficial Owner will receive a
definitive certificate representing such Beneficial Owner's interest in the
Book-Entry Certificates, except as provided in Section 5.07. Unless and until
definitive, fully registered certificates ("Definitive Certificates") have been
issued to Beneficial Owners pursuant to Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders
shall, with respect to the Book-Entry Certificates, refer to
distributions, notices, reports and statements to the Clearing Agency or
its nominee, as registered holder of the Book-Entry Certificates, as the
case may be, for distribution to Beneficial Owners in accordance with the
procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the reports or statements referred to
in Section 4.04 shall be available to Beneficial Owners upon written request to
the Trust Administrator at the Corporate Trust Office.
<PAGE>
SECTION 5.02. REGISTRATION OF CERTIFICATES.
(a) The Trust Administrator shall cause to be kept at one of the offices
or agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trust Administrator shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trust Administrator shall act as, or shall appoint, a Certificate Registrar
for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled
by the Certificate Registrar, the Trust Administrator or the Authenticating
Agent in accordance with their standard procedures.
(b) No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the Trust Administrator or the Seller may, if such transfer is to be
made within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
A-PO, Class B-4, Class B-5 or Class B-6 Certificateholder to deliver a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trust Administrator and the Seller, to the effect that such transfer may be made
pursuant to an
<PAGE>
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer, and (ii) the Trust Administrator shall require
the transferee (other than an affiliate of the Seller on the Closing Date) to
execute an investment letter in the form of Exhibit J hereto certifying to the
Seller and the Trust Administrator the facts surrounding such transfer, which
investment letter shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer. The Holder of a Class A-PO, Class
B-4, Class B-5 or Class B-6 Certificate desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trust Administrator, the Trustee, the
Seller, the Master Servicer and any Paying Agent acting on behalf of the Trustee
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws. Neither the Seller nor the
Trust Administrator is under an obligation to register the Class A-PO, Class
B-4, Class B-5 or Class B-6 Certificates under said Act or any other securities
law.
(c) No transfer of a Class A-PO or Class B Certificate shall be made
(other than the transfer of the Class A-PO Certificates to an affiliate of the
Seller on the Closing Date) unless the Trust Administrator and the Seller shall
have received (i) a representation letter from the transferee in the form of
Exhibit J hereto, in the case of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate, or in the form of Exhibit K hereto, in the case of a Class B-1,
Class B-2 or Class B-3 Certificate, to the effect that either (a) such
transferee is not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer or (b) with respect to the Class B Certificates
only, if such transferee is an insurance company, (A) the source of funds used
to purchase the Class B Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class B Certificates are
covered by Sections I and III of PTE 95-60 or (ii) in the case of any such Class
A-PO or Class B Certificate presented for registration in the name of a Plan, or
a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the Trust
Administrator and the Seller to the effect that the purchase or holding of such
Class A-PO or Class B Certificate will not result in the assets of the Trust
Estate being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trust Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trust
<PAGE>
Administrator, the Trustee, the Seller or the Master Servicer. The Class A-PO
and Class B Certificates shall bear a legend referring to the foregoing
restrictions contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Class A-R
or Class A-LR Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R or Class
A-LR Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trust Administrator
with an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trust Administrator an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class A-R or Class A-LR Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class A-R or Class A-LR Certificate will not be disregarded
for federal income tax purposes (any such person who is not covered by clauses
(i), (ii) or (iii) above being referred to herein as a "Non-permitted Foreign
Holder"), and any such purported transfer shall be void and have no effect. The
Trust Administrator shall not execute, and shall not authenticate (or cause the
Authenticating Agent to authenticate) and deliver, a new Class A-R or Class A-LR
Certificate in connection with any such transfer to a disqualified organization
or agent thereof (including a broker, nominee or middleman), an ERISA Prohibited
Holder or a Non-permitted Foreign Holder, and neither the Certificate Registrar
nor the Trust Administrator shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class A-R or Class
A-LR Certificate, unless the transferor shall have provided to the Trust
Administrator an affidavit, substantially in the form attached as Exhibit H
hereto, signed by the transferee, to the effect that the transferee is not such
a disqualified organization, an agent (including a broker, nominee, or
middleman) for any entity as to which the transferee has not received a
substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of the transferee to
any such amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R or Class A-LR
Certificate to disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also contain the statement
of the transferee that (i) the transferee has historically paid its debts as
they have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee will
not transfer the Class A-R or Class A-LR Certificate to any Person who does not
provide an affidavit substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R or Class A-LR Certificate,
shall be accompanied by a written statement in the form attached as Exhibit I
hereto, signed by the transferor, to the effect that as of the time of the
transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to
<PAGE>
clauses (i) and (iii) of the last sentence of the preceding paragraph are not
true. The Class A-R and Class A-LR Certificates shall bear a legend referring to
the foregoing restrictions contained in this paragraph and the preceding
paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest
in any portion of the Class A-R or Class A-LR Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R or Class
A-LR Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class A-R or Class A-LR Certificate as completely
as if such transfer had never occurred, provided that the Master Servicer may,
but is not required to, recover any distributions made to such transferee with
respect to the Class A-R or Class A-LR Certificate, and (ii) the Master Servicer
agrees to furnish to the Internal Revenue Service and to any transferor of the
Class A-R or Class A-LR Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R or Class A-LR Certificate (or portion thereof) for
periods after such transfer. At the election of the Master Servicer, the cost to
the Master Servicer of computing and furnishing such information may be charged
to the transferor or such agent referred to above; however, the Master Servicer
shall in no event be excused from furnishing such information.
SECTION 5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trust Administrator
or the Authenticating Agent, or the Trust Administrator or the Authenticating
Agent receives evidence to its satisfaction of the destruction, loss or theft of
any Certificate, and (ii) there is delivered to the Trust Administrator or the
Authenticating Agent such security or indemnity as may be required by them to
hold each of them harmless, then, in the absence of notice to the Trust
Administrator or the Authenticating Agent that such Certificate has been
acquired by a bona fide purchaser, the Trust Administrator shall execute and
authenticate (or cause the Authenticating Agent to authenticate) and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and principal portion or Percentage
Interest and of the same Class. Upon the issuance of any new Certificate under
this Section, the Trust Administrator or the Certificate Registrar may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expense (including the
fees and expenses of the Trust Administrator or the Authenticating Agent) in
connection therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the Trust
Estate, as if originally issued, whether or not the lost, stolen, or destroyed
Certificate shall be found at any time.
SECTION 5.04. PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar
<PAGE>
may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
4.01, and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
SECTION 5.05. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
(a) If the Trust Administrator is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trust
Administrator, within 15 days after receipt by the Certificate Registrar of a
request by the Trust Administrator in writing, a list, in such form as the Trust
Administrator may reasonably require, of the names and addresses of the
Certificateholders of each Class as of the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar, the
Trust Administrator and the Trustee that neither the Seller, the Master
Servicer, the Certificate Registrar, the Trust Administrator nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names, addresses and Percentage Interests of the Certificateholders
hereunder, regardless of the source from which such information was delivered.
SECTION 5.06. MAINTENANCE OF OFFICE OR AGENCY.
The Trust Administrator will maintain, at its expense, an office or agency
where Certificates may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Certificate Registrar in respect of
the Certificates and this Agreement may be served. The Trust Administrator
initially designates the Corporate Trust Office and the principal corporate
trust office of the Authenticating Agent, if any, as its offices and agencies
for said purposes.
SECTION 5.07. DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trust Administrator in writing
that the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trust Administrator in writing that
it
<PAGE>
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 Trust Administrator through the Clearing Agency and
Clearing Agency Participants in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Beneficial Owners, the Trust Administrator shall notify the Beneficial Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Beneficial Owners requesting the
same. Upon surrender to the Trust Administrator by the Clearing Agency of the
Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trust Administrator shall execute and authenticate
Definitive Certificates for delivery at its Corporate Trust Office. The Master
Servicer shall arrange for, and will bear all costs of, the printing and
issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
SECTION 5.08. NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01. LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Seller and the Master Servicer.
SECTION 6.02. MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER
SERVICER.
Subject to the following paragraph, the Seller and the Master Servicer
each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
SECTION 6.03. LIMITATION ON LIABILITY OF THE SELLER, THE MASTER SERVICER
AND OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor any
of the partners, directors, officers, employees or agents of any of them shall
be under any liability to the Trust Estate or the Certificateholders and all
such Persons shall be held harmless for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect any such
Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either
<PAGE>
may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any Person respecting any matters arising
hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; provided, however, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A and Class B Certificates in the same manner as
Realized Losses are allocated pursuant to Section 4.02(a).
SECTION 6.04. RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
SECTION 6.05. COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal to
the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
SECTION 6.06. ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; provided, however, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee and the
Trust
<PAGE>
Administrator, in the exercise of its reasonable judgment, and executes and
delivers to the Trustee and the Trust Administrator an agreement, in form and
substance reasonably satisfactory to the Trustee and the Trust Administrator,
which contains an assumption by such purchaser or transferee of the due and
punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer hereunder from and after the date
of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, Trust Administrator or the Seller under this Agreement, incurred by it
prior to the time that the conditions contained in clause (i) above are met.
SECTION 6.07. INDEMNIFICATION OF TRUSTEE, TRUST ADMINISTRATOR AND SELLER
BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee, the
Trust Administrator and the Seller and any director, officer or agent thereof
against any loss, liability or expense, including reasonable attorney's fees,
arising out of, in connection with or incurred by reason of willful misfeasance,
bad faith or negligence in the performance of duties of the Master Servicer
under this Agreement or by reason of reckless disregard of its obligations and
duties under this Agreement. Any payment pursuant to this Section made by the
Master Servicer to the Trustee, the Trust Administrator or the Seller shall be
from such entity's own funds, without reimbursement therefor. The provisions of
this Section 6.07 shall survive the termination of this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
SECTION 7.01. EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement which, in either
case, continues unremedied for a period of three business days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(ii) any failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a period
of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make
an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall
<PAGE>
permit another entity to consolidate or merge into it, such that the
resulting entity does not meet the criteria for a successor servicer, as
specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHMLC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator
on behalf of the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02. OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
<PAGE>
SECTION 7.03. DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE
DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04. ACTION UPON CERTAIN FAILURES OF THE MASTER SERVICER AND UPON
EVENT OF DEFAULT.
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or the Trust Administrator may, but
need not if the Trustee or the Trust Administrator, as the case may be, deems it
not in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
SECTION 7.05. TRUST ADMINISTRATOR TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee or the Trust Administrator receives the resignation
of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
6.04, the Trust Administrator on behalf of the Trustee shall be the successor in
all respects to the Master Servicer in its capacity as master servicer under
this Agreement and the transactions set forth or provided for herein and shall
have the rights and powers and be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at
<PAGE>
such time by the Trust Administrator and the Master Servicer, but in no event
more than 25% thereof until the date of final cessation of the Master Servicer's
servicing activities hereunder. Notwithstanding the above, the Trust
Administrator may, if it shall be unwilling to so act, or shall, if it is unable
to so act or to obtain a qualifying bid as described below, appoint, or petition
a court of competent jurisdiction to appoint, any housing and home finance
institution, bank or mortgage servicing institution having a net worth of not
less than $10,000,000 and meeting such other standards for a successor servicer
as are set forth herein, as the successor to the Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder; provided, however, that until such a successor
master servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for
<PAGE>
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 Trust Administrator shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trust Administrator shall
also, within 45 days after the occurrence of any Event of Default known to the
Trust Administrator, give written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register, unless such Event of
Default shall have been cured or waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
SECTION 8.01. DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR.
The Trustee and the Trust Administrator, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee and the Trust Administrator, which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee
and the Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to
the Trustee and the Trust Administrator, and conforming to the
requirements of this Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally
liable with respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with the direction of holders of
Certificates which evidence in the aggregate not less than 25% of the
Voting Interest represented by all Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to
the
<PAGE>
Trustee and the Trust Administrator, or exercising any trust or power
conferred upon the Trustee and the Trust Administrator, under this
Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable
for any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
SECTION 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may request and
rely and shall be protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties and the manner of obtaining consents and evidencing the
authorization of the execution thereof shall be subject to such reasonable
regulations as the Trustee or Trust Administrator, as applicable, may
prescribe;
(ii) Each of the Trustee and the Trust Administrator may consult
with counsel, and any written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall be
personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(iv) Subject to Section 7.04, the Trust Administrator shall not be
accountable, shall have no liability and makes no representation as to any
acts or omissions hereunder of the Master Servicer until such time as the
Trust Administrator may be required to act as Master Servicer pursuant to
Section 7.05 and thereupon only for the acts or omissions of the Trust
Administrator as successor Master Servicer; and
(v) Each of the Trustee and the Trust Administrator may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
<PAGE>
SECTION 8.03. NEITHER TRUSTEE NOR TRUST ADMINISTRATOR REQUIRED TO MAKE
INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, neither the Trustee nor
the Trust Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, Mortgage,
Mortgage Note or other paper or document (provided the same appears regular on
its face), unless requested in writing to do so by holders of Certificates
evidencing in the aggregate not less than 51% of the Voting Interest represented
by all Certificates; provided, however, that if the payment within a reasonable
time to the Trustee or the Trust Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee or the Trust Administrator, not reasonably assured
to the Trustee or the Trust Administrator by the security afforded to it by the
terms of this Agreement, the Trustee or the Trust Administrator may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee or the Trust Administrator, shall
be repaid by the Master Servicer upon demand.
SECTION 8.04. NEITHER TRUSTEE NOR TRUST ADMINISTRATOR LIABLE FOR
CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
SECTION 8.05. TRUSTEE AND TRUST ADMINISTRATOR MAY OWN CERTIFICATES.
Each of the Trustee, the Trust Administrator and any agent thereof, in its
individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent and may transact banking and/or trust business with
the Seller, the Master Servicer or their Affiliates.
SECTION 8.06. THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to each of the Trustee and
the Trust Administrator from time to time, and each of the Trustee and the Trust
Administrator shall be entitled to receive, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the
<PAGE>
execution of the trusts hereby created and in the exercise and performance of
any of the powers and duties hereunder of the Trustee or the Trust
Administrator, as the case may be, and the Master Servicer will pay or reimburse
the Trustee or the Trust Administrator, as the case may be, upon its request for
all reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
SECTION 8.07. ELIGIBILITY REQUIREMENTS.
Each of the Trustee and the Trust Administrator hereunder shall at all
times (i) be a corporation or association having its principal office in a state
and city acceptable to the Seller, organized and doing business under the laws
of such state or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
SECTION 8.08. RESIGNATION AND REMOVAL.
Either of the Trustee or the Trust Administrator may at any time resign
and be discharged from the trust hereby created by giving written notice of
resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee or trust administrator. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee or trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee or trust administrator shall have been
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Trust Administrator, as the case
may be, may petition any court of competent jurisdiction for the appointment of
a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to be
eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall
<PAGE>
become incapable of acting, or an order for relief shall have been entered in
any bankruptcy or insolvency proceeding with respect to such entity, or a
receiver of such entity or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or the Trust Administrator
or of the property or affairs of the Trustee or the Trust Administrator for the
purpose of rehabilitation, conversion or liquidation, or the Master Servicer
shall deem it necessary in order to change the situs of the Trust Estate for
state tax reasons, then the Master Servicer shall remove the Trustee and/or the
Trust Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator and
appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
SECTION 8.09. SUCCESSOR.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be, herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be, all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
<PAGE>
Upon acceptance of appointment by a successor as provided in this Section,
the Master Servicer shall mail notice of the succession of such trustee or trust
administrator hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Master Servicer fails to mail such
notice within ten days after acceptance of the successor trustee or successor
trust administrator, as the case may be, the successor trustee or trust
administrator shall cause such notice to be mailed at the expense of the Master
Servicer.
SECTION 8.10. MERGER OR CONSOLIDATION.
Any Person into which either the Trustee or the Trust Administrator may be
merged or converted or with which it may be consolidated, to which it may sell
or transfer its corporate trust business and assets as a whole or substantially
as a whole or any Person resulting from any merger, sale, transfer, conversion
or consolidation to which the Trustee or the Trust Administrator shall be a
party, or any Person succeeding to the business of such entity, shall be the
successor of the Trustee or Trust Administrator, as the case may be, hereunder;
provided, however, that (i) such Person shall be eligible under the provisions
of Section 8.07, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, and (ii) the Trustee or the Trust Administrator, as the case
may be, shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee or the Trust Administrator, as the case may be.
SECTION 8.11. AUTHENTICATING AGENT.
The Trust Administrator may appoint an Authenticating Agent, which shall
be authorized to act on behalf of the Trust Administrator in authenticating
Certificates. Wherever reference is made in this Agreement to the authentication
of Certificates by the Trust Administrator or the Trust Administrator's
countersignature, such reference shall be deemed to include authentication on
behalf of the Trust Administrator by the Authenticating Agent and a certificate
of authentication executed on behalf of the Trust Administrator by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
<PAGE>
The Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee, the Trust
Administrator, the Seller and the Master Servicer. The Trust Administrator may
at any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trust Administrator. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
SECTION 8.12. SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any
<PAGE>
law of any jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the Master
Servicer hereunder) the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Estate or any
portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13. APPOINTMENT OF CUSTODIANS.
The Trust Administrator may at any time on or after the Closing Date, with
the consent of the Master Servicer and the Seller, appoint one or more
Custodians to hold all or a portion of the Owner Mortgage Loan Files as agent
for the Trust Administrator, by entering into a Custodial Agreement. Subject to
this Article VIII, the Trust Administrator agrees to comply with the terms of
each Custodial Agreement and to enforce the terms and provisions thereof against
the
<PAGE>
Custodian for the benefit of the Certificateholders. Each Custodian shall be a
depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $10,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Owner
Mortgage Loan File. Each Custodial Agreement may be amended only as provided in
Section 10.01(a).
SECTION 8.14. TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee, the Trust Administrator and the Master Servicer
covenants and agrees that it shall perform its duties hereunder in a manner
consistent with the REMIC Provisions and shall not knowingly take any action or
fail to take any action that would (i) affect the determination of the Trust
Estate's status as two separate REMICs; or (ii) cause the imposition of any
federal, state or local income, prohibited transaction, contribution or other
tax on either the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate.
The Master Servicer, or, in the case of any tax return or other action required
by law to be performed directly by the Trust Administrator, the Trust
Administrator, shall (i) prepare or cause to be prepared, timely cause to be
signed by the Trustee and file or cause to be filed annual federal and
applicable state and local income tax returns for each of the Upper-Tier REMIC
and the Lower-Tier REMIC using a calendar year as the taxable year and the
accrual method of accounting; (ii) in the first such federal tax returns, make,
or cause to be made, elections satisfying the requirements of the REMIC
Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier REMIC
and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward, or
cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trust Administrator and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-PO
and Class A-R Certificates, the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates and the interests in the Lower-Tier REMIC
represented by the Class A-L1, Class A-L2, Class A-L3, Class A-L4, Class A-L6,
Class A-LPO, Class A-LUR, Class B-L1, Class B-L2, Class B-L3, Class B-L4, Class
B-L5 and Class B-L6 Interests and the Class A-LR Certificate; (viii) exercise
reasonable care not to allow
<PAGE>
the occurrence of any "prohibited transactions" within the meaning of Code
Section 860F(a), unless the Master Servicer shall have provided an Opinion of
Counsel to the Trustee that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject either the Upper-Tier REMIC or Lower-Tier REMIC or
the Trust Estate to tax or (c) cause the Trust Estate to fail to qualify as two
separate REMICs; (ix) exercise reasonable care not to allow either the
Upper-Tier REMIC or the Lower-Tier REMIC to receive income from the performance
of services or from assets not permitted under the REMIC Provisions to be held
by a REMIC; (x) pay (on behalf of the Upper-Tier REMIC or the Lower-Tier REMIC)
the amount of any federal income tax, including, without limitation, prohibited
transaction taxes, taxes on net income from foreclosure property, and taxes on
certain contributions to a REMIC after the Startup Day, imposed on the
Upper-Tier REMIC or Lower-Tier REMIC, as the case may be, when and as the same
shall be due and payable (but such obligation shall not prevent the Master
Servicer or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the Upper-Tier REMIC or the
Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d),
and the Master Servicer is hereby designated as agent of the Class A-R and Class
A-LR Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class A-R and Class A-LR Certificates shall be tax
matters persons in accordance with the REMIC Provisions). The Master Servicer
shall be entitled to be reimbursed pursuant to Section 3.02 for any taxes paid
by it pursuant to clause (x) of the preceding sentence, except to the extent
that such taxes are imposed as a result of the bad faith, willful misfeasance or
gross negligence of the Master Servicer in the performance of its obligations
hereunder. The Trust Administrator's sole duties with respect to the Upper-Tier
REMIC and Lower Tier REMIC are to sign the tax returns referred to in clause (i)
of the second preceding sentence and to comply with written directions from the
Master Servicer or the Trustee.
In order to enable the Master Servicer, the Trust Administrator or the
Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to the
Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in
<PAGE>
preparing any of the federal, state and local tax returns of the Upper-Tier
REMIC and Lower-Tier REMIC as described above. In the event that the Trust
Administrator prepares any of the federal, state and local tax returns of the
Upper-Tier REMIC or Lower-Tier REMIC as described above, the Trust Administrator
hereby indemnifies the Seller, the Master Servicer and the Trustee for any
losses, liabilities, damages, claims or expenses of the Seller, the Master
Servicer or the Trustee arising from the Trust Administrator's willful
misfeasance, bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each of
the Master Servicer, the Trust Administrator and the Trustee shall pay from its
own funds, without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee to, respectively,
perform its obligations under this Section 8.14.
SECTION 8.15. MONTHLY ADVANCES.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trust Administrator shall make a Periodic Advance as
required by Section 3.03 hereof; provided, however, the Trust Administrator
shall not be required to make such Periodic Advances if prohibited by law or if
it determines that such Periodic Advance would be a Nonrecoverable Advance. With
respect to those Periodic Advances which should have been made by Norwest
Mortgage, the Trust Administrator shall be entitled, pursuant to Section
3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the Certificate Account
for Periodic Advances and Nonrecoverable Advances made by it.
<PAGE>
ARTICLE IX
TERMINATION
SECTION 9.01. TERMINATION UPON PURCHASE BY THE SELLER OR LIQUIDATION OF
ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and responsibilities
of the Seller, the Master Servicer, the Trust Administrator and the Trustee
created hereby (other than the obligation of the Trust Administrator to make
certain payments after the Final Distribution Date to Certificateholders and the
obligation of the Master Servicer to send certain notices as hereinafter set
forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding paragraph are subject to Section 9.02
and conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trust Administrator
for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer (if it is exercising its right to purchase the assets of
the Trust Estate) or by the Trust Administrator (in any other case) by letter
<PAGE>
to Certificateholders mailed not earlier than the 15th day of the month
preceding the month of such final distribution and not later than the twentieth
day of the month of such final distribution specifying (A) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the Trust
Administrator therein designated, (B) the amount of any such final payment and
(C) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified. If the Master Servicer is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class A-R and Class A-LR Certificates, the amounts, if any,
which remain on deposit in the Upper-Tier Certificate Account and the
Certificate Account, respectively (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(ii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the Trust Administrator
of any Periodic Advances, is insufficient to pay in full the amounts set forth
in clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the
amount available for distribution to Certificateholders shall be allocated in
reduction of the amounts otherwise distributable on the Final Distribution Date
in the same manner as Realized Losses are allocated pursuant to Sections 4.02(b)
and 4.02(g) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trust Administrator shall on such date cause
all funds, if any, in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer (if
it exercised its right to purchase
<PAGE>
the assets of the Trust Estate) or the Trust Administrator (in any other case)
shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trust
Administrator may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds on deposit in such escrow account.
SECTION 9.02. ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trust Administrator has received an Opinion of Counsel to the effect
that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as of the date of
such notice (or, if earlier, the date on which the first such notice is
mailed to Certificateholders). The Master Servicer shall also specify such
date in a statement attached to the final tax returns of the Upper-Tier
REMIC and Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and shall
distribute such cash within 90 days of such adoption in the manner
specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01. AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee, without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions herein or therein,
(iii) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of the Trust Estate as two
separate REMICs at all times that any Certificates are outstanding or to avoid
or minimize the risk of the imposition of any federal tax on the Trust Estate,
the Upper-Tier REMIC or the Lower-Tier REMIC pursuant to the Code that would be
a claim against the Trust Estate, provided that (a) the Trustee and the Trust
Administrator have received an Opinion of Counsel to the effect that such action
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Upper-Tier Certificate Account and Certificate Account
provided that (a) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the then-current rating of the
Certificates as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders will
be subject to a tax caused by a transfer to a non-permitted transferee and (vi)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer, the Trust Administrator and the Trustee
with the consent of the Holders of Certificates evidencing in the aggregate not
less than 66-2/3% of the 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
<PAGE>
Holders of Certificates of such Class evidencing, as to such Class, Voting
Interests aggregating not less than 66-2/3% or (iii) reduce the aforesaid
percentage of Certificates of any Class the Holders of which are required to
consent to any such amendment, without the consent of the Holders of all
Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, neither the
Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trust Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the Master
Servicer may, from time to time, amend Schedule I hereto without the consent of
any Certificateholder, the Trust Administrator 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 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:
(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 Trust Administrator.
<PAGE>
SECTION 10.02. RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trust Administrator, but
only upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trust Administrator a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
evidencing not less than 25% of the Voting Interest represented by all
Certificates shall have made written request upon the Trust Administrator to
institute such action, suit or proceeding in its own name as Trust Administrator
hereunder and shall have offered to the Trust Administrator such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trust Administrator, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trust Administrator, that no one or more
Holders of Certificates shall have any right in any manner whatever by virtue or
by availing of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or
<PAGE>
preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner herein provided and for the benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section, each and every Certificateholder and the Trust Administrator shall be
entitled to such relief as can be given either at law or in equity.
SECTION 10.04. GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the State
of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05. NOTICES.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Seller, (ii) in the case of the
Master Servicer, to Norwest Bank Minnesota, National Association, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Vice President or such other
address as may hereafter be furnished to the Seller and the Trustee in writing
by the Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust
Office and (iv) in the case of the Trust Administrator, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee or the Trust Administrator, in
each case Attention: Corporate Trust Department. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice, provided, however, that any demand, notice
or communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, the Trust Administrator, such Servicer or a
Certificateholder.
SECTION 10.06. SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
<PAGE>
SECTION 10.07 . SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trust Administrator 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 or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust administrator
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(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.
<PAGE>
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 6.50% 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 $400,006,987.55.
SECTION 11.04. ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 96.09547893%
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 $ 14,900,000.00
Class A-2 $ 16,700,000.00
Class A-3 $ 55,000,000.00
Class A-4 $ 44,570,000.00
Class A-6 $157,600,000.00
Class A-7 $ 20,378,000.00
Class A-8 $ 9,900,000.00
Class A-9 $ 1,300,000.00
Class A-10 $ 3,600,000.00
Class A-PO $ 458,325.88
Class A-R $ 100.00
Class A-LR $ 100.00
SECTION 11.05(A). ORIGINAL CLASS A-5 NOTIONAL AMOUNT.
The Original Class A-5 Notional Amount is $2,812,615.38.
SECTION 11.06. ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is $383,948,200.00.
<PAGE>
SECTION 11.07. ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 3.90452107%.
SECTION 11.08. ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 1.40158147%.
SECTION 11.09. ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 1.35152499%.
SECTION 11.10. ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.45050833%.
SECTION 11.11. ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.30033889%.
SECTION 11.12. ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.20022592%.
SECTION 11.13. ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.20034147%.
SECTION 11.14. ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $15,600,461.67.
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 $5,600,000.00
Class B-2 $5,400,000.00
Class B-3 $1,800,000.00
Class B-4 $1,200,000.00
Class B-5 $ 800,000.00
Class B-6 $ 800,461.67
SECTION 11.16. ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 2.50293959%.
<PAGE>
SECTION 11.17. ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 1.15141461%.
SECTION 11.18. ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.70090628%.
SECTION 11.19. ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.40056739%.
SECTION 11.20. ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.20034147%.
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 $40,000,698.76 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.23. WIRE TRANSFER ELIGIBILITY.
With respect to the Class A (other than the Class A-5, Class A-PO, Class
A-R and Class A-LR Certificates) and the Class B Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is $500,000.
With respect to the Class A-5 and Class A-PO Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is 100%
Percentage Interest. The Class A-R and Class A-LR Certificates are not eligible
for wire transfer.
SECTION 11.24. SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates (other than
the Class A-5, Class A-PO, Class A-R and Class A-LR Certificates) and each Class
of the Class B Certificates (other than the Class B-4, Class B-5 and Class B-6
Certificates) represents a $100,000 Denomination. A Single Certificate for the
Class A-R and Class A-LR Certificates represents a $100 Denomination. A Single
Certificate for the Class B-4, Class B-5 and Class B-6 Certificates represents a
$250,000 Denomination. A Single Certificate for the Class A-5 Certificates
represents a $2,812,615 Denomination. A Single Certificate for the Class A-PO
Certificates represents a $458,325.88 Denomination.
<PAGE>
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, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By:
------------------------------------
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:
------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
as Trust Administrator
By:
------------------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
-------------------------
Title:
------------------------
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
By:
------------------------------------
Name:
Title:
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 23rd day of December, 1998, before me, a notary public in and for
the State of Maryland, personally appeared Alan McKenney, known to me who, being
by me duly sworn, did depose and say that he resides at McLean, Virginia; that
he is a Vice President of Norwest Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 23rd day of December, 1998, before me, a notary public in and for
the State of Maryland, personally appeared Nancy E. Burgess, known to me who,
being by me duly sworn, did depose and say that she resides at Frederick,
Maryland; that she is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF _______________)
ss.:
COUNTY OF )
On this 23rd day of December, 1998, before me, a notary public in and for
_________________, personally appeared ___________________, known to me who,
being by me duly sworn, did depose and say that s/he resides at
_________________, _________________; that s/he is a ____________________ of
United States Trust Company of New York, a ________________, one of the parties
that executed the foregoing instrument; and that s/he signed his/her name
thereto by order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 23rd 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 1998-34 Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ ------------------
Norwest Mortgage, Inc. Exhibit F-1 Prior Month Prior Month
Norwest Mortgage, Inc. Exhibit F-2 Mid-Month Mid-Month
The Huntington Mortgage Company Mid-Month Prior Month
HomeSide Lending Prior Month Prior Month
GMAC Mortgage Corporation Mid-Month Prior Month
SunTrust Mortgage, Inc. Mid-Month Prior Month
National City Mortgage Company Mid-Month Prior Month
Bank United Mid-Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
Bank of Oklahoma, N.A. Mid-Month Prior Month
First Union Mortgage Corporation Mid-Month Prior Month
America First Credit Union Mid-Month Prior Month
Marine Midland Mortgage Mid-Month Prior Month
Corporation
Merrill Lynch Credit Corporation Mid-Month Prior Month
Hibernia National Bank Mid-Month Prior Month
Columbia National, Inc. Mid-Month Prior Month
Bank of America, NT & SA Mid-Month Prior Month
Home Savings of America Mid-Month Prior Month
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-34 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R HS 1 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
<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"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.350% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
A-1-2
<PAGE>
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-1-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
A-1-4
<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 1998-34 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R HT 9 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
<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"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.300% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
A-2-2
<PAGE>
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-2-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
A-2-4
<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 1998-34 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR 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.: 66937R HU 6 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
<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"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-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 6.350% 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 Trust Administrator for
that purpose in the notice of final distribution.
A-3-2
<PAGE>
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-3-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
A-3-4
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY 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 1998-34 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R HV 4 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 23, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 6.400% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
A-4-2
<PAGE>
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-4-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
A-4-4
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-34 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE
MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R HW 2 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $ (Initial Class A-5
by this Certificate: % Notional Amount)
Final Scheduled Maturity Date: January 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 23, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-5
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-5 Certificates each month in an amount equal to the
product of (i) 1/12 of 6.50% and (ii) the Class A-5 Notional Amount as of the
related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
A-5-2
<PAGE>
This Certificate is issued on December 23, 1998, at an issue price
of 12.22222% of the initial Class A Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming that this Certificate pays in accordance with projected
cash flows reflecting the prepayment assumption of 275% SPA (as defined in the
Prospectus Supplement dated December 17, 1998 with respect to the offering of
the Class A Certificates (except the Class A-PO Certificate), the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial Class A Notional Amount is
approximately 11.78858476%; and (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 36.87%. 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 Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-5-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
A-5-4
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-34 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R HX 0 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 23, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 6.50% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
A-6-2
<PAGE>
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-6-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
A-6-4
<PAGE>
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY 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 1998-34 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R HY 8 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
<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-7 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 23, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of the Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be 6.50% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-7 Certificates
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and
A-7-2
<PAGE>
surrender of this Certificate at the office or agency specified by the Trust
Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on December 23, 1998, at an issue price
of 100.22144%, including accrued interest, and a stated redemption price at
maturity equal to the sum of its initial principal balance and all interest
distributions hereon (whether current or accrued), and is issued with original
issue discount ("OID") for federal income tax purposes. Assuming that this
Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 275% SPA (as defined in the Prospectus Supplement dated
December 17, 1998 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificate), the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
6.96831742%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 6.26%.
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 Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-7-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
A-7-4
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY 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 1998-34 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R HZ 5 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
<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-8 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 23, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-8 Certificates required to be distributed to
Holders of the Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-8 Certificates applicable to each Distribution Date will be 6.50% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-8 Certificates
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-8 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and
A-8-2
<PAGE>
surrender of this Certificate at the office or agency specified by the Trust
Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on December 23, 1998, at an issue price
of 94.93784%, including accrued interest, and a stated redemption price at
maturity equal to the sum of its initial principal balance and all interest
distributions hereon (whether current or accrued), and is issued with original
issue discount ("OID") for federal income tax purposes. Assuming that this
Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 275% SPA (as defined in the Prospectus Supplement dated
December 17, 1998 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificate), the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
196.73204313%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 6.82%.
There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-8-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
A-8-4
<PAGE>
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY 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 1998-34 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R JA 8 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
<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-9 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 23, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-9 Certificates required to be distributed to
Holders of the Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 6.50% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-9 Certificates
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency
A-9-2
<PAGE>
of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on December 23, 1998, at an issue price
of 87.31828%, including accrued interest, and a stated redemption price at
maturity equal to the sum of its initial principal balance and all interest
distributions hereon (whether current or accrued), and is issued with original
issue discount ("OID") for federal income tax purposes. Assuming that this
Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 275% SPA (as defined in the Prospectus Supplement dated
December 17, 1998 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificate), the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
381.83989470%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 7.07%.
