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: January 28, 1999
(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 January 28, 1999, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1999-1, 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-R, Class A-LR, Class B-1, Class B-2 and Class
B-3 (the "Offered Certificates"), having an aggregate original principal balance
of $496,492,200.00 The Offered Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as of January 28, 1999, 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 1999-1, Class A-PO Certificates, having an
aggregate initial principal balance of $239,302.50, and Class B-4, Class B-5 and
Class B-6 Certificates, having an aggregate initial principal balance of
$3,502,681.91 (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 99.25% 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-7, Class A-8, Class A-9, Class A-PO, Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates and each Component of the Class A-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
January 28, 1999, 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
January 28, 1999
/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 Agreement, dated E
as of January 28, 1999 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.
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 January 28, 1999
$500,234,184.41
Mortgage Pass-Through Certificates
Series 1999-1
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions....................................................1
Section 1.02 Acts of Holders...............................................52
Section 1.03 Effect of Headings and Table of Contents......................53
Section 1.04 Benefits of Agreement.........................................53
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans...................................1
Section 2.02 Acceptance by Trust Administrator..............................2
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller....................................................3
Section 2.04 Execution and Delivery of Certificates........................10
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date............................10
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account............................................1
Section 3.02 Permitted Withdrawals from the Certificate Account.............2
Section 3.03 Advances by Master Servicer and Trust Administrator............3
Section 3.04 Trust Administrator to Cooperate; Release of Owner
Mortgage Loan Files...........................................5
Section 3.05 Reports to the Trustee and Trust Administrator; Annual
Compliance Statements.........................................6
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan..........................................................6
Section 3.07 Amendments to Servicing Agreements, Modification of
Standard Provisions...........................................7
Section 3.08 Oversight of Servicing.........................................8
Section 3.09 Termination and Substitution of Servicing Agreements..........10
Section 3.10 Application of Net Liquidation Proceeds.......................11
Section 3.11 Act Reports...................................................12
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions..................................................1
Section 4.02 Allocation of Realized Losses.................................17
Section 4.03 Paying Agent..................................................20
Section 4.04 Statements to Certificateholders; Report to the Trust
Administrator and the Seller.................................21
Section 4.05 Reports to Mortgagors and the Internal Revenue Service........24
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer...............................24
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates...............................................1
Section 5.02 Registration of Certificates...................................2
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..............6
Section 5.04 Persons Deemed Owners..........................................6
Section 5.05 Access to List of Certificateholders' Names and Addresses......7
Section 5.06 Maintenance of Office or Agency................................7
Section 5.07 Definitive Certificates........................................7
Section 5.08 Notices to Clearing Agency.....................................8
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer................1
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer......................................................1
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others...........................................1
Section 6.04 Resignation of the Master Servicer.............................2
Section 6.05 Compensation to the Master Servicer............................2
Section 6.06 Assignment or Delegation of Duties by Master Servicer..........2
Section 6.07 Indemnification of Trustee, Trust Administrator and
Seller by Master Servicer.....................................3
Section 6.08 Master Servicer Covenants Concerning Year 2000 Compliance......3
ARTICLE VII
DEFAULT
Section 7.01 Events of Default..............................................1
Section 7.02 Other Remedies of Trustee......................................2
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.......................................3
Section 7.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default.........................................3
Section 7.05 Trust Administrator to Act; Appointment of Successor...........3
Section 7.06 Notification to Certificateholders.............................5
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator..................1
Section 8.02 Certain Matters Affecting the Trustee and the Trust
Administrator.................................................2
Section 8.03 Neither Trustee nor Trust Administrator Required to Make
Investigation.................................................3
Section 8.04 Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans................................3
Section 8.05 Trustee and Trust Administrator May Own Certificates...........3
Section 8.06 The Master Servicer to Pay Fees and Expenses...................3
Section 8.07 Eligibility Requirements.......................................4
Section 8.08 Resignation and Removal........................................4
Section 8.09 Successor......................................................5
Section 8.10 Merger or Consolidation........................................6
Section 8.11 Authenticating Agent...........................................6
Section 8.12 Separate Trustees and Co-Trustees..............................7
Section 8.13 Appointment of Custodians......................................8
Section 8.14 Tax Matters; Compliance with REMIC Provisions..................9
Section 8.15 Monthly Advances..............................................11
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance.............11
Section 8.17 Trust Administrator Covenants Concerning Year 2000
Compliance...................................................11
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation of
All Mortgage Loans............................................1
Section 9.02 Additional Termination Requirements............................3
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment......................................................1
Section 10.02 Recordation of Agreement.......................................2
Section 10.03 Limitation on Rights of Certificateholders.....................3
Section 10.04 Governing Law; Jurisdiction....................................4
Section 10.05 Notices........................................................4
Section 10.06 Severability of Provisions.....................................4
Section 10.07 Special Notices to Rating Agencies.............................4
Section 10.08 Covenant of Seller.............................................5
Section 10.09 Recharacterization.............................................5
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate................................1
Section 11.02 Cut-Off Date...................................................1
Section 11.03 Cut-Off Date Aggregate Principal Balance.......................1
Section 11.04 Original Class A Percentage....................................1
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates..................................................1
Section 11.05(a)........................Original IO Component Notional Amounts
1
Section 11.06 Original Class A Non-PO Principal Balance......................2
Section 11.07 Original Subordinated Percentage...............................2
Section 11.08 Original Class B-1 Percentage..................................2
Section 11.09 Original Class B-2 Percentage..................................2
Section 11.10 Original Class B-3 Percentage..................................2
Section 11.11 Original Class B-4 Percentage..................................2
Section 11.12 Original Class B-5 Percentage..................................2
Section 11.13 Original Class B-6 Percentage..................................2
Section 11.14 Original Class B Principal Balance.............................2
Section 11.15 Original Principal Balances of the Classes of Class B
Certificates..................................................2
Section 11.16 Original Class B-1 Fractional Interest.........................3
Section 11.17 Original Class B-2 Fractional Interest.........................3
Section 11.18 Original Class B-3 Fractional Interest.........................3
Section 11.19 Original Class B-4 Fractional Interest.........................3
Section 11.20 Original Class B-5 Fractional Interest.........................3
Section 11.21 Closing Date...................................................3
Section 11.22 Right to Purchase..............................................3
Section 11.23 Wire Transfer Eligibility......................................3
Section 11.24 Single Certificate.............................................3
Section 11.25 Servicing Fee Rate.............................................4
Section 11.26 Master Servicing Fee Rate......................................4
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-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-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 1999-1 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 [A-9][B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
<PAGE>
This Pooling and Servicing Agreement, dated as of January 28, 1999
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.
Additional Collateral: As defined in the MLCC Servicing Agreement.
Additional Collateral Mortgage Loans: As defined in the MLCC
Servicing Agreement.
Accretion Directed Certificates: The Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class A-7 Certificates and
Class A-8 Certificates.
Accretion Termination Date: For the (A) Class A-6 Scheduled Accrual
Component will be the earlier to occur of (i) the Distribution Date following
the Distribution Date on which the Principal Balances of the Class A-3, Class
A-4, Class A-5, Class A-7 and Class A-8 Certificates have been reduced to zero
or (ii) the Cross-Over Date; (B) Class A-7 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-3, Class A-4 and Class A-5 Certificates and
the Class A-6 Scheduled Accrual Component have been reduced to zero or (ii) the
Cross-Over Date; and (C) 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-3, Class A-4, Class A-5 and Class A-7 Certificates and
the Class A-6 Scheduled Accrual Component have been reduced to zero or (ii) the
Cross-Over Date.
Accrual Certificates: The Class A-7 and Class A-8 Certificates.
Accrual Component: The Class A-6 Scheduled Accrual Component.
Accrual Distribution Amount: As to any Distribution Date and each
Class of Accrual Certificates and the Accrual Component prior to the applicable
Accretion Termination Date, an amount with respect to such Class or Component
equal to the sum of (i) the Class A Interest Percentage of such Class of Accrual
Certificates or the Accrual Component of the Current Class A Interest
Distribution Amount and (ii) the Class A Interest Shortfall Percentage of such
Class of Accrual Certificates or Accrual Component of the amount distributed in
respect of the Classes of Class A Certificates 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 for such Class or Component,
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.
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 (other than the Class A-6 Certificates)
and all the Components.
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 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
$132,843.46 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-5
Certificates, Class A-7 Certificates and Class A-8 Certificates, beneficial
ownership and transfers of which shall be evidenced by, and made through, book
entries by the Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained
by the Master Servicer in the name of the Master Servicer on behalf of the
Trustee pursuant to Section 3.01. The Certificate Account shall be an
Eligible Account.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in
Section 5.02. The initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-PO Certificates, Class A-R
Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-6, Class A-7, Class A-8
and Class A-PO Certificates), the amount distributable to such Class of Class A
Certificates pursuant to Paragraphs first, second and third clause (A) of
Section 4.01(a)(i). As to the Class A-6 Certificates, the sum of (a) with
respect to the Accrual Component, (i) as to any Distribution Date prior to the
applicable Accretion Termination Date, the amount distributable to the Class A-6
Certificates with respect to the Accrual Component 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 (ii) as to any Distribution Date on or after the
applicable Accretion Termination Date, the amount distributable to the Class A-6
Certificates with respect to the Accrual Component pursuant to Paragraphs first,
second and third clause (A) of Section 4.01(a)(i), (b) with respect to the Class
A-6 IO A Component and the Class A-6 IO B Component, the amount distributable to
the Class A-6 Certificates with respect to the Class A-6 IO A Component and
Class A-6 IO B Component pursuant to Paragraphs first or second of Section
4.01(a)(i) and (c) with respect to the Class A-6 PAC Component, the amount
distributable to the Class A-6 Certificates with respect to the Class A-6 PAC
Component pursuant to Paragraphs first, second or third of Section 4.01(A)(i).
As to the Class A-7 and Class A-8 Certificates, (a) as to any Distribution Date
prior to the applicable Accretion Termination Date, the amount distributable to
such 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 such 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-6 and Class A-PO
Certificates) and any Component, the percentage calculated by dividing the
Interest Accrual Amount of such Class or Component (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 each Class of
Accrual Certificates and the Class A-6 Certificates with respect to their
Accrual Component prior to the applicable Accretion Termination Date, the amount
included in the Accrual Distribution Amount pursuant to clause (i) of the
definition thereof. As to any Distribution Date and Class A-6 Component, the
product of (a) the Class A Interest Shortfall Amount of the Class A-6
Certificates for such Distribution Date and (b) a fraction, the numerator of
which is the Interest Accrual Amount for such Component and the denominator of
which is the Interest Accrual Amount for the Class A-6 Certificates.
Class A Interest Shortfall Percentage: As to any Distribution Date
and any Class of Class A Certificates (other than the Class A-6 Certificates) or
Component, the percentage calculated by dividing the Class A Unpaid Interest
Shortfall for such Class or Component 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-6 and Class A-PO
Certificates) and the Class A-6 PAC Component, (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; and (iii) with respect to the Accrual Component, the lesser of the
Principal Balance of such Accrual Component and the Original Principal Balance
of such Accrual Component.
Class A Loss Percentage: As to any Determination Date and any Class
of Class A Certificates (other than the Class A-6 and Class A-PO Certificates)
or Component then outstanding, the percentage calculated by dividing the
Principal Balance of such Class or Component (or, in the case of a Class of
Accrual Certificates or the Accrual Component, the Original Principal Balance of
such Class or Component, if lower) by the Class A Loss Denominator (determined
without regard to any such Principal Balance of any Class of Class A
Certificates or Component not then outstanding), in each case determined as of
the preceding Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal
Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y)
the sum of:
(i) the Class A Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan.