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 Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-9-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
A-9-4
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY 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 1998-34 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R JB 6 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
<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-10 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 23, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-10 Certificates required to be distributed
to Holders of the Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-10 Certificates applicable to each Distribution Date will be 6.50% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
A-10-2
<PAGE>
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-10-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
A-10-4
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-34, CLASS A-PO
evidencing an interest in a pool of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
A-PO-2
<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"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class 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
A-PO-3
<PAGE>
(b) the last date on which the Seller or any affiliate thereof was a Holder of
the Certificates proposed to be transferred, and unless such transfer is made in
reliance on Rule 144A of the Securities Act of 1933, as amended, the Trust
Administrator or the Seller may require the Holder to deliver an opinion of
counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller that such transfer is exempt (describing the
applicable exemption and the basis therefor) from or is being made pursuant to
the registration requirements of the Securities Act of 1933, as amended, and of
any applicable statute of any state. The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trustee against any liability that may result if the transfer is
not so exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trust Administrator will also require (i)
a representation letter, in the form as described in the Agreement, stating that
the transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (ii) if such transferee is a Plan,
(a) an opinion of counsel acceptable to and in form and substance satisfactory
to the Trust Administrator and the Seller with respect to certain matters and
(b) such other documentation as the Seller or the Master Servicer may require,
as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on December 23, 1998, at an issue price
of 67.78125% 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 17, 1998 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificate), the
Class B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate:
(i) the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 32.21875000%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 7.28%. 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 Trust Administrator by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-PO-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
A-PO-5
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-34, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R JC 4 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: January 25, 2029
A-R-2
<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"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.50% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
A-R-3
<PAGE>
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-R-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
A-R-5
<PAGE>
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-34, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R JD 2 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: January 25, 2029
A-LR-2
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-LR Certificate with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 23, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-LR Certificate required to be distributed to
the Holder of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 6.50% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
A-LR-3
<PAGE>
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
A-LR-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
A-LR-5
<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 1998-34, CLASS B-1
evidencing an interest in a pool of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R JE 0 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
B-1-2
<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"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates 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 6.50% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
B-1-3
<PAGE>
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on December 23, 1998, and based on its
issue price of 96.52222%, 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 17, 1998 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
3.47777778%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 6.98%. 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 Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
B-1-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
B-1-5
<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 1998-34, CLASS B-2
evidencing an interest in a pool of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R JF 7 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
B-2-2
<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"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and 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
6.50% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the
B-2-3
<PAGE>
form as described in the Agreement, stating either (a) that the transferee is
not a Plan and is not acting on behalf of a Plan or using the assets of a Plan
to effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller with respect to certain matters and (b)
such other documentation as the Seller or the Master Servicer may require, as
described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on December 23, 1998, and based on its
issue price of 93.99837%, 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 17, 1998 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
6.00162778%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 7.34%. 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 Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
B-2-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
B-2-5
<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 1998-34, CLASS B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R JG 5 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
B-3-2
<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"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and 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
6.50% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the
B-3-3
<PAGE>
form as described in the Agreement, stating either (a) that the transferee is
not a Plan and is not acting on behalf of a Plan or using the assets of a Plan
to effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller with respect to certain matters and (b)
such other documentation as the Seller or the Master Servicer may require, as
described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on December 23, 1998, and based on its
issue price of 87.85453%, 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 17, 1998 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
12.14546778%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 8.29%. 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 Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
B-3-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
B-3-5
<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 1998-34, CLASS B-4
evidencing an interest in a pool of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R JH 3 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
B-4-2
<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"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and 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
6.50% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable
B-4-3
<PAGE>
state securities laws or is made in accordance with said Act and laws. In the
event that such a transfer is desired to be made by the Holder hereof, (i) the
transferee will be required to execute an investment letter in the form
described in the Agreement and (ii) if such transfer is to be made within three
years from the later of (a) the date of initial issuance of the Certificates or
(b) the last date on which the Seller or any affiliate thereof was a Holder of
the Certificates proposed to be transferred, and unless such transfer is made in
reliance on Rule 144A of the Securities Act of 1933, as amended, the Trust
Administrator or the Seller may require the Holder to deliver an opinion of
counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller that such transfer is exempt (describing the
applicable exemption and the basis therefor) from or is being made pursuant to
the registration requirements of the Securities Act of 1933, as amended, and of
any applicable statute of any state. The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on December 23, 1998, and based on its
issue price of 68.06903%, 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 17, 1998 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
31.93096778%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 12.14%. 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 Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
B-4-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
B-4-5
<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 1998-34, CLASS B-5
evidencing an interest in a pool of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R JJ 9 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
B-5-2
<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"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and 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
6.50% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable
B-5-3
<PAGE>
state securities laws or is made in accordance with said Act and laws. In the
event that such a transfer is desired to be made by the Holder hereof, (i) the
transferee will be required to execute an investment letter in the form
described in the Agreement and (ii) if such transfer is to be made within three
years from the later of (a) the date of initial issuance of the Certificates or
(b) the last date on which the Seller or any affiliate thereof was a Holder of
the Certificates proposed to be transferred, and unless such transfer is made in
reliance on Rule 144A of the Securities Act of 1933, as amended, the Trust
Administrator or the Seller may require the Holder to deliver an opinion of
counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller that such transfer is exempt (describing the
applicable exemption and the basis therefor) from or is being made pursuant to
the registration requirements of the Securities Act of 1933, as amended, and of
any applicable statute of any state. The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on December 23, 1998, and based on its
issue price of 51.30880%, 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 17, 1998 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
48.69119778%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 16.99%. 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 Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
B-5-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
B-5-5
<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 1998-34, CLASS B-6
evidencing an interest in a pool of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 1998
CUSIP No.: 66937R JK 6 First Distribution Date: January 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2029
B-6-2
<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"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and 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
6.50% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable
B-6-3
<PAGE>
state securities laws or is made in accordance with said Act and laws. In the
event that such a transfer is desired to be made by the Holder hereof, (i) the
transferee will be required to execute an investment letter in the form
described in the Agreement and (ii) if such transfer is to be made within three
years from the later of (a) the date of initial issuance of the Certificates or
(b) the last date on which the Seller or any affiliate thereof was a Holder of
the Certificates proposed to be transferred, and unless such transfer is made in
reliance on Rule 144A of the Securities Act of 1933, as amended, the Trust
Administrator or the Seller may require the Holder to deliver an opinion of
counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller that such transfer is exempt (describing the
applicable exemption and the basis therefor) from or is being made pursuant to
the registration requirements of the Securities Act of 1933, as amended, and of
any applicable statute of any state. The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on December 23, 1998, and based on its
issue price of 19.77222%, 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 17, 1998 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
80.22777778%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 41.27%. 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 Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
B-6-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
B-6-5
<PAGE>
EXHIBIT C
[Form of Reverse of Series 1998-34 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-34
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trust Administrator, as applicable, of advances made by
such Servicer, the Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the Voting Interests of each Class of Certificates affected thereby. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain circumstances without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
<PAGE>
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the
Trustee and the Certificate Registrar, and any agent of the Seller, the Master
Servicer, the Trust Administrator, the Trustee or the Certificate Registrar, may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Seller, the Master Servicer, the Trust
Administrator, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
C-2
<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
C-3
<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.
C-4
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trust Administrator (including
its successors under the Pooling and Servicing Agreement defined below, the
"Trust Administrator"), NORWEST ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer, the Trust Administrator
and United States Trust Company of New York, as trustee, have entered into a
Pooling and Servicing Agreement dated as of December 23, 1998 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1998-34 (as in effect on
the date of this Agreement, the "Original Pooling and Servicing Agreement", and
as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trust Administrator, the
Seller, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial
Files. The Custodian, as the duly appointed agent of the Trust Administrator for
these purposes, acknowledges
<PAGE>
receipt of the Mortgage Notes, the Mortgages, the assignments and other
documents relating to the Mortgage Loans identified on the schedule attached
hereto and declares that it holds and will hold such Mortgage Notes, Mortgages,
assignments and other documents and any similar documents received by the Trust
Administrator subsequent to the date hereof (the "Custodial Files") as agent for
the Trust Administrator, in trust, for the use and benefit of all present and
future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trust Administrator of Mortgage Notes
and related Mortgages that have not been recorded, each such assignment shall be
delivered by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If
in performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5. Custodian to Cooperate; Release of Custodial Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall immediately notify the
Custodian by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Certificate Account pursuant
to Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the
E-2
<PAGE>
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account to the extent required by the Pooling and Servicing
Agreement or (ii) the Custodial File or such document has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Custodial File or such document were delivered and the purpose or purposes of
such delivery. In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver such receipt with respect thereto to the Master Servicer upon
deposit of the related Liquidation Proceeds in the Certificate Account to the
extent required by the Pooling and Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trust
Administrator. With respect to each Mortgage Note, Mortgage and other documents
constituting each Custodian File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the Trust Administrator, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Custodial File shall be delivered by the Custodian to the Seller or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
E-3
<PAGE>
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In
such event, the Trust Administrator shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trust Administrator shall give prompt notice to the Seller and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall have been appointed and accepted appointment by the Trust Administrator
without the prior approval of the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has
E-4
<PAGE>
a combined capital and surplus of at least $10,000,000 and is qualified to do
business in the jurisdiction in which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trust Administrator shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trust
Administrator shall give prompt notice to the Custodian of any amendment or
supplement to the Pooling and Servicing Agreement and furnish the Custodian with
written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
E-5
<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:______________________________________
E-6
<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]
E-7
<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]
E-8
<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]
E-9
<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]
E-10
<PAGE>
EXHIBIT F-1
Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland
<TABLE>
NASCOR
NMI / 1998-34 Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
- ------- --------------------- ------- ------- -------- -------- -------- -------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- ------- --------------------- ------- ------- -------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6421137 PEPPERELL MA 01463 SFD 7.125 6.500 $2,048.10 360 1-Sep-28
7351125 NORTHBROOK IL 60062 SFD 7.000 6.500 $2,162.23 360 1-Nov-28
</TABLE>
TABLE (CONTINUED)
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----------- ------------- ------- ------- ---------- ------- -------- ------- ---------
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ----------- ------------- ------- ------- --------- ------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
6421137 $303,266.36 80.00 0.250 0.017 0.358
7351125 $324,733.60 59.09 0.250 0.017 0.233
$627,999.96
</TABLE>
<PAGE>
EXHIBIT F-2
Schedule of Mortgage Loans Serviced by Norwest Mortgage in Frederick,
Maryland
<TABLE>
NASCOR
NMI / 1998-34 Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
- ------- --------------------- ------- ------- -------- -------- -------- -------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- ------- --------------------- ------- ------- -------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4648171 GEORGETOWN SC 29440 SFD 7.125 6.500 $3,031.74 360 1-Oct-28
4701851 MILLNECK NY 11765 SFD 7.125 6.500 $3,435.97 360 1-Oct-28
4711637 DANVILLE IN 46122 SFD 7.000 6.500 $1,929.38 360 1-Nov-28
4745408 SAN CLEMENTE CA 92673 SFD 7.000 6.500 $2,104.35 360 1-Oct-28
4758750 STEWARTSVILLE NJ 08886 SFD 7.500 6.500 $ 1,774.61 360 1-Dec-28
4767131 PHOENIX AZ 85027 SFD 7.500 6.500 $ 1,831.95 360 1-Jul-28
4770755 MUNDELEIN IL 60060 SFD 7.500 6.500 $1,893.62 360 1-Jun-28
4772347 BELLE MEAD NJ 08502 SFD 6.750 6.483 $ 2,088.49 360 1-Nov-28
4785806 LIBERTYVILLE IL 60048 SFD 7.000 6.500 $1,663.26 360 1-Dec-28
4803206 CLINTON TOWNSHIP NJ 08801 SFD 6.875 6.500 $1,938.60 360 1-Sep-28
4805491 DUBLIN OH 43017 SFD 7.250 6.500 $ 2,037.66 360 1-Jul-28
4809567 BROOKLYN NY 11226 SFD 7.125 6.500 $ 2,667.93 360 1-Nov-28
4816641 VERNON HILLS IL 60061 SFD 7.375 6.500 $2,037.50 360 1-Oct-28
4821007 DARIEN CT 06820 SFD 6.125 5.858 $ 1,585.87 360 1-Sep-28
4823510 PLAINVIEW NY 11803 SFD 7.375 6.500 $ 1,750.87 360 1-Dec-28
4824784 CHADDSFORD PA 19317 PUD 7.125 6.500 $ 2,209.80 360 1-Jun-28
4825276 LITTLE NECK NY 11363 SFD 7.375 6.500 $ 1,740.51 360 1-Nov-28
4826046 CHEVY CHASE MD 20815 SFD 7.375 6.500 $ 2,072.03 360 1-Oct-28
4827429 WOODBURY NY 11797 SFD 7.250 6.500 $4,434.15 360 1-Oct-28
4829025 MORTON GROVE IL 60053 SFD 7.750 6.500 $ 931.34 360 1-Oct-28
4831105 WEST HAMPTON BEACH NY 11978 SFD 7.875 6.500 $ 3,422.33 360 1-Feb-28
4831914 CARMEL IN 46033 SFD 6.625 6.358 $ 2,561.25 360 1-Sep-28
4831933 CULLMAN AL 35057 SFD 7.125 6.500 $ 1,762.45 360 1-Sep-28
4832625 LOS ANGELES CA 90049 HCO 7.375 6.500 $ 1,959.45 360 1-Nov-28
4832767 PELHAM MANOR NY 10803 SFD 7.125 6.500 $3,018.26 360 1-Sep-28
4832937 CHARLOTTE NC 28203 LCO 7.500 6.500 $ 833.81 360 1-Aug-28
4837280 LOGANVILLE GA 30052 SFD 7.500 6.500 $ 3,391.19 360 1-Oct-28
4839633 TUSTIN CA 92780 SFD 7.000 6.500 $ 1,913.41 360 1-Oct-28
4840169 TOLUCA LAKE AREA LOS ANGE CA 91602 SFD 7.250 6.500 $5,048.10 360 1-Oct-28
4840371 EAGLE ID 83616 SFD 7.125 6.500 $ 2,176.11 360 1-Oct-28
4840824 AVALON NJ 08202 SFD 7.500 6.500 $ 2,796.86 360 1-Nov-28
4841141 DOBBS FERRY NY 10522 SFD 7.125 6.500 $1,967.26 360 1-Sep-28
4841337 CLINTON NJ 08809 SFD 6.750 6.483 $1,686.36 360 1-Dec-28
4841772 REDDING CA 96003 SFD 7.250 6.500 $1,009.62 360 1-Aug-28
4842774 CINCINNATI OH 45244 SFD 7.625 6.500 $ 2,116.30 360 1-Sep-28
4844534 LEONARDTOWN MD 20650 SFD 7.000 6.500 $1,969.30 360 1-Nov-28
4845730 DOWNEY CA 90240 SFD 7.375 6.500 $ 1,817.86 360 1-Aug-28
4846034 NORTHRIDGE CA 91324 SFD 7.250 6.500 $ 845.90 360 1-Aug-28
4846999 DEEPHAVEN MN 55391 SFD 7.500 6.500 $ 2,517.18 360 1-Nov-28
4847740 BROOKLYN NY 11219 MF2 7.750 6.500 $ 3,223.86 360 1-Sep-28
4848806 CINCINNATI OH 45243 SFD 7.125 6.500 $ 2,930.68 360 1-Oct-28
4848807 DUBLIN OH 43017 SFD 7.250 6.500 $ 2,251.18 360 1-Oct-28
4849104 DAVIDSONVILLE MD 21035 SFD 7.000 6.500 $2,574.00 240 1-Nov-18
4849172 SHORT HILLS NJ 07078 SFD 7.375 6.500 $ 2,320.67 360 1-Sep-28
4849210 WILTON CT 06897 SFD 6.000 5.733 $ 1,558.84 360 1-Oct-28
4849662 GRAFTON MA 01519 SFD 7.250 6.500 $ 2,123.61 360 1-Aug-28
4849760 POWAY CA 92064 SFD 7.375 6.500 $ 1,795.76 360 1-Nov-28
4850089 LYNNFIELD MA 01940 SFD 7.375 6.500 $ 2,417.37 360 1-Nov-28
4851076 LEAWOOD KS 66211 SFD 7.250 6.500 $ 2,694.60 360 1-Nov-28
4852227 SANTA CRUZ CA 95065 SFD 7.125 6.500 $2,391.70 360 1-Nov-28
4852753 EASTON MA 02356 SFD 7.250 6.500 $ 2,114.75 360 1-Nov-28
4852903 HUNTINGTON BEACH CA 92646 SFD 7.625 6.500 $ 1,971.91 360 1-Aug-28
4853021 SYOSSET NY 11791 SFD 7.500 6.500 $2,120.72 360 1-Nov-28
4853083 OLDSMAR FL 34677 SFD 7.500 6.500 $1,964.26 351 1-Jan-28
4853104 DIX HILLS NY 11746 SFD 7.375 6.500 $2,094.13 360 1-Oct-28
4854575 CHESTERFIELD MO 63005 SFD 7.250 6.500 $ 2,694.60 360 1-Nov-28
4854794 PLANO TX 75093 SFD 7.250 6.500 $2,674.14 360 1-Oct-28
4855372 AUBURN AL 36830 SFD 7.250 6.500 $ 1,953.76 360 1-Oct-28
4855432 LOS ANGELES CA 90046 SFD 7.600 6.500 $ 2,471.27 360 1-Aug-28
4855440 HACIENDA HEIGHTS CA 91745 SFD 7.650 6.500 $ 1,761.73 360 1-Aug-28
4855860 BASKING RIDGE NJ 07920 SFD 7.375 6.500 $2,065.12 360 1-Dec-28
4856299 CALIFORNIA KY 41007 SFD 7.250 6.500 $ 2,046.53 360 1-Oct-28
4856373 HUNTINGTON NY 11743 SFD 7.500 6.500 $ 2,167.56 360 1-Nov-28
4856450 BROOKLINE MA 02146 MF2 7.250 6.500 $2,182.97 360 1-Nov-28
4856475 BURNEY CA 96013 SFD 7.500 6.500 $ 408.34 360 1-Sep-28
4856593 LOS GATOS CA 95030 SFD 7.125 6.500 $ 1,856.77 360 1-Dec-28
4856626 SAN MATEO CA 94403 SFD 7.500 6.500 $ 2,097.64 360 1-Sep-28
4856733 LAKE STEVENS WA 98258 SFD 7.125 6.500 $ 1,708.55 360 1-Nov-28
4857184 SAN JOSE CA 95120 SFD 7.250 6.500 $ 1,978.31 360 1-Nov-28
4858113 LOS ANGELES CA 90027 SFD 7.150 6.500 $3,498.61 360 1-Aug-28
4858181 GILROY CA 95020 SFD 7.450 6.500 $ 2,449.20 360 1-Aug-28
4858853 EAST HAMPTON NY 11937 SFD 7.875 6.500 $ 1,450.14 360 1-Dec-28
4858944 NAMPA ID 83686 SFD 6.875 6.500 $2,627.72 360 1-Dec-28
4859379 BRANDON MI 48462 SFD 7.125 6.500 $ 1,875.63 360 1-Oct-28
4859447 PROVINCETOWN MA 02657 SFD 7.500 6.500 $ 2,485.71 360 1-Nov-28
4859546 GREAT NECK NY 11023 SFD 7.125 6.500 $ 1,947.05 360 1-Nov-28
4859552 DIX HILLS NY 11746 SFD 7.375 6.500 $1,837.20 360 1-Nov-28
4860119 WEST BLOOMFIELD MI 48323 SFD 7.500 6.500 $ 2,608.07 360 1-Nov-28
4860195 PAXTON MA 01612 SFD 7.375 6.500 $2,261.96 360 1-Nov-28
4861634 ATLANTA GA 30339 SFD 7.500 6.500 $4,474.97 360 1-Nov-28
4861681 GAITHERSBURG MD 20882 SFD 7.250 6.500 $ 1,773.66 360 1-Oct-28
4861819 DOWNEY CA 90242 SFD 6.875 6.500 $ 1,016.93 360 1-Oct-28
4861862 NEWPORT BEACH CA 92660 SFD 7.625 6.500 $ 3,029.36 360 1-Jul-28
4862368 NEWTON MA 02465 SFD 7.250 6.500 $ 2,373.98 360 1-Nov-28
4862392 ALPINE UT 84004 SFD 7.125 6.500 $ 2,374.86 360 1-Nov-28
4862508 ODESSA FL 33556 SFD 7.250 6.500 $6,139.59 360 1-Nov-28
4862628 GLENDORA CA 91741 SFD 7.000 6.500 $1,805.96 360 1-Nov-28
4863110 AUSTIN TX 78747 SFD 7.125 6.500 $1,788.39 360 1-Nov-28
4863305 NEW YORK NY 10021 COP 7.000 6.500 $2,381.79 360 1-Dec-28
4863463 NAPLES FL 34109 SFD 7.000 6.500 $1,630.00 360 1-Dec-28
4863503 TUSTIN CA 92780 SFD 7.000 6.500 $ 1,723.47 360 1-Oct-28
4863636 WHITTIER CA 90601 SFD 7.000 6.500 $ 2,185.52 360 1-Sep-28
4863816 MILPITAS CA 95035 SFD 7.125 6.500 $ 1,859.47 360 1-Oct-28
4864269 NEWTON MA 02465 SFD 7.625 6.500 $3,206.31 360 1-Nov-28
4864840 WELLESLEY MA 02181 SFD 7.375 6.500 $ 2,762.71 360 1-Dec-28
4864861 MT OCAB OH 45154 SFD 7.125 6.500 $ 1,715.96 360 1-Oct-28
4865575 PORTOLA VALLEY CA 94028 SFD 7.250 6.500 $4,201.53 360 1-Nov-28
4865920 SCARSDALE NY 10583 SFD 7.250 6.500 $1,948.30 360 1-Dec-28
4866096 MONTGOMERY TOWNSHIP NJ 08558 SFD 7.125 6.500 $2,450.65 360 1-Sep-28
4866220 LOS GATOS CA 95030 LCO 7.250 6.500 $ 2,353.51 360 1-Nov-28
4866352 BEND OR 97702 SFD 6.875 6.500 $1,997.06 360 1-Nov-28
4866367 SANTA MONICA CA 90402 SFD 7.250 6.500 $ 5,184.54 360 1-Nov-28
4866726 BRENTWOOD CA 94513 SFD 7.000 6.500 $1,900.44 360 1-Dec-28
4866801 NATICK MA 01760 SFD 7.625 6.500 $ 1,719.94 360 1-Nov-28
4866915 VIENNA VA 22182 SFD 7.250 6.500 $ 2,046.53 360 1-Nov-28
4867085 SAN MATEO CA 94402 SFD 7.375 6.500 $ 4,489.39 360 1-Nov-28
4867101 SARATOGA CA 95070 SFD 7.250 6.500 $3,274.45 360 1-Nov-28
4867160 CANTON MI 48187 SFD 7.625 6.500 $ 1,959.18 360 1-Nov-28
4867319 SOUTHLAKE TX 76092 SFD 7.250 6.500 $ 4,362.86 360 1-Nov-28
4867357 MILL VALLEY CA 94941 SFD 7.250 6.500 $ 3,854.30 360 1-Nov-28
4867548 HUNTINGTON BEACH CA 92649 SFD 7.250 6.500 $ 1,657.69 360 1-Nov-28
4867798 PALO ALTO CA 94303 SFD 7.375 6.500 $2,327.58 360 1-Oct-28
4867939 BRYN MAWR PA 19010 SFD 7.500 6.500 $ 2,293.42 360 1-Nov-28
4868237 SOUDERTON PA 18964 SFD 6.875 6.500 $1,832.84 360 1-Nov-28
4868308 CHAPPAQUA NY 10514 SFD 7.250 6.500 $ 2,404.67 360 1-Nov-28
4868316 PORT WASHINGTON NY 11050 SFD 7.250 6.500 $ 1,773.66 360 1-Nov-28
4868369 CLARKSTON MI 48348 SFD 7.125 6.500 $ 2,562.83 360 1-Nov-28
4868772 LAGUNA NIGUEL CA 92677 SFD 7.125 6.500 $ 1,805.57 360 1-Sep-28
4868815 SAN JOSE CA 95132 SFD 7.500 6.500 $ 1,901.86 360 1-Sep-28
4868864 ESCONDIDO CA 92029 SFD 7.500 6.500 $ 1,200.55 360 1-Sep-28
4868895 BIRMINGHAM AL 35242 SFD 7.000 6.500 $6,652.70 360 1-Nov-28
4868921 LAS VEGAS NV 89121 SFD 7.750 6.500 $ 587.46 360 1-Sep-28
4869193 MOUNTAIN VIEW CA 94040 SFD 7.125 6.500 $ 2,297.39 360 1-Nov-28
4869379 THE WOODLANDS TX 77381 SFD 7.000 6.500 $ 3,938.59 360 1-Sep-28
4869505 STERLING VA 20165 SFD 6.875 6.500 $ 1,637.07 360 1-Sep-28
4869542 BENICIA CA 94510 SFD 7.250 6.500 $1,780.48 360 1-Sep-28
4869555 CROFTON MD 21114 SFD 7.375 6.500 $1,392.40 360 1-Sep-28
4869728 SOUTH LAKE TX 76092 SFD 7.000 6.500 $ 3,250.00 360 1-Nov-28
4869809 FOREST HILLS NY 11375 SFD 7.625 6.500 $ 2,066.76 360 1-Oct-28
4869926 LOS ANGELES CA 90049 SFD 7.375 6.500 $3,246.18 360 1-Nov-28
4870019 MERCER ISLAND WA 98040 SFD 7.125 6.500 $ 2,290.65 360 1-Oct-28
4870045 HENDERSONVILLE TN 37075 SFD 6.750 6.483 $2,127.40 360 1-Oct-28
4870396 MOUNT LAUREL NJ 08054 SFD 7.375 6.500 $1,849.28 360 1-Nov-28
4870658 NEPONSIT NY 11694 SFD 7.125 6.500 $ 2,694.88 360 1-Nov-28
4871694 PELHAM MANOR NY 10803 SFD 6.875 6.500 $ 2,299.26 360 1-Nov-28
4871845 COLLEYVILLE TX 76034 SFD 7.000 6.500 $2,321.58 360 1-Oct-28
4871884 SAN JOSE CA 95128 SFD 7.250 6.500 $2,552.03 360 1-Oct-28
4871923 LITTLETON CO 80120 SFD 7.000 6.500 $ 1,669.91 360 1-Nov-28
4871994 HINGHAM MA 02043 SFD 7.250 6.500 $1,923.74 360 1-Nov-28
4872051 REDWOOD CITY CA 94063 SFD 7.125 6.500 $ 3,092.37 360 1-Nov-28
4872234 SAN FRANCISCO CA 94110 LCO 7.125 6.500 $ 2,290.64 360 1-Sep-28
4873132 SOUTHBOROUGH MA 01772 SFD 7.125 6.500 $ 3,233.85 360 1-Nov-28
4873300 WOODINVILLE WA 98072 SFD 6.875 6.500 $ 1,970.79 360 1-Oct-28
4873723 RIVERSIDE CT 06878 SFD 7.000 6.500 $ 2,784.96 360 1-Dec-28
4873932 FREMONT CA 94539 SFD 7.375 6.500 $2,541.69 360 1-Nov-28
4873965 CAMPBELL CA 95008 SFD 6.875 6.500 $1,793.42 360 1-Nov-28
4874247 LOS ALTOS CA 94024 SFD 7.500 6.500 $ 3,600.96 360 1-Nov-28
4874694 FRANKLIN MA 02038 SFD 7.375 6.500 $1,699.07 360 1-Nov-28
4874852 BREWSTER NY 10509 SFD 7.250 6.500 $ 2,646.85 360 1-Dec-28
4874951 EL DORADO HILLS CA 95762 SFD 7.375 6.500 $ 1,761.23 360 1-Nov-28
4875007 NEWPORT BEACH CA 92660 SFD 7.375 6.500 $2,286.14 360 1-Nov-28
4875144 CINCINNATI OH 45242 SFD 7.125 6.500 $ 3,741.16 360 1-Nov-28
4875252 WACONIA MN 55387 SFD 7.000 6.500 $1,962.65 360 1-Nov-28
4875285 CORONA CA 91720 PUD 7.375 6.500 $ 1,771.59 360 1-Oct-28
4875495 EDISON NJ 08820 SFD 7.500 6.500 $ 2,034.72 360 1-Nov-28
4875642 ORCHARD LAKE VILLAGE MI 48324 SFD 7.375 6.500 $2,065.12 360 1-Nov-28
4875788 CHAPPAQUA NY 10514 SFD 7.250 6.500 $ 2,230.72 360 1-Nov-28
4875921 SEATTLE WA 98119 SFD 7.375 6.500 $2,054.07 360 1-Nov-28
4875947 LOVELAND OH 45140 SFD 7.125 6.500 $ 2,150.51 360 1-Oct-28
4876016 SANTA ROSA CA 95403 SFD 7.750 6.500 $ 1,071.75 360 1-Sep-28
4876141 SEATTLE WA 98155 SFD 7.500 6.500 $ 811.09 360 1-Sep-28
4876226 LA JOLLA CA 92037 SFD 7.125 6.500 $ 3,002.09 360 1-Sep-28
4876241 WESTMINSTER CA 92683 SFD 7.500 6.500 $1,789.99 360 1-Sep-28
4876293 FREMONT CA 94539 SFD 7.375 6.500 $1,920.08 360 1-Sep-28
4876448 ROSLYN HARBOR NY 11576 SFD 7.000 6.500 $ 1,995.91 360 1-Nov-28
4876566 PICO RIVERA CA 90660 SFD 6.875 6.500 $ 1,248.16 360 1-Nov-28
4876690 LIVERMORE CA 94550 SFD 7.125 6.500 $ 1,701.14 360 1-Nov-28
4876792 GRANITE BAY CA 95746 PUD 6.125 5.858 $1,822.84 360 1-Oct-28
4876875 KIRKLAND WA 98033 SFD 7.125 6.500 $ 2,048.11 360 1-Oct-28
4877599 LOS ANGELES CA 91344 SFD 6.875 6.500 $1,932.03 360 1-Nov-28
4878380 ALISO VIEJO AREA CA 92656 SFD 7.000 6.500 $2,509.52 360 1-Oct-28
4878400 ALISO VIEJO CA 92656 SFD 6.750 6.483 $ 2,594.39 360 1-Oct-28
4878452 CHANDLER AZ 85226 SFD 7.250 6.500 $2,225.67 360 1-Nov-28
4878609 GREENWOOD IN 46143 SFD 7.125 6.500 $2,782.13 360 1-Nov-28
4878984 PETALUMA CA 94954 SFD 7.000 6.500 $ 908.14 360 1-Oct-28
4878994 LOS ANGELES CA 90034 SFD 7.250 6.500 $2,021.98 360 1-Sep-28
4879013 WESTBOROUGH MA 01581 SFD 7.125 6.500 $ 1,815.68 360 1-Nov-28
4879154 LAS VEGAS NV 89129 PUD 7.500 6.500 $ 1,931.93 360 1-Sep-28
4879277 DANVILLE CA 94526 PUD 7.250 6.500 $3,872.72 360 1-Nov-28
4879369 SAN JOSE CA 95148 SFD 7.250 6.500 $ 1,807.77 360 1-Sep-28
4879633 NEW YORK NY 10022 COP 7.625 6.500 $1,746.48 360 1-Nov-28
4880112 CUPERTINO CA 95014 SFD 7.375 6.500 $2,520.97 360 1-Nov-28
4880580 WEST HILLS CA 91304 SFD 7.375 6.500 $ 1,807.16 360 1-Nov-28
4880653 ATLANTA GA 30327 SFD 7.375 6.500 $ 2,002.96 360 1-Nov-28
4880726 MISSION VIEJO CA 92692 SFD 7.250 6.500 $ 1,807.77 360 1-Nov-28
4880937 HILLSBOROUGH CA 94010 SFD 7.375 6.500 $ 6,906.76 360 1-Nov-28
4881577 NANTUCKET MA 02554 SFD 7.500 6.500 $ 3,496.08 360 1-Nov-28
4881684 LAKE FOREST CA 92630 SFD 7.250 6.500 $2,012.42 360 1-Oct-28
4881687 WESTMINSTER CO 80234 SFD 7.000 6.500 $ 2,121.33 360 1-Nov-28
4881691 LITTLETON CO 80127 SFD 6.875 6.500 $2,076.55 360 1-Nov-28
4881695 LITTLETON CO 80123 SFD 7.000 6.500 $2,503.70 360 1-Nov-28
4882038 CARMEL NY 10512 SFD 6.750 6.483 $2,179.29 360 1-Nov-28
4882195 WOODLAND HILLS CA 91364 SFD 7.200 6.500 $2,144.98 360 1-Sep-28
4882202 MARTINEZ CA 94553 SFD 7.125 6.500 $ 1,751.67 360 1-Sep-28
4882291 SAN RAMON CA 94583 SFD 7.250 6.500 $ 1,739.55 360 1-Nov-28
4882365 VISALIA CA 93277 SFD 7.125 6.500 $ 2,425.39 360 1-Oct-28
4882401 BELMONT CA 94002 SFD 7.375 6.500 $ 2,721.27 360 1-Nov-28
4882427 SOLANA BEACH CA 92075 LCO 7.500 6.500 $2,566.12 360 1-Nov-28
4882428 VELENCIA CA 91354 SFD 7.000 6.500 $1,656.60 360 1-Nov-28
4882531 HIDDEN HILLS CA 91302 SFD 7.350 6.500 $ 6,889.73 360 1-Sep-28
4882548 GREENSBORO NC 27410 SFD 7.625 6.500 $ 1,847.35 360 1-Dec-28
4882557 SAN DIEGO CA 92122 SFD 7.050 6.500 $ 2,038.09 360 1-Sep-28
4882646 VACAVILLE CA 95688 SFD 7.375 6.500 $ 1,937.35 360 1-Nov-28
4882707 AGOURA CA 91301 SFD 7.350 6.500 $1,956.69 360 1-Sep-28
4882872 LOS ANGELES CA 90049 SFD 7.500 6.500 $5,146.22 360 1-Sep-28
4882878 PLEASANTON CA 94566 SFD 7.125 6.500 $2,371.49 360 1-Nov-28
4883168 COLUMBIA SC 29209 PUD 7.000 6.500 $1,849.54 360 1-Sep-28
4883241 LIBERTYVILLE IL 60048 SFD 7.250 6.500 $ 2,146.13 360 1-Sep-28
4883510 WESTLAKE VILLAGE CA 91361 SFD 7.450 6.500 $ 2,504.86 360 1-Sep-28
4883560 SIMI VALLEY CA 93065 SFD 7.125 6.500 $1,967.26 360 1-Nov-28
4883588 CLYDE HILL WA 98004 SFD 7.000 6.500 $ 1,995.91 360 1-Nov-28
4883606 VISALIA CA 93292 SFD 7.375 6.500 $ 1,772.62 360 1-Nov-28
4883816 EL DORADO HILLS CA 95762 SFD 7.125 6.500 $2,526.45 360 1-Nov-28
4883881 SAN FRANCISCO CA 94114 SFD 6.625 6.358 $ 2,561.25 360 1-Nov-28
4883887 LOS ALTOS CA 94024 SFD 7.100 6.500 $ 1,779.55 360 1-Sep-28
4883969 SAN LEANDRO CA 94577 SFD 7.400 6.500 $ 1,772.50 360 1-Sep-28
4884162 CASTRO VALLEY CA 94552 SFD 7.625 6.500 $2,597.68 360 1-Nov-28
4884214 REDWOOD CITY CA 94062 SFD 7.125 6.500 $ 2,593.82 360 1-Nov-28
4884260 RUMSON NJ 07760 SFD 7.125 6.500 $ 1,717.99 360 1-Dec-28
4884301 NEWBURY PARK CA 91320 PUD 7.250 6.500 $ 1,865.76 360 1-Nov-28
4884315 SAN RAMON CA 94583 SFD 7.375 6.500 $ 1,971.88 360 1-Nov-28
4884354 LINCOLN CITY OR 97367 SFD 7.250 6.500 $ 2,046.53 360 1-Sep-28
4884604 WEST BLOOMFIELD MI 48322 SFD 7.375 6.500 $2,545.83 360 1-Nov-28
4884662 BRIER WA 98036 SFD 7.375 6.500 $ 2,072.03 360 1-Oct-28
4885074 LA HABRA HEIGHTS CA 90631 SFD 7.350 6.500 $2,156.49 360 1-Sep-28
4885205 SAN DIEGO CA 92109 SFD 6.875 6.500 $2,857.65 360 1-Nov-28
4885211 FREMONT CA 94539 SFD 7.000 6.500 $3,555.38 360 1-Nov-28
4885227 WEST LINN OR 97068 SFD 7.550 6.500 $1,894.33 360 1-Sep-28
4885229 GILROY CA 95020 SFD 7.500 6.500 $2,412.30 360 1-Nov-28
4885267 SCOTCH PLAINS NJ 07076 SFD 6.875 6.500 $ 4,178.07 360 1-Nov-28
4885290 ROLLING HILLS ESTATES CA 90274 SFD 7.200 6.500 $ 2,647.28 360 1-Sep-28
4885535 PORTOLA VALLEY CA 94028 SFD 7.250 6.500 $ 3,666.70 360 1-Nov-28
4885546 CUPERTINO CA 95014 SFD 7.125 6.500 $ 1,742.91 360 1-Dec-28
4885564 SHERMAN OAKS CA 91423 SFD 7.500 6.500 $ 2,598.99 360 1-Nov-28
4885662 SAN JOSE CA 95135 SFD 7.125 6.500 $ 2,528.51 240 1-Nov-18
4885800 LA CANADA-FLINTRIDGE CA 91011 SFD 7.350 6.500 $ 2,859.24 360 1-Sep-28
4885805 ORONO MN 55391 SFD 7.000 6.500 $2,154.98 360 1-Nov-28
4885825 NEWTON MA 02466 SFD 7.250 6.500 $2,782.13 240 1-Dec-18
4885902 LAGUNA NIGUEL CA 92677 PUD 7.050 6.500 $2,139.73 360 1-Sep-28
4885918 SEAL BEACH CA 90740 SFD 7.650 6.500 $1,844.74 360 1-Aug-28
4885982 BELLEVUE WA 98008 SFD 6.875 6.500 $1,652.83 360 1-Nov-28
4886201 HILLSBOUROUGH CA 94010 SFD 7.650 6.500 $ 4,714.73 360 1-Sep-28
4886252 LONG BEACH CA 90808 SFD 7.150 6.500 $ 1,677.04 360 1-Sep-28
4886293 SANTA MARIA CA 93455 SFD 7.125 6.500 $ 1,852.73 360 1-Nov-28
4886314 BURLINGAME CA 94010 SFD 7.125 6.500 $3,166.48 360 1-Nov-28
4886320 BYRON CA 94514 SFD 7.125 6.500 $2,677.25 240 1-Nov-18
4886326 PLYMOUTH MN 55447 SFD 6.750 6.483 $ 1,775.22 360 1-Dec-28
4886398 SAN JOSE CA 95120 SFD 7.125 6.500 $2,795.94 360 1-Nov-28
4886403 HUNTINGTON BEACH CA 92646 SFD 7.375 6.500 $ 1,519.49 360 1-Nov-28
4886621 SAN CARLOS CA 94070 SFD 7.125 6.500 $2,344.55 360 1-Nov-28
4886730 BURLINGAME CA 94010 SFD 7.125 6.500 $ 2,627.51 360 1-Nov-28
4886796 SAN LUIS OBISPO CA 93401 SFD 7.125 6.500 $1,868.56 360 1-Nov-28
4887004 SEATTLE WA 98115 SFD 7.000 6.500 $ 2,368.48 360 1-Oct-28
4887005 PORTLAND OR 97221 SFD 7.000 6.500 $2,288.31 360 1-Oct-28
4887009 LONG GROVE IL 60047 SFD 7.375 6.500 $ 3,038.97 360 1-Nov-28
4887536 SAN JOSE CA 95120 SFD 7.125 6.500 $ 2,260.33 360 1-Nov-28
4887590 TORRANCE CA 90503 SFD 7.125 6.500 $2,472.55 360 1-Nov-28
4887687 DANA POINT CA 92629 SFD 7.500 6.500 $ 1,992.77 360 1-Nov-28
4887695 DANVILLE CA 94506 SFD 7.125 6.500 $ 2,822.89 360 1-Nov-28
4887707 BREMERTON WA 98311 SFD 6.875 6.500 $2,817.88 240 1-Nov-18
4887781 DENVER CO 80207 SFD 7.375 6.500 $ 683.77 360 1-Oct-28
4887837 FREMONT CA 94539 SFD 7.375 6.500 $ 2,310.31 360 1-Nov-28
4887911 SAN DIEGO CA 92116 SFD 7.125 6.500 $ 2,294.02 360 1-Nov-28
4887952 SAN JOSE CA 95123 SFD 7.375 6.500 $ 1,740.51 360 1-Nov-28
4888039 FREMONT CA 94539 SFD 7.125 6.500 $2,553.40 360 1-Nov-28
4888093 SAN JOSE CA 95124 SFD 7.125 6.500 $1,929.20 360 1-Nov-28
4888094 CUPERTINO CA 95014 SFD 7.375 6.500 $ 2,569.32 360 1-Nov-28
4888135 SARATOGA CA 95070 SFD 7.125 6.500 $ 2,358.02 360 1-Nov-28
4888175 PALO ALTO CA 94303 SFD 7.125 6.500 $ 2,297.39 360 1-Nov-28
4888208 DANA POINT CA 92629 SFD 7.500 6.500 $2,272.45 360 1-Nov-28
4888364 HUNTINGTON BEACH CA 92648 SFD 7.250 6.500 $1,830.62 360 1-Oct-28
4888409 WESTWOOD MA 02090 SFD 7.375 6.500 $2,356.41 360 1-Oct-28
4888431 WALNUT CA 91789 SFD 7.250 6.500 $ 2,084.73 360 1-Oct-28
4888547 LAGUNA NIGUEL CA 92677 SFD 7.500 6.500 $ 2,506.68 360 1-Oct-28
4888752 KAYSVILLE UT 84037 SFD 7.000 6.500 $ 1,656.61 360 1-Nov-28
4888942 LOS ALTOS CA 94024 SFD 6.875 6.500 $2,813.63 360 1-Oct-28
4889069 WALNUT CREEK CA 94596 SFD 7.250 6.500 $ 2,564.99 360 1-Nov-28
4889098 LAS VEGAS NV 89113 SFD 7.125 6.500 $ 1,212.69 360 1-Oct-28
4889114 HOLLYWOOD MD 20636 SFD 7.500 6.500 $2,735.33 360 1-Oct-28
4889140 SCOTTS VALLEY CA 95066 SFD 7.125 6.500 $2,371.49 360 1-Oct-28
4889181 COS COB CT 06807 SFD 6.750 6.483 $ 2,043.09 360 1-Nov-28
4889213 HUNTINGTON BEACH CA 92648 SFD 7.250 6.500 $ 1,831.30 360 1-Oct-28
4889225 TAMPA FL 33629 SFD 7.375 6.500 $3,971.39 360 1-Nov-28
4889228 BELMONT MA 02178 SFD 7.250 6.500 $ 3,751.97 360 1-Oct-28
4889287 BLOOMFIELD HILLS MI 48302 SFD 7.250 6.500 $ 1,691.12 360 1-Nov-28
4889291 EL CAJON CA 92021 SFD 7.625 6.500 $2,463.12 360 1-Oct-28
4889303 HUNT VALLEY MD 21030 SFD 7.125 6.500 $ 3,686.59 360 1-Oct-28
4889449 SAN FRANCISCO CA 94103 LCO 6.875 6.500 $ 1,655.47 360 1-Dec-28
4889480 ROWLAND HEIGHTS CA 91748 SFD 7.375 6.500 $ 2,072.03 360 1-Nov-28
4889510 LOS ALTOS CA 94022 SFD 7.125 6.500 $3,236.55 360 1-Nov-28
4889600 EGG HARBOR TOWNSHIP NJ 08234 SFD 7.875 6.500 $ 1,859.81 360 1-Nov-28
4889697 TOMS RIVER NJ 08753 SFD 7.125 6.500 $ 2,715.09 360 1-Nov-28
4889775 LOS ANGELES CA 90048 SFD 7.000 6.500 $1,842.89 360 1-Nov-28
4889835 FOUNTAIN VALLEY CA 92708 SFD 7.125 6.500 $ 1,735.50 360 1-Aug-28
4890158 VALENCIA CA 91355 SFD 7.500 6.500 $1,908.86 360 1-Nov-28
4890407 SALT LAKE CITY UT 84121 SFD 7.250 6.500 $ 2,046.53 360 1-Oct-28
4890474 SAN DIEGO CA 92106 SFD 7.000 6.500 $ 2,328.56 360 1-Nov-28
4890636 SAN JOSE CA 95148 SFD 7.000 6.500 $ 2,035.83 360 1-Nov-28
4890898 CUPERTINO CA 95014 SFD 7.250 6.500 $3,888.41 360 1-Nov-28
4891153 SAN JOSE CA 95125 SFD 7.000 6.500 $2,973.91 360 1-Nov-28
4891194 LONG GROVE IL 60047 SFD 6.625 6.358 $2,241.09 360 1-Oct-28
4891569 LOS ALTOS CA 94022 SFD 7.000 6.500 $ 3,326.52 360 1-Nov-28
4891613 HUNTINGTON BEACH CA 92649 SFD 6.750 6.483 $2,217.89 360 1-Nov-28
4891658 WINDSOR CA 95492 SFD 7.500 6.500 $ 1,978.78 360 1-Oct-28
4891666 EL CAJON CA 92021 SFD 7.375 6.500 $2,706.07 360 1-Oct-28
4891684 IRVINE CA 92612 SFD 7.000 6.500 $2,667.87 360 1-Nov-28
4891801 SAN RAMON CA 94583 SFD 7.875 6.500 $2,610.25 360 1-Oct-28
4891804 CORONA DEL MAR CA 92625 SFD 7.000 6.500 $ 3,259.99 360 1-Nov-28
4891833 CYPRESS CA 90630 SFD 7.625 6.500 $ 2,831.17 360 1-Oct-28
4891899 VIRGINIA BEACH VA 23452 SFD 7.375 6.500 $1,854.46 360 1-Oct-28
4892039 RICHMOND CA 94804 SFD 7.125 6.500 $ 1,717.99 360 1-Nov-28
4892127 TRABUCO CANYON CA 92679 SFD 7.375 6.500 $1,906.26 360 1-Oct-28
4892135 IRVINE CA 92604 LCO 7.000 6.500 $1,804.30 360 1-Oct-28
4892221 SAN MARINO CA 91108 SFD 7.375 6.500 $ 1,911.79 360 1-Oct-28
4892284 CUPERTINO CA 95014 SFD 7.000 6.500 $2,215.46 360 1-Nov-28
4892349 DANA POINT CA 92629 SFD 7.250 6.500 $2,142.72 360 1-Nov-28
4892490 CUPERTINO CA 95014 SFD 7.125 6.500 $ 2,197.67 360 1-Nov-28
4892529 CAMPBELL CA 95008 SFD 7.125 6.500 $2,863.31 360 1-Dec-28
4892534 LOS GATOS CA 95032 SFD 7.250 6.500 $2,312.58 360 1-Nov-28
4892637 SARATOGA CA 95070 SFD 7.000 6.500 $ 3,259.99 360 1-Dec-28
4892647 LOS ALTOS HILLS CA 94022 SFD 7.125 6.500 $2,959.65 360 1-Nov-28
4892854 MERCER ISLAND WA 98040 SFD 6.875 6.500 $ 1,786.85 360 1-Nov-28
4892867 SUNNYVALE CA 94087 SFD 7.125 6.500 $ 2,558.11 360 1-Nov-28
4892893 LAGUNA NIGUEL CA 92677 SFD 7.125 6.500 $ 4,224.22 360 1-Nov-28
4892914 LARCHMONT NY 10538 SFD 7.250 6.500 $2,679.37 240 1-Nov-18
4892925 DARIN CT 06820 SFD 6.750 6.483 $ 3,911.05 360 1-Nov-28
4892952 AUSTIN TX 78730 SFD 6.625 6.358 $2,381.96 360 1-Nov-28
4892960 NORTH SALEM ROAD NY 10560 SFD 7.250 6.500 $ 1,910.09 360 1-Nov-28
4892985 FAYETTEVILLE GA 30215 SFD 6.375 6.108 $ 2,033.82 360 1-Nov-28
4893104 NEW BRAUNFELS TX 78132 SFD 6.750 6.483 $ 2,334.96 360 1-Nov-28
4893138 ENGLEWOOD CO 80111 SFD 7.250 6.500 $ 3,105.27 360 1-Nov-28
4893316 NEWPORT BEACH CA 92663 SFD 6.750 6.483 $ 1,816.07 360 1-Nov-28
4893357 MEDFORD NJ 08055 SFD 6.500 6.233 $2,521.96 360 1-Dec-28
4893444 LOS ALTOS CA 94022 SFD 6.875 6.500 $ 2,874.06 360 1-Nov-28
4893539 GARDEN CITY NY 11530 SFD 7.000 6.500 $ 1,995.91 360 1-Nov-28
4893606 SALT LAKE CITY UT 84121 SFD 6.500 6.233 $ 1,872.50 360 1-Oct-28
4893675 ENCINITAS CA 92024 SFD 7.000 6.500 $ 3,825.49 360 1-Oct-28
4893700 POTOMAC MD 20854 SFD 7.125 6.500 $ 1,943.01 360 1-Nov-28
4893867 LAKE FOREST IL 60045 SFD 7.250 6.500 $ 2,285.29 360 1-Nov-28
4893969 TIBURON CA 94920 SFD 7.125 6.500 $ 6,110.63 360 1-Nov-28
4894027 WOODINVILLE WA 98072 SFD 6.625 6.358 $2,305.12 360 1-Nov-28
4894064 FREMONT CA 94539 SFD 7.000 6.500 $ 2,993.87 360 1-Nov-28
4894472 GIG HARBOR WA 98355 SFD 6.875 6.500 $ 1,813.12 360 1-Nov-28
4894559 CAMARILLO CA 93012 PUD 6.875 6.500 $ 3,870.63 360 1-Nov-28
4894612 SAN MATEO CA 94403 SFD 7.000 6.500 $3,193.46 360 1-Nov-28
4894657 DIX HILLS NY 11746 SFD 7.875 6.500 $2,001.20 360 1-Dec-28
4894693 BLACK DIAMOND WA 98010 SFD 6.500 6.233 $ 1,820.10 360 1-Nov-28
4894719 MISSION VIEJO CA 92691 PUD 7.500 6.500 $1,748.04 360 1-Nov-28
4894728 COLUMBUS OH 43220 SFD 7.000 6.500 $ 1,832.91 360 1-Nov-28
4894762 SAN DIEGO CA 92103 SFD 7.000 6.500 $1,837.90 360 1-Oct-28
4894898 KEY WEST FL 33040 SFD 7.125 6.500 $ 2,782.46 360 1-Dec-28
4894942 OCEAN CITY NJ 08226 SFD 7.500 6.500 $ 3,845.68 360 1-Nov-28
4894977 RANCHO PALOS VERDES CA 90275 SFD 7.000 6.500 $ 1,975.95 360 1-Nov-28
4894987 SUNNYVALE CA 94087 SFD 7.000 6.500 $1,942.69 360 1-Nov-28
4895016 SAN JOSE CA 95128 SFD 7.500 6.500 $1,789.99 360 1-Sep-28
4895046 SAN JOSE CA 95120 SFD 6.875 6.500 $2,506.19 360 1-Nov-28
4895068 PACIFICA CA 94044 SFD 7.000 6.500 $ 1,896.12 360 1-Nov-28
4895091 FREMONT CA 94539 SFD 7.000 6.500 $ 2,528.15 360 1-Nov-28
4895135 RANCHO PALOS VERDES CA 90275 SFD 6.875 6.500 $ 2,141.59 360 1-Nov-28
4895160 EL DORADO HILLS CA 95762 SFD 7.375 6.500 $ 2,002.96 360 1-Oct-28
4895228 MANHATTAN BEACH CA 90266 SFD 7.125 6.500 $2,876.78 360 1-Nov-28
4895242 CUPERTINO CA 95014 SFD 7.125 6.500 $ 2,826.25 360 1-Nov-28
4895251 FLOSSMOOR IL 60422 SFD 7.250 6.500 $2,169.32 360 1-Oct-28
4895293 CHINO HILLS CA 91709 SFD 7.125 6.500 $ 1,767.84 360 1-Oct-28
4895321 LAGUNA HILLS CA 92653 SFD 7.000 6.500 $ 3,220.07 360 1-Nov-28
4895327 SAN JOSE CA 95120 SFD 7.000 6.500 $2,767.66 360 1-Nov-28
4895336 MISSION VIEJO CA 92692 SFD 7.250 6.500 $ 2,050.63 360 1-Nov-28
4895409 SARATOGA CA 95070 SFD 6.750 6.483 $2,373.87 360 1-Nov-28
4895466 SANTA BARBARA CA 93110 SFD 7.250 6.500 $1,760.02 360 1-Nov-28
4895486 SUNNYVALE CA 94087 LCO 6.875 6.500 $1,708.02 360 1-Nov-28
4896086 ENCINITAS CA 92024 SFD 7.125 6.500 $2,620.77 360 1-Nov-28
4896093 IRVINE CA 92612 SFD 7.125 6.500 $ 2,789.20 360 1-Nov-28
4896210 IRVINE CA 92612 PUD 7.875 6.500 $ 3,023.54 360 1-Oct-28
4896245 HEATH TX 75087 SFD 7.125 6.500 $ 2,290.64 360 1-Oct-28
4896404 LOS ANGELES CA 90065 SFD 7.000 6.500 $ 1,729.79 360 1-Nov-28
4896405 FREMONT CA 94539 SFD 7.000 6.500 $ 1,955.99 360 1-Nov-28
4896665 LA CANADA CA 91011 SFD 7.250 6.500 $ 2,271.65 360 1-Nov-28
4896681 SARATOGA CA 95070 SFD 7.000 6.500 $5,435.53 360 1-Nov-28
4896861 SAN JOSE CA 95136 SFD 7.125 6.500 $ 1,785.36 360 1-Nov-28
4896892 SAN JOSE CA 95118 SFD 7.000 6.500 $1,696.53 360 1-Nov-28
4896907 WINTERS CA 95694 SFD 7.375 6.500 $ 1,685.25 360 1-Dec-28
4896938 MILL VALLEY CA 94941 SFD 7.000 6.500 $ 3,306.56 360 1-Nov-28
4897003 ASHAROKEN NY 11768 SFD 7.000 6.500 $ 1,703.18 360 1-Dec-28
4897038 LOS ALTOS CA 94024 SFD 7.000 6.500 $2,627.95 360 1-Nov-28
4897086 IRVINE CA 92604 SFD 7.250 6.500 $ 1,787.31 360 1-Nov-28
4897089 FOUNTAIN VALLEY CA 92708 SFD 7.250 6.500 $ 1,739.55 360 1-Nov-28
4897156 DANA POINT CA 92629 SFD 7.000 6.500 $ 2,375.13 360 1-Dec-28
4897169 PLEASANTON CA 94588 SFD 7.000 6.500 $1,636.65 360 1-Nov-28
4897235 TAMPA FL 33647 SFD 7.375 6.500 $2,182.54 360 1-Nov-28
4897287 KEY LARGO FL 33037 SFD 7.250 6.500 $1,265.44 360 1-Nov-28
4897350 SANTA CRUZ CA 95062 SFD 7.375 6.500 $ 2,507.16 360 1-Nov-28
4897352 HOUSTON TX 77042 SFD 6.875 6.500 $2,627.72 360 1-Nov-28
4897371 LEAWOOD KS 66224 SFD 7.125 6.500 $ 2,694.88 360 1-Nov-28
4897404 SANTA BARBARA CA 93110 SFD 6.750 6.483 $ 2,101.46 360 1-Dec-28
4897487 RENTON WA 98059 SFD 7.000 6.500 $ 2,368.48 360 1-Nov-28
4897498 COLORADO SPRINGS CO 80908 SFD 7.000 6.500 $ 3,273.29 360 1-Dec-28
4897551 LOS ANGELES CA 90024 SFD 6.500 6.233 $ 1,706.59 360 1-Nov-28
4897552 NOVATO CA 94947 SFD 7.000 6.500 $ 2,661.21 360 1-Nov-28
4897629 BETHESDA MD 20817 SFD 7.125 6.500 $1,936.94 360 1-Nov-28
4897655 VALENCIA CA 91354 SFD 7.250 6.500 $1,898.49 360 1-Oct-28
4897690 LA MESA CA 91941 SFD 7.125 6.500 $ 3,368.59 360 1-Oct-28
4897749 DANVILLE CA 94526 SFD 6.875 6.500 $2,480.57 360 1-Nov-28
4897895 JOHNSTON IA 50131 SFD 6.875 6.500 $ 1,912.32 360 1-Nov-28
4897919 SAN RAMON CA 94583 SFD 7.000 6.500 $ 2,062.44 360 1-Nov-28
4897952 TRUMBULL CT 06611 SFD 6.875 6.500 $1,865.68 360 1-Nov-28
4897990 MISSION VIEJO CA 92692 SFD 7.000 6.500 $1,689.87 360 1-Nov-28
4897996 SAN RAMON CA 94583 SFD 7.000 6.500 $1,809.63 360 1-Nov-28
4898012 CALISTOGA CA 94515 SFD 7.250 6.500 $ 4,417.10 360 1-Nov-28
4898021 HOUSTON TX 77057 PUD 7.375 6.500 $1,834.78 360 1-Nov-28
4898104 REDWOOD CITY CA 94065 SFD 7.125 6.500 $ 1,717.99 360 1-Nov-28
4898133 BROOKFIELD CT 06804 SFD 6.500 6.233 $ 1,801.40 360 1-Nov-28
4898145 ELM GROVE WI 53122 SFD 6.875 6.500 $ 2,020.06 360 1-Nov-28
4898150 CUPERTINO CA 95014 SFD 6.750 6.483 $ 2,429.00 360 1-Nov-28
4898172 CRYSTAL LAKE IL 60014 SFD 7.125 6.500 $ 2,219.57 360 1-Oct-28
4898190 REDONDO BEACH CA 90278 SFD 7.125 6.500 $ 1,751.67 360 1-Nov-28
4898251 CONCORD MA 01742 SFD 6.500 6.233 $ 1,550.15 360 1-Dec-28
4898290 AUSTIN TX 78746 SFD 7.375 6.500 $2,375.92 360 1-Oct-28
4898310 SAN RAFAEL CA 94903 SFD 6.625 6.358 $ 1,751.26 360 1-Nov-28
4898387 BONSALL CA 92003 SFD 7.000 6.500 $ 2,262.03 360 1-Oct-28
4898493 REDONDO BEACH CA 90277 SFD 6.875 6.500 $1,806.56 360 1-Dec-28
4898555 SUMMERLAND CA 93067 SFD 7.375 6.500 $2,769.61 360 1-Nov-28
4898595 TORRANCE CA 90505 SFD 7.250 6.500 $1,828.24 360 1-Nov-28
4898647 DALLAS TX 75248 SFD 6.875 6.500 $ 3,186.77 360 1-Nov-28
4898677 SAN JOSE CA 95135 SFD 7.000 6.500 $2,301.95 360 1-Dec-28
4898732 SAN FRANCISCO CA 94121 SFD 7.000 6.500 $ 2,684.50 360 1-Nov-28
4898736 AMAGANSETT NY 11930 SFD 7.500 6.500 $2,454.25 360 1-Nov-28
4898741 JUPITER FL 33477 SFD 7.250 6.500 $ 2,865.15 360 1-Nov-28
4898784 COTO DE CAZA CA 92679 SFD 6.875 6.500 $ 1,970.79 360 1-Dec-28
4898941 MORAGA CA 94556 SFD 7.250 6.500 $4,434.15 360 1-Nov-28
4898958 FREMONT CA 94539 SFD 6.875 6.500 $ 2,416.19 360 1-Nov-28
4898980 AUSTIN TX 78730 SFD 6.875 6.500 $ 2,258.20 360 1-Nov-28
4899017 SUNNYVALE CA 94087 SFD 7.000 6.500 $ 3,113.62 360 1-Nov-28
4899022 ALAMO CA 94507 SFD 6.750 6.483 $ 2,594.40 360 1-Nov-28
4899212 LOS ANGELES CA 90048 SFD 7.125 6.500 $ 2,290.65 360 1-Nov-28
4899227 CALABASAS CA 91302 SFD 7.000 6.500 $2,627.95 360 1-Dec-28
4899230 TORRANCE CA 90505 SFD 7.250 6.500 $ 2,087.46 360 1-Dec-28
4899448 FREMONT CA 94539 SFD 7.375 6.500 $1,664.53 360 1-Nov-28
4899455 WESTPORT CT 06880 SFD 7.125 6.500 $ 2,438.87 360 1-Dec-28
4899955 PARTOLA VALLEY CA 94028 SFD 7.000 6.500 $3,818.84 360 1-Nov-28
4900084 REDONDO BEACH CA 90277 SFD 7.125 6.500 $ 1,978.72 360 1-Nov-28
4900098 VENTURA CA 93004 SFD 7.250 6.500 $ 1,807.77 360 1-Nov-28
4900196 SAN JOSE CA 95129 SFD 7.375 6.500 $ 1,876.57 360 1-Nov-28