ClassA 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-6, Class A-7, Class
A-8, Class A-9, Class A-R and Class A-LR Certificates, the Class A Fixed
Pass-Through Rate. As to the Class A-1 Certificates, 5.750% per annum. As to the
Class A-2 Certificates, 5.900% per annum. As to the Class A-3, Class A-4 and
Class A-5 Certificates, 6.100% 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 January 2004, 100%. As to any Distribution
Date subsequent to January 2004 to and including the Distribution Date in
January 2005, 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 January 2005 to and including the Distribution Date in
January 2006, 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 January 2006 to and including the Distribution Date in
January 2007, 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 January 2007 to and including the Distribution Date in
January 2008, 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 January 2008, the Class A Percentage as of such Distribution
Date. The foregoing is subject to the following: (i) if the aggregate
distribution to Holders of Class A Certificates on any Distribution Date of the
Class A Prepayment Percentage provided above of (a) Unscheduled Principal
Receipts distributable on such Distribution Date would reduce the Class A Non-PO
Principal Balance below zero, the Class A Prepayment Percentage for such
Distribution Date shall be the percentage necessary to bring the Class A Non-PO
Principal Balance to zero and thereafter the Class A Prepayment Percentage shall
be zero and (ii) if the Class A Percentage as of any Distribution Date is
greater than the Original Class A Percentage, the Class A Prepayment Percentage
for such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Class A Prepayment Percentage described in the second
through sixth sentences of this definition of Class A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Class A Prepayment Percentage for such Distribution Date will be determined
in accordance with the applicable provision, as set forth in the first through
fifth sentences above, which was actually used to determine the Class A
Prepayment Percentage for the Distribution Date occurring in the January
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 February 2004 and January 2005
(2) 35% of the Original Class B Principal Balance if such Distribution Date
occurs between and including February 2005 and January 2006, (3) 40% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including February 2006 and January 2007, (4) 45% of the Original Class B
Principal Balance if such Distribution Date occurs between and including
February 2007 and January 2008, and (5) 50% of the Original Class B Principal
Balance if such Distribution Date occurs during or after February 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-5
Certificates, Class A--6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 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 (other than the Class A-6 Certificates), and
any Component, the amount, if any, by which the aggregate of the Class A
Interest Shortfall Amounts for such Class or Component for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class or
Component (or in the case of a Class of Accrual Certificates or the Accrual
Component 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.
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-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-6 and
Exhibit C hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-6 Component: Any of the Class A-6 IO A Component, Class A-6
IO B Component, Class A-6 PAC Component or the Class A-6 Scheduled Accrual
Component.
Class A-6 IO A Component Notional Amount: As to any Distribution
Date, an amount equal to the sum of 11.5384615385% of the Principal Balance of
the Class A-1 Certificates and 9.2307692308% of the Principal Balance of the
Class A-2 Certificates.
Class A-6 IO B Component Notional Amount: As to any Distribution
Date, an amount equal to 6.1538461538% of the sum of the Principal Balances of
the Class A-3, Class A-4 and Class A-5 Certificates.
Class A-6 Loss Amount: With respect to any Determination Date after
the Cross-Over Date, the amount, if any, by which the Principal Balances of the
Class A-6 PAC Component and the Class A-6 Scheduled Accrual Component would be
reduced as a result of the application of the third sentence of the definition
of Principal Balance.
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-9 Loss Allocation Amount: With respect to any Determination
Date after the Cross-Over Date the lesser of (a) the Principal Balance of the
Class A-9 Certificates with respect to such Determination Date prior to any
reduction for the Class A-9 Loss Allocation Amount and (b) the Class A-6 Loss
Amount.
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 11.5384615385% of the Principal Balance of the Class A-1 Certificates
and the denominator is equal to the Class A-6 IO A Component 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 9.2307692308% of the Principal Balance of the Class A-2 Certificates
and the denominator of which is equal to the Class A-6 IO A Component 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-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-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.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of: (i)
(A) the principal portion of the Monthly Payment due on the Due Date occurring
in the month of such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan; (ii) all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt; (iii) the Scheduled Principal Balance of each Mortgage Loan
that was repurchased by the Seller during such preceding month pursuant to
Section 2.02 or 2.03; (iv) the excess of the unpaid principal balance of such
Mortgage Loan substituted for a defective Mortgage Loan during the month
preceding the month in which such Distribution Date occurs over the unpaid
principal balance of such defective Mortgage Loan, less the amount allocable to
the principal portion of any unreimbursed Periodic Advances previously made by
the applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
Class B Interest Percentage: As to any Distribution Date and any
Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: As to any Determination Date and any Class
of Class B Certificates then outstanding, the percentage calculated by dividing
the Principal Balance of such Class B by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Pass-Through Rate: As to any Distribution Date, 6.500% 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 Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(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
(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).
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 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).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a)(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;
(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.
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 Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with the provisions of Section 4.01(d)(i), the Class B-6
Percentage for such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4 Principal Balance and the Class B-5
Principal Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency 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.
Component: Any Class A-6 Component.
Component Rate: With respect to any Component, 6.500% per annum.
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.
Corresponding Upper-Tier Class, Classes, Component or Components:
As to the following Uncertificated Lower-Tier Interests, the Corresponding
Upper-Tier Class, Classes, Component or Components as follows:
Uncertificated Lower-Tier Corresponding Upper-Tier Class, Classes,
Interest Component or Components
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-4
Certificates, Class A-5 Certificates and
Class A-6 IO B Component
Class A-L6 Interest Class A-6 PAC Component and Class A-6
Scheduled Accrual Component
Class A-L7 Interest Class A-7 Certificates, Class A-8
Certificates and Class A-9 Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of such
Distribution Date, the amount of interest that would have accrued
at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of
the month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from the
day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph first of Section 4.01(a)(i) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the 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 connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the
related Distribution Date occurs, or if such 17th day is not a Business Day,
the Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage
Interest Rate of less than 6.500%.
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):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith
and credit of the United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating of
each Rating Agency, or such lower rating as would not result in
the downgrading or withdrawal of the rating then assigned to any
of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status
(other than for possible upgrading) by either Rating Agency;
(iii)commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating
category of each Rating Agency or the highest short-term rating
category of each Rating Agency, or such lower rating category as
would not result in the downgrading or withdrawal of the rating
then assigned to any of the Certificates by either Rating Agency
or result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) by
either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or
trust company incorporated under the laws of the United States or
of any state thereof and subject to supervision and examination
by federal and/or state banking authorities, provided that the
commercial paper and/or debt obligations of such depository
institution or trust company (or in the case of the principal
depository institution in a holding company system, the
commercial paper or debt obligations of such holding company) are
then rated in the highest short-term or the highest long-term
rating category for such securities of each of the Rating
Agencies, or such lower rating categories as would not result in
the downgrading or withdrawal of the rating then assigned to any
of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status
(other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at
the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any security
described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the
United States of America, in either case entered into with a
depository institution or trust company (acting as principal)
described in (iv) above;
(vii)securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of
America or any state thereof which, at the time of such
investment or contractual commitment providing for such
investment, are then rated in the highest short-term or the
highest long-term rating category by each Rating Agency, or in
such lower rating category as would not result in the downgrading
or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such
rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency; and
(viii)such other investments acceptable to each Rating Agency as would
not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such
rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency.
(ix) In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest
payments with respect to the obligations underlying such
instrument, or (ii) both principal and interest payments derived
from obligations underlying such instrument and the interest and
principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120%
of the yield to maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss
represented by the ratio of (a) the excess of the Aggregate Current Bankruptcy
Losses over the then-applicable Bankruptcy Loss Amount, divided by (b) the
Aggregate Current Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy
Loss occurring with respect to a Mortgage Loan on or after the Cross-Over Date
will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized in the month preceding the
month of such Distribution Date, (i) if the Aggregate Current Fraud Losses with
respect to such Distribution Date exceed the then-applicable Fraud Loss Amount,
then the portion of such Fraud Loss represented by the ratio of (a) the excess
of the Aggregate Current Fraud Losses over the then-applicable Fraud Loss
Amount, divided by (b) the Aggregate Current Fraud Losses, or (ii) if the
Aggregate Current Fraud Losses with respect to such Distribution Date are less
than or equal to the then-applicable Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced in locations other than Frederick, Maryland under the Norwest Servicing
Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced in Frederick, Maryland under the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-3 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any
successor thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-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 February 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.
Fitch: Fitch IBCA, Inc. or its successor in interest.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.500%,
(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) 6.500%, (ii) the applicable Servicing
Fee Rate and (iii) the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
Foreclosure Profits: As to any Distribution Date, the excess, if
any, of (i) Net Liquidation Proceeds in respect of each Mortgage Loan that
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date over (ii) the sum of the unpaid principal balance of each such Liquidated
Loan plus accrued and unpaid interest at the applicable Mortgage Interest Rate
on the unpaid principal balance thereof from the Due Date to which interest was
last paid by the Mortgagor (or, in the case of a Liquidated Loan that had been
an REO Mortgage Loan, from the Due Date to which interest was last deemed to
have been paid) to the first day of the month in which such Distribution Date
occurs.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in
the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $10,004,584.57 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or person performing similar
functions.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class A-6 and Class A-PO Certificates),
(a) the product of (i) 1/12th of the Class A Pass-Through Rate for such Class
and (ii) the Principal Balance of such Class as of the Determination Date
preceding such Distribution Date minus (b) the Class A Interest Percentage of
such Class of (i) any Non-Supported Interest Shortfall allocated to the Class A
Certificates with respect to such Distribution Date, (ii) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class A Certificates with respect to such Distribution
Date pursuant to Section 4.02(e) and (iii) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). The Interest Accrual Amount for the
Class A-6 Certificates will equal the sum of the Interest Accrual Amounts for
the Class A-6 IO A Component, the Class A-6 IO B Component, the Class A-6 PAC
Component and the Class A-6 Scheduled Accrual Component. The Class A-PO
Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Component, (a) the product of
(i) 1/12th of the Component Rate for such Component and (ii) the Principal
Balance of such Component or, in the case of the Class A-6 IO A Component and
Class A-6 IO B Component, the Class A-6 IO A Component Notional Amount and the
Class A-6 IO B Component Notional Amount, respectively, as of the Determination
Date preceding such Distribution Date minus (b) the Class A Interest Percentage
of such Component 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 any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of (x) any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class B Certificates with respect to such Distribution
Date pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trust Administrator
pursuant hereto respecting the related Mortgage Loan, including any unreimbursed
advances for real property taxes or for property restoration or preservation of
the related Mortgaged Property. Liquidation Expenses shall not include any
previously incurred expenses in respect of an REO Mortgage Loan which have been
netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) in connection with the liquidation of defaulted Mortgage
Loans or property acquired in respect thereof, whether through foreclosure, sale
or otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans (other than Fixed
Retained Yield), such amounts as shall from time to time be held in the
Certificate Account (other than Fixed Retained Yield), the insurance policies,
if any, relating to a Mortgage Loan and property which secured a Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: Norwest Bank Minnesota, National Association, or
its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC Mortgage Loan Purchase Agreement: The master mortgage loan
purchase agreement dated as of April 1, 1998 between Merrill Lynch Credit
Corporation, as seller, and Norwest Funding, Inc., as purchaser.
MLCC Servicing Agreement: The Servicing Agreement executed by
Merrill Lynch Credit Corporation, as Servicer.
Month End Interest: As defined in each Servicing Agreement or
with respect to the 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 100sm Pledge Agreement: As defined in the MLCC Servicing
Agreement.
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 Purchase Agreement: The mortgage loan purchase
agreement dated as of January 28, 1999 between Norwest Mortgage, as seller, and
the Seller, as purchaser.
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;
(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.
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 6.500%.
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.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee, or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or fifth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-9, Class A-R and Class A-LR
Certificates, as set forth in Section 11.06.
Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.14.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.17.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-3
Fractional Interest is specified in Section 11.18.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-4 Fractional Interest is specified in Section
11.19.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance and the
Original Class B Principal Balance. The Original Class B-5 Fractional Interest
is specified in Section 11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Principal Balances of the Class A-6 PAC Component and the Class A-6
Scheduled Accrual Component 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 and Class A-2 Certificates.
PAC Principal Amount: As defined in Section 4.01(b).
Parent Power(R) Guaranty Agreement for Real Estate: As defined in
the MLCC Servicing Agreement.
Parent Power(R) Guaranty and Security Agreement for Security
Account: As defined in the MLCC Servicing Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust
Administrator, as agent for the Master Servicer, to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to
Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class A Certificates. With respect to a Class B Certificate, 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.
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;
(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 6.500% or greater.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Accretion Amount: With respect to any Class of Accrual
Certificates and the Accrual Component and as to the Distribution Date prior to
the applicable Accretion Termination Date, an amount with respect to such Class
or Component 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.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class.
Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates (other than the Class A-6 Certificates), the Class
A-6 PAC Component and the Class A-6 Scheduled Accrual Component, the Original
Principal Balance of such Class or Component. As of any subsequent Determination
Date prior to the Cross-Over Date and as to any Class of Class A Certificates
(other than the Class A-6 and Class A-PO Certificates), the Original Principal
Balance of such Class or Component (increased in the case of a Class of Accrual
Certificates or the Accrual Component by the Principal Accretion Amounts with
respect to prior Distribution Dates for such Class of Accrual Certificates or
Accrual Component) less the sum of (a) all amounts previously distributed in
respect of such Class or Component 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 or Component pursuant to Section 4.02(b). After
the Cross-Over Date, each such Principal Balance will also be reduced (a "Loss
Reduction") on each Determination Date by an amount equal to the product of the
Class A Loss Percentage of such Class or Component 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; provided, however, that the amount
of any such Loss Reductions for the Class A-6 Components will be decreased, pro
rata, based on the amount of such Loss Reductions, by the Class A-9 Loss
Allocation Amount. After the Cross-Over Date, the Principal Balance for the
Class A-9 Certificates will additionally be reduced by the Class A-9 Loss
Allocation Amount.
As of any Determination Date, the Principal Balance of the Class A-6
Certificates will equal the sum of the Principal Balances of the Class A-6 PAC
Component and the Class A-6 Scheduled Accrual Component.
As of any subsequent Determination Date prior to the Cross-Over Date
and as to the Class A-PO Certificates, the Original Principal Balance of such
Class less the sum of (a) all amounts previously distributed in respect of the
Class A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, such Principal Balance will also be
reduced on each Determination Date by an amount equal to the difference, if any,
between such Principal Balance as of such Determination Date without regard to
this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prudent Servicing Practices: The standard of care set forth in
each Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates and Class B-1
Certificates are 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.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the
form attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee 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-3, Class A-4 and Class A-5
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) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor in
interest.
Senior Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Norwest Mortgage, Inc., Countrywide Home Loans,
Inc., 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, Merrill Lynch Credit Corporation, Hibernia National Bank, Columbia
Equities, Ltd., Bank of America, NT&SA, BankNorth Mortgage Company, Inc. 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.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in
Section 11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any
loss covered by a hazard policy or a flood insurance policy maintained in
respect of such Mortgaged Property pursuant to a Servicing Agreement and
(b) any loss caused by or resulting from:
1. normal wear and tear;
2. infidelity, conversion or other dishonest act on the part of the Trustee,
the Trust Administrator or the Servicer or any of their agents or
employees; or
3. errors in design, faulty workmanship or faulty materials, unless the
collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $5,477,967.00 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trust Administrator. On and after
the Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Percentage
for such date.
Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Class A
Prepayment Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
Surety Bond: As defined in the MLCC Servicing Agreement.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by
Norwest Mortgage or an affiliate thereof in connection with the "Title Option
Plus" program and which is not covered by a title insurance policy. Each
T.O.P. Mortgage Loan shall be identified as such in the Mortgage Loan
Schedule.
Trust 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-L6 Interest, the
Class A-L7 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.
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 Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal to the ratio
obtained by dividing the Principal Balance of such Class by the sum of the Class
A Principal Balance and the Class B Principal Balance. Each Certificateholder of
a Class will have a Voting Interest equal to the product of the Voting Interest
to which such Class is collectively entitled and the Percentage Interest in such
Class represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class of Certificates
or specified Classes of Certificates, each Certificateholder of a Class will
have a Voting Interest in such Class equal to such Holder's Percentage Interest
in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
Section 1.02 Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and the Trust Administrator. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee and the Trust
Administrator, if made in the manner provided in this Section 1.02. The Trustee
shall promptly notify the Master Servicer in writing of the receipt of any such
instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee or the Trust
Administrator deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee, the Trust Administrator and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Trust Administrator, the Seller nor the Master Servicer shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans (d)
all of the Seller's right, title and interest in and to each Mortgage 100SM
Pledge Agreement, each Parent Power(R) Guaranty and Security Agreement for
Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate
with respect to each Additional Collateral Mortgage Loan and (e) proceeds of all
the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trust
Administrator, as initial Custodian, on or before the Closing Date, an Owner
Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust
Administrator or any prior assignment is in the process of being recorded on the
Closing Date, the Seller shall deliver a copy thereof, certified by Norwest
Mortgage or the applicable Norwest Mortgage Correspondent to be a true and
complete copy of the document sent for recording, and the Seller shall use its
best efforts to cause each such original recorded document or certified copy
thereof to be delivered to the Trust Administrator promptly following its
recordation, but in no event later than one (1) year following the Closing Date.
The Seller shall also cause to be delivered to the Trust Administrator any other
original mortgage loan document to be included in the Owner Mortgage Loan File
if a copy thereof has been delivered. The Seller shall pay from its own funds,
without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate by reason of the failure
of the Seller to cause to be delivered to the Trust Administrator within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trust Administrator the assignment of the Mortgage Loan
from the Seller to the Trust Administrator in a form suitable for recordation,
together with an Opinion of Counsel to the effect that recording is not required
to protect the Trustee's right, title and interest in and to the related
Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage
Loans as a financing, to perfect a first priority security interest in favor of
the Trustee in the related Mortgage Loan. In the event that the Master Servicer
receives notice that recording is required to protect the right, title and
interest of the Trustee in and to any such Mortgage Loan for which recordation
of an assignment has not previously been required, the Master Servicer shall
promptly notify the Trust Administrator and the Trust Administrator shall within
five Business Days (or such other reasonable period of time mutually agreed upon
by the Master Servicer and the Trust Administrator) of its receipt of such
notice deliver each previously unrecorded assignment to the related Servicer for
recordation.
Section 2.02 Acceptance by Trust Administrator.
The Trust Administrator, on behalf of the Trustee, acknowledges
receipt of the Mortgage Notes, the Mortgages, the assignments and other
documents required to be delivered on the Closing Date pursuant to Section 2.01
above and declares that it holds and will hold such documents and the other
documents constituting a part of the Owner Mortgage Loan Files delivered to it
in trust, upon the trusts herein set forth, for the use and benefit of all
present and future Certificateholders. The Trust Administrator agrees, for the
benefit of Certificateholders, to review each Owner Mortgage Loan File within 45
days after execution of this Agreement in order to ascertain that all required
documents set forth in Section 2.01 have been executed and received and appear
regular on their face, and that such documents relate to the Mortgage Loans
identified in the Mortgage Loan Schedule, and in so doing the Trust
Administrator may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trust Administrator finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Trust Administrator
shall promptly (and in no event more than 30 days after the discovery of such
defect) notify the Seller, which shall have a period of 60 days after the date
of such notice within which to correct or cure any such defect. The Seller
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Seller will, not later than 60 days after the Trust Administrator's
notice to it referred to above respecting such defect, either (i) repurchase the
related Mortgage Loan or any property acquired in respect thereof from the Trust
Estate at a price equal to (a) 100% of the unpaid principal balance of such
Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any
Fixed Retained Yield, through the last day of the month in which such repurchase
takes place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for any Mortgage Loan to which
such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan")
having such characteristics so that the representations and warranties of the
Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would
not have been incorrect had such Substitute Mortgage Loan originally been a
Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid
principal balance, as of the date of substitution, greater than the Scheduled
Principal Balance (reduced by the scheduled payment of principal due on the Due
Date in the month of substitution) of the Mortgage Loan for which it is
substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trust Administrator and the Substitution Principal Amount, together with
(i) interest on such Substitution Principal Amount at the applicable Net
Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is
being substituted for and (ii) an amount equal to the aggregate amount of
unreimbursed Periodic Advances in respect of interest previously made by the
Servicer, the Master Servicer or the Trust Administrator with respect to such
Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trust
Administrator of written notification of any such deposit signed by an officer
of the Seller, or the new Owner Mortgage Loan File, as the case may be, the
Trust Administrator shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders, the Trust Administrator on behalf of the Trustee and the
Trustee on behalf of the Certificateholders. The failure of the Trust
Administrator to give any notice contemplated herein within forty-five (45) days
after the execution of this Agreement shall not affect or relieve the Seller's
obligation to repurchase any Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution and
delivery hereof or at any time thereafter, enter into a Custodial Agreement
substantially in the form of Exhibit E hereto pursuant to which the Trust
Administrator appoints a Custodian to hold the Mortgage Notes, the Mortgages,
the assignments and other documents related to the Mortgage Loans received by
the Trust Administrator, as agent for the Trustee in trust for the benefit of
all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
Section 2.03 Representations and Warranties of the Master Servicer
and the Seller.
(a) The Master Servicer hereby represents and warrants to the
Trustee and the Trust Administrator for the benefit of Certificateholders that,
as of the date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach
of, any material contract, agreement or other instrument to which the
Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its properties
or might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the
Trust Administrator for the benefit of Certificateholders that, as of the date
of execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special assessments
not yet due and payable and liens or interests arising under or as a result
of any federal, state or local law, regulation or ordinance relating to
hazardous wastes or hazardous substances, and, if the related Mortgaged
Property is a condominium unit, any lien for common charges permitted by
statute or homeowners association fees; and if the Mortgaged Property
consists of shares of a cooperative housing corporation, any lien for
amounts due to the cooperative housing corporation for unpaid assessments
or charges or any lien of any assignment of rents or maintenance expenses
secured by the real property owned by the cooperative housing corporation;
and any security agreement, chattel mortgage or equivalent document related
to, and delivered to the Trust Administrator or to the Custodian with, any
Mortgage establishes in the Seller a valid and subsisting first lien on the
property described therein and the Seller has full right to sell and assign
the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case as
is reflected in an agreement delivered to the Trust Administrator or the
Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that
this warranty shall be deemed not to have been made at the time of the
initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than one
delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at
law); and, to the best of the Seller's knowledge, all parties to the
Mortgage Note and the Mortgage had legal capacity to execute the Mortgage
Note and the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except (A) any Mortgage Loan identified on
the Mortgage Loan Schedule as a T.O.P. Mortgage Loan and (B) any Mortgage
Loan secured by a Mortgaged Property located in any jurisdiction, as to
which an opinion of counsel of the type customarily rendered in such
jurisdiction in lieu of title insurance is instead received) is covered by
an American Land Title Association mortgagee title insurance policy or
other generally acceptable form of policy or insurance acceptable to FNMA
or FHLMC, issued by a title insurer acceptable to FNMA or FHLMC insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and assessments
not yet due and payable, (B) covenants, conditions and restrictions, rights
of way, easements and other matters of public record as of the date of
recording of such Mortgage acceptable to mortgage lending institutions in
the area in which the Mortgaged Property is located or specifically
referred to in the appraisal performed in connection with the origination
of the related Mortgage Loan, (C) liens created pursuant to any federal,
state or local law, regulation or ordinance affording liens for the costs
of clean-up of hazardous substances or hazardous wastes or for other
environmental protection purposes and (D) such other matters to which like
properties are commonly subject which do not individually, or in the
aggregate, materially interfere with the benefits of the security intended
to be provided by the Mortgage; the Seller is the sole insured of such
mortgagee title insurance policy, the assignment to the Trust
Administrator, on behalf of the Trustee, of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be in
full force and effect and inure to the benefit of the Trust Administrator,
on behalf of the Trustee, no claims have been made under such mortgagee
title insurance policy, and no prior holder of the related Mortgage,
including the Seller, has done, by act or omission, anything which would
impair the coverage of such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if the
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the project; if upon origination of the
Mortgage Loan, the improvements on the Mortgaged Property were in an area
identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards, a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier,
in an amount representing coverage not less than the least of (A) the
outstanding principal balance of the Mortgage Loan, (B) the full insurable
value of the Mortgaged Property and (C) the maximum amount of insurance
which was available under the National Flood Insurance Act of 1968, as
amended; and each Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has been
commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage Note
or Mortgage unenforceable, in whole or in part, or subject it to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense
has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of not more than
360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trust Administrator in place of the related Mortgage
Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with FNMA or FHLMC standards for
inter vivos trusts and (ii) holding title to the Mortgaged Property in such
trust will not diminish any rights as a creditor including the right to
full title to the Mortgaged Property in the event foreclosure proceedings
are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide the
holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b) allow
the termination of the lease in the event of damage or destruction as long
as the Mortgage is in existence, (c) prohibit the holder of the Mortgage
from being insured (or receiving proceeds of insurance) under the hazard
insurance policy or policies relating to the Mortgaged Property or (d)
permit any increase in rent other than pre-established increases set forth
in the lease; (4) the original term of such lease is not less than 15
years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold estates
in transferring ownership in residential properties is a widely accepted
practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee, notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trust Administrator, the Trustee or the Custodian that any of the
representations and warranties made in subsection (b) above is not accurate
(referred to herein as a "breach") and that such breach materially and adversely
affects the interests of the Certificateholders in the related Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). Within
60 days of the earlier of its discovery or its receipt of notice of any such
breach, the Seller shall cure such breach in all material respects or shall
either (i) repurchase the Mortgage Loan or any property acquired in respect
thereof from the Trust Estate at a price equal to (A) 100% of the unpaid
principal balance of such Mortgage Loan plus (B) accrued interest at the Net
Mortgage Interest Rate for such Mortgage Loan through the last day of the month
in which such repurchase took place or (ii) if within two years of the Startup
Day, or such other period permitted by the REMIC Provisions, substitute for such
Mortgage Loan in the manner described in Section 2.02. The purchase price of any
repurchase described in this paragraph and the Substitution Principal Amount, if
any, plus accrued interest thereon and the other amounts referred to in Section
2.02, shall be deposited in the Certificate Account. It is understood and agreed
that the obligation of the Seller to repurchase or substitute for any Mortgage
Loan or property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee, or the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
Section 2.04 Execution and Delivery of Certificates.