4900265 NEW ORLEANS LA 70130 SFD 6.875 6.500 $ 1,675.17 360 1-Dec-28
4900401 DANVILLE CA 94526 SFD 7.000 6.500 $2,518.84 360 1-Dec-28
4900445 SAN JOSE CA 95120 SFD 7.125 6.500 $2,240.12 360 1-Nov-28
4900632 SOLANA BEACH CA 92075 LCO 7.375 6.500 $ 2,072.03 360 1-Oct-28
4900685 PLEASANTON CA 94588 SFD 7.125 6.500 $ 1,713.27 360 1-Sep-28
4900705 SAN DIEGO CA 92130 SFD 7.125 6.500 $ 1,940.31 360 1-Oct-28
4900724 LUTZ FL 33549 SFD 7.250 6.500 $ 3,197.71 360 1-Nov-28
4900779 CUPERTINO CA 95014 SFD 7.375 6.500 $ 2,750.61 360 1-Oct-28
4900797 OAKLAND CA 94610 SFD 7.250 6.500 $ 2,264.83 360 1-Oct-28
4900861 SAN DIEGO CA 92109 SFD 7.750 6.500 $2,185.06 360 1-Oct-28
4900870 RIVERSIDE CA 92504 SFD 7.250 6.500 $ 2,046.53 360 1-Oct-28
4900873 SANTA CLARA CA 95051 SFD 6.875 6.500 $ 2,226.99 360 1-Nov-28
4900915 PLANO TX 75025 SFD 7.125 6.500 $1,886.42 360 1-Nov-28
4900988 HUNTINGTON BEACH CA 92646 SFD 7.375 6.500 $ 1,781.95 360 1-Oct-28
4901085 BERKELEY CA 94705 SFD 7.000 6.500 $1,920.06 360 1-Oct-28
4901107 KEY WEST FL 33040 LCO 7.125 6.500 $ 1,910.00 360 1-Dec-28
4901217 EL DORADO HILLS CA 95762 SFD 7.375 6.500 $ 1,795.07 360 1-Sep-28
4901253 FORT WORTH TX 76132 LCO 6.625 6.358 $ 936.77 360 1-Oct-28
4901381 CASTRO VALLEY CA 94552 LCO 6.875 6.500 $ 985.39 360 1-Nov-28
4901552 HUNTINGTON BEACH CA 92648 SFD 7.000 6.500 $ 2,235.42 360 1-Oct-28
4901889 PALO ALTO CA 94303 SFD 7.125 6.500 $2,620.77 360 1-Oct-28
4901950 VIENNA VA 22182 SFD 7.750 6.500 $2,143.87 360 1-Nov-28
4902112 ORINDA CA 94563 SFD 7.250 6.500 $2,237.54 360 1-Oct-28
4902129 SAN RAMON CA 94583 SFD 6.750 6.483 $1,997.68 360 1-Sep-28
4902154 GLENDALE CA 91202 SFD 7.125 6.500 $ 1,642.19 360 1-Sep-28
4902384 UNION CITY CA 94587 SFD 6.625 6.358 $1,646.88 360 1-Oct-28
4902565 ANNAPOLIS MD 21401 LCO 7.000 6.500 $ 624.39 360 1-Nov-28
4903088 NEEDHAM MA 02492 SFD 6.750 6.483 $1,880.94 360 1-Dec-28
4903123 SANTA CLARITA CA 91351 SFD 7.375 6.500 $2,569.31 360 1-Oct-28
4903159 FREMONT CA 94539 PUD 7.125 6.500 $ 3,489.86 360 1-Oct-28
4903192 SCOTTSDALE AZ 85259 SFD 6.750 6.483 $1,997.68 360 1-Oct-28
4903223 HAWTHORN WOODS IL 60047 SFD 7.000 6.500 $2,147.60 360 1-Oct-28
4903259 SAN JOSE CA 95121 SFD 7.250 6.500 $ 3,172.12 360 1-Oct-28
4903275 ESCONDIDO CA 92029 SFD 6.750 6.483 $2,179.29 360 1-Oct-28
4903371 DOVER MA 02030 SFD 6.875 6.500 $ 4,237.20 360 1-Nov-28
4903388 RANCHO PALOS VERDES CA 90275 SFD 7.125 6.500 $ 2,694.88 360 1-Oct-28
4903440 GREENBRAE CA 94904 SFD 6.875 6.500 $ 2,548.88 360 1-Oct-28
4903447 KENSINGTON CA 94707 SFD 7.000 6.500 $ 2,661.21 360 1-Oct-28
4903466 ENCINO CA 91316 SFD 6.875 6.500 $ 2,433.92 360 1-Oct-28
4903471 REDWOOD CITY CA 94061 SFD 7.000 6.500 $1,862.85 360 1-Nov-28
4903488 DOUBLE OAK TX 75028 SFD 6.750 6.483 $ 1,738.25 360 1-Nov-28
4903556 SAN CARLOS CA 94070 SFD 6.875 6.500 $ 1,747.43 360 1-Oct-28
4903765 NEW CASTLE WA 98056 SFD 7.000 6.500 $1,743.09 360 1-Oct-28
4903803 LITTLETON CO 80124 SFD 7.125 6.500 $1,684.30 360 1-Nov-28
4903815 MILPITAS CA 95035 SFD 7.250 6.500 $ 2,258.00 360 1-Oct-28
4903822 ISSAQUAH WA 98029 PUD 7.250 6.500 $ 1,978.31 360 1-Sep-28
4903826 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.500 $2,455.83 360 1-Sep-28
4903845 FREMONT CA 94539 SFD 7.250 6.500 $3,410.88 360 1-Oct-28
4903876 TORRANCE CA 90505 SFD 7.125 6.500 $ 1,832.51 360 1-Oct-28
4903913 ALAMEDA CA 94502 SFD 7.250 6.500 $ 2,155.68 360 1-Oct-28
4904052 BUFFALO GROVE IL 60089 SFD 7.125 6.500 $ 1,697.77 360 1-Nov-28
4904145 SKOKIE IL 60076 SFD 7.000 6.500 $1,709.83 360 1-Dec-28
4904170 REDONDO BEACH CA 90277 LCO 7.000 6.500 $1,763.06 360 1-Nov-28
4904753 DIX HILLS NY 11746 SFD 7.625 6.500 $ 2,293.26 360 1-Nov-28
4904851 CLAYTON CA 94517 SFD 7.250 6.500 $ 2,046.53 360 1-Oct-28
4905093 SAN DIEGO CA 92129 SFD 6.875 6.500 $1,839.40 360 1-Nov-28
4905875 SAN JOSE CA 95131 SFD 7.125 6.500 $1,684.30 360 1-Dec-28
4906119 ATLANTA GA 30319 SFD 7.250 6.500 $1,698.62 360 1-Nov-28
4906241 BIRMINGHAM AL 35242 SFD 6.875 6.500 $ 1,970.79 360 1-Nov-28
4906509 WOODLAND HILLS CA 91367 SFD 6.625 6.358 $ 2,945.44 360 1-Dec-28
4906621 GLENDALE CA 91208 SFD 7.250 6.500 $1,740.92 360 1-Dec-28
4906981 AURORA CO 80016 PUD 6.500 6.233 $ 2,411.21 360 1-Nov-28
4907124 OAKLAND CA 94602 SFD 6.875 6.500 $ 1,834.15 360 1-Oct-28
4907190 HUNTINGTON BEACH CA 92649 SFD 7.500 6.500 $1,982.27 360 1-Oct-28
4907214 ALTADENA AREA CA 91001 SFD 7.500 6.500 $2,447.25 360 1-Oct-28
4907246 MILL VALLEY CA 94941 SFD 7.375 6.500 $ 3,259.99 360 1-Nov-28
4907256 NEWARK CA 94560 SFD 7.500 6.500 $2,547.24 360 1-Nov-28
4907511 DENVER CO 80206 SFD 7.125 6.500 $ 1,852.73 360 1-Nov-28
4907566 SARASOTA FL 34242 SFD 7.500 6.500 $1,748.04 360 1-Dec-28
4907702 SNOQUALMIE WA 98065 SFD 7.000 6.500 $ 1,995.91 360 1-Dec-28
4907713 ORANGE CA 92867 PUD 7.500 6.500 $2,146.59 360 1-Nov-28
4908727 TUSTIN CA 92782 SFD 6.875 6.500 $ 2,536.40 360 1-Nov-28
4909664 DANVILLE CA 94526 SFD 7.000 6.500 $ 2,095.71 360 1-Nov-28
4909806 SEATTLE WA 98115 SFD 7.125 6.500 $3,691.98 360 1-Oct-28
4909889 SAN DIEGO CA 92129 SFD 7.375 6.500 $ 2,885.99 360 1-Nov-28
4910133 TAMPA FL 33606 SFD 7.375 6.500 $ 2,348.30 360 1-Dec-28
4910237 PRESCOTT AZ 86301 SFD 7.750 6.500 $2,435.81 360 1-Oct-28
4910872 WOODBRIDGE NJ 08863 SFD 6.000 5.733 $ 743.45 360 1-Dec-28
4911090 NEW PROVIDENCE NJ 07974 SFD 7.250 6.500 $ 2,264.83 360 1-Nov-28
4911646 SONOMA CA 95476 SFD 7.125 6.500 $ 1,791.42 360 1-Oct-28
4911653 MUKILTEO WA 98275 SFD 7.000 6.500 $1,982.60 360 1-Oct-28
4911661 OAKLAND NJ 07436 SFD 7.000 6.500 $ 1,901.77 360 1-Nov-28
4911753 PASADENA CA 91107 SFD 7.000 6.500 $1,796.32 360 1-Oct-28
4911766 SONOMA CA 95476 SFD 7.375 6.500 $ 1,947.70 360 1-Oct-28
4911775 GLEN ELLYN IL 60137 SFD 7.250 6.500 $ 1,650.87 360 1-Oct-28
4911777 MORAGA CA 94556 SFD 7.250 6.500 $ 4,393.22 360 1-Oct-28
4911788 BARRINGTON IL 60010 SFD 7.125 6.500 $2,856.57 360 1-Oct-28
4911810 HUNTINGTON BEACH CA 92647 SFD 7.250 6.500 $ 665.80 360 1-Oct-28
4911821 GLENDALE CA 91214 SFD 7.500 6.500 $1,478.84 360 1-Oct-28
4911822 FREMONT CA 94555 SFD 7.625 6.500 $ 1,719.94 360 1-Oct-28
4911836 BEAVER FALLS PA 15010 SFD 6.625 6.358 $1,676.98 360 1-Nov-28
4911867 SAGINAW TX 76179 SFD 7.375 6.500 $ 601.59 360 1-Oct-28
4911874 SALT LAKE CITY UT 84124 SFD 7.125 6.500 $ 1,401.33 360 1-Nov-28
4911902 FRUIT HEIGHTS UT 84037 SFD 7.375 6.500 $ 1,547.11 360 1-Nov-28
4911908 HENDERSON NV 89015 SFD 7.125 6.500 $ 716.84 360 1-Oct-28
4911917 PLEASANTON CA 94588 SFD 7.125 6.500 $ 3,368.59 360 1-Oct-28
4911923 WINDSOR CA 95492 SFD 7.250 6.500 $ 1,790.71 360 1-Oct-28
4911927 SAN DIEGO CA 92131 SFD 7.375 6.500 $ 2,072.03 360 1-Oct-28
4911957 ENCINITAS CA 92024 SFD 7.375 6.500 $ 3,363.59 360 1-Oct-28
4911975 CARLSBAD CA 92009 SFD 7.125 6.500 $ 3,617.87 360 1-Oct-28
4911998 FULLERTON CA 92835 SFD 7.250 6.500 $2,322.81 360 1-Oct-28
4912105 GULF BREEZE FL 32561 SFD 7.375 6.500 $2,451.90 360 1-Dec-28
4912139 SAN DIEGO CA 92116 SFD 7.500 6.500 $ 2,852.80 360 1-Oct-28
4913335 LAKE FOREST PARK WA 98155 SFD 6.875 6.500 $1,596.34 360 1-Nov-28
4913517 STATEN ISLAND NY 10304 SFD 7.375 6.500 $2,745.44 360 1-Oct-28
4913573 SETAUKET NY 11733 SFD 7.250 6.500 $ 2,437.42 360 1-Nov-28
4913586 PORT WASHINGTON NY 11050 SFD 7.125 6.500 $ 2,324.33 360 1-Oct-28
4913594 PORT WASHINGTON NY 11050 SFD 7.125 6.500 $ 2,694.88 360 1-Oct-28
4913627 OLD FIELD NY 11733 SFD 7.000 6.500 $ 2,038.49 360 1-Nov-28
4913666 CENTERPORT NY 11721 SFD 7.250 6.500 $ 2,462.66 360 1-Oct-28
4913684 WILMINGTON DE 19803 SFD 7.125 6.500 $2,135.69 360 1-Oct-28
4913685 WEST CHESTER PA 19382 SFD 7.000 6.500 $ 2,069.09 360 1-Oct-28
4913714 EAST SETAUKET NY 11733 SFD 7.375 6.500 $ 2,265.42 360 1-Oct-28
4913744 COLD SPRING HARBOR NY 11724 SFD 6.875 6.500 $ 1,773.71 360 1-Nov-28
4913807 NEWPORT RI 02840 SFD 7.500 6.500 $ 1,510.30 360 1-Oct-28
4913863 NEWPORT BEACH CA 92660 SFD 7.500 6.500 $3,188.42 360 1-Nov-28
4913886 CHESAPEAKE VA 23321 SFD 7.250 6.500 $ 1,995.37 360 1-Oct-28
4913936 RANCHO CUCAMONGA CA 91739 SFD 7.125 6.500 $ 1,169.24 360 1-Nov-28
4913955 GLEN ELLYN IL 60137 SFD 7.250 6.500 $ 1,719.08 360 1-Oct-28
4913995 SOUTH SAN FRANCISCO CA 94080 SFD 7.375 6.500 $ 1,505.67 360 1-Nov-28
4914022 MOUNTAIN VIEW CA 94040 LCO 7.375 6.500 $ 1,291.56 360 1-Nov-28
4914058 MAHOPAC NY 10541 SFD 7.000 6.500 $ 1,606.71 360 1-Nov-28
4914071 DIX HILLS NY 11746 SFD 7.125 6.500 $2,560.13 360 1-Nov-28
4914075 SAN FRANCISCO CA 94116 SFD 7.250 6.500 $2,137.26 360 1-Nov-28
4914104 LOS ANGELES CA 90045 SFD 7.125 6.500 $ 2,166.01 360 1-Nov-28
4914120 CALABASAS CA 91302 SFD 7.000 6.500 $ 1,910.75 360 1-Nov-28
4914641 SAN FRANCISCO CA 94122 SFD 7.125 6.500 $ 1,679.58 360 1-Nov-28
4914683 TUSTIN CA 92782 SFD 7.125 6.500 $ 2,459.08 360 1-Nov-28
4914699 YORBA LINDA CA 92886 SFD 7.625 6.500 $2,323.61 300 1-Nov-23
4914703 LOS ALAMITOS CA 90720 SFD 7.250 6.500 $2,503.59 360 1-Oct-28
4914714 LA CANADA FLINTRIDGE AREA CA 91011 SFD 6.875 6.500 $ 4,204.35 360 1-Nov-28
4914726 AGOURA HILLS CA 91301 SFD 7.250 6.500 $ 2,022.66 360 1-Nov-28
4914734 SAUGUS AREA CA 92150 SFD 7.125 6.500 $ 2,551.38 360 1-Nov-28
4914743 CAMARILLO CA 93012 PUD 7.125 6.500 $ 3,051.95 360 1-Nov-28
4914838 LOS ALAMITOS CA 90720 SFD 7.125 6.500 $ 2,036.32 360 1-Nov-28
4914851 THOUSAND OAKS CA 91362 SFD 7.125 6.500 $ 1,717.99 360 1-Nov-28
4914853 SAN FRANCISCO CA 94122 SFD 7.375 6.500 $ 1,947.71 360 1-Nov-28
4914856 SAN CLEMENTE CA 92673 SFD 6.875 6.500 $ 1,670.57 360 1-Nov-28
4914887 LOS ANGELES CA 91335 SFD 7.125 6.500 $ 1,711.25 360 1-Nov-28
4914894 LOS ANGELES CA 91364 SFD 7.125 6.500 $1,933.58 360 1-Nov-28
4914899 CULVER CITY CA 90230 SFD 7.125 6.500 $ 2,324.98 240 1-Nov-18
4914902 IRVINE CA 92620 SFD 7.125 6.500 $1,933.58 360 1-Oct-28
4914946 WESTHILLS AREA CA 91307 SFD 7.250 6.500 $ 2,046.53 360 1-Nov-28
4914953 MILL VALLEY CA 94941 SFD 7.250 6.500 $ 2,063.59 360 1-Nov-28
4914957 LOS ALAMITOS AREA CA 90720 SFD 6.500 6.233 $1,798.24 360 1-Nov-28
4914960 CAMARILLO CA 93010 SFD 7.250 6.500 $ 1,821.42 360 1-Nov-28
4914963 DANVILLE CA 94526 SFD 7.125 6.500 $ 1,862.16 360 1-Nov-28
4914967 PACIFICA CA 94044 SFD 7.125 6.500 $ 1,707.88 360 1-Nov-28
4914976 TUSTIN CA 92782 SFD 7.125 6.500 $ 1,852.73 360 1-Nov-28
4914979 MANHATTAN BEACH CA 90266 SFD 7.125 6.500 $3,031.74 360 1-Nov-28
4914984 IRVINE CA 92606 SFD 7.125 6.500 $ 1,819.05 360 1-Nov-28
4915008 LONG BEACH CA 90803 SFD 7.125 6.500 $ 2,032.28 360 1-Nov-28
4915018 AURORA CO 80015 SFD 7.875 6.500 $ 2,082.04 360 1-Nov-28
4915019 LAGUNA NIGUEL CA 92677 SFD 6.875 6.500 $ 2,023.35 360 1-Nov-28
4915024 SAUGUS CA 91350 SFD 7.125 6.500 $1,662.74 360 1-Nov-28
4915059 LAGUNA BEACH CA 92677 SFD 6.875 6.500 $3,383.19 360 1-Nov-28
4915069 BERKELEY CA 94707 SFD 7.000 6.500 $1,856.20 360 1-Nov-28
4915083 ATWATER CA 95301 SFD 7.125 6.500 $1,798.83 360 1-Nov-28
4915087 LIVERMORE CA 94550 SFD 7.625 6.500 $2,583.45 360 1-Nov-28
4915088 CASTRO VALLEY CA 94552 SFD 7.125 6.500 $1,744.94 360 1-Nov-28
4915093 VALENCIA CA 91354 SFD 7.125 6.500 $ 2,198.01 360 1-Nov-28
4915097 SANTA ANA CA 92706 SFD 7.125 6.500 $1,926.84 360 1-Nov-28
4915100 TORRANCE CA 90501 SFD 6.875 6.500 $ 2,654.00 360 1-Nov-28
4915130 PLANO TX 75093 SFD 7.250 6.500 $ 1,773.66 360 1-Nov-28
4915164 YORBA LINDA CA 92887 SFD 7.250 6.500 $3,301.73 360 1-Nov-28
4915171 PLEASANTON CA 94566 SFD 7.000 6.500 $1,836.23 360 1-Nov-28
4915173 PALO ALTO CA 94303 SFD 7.250 6.500 $ 3,069.79 360 1-Nov-28
4915180 MENLO PARK CA 94025 SFD 7.125 6.500 $ 2,161.29 360 1-Nov-28
4915517 DUNN LORING VA 22027 SFD 7.125 6.500 $ 1,681.61 360 1-Nov-28
4915576 FREMONT CA 94539 SFD 7.250 6.500 $2,043.12 360 1-Nov-28
4915587 FREMONT CA 94539 SFD 7.250 6.500 $2,967.47 360 1-Nov-28
4915593 SAN JOSE CA 95126 SFD 7.125 6.500 $2,135.69 360 1-Nov-28
4915763 WEST CHESTER OH 45069 SFD 7.625 6.500 $ 1,879.19 360 1-Nov-28
4915795 RANCHO PALOS VERDE CA 90275 SFD 6.875 6.500 $ 2,669.44 360 1-Nov-28
4915807 DANA POINT CA 92629 SFD 6.875 6.500 $1,806.56 360 1-Nov-28
4915819 CALABASAS CA 91302 SFD 7.250 6.500 $ 2,660.49 360 1-Nov-28
4915824 TORRANCE CA 90505 SFD 6.875 6.500 $ 2,167.87 360 1-Nov-28
4915825 ORANGE CA 92869 SFD 6.875 6.500 $ 1,931.38 360 1-Nov-28
4915834 SANTA ANA CA 92706 SFD 7.125 6.500 $ 3,604.40 360 1-Nov-28
4915837 AREA OF VISTA CA 92084 SFD 7.125 6.500 $ 1,949.75 360 1-Nov-28
4915845 LAKE FOREST CA 92630 SFD 7.125 6.500 $ 1,931.56 360 1-Nov-28
4915847 SAUGUS AREA CA 91350 SFD 7.250 6.500 $ 2,011.74 360 1-Nov-28
4915855 LA HABRA CA 90631 SFD 7.375 6.500 $ 1,761.23 360 1-Nov-28
4915866 LOOMIS CA 95650 SFD 7.125 6.500 $ 1,731.46 360 1-Nov-28
4915874 THOUSAND OAKS CA 91362 LCO 7.125 6.500 $2,216.54 360 1-Nov-28
4915876 LOS ANGELES CA 90045 SFD 7.125 6.500 $1,879.68 360 1-Nov-28
4915893 SANTA ANA CA 92705 SFD 7.000 6.500 $ 1,867.51 360 1-Nov-28
4915900 SOUTHLAKE TX 76092 SFD 6.875 6.500 $2,627.72 360 1-Nov-28
4915948 SWAMPSCOTT MA 01907 SFD 7.375 6.500 $ 2,030.58 360 1-Oct-28
4916451 FREMONT CA 94539 SFD 7.125 6.500 $ 1,778.62 360 1-Nov-28
4916460 YORBA LINDA CA 92887 SFD 6.875 6.500 $3,153.26 360 1-Nov-28
4916462 SAN PEDRO CA 90732 SFD 7.125 6.500 $ 2,752.15 360 1-Nov-28
4916467 CUPERTINO CA 95014 SFD 7.125 6.500 $ 2,270.44 360 1-Nov-28
4916479 CAMARILLO CA 93012 SFD 7.125 6.500 $2,735.30 360 1-Nov-28
4916483 DANA POINT CA 92629 SFD 7.375 6.500 $ 1,747.41 360 1-Nov-28
4916487 LONG BEACH CA 90808 SFD 7.125 6.500 $1,738.20 360 1-Nov-28
4916493 RANCHO SANTA MARGARITA A CA 92688 SFD 7.125 6.500 $1,698.45 360 1-Nov-28
4916499 BROOKLINE MA 02167 SFD 7.125 6.500 $2,762.25 360 1-Nov-28
4916618 LOS ANGELES CA 90045 SFD 7.125 6.500 $ 2,295.36 360 1-Nov-28
4916663 ANAHEIM CA 92808 SFD 7.125 6.500 $ 2,046.09 360 1-Nov-28
4916674 SAN FRANCISCO CA 94132 LCO 7.250 6.500 $ 1,944.21 360 1-Nov-28
4916681 MORAGA CA 94556 SFD 7.250 6.500 $2,148.86 360 1-Nov-28
4916685 IRVINE CA 92620 SFD 6.875 6.500 $2,710.49 360 1-Nov-28
4916688 SACRAMENTO CA 95864 SFD 7.125 6.500 $ 1,920.10 360 1-Nov-28
4916704 TUSTIN CA 92782 PUD 7.125 6.500 $ 1,866.21 360 1-Nov-28
4916708 SAN DIEGO CA 92122 SFD 7.125 6.500 $2,128.96 360 1-Nov-28
4916719 LOS ANGELES CA 90034 SFD 7.125 6.500 $ 1,717.99 360 1-Nov-28
4916725 SOUTH PASADENA CA 91030 SFD 6.875 6.500 $ 2,430.64 360 1-Nov-28
4916812 WHITTIER CA 90605 SFD 7.500 6.500 $2,254.97 360 1-Nov-28
4917262 GLENDALE CA 91214 SFD 7.125 6.500 $1,680.26 360 1-Nov-28
4917267 SAN DIEGO CA 92122 HCO 7.125 6.500 $2,533.19 360 1-Nov-28
4917280 TRABUCO CANYON AREA CA 92679 SFD 6.875 6.500 $2,179.04 360 1-Nov-28
4917286 WOODLAND HILLS LOS ANGELE CA 91367 SFD 7.250 6.500 $ 1,773.66 360 1-Nov-28
4917292 GLENDALE CA 91208 SFD 7.125 6.500 $ 2,017.79 360 1-Nov-28
4917297 ARROYO GRANDE CA 93420 SFD 7.375 6.500 $3,522.45 360 1-Nov-28
4917309 MORRO BAY CA 93442 SFD 7.125 6.500 $ 1,819.05 360 1-Nov-28
4917319 SANTA MONICA CA 90405 SFD 7.125 6.500 $ 2,508.93 360 1-Nov-28
4917323 HUNTINGTON BEACH CA 92648 SFD 7.125 6.500 $2,587.08 360 1-Nov-28
4917326 FULLERTON CA 92835 SFD 7.125 6.500 $ 1,784.01 360 1-Nov-28
4917333 LAGUNA NIGUEL CA 92677 SFD 7.125 6.500 $ 1,697.78 360 1-Nov-28
4917337 MALIBU CA 90265 SFD 6.875 6.500 $ 4,266.76 360 1-Nov-28
4917390 FOUNTAIN VALLEY CA 92708 PUD 7.125 6.500 $1,738.20 360 1-Nov-28
4917393 LOS ANGELES CA 90068 SFD 7.125 6.500 $2,081.80 360 1-Nov-28
4917396 MOORPARK CA 93021 SFD 7.125 6.500 $1,744.94 360 1-Nov-28
4917411 ANAHEIM HILLS CA 92808 SFD 7.125 6.500 $1,643.88 360 1-Nov-28
4917414 RANCHO PALOS VERDES CA 90275 SFD 7.125 6.500 $ 3,469.66 360 1-Nov-28
4917419 WOODBRIDGE CT 06525 SFD 7.000 6.500 $ 2,280.66 360 1-Nov-28
4917432 ORANGE CA 92869 SFD 7.250 6.500 $ 2,444.24 360 1-Nov-28
4917443 LOS ANGELES CA 90035 SFD 7.125 6.500 $1,809.95 360 1-Nov-28
4917460 POWAY CA 92064 SFD 7.875 6.500 $ 3,480.33 360 1-Nov-28
4917545 SEAL BEACH CA 90740 SFD 7.125 6.500 $ 1,751.67 360 1-Nov-28
4917548 VALENCIA CA 91354 SFD 7.125 6.500 $2,001.96 360 1-Nov-28
4917557 LOS ANGELES CA 90045 SFD 7.125 6.500 $ 3,051.95 360 1-Nov-28
4917565 RESTON VA 22091 SFD 6.875 6.500 $ 1,664.01 360 1-Nov-28
4917567 NORTHRIDGE CA 91324 SFD 7.125 6.500 $2,944.15 360 1-Nov-28
4917573 LOS ANGELES CA 90064 SFD 7.125 6.500 $ 3,498.63 360 1-Nov-28
4917579 THOUSAND OAKS CA 91362 SFD 7.125 6.500 $2,189.59 360 1-Nov-28
4917586 SAN CLEMENTE CA 92673 SFD 7.125 6.500 $2,001.37 300 1-Nov-23
4917590 LOS ANGELES CA 90049 SFD 7.375 6.500 $ 3,287.62 360 1-Nov-28
4917594 FAIRFIELD BAY AR 72088 SFD 7.250 6.500 $ 3,300.03 360 1-Nov-28
4917598 SANTA ANA CA 92706 PUD 7.125 6.500 $ 1,819.05 360 1-Nov-28
4917599 NEWPORT BEACH CA 92660 SFD 7.125 6.500 $ 4,345.49 360 1-Nov-28
4917602 LAGUNA NIGUEL CA 92677 LCO 7.125 6.500 $ 2,479.96 360 1-Nov-28
4917607 THOUSAND OAKS CA 91362 LCO 7.125 6.500 $2,469.18 360 1-Nov-28
4917629 ARCADIA CA 91006 SFD 7.125 6.500 $3,018.26 360 1-Nov-28
4917656 LOS ANGELES CA 90272 SFD 6.875 6.500 $2,956.18 360 1-Nov-28
4917673 NEWBURY PARK CA 91320 SFD 6.875 6.500 $2,594.87 360 1-Nov-28
4917699 VALENCIA CA 91354 SFD 7.125 6.500 $ 1,852.73 360 1-Nov-28
4917704 YORBA LINDA CA 92686 SFD 7.250 6.500 $ 1,910.10 360 1-Nov-28
4917718 SCOTTS VALLEY CA 95066 SFD 7.125 6.500 $2,189.59 360 1-Nov-28
4917813 REDONDO BEACH CA 90278 LCO 7.250 6.500 $1,956.49 360 1-Nov-28
4917834 SANTA MONICA CA 90403 SFD 7.125 6.500 $ 3,233.85 360 1-Nov-28
4917840 CULVER CITY AREA CA 90230 SFD 7.125 6.500 $ 1,768.52 360 1-Nov-28
4918135 SAN DIEGO CA 92130 SFD 7.125 6.500 $2,352.97 360 1-Nov-28
4918167 FULLERTON CA 92833 SFD 7.250 6.500 $1,828.24 360 1-Nov-28
4918266 LAGUNA HILLS CA 92653 SFD 7.250 6.500 $1,998.78 360 1-Nov-28
4918270 SANTA MONICA CA 90402 SFD 7.250 6.500 $2,527.47 360 1-Nov-28
4918275 PALMDALE CA 93551 SFD 7.250 6.500 $1,664.52 360 1-Nov-28
4918295 MANHATTAN BEACH CA 90266 SFD 7.250 6.500 $3,479.10 360 1-Nov-28
4918332 LOS ANGELES CA 90045 SFD 7.250 6.500 $ 1,957.85 360 1-Nov-28
4918423 BEVERLY HILLS CA 90212 HCO 7.250 6.500 $ 1,739.55 360 1-Nov-28
4918441 LAGUNA NIGUEL CA 92677 SFD 7.250 6.500 $1,903.28 360 1-Nov-28
4918452 GLENDORA CA 91740 SFD 7.125 6.500 $ 1,805.57 360 1-Nov-28
4918472 LOS ANGELES CA 90068 SFD 7.000 6.500 $ 1,703.18 360 1-Nov-28
4918719 WEST HILLS CA 91307 SFD 7.250 6.500 $3,479.10 360 1-Nov-28
4918726 LOS ANGELES CA 91436 SFD 7.250 6.500 $1,968.08 360 1-Nov-28
4918746 WALNUT CREEK CA 94598 SFD 7.250 6.500 $ 1,742.97 360 1-Nov-28
4918749 FLANDERS NJ 07836 SFD 7.250 6.500 $ 1,675.43 360 1-Aug-28
4918754 BUENA PARK CA 90620 PUD 7.000 6.500 $ 1,729.13 360 1-Nov-28
4918758 LONG BEACH CA 90807 SFD 7.250 6.500 $1,780.49 360 1-Nov-28
4918791 NORCO CA 91760 SFD 7.250 6.500 $1,664.52 360 1-Nov-28
4918814 CYPRESS CA 90630 SFD 7.250 6.500 $2,657.76 360 1-Nov-28
4919090 OJAI CA 93023 SFD 7.250 6.500 $2,130.44 360 1-Nov-28
4919106 CYPRESS CA 90630 SFD 7.000 6.500 $2,000.57 360 1-Nov-28
4919107 ROWLAND HEIGHTS AREA CA 91748 SFD 7.000 6.500 $ 2,594.68 360 1-Nov-28
4919985 FAYETTEVILLE AR 72703 SFD 6.750 6.483 $2,010.98 360 1-Nov-28
4919995 FAYETTEVILLE AR 72703 SFD 7.125 6.500 $ 2,694.87 360 1-Nov-28
4920233 WILMETTE IL 60091 SFD 7.250 6.500 $ 2,046.53 360 1-Nov-28
4920253 CRESSKILL NJ 07626 SFD 7.750 6.500 $2,256.70 360 1-Nov-28
4920306 ST AUGUSTINE FL 32084 SFD 7.375 6.500 $ 2,762.71 360 1-Dec-28
4920792 SPOKANE WA 99201 SFD 6.750 6.483 $ 1,929.71 360 1-Dec-28
4920926 SAN JUAN CAPISTRANO CA 92675 SFD 7.500 6.500 $ 3,255.55 360 1-Nov-28
4920972 OXFORD MI 48371 SFD 7.250 6.500 $ 1,086.71 360 1-Nov-28
4921263 LOS ANGELES CA 90045 SFD 7.250 6.500 $1,639.27 360 1-Nov-28
4921625 TULSA OK 74114 SFD 7.125 6.500 $2,128.95 360 1-Nov-28
4921662 ANAHEIM CA 92808 SFD 7.250 6.500 $ 2,008.26 360 1-Nov-28
4921899 ALISO VIEJO AREA CA 92656 LCO 6.500 6.233 $ 1,795.08 360 1-Nov-28
4921914 LONG BEACH CA 90814 LCO 7.250 6.500 $ 1,787.31 360 1-Nov-28
4922084 MISSION VIEJO CA 92692 SFD 7.250 6.500 $ 1,708.17 360 1-Nov-28
4922103 YORBA LINDA CA 92887 SFD 7.375 6.500 $ 3,306.96 360 1-Nov-28
4922205 PASADENA AREA CA 91107 SFD 7.125 6.500 $ 2,356.00 360 1-Nov-28
4922215 SAN DIEGO CA 92014 LCO 7.125 6.500 $ 1,856.10 360 1-Nov-28
4922218 MISSION VIEJO CA 92692 SFD 7.125 6.500 $2,230.01 360 1-Nov-28
4922228 PASADENA AREA CA 91104 SFD 7.250 6.500 $ 1,691.80 360 1-Nov-28
4922237 FULLERTON CA 92833 SFD 7.000 6.500 $1,929.38 360 1-Nov-28
4922460 NEWTON MA 02459 SFD 7.250 6.500 $2,169.32 360 1-Nov-28
4923453 CROWNSVILLE MD 21032 SFD 7.250 6.500 $ 2,393.42 360 1-Nov-28
4923481 BATAVIA IL 60510 SFD 7.125 6.500 $ 2,155.90 360 1-Nov-28
4927172 LAGUNA NIGUEL CA 92677 SFD 7.250 6.500 $ 1,985.14 360 1-Dec-28
4928124 SAN RAMON CA 94583 SFD 7.250 6.500 $ 2,865.15 360 1-Nov-28
4928993 TRABUCO CANYON CA 92679 SFD 7.250 6.500 $2,148.86 360 1-Oct-28
4929270 NANUET NY 10954 SFD 7.375 6.500 $ 2,072.03 360 1-Dec-28
6183635 SANTA TERESA NM 88008 SFD 7.250 6.500 $ 1,995.37 360 1-Oct-28
6465289 IRVINE CA 92620 SFD 7.375 6.500 $ 1,684.21 360 1-Jan-28
6491672 FAIRHOPE AL 36532 SFD 7.375 6.500 $2,624.57 360 1-Nov-28
6536678 MESA AZ 85205 SFD 7.250 6.500 $1,743.98 360 1-Nov-28
6542136 CHESTER NJ 07930 SFD 7.000 6.500 $3,278.61 360 1-Nov-28
6556208 COLORADO SPRINGS CO 80908 SFD 7.250 6.500 $ 1,745.55 360 1-Nov-28
6568546 SURF CITY NJ 08008 SFD 7.500 6.500 $2,696.16 360 1-Nov-28
6578573 BRECKENRIDGE CO 80424 SFD 7.125 6.500 $3,334.91 360 1-Oct-28
6580242 CARBONDALE CO 81623 SFD 7.750 6.500 $ 1,762.37 360 1-Jan-28
6583432 PHOENIX AZ 85021 PUD 7.000 6.500 $ 2,874.11 360 1-Nov-28
6583839 FALLBROOK CA 92630 PUD 6.750 6.483 $2,140.37 360 1-Nov-28
6607860 FT WORTH TX 76132 PUD 7.000 6.500 $ 3,087.00 360 1-Aug-28
6611245 SAN DIEGO CA 92128 SFD 6.875 6.500 $2,128.78 360 1-Jan-28
6716497 PHOENIX AZ 85045 PUD 6.750 6.483 $ 1,607.53 360 1-Nov-28
6734104 NORTH OAKS MN 55127 SFD 7.375 6.500 $ 2,110.70 360 1-Apr-28
6765645 SANTA CLARA CA 95054 SFD 6.875 6.500 $1,786.29 360 1-Nov-28
6767007 WAUCONDA IL 60084 SFD 7.250 6.500 $1,880.23 360 1-Nov-28
6771697 CRYSTAL LAKE IL 60014 SFD 7.250 6.500 $2,148.86 360 1-Nov-28
6782185 BOLINGBROOK IL 60490 SFD 7.250 6.500 $ 1,725.22 360 1-Nov-28
6795436 EAGAN MN 55122 SFD 7.000 6.500 $ 1,616.69 360 1-Nov-28
6804742 SCOTTSDALE AZ 85259 PUD 7.250 6.500 $ 2,206.84 360 1-Nov-28
6826822 OAK PARK CA 91301 PUD 6.750 6.483 $2,756.54 360 1-Nov-28
6832605 GLEN MILLS PA 19342 SFD 6.750 6.483 $1,998.46 360 1-Nov-28
6837647 OAK PARK CA 91301 SFD 7.250 6.500 $ 2,501.54 360 1-Aug-28
6839183 WYOMING MN 55092 SFD 7.250 6.500 $ 1,705.44 360 1-Oct-28
6850123 VERNON HILLS IL 60061 SFD 7.250 6.500 $ 2,387.62 360 1-Oct-28
6852864 TUSTIN CA 92782 PUD 7.250 6.500 $ 1,931.58 360 1-Sep-28
6859096 MONTVILLE TWNSHIP NJ 07045 SFD 6.875 6.500 $ 2,610.57 240 1-Nov-18
6874427 CRYSTAL LAKE IL 60014 SFD 7.250 6.500 $1,839.58 360 1-Nov-28
6882934 DUDLEY MA 01571 SFD 7.750 6.500 $ 779.10 360 1-Oct-28
6894231 HAMILTON MT 59840 SFD 7.000 6.500 $ 1,896.11 360 1-Nov-28
6894434 PLEASANT VALLEY IA 52767 SFD 7.375 6.500 $ 2,110.70 360 1-Jul-28
6897874 CAMARILLO CA 93010 SFD 6.750 6.483 $1,849.48 360 1-Nov-28
6899995 VESTAL NY 13850 SFD 7.500 6.500 $1,909.73 360 1-Oct-28
6903253 MARIETTA GA 30066 SFD 7.375 6.500 $1,666.93 360 1-Oct-28
6913471 CAMARILLO CA 93010 SFD 6.875 6.500 $ 2,002.98 360 1-Aug-28
6915952 INDIALANTIC FL 32903 PUD 7.500 6.500 $ 874.02 360 1-Nov-28
6922890 DANVILLE CA 94526 SFD 6.750 6.483 $1,686.36 360 1-Nov-28
6925129 CHANHASSEN MN 55317 SFD 7.000 6.500 $ 1,785.17 360 1-Nov-28
6925371 SIMI VALLEY CA 93065 SFD 6.875 6.500 $ 1,747.43 360 1-Nov-28
6925684 SAN DIEGO CA 92131 PUD 6.875 6.500 $ 1,708.01 360 1-Oct-28
6927577 SOUTH RIDING VA 20152 SFD 6.750 6.483 $ 2,071.95 360 1-Nov-28
6932679 CENTREVILLE VA 20121 SFD 6.500 6.233 $ 1,557.73 360 1-Nov-28
6932690 CENTREVILLE VA 20121 PUD 6.625 6.358 $1,870.33 240 1-Nov-18
6934981 GREAT FALLS VA 22066 SFD 6.750 6.483 $ 1,984.71 360 1-Sep-28
6938359 GIG HARBOR WA 98332 SFD 7.375 6.500 $ 1,453.18 360 1-Oct-28
6940317 VALENCIA CA 91354 LCO 6.125 5.858 $ 376.72 360 1-Jul-28
6947729 MONUMENT CO 80132 SFD 7.125 6.500 $ 2,239.78 360 1-Nov-28
6953754 EDINA MN 55424 SFD 6.875 6.500 $2,627.72 360 1-Oct-28
6955127 ROCKVILLE MD 20850 SFD 6.875 6.500 $2,218.78 360 1-Nov-28
6974092 CANYON COUNTRY CA 91351 SFD 6.875 6.500 $ 3,564.17 360 1-Nov-28
6981725 LAS FLORES AREA CA 92688 PUD 7.250 6.500 $ 2,131.80 360 1-Nov-28
6986325 SANTEE CA 92071 SFD 7.000 6.500 $1,828.25 360 1-Nov-28
6986508 SNOWMASS CO 81654 SFD 7.000 6.500 $ 2,395.09 360 1-Nov-28
7000785 WEST CHESTER PA 19382 SFD 6.875 6.500 $2,107.39 360 1-Sep-28
7036696 ALISO VIEJO CA 92656 LCO 7.375 6.500 $1,790.92 360 1-Nov-28
7042954 PLYMOUTH MN 55447 SFD 7.125 6.500 $ 1,852.73 360 1-Oct-28
7058175 OAK PARK CA 91301 PUD 6.875 6.500 $ 2,558.41 360 1-Nov-28
7075248 LIVINGSTON NJ 07039 SFD 6.875 6.500 $ 2,167.87 360 1-Nov-28
7083874 SAN JOSE CA 95132 SFD 7.375 6.500 $ 2,301.71 360 1-Sep-28
7087945 AUDUBON NJ 08106 SFD 7.625 6.500 $ 495.46 360 1-Nov-28
7089581 BUENA PARK CA 90620 LCO 7.250 6.500 $ 1,818.00 360 1-Nov-28
7091529 PARK CITY UT 84098 SFD 7.250 6.500 $ 4,093.06 360 1-Oct-28
7092601 OAK PARK CA 91301 SFD 6.750 6.483 $2,772.43 360 1-Nov-28
7096777 STAMFORD CT 06902 SFD 6.875 6.500 $ 2,621.15 360 1-Nov-28
7102463 LAFAYETTE CO 80026 SFD 7.000 6.500 $ 2,528.15 360 1-Oct-28
7103472 DEL MAR CA 92014 LCO 7.250 6.500 $ 2,911.53 360 1-Sep-28
7103821 BROOKLYN NY 11217 MF2 7.875 6.500 $ 2,443.48 360 1-Sep-28
7105319 BOTHELL WA 98021 SFD 7.375 6.500 $ 1,825.11 360 1-Oct-28
7106922 NEWTON MA 02468 SFD 7.500 6.500 $ 2,237.49 360 1-Oct-28
7107965 CHASKA MN 55318 SFD 7.375 6.500 $ 1,856.53 360 1-Sep-28
7111103 NANUET NY 10954 SFD 7.375 6.500 $ 1,989.14 360 1-Nov-28
7113646 SAN FRANCISCO CA 94110 SFD 7.500 6.500 $1,845.93 360 1-Nov-28
7114043 PACIFIC GROVE CA 93950 SFD 6.875 6.500 $ 1,859.11 360 1-Nov-28
7114167 ALPHARETTA GA 30022 PUD 7.125 6.500 $ 1,831.98 360 1-Nov-28
7116240 WESTFIELD NJ 07090 SFD 6.625 6.358 $ 2,663.69 360 1-Nov-28
7118281 WOODBURY NY 11797 SFD 7.250 6.500 $1,800.95 360 1-Oct-28
7119002 ALLSTON MA 02134 MF2 7.875 6.500 $ 2,512.37 360 1-Sep-28
7122438 SAN JOSE CA 95111 PUD 7.375 6.500 $1,846.87 360 1-Nov-28
7122669 SAN FRANCISCO CA 94107 LCO 7.000 6.500 $2,448.31 360 1-Nov-28
7123111 MILFORD NJ 08848 SFD 7.500 6.500 $ 908.98 360 1-Oct-28
7123372 CLEARWATER FL 33767 HCO 7.375 6.500 $ 3,074.89 360 1-Sep-28
7123754 VADNAIS HEIGHTS MN 55127 SFD 7.000 6.500 $ 1,783.01 360 1-Nov-28
7125174 NOVI MI 48374 SFD 7.500 6.500 $ 3,048.58 360 1-Nov-28
7129630 WESTLAKE VILLAGE CA 91361 SFD 7.250 6.500 $1,872.23 360 1-Nov-28
7130458 UNION CITY CA 94587 SFD 7.125 6.500 $ 2,067.64 360 1-Nov-28
7130709 TRACY CA 95376 SFD 7.375 6.500 $ 1,818.55 360 1-Oct-28
7130831 HORTONVILLE WI 54944 SFD 7.500 6.500 $1,992.76 360 1-Sep-28
7135136 BOULDER CO 80301 PUD 7.375 6.500 $2,416.42 360 1-Oct-28
7135191 LA VERNE CA 91750 SFD 6.875 6.500 $ 2,364.94 360 1-Nov-28
7136458 CHELSEA MI 48118 SFD 7.500 6.500 $1,992.76 360 1-Nov-28
7138739 SILVER SPRING MD 20906 SFD 7.375 6.500 $1,824.07 360 1-Oct-28
7139553 MENLO PARK CA 95348 SFD 6.875 6.500 $ 3,284.64 360 1-Sep-28
7143941 ENGLEWOOD CO 80110 SFD 7.375 6.500 $ 4,489.39 360 1-Oct-28
7144356 SOUTH JORDAN UT 84095 SFD 7.125 6.500 $1,766.49 360 1-Oct-28
7144670 GOLD RIVER CA 95670 PUD 7.375 6.500 $2,106.56 360 1-Nov-28
7146259 SO BARRINGTON IL 60010 SFD 7.250 6.500 $ 2,046.53 360 1-Sep-28
7149004 WEST DES MOINES IA 50265 SFD 7.000 6.500 $ 3,246.68 360 1-Oct-28
7151671 ST PAUL MN 55102 SFD 7.000 6.500 $ 1,610.70 360 1-Oct-28
7152085 FORT WASHINGTON PA 19034 SFD 7.000 6.500 $2,215.46 360 1-Nov-28
7152881 GIG HARBOR WA 98335 SFD 7.500 6.500 $ 629.29 360 1-Sep-28
7153302 BELLVUE CO 80512 SFD 7.250 6.500 $1,500.24 360 1-Oct-28
7153668 LA JOLLA CA 92037 PUD 7.000 6.500 $ 2,468.27 360 1-Nov-28
7153766 SAN DIEGO CA 92129 SFD 7.000 6.500 $ 2,203.48 360 1-Nov-28
7154224 MIDDLETOWN NJ 07748 SFD 7.625 6.500 $1,884.50 360 1-Oct-28
7161294 GILROY CA 95020 SFD 7.000 6.500 $2,153.92 360 1-Nov-28
7162646 HIDDEN HILLS CA 91302 SFD 7.250 6.500 $ 4,093.06 360 1-Nov-28
7163511 MOUNT PROSPECT IL 60056 SFD 7.500 6.500 $1,838.03 360 1-Sep-28
7164336 CLIVE IA 50325 SFD 6.875 6.500 $2,272.97 360 1-Nov-28
7165884 FREMONT CA 94536 SFD 7.000 6.500 $1,644.63 360 1-Nov-28
7166203 FREMONT CA 94555 PUD 6.750 6.483 $2,252.91 360 1-Nov-28
7166971 LA JOLLA CA 92037 SFD 6.625 6.358 $ 1,721.26 300 1-Nov-23
7179177 MONTVALE NJ 07645 SFD 7.500 6.500 $1,826.70 360 1-Nov-28
7180655 BURLINGTON VT 05401 SFD 7.375 6.500 $ 1,975.33 360 1-Oct-28
7180890 BRECKENRIDGE CO 80424 SFD 7.375 6.500 $ 3,259.96 360 1-Nov-28
7185152 FREMONT CA 94538 SFD 7.125 6.500 $ 1,888.10 360 1-Oct-28
7185807 EDWARDS CO 81632 SFD 7.125 6.500 $ 1,881.02 360 1-Oct-28
7188222 DURHAM NC 27705 SFD 7.250 6.500 $ 1,773.66 360 1-Nov-28
7188606 SAN DIEGO CA 92130 SFD 7.125 6.500 $ 3,890.72 360 1-Nov-28
7189985 DANVILLE CA 94506 SFD 7.000 6.500 $ 3,878.71 360 1-Nov-28
7193109 SAN DIEGO CA 92119 SFD 7.000 6.500 $1,929.38 360 1-Nov-28
7194623 KIHEI HI 96753 SFD 6.875 6.500 $ 4,161.64 360 1-Nov-28
7194743 NORRISTOWN PA 19401 SFD 7.250 6.500 $ 1,839.15 360 1-Oct-28
7195811 COTO DE CAZA CA 92679 PUD 7.250 6.500 $ 1,773.66 360 1-Nov-28
7197423 EDEN PRAIRIE MN 55346 SFD 7.375 6.500 $ 1,738.77 360 1-Nov-28
7197595 KEY LARGO FL 33037 SFD 7.375 6.500 $6,906.75 360 1-Nov-28
7199258 CHADDS FORD PA 19317 SFD 6.750 6.483 $2,532.13 360 1-Oct-28
7200117 PLEASANTON CA 94566 SFD 7.125 6.500 $ 2,802.67 360 1-Oct-28
7202292 BRISBANE CA 94005 SFD 7.125 6.500 $1,286.80 360 1-Nov-28
7202462 SOMONAUK IL 60552 SFD 7.125 6.500 $ 1,879.67 360 1-Nov-28
7203413 SWAMPSCOTT MA 01907 SFD 7.625 6.500 $1,840.26 360 1-Nov-28
7203432 POWAY CA 92064 SFD 7.125 6.500 $ 3,145.59 360 1-Nov-28
7203665 SNOHOMISH WA 98290 SFD 7.125 6.500 $2,358.01 360 1-Nov-28
7206006 EL GRANADA CA 94018 SFD 6.750 6.483 $1,634.47 360 1-Nov-28
7206525 DENVER CO 80218 LCO 7.250 6.500 $ 1,739.55 360 1-Nov-28
7207023 CHARLOTTE NC 28278 SFD 6.875 6.500 $1,642.32 360 1-Nov-28
7207068 BOYCE VA 22620 SFD 7.125 6.500 $3,132.79 360 1-Oct-28
7208818 IRVINE CA 92620 SFD 7.250 6.500 $1,867.46 360 1-Oct-28
7208951 LAS FLORES CA 92688 SFD 7.625 6.500 $2,047.56 360 1-Oct-28
7209342 SANTA CRUZ CA 95060 SFD 7.000 6.500 $ 2,155.58 360 1-Nov-28
7210501 MCGREGOR TX 76657 SFD 7.125 6.500 $3,013.04 360 1-Oct-28
7211152 LOWER MERION TWP PA 19041 SFD 7.125 6.500 $3,031.73 360 1-Nov-28
7212499 BULLHEAD CITY AZ 86429 SFD 7.500 6.500 $1,748.04 360 1-Nov-28
7213063 SNOWMASS VILLAGE CO 81615 LCO 7.250 6.500 $ 2,728.71 360 1-Nov-28
7213386 DALY CITY CA 94104 SFD 6.875 6.500 $ 1,906.19 360 1-Nov-28
7213613 KIRKLAND WA 98033 LCO 7.000 6.500 $2,128.97 360 1-Nov-28
7214353 DIAMOND BAR CA 91765 SFD 7.250 6.500 $ 6,627.34 360 1-Oct-28
7214765 NORDMAN ID 83848 SFD 7.250 6.500 $ 2,046.53 360 1-Nov-28
7214855 LONG LAKE MN 55356 SFD 6.875 6.500 $ 1,911.66 360 1-Nov-28
7217575 COLD SPRING MN 56320 SFD 7.125 6.500 $ 2,425.39 360 1-Nov-28
7217593 LOS ANGELES CA 91411 SFD 7.375 6.500 $1,709.42 360 1-Nov-28
7221236 ORANGE CA 92869 SFD 7.750 6.500 $ 2,453.00 360 1-Nov-28
7221623 WILTON CT 06897 SFD 6.875 6.500 $ 2,102.17 360 1-Nov-28
7221691 EL DORADO HILLS CA 95762 SFD 7.125 6.500 $1,702.30 360 1-Nov-28
7224012 ELK GROVE CA 95758 PUD 7.250 6.500 $1,799.89 360 1-Oct-28
7227784 CHANHASSEN MN 55317 SFD 7.000 6.500 $2,049.13 360 1-Nov-28
7228536 EL SEGUNDO CA 90245 SFD 7.250 6.500 $ 2,217.07 360 1-Nov-28
7230711 COLTS NECK NJ 07722 SFD 7.125 6.500 $ 1,681.60 360 1-Nov-28
7231216 WOODSTOCK IL 60098 SFD 7.375 6.500 $1,664.53 360 1-Nov-28
7232849 SAN JOSE CA 95135 SFD 6.500 6.233 $2,508.05 360 1-Nov-28
7233140 HONOLULU HI 96825 SFD 6.875 6.500 $ 2,443.78 360 1-Nov-28
7234847 MORGAN HILL CA 95037 PUD 6.625 6.358 $ 3,161.86 360 1-Nov-28
7234890 EDWARDS CO 81632 SFD 7.125 6.500 $ 3,926.09 360 1-Nov-28
7235807 SAN FRANCISCO CA 94107 LCO 7.000 6.500 $ 2,089.05 360 1-Nov-28
7237953 WESTMINSTER CO 80020 SFD 7.125 6.500 $3,467.97 360 1-Oct-28
7247367 ROSS CA 94957 SFD 7.375 6.500 $ 3,646.76 360 1-Nov-28
7249086 GREENLEAF WI 54126 SFD 7.500 6.500 $2,447.25 360 1-Oct-28
7249110 LITTLETON CO 80121 SFD 7.125 6.500 $ 1,984.77 360 1-Nov-28
7257154 ATLANTA GA 30306 SFD 7.000 6.500 $ 2,208.80 360 1-Nov-28
7257576 WASHINGTON DC 20015 SFD 7.375 6.500 $2,075.48 360 1-Nov-28
7258315 CAMARILLO CA 93010 SFD 7.250 6.500 $ 2,728.71 360 1-Oct-28
7258379 OJAI CA 93023 SFD 7.250 6.500 $2,434.01 360 1-Nov-28
7258656 SANDY UT 84092 PUD 7.000 6.500 $1,940.02 360 1-Nov-28
7258665 LOOMIS CA 95650 SFD 7.125 6.500 $6,099.12 360 1-Nov-28
7261648 WOODINVILLE WA 98072 SFD 7.125 6.500 $1,993.87 360 1-Nov-28
7270282 HOUSTON TX 77056 PUD 7.000 6.500 $ 1,783.01 360 1-Nov-28
7270379 DENVER CO 80209 SFD 7.500 6.500 $ 2,624.85 360 1-Nov-28
7278857 FAIRFIELD CT 06432 SFD 6.750 6.483 $1,952.28 360 1-Nov-28
7281244 SYCAMORE IL 60178 SFD 7.250 6.500 $ 2,155.68 360 1-Nov-28
7281959 CLANCY MT 59634 SFD 7.500 6.500 $1,790.86 360 1-Nov-28
7282058 POWAY CA 92064 SFD 7.125 6.500 $ 4,278.11 360 1-Nov-28
7283029 ATLANTA GA 30319 SFD 6.875 6.500 $1,962.90 360 1-Nov-28
7283179 SAN DIEGO CA 92130 SFD 7.000 6.500 $1,962.64 360 1-Nov-28
7284064 DENVER CO 80202 LCO 7.000 6.500 $2,421.70 360 1-Nov-28
7285385 CHAPEL HILL NC 27514 PUD 7.250 6.500 $ 2,402.62 360 1-Nov-28
7287086 DALY CITY CA 94014 SFD 7.375 6.500 $ 1,924.57 360 1-Nov-28
7287146 BANKS OR 97106 SFD 7.125 6.500 $ 1,704.51 360 1-Dec-28
7287841 LOS GATOS CA 95032 SFD 7.000 6.500 $ 3,268.30 360 1-Nov-28
7287853 SAN JOSE CA 95136 SFD 6.875 6.500 $ 1,697.50 360 1-Nov-28
7288669 SAN FRANCISCO CA 94116 SFD 7.000 6.500 $1,649.95 360 1-Nov-28
7289633 ROCHESTER MN 55902 SFD 7.000 6.500 $ 3,444.27 360 1-Nov-28
7290854 ESCONDIDO CA 92029 SFD 7.125 6.500 $ 1,637.14 360 1-Nov-28
7291726 SALT LAKE CITY UT 84117 SFD 7.125 6.500 $2,419.32 360 1-Nov-28
7292439 CARLSBAD CA 92009 SFD 7.250 6.500 $ 2,919.71 360 1-Nov-28
7292468 EVANSTON IL 60201 SFD 7.125 6.500 $ 2,326.69 360 1-Nov-28
7294106 LOS ALTOS HILLS CA 94022 SFD 7.000 6.500 $ 6,653.03 360 1-Nov-28
7294609 ANDOVER MA 01810 SFD 7.125 6.500 $ 2,499.50 360 1-Nov-28
7295405 DENVER CO 80218 SFD 7.250 6.500 $ 2,796.92 360 1-Nov-28
7295747 MUKILTEO WA 98275 SFD 7.000 6.500 $2,138.95 360 1-Nov-28
7296192 AURORA CO 80015 SFD 7.375 6.500 $ 2,105.87 360 1-Nov-28
7298210 APTOS CA 95003 SFD 7.000 6.500 $1,829.58 360 1-Nov-28
7299238 MURRIETA CA 92562 SFD 6.875 6.500 $ 2,259.84 360 1-Nov-28
7300089 SUNNYVALE CA 94087 SFD 6.875 6.500 $ 1,760.57 360 1-Nov-28
7301716 EVERGREEN CO 80439 PUD 7.125 6.500 $2,627.50 360 1-Nov-28
7301802 CONCORD CA 94521 SFD 7.250 6.500 $1,644.04 360 1-Nov-28
7302774 DENVER CO 80209 SFD 7.375 6.500 $ 1,765.02 360 1-Nov-28
7308662 GOLDEN CO 80401 SFD 7.250 6.500 $ 2,564.98 360 1-Nov-28
7311507 MORGAN HILL CA 95037 SFD 6.625 6.358 $ 1,581.57 360 1-Nov-28
7314371 ENCINITAS CA 92007 SFD 7.375 6.500 $ 863.34 360 1-Nov-28
7315821 SAN DIEGO CA 92130 SFD 7.375 6.500 $3,280.71 360 1-Nov-28
7316170 PLEASANTON CA 94588 SFD 7.250 6.500 $1,948.30 360 1-Nov-28
7316914 ALPINE CA 91901 SFD 6.375 6.108 $ 1,547.20 360 1-Nov-28
7317177 HASTINGS MN 55033 SFD 7.500 6.500 $ 1,756.43 360 1-Nov-28
7317207 CINCINNATI OH 45208 SFD 7.000 6.500 $2,448.31 360 1-Nov-28
7317633 SAN DIEGO CA 92116 SFD 6.875 6.500 $1,733.92 360 1-Nov-28
7318953 MILL VALLEY CA 94941 SFD 7.000 6.500 $ 3,226.72 360 1-Nov-28
7321412 CASTLE ROCK CO 80104 SFD 7.125 6.500 $ 2,122.21 360 1-Nov-28
7322312 SAN DIEGO CA 92107 SFD 6.875 6.500 $ 1,665.31 360 1-Nov-28
7322515 HONOLULU HI 96825 SFD 6.750 6.483 $ 2,672.22 360 1-Nov-28
7323736 LITTLETON CO 80123 PUD 6.750 6.483 $2,561.96 360 1-Nov-28
7325910 SANTA CLARITA CA 91321 SFD 7.000 6.500 $2,727.74 360 1-Nov-28
7328225 CHAPEL HILL NC 27516 SFD 7.250 6.500 $ 2,262.06 240 1-Dec-18
7328441 CORONADO CA 92118 PUD 6.750 6.483 $ 2,257.12 360 1-Nov-28
7330316 BEVERLY HILLS CA 90210 SFD 7.000 6.500 $4,989.77 360 1-Nov-28
7335486 SCOTTSDALE AZ 85259 SFD 7.125 6.500 $2,937.41 360 1-Nov-28
7335642 LOVELAND CO 80538 SFD 6.875 6.500 $ 1,708.67 360 1-Nov-28
7335682 PASADENA CA 91107 SFD 7.250 6.500 $2,619.56 360 1-Nov-28
7336095 LA SELVA BEACH CA 95076 SFD 6.875 6.500 $ 2,622.46 360 1-Nov-28
7337243 SAINT CHARLES IL 60175 SFD 6.625 6.358 $1,920.93 360 1-Nov-28
7337278 STOCKTON CA 95204 PUD 6.875 6.500 $ 2,887.20 360 1-Nov-28
7338415 VERADALE WA 99037 SFD 7.000 6.500 $1,686.54 360 1-Nov-28
7339717 SUWANEE GA 30024 SFD 7.125 6.500 $ 2,115.48 360 1-Nov-28
7342751 PARADISE VALLEY AZ 85253 SFD 6.875 6.500 $ 6,569.29 360 1-Nov-28
7342968 MINNETONKA MN 55345 SFD 6.875 6.500 $ 2,496.33 360 1-Nov-28
7343238 OAKTON VA 22124 SFD 7.250 6.500 $ 1,747.74 360 1-Nov-28
7343338 SAN JOSE CA 95123 SFD 7.000 6.500 $1,942.68 360 1-Nov-28
7343375 GIG HARBOR WA 98332 SFD 6.875 6.500 $ 2,621.15 360 1-Nov-28
7343628 BASALT CO 81621 SFD 6.875 6.500 $ 6,569.29 360 1-Nov-28
7343987 REDWOOD CITY CA 94063 SFD 6.875 6.500 $ 1,760.57 360 1-Nov-28
7345736 SOUTH PASADENA CA 91030 SFD 7.000 6.500 $ 2,388.44 360 1-Nov-28
7346521 YORBA LINDA CA 92887 PUD 6.875 6.500 $1,788.82 360 1-Nov-28
7348457 WOODINVILLE WA 98072 SFD 6.875 6.500 $1,960.93 360 1-Nov-28
7349627 CHARLOTTE NC 28277 SFD 7.125 6.500 $1,802.87 360 1-Nov-28
7350795 PLEASANTON CA 94566 SFD 7.125 6.500 $ 2,205.08 360 1-Dec-28
7351586 EL PASO TX 79922 SFD 6.625 6.358 $1,562.36 360 1-Nov-28
7351939 MILL VALLEY CA 94941 SFD 6.750 6.483 $6,142.22 360 1-Nov-28
7351990 SAN JOSE CA 95128 SFD 7.375 6.500 $ 2,364.87 360 1-Nov-28
7352123 NORTHBROOK IL 60062 SFD 6.875 6.500 $ 2,359.69 360 1-Nov-28
7352404 SAN JUAN CAPISTRA CA 92675 PUD 6.750 6.483 $ 2,594.39 360 1-Nov-28
7352467 RALEIGH NC 27614 PUD 7.000 6.500 $1,640.64 360 1-Nov-28
7352805 BELMONT CA 94002 SFD 7.000 6.500 $ 1,665.25 360 1-Nov-28
7353250 SANTA ANA CA 92705 SFD 7.000 6.500 $ 2,701.13 360 1-Nov-28
7355154 SAN DIEGO CA 92128 PUD 7.000 6.500 $ 2,617.97 360 1-Nov-28
7355613 SPARTANBURG SC 29306 SFD 7.125 6.500 $ 2,859.94 360 1-Nov-28
7355834 BELLEVUE WA 98004 SFD 6.750 6.483 $ 2,367.38 360 1-Nov-28
7356048 WILMINGTON NC 28403 SFD 6.875 6.500 $ 1,871.43 360 1-Nov-28
7356506 ASHBURN VA 20147 SFD 6.750 6.483 $ 1,735.65 360 1-Nov-28
7356561 SAN JOSE CA 95121 SFD 7.000 6.500 $ 2,960.60 360 1-Nov-28
7356626 GIG HARBOR WA 98335 SFD 6.875 6.500 $ 2,062.76 360 1-Nov-28
7356826 SACRAMENTO CA 95829 SFD 7.000 6.500 $ 1,916.07 360 1-Nov-28
7360391 LOS ALTOS CA 94024 SFD 6.875 6.500 $ 5,275.14 360 1-Nov-28
7361351 RENO NV 89509 PUD 6.875 6.500 $3,431.80 360 1-Nov-28
7361480 PENRYN CA 95663 SFD 6.875 6.500 $ 1,678.45 360 1-Nov-28
7361602 LOS ANGELES CA 91326 SFD 7.500 6.500 $ 1,727.06 360 1-Nov-28
7362048 LOS ANGELES CA 91367 SFD 7.500 6.500 $ 2,510.18 360 1-Nov-28
7362171 PLACERVILLE CA 95667 PUD 7.125 6.500 $2,192.95 360 1-Nov-28
7364179 ONTARIO OR 97914 PUD 7.250 6.500 $ 2,239.58 360 1-Nov-28
7364585 LENOIR CITY TN 37772 SFD 6.500 6.233 $ 2,398.07 360 1-Nov-28
7366464 LOGAN UT 84321 SFD 7.375 6.500 $1,830.29 360 1-Nov-28
7369858 SAN RAMON CA 94583 SFD 7.000 6.500 $ 1,896.11 360 1-Nov-28
7370430 ORINDA CA 94563 SFD 7.125 6.500 $ 2,122.21 360 1-Nov-28
7372832 NEENAH WI 54956 SFD 7.625 6.500 $ 1,774.44 360 1-Nov-28
7377920 ASPEN CO 81611 SFD 7.500 6.500 $ 4,999.38 360 1-Dec-28
7382236 MOUNTAIN VIEW CA 94043 SFD 6.875 6.500 $2,769.74 360 1-Nov-28
7382326 CAPE MAY NJ 08204 SFD 7.500 6.500 $1,873.89 360 1-Nov-28
7383659 ATLANTA GA 30306 SFD 7.375 6.500 $2,251.46 360 1-Nov-28
7384559 LAFAYETTE CA 94549 SFD 7.875 6.500 $ 3,096.05 360 1-Nov-28
7386505 LA JOLLA CA 92037 SFD 6.750 6.483 $3,564.05 360 1-Nov-28
7387877 WESTMINSTER CO 80020 PUD 7.000 6.500 $ 3,048.08 360 1-Nov-28
7405084 TUSTIN CA 92782 PUD 6.750 6.483 $ 2,088.49 360 1-Nov-28
7411655 OAKTON VA 22124 SFD 7.000 6.500 $1,990.92 360 1-Dec-28
7422027 CORONADO CA 92118 SFD 7.625 6.500 $4,954.56 360 1-Dec-28
7422386 SNOWMASS VILLAGE CO 81615 LCO 7.500 6.500 $3,076.54 360 1-Nov-28
COUNT: 1027
WAC: 7.145112257
WAM: 357.3920788
WALTV: 71.53818907
</TABLE>
TABLE (CONTINUED)
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----------- ------------ ------- ------- ---------- ------- -------- ------- ---------
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ----------- ------------ ------- ------- --------- ------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4648171 $ 449,278.14 78.67 0.250 0.017 0.358
4701851 $ 509,181.88 76.69 0.250 0.017 0.358
4711637 $ 289,762.29 69.05 0.250 0.017 0.233
4745408 $ 315,779.96 79.99 0.250 0.017 0.233
4758750 $ 253,800.00 90.00 24 0.250 0.017 0.733
4767131 $ 261,015.51 72.78 0.250 0.017 0.733
4770755 $ 269,596.40 72.22 0.250 0.017 0.733
4772347 $ 321,722.76 69.57 0.250 0.017 0.000
4785806 $ 250,000.00 67.06 0.250 0.017 0.233
4803206 $ 294,351.96 79.99 0.250 0.017 0.108
4805491 $ 297,520.76 79.99 0.250 0.017 0.483
4809567 $ 395,683.32 80.00 0.250 0.017 0.358
4816641 $ 294,549.66 89.35 11 0.250 0.017 0.608
4821007 $ 260,235.06 62.74 0.250 0.017 0.000
4823510 $ 253,500.00 75.00 0.250 0.017 0.608
4824784 $ 326,402.65 80.00 0.250 0.017 0.358
4825276 $ 251,752.30 90.00 17 0.250 0.017 0.608
4826046 $ 299,542.04 58.25 0.250 0.017 0.608
4827429 $ 648,982.80 67.62 0.250 0.017 0.483
4829025 $ 129,815.89 74.93 0.250 0.017 0.983
4831105 $ 468,654.07 80.00 0.250 0.017 1.108
4831914 $ 398,935.39 76.73 0.250 0.017 0.000
4831933 $ 260,968.66 75.00 0.250 0.017 0.358
4832625 $ 283,484.12 44.33 0.250 0.017 0.608
4832767 $ 446,918.82 80.00 0.250 0.017 0.358
4832937 $ 118,892.68 75.00 0.250 0.017 0.733
4837280 $ 484,277.87 60.63 0.250 0.017 0.733
4839633 $ 287,127.14 79.99 0.250 0.017 0.233
4840169 $ 738,841.99 56.92 0.250 0.017 0.483
4840371 $ 322,481.87 79.95 0.250 0.017 0.358
4840824 $ 399,603.14 71.43 0.250 0.017 0.733
4841141 $ 291,295.30 80.00 0.250 0.017 0.358
4841337 $ 260,000.00 72.63 0.250 0.017 0.000
4841772 $ 147,533.99 80.00 0.250 0.017 0.483
4842774 $ 298,096.32 94.92 12 0.250 0.017 0.858
4844534 $ 295,757.37 77.89 0.250 0.017 0.233
4845730 $ 262,391.48 79.76 0.250 0.017 0.608
4846034 $ 123,609.54 80.00 0.250 0.017 0.483
4846999 $ 359,732.82 80.00 0.250 0.017 0.733
4847740 $ 449,040.99 64.29 0.250 0.017 0.983
4848806 $ 434,302.21 77.68 0.250 0.017 0.358
4848807 $ 329,483.58 71.74 0.250 0.017 0.483
4849104 $ 331,362.67 65.10 0.250 0.017 0.233
4849172 $ 335,228.27 80.00 0.250 0.017 0.608
4849210 $ 258,596.50 57.78 0.250 0.017 0.000
4849662 $ 310,319.81 89.99 12 0.250 0.017 0.483
4849760 $ 259,802.16 78.79 0.250 0.017 0.608
4850089 $ 349,733.67 68.79 0.250 0.017 0.608
4851076 $ 394,691.86 49.38 0.250 0.017 0.483
4852227 $ 354,716.11 47.33 0.250 0.017 0.358
4852753 $ 309,758.17 79.90 0.250 0.017 0.483
4852903 $ 277,785.72 78.48 0.250 0.017 0.858
4853021 $ 303,074.91 90.00 33 0.250 0.017 0.733
4853083 $ 278,557.60 62.88 0.250 0.017 0.733
4853104 $ 302,737.15 80.00 0.250 0.017 0.608
4854575 $ 394,691.86 52.20 0.250 0.017 0.483
4854794 $ 391,386.54 80.00 0.250 0.017 0.483
4855372 $ 285,951.79 80.00 0.250 0.017 0.483
4855432 $ 348,770.61 79.55 0.250 0.017 0.833
4855440 $ 247,424.01 94.99 12 0.250 0.017 0.883
4855860 $ 299,000.00 94.92 12 0.250 0.017 0.608
4856299 $ 299,409.01 68.18 0.250 0.017 0.483
4856373 $ 309,769.94 79.51 0.250 0.017 0.733
4856450 $ 319,750.36 68.82 0.250 0.017 0.483
4856475 $ 58,269.17 80.00 0.250 0.017 0.733
4856593 $ 275,600.00 56.82 0.250 0.017 0.358
4856626 $ 299,327.90 71.43 0.250 0.017 0.733
4856733 $ 253,397.20 80.00 0.250 0.017 0.358
4857184 $ 289,773.77 60.92 0.250 0.017 0.483
4858113 $ 516,336.44 74.00 0.250 0.017 0.383
4858181 $ 350,933.85 80.00 0.250 0.017 0.683
4858853 $ 200,000.00 54.35 0.250 0.017 1.108
4858944 $ 400,000.00 80.00 0.250 0.017 0.108
4859379 $ 277,953.42 80.00 0.250 0.017 0.358
4859447 $ 355,236.17 90.00 24 0.250 0.017 0.733
4859546 $ 288,768.89 89.75 06 0.250 0.017 0.358
4859552 $ 265,797.59 80.00 0.250 0.017 0.608
4860119 $ 368,723.18 70.38 0.250 0.017 0.733
4860195 $ 327,250.80 77.79 0.250 0.017 0.608
4861634 $ 639,525.03 80.00 0.250 0.017 0.733
4861681 $ 259,593.12 70.27 0.250 0.017 0.483
4861819 $ 154,539.14 90.00 13 0.250 0.017 0.108
4861862 $ 426,431.30 78.53 0.250 0.017 0.858
4862368 $ 347,728.52 35.88 0.250 0.017 0.483
4862392 $ 352,218.11 75.00 0.250 0.017 0.358
4862508 $ 899,297.91 60.00 0.250 0.017 0.483
4862628 $ 271,227.50 89.00 17 0.250 0.017 0.233
4863110 $ 264,093.06 79.24 0.250 0.017 0.358
4863305 $ 358,000.00 67.17 0.250 0.017 0.233
4863463 $ 245,000.00 74.24 0.250 0.017 0.233
4863503 $ 258,624.07 78.68 0.250 0.017 0.233
4863636 $ 327,687.47 90.00 06 0.250 0.017 0.233
4863816 $ 275,557.25 78.86 0.250 0.017 0.358
4864269 $ 452,672.12 53.29 0.250 0.017 0.858
4864840 $ 400,000.00 69.90 0.250 0.017 0.608
4864861 $ 254,291.43 90.00 12 0.250 0.017 0.358
4865575 $ 615,419.53 43.22 0.250 0.017 0.483
4865920 $ 285,600.00 80.00 0.250 0.017 0.483
4866096 $ 362,769.55 75.00 0.250 0.017 0.358
4866220 $ 344,730.87 76.67 0.250 0.017 0.483
4866352 $ 303,744.61 80.00 0.250 0.017 0.108
4866367 $ 758,591.67 57.88 0.250 0.017 0.483
4866726 $ 285,650.00 88.71 12 0.250 0.017 0.233
4866801 $ 242,824.12 84.97 01 0.250 0.017 0.858
4866915 $ 299,765.97 66.37 0.250 0.017 0.483
4867085 $ 649,505.40 60.75 0.250 0.017 0.608
4867101 $ 479,625.55 49.23 0.250 0.017 0.483
4867160 $ 276,599.65 80.00 0.250 0.017 0.858
4867319 $ 639,051.09 67.68 0.250 0.017 0.483
4867357 $ 564,559.24 59.47 0.250 0.017 0.483
4867548 $ 242,810.44 87.41 17 0.250 0.017 0.483
4867798 $ 336,485.56 61.83 0.250 0.017 0.608
4867939 $ 327,756.58 80.00 0.250 0.017 0.733
4868237 $ 278,765.60 90.00 17 0.250 0.017 0.108
4868308 $ 352,225.02 69.80 0.250 0.017 0.483
4868316 $ 259,797.17 76.47 0.250 0.017 0.483
4868369 $ 380,095.80 76.08 0.250 0.017 0.358
4868772 $ 267,353.22 80.00 0.250 0.017 0.358
4868815 $ 271,390.63 80.00 0.250 0.017 0.733
4868864 $ 171,315.34 74.98 0.250 0.017 0.733
4868895 $ 999,130.34 62.50 0.250 0.017 0.233
4868921 $ 81,825.25 39.61 0.250 0.017 0.983
4869193 $ 340,727.30 50.71 0.250 0.017 0.358
4869379 $ 586,021.14 80.00 0.250 0.017 0.233
4869505 $ 248,568.31 80.00 0.250 0.017 0.108
4869542 $ 260,385.50 79.09 0.250 0.017 0.483
4869555 $ 201,136.97 80.00 0.250 0.017 0.608
4869728 $ 488,099.58 66.46 0.250 0.017 0.233
4869809 $ 291,575.96 80.00 0.250 0.017 0.858
4869926 $ 468,570.29 52.22 0.250 0.017 0.608
4870019 $ 339,454.59 68.83 0.250 0.017 0.358
4870045 $ 327,433.61 78.10 0.250 0.017 0.000
4870396 $ 267,546.27 85.00 06 0.250 0.017 0.608
4870658 $ 399,680.12 67.80 0.250 0.017 0.358
4871694 $ 349,705.95 58.33 0.250 0.017 0.108
4871845 $ 348,376.25 80.00 0.250 0.017 0.233
4871884 $ 373,514.55 69.28 0.250 0.017 0.483
4871923 $ 250,794.26 73.82 0.250 0.017 0.233
4871994 $ 281,780.01 65.58 0.250 0.017 0.483
4872051 $ 458,632.94 66.04 0.250 0.017 0.358
4872234 $ 339,179.48 80.00 0.250 0.017 0.358
4873132 $ 479,616.15 62.10 0.250 0.017 0.358
4873300 $ 299,494.48 55.76 0.250 0.017 0.108
4873723 $ 418,600.00 56.42 0.250 0.017 0.233
4873932 $ 367,719.98 63.45 0.250 0.017 0.608
4873965 $ 272,770.64 43.61 0.250 0.017 0.108
4874247 $ 514,617.79 68.67 0.250 0.017 0.733
4874694 $ 245,812.80 79.87 0.250 0.017 0.608
4874852 $ 388,000.00 80.00 0.250 0.017 0.483
4874951 $ 254,805.96 68.00 0.250 0.017 0.608
4875007 $ 330,748.13 55.17 0.250 0.017 0.608
4875144 $ 554,855.93 50.48 0.250 0.017 0.358
4875252 $ 294,758.18 78.67 0.250 0.017 0.233
4875285 $ 256,108.43 90.00 33 0.250 0.017 0.608
4875495 $ 290,684.03 82.67 24 0.250 0.017 0.733
4875642 $ 298,772.48 74.75 0.250 0.017 0.608
4875788 $ 326,744.91 76.94 0.250 0.017 0.483
4875921 $ 297,173.70 67.59 0.250 0.017 0.608
4875947 $ 318,687.96 77.85 0.250 0.017 0.358
4876016 $ 149,129.59 80.00 0.250 0.017 0.983
4876141 $ 115,740.11 80.00 0.250 0.017 0.733
4876226 $ 444,524.62 49.51 0.250 0.017 0.358
4876241 $ 255,426.46 80.00 0.250 0.017 0.733
4876293 $ 277,224.07 79.89 0.250 0.017 0.608
4876448 $ 299,539.94 66.67 0.250 0.017 0.233
4876566 $ 189,840.38 95.00 01 0.250 0.017 0.108
4876690 $ 252,298.08 51.53 GD 3YR 0.250 0.017 0.358
4876792 $ 299,415.33 41.96 0.250 0.017 0.000
4876875 $ 303,512.34 80.00 0.250 0.017 0.358
4877599 $ 293,852.92 85.00 12 0.250 0.017 0.108
4878380 $ 376,579.83 80.00 0.250 0.017 0.233
4878400 $ 399,309.28 78.97 0.250 0.017 0.000
4878452 $ 326,005.48 70.16 0.250 0.017 0.483
4878609 $ 412,619.76 56.57 0.250 0.017 0.358
4878984 $ 136,275.57 70.00 0.250 0.017 0.233
4878994 $ 295,702.11 74.10 0.250 0.017 0.483
4879013 $ 269,284.48 70.00 0.250 0.017 0.358
4879154 $ 275,680.98 90.00 01 0.250 0.017 0.733
4879277 $ 567,257.13 69.66 0.250 0.017 0.483
4879369 $ 264,247.31 73.61 0.250 0.017 0.483
4879633 $ 246,571.41 75.00 0.250 0.017 0.858
4880112 $ 364,643.23 47.10 0.250 0.017 0.608
4880580 $ 261,450.90 61.13 0.250 0.017 0.608
4880653 $ 289,779.33 66.67 0.250 0.017 0.608
4880726 $ 264,793.27 67.95 0.250 0.017 0.483
4880937 $ 999,239.07 64.85 0.250 0.017 0.608
4881577 $ 499,628.92 71.94 0.250 0.017 0.733
4881684 $ 294,538.35 76.62 0.250 0.017 0.483
4881687 $ 318,590.64 90.00 06 0.250 0.017 0.233
4881691 $ 315,834.44 87.81 06 0.250 0.017 0.108
4881695 $ 376,016.53 64.88 0.250 0.017 0.233
4882038 $ 335,710.71 79.06 0.250 0.017 0.000
4882195 $ 315,248.57 80.00 0.250 0.017 0.433
4882202 $ 259,372.52 80.00 0.250 0.017 0.358
4882291 $ 254,501.08 63.75 0.250 0.017 0.483
4882365 $ 359,422.51 90.00 17 0.250 0.017 0.358
4882401 $ 393,700.19 68.52 0.250 0.017 0.608
4882427 $ 366,727.63 65.89 0.250 0.017 0.733
4882428 $ 248,795.90 89.89 12 0.250 0.017 0.233
4882531 $ 997,691.73 65.57 0.250 0.017 0.583
4882548 $ 261,000.00 90.00 17 0.250 0.017 0.858
4882557 $ 304,053.46 77.16 0.250 0.017 0.283
4882646 $ 280,286.56 85.00 11 0.250 0.017 0.608
4882707 $ 283,150.10 77.81 0.250 0.017 0.583
4882872 $ 734,351.08 57.50 0.250 0.017 0.733
4882878 $ 351,718.51 75.37 0.250 0.017 0.358
4883168 $ 277,312.38 56.39 0.250 0.017 0.233
4883241 $ 313,859.27 61.69 0.250 0.017 0.483
4883510 $ 359,185.38 76.60 0.250 0.017 0.683
4883560 $ 291,766.49 80.00 0.250 0.017 0.358
4883588 $ 299,754.09 50.85 0.250 0.017 0.233
4883606 $ 256,454.71 79.70 0.250 0.017 0.608
4883816 $ 374,700.11 89.71 17 0.250 0.017 0.358
4883881 $ 399,647.08 67.80 0.250 0.017 0.000
4883887 $ 264,157.77 32.10 0.250 0.017 0.333
4883969 $ 255,414.91 80.00 0.250 0.017 0.633
4884162 $ 366,744.36 90.00 33 0.250 0.017 0.858
4884214 $ 384,692.12 66.38 0.250 0.017 0.358
4884260 $ 255,000.00 62.65 0.250 0.017 0.358
4884301 $ 273,286.64 74.93 0.250 0.017 0.483
4884315 $ 285,282.76 58.27 0.250 0.017 0.608
4884354 $ 299,293.65 88.24 06 0.250 0.017 0.483
4884604 $ 368,319.52 78.43 0.250 0.017 0.608
4884662 $ 299,542.04 93.75 11 0.250 0.017 0.608
4885074 $ 312,277.49 74.52 0.250 0.017 0.583
4885205 $ 434,634.54 62.14 0.250 0.017 0.108
4885211 $ 533,961.95 79.76 0.250 0.017 0.233
4885227 $ 269,001.96 70.03 0.250 0.017 0.783