The Trust Administrator acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Owner Mortgage Loan Files to it, and,
concurrently with such delivery, (i) acknowledges the issuance of and hereby
declares that it holds the Uncertificated Lower-Tier Interests on behalf of the
Upper-Tier REMIC and Certificateholders and (ii) has executed and delivered to
or upon the order of the Seller, in exchange for the Mortgage Loans and
Uncertificated Lower-Tier Interests together with all other assets included in
the definition of "Trust Estate", receipt of which is hereby acknowledged,
Certificates in authorized denominations which, together with the Uncertificated
Lower-Tier Interests, evidence ownership of the entire Trust Estate.
Section 2.05 Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-R and Class A-LR Certificates) and the Classes of Class
B Certificates as classes of "regular interests" and the Class A-R Certificate
as the single class of "residual interest" in the Upper-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller
hereby further designates the Class A-L1 Interest, Class A-L2 Interest, Class
A-L3 Interest, Class A-L6 Interest, Class A-L7 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 February 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 or any amounts received by it upon
the sale of any Additional Collateral pursuant to the terms of the Mortgage
100SM Pledge Agreement, the Parent Power(R) Guaranty and Security Agreement for
Securities Account or the Parent Power(R) Guaranty Agreement for Real Estate or
any amounts received pursuant to the Surety Bond, and shall, in addition,
deposit into the Certificate Account the following amounts, in the case of
amounts specified in clause (i), not later than the Distribution Date on which
such amounts are required to be distributed to Certificateholders and, in the
case of the amounts specified in clause (ii), not later than the Business Day
next following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the 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 by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
Section 3.02 Permitted Withdrawals from the Certificate
Account.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator or any
Servicer for Periodic Advances made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such right
to reimbursement pursuant to this subclause (i) being limited to amounts
received on or in respect of particular Mortgage Loans (including, for this
purpose, Liquidation Proceeds, REO Proceeds and proceeds from the purchase,
sale, repurchase or substitution of Mortgage Loans pursuant to Sections
2.02, 2.03, 3.08 or 9.01) respecting which any such Periodic Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular Mortgage
Loan, to pay the Master Servicing Fee with respect to such Mortgage Loan to
the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by
it (including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's Servicing
Agreement, provided such expenses are "unanticipated" within the meaning of
the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with
respect to a particular Mortgage Loan, the Fixed Retained Yield, if any,
with respect to such Mortgage Loan; provided, however, that with respect to
any payment of interest received by the Master Servicer in respect of a
Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
Proceeds, Insurance Proceeds or otherwise) which is less than the full
amount of interest then due with respect to such Mortgage Loan, only that
portion of such payment of interest that bears the same relationship to the
total amount of such payment of interest as the Fixed Retained Yield Rate,
if any, in respect of such Mortgage Loan bears to the Mortgage Interest
Rate shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
Section 3.03 Advances by Master Servicer and Trust
Administrator.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event Norwest
Mortgage fails to make any required Periodic Advances of principal and interest
on a Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as the
case may be, (ii) the amount actually advanced by Norwest Mortgage or such Other
Servicer, (iii) the amount that the Trust Administrator or Master Servicer is
required to advance hereunder, including any amount the Master Servicer is
required to advance pursuant to the second sentence of this Section 3.03(a) and
(iv) whether the Master Servicer has determined that it reasonably believes that
such Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trust
Administrator or Master Servicer shall be deposited in the Certificate Account
on the related Distribution Date. Notwithstanding the foregoing, neither the
Master Servicer nor the Trust Administrator will be obligated to make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance. The Trust
Administrator may conclusively rely for any determination to be made by it
hereunder upon the determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the Trust
Administrator that such failure has occurred. Upon receipt of such
certification, the Trust Administrator shall advance such funds and take such
steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be
entitled to be reimbursed from the Certificate Account for any Periodic Advance
made by it under Section 3.03(a) to the extent described in Section 3.02(a)(i)
and (a)(ii). The Master Servicer and the Trust Administrator shall be entitled
to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant
to Section 3.03(b). The Master Servicer shall diligently pursue restoration of
such amount to the Certificate Account from the related Servicer. The Master
Servicer shall, to the extent it has not already done so, upon the request of
the Trust Administrator, withdraw from the Certificate Account and remit to the
Trust Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trust Administrator shall be required to pay or advance
any amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
Section 3.04 Trust Administrator to Cooperate; Release of
Owner Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trust Administrator and the Trust Administrator shall, within
five Business Days, release the related Owner Mortgage Loan File to the Master
Servicer or such Servicer, as requested by the Master Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return each and every document previously requested from the Owner
Mortgage Loan File to the Trust Administrator by the twenty-first day following
the release thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of
a Mortgage Loan, the Trust Administrator shall execute and deliver to the Master
Servicer or such Servicer, as directed by the Master Servicer, court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trust Administrator and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trust Administrator will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure proceeding or trustee's sale.
Section 3.05 Reports to the Trustee and Trust Administrator;
Annual Compliance Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current FNMA monthly accounting report
for its Guaranteed Mortgage Pass-Through Program with appropriate additions and
changes, and shall also include information as to the aggregate unpaid principal
balance of all of the Mortgage Loans as of the close of business as of the last
day of the calendar month immediately preceding such Distribution Date. Copies
of such statement shall be provided by the Trust Administrator to any
Certificateholder upon written request, provided such statement is delivered, or
caused to be delivered, by the Master Servicer to the Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
Section 3.06 Title, Management and Disposition of Any REO
Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee and the
Trust Administrator pursuant to Section 3.07(b), the Master Servicer from time
to time may, to the extent permitted by the applicable Servicing Agreement, make
such modifications and amendments to such Servicing Agreement as the Master
Servicer deems necessary or appropriate to confirm or carry out more fully the
intent and purpose of such Servicing Agreement and the duties, responsibilities
and obligations to be performed by the Servicer thereunder. Such modifications
may only be made if they are consistent with the REMIC Provisions, as evidenced
by an Opinion of Counsel. Prior to the issuance of any modification or
amendment, the Master Servicer shall deliver to the Trustee and the Trust
Administrator such Opinion of Counsel and an Officer's Certificate setting forth
(i) the provision that is to be modified or amended, (ii) the modification or
amendment that the Master Servicer desires to issue and (iii) the reason or
reasons for such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any
amendment or supplement to a Servicing Agreement proposed by the Master Servicer
pursuant to Section 3.07(a), which consent and amendment shall not require the
consent of any Certificateholder if it is (i) for the purpose of curing any
mistake or ambiguity or to further effect or protect the rights of the
Certificateholders or (ii) for any other purpose, provided such amendment or
supplement for such other purpose cannot reasonably be expected to adversely
affect Certificateholders. The lack of reasonable expectation of an adverse
effect on Certificateholders may be established through the delivery to the
Trustee and the Trust Administrator of (i) an Opinion of Counsel to such effect
or (ii) written notification from each Rating Agency to the effect that such
amendment or supplement will not result in reduction of the current rating
assigned by that Rating Agency to the Certificates. Notwithstanding the two
immediately preceding sentences, either the Trustee or the Trust Administrator
may, in its discretion, decline to enter into or consent to any such supplement
or amendment if its own rights, duties or immunities shall be adversely
affected.
(c)(i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee, or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into
an amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08 Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations that are to
be observed or performed by the Servicer under its respective Servicing
Agreement. In performing its obligations hereunder, the Master Servicer shall
act in a manner consistent with Accepted Master Servicing Practices and with the
Trustee's and the Trust Administrator's and the Certificateholders' reliance on
the Master Servicer, and in a manner consistent with the terms and provisions of
any insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the 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 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 (i) 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 or (ii) any Mortgage Loan in the Trust
Estate which, pursuant to paragraph 5(b) of the Mortgage Loan Purchase
Agreement, Norwest Mortgage requests the Seller to repurchase and to sell to
Norwest Mortgage to facilitate the exercise of Norwest Mortgage's rights against
the originator or a prior holder of such Mortgage Loan. The purchase price for
any such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate for
such Mortgage Loan, through the last day of the month in which such repurchase
occurs. Upon the receipt of such purchase price, the Master Servicer shall
provide to the Trust Administrator the certification required by Section 3.04
and the Trust Administrator and the Custodian, if any, shall promptly release to
the Seller the Owner Mortgage Loan File relating to the Mortgage Loan being
repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall,
pursuant to the Servicing Agreements, object to the foreclosure upon, or other
related conversion of the ownership of, any Mortgaged Property by the related
Servicer if (i) the Master Servicer believes such Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances or
(ii) such Servicer does not agree to administer such Mortgaged Property, once
the related Mortgage Loan becomes an REO Mortgage Loan, in a manner which would
not result in a federal tax being imposed upon the Trust Estate or the
Upper-Tier REMIC or Lower-Tier REMIC.
Additional Collateral may be liquidated and the proceeds applied to
cover any shortfalls upon the liquidation of a Mortgaged Property; provided,
however, that the Trust Estate in no event shall acquire ownership of the
Additional Collateral unless the Trust Administrator shall have received an
Opinion of Counsel that such ownership shall not cause the Trust Estate to fail
to qualify as two separate REMICs or subject either REMIC to any tax.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
Section 3.09 Termination and Substitution of Servicing
Agreements.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trust Administrator is obligated to make an advance pursuant to Section 3.03
and (ii) the Trust Administrator provides Norwest Mortgage written notice of the
failure to make such advance and such failure shall continue unremedied for a
period of 15 days after receipt of such notice, the Trust Administrator shall
recommend to the Trustee the termination of the Norwest Servicing Agreement
without the recommendation of the Master Servicer and upon such recommendation,
the Trustee shall terminate the Norwest Servicing Agreement. The Master Servicer
shall indemnify the Trustee and the Trust Administrator and hold each harmless
from and against any and all claims, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) arising out of, or assessed
against the Trustee or the Trust Administrator in connection with termination of
such Servicing Agreement at the direction of the Master Servicer. In addition,
the Master Servicer shall indemnify the Trustee and hold it harmless from and
against any and all claims, liabilities, costs and expenses (including, without
limitation, reasonable attorney's fees) arising out of, or assessed against the
Trustee in connection with the termination of the Norwest Servicing Agreement as
provided in the second preceding sentence. If the Trustee terminates such
Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement
with the Master Servicer or, at the Master Servicer's nomination, with another
mortgage loan service company acceptable to the Trustee, the Trust
Administrator, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10 Application of Net Liquidation Proceeds.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
Section 3.11 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) 6. 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
and the Accrual Component pursuant to this provision will instead be
distributed in reduction of the Principal Balances of certain Classes of
Class A Certificates or Components, 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 and the Accrual Component pursuant to this provision will
instead be distributed in reduction of the Principal Balances of certain
Classes of Class A Certificates or Components, 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 pursuant to Paragraph tenth below, and sixth to the
Class B-1 Certificates pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such
Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the Class
B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Paragraph
seventh will be reduced by the amount, if any, that would have been
distributable to the Class B-1 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-2 Certificates pursuant to this Paragraph
tenth will be reduced by the amount, if any, that would have been
distributable to the Class B-2 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the
Class B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to
such Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph
sixteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-4 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to
such Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to
the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder
of the Class A-LR Certificate, any amounts remaining in the Payment
Account.