4885229 $ 344,743.95 60.79 0.250 0.017 0.733
4885267 $ 635,465.68 80.00 0.250 0.017 0.108
4885290 $ 389,072.62 75.73 0.250 0.017 0.433
4885535 $ 537,080.70 64.76 0.250 0.017 0.483
4885546 $ 258,700.00 49.75 0.250 0.017 0.358
4885564 $ 371,424.14 66.97 0.250 0.017 0.733
4885662 $ 322,389.30 70.22 0.250 0.017 0.358
4885800 $ 414,042.07 33.20 0.250 0.017 0.583
4885805 $ 323,644.49 90.00 01 0.250 0.017 0.233
4885825 $ 352,000.00 66.79 0.250 0.017 0.483
4885902 $ 319,216.22 69.41 0.250 0.017 0.283
4885918 $ 259,243.85 80.00 0.250 0.017 0.883
4885982 $ 251,388.63 80.00 0.250 0.017 0.108
4886201 $ 663,055.20 59.07 0.250 0.017 0.883
4886252 $ 247,703.70 74.12 0.250 0.017 0.383
4886293 $ 274,780.08 78.57 0.250 0.017 0.358
4886314 $ 469,624.15 65.73 0.250 0.017 0.358
4886320 $ 341,230.63 69.80 0.250 0.017 0.358
4886326 $ 273,700.00 79.80 0.250 0.017 0.000
4886398 $ 414,668.12 68.48 0.250 0.017 0.358
4886403 $ 219,832.59 52.63 0.250 0.017 0.608
4886621 $ 347,721.70 68.24 0.250 0.017 0.358
4886730 $ 389,688.12 54.55 0.250 0.017 0.358
4886796 $ 277,128.21 69.34 0.250 0.017 0.358
4887004 $ 355,414.66 80.00 0.250 0.017 0.233
4887005 $ 343,384.48 89.99 01 0.250 0.017 0.233
4887009 $ 439,665.20 80.00 0.250 0.017 0.608
4887536 $ 335,231.70 63.90 0.250 0.017 0.358
4887590 $ 366,706.51 77.26 0.250 0.017 0.358
4887687 $ 284,788.48 75.00 0.250 0.017 0.733
4887695 $ 418,664.92 67.80 0.250 0.017 0.358
4887707 $ 366,284.72 67.34 0.250 0.017 0.108
4887781 $ 98,773.41 93.40 01 0.250 0.017 0.608
4887837 $ 334,245.47 64.33 0.250 0.017 0.608
4887911 $ 340,227.70 68.79 0.250 0.017 0.358
4887952 $ 251,808.24 64.62 0.250 0.017 0.608
4888039 $ 378,696.91 58.31 0.250 0.017 0.358
4888093 $ 286,121.00 52.06 0.250 0.017 0.358
4888094 $ 371,716.93 59.52 0.250 0.017 0.608
4888135 $ 349,720.11 50.00 0.250 0.017 0.358
4888175 $ 340,727.30 42.36 0.250 0.017 0.358
4888208 $ 324,758.80 89.78 17 0.250 0.017 0.733
4888364 $ 267,930.06 79.99 0.250 0.017 0.483
4888409 $ 340,654.19 74.98 0.250 0.017 0.608
4888431 $ 304,154.92 80.00 0.250 0.017 0.483
4888547 $ 357,966.22 77.10 0.250 0.017 0.733
4888752 $ 248,795.89 64.18 0.250 0.017 0.233
4888942 $ 427,578.29 45.08 0.250 0.017 0.108
4889069 $ 375,706.68 80.00 0.250 0.017 0.483
4889098 $ 179,711.27 40.00 0.250 0.017 0.358
4889114 $ 390,617.53 80.00 0.250 0.017 0.733
4889140 $ 351,435.35 80.00 0.250 0.017 0.358
4889181 $ 314,728.79 41.45 0.250 0.017 0.000
4889213 $ 268,029.91 79.07 0.250 0.017 0.483
4889225 $ 574,562.46 65.71 0.250 0.017 0.608
4889228 $ 549,094.45 63.22 0.250 0.017 0.483
4889287 $ 247,706.61 79.74 0.250 0.017 0.483
4889291 $ 347,494.66 80.00 0.250 0.017 0.858
4889303 $ 546,322.22 80.00 0.250 0.017 0.358
4889449 $ 252,000.00 80.00 0.250 0.017 0.108
4889480 $ 299,771.72 78.95 0.250 0.017 0.608
4889510 $ 480,015.83 37.68 0.250 0.017 0.358
4889600 $ 256,323.47 95.00 24 0.250 0.017 1.108
4889697 $ 402,270.60 84.84 17 0.250 0.017 0.358
4889775 $ 274,772.94 59.57 0.250 0.017 0.233
4889835 $ 256,768.63 80.00 0.250 0.017 0.358
4890158 $ 272,797.39 88.06 17 0.250 0.017 0.733
4890407 $ 299,168.33 75.00 0.250 0.017 0.483
4890474 $ 349,713.11 28.00 0.250 0.017 0.233
4890636 $ 305,749.17 68.76 0.250 0.017 0.233
4890898 $ 569,555.34 72.61 0.250 0.017 0.483
4891153 $ 446,633.59 66.22 0.250 0.017 0.233
4891194 $ 349,380.70 63.99 0.250 0.017 0.000
4891569 $ 499,590.15 69.64 0.250 0.017 0.233
4891613 $ 341,655.58 89.99 17 0.250 0.017 0.000
4891658 $ 282,578.63 82.03 12 0.250 0.017 0.733
4891666 $ 391,101.29 73.92 0.250 0.017 0.608
4891684 $ 400,171.30 52.76 0.250 0.017 0.233
4891801 $ 359,502.87 80.00 0.250 0.017 1.108
4891804 $ 489,598.34 57.11 0.250 0.017 0.233
4891833 $ 399,419.16 88.89 01 0.250 0.017 0.858
4891899 $ 268,090.14 75.00 0.250 0.017 0.608
4892039 $ 254,796.07 69.67 0.250 0.017 0.358
4892127 $ 275,484.37 72.63 0.250 0.017 0.608
4892135 $ 270,754.10 80.00 0.250 0.017 0.233
4892221 $ 276,377.46 79.09 0.250 0.017 0.608
4892284 $ 332,727.04 49.33 0.250 0.017 0.233
4892349 $ 313,854.97 90.00 11 0.250 0.017 0.483
4892490 $ 325,939.14 60.41 0.250 0.017 0.358
4892529 $ 425,000.00 65.89 0.250 0.017 0.358
4892534 $ 338,735.55 63.96 0.250 0.017 0.483
4892637 $ 490,000.00 45.58 0.250 0.017 0.233
4892647 $ 438,948.69 32.54 0.250 0.017 0.358
4892854 $ 271,771.48 36.86 0.250 0.017 0.108
4892867 $ 379,396.36 79.94 0.250 0.017 0.358
4892893 $ 626,498.59 64.64 0.250 0.017 0.358
4892914 $ 338,368.76 75.00 0.250 0.017 0.483
4892925 $ 602,480.83 49.02 0.250 0.017 0.000
4892952 $ 371,671.79 80.00 0.250 0.017 0.000
4892960 $ 279,781.58 80.00 0.250 0.017 0.483
4892985 $ 325,698.06 50.15 0.250 0.017 0.000
4893104 $ 359,690.04 80.00 0.250 0.017 0.000
4893138 $ 454,844.90 75.24 0.250 0.017 0.483
4893316 $ 279,758.93 80.00 0.250 0.017 0.000
4893357 $ 399,000.00 63.84 0.250 0.017 0.000
4893444 $ 437,132.45 70.00 0.250 0.017 0.108
4893539 $ 299,576.09 57.69 0.250 0.017 0.233
4893606 $ 295,380.12 75.00 0.250 0.017 0.000
4893675 $ 574,054.61 47.92 0.250 0.017 0.233
4893700 $ 288,169.37 80.00 0.250 0.017 0.358
4893867 $ 334,738.67 62.62 0.250 0.017 0.483
4893969 $ 906,274.68 58.52 0.250 0.017 0.358
4894027 $ 359,682.38 61.02 0.250 0.017 0.000
4894064 $ 449,631.13 42.86 0.250 0.017 0.233
4894472 $ 275,768.13 75.62 0.250 0.017 0.108
4894559 $ 588,705.00 79.62 0.250 0.017 0.108
4894612 $ 479,606.54 68.57 0.250 0.017 0.233
4894657 $ 276,000.00 80.00 0.250 0.017 1.108
4894693 $ 287,699.68 80.00 0.250 0.017 0.000
4894719 $ 249,814.46 77.64 0.250 0.017 0.733
4894728 $ 275,274.17 69.75 0.250 0.017 0.233
4894762 $ 275,795.79 85.00 12 0.250 0.017 0.233
4894898 $ 413,000.00 70.00 0.250 0.017 0.358
4894942 $ 549,591.82 65.87 0.250 0.017 0.733
4894977 $ 296,756.55 47.90 0.250 0.017 0.233
4894987 $ 291,760.64 52.14 0.250 0.017 0.233
4895016 $ 255,426.46 80.00 0.250 0.017 0.733
4895046 $ 381,179.49 59.15 0.250 0.017 0.108
4895068 $ 284,766.38 77.03 0.250 0.017 0.233
4895091 $ 379,688.52 60.32 0.250 0.017 0.233
4895135 $ 325,726.12 52.58 0.250 0.017 0.108
4895160 $ 289,557.32 77.33 0.250 0.017 0.608
4895228 $ 426,658.53 70.00 0.250 0.017 0.358
4895242 $ 419,164.53 69.92 0.250 0.017 0.358
4895251 $ 317,502.36 70.67 0.250 0.017 0.483
4895293 $ 261,914.56 80.00 0.250 0.017 0.358
4895321 $ 483,603.26 76.83 0.250 0.017 0.233
4895327 $ 415,659.01 56.29 0.250 0.017 0.233
4895336 $ 300,316.13 67.55 0.250 0.017 0.483
4895409 $ 365,684.88 40.67 0.250 0.017 0.000
4895466 $ 257,798.73 65.32 0.250 0.017 0.483
4895486 $ 259,781.56 76.02 0.250 0.017 0.108
4896086 $ 388,688.92 45.76 0.250 0.017 0.358
4896093 $ 413,668.93 57.50 0.250 0.017 0.358
4896210 $ 416,424.17 79.43 0.250 0.017 1.108
4896245 $ 339,454.61 79.07 0.250 0.017 0.358
4896404 $ 259,786.88 89.97 17 0.250 0.017 0.233
4896405 $ 293,759.01 72.59 0.250 0.017 0.233
4896665 $ 332,740.23 60.55 0.250 0.017 0.483
4896681 $ 816,330.30 54.47 0.250 0.017 0.233
4896861 $ 264,788.08 71.24 0.250 0.017 0.358
4896892 $ 254,790.97 73.91 0.250 0.017 0.233
4896907 $ 244,000.00 65.07 0.250 0.017 0.608
4896938 $ 496,592.61 76.46 0.250 0.017 0.233
4897003 $ 256,000.00 80.00 0.250 0.017 0.233
4897038 $ 394,676.22 49.87 0.250 0.017 0.233
4897086 $ 261,795.61 79.39 0.250 0.017 0.483
4897089 $ 254,801.08 85.00 01 0.250 0.017 0.483
4897156 $ 357,000.00 79.33 0.250 0.017 0.233
4897169 $ 245,798.35 69.30 0.250 0.017 0.233
4897235 $ 315,759.54 80.00 0.250 0.017 0.608
4897287 $ 185,355.29 70.00 0.250 0.017 0.483
4897350 $ 362,723.78 54.18 0.250 0.017 0.608
4897352 $ 399,663.95 45.45 0.250 0.017 0.108
4897371 $ 399,680.12 66.75 0.250 0.017 0.358
4897404 $ 324,000.00 63.53 0.250 0.017 0.000
4897487 $ 355,708.19 80.00 0.250 0.017 0.233
4897498 $ 492,000.00 80.00 0.250 0.017 0.233
4897551 $ 269,755.91 31.58 0.250 0.017 0.000
4897552 $ 399,672.12 58.39 0.250 0.017 0.233
4897629 $ 287,270.09 74.68 0.250 0.017 0.358
4897655 $ 277,862.48 78.39 0.250 0.017 0.483
4897690 $ 499,197.95 57.14 0.250 0.017 0.358
4897749 $ 377,282.76 79.49 0.250 0.017 0.108
4897895 $ 290,855.44 75.61 0.250 0.017 0.108
4897919 $ 309,745.89 57.94 0.250 0.017 0.233
4897952 $ 283,561.40 80.00 0.250 0.017 0.108
4897990 $ 253,791.80 50.80 0.250 0.017 0.233
4897996 $ 271,777.04 63.85 0.250 0.017 0.233
4898012 $ 646,994.88 63.17 0.250 0.017 0.483
4898021 $ 265,447.86 69.91 0.250 0.017 0.608
4898104 $ 254,796.07 43.97 0.250 0.017 0.358
4898133 $ 284,742.35 54.81 0.250 0.017 0.000
4898145 $ 307,241.66 75.00 0.250 0.017 0.108
4898150 $ 374,147.56 69.35 0.250 0.017 0.000
4898172 $ 328,921.52 75.74 0.250 0.017 0.358
4898190 $ 259,792.08 73.24 0.250 0.017 0.358
4898251 $ 245,250.00 90.00 24 0.250 0.017 0.000
4898290 $ 343,474.89 80.00 0.250 0.017 0.608
4898310 $ 273,258.69 75.97 0.250 0.017 0.000
4898387 $ 339,440.99 72.49 0.250 0.017 0.233
4898493 $ 275,000.00 61.80 0.250 0.017 0.108
4898555 $ 400,694.87 66.83 0.250 0.017 0.608
4898595 $ 267,790.93 68.72 0.250 0.017 0.483
4898647 $ 484,692.45 69.30 0.250 0.017 0.108
4898677 $ 346,000.00 54.06 0.250 0.017 0.233
4898732 $ 403,169.25 75.42 0.250 0.017 0.233
4898736 $ 350,739.50 68.82 0.250 0.017 0.733
4898741 $ 419,672.35 62.78 0.250 0.017 0.483
4898784 $ 300,000.00 49.18 0.250 0.017 0.108
4898941 $ 649,492.93 68.42 0.250 0.017 0.483
4898958 $ 367,491.00 59.32 0.250 0.017 0.108
4898980 $ 343,461.20 77.07 0.250 0.017 0.108
4899017 $ 467,616.38 79.32 0.250 0.017 0.233
4899022 $ 399,655.60 61.54 0.250 0.017 0.000
4899212 $ 339,728.10 80.00 0.250 0.017 0.358
4899227 $ 395,000.00 45.93 0.250 0.017 0.233
4899230 $ 306,000.00 69.55 0.250 0.017 0.483
4899448 $ 240,816.62 64.27 0.250 0.017 0.608
4899455 $ 362,000.00 77.85 0.250 0.017 0.358
4899955 $ 573,529.49 66.90 0.250 0.017 0.233
4900084 $ 293,465.12 66.00 GD 6YR 0.250 0.017 0.358
4900098 $ 264,793.27 89.83 17 0.250 0.017 0.483
4900196 $ 271,493.25 65.63 0.250 0.017 0.608
4900265 $ 255,000.00 83.61 17 0.250 0.017 0.108
4900401 $ 378,600.00 65.84 0.250 0.017 0.233
4900445 $ 332,234.10 61.01 0.250 0.017 0.358
4900632 $ 299,542.04 80.00 0.250 0.017 0.608
4900685 $ 253,686.27 60.69 0.250 0.017 0.358
4900705 $ 287,538.01 80.00 0.250 0.017 0.358
4900724 $ 468,384.32 75.00 0.250 0.017 0.483
4900779 $ 397,642.08 69.99 0.250 0.017 0.608
4900797 $ 331,480.45 80.00 0.250 0.017 0.483
4900861 $ 304,403.14 74.39 0.250 0.017 0.983
4900870 $ 299,530.53 75.00 0.250 0.017 0.483
4900873 $ 338,715.20 75.00 0.250 0.017 0.108
4900915 $ 279,776.08 70.00 0.250 0.017 0.358
4900988 $ 257,606.14 78.18 0.250 0.017 0.608
4901085 $ 288,125.50 71.68 0.250 0.017 0.233
4901107 $ 283,500.00 90.00 06 0.250 0.017 0.358
4901217 $ 259,303.04 79.99 0.250 0.017 0.608
4901253 $ 146,041.14 79.99 0.250 0.017 0.000
4901381 $ 149,873.99 75.00 0.250 0.017 0.108
4901552 $ 335,447.55 79.06 0.250 0.017 0.233
4901889 $ 388,375.98 65.99 0.250 0.017 0.358
4901950 $ 299,038.79 95.00 17 0.250 0.017 0.983
4902112 $ 327,486.70 80.00 0.250 0.017 0.483
4902129 $ 307,199.97 71.63 0.250 0.017 0.000
4902154 $ 242,761.74 75.00 0.250 0.017 0.358
4902384 $ 256,744.90 79.98 0.250 0.017 0.000
4902565 $ 93,773.07 80.00 0.250 0.017 0.233
4903088 $ 290,000.00 86.96 17 0.250 0.017 0.000
4903123 $ 371,432.14 74.40 0.250 0.017 0.608
4903159 $ 517,169.08 59.54 0.250 0.017 0.358
4903192 $ 307,468.15 80.00 0.250 0.017 0.000
4903223 $ 322,269.26 80.00 0.250 0.017 0.233
4903259 $ 464,144.43 76.10 0.250 0.017 0.483
4903275 $ 335,419.79 80.00 0.250 0.017 0.000
4903371 $ 644,458.11 50.00 0.250 0.017 0.108
4903388 $ 399,358.34 65.57 0.250 0.017 0.358
4903440 $ 387,346.20 80.00 0.250 0.017 0.108
4903447 $ 399,342.33 57.14 0.250 0.017 0.233
4903466 $ 369,875.68 80.00 0.250 0.017 0.108
4903471 $ 279,770.48 63.35 0.250 0.017 0.233
4903488 $ 267,769.25 80.00 0.250 0.017 0.000
4903556 $ 265,551.78 72.09 0.250 0.017 0.108
4903765 $ 261,569.23 72.78 0.250 0.017 0.233
4903803 $ 249,800.08 59.97 0.250 0.017 0.358
4903815 $ 330,482.02 63.23 0.250 0.017 0.483
4903822 $ 289,317.20 70.73 0.250 0.017 0.483
4903826 $ 359,152.41 71.57 0.250 0.017 0.483
4903845 $ 499,217.55 72.67 0.250 0.017 0.483
4903876 $ 271,563.69 80.00 0.250 0.017 0.358
4903913 $ 315,505.48 80.00 0.250 0.017 0.483
4904052 $ 251,798.48 90.00 13 0.250 0.017 0.358
4904145 $ 257,000.00 73.43 0.250 0.017 0.233
4904170 $ 264,782.77 67.95 0.250 0.017 0.233
4904753 $ 323,765.49 90.00 17 0.250 0.017 0.858
4904851 $ 299,530.53 63.16 0.250 0.017 0.483
4905093 $ 279,764.77 80.00 0.250 0.017 0.108
4905875 $ 250,000.00 58.14 0.250 0.017 0.358
4906119 $ 248,805.76 79.05 0.250 0.017 0.483
4906241 $ 299,747.96 53.86 0.250 0.017 0.108
4906509 $ 460,000.00 80.00 0.250 0.017 0.000
4906621 $ 255,200.00 80.00 0.250 0.017 0.483
4906981 $ 381,135.14 63.58 0.250 0.017 0.000
4907124 $ 278,729.52 80.00 0.250 0.017 0.108
4907190 $ 283,077.89 58.45 0.250 0.017 0.733
4907214 $ 349,478.88 63.64 0.250 0.017 0.733
4907246 $ 471,640.84 80.00 0.250 0.017 0.608
4907256 $ 363,196.88 89.95 33 0.250 0.017 0.733
4907511 $ 274,780.08 47.41 0.250 0.017 0.358
4907566 $ 250,000.00 63.29 0.250 0.017 0.733
4907702 $ 300,000.00 77.43 0.250 0.017 0.233
4907713 $ 306,772.16 46.10 0.250 0.017 0.733
4908727 $ 385,775.63 90.00 17 0.250 0.017 0.108
4909664 $ 314,741.79 75.00 0.250 0.017 0.233
4909806 $ 547,120.94 56.49 0.250 0.017 0.358
4909889 $ 417,532.05 80.00 0.250 0.017 0.608
4910133 $ 340,000.00 61.48 0.250 0.017 0.608
4910237 $ 339,518.49 78.16 0.250 0.017 0.983
4910872 $ 124,000.00 80.00 0.250 0.017 0.000
4911090 $ 331,741.00 80.00 0.250 0.017 0.483
4911646 $ 265,473.47 73.86 0.250 0.017 0.358
4911653 $ 297,510.05 70.12 0.250 0.017 0.233
4911661 $ 285,615.69 79.03 0.250 0.017 0.233
4911753 $ 269,556.07 73.97 0.250 0.017 0.233
4911766 $ 281,569.54 77.90 0.250 0.017 0.608
4911775 $ 241,621.29 89.96 24 0.250 0.017 0.483
4911777 $ 642,992.20 53.67 0.250 0.017 0.483
4911788 $ 423,319.85 80.00 0.250 0.017 0.358
4911810 $ 97,447.28 43.38 0.250 0.017 0.483
4911821 $ 210,949.68 70.03 0.250 0.017 0.733
4911822 $ 242,647.14 83.79 06 0.250 0.017 0.858
4911836 $ 261,668.93 94.99 01 0.250 0.017 0.000
4911867 $ 86,969.05 80.00 0.250 0.017 0.608
4911874 $ 207,833.67 80.00 0.250 0.017 0.358
4911902 $ 223,829.56 80.00 0.250 0.017 0.608
4911908 $ 106,229.31 95.00 01 0.250 0.017 0.358
4911917 $ 499,197.95 76.92 0.250 0.017 0.358
4911923 $ 261,800.04 78.59 0.250 0.017 0.483
4911927 $ 299,244.53 75.95 0.250 0.017 0.608
4911957 $ 485,918.33 63.25 0.250 0.017 0.608
4911975 $ 536,138.59 63.18 0.250 0.017 0.358
4911998 $ 338,666.63 79.19 0.250 0.017 0.483
4912105 $ 355,000.00 73.96 0.250 0.017 0.608
4912139 $ 407,392.51 80.00 0.250 0.017 0.733
4913335 $ 242,795.85 74.31 0.250 0.017 0.108
4913517 $ 396,893.19 75.00 0.250 0.017 0.608
4913573 $ 357,021.27 90.00 01 0.250 0.017 0.483
4913586 $ 344,434.81 71.13 0.250 0.017 0.358
4913594 $ 399,358.34 65.04 0.250 0.017 0.358
4913627 $ 306,148.84 80.00 0.250 0.017 0.233
4913666 $ 360,435.06 57.30 0.250 0.017 0.483
4913684 $ 316,491.48 74.15 0.250 0.017 0.358
4913685 $ 310,488.66 65.06 0.250 0.017 0.233
4913714 $ 327,499.29 79.32 0.250 0.017 0.608
4913744 $ 269,773.17 52.94 0.250 0.017 0.108
4913807 $ 215,678.40 80.00 0.250 0.017 0.733
4913863 $ 455,661.58 80.00 0.250 0.017 0.733
4913886 $ 292,042.26 75.00 0.250 0.017 0.483
4913936 $ 173,411.21 79.98 0.250 0.017 0.358
4913955 $ 251,605.65 80.00 0.250 0.017 0.483
4913995 $ 217,834.12 68.13 0.250 0.017 0.608
4914022 $ 186,857.71 69.26 0.250 0.017 0.608
4914058 $ 241,302.04 70.00 0.250 0.017 0.233
4914071 $ 379,696.12 80.00 0.250 0.017 0.358
4914075 $ 313,055.59 58.56 0.250 0.017 0.483
4914104 $ 321,208.91 58.45 0.250 0.017 0.358
4914120 $ 286,964.58 67.58 0.250 0.017 0.233
4914641 $ 249,080.22 67.38 0.250 0.017 0.358
4914683 $ 364,708.11 78.49 0.250 0.017 0.358
4914699 $ 310,652.54 85.91 33 0.250 0.017 0.858
4914703 $ 366,425.67 79.78 0.250 0.017 0.483
4914714 $ 639,462.32 67.37 0.250 0.017 0.108
4914726 $ 296,268.69 79.07 0.250 0.017 0.483
4914734 $ 378,397.15 78.73 0.250 0.017 0.358
4914743 $ 452,637.74 74.26 0.250 0.017 0.358
4914838 $ 302,008.29 75.00 0.250 0.017 0.358
4914851 $ 254,796.07 60.00 0.250 0.017 0.358
4914853 $ 281,785.41 69.63 0.250 0.017 0.608
4914856 $ 254,086.36 75.91 0.250 0.017 0.108
4914887 $ 253,796.88 79.38 0.250 0.017 0.358
4914894 $ 286,770.48 74.55 0.250 0.017 0.358
4914899 $ 296,438.46 90.00 33 0.250 0.017 0.358
4914902 $ 286,523.18 60.42 0.250 0.017 0.358
4914946 $ 299,765.97 75.00 0.250 0.017 0.483
4914953 $ 302,264.01 79.19 0.250 0.017 0.483
4914957 $ 284,242.80 74.48 0.250 0.017 0.000
4914960 $ 266,791.71 79.70 0.250 0.017 0.483
4914963 $ 276,178.97 75.52 0.250 0.017 0.358
4914967 $ 253,297.28 61.83 0.250 0.017 0.358
4914976 $ 274,780.08 61.11 0.250 0.017 0.358
4914979 $ 449,640.14 50.00 0.250 0.017 0.358
4914984 $ 269,784.08 58.70 0.250 0.017 0.358
4915008 $ 301,408.77 74.48 0.250 0.017 0.358
4915018 $ 286,952.38 79.99 0.250 0.017 1.108
4915019 $ 307,741.23 80.00 0.250 0.017 0.108
4915024 $ 246,602.64 70.51 0.250 0.017 0.358
4915059 $ 514,567.33 78.03 0.250 0.017 0.108
4915069 $ 278,771.30 73.42 0.250 0.017 0.233
4915083 $ 266,786.48 89.00 33 0.250 0.017 0.358
4915087 $ 364,735.82 79.52 0.250 0.017 0.858
4915088 $ 258,792.87 69.44 0.250 0.017 0.358
4915093 $ 325,989.10 75.00 0.250 0.017 0.358
4915097 $ 285,771.29 78.36 0.250 0.017 0.358
4915100 $ 403,660.58 78.45 0.250 0.017 0.108
4915130 $ 259,797.17 80.00 0.250 0.017 0.483
4915164 $ 483,622.44 69.14 0.250 0.017 0.483
4915171 $ 275,773.77 66.35 0.250 0.017 0.233
4915173 $ 449,648.96 53.57 0.250 0.017 0.483
4915180 $ 320,543.46 52.59 0.250 0.017 0.358
4915517 $ 249,400.39 80.00 0.250 0.017 0.358
4915576 $ 299,266.36 48.23 0.250 0.017 0.483
4915587 $ 434,660.66 46.28 0.250 0.017 0.483
4915593 $ 316,746.50 55.61 0.250 0.017 0.358
4915763 $ 265,307.85 90.00 01 0.250 0.017 0.858
4915795 $ 406,008.61 71.98 0.250 0.017 0.108
4915807 $ 274,768.97 78.57 0.250 0.017 0.108
4915819 $ 389,695.76 75.00 0.250 0.017 0.483
4915824 $ 329,722.76 71.74 0.250 0.017 0.108
4915825 $ 293,753.00 61.89 0.250 0.017 0.108
4915834 $ 534,572.16 76.43 0.250 0.017 0.358
4915837 $ 288,935.75 79.29 0.250 0.017 0.358
4915845 $ 286,470.72 75.45 0.250 0.017 0.358
4915847 $ 294,669.95 84.99 33 0.250 0.017 0.483
4915855 $ 254,805.96 85.00 33 0.250 0.017 0.608
4915866 $ 256,794.48 71.39 0.250 0.017 0.358
4915874 $ 328,736.90 77.41 0.250 0.017 0.358
4915876 $ 278,776.88 68.05 0.250 0.017 0.358
4915893 $ 280,469.91 69.31 0.250 0.017 0.233
4915900 $ 399,663.95 80.00 0.250 0.017 0.108
4915948 $ 293,551.21 72.59 0.250 0.017 0.608
4916451 $ 263,788.88 80.00 0.250 0.017 0.358
4916460 $ 479,596.74 80.00 0.250 0.017 0.108
4916462 $ 408,173.32 77.81 0.250 0.017 0.358
4916467 $ 336,730.50 74.89 0.250 0.017 0.358
4916479 $ 405,675.33 70.00 0.250 0.017 0.358
4916483 $ 252,807.49 72.29 0.250 0.017 0.608
4916487 $ 257,793.68 78.18 0.250 0.017 0.358
4916493 $ 251,898.39 76.39 0.250 0.017 0.358
4916499 $ 409,672.13 58.57 0.250 0.017 0.358
4916618 $ 340,427.55 63.68 0.250 0.017 0.358
4916663 $ 303,457.13 74.99 0.250 0.017 0.358
4916674 $ 284,777.67 73.08 0.250 0.017 0.483
4916681 $ 314,754.27 70.00 0.250 0.017 0.483
4916685 $ 412,253.36 68.77 0.250 0.017 0.108
4916688 $ 284,772.09 71.25 0.250 0.017 0.358
4916704 $ 276,778.48 72.89 0.250 0.017 0.358
4916708 $ 311,846.25 76.14 0.250 0.017 0.358
4916719 $ 254,796.07 70.83 0.250 0.017 0.358
4916725 $ 369,689.15 67.27 0.250 0.017 0.108
4916812 $ 322,260.66 75.00 0.250 0.017 0.733
4917262 $ 249,200.55 79.17 0.250 0.017 0.358
4917267 $ 375,699.31 62.67 0.250 0.017 0.358
4917280 $ 331,421.32 77.14 0.250 0.017 0.108
4917286 $ 259,797.17 63.41 0.250 0.017 0.483
4917292 $ 299,260.49 83.08 33 0.250 0.017 0.358
4917297 $ 509,611.92 60.71 0.250 0.017 0.608
4917309 $ 269,784.08 78.26 0.250 0.017 0.358
4917319 $ 372,102.20 68.96 0.250 0.017 0.358
4917323 $ 382,248.57 79.18 0.250 0.017 0.358
4917326 $ 264,528.66 80.00 0.250 0.017 0.358
4917333 $ 251,798.47 79.75 0.250 0.017 0.358
4917337 $ 648,954.33 74.23 0.250 0.017 0.108
4917390 $ 257,793.68 69.73 0.250 0.017 0.358
4917393 $ 308,752.89 53.74 0.250 0.017 0.358
4917396 $ 258,792.87 78.01 0.250 0.017 0.358
4917411 $ 243,804.87 80.00 0.250 0.017 0.358
4917414 $ 514,588.15 68.67 0.250 0.017 0.358
4917419 $ 342,519.01 82.40 33 0.250 0.017 0.233
4917432 $ 358,020.49 75.43 0.250 0.017 0.483
4917443 $ 268,435.16 43.12 0.250 0.017 0.358
4917460 $ 479,669.67 80.00 0.250 0.017 1.108
4917545 $ 259,792.08 59.09 0.250 0.017 0.358
4917548 $ 296,912.37 74.29 0.250 0.017 0.358
4917557 $ 452,637.74 82.66 33 0.250 0.017 0.358
4917565 $ 253,087.19 76.76 0.250 0.017 0.108
4917567 $ 436,650.54 79.45 0.250 0.017 0.358
4917573 $ 518,884.71 78.68 0.250 0.017 0.358
4917579 $ 324,740.10 69.89 0.250 0.017 0.358
4917586 $ 279,661.13 62.22 0.250 0.017 0.358
4917590 $ 475,637.80 59.99 0.250 0.017 0.608
4917594 $ 483,372.63 75.00 0.250 0.017 0.483
4917598 $ 269,784.08 70.13 0.250 0.017 0.358
4917599 $ 644,484.20 67.19 0.250 0.017 0.358
4917602 $ 367,805.63 78.32 0.250 0.017 0.358
4917607 $ 366,206.91 69.81 0.250 0.017 0.358
4917629 $ 447,641.74 80.00 0.250 0.017 0.358
4917656 $ 449,621.95 67.67 0.250 0.017 0.108
4917673 $ 394,668.15 64.75 0.250 0.017 0.108
4917699 $ 274,780.08 74.32 0.250 0.017 0.358
4917704 $ 279,781.57 74.67 0.250 0.017 0.483
4917718 $ 324,740.10 67.71 0.250 0.017 0.358
4917813 $ 286,576.26 72.61 0.250 0.017 0.483
4917834 $ 479,616.15 50.53 0.250 0.017 0.358
4917840 $ 262,290.07 75.00 0.250 0.017 0.358
4918135 $ 348,970.70 69.16 0.250 0.017 0.358
4918167 $ 267,790.93 80.00 0.250 0.017 0.483
4918266 $ 292,771.43 78.13 0.250 0.017 0.483
4918270 $ 370,210.97 41.17 0.250 0.017 0.483
4918275 $ 243,809.65 80.00 0.250 0.017 0.483
4918295 $ 509,602.15 67.82 0.250 0.017 0.483
4918332 $ 286,776.11 82.23 33 0.250 0.017 0.483
4918423 $ 254,801.08 68.92 0.250 0.017 0.483
4918441 $ 278,782.35 65.65 0.250 0.017 0.483
4918452 $ 267,785.68 80.00 0.250 0.017 0.358
4918472 $ 255,790.15 80.00 0.250 0.017 0.233
4918719 $ 509,602.15 78.46 0.250 0.017 0.483
4918726 $ 288,274.94 71.23 0.250 0.017 0.483
4918746 $ 255,300.68 64.04 0.250 0.017 0.483
4918749 $ 244,826.64 76.75 0.250 0.017 0.483
4918754 $ 259,686.95 79.60 0.250 0.017 0.233
4918758 $ 260,796.39 72.50 0.250 0.017 0.483
4918791 $ 243,809.65 87.14 12 0.250 0.017 0.483
4918814 $ 389,296.07 80.00 0.250 0.017 0.483
4919090 $ 312,056.37 62.46 0.250 0.017 0.483
4919106 $ 300,453.51 71.60 0.250 0.017 0.233
4919107 $ 389,680.32 72.90 0.250 0.017 0.233
4919985 $ 309,783.05 89.88 01 0.250 0.017 0.000
4919995 $ 399,680.13 64.00 0.250 0.017 0.358
4920233 $ 299,665.97 61.86 0.250 0.017 0.483
4920253 $ 314,777.67 90.00 01 0.250 0.017 0.983
4920306 $ 400,000.00 64.62 0.250 0.017 0.608
4920792 $ 297,520.00 80.00 0.250 0.017 0.000
4920926 $ 465,254.45 80.00 0.250 0.017 0.733
4920972 $ 159,175.73 89.98 33 0.250 0.017 0.483
4921263 $ 240,112.54 69.65 0.250 0.017 0.483
4921625 $ 315,747.30 79.80 0.250 0.017 0.358
4921662 $ 294,160.35 90.00 33 0.250 0.017 0.483
4921899 $ 283,743.25 78.89 0.250 0.017 0.000
4921914 $ 261,795.61 79.64 0.250 0.017 0.483
4922084 $ 250,204.66 80.00 0.250 0.017 0.483
4922103 $ 478,435.66 79.98 0.250 0.017 0.608
4922205 $ 348,856.34 77.88 0.250 0.017 0.358
4922215 $ 275,279.68 76.53 0.250 0.017 0.358
4922218 $ 330,735.30 61.30 0.250 0.017 0.358
4922228 $ 247,806.53 80.00 0.250 0.017 0.483
4922237 $ 289,762.29 77.33 0.250 0.017 0.233
4922460 $ 317,751.93 70.35 0.250 0.017 0.483
4923453 $ 350,576.30 79.99 0.250 0.017 0.483
4923481 $ 319,744.10 80.00 0.250 0.017 0.358
4927172 $ 291,000.00 75.00 0.250 0.017 0.483
4928124 $ 419,672.35 75.00 0.250 0.017 0.483
4928993 $ 314,507.04 67.74 0.250 0.017 0.483
4929270 $ 300,000.00 80.00 0.250 0.017 0.608
6183635 $ 292,042.26 90.00 33 0.250 0.017 0.483
6465289 $ 241,745.07 84.99 11 0.250 0.017 0.608
6491672 $ 379,710.85 80.00 0.250 0.017 0.608
6536678 $ 255,450.57 79.99 0.250 0.017 0.483
6542136 $ 492,396.06 80.00 0.250 0.017 0.233
6556208 $ 255,643.54 80.00 0.250 0.017 0.483
6568546 $ 385,312.83 79.67 0.250 0.017 0.733
6578573 $ 494,205.95 85.49 0.250 0.017 0.358
6580242 $ 243,916.97 94.98 33 0.250 0.017 0.983
6583432 $ 431,645.89 80.00 0.250 0.017 0.233
6583839 $ 329,715.88 62.62 0.250 0.017 0.000
6607860 $ 462,465.31 80.00 0.250 0.017 0.233
6611245 $ 320,968.05 89.99 13 0.250 0.017 0.108
6716497 $ 247,633.61 73.88 0.250 0.017 0.000
6734104 $ 303,699.23 80.00 0.250 0.017 0.608
6765645 $ 271,687.56 80.00 0.250 0.017 0.108
6767007 $ 275,406.99 89.93 24 0.250 0.017 0.483
6771697 $ 314,754.27 81.31 0.250 0.017 0.483
6782185 $ 251,486.13 90.00 17 0.250 0.017 0.483
6795436 $ 242,800.81 79.98 0.250 0.017 0.233
6804742 $ 323,247.64 76.35 0.250 0.017 0.483
6826822 $ 424,634.09 66.79 0.250 0.017 0.000
6832605 $ 307,854.72 80.00 0.250 0.017 0.000
6837647 $ 365,545.34 79.99 0.250 0.017 0.483
6839183 $ 249,407.57 73.11 0.250 0.017 0.483
6850123 $ 349,452.27 79.55 0.250 0.017 0.483
6852864 $ 282,483.34 79.99 0.250 0.017 0.483
6859096 $ 339,337.35 71.58 0.250 0.017 0.108
6874427 $ 269,453.64 95.00 17 0.250 0.017 0.483
6882934 $ 108,595.99 75.00 0.250 0.017 0.983
6894231 $ 284,766.39 77.32 0.250 0.017 0.233
6894434 $ 304,422.96 80.00 0.250 0.017 0.608
6897874 $ 284,904.49 80.00 0.250 0.017 0.000
6899995 $ 272,718.33 95.00 01 0.250 0.017 0.733
6903253 $ 240,979.58 90.00 06 0.250 0.017 0.608
6913471 $ 303,866.54 74.98 0.250 0.017 0.108
6915952 $ 124,907.23 48.41 0.250 0.017 0.733
6922890 $ 259,574.02 76.47 0.250 0.017 0.000
6925129 $ 268,105.06 80.00 0.250 0.017 0.233
6925371 $ 265,776.53 79.97 0.250 0.017 0.108
6925684 $ 259,561.89 73.13 0.250 0.017 0.108
6927577 $ 319,174.96 79.99 0.250 0.017 0.000
6932679 $ 246,227.21 79.99 0.250 0.017 0.000
6932690 $ 247,901.04 80.00 0.250 0.017 0.000
6934981 $ 305,205.17 90.00 01 0.250 0.017 0.000
6938359 $ 210,078.82 80.00 0.250 0.017 0.608
6940317 $ 61,695.60 33.93 0.250 0.017 0.000
6947729 $ 332,184.14 69.99 0.250 0.017 0.358
6953754 $ 399,325.97 74.77 0.250 0.017 0.108
6955127 $ 337,466.25 80.00 0.250 0.017 0.108
6974092 $ 541,658.36 80.00 0.250 0.017 0.108
6981725 $ 312,256.22 88.62 17 0.250 0.017 0.483
6986325 $ 274,574.75 79.99 0.250 0.017 0.233
6986508 $ 359,704.91 80.00 0.250 0.017 0.233
7000785 $ 319,981.85 80.00 0.250 0.017 0.108
7036696 $ 259,102.69 89.99 33 0.250 0.017 0.608
7042954 $ 274,558.86 89.31 06 0.250 0.017 0.358
7058175 $ 389,122.81 79.99 0.250 0.017 0.108
7075248 $ 329,722.76 62.86 0.250 0.017 0.108
7083874 $ 332,089.33 62.88 0.250 0.017 0.608
7087945 $ 69,749.33 74.87 0.250 0.017 0.858
7089581 $ 266,292.10 94.99 17 0.250 0.017 0.483
7091529 $ 599,061.05 64.86 0.250 0.017 0.483
7092601 $ 427,081.98 79.99 0.250 0.017 0.000
7096777 $ 398,664.79 79.96 0.250 0.017 0.108
7102463 $ 379,375.22 65.52 0.250 0.017 0.233
7103472 $ 425,795.11 80.00 0.250 0.017 0.483
7103821 $ 336,299.67 74.89 0.250 0.017 1.108
7105319 $ 263,846.62 77.90 0.250 0.017 0.608
7106922 $ 319,523.54 80.00 0.250 0.017 0.733
7107965 $ 268,182.63 80.00 0.250 0.017 0.608
7111103 $ 287,780.86 80.00 0.250 0.017 0.608
7113646 $ 263,804.07 80.00 0.250 0.017 0.733
7114043 $ 282,762.24 77.53 0.250 0.017 0.108
7114167 $ 271,702.55 80.00 0.250 0.017 0.358
7116240 $ 415,632.98 80.00 0.250 0.017 0.000
7118281 $ 263,586.86 80.00 0.250 0.017 0.483
7119002 $ 345,779.91 90.00 12 0.250 0.017 1.108
7122438 $ 267,196.53 85.98 11 0.250 0.017 0.608
7122669 $ 367,698.36 80.00 0.250 0.017 0.233
7123111 $ 129,806.44 32.50 0.250 0.017 0.733
7123372 $ 443,339.52 80.00 0.250 0.017 0.608
7123754 $ 267,780.32 80.00 0.250 0.017 0.233
7125174 $ 435,676.42 80.00 0.250 0.017 0.733
7129630 $ 274,235.91 89.98 01 0.250 0.017 0.483
7130458 $ 306,654.58 76.27 0.250 0.017 0.358
7130709 $ 262,898.07 94.99 24 0.250 0.017 0.608
7130831 $ 284,361.50 87.69 17 0.250 0.017 0.733
7135136 $ 349,329.94 80.00 0.250 0.017 0.608
7135191 $ 357,334.10 75.79 0.250 0.017 0.108
7136458 $ 284,788.49 78.08 0.250 0.017 0.733
7138739 $ 263,696.85 95.00 24 0.250 0.017 0.608
7139553 $ 498,732.60 36.76 0.250 0.017 0.108
7143941 $ 649,007.76 76.56 0.250 0.017 0.608
7144356 $ 261,779.40 89.49 13 0.250 0.017 0.358
7144670 $ 304,767.92 83.11 24 0.250 0.017 0.608
7146259 $ 299,293.66 54.55 0.250 0.017 0.483
7149004 $ 487,197.64 80.00 0.250 0.017 0.233
7151671 $ 241,550.46 90.00 01 0.250 0.017 0.233
7152085 $ 332,727.04 90.00 12 0.250 0.017 0.233
7152881 $ 89,798.37 60.40 0.250 0.017 0.733
7153302 $ 219,575.85 76.92 0.250 0.017 0.483
7153668 $ 370,695.90 61.83 0.250 0.017 0.233
7153766 $ 330,535.71 89.99 12 0.250 0.017 0.233
7154224 $ 265,360.20 75.00 0.250 0.017 0.858
7161294 $ 323,484.62 79.99 0.250 0.017 0.233
7162646 $ 599,531.94 58.54 0.250 0.017 0.483
7163511 $ 262,281.06 79.66 0.250 0.017 0.733
7164336 $ 345,709.32 69.20 0.250 0.017 0.108
7165884 $ 246,997.37 80.00 0.250 0.017 0.233
7166203 $ 347,050.93 90.00 24 0.250 0.017 0.000
7166971 $ 251,669.99 58.60 0.250 0.017 0.000
7179177 $ 261,056.11 95.00 06 0.250 0.017 0.733
7180655 $ 285,563.42 89.94 11 0.250 0.017 0.608
7180890 $ 471,636.85 80.00 0.250 0.017 0.608
7185152 $ 279,800.43 95.00 24 0.250 0.017 0.358
7185807 $ 278,752.13 80.00 0.250 0.017 0.358
7188222 $ 259,797.17 80.00 0.250 0.017 0.483
7188606 $ 577,038.19 70.00 0.250 0.017 0.358
7189985 $ 582,522.12 58.30 0.250 0.017 0.233
7193109 $ 289,762.29 74.36 0.250 0.017 0.233
7194623 $ 632,967.79 70.00 0.250 0.017 0.108
7194743 $ 269,178.09 89.99 01 0.250 0.017 0.483
7195811 $ 259,797.17 72.22 0.250 0.017 0.483
7197423 $ 251,558.44 95.00 16 0.250 0.017 0.608
7197595 $ 999,239.08 71.43 0.250 0.017 0.608
7199258 $ 389,725.85 80.00 0.250 0.017 0.000
7200117 $ 415,332.68 80.00 0.250 0.017 0.358
7202292 $ 190,847.26 58.77 0.250 0.017 0.358
7202462 $ 278,776.89 79.94 0.250 0.017 0.358
7203413 $ 259,811.82 76.47 0.250 0.017 0.858
7203432 $ 466,526.63 70.00 0.250 0.017 0.358
7203665 $ 349,720.12 70.00 0.250 0.017 0.358
7206006 $ 251,783.03 80.00 0.250 0.017 0.000
7206525 $ 254,801.08 75.00 0.250 0.017 0.483
7207023 $ 249,789.97 69.44 0.250 0.017 0.108
7207068 $ 463,874.15 74.40 0.250 0.017 0.358
7208818 $ 273,288.87 75.00 0.250 0.017 0.483
7208951 $ 288,866.91 90.00 17 0.250 0.017 0.858
7209342 $ 322,734.42 80.00 0.250 0.017 0.233
7210501 $ 446,118.34 68.80 0.250 0.017 0.358
7211152 $ 449,640.15 90.00 12 0.250 0.017 0.358
7212499 $ 249,814.46 92.59 24 0.250 0.017 0.733
7213063 $ 399,374.03 61.54 0.250 0.017 0.483
7213386 $ 289,923.23 80.00 0.250 0.017 0.108
7213613 $ 319,737.70 73.56 0.250 0.017 0.233
7214353 $ 969,979.70 46.26 0.250 0.017 0.483
7214765 $ 299,765.97 75.00 0.250 0.017 0.483
7214855 $ 290,677.07 36.38 0.250 0.017 0.108
7217575 $ 359,712.11 75.79 0.250 0.017 0.358
7217593 $ 247,311.67 90.00 01 0.250 0.017 0.608
7221236 $ 342,158.33 80.00 0.250 0.017 0.983
7221623 $ 319,731.16 66.67 0.250 0.017 0.108
7221691 $ 252,469.94 80.00 0.250 0.017 0.358
7224012 $ 263,432.10 90.00 17 0.250 0.017 0.483
7227784 $ 307,747.54 73.33 0.250 0.017 0.233
7228536 $ 324,746.47 66.33 0.250 0.017 0.483
7230711 $ 249,400.40 80.00 0.250 0.017 0.358
7231216 $ 240,816.62 59.51 0.250 0.017 0.608
7232849 $ 396,441.28 80.00 0.250 0.017 0.000
7233140 $ 371,687.47 80.00 0.250 0.017 0.108
7234847 $ 493,364.33 61.73 0.250 0.017 0.000
7234890 $ 582,283.99 75.00 0.250 0.017 0.358
7235807 $ 313,742.62 58.69 0.250 0.017 0.233
7237953 $ 513,924.27 79.99 0.250 0.017 0.358
7247367 $ 527,598.24 69.29 0.250 0.017 0.608
7249086 $ 349,478.88 70.00 0.250 0.017 0.733
7249110 $ 294,364.42 43.64 0.250 0.017 0.358
7257154 $ 331,727.87 80.00 0.250 0.017 0.233
7257576 $ 300,271.34 75.13 0.250 0.017 0.608
7258315 $ 399,374.03 80.00 0.250 0.017 0.483
7258379 $ 356,521.66 79.29 0.250 0.017 0.483
7258656 $ 291,360.98 63.39 0.250 0.017 0.233
7258665 $ 904,568.05 69.64 0.250 0.017 0.358
7261648 $ 295,713.33 79.99 0.250 0.017 0.358
7270282 $ 267,780.32 80.00 0.250 0.017 0.233
7270379 $ 375,121.40 74.78 0.250 0.017 0.733
7278857 $ 300,740.85 70.00 0.250 0.017 0.000
7281244 $ 315,753.49 79.00 0.250 0.017 0.483
7281959 $ 255,934.92 75.00 0.250 0.017 0.733
7282058 $ 634,492.20 60.48 0.250 0.017 0.358
7283029 $ 298,548.98 80.00 0.250 0.017 0.108
7283179 $ 294,758.19 60.20 0.250 0.017 0.233
7284064 $ 363,629.97 80.00 0.250 0.017 0.233
7285385 $ 351,925.26 60.62 0.250 0.017 0.483
7287086 $ 278,437.97 89.89 24 0.250 0.017 0.608
7287146 $ 253,000.00 73.33 0.250 0.017 0.358
7287841 $ 490,847.32 75.00 0.250 0.017 0.233
7287853 $ 258,182.92 80.00 0.250 0.017 0.108
7288669 $ 247,796.72 80.00 0.250 0.017 0.233
7289633 $ 517,275.65 67.67 0.250 0.017 0.233
7290854 $ 242,805.67 57.18 0.250 0.017 0.358
7291726 $ 358,812.84 90.00 13 0.250 0.017 0.358
7292439 $ 427,666.12 80.00 0.250 0.017 0.483
7292468 $ 345,073.83 77.61 0.250 0.017 0.358
7294106 $ 999,180.30 39.68 0.250 0.017 0.233
7294609 $ 370,703.31 68.70 0.250 0.017 0.358
7295405 $ 409,680.16 71.93 0.250 0.017 0.483
7295747 $ 321,236.47 64.30 0.250 0.017 0.233
7296192 $ 304,667.99 78.18 0.250 0.017 0.608
7298210 $ 274,774.59 60.44 0.250 0.017 0.233
7299238 $ 343,710.99 43.00 0.250 0.017 0.108
7300089 $ 267,774.85 51.84 0.250 0.017 0.108
7301716 $ 389,688.13 47.85 0.250 0.017 0.358
7301802 $ 240,812.00 77.74 0.250 0.017 0.483
7302774 $ 255,355.55 95.00 33 0.250 0.017 0.608
7308662 $ 375,706.69 80.00 0.250 0.017 0.483
7311507 $ 246,657.41 74.85 0.250 0.017 0.000
7314371 $ 124,904.89 27.41 0.250 0.017 0.608
7315821 $ 473,894.27 59.38 0.250 0.017 0.608
7316170 $ 285,377.20 54.40 0.250 0.017 0.483
7316914 $ 247,770.30 80.00 0.250 0.017 0.000
7317177 $ 251,013.57 55.82 0.250 0.017 0.733
7317207 $ 367,698.36 69.43 0.250 0.017 0.233
7317633 $ 263,721.25 76.51 0.250 0.017 0.108
7318953 $ 484,602.45 43.11 0.250 0.017 0.233
7321412 $ 314,748.10 66.32 0.250 0.017 0.358
7322312 $ 253,287.03 66.02 0.250 0.017 0.108
7322515 $ 411,645.28 79.84 0.250 0.017 0.000
7323736 $ 394,659.92 71.82 0.250 0.017 0.000
7325910 $ 409,663.93 74.55 0.250 0.017 0.233
7328225 $ 286,200.00 90.00 11 0.250 0.017 0.483
7328441 $ 347,700.38 80.00 0.250 0.017 0.000
7330316 $ 748,562.00 49.02 0.250 0.017 0.233
7335486 $ 435,651.34 70.32 0.250 0.017 0.358
7335642 $ 259,881.49 59.79 0.250 0.017 0.108
7335682 $ 383,700.44 80.00 0.250 0.017 0.483
7336095 $ 397,887.08 55.44 0.250 0.017 0.108
7337243 $ 299,735.32 66.89 0.250 0.017 0.000
7337278 $ 439,130.77 79.91 0.250 0.017 0.108
7338415 $ 253,292.21 74.56 0.250 0.017 0.233
7339717 $ 313,748.90 80.00 0.250 0.017 0.358
7342751 $ 999,159.88 54.05 0.250 0.017 0.108
7342968 $ 379,680.75 80.00 0.250 0.017 0.108
7343238 $ 256,000.14 76.48 0.250 0.017 0.483
7343338 $ 291,760.65 80.00 0.250 0.017 0.233
7343375 $ 398,535.94 63.84 0.250 0.017 0.108
7343628 $ 999,159.88 45.98 0.250 0.017 0.108
7343987 $ 267,774.85 58.26 0.250 0.017 0.108
7345736 $ 358,705.73 78.04 0.250 0.017 0.233
7346521 $ 269,571.23 77.80 0.250 0.017 0.108
7348457 $ 298,249.23 56.32 0.250 0.017 0.108
7349627 $ 267,386.01 52.47 0.250 0.017 0.358
7350795 $ 327,300.00 73.55 0.250 0.017 0.358
7351586 $ 243,784.72 57.41 0.250 0.017 0.000
7351939 $ 946,184.66 55.71 0.250 0.017 0.000
7351990 $ 342,139.46 80.00 0.250 0.017 0.608
7352123 $ 358,898.23 59.08 0.250 0.017 0.108
7352404 $ 399,655.61 36.33 0.250 0.017 0.000
7352467 $ 246,397.86 90.00 24 0.250 0.017 0.233
7352805 $ 250,094.83 73.19 0.250 0.017 0.233
7353250 $ 405,618.33 79.61 0.250 0.017 0.233
7355154 $ 393,177.45 78.70 0.250 0.017 0.233
7355613 $ 424,160.53 65.31 0.250 0.017 0.358
7355834 $ 364,685.75 59.35 0.250 0.017 0.000
7356048 $ 284,635.67 69.69 0.250 0.017 0.108
7356506 $ 267,369.60 78.71 0.250 0.017 0.000
7356561 $ 444,635.23 74.17 0.250 0.017 0.233
7356626 $ 313,736.20 73.88 0.250 0.017 0.108
7356826 $ 287,763.93 73.85 0.250 0.017 0.233
7360391 $ 802,325.38 73.00 0.250 0.017 0.108
7361351 $ 521,961.12 74.63 0.250 0.017 0.108
7361480 $ 255,285.35 62.32 0.250 0.017 0.108
7361602 $ 246,816.69 78.41 0.250 0.017 0.733
7362048 $ 358,733.57 75.58 0.250 0.017 0.733
7362171 $ 325,239.71 69.26 0.250 0.017 0.358
7364179 $ 328,043.90 70.00 0.250 0.017 0.483
7364585 $ 379,057.01 71.32 0.250 0.017 0.000
7366464 $ 264,798.36 69.74 0.250 0.017 0.608
7369858 $ 284,766.39 75.00 0.250 0.017 0.233
7370430 $ 314,748.10 77.78 0.250 0.017 0.358
7372832 $ 250,518.55 95.00 33 0.250 0.017 0.858
7377920 $ 715,000.00 65.00 0.250 0.017 0.733
7382236 $ 421,265.79 80.00 0.250 0.017 0.108
7382326 $ 267,801.11 80.00 0.250 0.017 0.733
7383659 $ 325,731.96 90.00 06 0.250 0.017 0.608
7384559 $ 426,706.14 89.99 24 0.250 0.017 1.108
7386505 $ 549,026.89 70.00 0.250 0.017 0.000
7387877 $ 457,774.46 85.00 33 0.250 0.017 0.233
7405084 $ 321,722.76 80.00 0.250 0.017 0.000
7411655 $ 299,250.00 95.00 01 0.250 0.017 0.233
7422027 $ 700,000.00 80.00 0.250 0.017 0.858
7422386 $ 439,673.46 80.00 0.250 0.017 0.733
$ 350,828,702.44
</TABLE>
COUNT: 1027
WAC: 7.145112257
WAM: 357.3920788
WALTV: 71.53818907
<PAGE>
EXHIBIT F-3
Schedule of Mortgage Loans Serviced by Other Servicers
<TABLE>
NASCOR
NMI / 1998-34 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
- ------- ------------------- ------- ------- -------- -------- -------- -------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- ------- ------------------- ------- ------- -------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4823912 BOERNE TX 78006 SFD 7.000 6.500 $1,683.33 346 1-Aug-27
4837104 CHAPEL HILL NC 27514 SFD 7.125 6.500 $2,358.01 360 1-Aug-28
4838772 TULSA OK 74105 SFD 7.375 6.500 $3,425.75 360 1-Nov-28
4849460 TEMPLE CITY CA 91780 SFD 7.500 6.500 $1,678.11 360 1-Aug-28
4849607 SANTA BARBARA CA 93110 SFD 7.500 6.500 $2,419.28 360 1-Aug-28
4854184 BURLINGTON VT 05401 LCO 7.750 6.500 $429.85 360 1-Jan-28
4859593 TULSA OK 74137 SFD 7.250 6.500 $2,135.21 360 1-Nov-28
4859656 LAWTON OK 73505 SFD 6.750 6.483 $1,816.07 360 1-Nov-28
4860548 SAN MATEO CA 94402 SFD 7.625 6.500 $1,946.43 360 1-Jun-28
4862731 TULSA OK 74114 SFD 7.250 6.500 $6,096.95 360 1-Nov-28
4866440 BLOOMFIELD TOWNSHIP MI 48301 SFD 7.375 6.500 $1,819.93 360 1-Nov-28
4866503 HIGHLANDS NC 28741 SFD 7.750 6.500 $1,876.29 360 1-Nov-28
4867339 ATLANTA GA 30327 SFD 7.625 6.500 $5,215.38 360 1-Mar-28
4867937 TOPANGA CA 90290 SFD 7.000 6.500 $2,086.39 360 1-Sep-28
4868324 LONGWOOD FL 32779 PUD 7.250 6.500 $1,643.70 360 1-Aug-28
4870520 SHELBY TOWNSHIP MI 48317 SFD 7.500 6.500 $2,397.61 360 1-Aug-28
4870662 SO SAN FRANCISCO CA 94080 SFD 7.625 6.500 $2,089.41 360 1-Aug-28
4871922 LAWRENCE NJ 08532 SFD 7.125 6.500 $1,684.30 360 1-Sep-28
4871949 STERLING VA 20165 SFD 7.125 6.500 $2,075.06 360 1-Sep-28
4873601 BOULDER CO 80301 SFD 7.500 6.500 $1,762.02 360 1-Aug-28
4873907 RIVA MD 21140 SFD 7.000 6.500 $1,904.10 360 1-Sep-28
4874221 CONCORD MA 01742 SFD 7.250 6.500 $2,339.87 360 1-Sep-28
4874649 BETHESDA MD 20814 LCO 7.000 6.500 $1,636.98 360 1-Aug-28
4874786 APEX NC 27502 SFD 7.250 6.500 $1,781.50 360 1-Sep-28
4875063 DALLAS TX 75204 LCO 7.250 6.500 $1,678.16 360 1-Aug-28
4875189 BURLINGAME CA 94010 SFD 7.250 6.500 $3,751.97 360 1-Sep-28
4875673 WICHITA KS 67230 SFD 7.125 6.500 $2,048.10 360 1-Jun-28
4875880 PHOENIX AZ 85016 SFD 7.250 6.500 $2,065.63 360 1-Aug-28
4876477 CHANDLER AZ 85226 SFD 7.250 6.500 $2,336.45 360 1-Aug-28
4876574 LEXINGTON SC 29072 SFD 7.000 6.500 $1,807.63 360 1-Sep-28
4876813 SAN MARINO CA 91108 SFD 7.625 6.500 $4,211.38 360 1-Sep-28
4876881 PALO ALTO CA 94306 SFD 7.375 6.500 $2,141.09 360 1-Aug-28
4877224 BURBANK CA 91504 SFD 8.000 6.500 $2,542.13 360 1-Sep-28
4881180 MAPLE GLEN PA 19002 LCO 7.000 6.500 $997.95 360 1-Aug-28
4884975 CARLSBAD CA 92009 SFD 7.375 6.500 $2,093.79 360 1-Sep-28
4885178 SAN RAMON CA 94583 SFD 7.375 6.500 $2,707.45 360 1-Sep-28
4885242 CROWNSVILLE MD 21032 SFD 7.250 6.500 $2,401.27 360 1-Sep-28
4885322 HAMPTON FALLS NH 03844 SFD 7.375 6.500 $1,968.43 360 1-Oct-28
4885663 RANCHO SANTA MARGARITA CA 92688 SFD 7.250 6.500 $2,002.53 360 1-Sep-28
4885686 PARKER CO 80134 SFD 7.250 6.500 $3,410.89 360 1-Sep-28
4885819 ANN ARBOR MI 48108 SFD 7.500 6.500 $1,752.94 360 1-Oct-28
4885842 LOS ANGELES CA 90046 SFD 7.500 6.500 $2,377.33 360 1-Sep-28
4885857 NORTHFIELD MN 55057 SFD 7.250 6.500 $2,046.53 360 1-Sep-28
4885957 UNION KY 41094 SFD 7.250 6.500 $3,110.73 360 1-Sep-28
4886018 LITTLE ROCK AR 72207 SFD 6.875 6.500 $1,806.55 360 1-Oct-28
4886048 PORTLAND OR 97225 SFD 7.375 6.500 $1,740.51 360 1-Sep-28
4886088 MOSELEY VA 23120 SFD 7.375 6.500 $1,875.88 360 1-Sep-28
4886120 FRESNO CA 93720 SFD 7.500 6.500 $3,496.08 360 1-Oct-28
4886160 SAN JOSE CA 95110 SFD 7.500 6.500 $1,756.78 360 1-Sep-28
4886188 NOVI MI 48374 SFD 7.500 6.500 $1,835.44 360 1-Oct-28
4887739 SEVIERVILLE TN 37876 SFD 8.125 6.500 $584.72 360 1-Aug-28
4888672 SAINT CHARLES MO 63301 SFD 7.500 6.500 $2,265.46 360 1-Sep-28
4889219 SALT LAKE CITY UT 84109 SFD 7.125 6.500 $1,866.20 360 1-Nov-28
4890615 CARLSBAD CA 92009 SFD 7.250 6.500 $1,964.67 360 1-Sep-28
4890951 GILBERT AZ 85254 SFD 7.375 6.500 $1,749.48 360 1-Sep-28
4891237 ATLANTA GA 30327 SFD 7.500 6.500 $3,985.52 360 1-Sep-28
4901145 SANDY UT 84093 SFD 7.000 6.483 $2,065.77 360 1-Jun-28
4901171 REDWOOD CITY CA 94065 SFD 7.125 6.500 $3,190.74 360 1-Jun-28
4906842 LARKSPUR CA 94939 SFD 7.250 6.500 $1,896.46 360 1-Sep-28
4906899 WHITTIER CA 90602 SFD 7.000 6.500 $2,148.93 360 1-Oct-28
4907235 GROVE OK 74344 SFD 7.000 6.500 $3,343.15 360 1-Nov-28
4908148 FAIRFAX VA 22033 SFD 7.500 6.500 $2,370.34 360 1-Sep-28
4908534 FISHERS IN 46038 SFD 7.500 6.500 $2,419.29 360 1-Sep-28
4908621 ROSEMEAD CA 91770 SFD 7.125 6.500 $1,643.87 360 1-Oct-28
4909418 SANTA BARBARA CA 93111 SFD 7.250 6.500 $2,742.35 360 1-Sep-28
4909425 GLENDALE CA 91201 SFD 7.250 6.500 $2,182.96 360 1-Oct-28
4909478 POWAY CA 92064 SFD 7.250 6.500 $2,592.27 360 1-Sep-28
4909497 SANTA BARBARA CA 93108 SFD 7.250 6.500 $3,738.33 360 1-Oct-28
4909645 SAN RAFAEL CA 94901 SFD 7.250 6.500 $2,101.10 360 1-Oct-28
4910248 CARLSBAD CA 92009 SFD 7.125 6.500 $1,934.25 360 1-Oct-28
4910300 MOORPARK CA 93021 SFD 7.125 6.500 $1,819.04 360 1-Oct-28
4910542 PLEASANT HILL CA 94523 SFD 7.500 6.500 $2,069.67 360 1-Oct-28
4910680 ANDOVER MA 01810 SFD 7.500 6.500 $1,929.84 360 1-Sep-28
4910698 OAKLAND CA 94602 SFD 7.500 6.500 $2,377.33 360 1-Oct-28
4910732 GILBERT AZ 85234 SFD 7.500 6.500 $2,164.42 360 1-Sep-28
4910777 PAYSON AZ 85541 SFD 7.250 6.500 $2,524.06 360 1-Oct-28
4910812 IPSWICH MA 01938 SFD 7.250 6.500 $3,751.97 360 1-Sep-28
4910841 BERKELEY CA 94708 SFD 7.375 6.500 $2,248.84 360 1-Oct-28
4910867 SAN FRANCISCO CA 94131 LCO 7.250 6.500 $2,237.54 360 1-Sep-28
4911014 SAN DIEGO CA 92103 SFD 7.250 6.500 $2,013.78 360 1-Sep-28
4911097 WESTERN SPRINGS IL 60558 SFD 7.250 6.500 $2,012.42 360 1-Sep-28
4911147 CHICAGO IL 60625 SFD 7.375 6.500 $2,382.83 360 1-Sep-28
4911206 NAPERVILLE IL 60566 SFD 7.250 6.500 $2,046.53 360 1-Sep-28
4911212 BOUNTIFUL UT 84010 SFD 7.250 6.500 $2,258.01 360 1-Sep-28
4911227 MELROSE MA 02176 SFD 7.250 6.500 $1,636.55 360 1-Sep-28
4911245 PARK CITY UT 84098 SFD 7.250 6.500 $2,237.54 360 1-Sep-28
4911252 CLARENDON HILLS IL 60514 SFD 7.250 6.500 $1,879.40 360 1-Oct-28
4911300 HINSDALE IL 60521 SFD 7.250 6.500 $2,259.37 360 1-Sep-28
4911310 PHOENIX AZ 85014 SFD 7.250 6.500 $1,671.00 360 1-Aug-28
4911322 INDIANAPOLIS IN 46260 PUD 7.500 6.500 $2,796.86 360 1-Sep-28
4911352 MARSHFIELD MA 02050 SFD 7.500 6.500 $2,496.20 360 1-Aug-28
4911372 HAWTHORNE WOODS IL 60047 SFD 7.250 6.500 $2,020.95 360 1-Oct-28
4911734 MISSION HILLS KS 66208 PUD 7.250 6.500 $4,365.93 360 1-Sep-28
4911764 SUDBURY MA 01776 SFD 7.375 6.500 $2,175.63 360 1-Sep-28
4911829 SAN JOSE CA 95123 SFD 7.375 6.500 $1,712.88 360 1-Oct-28
4911844 ST. LOUIS MO 63108 SFD 7.375 6.500 $2,377.65 360 1-Oct-28
4911865 PLACENTIA CA 92870 SFD 7.375 6.500 $1,795.76 360 1-Oct-28
4911930 BARRINGTON IL 60010 SFD 7.375 6.500 $2,201.53 360 1-Sep-28
4911960 OVERLAND PARK KS 66221 SFD 7.250 6.500 $2,080.64 360 1-Sep-28
4911964 LINCOLNSHIRE IL 60069 SFD 7.375 6.500 $2,451.90 360 1-Sep-28
4911965 FOUNTAIN HILLS AZ 85268 SFD 7.250 6.500 $1,762.07 360 1-Aug-28
4911973 LOS GATOS CA 95032 SFD 7.375 6.500 $3,066.60 360 1-Aug-28
4911989 CHICAGO IL 60646 SFD 7.250 6.500 $1,841.88 360 1-Sep-28
4911991 INDIALANTIC FL 32903 SFD 7.375 6.500 $1,897.34 352 1-Jan-28
4912047 NORMAN OK 73072 SFD 7.750 6.500 $2,579.08 360 1-Oct-28
4912182 MESA AZ 85207 SFD 7.250 6.500 $2,017.54 360 1-Sep-28
4912191 ORLANDO FL 32836 SFD 7.375 6.500 $2,373.11 354 1-Feb-28
4912219 PALATINE IL 60067 SFD 7.375 6.500 $2,403.55 360 1-Oct-28
4912247 NEWTON MA 02458 SFD 7.375 6.500 $2,733.91 360 1-Oct-28
4912268 CHEVY CHASE MD 20815 SFD 7.375 6.500 $2,099.66 360 1-Aug-28
4912329 CHICAGO IL 60657 LCO 7.375 6.500 $2,169.27 360 1-Sep-28
4912342 PARK CITY UT 84098 SFD 7.250 6.500 $1,888.27 360 1-Sep-28
4912348 SANTA ANA CA 92705 SFD 7.375 6.500 $1,771.58 360 1-Oct-28
4912354 LAGUNA NIGEL CA 92677 SFD 7.250 6.500 $3,110.73 360 1-Oct-28
4912449 HURRICANE WV 25526 SFD 7.375 6.500 $2,072.03 360 1-Aug-28
4912461 HINSDALE IL 60521 SFD 7.375 6.500 $2,279.23 360 1-Oct-28
4912849 ARROYO GRANDE CA 93420 SFD 7.500 6.500 $1,908.86 360 1-Sep-28
4912946 SILVERADO CA 92676 SFD 7.250 6.500 $3,115.84 360 1-Oct-28
4912970 BENTON LA 71006 SFD 7.250 6.500 $1,688.39 360 1-Sep-28
4912989 SOUTH SAN FRANCISCO CA 94080 SFD 7.250 6.500 $1,997.42 360 1-Oct-28
4918608 CONWAY MA 01341 SFD 7.250 6.500 $1,635.18 360 1-Sep-28
4919441 COSTA MESA CA 92626 SFD 7.350 6.500 $1,653.54 360 1-Oct-28
4919512 SAN JOSE CA 95122 SFD 7.250 6.500 $1,580.61 360 1-Oct-28
4919990 MURRIETA CA 92562 SFD 7.125 6.500 $2,359.03 360 1-Oct-28
4920003 COPPELL TX 75019 SFD 6.875 6.500 $708.83 360 1-Oct-28
4920012 SAN DIEGO CA 92131 SFD 7.125 6.500 $1,650.62 360 1-Sep-28
4920029 ANCHORAGE AK 99516 SFD 7.250 6.500 $1,682.25 360 1-Sep-28
4920048 FAIRFIELD CT 06490 SFD 7.000 6.500 $3,488.19 360 1-Nov-28
4920084 WEST HOLLYWOOD CA 90048 SFD 7.000 6.500 $2,262.03 360 1-Sep-28
4920099 SANTA ANA CA 92705 SFD 6.875 6.500 $1,804.92 360 1-Sep-28
4920132 CARMEL CA 93923 SFD 7.250 6.500 $1,787.31 360 1-Oct-28
4920154 RIDGEFIELD WA 98642 SFD 7.125 6.500 $2,376.88 360 1-Oct-28
4920158 KIRKWOOD MO 63122 SFD 7.250 6.500 $1,967.40 360 1-Oct-28
4920254 FOOTHILL RANCH CA 92610 PUD 7.400 6.500 $1,630.56 360 1-Oct-28
4920318 IRVINE CA 92606 SFD 7.125 6.500 $2,081.80 360 1-Sep-28
4920361 ROCHESTER HILLS MI 48306 SFD 7.125 6.500 $1,658.36 360 1-Oct-28
4920485 HOUSTON TX 77025 SFD 7.000 6.500 $2,374.64 360 1-Nov-28
4920513 ROCHESTER HILLS MI 48309 SFD 7.125 6.500 $2,347.91 360 1-Sep-28
4920782 MOORESVILLE NC 28115 SFD 7.000 6.500 $2,125.39 360 1-Oct-28
4920794 MELVILLE NY 11747 SFD 7.250 6.500 $1,705.45 360 1-Sep-28
4920801 HIGHLAND PARK IL 60035 SFD 8.125 6.500 $3,396.93 360 1-Oct-28
4922392 SUNNY ISLES FL 33160 HCO 7.650 6.500 $1,688.65 360 1-Oct-28
4923372 FAIR OAKS CA 95628 SFD 7.375 6.500 $1,797.48 360 1-Oct-28
4923640 CINCINNATI OH 45244 SFD 6.750 6.483 $2,812.33 360 1-Oct-28
4923656 MERTON WI 53029 SFD 7.375 6.500 $1,768.13 360 1-Sep-28
4923673 MIAMI BEACH FL 33139 SFD 7.000 6.500 $1,946.01 360 1-Oct-28
4923770 NICHOLASVILLE KY 40356 SFD 7.125 6.500 $3,072.16 360 1-Oct-28
4930249 WESTFIELD MA 01085 SFD 8.000 6.500 $779.26 360 1-Nov-28
4930275 JOLIET IL 60432 SFD 8.375 6.500 $389.92 360 1-Dec-28
4930288 WALLINGFORD PA 19086 SFD 7.625 6.500 $778.58 360 1-Nov-28
4930316 CHATHAM NJ 07435 SFD 7.875 6.500 $875.89 360 1-Nov-28
4930419 WASHINGTON DC 20001 SFD 8.375 6.500 $585.26 360 1-Dec-28
4931451 CORNELIUS NC 28031 LCO 8.375 6.500 $1,469.98 360 1-Nov-28
</TABLE>
TABLE (CONTINUED)
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----------- ------------ ------- ------- ---------- ------- -------- ------- ---------
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ----------- ------------ ------- ------- --------- ------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4823912 $249,548.69 59.95 0.250 0.017 0.233
4837104 $348,870.45 84.77 12 0.250 0.017 0.358
4838772 $495,622.58 80.00 0.250 0.017 0.608
4849460 $239,280.86 79.47 0.250 0.017 0.733
4849607 $344,961.02 79.54 0.250 0.017 0.733
4854184 $59,518.80 60.00 0.250 0.017 0.983
4859593 $312,755.83 78.25 0.250 0.017 0.483
4859656 $279,758.93 80.00 0.250 0.017 0.000
4860548 $273,659.89 53.92 0.250 0.017 0.858
4862731 $893,052.79 65.00 0.250 0.017 0.483
4866440 $263,299.50 86.39 06 0.250 0.017 0.608
4866503 $261,715.15 90.00 11 0.250 0.017 0.983
4867339 $731,926.38 66.99 0.250 0.017 0.858
4867937 $312,824.32 80.00 0.250 0.017 0.233
4868324 $240,191.31 76.74 0.250 0.017 0.483
4870520 $341,872.47 90.00 01 0.250 0.017 0.733
4870662 $294,296.51 89.18 06 0.250 0.017 0.858
4871922 $249,396.66 84.75 12 0.250 0.017 0.358
4871949 $307,256.68 80.00 0.250 0.017 0.358
4873601 $251,244.87 58.60 0.250 0.017 0.733
4873907 $285,492.08 56.90 0.250 0.017 0.233
4874221 $342,192.41 79.77 0.250 0.017 0.483
4874649 $245,236.16 95.00 13 0.250 0.017 0.233
4874786 $260,535.14 75.70 0.250 0.017 0.483
4875063 $245,225.37 80.00 0.250 0.017 0.483
4875189 $548,705.05 74.32 0.250 0.017 0.483
4875673 $301,340.52 80.00 0.250 0.017 0.358
4875880 $301,846.55 74.77 0.250 0.017 0.483
4876477 $341,421.56 78.74 0.250 0.017 0.483
4876574 $271,027.45 95.00 11 0.250 0.017 0.233
4876813 $593,699.82 67.31 0.250 0.017 0.858
4876881 $309,047.74 80.00 0.250 0.017 0.608
4877224 $345,747.96 89.99 01 0.250 0.017 1.233
4881180 $149,219.97 56.39 0.250 0.017 0.233
4884975 $302,453.69 79.99 0.250 0.017 0.608
4885178 $391,099.63 77.01 0.250 0.017 0.608
4885242 $351,171.20 79.82 0.250 0.017 0.483
4885322 $284,564.93 75.00 0.250 0.017 0.608
4885663 $292,858.85 79.99 0.250 0.017 0.483
4885686 $498,822.75 80.00 0.250 0.017 0.483
4885819 $250,326.71 75.00 0.250 0.017 0.733
4885842 $339,238.27 80.00 0.250 0.017 0.733
4885857 $299,293.66 78.95 0.250 0.017 0.483
4885957 $454,926.35 80.00 0.250 0.017 0.483
4886018 $274,536.62 63.95 0.250 0.017 0.108
4886048 $251,421.18 80.00 0.250 0.017 0.608
4886088 $270,976.16 80.00 0.250 0.017 0.608
4886120 $499,050.33 75.00 0.250 0.017 0.733
4886160 $250,196.08 75.00 0.250 0.017 0.733
4886188 $262,109.16 75.00 0.250 0.017 0.733
4887739 $78,541.82 60.58 0.250 0.017 1.358
4888672 $323,274.10 90.00 01 0.250 0.017 0.733
4889219 $276,778.49 72.70 0.250 0.017 0.358
4890615 $287,321.91 45.35 0.250 0.017 0.483
4890951 $252,718.21 79.16 0.250 0.017 0.608
4891237 $567,138.80 72.61 0.250 0.017 0.733
4901145 $308,850.18 90.00 11 0.500 0.017 0.000
4901171 $471,293.55 80.00 0.500 0.017 0.108
4906842 $277,345.42 61.78 0.250 0.017 0.483
4906899 $322,468.93 76.90 0.250 0.017 0.233
4907235 $502,088.10 75.00 0.250 0.017 0.233
4908148 $338,240.51 79.99 0.250 0.017 0.733
4908534 $345,224.81 79.99 0.250 0.017 0.733
4908621 $243,608.60 80.00 0.250 0.017 0.358
4909418 $401,053.51 70.53 0.250 0.017 0.483
4909425 $319,499.24 62.75 0.250 0.017 0.483