Notwithstanding the foregoing, after the Principal Balance 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-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their Principal Balances.
(i) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class,
Classes, Component or Components as provided herein. On each Distribution
Date, each Uncertificated Lower-Tier Interest (other than the Class A-L1
Interest and Class A-L2 Interest) shall receive distributions in respect of
interest 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, Classes, Component or Components, in each case to the
extent actually distributed (or, in the case of a Class of Accrual
Certificates or the Accrual Component, 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-6 IO A
Component. 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-6 IO A
Component. 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, Classes, Component or Components. The initial
principal balance of each Uncertificated Lower-Tier Interest equals the Original
Principal Balances of the respective Corresponding Upper-Tier Class, Classes,
Component or Components.
The pass-through rate with respect to the Class A-L1 Interest, Class
A-L2 Interest, Class A-L3 Interest, Class A-L6 Interest, Class A-L7 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 6.500% per annum.
The Class A-LPO Interest is a principal-only interest and is not entitled to
distributions of interest. Any Non-Supported Interest Shortfalls will be
allocated to each Uncertificated Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Lower-Tier Interest.
(b) On each Distribution Date occurring prior to the Cross-Over
Date, the Class A Non-PO Principal Distribution Amount will be allocated among
and distributed in reduction of the Principal Balances of the Classes of Class A
Certificates and Components (other than the Principal Balance of the Class A-PO
Certificates) in accordance with the following priorities:
I. On each Distribution Date occurring prior to the latest Accretion Termination
Date for the Class A-6 Scheduled Accrual Component, the Class A-7 Certificates
and the Class A-8 Certificates, the sum of the Class A-6 Scheduled Accrual
Component Distribution Amount, the Class A-7 Accrual Distribution Amount and the
Class A-8 Accrual Distribution Amount will be
allocated sequentially as follows:
first, concurrently, as follows:
(i) 31.1332503113% to the Class A-3 Certificates, up to their
Schedule I Reduction Amount for such Distribution Date; and
(ii) 68.8667496887%, sequentially, as follows:
(a) to the Class A-4 Certificates, up to their Schedule I
Reduction Amount for such Distribution Date; and
(b) to the Class A-5 Certificates, up to their Schedule I
Reduction Amount for such Distribution Date;
second, to the Class A-6 Scheduled Accrual Component, up to its
Schedule I Reduction Amount for such Distribution Date;
third, to the Class A-7 Certificates, until the Principal Balance
thereof has been reduced to zero;
fourth, to the Class A-8 Certificates, until the Principal
Balance thereof has been reduced to zero;
fifth, concurrently, as follows:
(i) 31.1332503113% to the Class A-3 Certificates, up to their
Schedule II Reduction Amount for such Distribution Date; and
(ii) 68.8667496887%, sequentially, as follows:
(a) to the Class A-4 Certificates, up to their Schedule II
Reduction Amount for such Distribution Date; and
(b) to the Class A-5 Certificates, up to their Schedule II
Reduction Amount for such Distribution Date;
sixth, to the Class A-6 Scheduled Accrual Component, up to its
Schedule II Reduction Amount for such Distribution Date;
seventh, concurrently, as follows:
(i) 31.1332503113% to the Class A-3 Certificates, without regard to
their Schedule I and Schedule II Reduction Amounts for such Distribution
Date, until the Principal Balance thereof has been reduced to zero; and
(ii) 68.8667496887%, sequentially, as follows:
(a) to the Class A-4 Certificates, without regard to their
Schedule I and Schedule II Reduction Amounts for such Distribution
Date, until the Principal Balance thereof has been reduced to zero;
and
(b) to the Class A-5 Certificates, without regard to their
Schedule I and Schedule II Reduction Amounts for such Distribution
Date, until the Principal Balance thereof has been reduced to zero;
and
eighth, to the Class A-6 Scheduled Accrual Component, without regard
to its Schedule I and Schedule II Reduction Amounts for such Distribution Date,
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, concurrently, as follows:
(A) 1.0406152117% to the Class A-9 Certificates, until the Principal
Balance thereof has been reduced to zero;
(B) 98.9593847883%, sequentially, as follows:
(i) sequentially, to the Class A-1 and Class A-2 Certificates and
the Class A-6 PAC Component, in that order, up to their respective PAC
Principal Amounts for such Distribution Date;
(ii) concurrently, as follows:
(a) 31.1332503113% to the Class A-3 Certificates, up to their
Schedule I Reduction Amount for such Distribution Date; and
(b) 68.8667496887%, sequentially, as follows:
(I) to the Class A-4 Certificates, up to their Schedule
I Reduction Amount for such Distribution Date; and
(II) to the Class A-5 Certificates, up to their Schedule
I Reduction Amount for such Distribution Date;
(iii) to the Class A-6 Scheduled Accrual Component, up to its
Schedule I Reduction Amount for such Distribution Date;
(iv) to the Class A-7 Certificates, until the Principal Balance
thereof has been reduced to zero;
(v) to the Class A-8 Certificates, until the Principal Balance
thereof has been reduced to zero;
(vi) concurrently, as follows:
(a) 31.1332503113% to the Class A-3 Certificates, up to their
Schedule II Reduction Amount for such Distribution Date; and
(b) 68.8667496887%, sequentially, as follows:
(I) to the Class A-4 Certificates, up to their Schedule
II Reduction Amount for such Distribution Date; and
(II) to the Class A-5 Certificates, up to their Schedule
II Reduction Amount for such Distribution Date;
(vii) to the Class A-6 Scheduled Accrual Component, up to its
Schedule II Reduction Amount for such Distribution Date;
(viii) concurrently, as follows:
(a) 31.1332503113% to the Class A-3 Certificates, without
regard to their Schedule I and Schedule II Reduction Amounts for
such Distribution Date, until the Principal Balance thereof has been
reduced to zero; and
(b) 68.8667496887%, sequentially, as follows:
(I) to the Class A-4 Certificates, without regard to
their Schedule I and Schedule II Reduction Amounts for such
Distribution Date, until the Principal Balance thereof has
been reduced to zero; and
(II) to the Class A-5 Certificates, without regard to
their Schedule I and Schedule II Reduction Amounts for such
Distribution Date, until the Principal Balance thereof has
been reduced to zero;
(ix) to the Class A-6 Scheduled Accrual Component, without regard to
its Schedule I and Schedule II Reduction Amounts, until the Principal
Balance thereof has been reduced to zero; and
(x) sequentially, to the Class A-1 and Class A-2 Certificates and
the Class A-6 PAC Component, in that order, without regard to their
respective PAC Principal Amounts for such Distribution Date, until the
Principal Balance of each such Class and Component has been reduced to
zero; and
second, 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.
As used above, the "PAC Principal Amount" for any Distribution Date
and for any Class of PAC Certificates or the Class A-6 PAC Component means the
amount, if any, that would reduce the Principal Balance of such Class or
Component to the percentage of its respective 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 any Class of Scheduled Certificates or the Class A-6
Scheduled Accrual Component means the amount, if any, that would reduce the
Principal Balance of such Class or Component to the percentage of its respective
Original Principal Balance shown in the related Schedule I table with respect to
such Distribution Date.
As used above, the "Schedule II Reduction Amount" for any
Distribution Date and for any Class of Scheduled Certificates or the Class A-6
Scheduled Accrual Component means the amount, if any, that would reduce the
Principal Balance of such Class or Component to the percentage of its respective
Original Principal Balance shown in the related Schedule II table with respect
to such Distribution Date.
The following tables set forth for each Distribution Date the
planned Principal Balances for the PAC Certificates and the Class A-6 PAC
Component and the scheduled Principal Balances for the Scheduled Certificates
and the Class A-6 Scheduled Accrual Component, expressed as a percentage of the
Original Principal Balance of such Class or Component.
<TABLE>
<PAGE>
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
<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 January 2001........ 71.14369989% March 2002.......... 30.49989063%
December 1999....... 100.00000000% February 2001....... 68.35020488 April 2002.......... 27.69538441
January 2000........ 98.30572061 March 2001.......... 65.48674085 May 2002............ 24.90945610
February 2000....... 96.51996604 April 2001.......... 62.55866719 June 2002........... 22.14198659
March 2000.......... 94.64363787 May 2001............ 59.58778969 July 2002........... 19.39285763
April 2000.......... 92.67769627 June 2001........... 56.59648864 August 2002......... 16.66195171
May 2000............ 90.62315922 July 2001........... 53.61929263 September 2002...... 13.94915208
June 2000........... 88.48115176 August 2001......... 50.66178196 October 2002........ 11.25434278
July 2000........... 86.25285477 September 2001...... 47.72383032 November 2002....... 8.57740858
August 2000......... 83.93949205 October 2001........ 44.80531226 December 2002....... 5.91823503
September 2000...... 81.54230105 November 2001....... 41.90610308 January 2003........ 3.27670842
October 2000........ 79.06266753 December 2001....... 39.02607896 February 2003....... 0.65271578
November 2000....... 76.50193190 January 2002........ 36.16511686 March 2003
December 2000....... 73.86168150 February 2002....... 33.32309457 and thereafter.... 0.00000000
</TABLE>
<TABLE>
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 October 2004........ 50.38817048% June 2006........... 15.22810340%
February 2003....... 100.00000000% November 2004....... 48.06455772 July 2006........... 14.05845536
March 2003.......... 97.98152792 December 2004....... 45.75652428 August 2006......... 12.92708684
April 2003.......... 95.30663649 January 2005........ 43.48078499 September 2006...... 11.83279325
May 2003............ 92.64951337 February 2005....... 41.32234140 October 2006........ 10.77440701
June 2003........... 90.01004490 March 2005.......... 39.23286205 November 2006....... 9.75079639
July 2003........... 87.38811814 April 2005.......... 37.21022969 December 2006....... 8.76086448
August 2003......... 84.78362092 May 2005............ 35.25239091 January 2007........ 7.80354811
September 2003...... 82.19644178 June 2005........... 33.35735416 February 2007....... 6.93891237
October 2003........ 79.62647000 July 2005........... 31.52318799 March 2007.......... 6.10216581
November 2003....... 77.07359560 August 2005......... 29.74801917 April 2007.......... 5.29242816
December 2003....... 74.53770930 September 2005...... 28.03003101 May 2007............ 4.50884648
January 2004........ 72.01870256 October 2005........ 26.36746166 June 2007........... 3.75059430
February 2004....... 69.55023348 November 2005....... 24.75860242 July 2007........... 3.01687085
March 2004.......... 67.09828037 December 2005....... 23.20179626 August 2007......... 2.30690023
April 2004.......... 64.66273640 January 2006........ 21.69543614 September 2007...... 1.61993068
May 2004............ 62.24349548 February 2006....... 20.31494357 October 2007........ 0.95523381
June 2004........... 59.84045217 March 2006.......... 18.97935022 November 2007....... 0.31210392
July 2004........... 57.45350174 April 2006.......... 17.68724844 December 2007
August 2004......... 55.08254011 May 2006............ 16.43727373 and thereafter.... 0.00000000
September 2004...... 52.72746393
</TABLE>
<TABLE>
CLASS A-6 PAC COMPONENT
<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 August 2008......... 57.14386349% June 2009........... 19.93624142%
November 2007....... 100.00000000% September 2008...... 52.88042321 July 2009........... 16.81435660
December 2007....... 96.94155368 October 2008........ 48.74760226 August 2009......... 13.78844340
January 2008........ 91.00472670 November 2008....... 44.74144047 September 2009...... 10.85558491
February 2008....... 85.70525292 December 2008....... 40.85809670 October 2009........ 8.01295179
March 2008.......... 80.56778009 January 2009........ 37.09384519 November 2009....... 5.25780019
April 2008.......... 75.58740434 February 2009....... 33.44507264 December 2009....... 2.58746896
May 2008............ 70.75936925 March 2009.......... 29.90827425 January 2010
June 2008........... 66.07906160 April 2009.......... 26.48005094 and thereafter.... 0.00000000
July 2008........... 61.54200642 May 2009............ 23.15710585
</TABLE>
<PAGE>
<TABLE>
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-3 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........ 100.00000000% March 2001.......... 60.97411044% May 2003............ 22.74419398%