4909478 $379,105.31 75.25 0.250 0.017 0.483
4909497 $547,142.42 34.57 0.250 0.017 0.483
4909645 $307,518.01 66.96 0.250 0.017 0.483
4910248 $286,639.45 79.99 0.250 0.017 0.358
4910300 $269,203.90 76.06 0.250 0.017 0.358
4910542 $295,559.29 80.00 0.250 0.017 0.733
4910680 $275,381.63 80.00 0.250 0.017 0.733
4910698 $339,493.76 80.00 0.250 0.017 0.733
4910732 $308,856.49 77.39 0.250 0.017 0.733
4910777 $369,420.97 43.53 0.250 0.017 0.483
4910812 $548,705.05 70.97 0.250 0.017 0.483
4910841 $325,102.96 80.00 0.250 0.017 0.608
4910867 $327,227.74 80.00 0.250 0.017 0.483
4911014 $294,504.90 80.00 0.250 0.017 0.483
4911097 $293,675.43 62.11 0.250 0.017 0.483
4911147 $342,961.86 63.30 0.250 0.017 0.608
4911206 $299,293.66 80.00 0.250 0.017 0.483
4911212 $330,220.65 73.56 0.250 0.017 0.483
4911227 $239,335.15 79.99 0.250 0.017 0.483
4911245 $327,227.74 80.00 0.250 0.017 0.483
4911252 $275,068.86 74.46 0.250 0.017 0.483
4911300 $330,420.20 74.43 0.250 0.017 0.483
4911310 $244,178.67 89.99 0.250 0.017 0.483
4911322 $399,103.84 80.00 0.250 0.017 0.733
4911352 $355,930.22 78.07 0.250 0.017 0.733
4911372 $295,786.39 75.00 0.250 0.017 0.483
4911734 $638,493.15 77.11 0.250 0.017 0.483
4911764 $314,276.49 72.41 0.250 0.017 0.608
4911829 $247,535.25 80.00 0.250 0.017 0.608
4911844 $343,724.49 85.00 13 0.250 0.017 0.608
4911865 $259,603.10 77.61 0.250 0.017 0.608
4911930 $318,003.52 75.00 0.250 0.017 0.608
4911960 $304,281.88 67.78 0.250 0.017 0.483
4911964 $354,184.62 61.00 0.250 0.017 0.608
4911965 $257,486.64 79.48 0.250 0.017 0.483
4911973 $442,636.08 65.29 0.250 0.017 0.608
4911989 $269,364.29 63.53 0.250 0.017 0.483
4911991 $272,337.36 76.90 0.250 0.017 0.608
4912047 $359,490.20 75.00 0.250 0.017 0.983
4912182 $295,053.66 79.99 0.250 0.017 0.483
4912191 $340,905.01 90.00 11 0.250 0.017 0.608
4912219 $347,468.77 80.00 0.250 0.017 0.608
4912247 $395,226.75 41.23 0.250 0.017 0.608
4912268 $303,066.12 80.00 0.250 0.017 0.608
4912329 $313,358.62 80.00 0.250 0.017 0.608
4912342 $276,148.27 80.00 0.250 0.017 0.483
4912348 $256,108.45 75.00 0.250 0.017 0.608
4912354 $455,286.39 57.00 0.250 0.017 0.483
4912449 $299,078.44 75.95 0.250 0.017 0.608
4912461 $329,496.24 64.08 0.250 0.017 0.608
4912849 $272,388.36 75.83 0.250 0.017 0.733
4912946 $456,035.23 79.99 0.250 0.017 0.483
4912970 $246,917.25 90.00 11 0.250 0.017 0.483
4912989 $292,341.78 79.67 0.250 0.017 0.483
4918608 $239,135.62 74.91 0.250 0.017 0.483
4919441 $239,631.80 80.00 0.250 0.017 0.583
4919512 $231,337.39 74.98 0.250 0.017 0.483
4919990 $348,805.53 60.00 0.250 0.017 0.358
4920003 $107,718.18 79.99 0.250 0.017 0.108
4920012 $244,309.66 71.01 0.250 0.017 0.358
4920029 $245,699.71 72.53 0.250 0.017 0.483
4920048 $523,870.23 70.00 0.250 0.017 0.233
4920084 $339,159.02 77.27 0.250 0.017 0.233
4920099 $274,053.54 73.07 0.250 0.017 0.108
4920132 $261,588.98 31.57 0.250 0.017 0.483
4920154 $352,234.06 73.50 0.250 0.017 0.358
4920158 $287,948.68 69.16 0.250 0.017 0.483
4920254 $235,142.28 69.26 0.250 0.017 0.633
4920318 $308,254.25 79.98 0.250 0.017 0.358
4920361 $245,755.15 72.61 0.250 0.017 0.358
4920485 $356,632.42 74.22 0.250 0.017 0.233
4920513 $347,658.95 70.26 0.250 0.017 0.358
4920782 $318,935.73 70.37 0.250 0.017 0.233
4920794 $249,411.36 69.44 0.250 0.017 0.483
4920801 $456,899.42 70.38 0.250 0.017 1.358
4922392 $237,656.11 85.00 11 0.250 0.017 0.883
4923372 $259,852.73 67.60 0.250 0.017 0.608
4923640 $432,851.26 80.00 0.250 0.017 0.000
4923656 $255,412.01 80.00 0.250 0.017 0.608
4923673 $289,072.62 90.00 13 0.250 0.017 0.233
4923770 $455,268.51 80.00 0.250 0.017 0.358
4930249 $106,128.74 88.50 12 0.250 0.017 1.233
4930275 $51,300.00 90.00 06 0.250 0.017 1.608
4930288 $109,920.38 62.68 0.250 0.017 0.858
4930316 $120,716.86 80.00 0.250 0.017 1.108
4930419 $77,000.00 70.00 0.250 0.017 1.608
4931451 $193,279.79 81.95 06 0.250 0.017 1.608
$48,550,285.15
</TABLE>
COUNT: 153
WAC: 7.310348065
WAM: 357.0344038
WALTV: 74.43238399
<PAGE>
NASCOR
NMI / 1998-34 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
(i) (xvii) (xviii)
- ----- --------------------------- --------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- --------------------------- --------------------------
4823912 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4837104 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4838772 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4849460 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849607 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4854184 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4859593 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4859656 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4860548 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4862731 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4866440 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4866503 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4867339 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4867937 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4868324 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4870520 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4870662 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4871922 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4871949 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873601 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873907 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874221 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874649 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874786 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4875063 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4875189 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4875673 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4875880 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4876477 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4876574 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4876813 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4876881 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4877224 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4881180 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4884975 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4885178 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4885242 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4885322 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4885663 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4885686 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4885819 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4885842 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4885857 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4885957 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4886018 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4886048 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4886088 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4886120 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4886160 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4886188 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4887739 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4888672 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4889219 AMERICA FIRST CREDIT UNION AMERICA FIRST CREDIT UNION
4890615 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4890951 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4891237 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4901145 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4901171 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4906842 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4906899 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4907235 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4908148 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4908534 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4908621 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909418 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909425 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909478 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909497 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909645 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910248 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910300 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910542 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910680 HOMESIDE LENDING HOMESIDE LENDING
4910698 HOMESIDE LENDING HOMESIDE LENDING
4910732 HOMESIDE LENDING HOMESIDE LENDING
4910777 HOMESIDE LENDING HOMESIDE LENDING
4910812 HOMESIDE LENDING HOMESIDE LENDING
4910841 HOMESIDE LENDING HOMESIDE LENDING
4910867 HOMESIDE LENDING HOMESIDE LENDING
4911014 HOMESIDE LENDING HOMESIDE LENDING
4911097 HOMESIDE LENDING HOMESIDE LENDING
4911147 HOMESIDE LENDING HOMESIDE LENDING
4911206 HOMESIDE LENDING HOMESIDE LENDING
4911212 HOMESIDE LENDING HOMESIDE LENDING
4911227 HOMESIDE LENDING HOMESIDE LENDING
4911245 HOMESIDE LENDING HOMESIDE LENDING
4911252 HOMESIDE LENDING HOMESIDE LENDING
4911300 HOMESIDE LENDING HOMESIDE LENDING
4911310 HOMESIDE LENDING HOMESIDE LENDING
4911322 HOMESIDE LENDING HOMESIDE LENDING
4911352 HOMESIDE LENDING HOMESIDE LENDING
4911372 HOMESIDE LENDING HOMESIDE LENDING
4911734 HOMESIDE LENDING HOMESIDE LENDING
4911764 HOMESIDE LENDING HOMESIDE LENDING
4911829 HOMESIDE LENDING HOMESIDE LENDING
4911844 HOMESIDE LENDING HOMESIDE LENDING
4911865 HOMESIDE LENDING HOMESIDE LENDING
4911930 HOMESIDE LENDING HOMESIDE LENDING
4911960 HOMESIDE LENDING HOMESIDE LENDING
4911964 HOMESIDE LENDING HOMESIDE LENDING
4911965 HOMESIDE LENDING HOMESIDE LENDING
4911973 HOMESIDE LENDING HOMESIDE LENDING
4911989 HOMESIDE LENDING HOMESIDE LENDING
4911991 HOMESIDE LENDING HOMESIDE LENDING
4912047 HOMESIDE LENDING HOMESIDE LENDING
4912182 HOMESIDE LENDING HOMESIDE LENDING
4912191 HOMESIDE LENDING HOMESIDE LENDING
4912219 HOMESIDE LENDING HOMESIDE LENDING
4912247 HOMESIDE LENDING HOMESIDE LENDING
4912268 HOMESIDE LENDING HOMESIDE LENDING
4912329 HOMESIDE LENDING HOMESIDE LENDING
4912342 HOMESIDE LENDING HOMESIDE LENDING
4912348 HOMESIDE LENDING HOMESIDE LENDING
4912354 HOMESIDE LENDING HOMESIDE LENDING
4912449 HOMESIDE LENDING HOMESIDE LENDING
4912461 HOMESIDE LENDING HOMESIDE LENDING
4912849 HOMESIDE LENDING HOMESIDE LENDING
4912946 HOMESIDE LENDING HOMESIDE LENDING
4912970 HOMESIDE LENDING HOMESIDE LENDING
4912989 HOMESIDE LENDING HOMESIDE LENDING
4918608 HOMESIDE LENDING HOMESIDE LENDING
4919441 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919512 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919990 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920003 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920012 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920029 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920048 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920084 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920099 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920132 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920154 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920158 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920254 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920318 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920361 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920485 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920513 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4920782 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920794 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920801 HOMESIDE LENDING HOMESIDE LENDING
4922392 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4923372 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4923640 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923656 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923673 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923770 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4930249 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930275 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930288 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930316 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930419 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4931451 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
COUNT: 153
WAC: 7.310348065
WAM: 357.0344038
WALTV: 74.43238399
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: _____________________________
Servicer
Loan No.: _____________________________
Custodian/Trust Administrator
Name: _____________________________
Address: _____________________________
-----------------------------
Custodian/Trustee
Mortgage File No.: _____________________________
Seller
Name: _____________________________
Address: _____________________________
-----------------------------
Certificates: Mortgage Pass-Through Certificates,
Series 1998-34
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trust Administrator for the Holders
of Mortgage Pass-Through Certificates, Series 1998-34, 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 Trust Administrator, the Seller, the Master Servicer and
the United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 199__, in the original principal sum
of $___________, made by ____________________, payable to, or endorsed to
the order of, the Trustee.
<PAGE>
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in book/reel/docket
____________________ of official records at page/image ------------.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Certificate Account and except as
expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust
Administrator, on behalf of the Trustee, and the Master Servicer shall
keep the Documents and any proceeds separate and distinct from all other
property in the Master Servicer's possession, custody or control.
G-2
<PAGE>
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By: __________________________
Title: ________________________
Date: ________________, 19__
G-3
<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 1998-34, Class
[A-R][A-LR] Certificate (the "Class [A-R][A-LR] Certificate") for the account
of, or as agent (including a broker, nominee, or other middleman) for, any
person or entity from which it has not received an affidavit substantially in
the form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class [A-R][A-LR]
Certificate as they become due.
<PAGE>
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class [A-R][A-LR] Certificate in excess of cash flows
generated by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other
than a U.S. Person (a "Non-U.S. Person") that holds the Class [A-R][A-LR]
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator with
an effective Internal Revenue Service Form 4224 or successor form at the time
and in the manner required by the Code or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trust Administrator an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
[A-R][A-LR] Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of the Class
[A-R][A-LR] Certificate will not be disregarded for federal income tax purposes.
"U.S. Person" means a citizen or resident of the United States, a corporation,
partnership (except to the extent provided in applicable Treasury regulations)
or other entity created or organized in or under the laws of the United States
or any political subdivision thereof, an estate that is subject to U.S. federal
income tax regardless of the source of its income or a trust if a court within
the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [A-R][A-LR] Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the [Upper-Tier
REMIC][Lower-Tier REMIC] pursuant to Section 3.01 of the Pooling and Servicing
Agreement, and if such designation is not permitted by the Code and applicable
law, to act as tax matters person if requested to do so.
H-2
<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__.
H-3
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1998-34, Class [A-R][A-LR]
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-34
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 1998-34, 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"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), of Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1998-34.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is
organized, is authorized to invest in the
<PAGE>
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
J-2
<PAGE>
and (C) the purchase and holding of such Class [B-4][B-5][B-6]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the
Seller and the Trust Administrator of the Trust Estate and (b) such other
opinions of counsel, officers' certificates and agreements as the Seller
or the Master Servicer may have required. A Benefit Plan Opinion is an
opinion of counsel to the effect that the proposed transfer will not cause
the assets of the Trust Estate to be regarded as "plan assets" and subject
to the prohibited transaction provisions of ERISA, the Code or Similar Law
and will not subject the Trust Administrator, the Trustee, the Seller or
the Master Servicer to any obligation in addition to those undertaken in
the Pooling and Servicing Agreement (including any liability for civil
penalties or excise taxes imposed pursuant to ERISA, Section 4975 of the
Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the
Board of Governors of the Federal Reserve System ("FRB"), the Federal
Deposit Insurance Corporation ("FDIC"), the Office of Thrift Supervision
("OTS") or the National Credit Union Administration ("NCUA"), the
Purchaser has reviewed the "Supervisory Policy Statement on Securities
Activities" dated January 28, 1992 of the Federal Financial Institutions
Examination Council and the April 15, 1994 Interim Revision thereto as
adopted by the OCC, FRB, FDIC, OTS and NCUA (with modifications as
applicable), as appropriate, other applicable investment authority, rules,
supervisory policies and guidelines of these agencies and, to the extent
appropriate, state banking authorities and has concluded that its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.
Section 3. Transfer of Class [A-PO][B-4][B-5][B-6] Certificates.
(a) The Purchaser understands that the Class [A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933
(the "Act") or any state securities laws and that no transfer may be made
unless the Class [A-PO][B-4][B-5][B-6] Certificates are registered under
the Act and applicable state law or unless an exemption from registration
is available. The Purchaser further understands that neither the Seller,
the Master Servicer nor the Trust Administrator is under any obligation to
register the Class [A-PO][B-4][B-5][B-6] Certificates or make an exemption
available. In the event that such a transfer is to be made in reliance
upon an exemption from the Act or applicable state securities laws, (i)
the Trust Administrator shall require, in order to assure compliance with
such laws, that the Certificateholder's prospective transferee certify to
the Seller and the Trust Administrator as to the factual basis for the
registration or qualification exemption relied upon, and (ii) unless the
transferee is a "Qualified Institutional Buyer" within the meaning of Rule
144A of the Act, the Trust Administrator or the Seller may, if such
transfer is made within three years from the later of (a) the Closing Date
or (b) the last date on which the Seller or any affiliate thereof was a
holder of the Certificates proposed to be transferred, require an Opinion
of Counsel that such transfer may be made pursuant to an exemption from
the Act and state securities laws, which Opinion of Counsel shall not be
an expense of the Trust Administrator, the Master Servicer or the Seller.
Any such Certificateholder desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Trust Administrator, the
Master Servicer, any Paying Agent acting on behalf of the Trust
J-3
<PAGE>
Administrator and the Seller against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal
and state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall
be made unless the transferee provides the Seller and the Trust
Administrator with a Transferee's Letter, substantially in the form of
this Agreement.
(c) The Purchaser acknowledges that its Class
[A-PO][B-4][B-5][B-6] Certificates bear a legend setting forth the
applicable restrictions on transfer.
J-4
<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: ______________________________
J-5
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-34
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 1998-34, 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"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and the United States Trust Company of New York, as
trustee (the "Trustee") of Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1998-34.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
<PAGE>
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state
or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) if the Purchaser is an insurance company, (A) the source of
funds used to purchase the Class [B-1] [B-2] [B-3] Certificate is an
"insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60
Fed. Reg. 35925 (July 12, 1995), (B) there is no Plan with respect to
which the amount of such general account's reserves and liabilities for
the contract(s) held by or on behalf of such Plan and all other Plans
maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed
10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the
date of acquisition and (C) the purchase and holding of such Class
[B-1][B-2][B-3] Certificate are covered by Sections I and III of PTE 95-60
or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trust Administrator of the Trust Estate
and (b) such other opinions of counsel, officers' certificates and
agreements as the Seller or the Master Servicer may have required. A
Benefit Plan Opinion is an opinion of counsel to the effect that the
proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the
Trust Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes
imposed pursuant to ERISA, Section 4975 of the Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement
to be validly executed by its duly authorized representative as of the day and
the year first above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
[Reserved]
K-2
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
HomeSide Lending Mortgage Corp. Servicing Agreement
National City Mortgage Company Servicing Agreement
GMAC Mortgage Corporation Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
Bank of America, NT & SA Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
Bank United Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
America First Credit Union Servicing Agreement
Marine Midland Mortgage Corporation Servicing Agreement
Home Savings of America, FSB Servicing Agreement
Columbia National, Inc. Servicing Agreement
Hibernia National Bank 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 1998-34,
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, First Union National
Bank, as Trust Administrator, and United States Trust Company of New York, as
Trustee.
_____________________ intends to resell all of the Class B Certificates
directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
<PAGE>
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
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).
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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)
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(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
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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
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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
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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
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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 1998-34. 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,
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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
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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
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(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
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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.
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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: __________________________
M-13