February 1999....... 99.07375612 April 2001.......... 59.22251174 June 2003........... 21.58879454
March 1999.......... 98.02086398 May 2001............ 57.46324340 July 2003........... 20.45311406
April 1999.......... 96.84161328 June 2001........... 55.71031076 August 2003......... 19.33677596
May 1999............ 95.53644650 July 2001........... 53.98441188 September 2003...... 18.23940882
June 1999........... 94.10595922 August 2001......... 52.28849790 October 2003........ 17.16064634
July 1999........... 92.55090020 September 2001...... 50.62205138 November 2003....... 16.10012718
August 1999......... 90.87217100 October 2001........ 48.98456206 December 2003....... 15.05749500
September 1999...... 89.07082546 November 2001....... 47.37552664 January 2004........ 14.03239834
October 1999........ 87.14806870 December 2001....... 45.79444872 February 2004....... 13.04620344
November 1999....... 85.10525604 January 2002........ 44.24083872 March 2004.......... 12.07667622
December 1999....... 82.94389128 February 2002....... 42.71421374 April 2004.......... 11.12347998
January 2000........ 81.80486440 March 2002.......... 41.21409752 May 2004............ 10.18628274
February 2000....... 80.61223934 April 2002.......... 39.74002036 June 2004........... 9.26475696
March 2000.......... 79.36734706 May 2002............ 38.29151894 July 2004........... 8.35857968
April 2000.......... 78.07161846 June 2002........... 36.86813638 August 2004......... 7.46743234
May 2000............ 76.72658172 July 2002........... 35.46942196 September 2004...... 6.59100072
June 2000........... 75.33389036 August 2002......... 34.09493124 October 2004........ 5.72897494
July 2000........... 73.89528788 September 2002...... 32.74422580 November 2004....... 4.88104936
August 2000......... 72.41259718 October 2002........ 31.41687330 December 2004....... 4.04692250
September 2000...... 70.88770028 November 2002....... 30.11244730 January 2005........ 3.21535218
October 2000........ 69.32261736 December 2002....... 28.83052718 February 2005....... 2.34434482
November 2000....... 67.71938478 January 2003........ 27.57069816 March 2005.......... 1.45115394
December 2000....... 66.08022870 February 2003....... 26.33255108 April 2005.......... 0.53680902
January 2001........ 64.40752610 March 2003.......... 25.11568242 May 2005
February 2001....... 62.70393866 April 2003.......... 23.91969424 and thereafter.... 0.00000000
</TABLE>
<TABLE>
CLASS A-3 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........ 100.00000000% February 2000....... 80.51397708% February 2001....... 36.00576396%
February 1999....... 99.07375612 March 2000.......... 77.40542256 March 2001.......... 31.85764624
March 1999.......... 98.02086398 April 2000.......... 74.15755426 April 2001.......... 27.70542694
April 1999.......... 96.84161328 May 2000............ 70.77839972 May 2001............ 23.59504212
May 1999............ 95.53644650 June 2000........... 67.27655588 June 2001........... 19.57031744
June 1999........... 94.10595922 July 2000........... 63.66105200 July 2001........... 15.69346334
July 1999........... 92.55090020 August 2000......... 59.94129522 August 2001......... 11.97031456
August 1999......... 90.87217100 September 2000...... 56.12698570 September 2001...... 8.39589100
September 1999...... 89.07082546 October 2000........ 52.22834146 October 2001........ 4.96536310
October 1999........ 87.14806870 November 2000....... 48.25568658 November 2001....... 1.67404758
November 1999....... 85.10525604 December 2000....... 44.21996716 December 2001
December 1999....... 82.94389128 January 2001........ 40.13258520 and thereafter.... 0.00000000
January 2000........ 81.80486440
</TABLE>
<PAGE>
<TABLE>
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-4 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........ 100.00000000% March 2001.......... 60.29196519% April 2003.......... 22.58986369%
February 1999....... 99.05756603 April 2001.......... 58.50974976 May 2003............ 21.39381651
March 1999.......... 97.98627007 May 2001............ 56.71973063 June 2003........... 20.21822148
April 1999.......... 96.78640689 June 2001........... 54.93615796 July 2003........... 19.06269010
May 1999............ 95.45842671 July 2001........... 53.18009158 August 2003......... 17.92683920
June 1999........... 94.00293552 August 2001......... 51.45453420 September 2003...... 16.81029086
July 1999........... 92.42069515 September 2001...... 49.75895937 October 2003........ 15.71267236
August 1999......... 90.71262293 October 2001........ 48.09284787 November 2003....... 14.63361606
September 1999...... 88.87979112 November 2001....... 46.45568764 December 2003....... 13.57275940
October 1999........ 86.92342593 December 2001....... 44.84697359 January 2004........ 12.52974477
November 1999....... 84.84490633 January 2002........ 43.26620756 February 2004....... 11.52631188
December 1999....... 82.64576244 February 2002....... 41.71289824 March 2004.......... 10.53983799
January 2000........ 81.48682615 March 2002.......... 40.18656105 April 2004.......... 9.56998055
February 2000....... 80.27335483 April 2002.......... 38.68671804 May 2004............ 8.61640175
March 2000.......... 79.00670271 May 2002............ 37.21289785 June 2004........... 7.67876835
April 2000.......... 77.68832568 June 2002........... 35.76463554 July 2004........... 6.75675174
May 2000............ 76.31977864 July 2002........... 34.34147258 August 2004......... 5.85002776
June 2000........... 74.90274401 August 2002......... 32.94295672 September 2004...... 4.95827672
July 2000........... 73.43899577 September 2002...... 31.56864190 October 2004........ 4.08118334
August 2000......... 71.93038867 October 2002........ 30.21808821 November 2004....... 3.21843661
September 2000...... 70.37883764 November 2002....... 28.89086174 December 2004....... 2.36972980
October 2000........ 68.78639816 December 2002....... 27.58653456 January 2005........ 1.52362420
November 2000....... 67.15514221 January 2003........ 26.30468460 February 2005....... 0.63739224
December 2000....... 65.48733480 February 2003....... 25.04489557 March 2005
January 2001........ 63.78539455 March 2003.......... 23.80675692 and thereafter.... 0.00000000
February 2001....... 62.05202958
</TABLE>
<TABLE>
CLASS A-4 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........ 100.00000000% January 2000........ 81.48682615% January 2001........ 39.08614465%
February 1999....... 99.05756603 February 2000....... 80.17337502 February 2001....... 34.88718946
March 1999.......... 97.98627007 March 2000.......... 77.01048514 March 2001.......... 30.66656554
April 1999.......... 96.78640689 April 2000.......... 73.70584637 April 2001.......... 26.44176834
May 1999............ 95.45842671 May 2000............ 70.26762658 May 2001............ 22.25953687
June 1999........... 94.00293552 June 2000........... 66.70457295 June 2001........... 18.16446283
July 1999........... 92.42069515 July 2000........... 63.02587259 July 2001........... 14.21984401
August 1999......... 90.71262293 August 2000......... 59.24109707 August 2001......... 10.43161721
September 1999...... 88.87979112 September 2000...... 55.36011608 September 2001...... 6.79471522
October 1999........ 86.92342593 October 2000........ 51.39332627 October 2001........ 3.30422410
November 1999....... 84.84490633 November 2000....... 47.35123217 November 2001
December 1999....... 82.64576244 December 2000....... 43.24497119 and thereafter.... 0.00000000
</TABLE>
<TABLE>
<PAGE>
<CAPTION>
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-5 CERTIFICATES
SCHEDULE I
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 2005.......... 84.47243421% May 2005............
February 2005....... 100.00000000% April 2005.......... 31.24793526 and thereafter.... 0.00000000%
</TABLE>
<TABLE>
CLASS A-5 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>
Up to and including November 2001....... 97.44719053% December 2001.......
October 2001........ 100.00000000% and therafter 0.00000000%
</TABLE>
<PAGE>
<TABLE>
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-6 SCHEDULED ACCRUAL COMPONENT
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........ 100.00000000% June 2003........... 123.89431847% November 2007....... 87.62322012%
February 1999....... 100.50478329 July 2003........... 124.51765001 December 2007....... 85.77139269
March 1999.......... 101.00046686 August 2003......... 125.14966337 January 2008........ 83.92351268
April 1999.......... 101.48709575 September 2003...... 125.79026821 February 2008....... 82.05886448
May 1999............ 101.96474503 October 2003........ 126.43937650 March 2008.......... 80.20155537
June 1999........... 102.43351991 November 2003....... 127.09690233 April 2008.......... 78.35185566
July 1999........... 102.89355588 December 2003....... 127.76276199 May 2008............ 76.51001952
August 1999......... 103.34501860 January 2004........ 128.43687388 June 2008........... 74.67628561
September 1999...... 103.78810388 February 2004....... 129.12370151 July 2008........... 72.85087754
October 1999........ 104.22303735 March 2004.......... 129.81857742 August 2008......... 71.03400458
November 1999....... 104.65007431 April 2004.......... 130.52142643 September 2008...... 69.22586207
December 1999....... 105.06949915 May 2004............ 131.22841748 October 2008........ 67.42663195
January 2000........ 105.48162500 June 2004........... 131.93923808 November 2008....... 65.63648329
February 2000....... 105.88679307 July 2004........... 132.65390895 December 2008....... 63.85557275
March 2000.......... 106.28537199 August 2004......... 133.37245095 January 2009........ 62.08404504
April 2000.......... 106.67775700 September 2004...... 134.09488507 February 2009....... 60.32203340
May 2000............ 107.06436915 October 2004........ 134.82123236 March 2009.......... 58.56965997
June 2000........... 107.44566046 November 2004....... 135.55151403 April 2009.......... 56.82703630
July 2000........... 107.82210627 December 2004....... 136.28575140 May 2009............ 55.09426367
August 2000......... 108.19420271 January 2005........ 137.02396589 June 2009........... 53.37143354
September 2000...... 108.56246218 February 2005....... 137.76617903 July 2009........... 51.65862793
October 2000........ 108.92742859 March 2005.......... 138.51241251 August 2009......... 49.95591971
November 2000....... 109.28965245 April 2005.......... 139.26268808 September 2009...... 48.26337310
December 2000....... 109.64972477 May 2005............ 139.43822091 October 2009........ 46.58104388
January 2001........ 110.00826830 June 2005........... 138.04009307 November 2009....... 44.90897976
February 2001....... 110.36596272 July 2005........... 136.60669311 December 2009....... 43.24722076
March 2001.......... 110.72387718 August 2005......... 135.14002847 January 2010........ 41.59570432
April 2001.......... 111.08303689 September 2005...... 133.64203248 February 2010....... 39.57152559
May 2001............ 111.44634866 October 2005........ 132.11456671 March 2010.......... 37.56953660
June 2001........... 111.81664964 November 2005....... 130.55942336 April 2010.......... 35.58938981
July 2001........... 112.19803752 December 2005....... 128.97832741 May 2010............ 33.63074231
August 2001......... 112.59104794 January 2006........ 127.37293889 June 2010........... 31.69325562
September 2001...... 112.99552461 February 2006....... 125.68980464 July 2010........... 29.77659578
October 2001........ 113.41131455 March 2006.......... 123.98824548 August 2010......... 27.88043316
November 2001....... 113.83826803 April 2006.......... 122.26966189 September 2010...... 26.00444249
December 2001....... 114.27623849 May 2006............ 120.53539916 October 2010........ 24.14830274
January 2002........ 114.72508249 June 2006........... 118.78674922 November 2010....... 22.31169710
February 2002....... 115.18465971 July 2006........... 117.02495231 December 2010....... 20.49431293
March 2002.......... 115.65483285 August 2006......... 115.25119883 January 2011........ 18.69584160
April 2002.......... 116.13546761 September 2006...... 113.46663091 February 2011....... 16.91597860
May 2002............ 116.62643261 October 2006........ 111.67234406 March 2011.......... 15.15442337
June 2002........... 117.12759935 November 2006....... 109.86938873 April 2011.......... 13.41087925
July 2002........... 117.63884222 December 2006....... 108.05877184 May 2011............ 11.68505346
August 2002......... 118.16003836 January 2007........ 106.24145817 June 2011........... 9.97665703
September 2002...... 118.69106769 February 2007....... 104.38059746 July 2011........... 8.28540477
October 2002........ 119.23181285 March 2007.......... 102.51771718 August 2011......... 6.61101517
November 2002....... 119.78215911 April 2007.......... 100.65355003 September 2011...... 4.95321037
December 2002....... 120.34199438 May 2007............ 98.78879558 October 2011........ 3.31171617
January 2003........ 120.91120918 June 2007........... 96.92412141 November 2011....... 1.68626186
February 2003....... 121.48969650 July 2007........... 95.06016428 December 2011....... 0.07658026
March 2003.......... 122.07735190 August 2007......... 93.19753112 January 2012........
April 2003.......... 122.67407337 September 2007...... 91.33680019 and thereafter.... 0.00000000
May 2003............ 123.27976130 October 2007........ 89.47852193
</TABLE>
<PAGE>
<TABLE>
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-6 SCHEDULED ACCRUAL COMPONENT
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........ 100.00000000% November 1999....... 88.36337618% August 2000......... 32.71592207%
February 1999....... 100.50478329 December 1999....... 80.61272006 September 2000...... 27.28003677
March 1999.......... 101.00046686 January 2000........ 72.35475242 October 2000........ 21.86886311
April 1999.......... 101.48709575 February 2000....... 63.85428738 November 2000....... 16.51907451
May 1999............ 101.96474503 March 2000.......... 59.00982222 December 2000....... 11.26806595
June 1999........... 102.43351991 April 2000.......... 53.98420718 January 2001........ 6.15332346
July 1999........... 102.89355588 May 2000............ 48.80853790 February 2001....... 1.21281752
August 1999......... 103.34501860 June 2000........... 43.51566863 March 2001..........
September 1999...... 102.20965862 July 2000........... 38.13974386 and thereafter.... 0.00000000
October 1999........ 95.57258771
</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) 7. For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1
Principal Balance is greater than zero, the Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates shall not be
eligible to receive distributions of principal; or
(B) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2
Principal Balance is greater than zero, the Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates shall not be eligible to
receive distributions of principal; or
(C) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3
Principal Balance is greater than zero, the Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4
Principal Balance is greater than zero, the Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of
principal; or
(E) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class B-5
Principal Balance is greater than zero, the Class B-6 Certificates
shall not be eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date
the aggregate distributions to Holders of the Classes of Class B
Certificates entitled to receive distributions of principal would reduce
the Principal Balances of the Classes of Class B Certificates entitled to
receive distributions of principal below zero, first the Class B
Prepayment Percentage of any affected Class of Class B Certificates for
such Distribution Date beginning with the affected Class with the lowest
numerical Class designation and then, if necessary, the Class B Percentage
of such Class of the Class B Certificates for such Distribution Date shall
be reduced to the respective percentages necessary to bring the Principal
Balance of such Class of Class B Certificates to zero. The Class B
Prepayment Percentages and the Class B Percentages of the remaining
Classes of Class B Certificates will be recomputed substituting for the
Subordinated Prepayment Percentage and Subordinated Percentage in such
computations the difference between (A) the Subordinated Prepayment
Percentage or Subordinated Percentage, as the case may be, and (B) the
percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B
Certificates to zero; provided, however, that if the Principal Balances of
all the Classes of Class B Certificates eligible to receive distributions
of principal shall be reduced to zero on such Distribution Date, the Class
B Prepayment Percentage and the Class B Percentage of the Class of Class B
Certificates with the lowest numerical Class designation which would
otherwise be ineligible to receive distributions of principal in
accordance with this Section shall equal the remainder of the Subordinated
Prepayment Percentage for such Distribution Date minus the sum of the
Class B Prepayment Percentages of the Classes of Class B Certificates
having lower numerical Class designations, if any, and the remainder of
the Subordinated Percentage for such Distribution Date minus the sum of
the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement
of any Class of Class B Certificates to principal payments solely pursuant
to this clause (ii) shall not cause such Class to be regarded as being
eligible to receive principal distributions for the purpose of applying
the definition of its Class B Percentage or Class B Prepayment Percentage.
(e) The 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
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-R or Class A-LR Certificates) or the Principal Balance
of any Class of Class B Certificates would be reduced to zero, the Master
Servicer shall, as soon as practicable after the Determination Date relating to
such Distribution Date, send a notice to the 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;
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-6 and Class A-PO Certificates), the
Class A-6 PAC Component and the Class A-6 Scheduled Accrual Component in
accordance with the Class A Loss Percentages as of such Determination Date. Any
such loss allocated to the Class B Certificates shall be allocated pro rata
among the outstanding Classes of Class B Certificates based on their Principal
Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Classes of Class A Certificates or any Classes of Class B
Certificates, each outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect to the Class A-PO
Certificates, based on the PO Fraction of such Mortgage Loan and, with respect
to the Class A Certificates (other than the Class A-PO Certificates) and Class B
Certificates, based on their pro rata share of the Non-PO Fraction of such
Mortgage Loan) of such Recovery up to the amount of such Realized Loss
previously allocated to such Class on the Distribution Date in the month
following the month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero, such Class shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such Recovery allocated to each outstanding
Class in accordance with the preceding provisions, each outstanding Class shall
be entitled to its pro rata share (determined as described above) of such excess
up to the amount of any unrecovered Realized Loss previously allocated to such
Class. Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery occurs within two years of the realization of such
loss and (i) is the result of an event that would have given rise to the
repurchase of the related Mortgage Loan by the Seller pursuant to Section 2.02
or 2.03, or (ii) represents in whole or part funds which the applicable Servicer
had received in respect of a Liquidated Loan but failed to remit to the
Certificate Account on or prior to the Business Day preceding the Distribution
Date following the Applicable Unscheduled Principal Receipt Period in which the
Mortgage Loan became a Liquidated Loan, such Recovery may, at the sole
discretion of the Master Servicer, be treated as a repurchase or an Unscheduled
Principal Receipt with respect to such Mortgage Loan, as the case may be, the
Realized Loss previously recognized may be reversed and treated for all
subsequent purposes as if it had never occurred and the Master Servicer may make
such adjustments to interest or principal distributions on the Certificates and
to the principal balances of the Certificates as the Master Servicer in its good
faith judgment and sole discretion deems necessary or desirable to effectuate
the reversal of the Realized Loss and the treatment of such amount as a
repurchase or as an Unscheduled Principal Receipt, as the case may be; provided
that such actions do not result in the aggregate distributions made in respect
of each Class of Certificates whose principal balances were previously reduced
as a result of such Realized Loss being less than such Class would have received
if such Recovery had been deposited in the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i) the
Class A Certificates and (ii) the Class B Certificates, pro rata based on the
Class A Interest Accrual Amount and the Class B Interest Accrual Amount for the
related Distribution Date, without regard to any reduction pursuant to this
sentence. Any such loss allocated to the Class A Certificates shall be allocated
among the outstanding Classes of Class A Certificates (other than the Class A-6
Certificates) and the Components 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, Classes, Component or Components
as provided above.
With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
Section 4.03 Paying Agent.
(a) The Master Servicer hereby appoints the Trust Administrator as
initial Paying Agent to make distributions to Certificateholders and to forward
to Certificateholders the periodic statements and the annual statements required
by Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trust Administrator to execute and deliver to the Trust Administrator an
instrument in which such Paying Agent agrees with the Trust Administrator that
such Paying Agent shall:
(i)hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by
the Master Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trust Administrator, forthwith pay to the
Trust Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trust Administrator, in which case such Eligible Investments
shall mature not later than the Distribution Date), and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Payment Account by
the Master Servicer out of its own funds immediately as realized. The Paying
Agent may withdraw from the Payment Account any amount deposited in the Payment
Account that was not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
Section 4.04 Statements to Certificateholders; Report to the
Trust Administrator 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 Class of Class B Certificates as of the following
Determination Date after giving effect to the distributions of principal
made, and the principal portion of Realized Losses, if any, allocated with
respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for
such Distribution Date and the aggregate Scheduled Principal Balance of the
Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage
Loans serviced by Norwest Mortgage and, collectively, by the Other
Servicers as of such Distribution Date;
(x)the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses or
Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of Realized Losses
allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to which
the Servicer of such Mortgage Loan has determined not to foreclose because
it believes the related Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate Available
Master Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxiii) in the case of the Class A-6 Certificates, the Class A-6 IO
A Component Notional Amount and the Class A-6 IO B Component Notional
Amount;
(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.
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-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-PO, Class A-R and Class A-LR Certificates) that evidences one Single
Certificate plus such additional principal portion as is required in order for
all Certificates of such Class to equal the aggregate Original Principal Balance
of such Class, as the case may be), and shall be substantially in the respective
forms set forth as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, 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 evidenced by the Class A and Class B
Certificates shall be the sum of the amounts specifically set forth in the
respective Certificates. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trust Administrator by any Responsible
Officer thereof. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trust Administrator
shall bind the Trust Administrator notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually countersigned by a
Responsible Officer of the Trust Administrator, or unless there appears on such
Certificate a certificate of authentication executed by the Authenticating Agent
by manual signature, and such countersignature or certificate upon a Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders shall,
with respect to the Book-Entry Certificates, refer to distributions,
notices, reports and statements to the Clearing Agency or its nominee, as
registered holder of the Book-Entry Certificates, as the case may be, for
distribution to Beneficial Owners in accordance with the procedures of the
Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to upon written
request to the Trust Administrator at the Corporate Trust Office.
Section 5.02 Registration of Certificates.
(a) The Trust Administrator shall cause to be kept at one of the
offices or agencies to be maintained in accordance with the provisions of
Section 5.06 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trust Administrator shall act as, or shall appoint, a
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trust Administrator or the
Authenticating Agent in accordance with their standard procedures.
(b) No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the Trust Administrator or the Seller may, if such transfer is to be
made within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
A-PO, Class B-4, Class B-5 or Class B-6 Certificateholder to deliver a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trust Administrator and the Seller, to the effect that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer, and (ii) the Trust Administrator
shall require the transferee (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trust Administrator the facts surrounding such
transfer, which investment letter shall not be an expense of the Trust
Administrator, the Trustee, the Seller or the Master Servicer. The Holder of a
Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trust
Administrator, the Trustee, the Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trust Administrator is under an
obligation to register the Class A-PO, Class B-4, Class B-5 or Class B-6
Certificates under said Act or any other securities law.
(c) No transfer of a Class A-9, 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 A-9, 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 A-9 or Class B
Certificates only, if such transferee is an insurance company, (A) the source of
funds used to purchase the Class A-9 or 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 A-9 or
Class B Certificates are covered by Sections I and III of PTE 95-60 or (ii) in
the case of any such Class A-9, 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-9, Class A-PO or Class B
Certificate will not result in the assets of the Trust Estate being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA, the
Code or Similar Law and will not subject the Trust Administrator, the Trustee,
the Seller or the Master Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trust Administrator, the Trustee, the Seller or the Master Servicer and
(B) such other opinions of counsel, officer's certificates and agreements as the
Seller or the Master Servicer may require in connection with such transfer,
which opinions of counsel, officers' certificates and agreements shall not be an
expense of the Trust Administrator, the Trustee, the Seller or the Master
Servicer. The Class A-9, 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 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 may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
Section 5.05 Access to List of Certificateholders' Names and
Addresses.
(a) If the Trust Administrator is not acting as Certificate
Registrar, the Certificate Registrar shall furnish or cause to be furnished to
the Trust Administrator, within 15 days after receipt by the Certificate
Registrar of a request by the Trust Administrator in writing, a list, in such
form as the Trust Administrator may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the most recent Record
Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar, the
Trust Administrator and the Trustee that neither the Seller, the Master
Servicer, the Certificate Registrar, the Trust Administrator nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names, addresses and Percentage Interests of the Certificateholders
hereunder, regardless of the source from which such information was delivered.
Section 5.06 Maintenance of Office or Agency.
The Trust Administrator will maintain, at its expense, an office or
agency where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Certificate Registrar in
respect of the Certificates and this Agreement may be served. The Trust
Administrator initially designates the Corporate Trust Office and the principal
corporate trust office of the Authenticating Agent, if any, as its offices and
agencies for said purposes.
Section 5.07 Definitive Certificates.
If (i)(A) the Master Servicer advises the Trust Administrator in
writing that the Clearing Agency is no longer willing or able properly to
discharge its responsibilities as depository with respect to the Book-Entry
Certificates, and (B) the Master Servicer is unable to locate a qualified
successor, (ii) the Master Servicer, at its option, advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Clearing Agency 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 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 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.
Section 6.08 Master Servicer Covenants Concerning Year 2000
Compliance.
The Master Servicer covenants that it is working to modify its
computer and other systems used in the performance of its duties as Master
Servicer for the Certificates to operate in a manner such that, on and after
January 1, 2000, the Master Servicer can perform its duties in accordance with
the terms of this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by the
Master Servicer under the terms of this Agreement which, in either case,
continues unremedied for a period of three business days after the date
upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or to
the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a period
of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property; or
(v)the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of
all or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHLMC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator
on behalf of the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02 Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03 Directions by Certificateholders and Duties of
Trustee During Event of Default.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04 Action upon Certain Failures of the Master
Servicer and upon Event of Default.
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or the Trust Administrator may, but
need not if the Trustee or the Trust Administrator, as the case may be, deems it
not in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
Section 7.05 Trust Administrator to Act; Appointment of
Successor.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee or the Trust Administrator receives the resignation
of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
6.04, the Trust Administrator on behalf of the Trustee shall be the successor in
all respects to the Master Servicer in its capacity as master servicer under
this Agreement and the transactions set forth or provided for herein and shall
have the rights and powers and be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, however, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review.
Section 7.06 Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trust
Administrator shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register. The Trust
Administrator shall also, within 45 days after the occurrence of any Event of
Default known to the Trust Administrator, give written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator.
The Trustee and the Trust Administrator, prior to the occurrence of
an Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Trust Administrator, which
are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee and the Trust Administrator from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct; provided,
however, that:
(i)Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to
the Trustee and the Trust Administrator, and conforming to the
requirements of this Agreement;
(ii) The Trustee and the Trust Administrator shall not be
personally liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with the direction of holders
of Certificates which evidence in the aggregate not less than 25% of the
Voting Interest represented by all Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to
the Trustee and the Trust Administrator, or exercising any trust or power
conferred upon the Trustee and the Trust Administrator, under this
Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable
for any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Section 8.02 Certain Matters Affecting the Trustee and the
Trust Administrator.
Except as otherwise provided in Section 8.01:
(i)Each of the Trustee and the Trust Administrator may request
and rely and shall be protected in acting or refraining from acting upon
any resolution, Officers' Certificate, certificate of auditors or any
other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the
proper party or parties and the manner of obtaining consents and
evidencing the authorization of the execution thereof shall be subject to
such reasonable regulations as the Trustee or Trust Administrator, as
applicable, may prescribe;
(ii) Each of the Trustee and the Trust Administrator may consult
with counsel, and any written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall be
personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(iv) Subject to Section 7.04, the Trust Administrator shall not
be accountable, shall have no liability and makes no representation as to
any acts or omissions hereunder of the Master Servicer until such time as
the Trust Administrator may be required to act as Master Servicer pursuant
to Section 7.05 and thereupon only for the acts or omissions of the Trust
Administrator as successor Master Servicer; and
(v)Each of the Trustee and the Trust Administrator may execute
any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys.
Section 8.03 Neither Trustee nor Trust Administrator
Required to Make Investigation.
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, neither the Trustee
nor the Trust Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, Mortgage,
Mortgage Note or other paper or document (provided the same appears regular on
its face), unless requested in writing to do so by holders of Certificates
evidencing in the aggregate not less than 51% of the Voting Interest represented
by all Certificates; provided, however, that if the payment within a reasonable
time to the Trustee or the Trust Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee or the Trust Administrator, not reasonably assured
to the Trustee or the Trust Administrator by the security afforded to it by the
terms of this Agreement, the Trustee or the Trust Administrator may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee or the Trust Administrator, shall
be repaid by the Master Servicer upon demand.
Section 8.04 Neither Trustee nor Trust Administrator Liable
for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
Section 8.05 Trustee and Trust Administrator May Own
Certificates.
Each of the Trustee, the Trust Administrator and any agent thereof,
in its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent and may transact banking and/or trust business with
the Seller, the Master Servicer or their Affiliates.
Section 8.06 The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to each of the
Trustee and the Trust Administrator from time to time, and each of the Trustee
and the Trust Administrator shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee or the
Trust Administrator, as the case may be, and the Master Servicer will pay or
reimburse the Trustee or the Trust Administrator, as the case may be, upon its
request for all reasonable expenses, disbursements and advances incurred or made
by it in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
Section 8.07 Eligibility Requirements.
Each of the Trustee and the Trust Administrator hereunder shall at
all times (i) be a corporation or association having its principal office in a
state and city acceptable to the Seller, organized and doing business under the
laws of such state or the United States of America, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
Section 8.08 Resignation and Removal.
Either of the Trustee or the Trust Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
of resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee or trust administrator. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee or trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee or trust administrator shall have been
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Trust Administrator, as the case
may be, may petition any court of competent jurisdiction for the appointment of
a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to
be eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator
and appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
Section 8.09 Successor.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be, herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be, all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
or trust administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of the successor trustee or
successor trust administrator, as the case may be, the successor trustee or
trust administrator shall cause such notice to be mailed at the expense of the
Master Servicer.
Section 8.10 Merger or Consolidation.
Any Person into which either the Trustee or the Trust Administrator
may be merged or converted or with which it may be consolidated, to which it may
sell or transfer its corporate trust business and assets as a whole or
substantially as a whole or any Person resulting from any merger, sale,
transfer, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee or Trust Administrator, as the
case may be, hereunder; provided, however, that (i) such Person shall be
eligible under the provisions of Section 8.07, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, and (ii) the Trustee or the
Trust Administrator, as the case may be, shall deliver an Opinion of Counsel to
the Seller and the Master Servicer to the effect that such merger,
consolidation, sale or transfer will not subject 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.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Trust
Administrator, the Seller and the Master Servicer. The Trust Administrator may
at any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trust Administrator.
Any reasonable compensation paid to the Authenticating Agent shall be a
reimbursable expense under Section 8.06.
Section 8.12 Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of
title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13 Appointment of Custodians.
The Trust Administrator may at any time on or after the Closing
Date, with the consent of the Master Servicer and the Seller, appoint one or
more Custodians to hold all or a portion of the Owner Mortgage Loan Files as
agent for the Trust Administrator, by entering into a Custodial Agreement.
Subject to this Article VIII, the Trust Administrator agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders. Each
Custodian shall be a depository institution subject to supervision by federal or
state authority, shall have a combined capital and surplus of at least
$10,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Owner Mortgage Loan File. Each Custodial Agreement may be amended
only as provided in Section 10.01(a).
Section 8.14 Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee, the Trust Administrator and the Master
Servicer covenants and agrees that it shall perform its duties hereunder in a
manner consistent with the REMIC Provisions and shall not knowingly take any
action or fail to take any action that would (i) affect the determination of the
Trust Estate's status as 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-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-L6, Class A-L7, Class A-LPO,
Class A-LUR, Class B-L1, Class B-L2, Class B-L3, Class B-L4, Class B-L5 and
Class B-L6 Interests and the Class A-LR Certificate; (viii) exercise reasonable
care not to allow the occurrence of any "prohibited transactions" within the
meaning of Code Section 860F(a), unless the Master Servicer shall have provided
an Opinion of Counsel to the Trustee that such occurrence would not (a) result
in a taxable gain, (b) otherwise subject either the Upper-Tier REMIC or
Lower-Tier REMIC or the Trust Estate to tax or (c) cause the Trust Estate to
fail to qualify as two separate REMICs; (ix) exercise reasonable care not to
allow either the Upper-Tier REMIC or the Lower-Tier REMIC to receive income from
the performance of services or from assets not permitted under the REMIC
Provisions to be held by a REMIC; (x) pay (on behalf of the Upper-Tier REMIC or
the Lower-Tier REMIC) the amount of any federal income tax, including, without
limitation, prohibited transaction taxes, taxes on net income from foreclosure
property, and taxes on certain contributions to a REMIC after the Startup Day,
imposed on the Upper-Tier REMIC or Lower-Tier REMIC, as the case may be, when
and as the same shall be due and payable (but such obligation shall not prevent
the Master Servicer or any other appropriate Person from contesting any such tax
in appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the Upper-Tier REMIC or the
Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d),
and the Master Servicer is hereby designated as agent of the Class A-R and Class
A-LR Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class A-R and Class A-LR Certificates shall be tax
matters persons in accordance with the REMIC Provisions). The Master Servicer
shall be entitled to be reimbursed pursuant to Section 3.02 for any taxes paid
by it pursuant to clause (x) of the preceding sentence, except to the extent
that such taxes are imposed as a result of the bad faith, willful misfeasance or
gross negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee's sole duties with respect to the Upper-Tier REMIC and
Lower Tier REMIC are to sign the tax returns referred to in clause (i) of the
second preceding sentence and to comply with written directions from the Master
Servicer or the Trust Administrator.
In order to enable the Master Servicer, the Trust Administrator or
the Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to the
Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the 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.
Section 8.16 Trustee Covenants Concerning Year 2000
Compliance.
The Trustee covenants that it is working to modify its computer and
other systems used in the performance of its duties as trustee for the
Certificates to operate in a manner such that, on and after January 1, 2000, the
Trustee can perform its duties in accordance with the terms of this Agreement.
Section 8.17 Trust Administrator Covenants Concerning Year
2000 Compliance.
The Trust Administrator covenants that it is working to modify its
computer and other systems used in the performance of its duties as trust
administrator for the Certificates to operate in a manner such that, on and
after January 1, 2000, the Trust Administrator can perform its duties in
accordance with the terms of this Agreement.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or
Liquidation of All Mortgage Loans.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer, the Trust Administrator and
the Trustee created hereby (other than the obligation of the Trust Administrator
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Master Servicer to send certain notices as hereinafter
set forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trust
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer (if it is exercising its right to purchase
the assets of the Trust Estate) or by the Trust Administrator (in any other
case) by letter to Certificateholders mailed not earlier than the 15th day of
the month preceding the month of such final distribution and not later than the
twentieth day of the month of such final distribution specifying (A) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the Trust
Administrator therein designated, (B) the amount of any such final payment and
(C) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified. If the Master Servicer is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class A-R 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, Classes, Component or
Components 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 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 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:
(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.
Section 10.02 Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trust
Administrator, but only upon direction accompanied by an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 10.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trust Administrator a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Voting
Interest represented by all Certificates shall have made written request upon
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust
Administrator such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trust
Administrator, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trust
Administrator, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trust Administrator shall be entitled to such relief
as can be given either at law or in equity.
Section 10.04 Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05 Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Norwest Asset Securities Corporation, 7485 New Horizon
Way, Frederick, Maryland 21703, Attention: Chief Executive Officer, or such
other address as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Seller, (ii) in the case of the
Master Servicer, to Norwest Bank Minnesota, National Association, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Vice President or such other
address as may hereafter be furnished to the Seller and the Trustee in writing
by the Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust
Office 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.
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.
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>
\\NY4\SYS\APPS\WP\EDGAR\#333767 v7 - 1999-1 P&S (NT).doc1
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 6.500% per annum.
Section 11.02 Cut-Off Date.
The Cut-Off Date for the Certificates is January 1, 1999.
Section 11.03 Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $500,234,184.41.
Section 11.04 Original Class A Percentage.
The Original Class A Percentage is 96.09802368%.
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 $107,988,000.00
Class A-2 $104,531,000.00
Class A-3 $50,000,000.00
Class A-4 $108,700,000.00
Class A-5 $1,900,000.00
Class A-6 $80,000,000.00
Class A-7 $11,930,000.00
Class A-8 $10,436,000.00
Class A-9 $5,000,000.00
Class A-PO $239,302.50
Class A-R $100.00
Class A-LR $100.00
SECTION 11.05(A) ORIGINAL IO COMPONENT NOTIONAL AMOUNTS.
As to each of the IO Components, the Notional Amount of such IO
Component as of the Cut-Off Date, is as follows:
***
Original
Notional Amount
Class A-6 IO A Component $22,109,169.23
Class A-6 IO B Component $9,883,076.92
Section 11.06 Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $480,485,200.00.
Section 11.07 Original Subordinated Percentage.
The Original Subordinated Percentage is 3.90197632%.
Section 11.08 Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.40061434%.
Section 11.09 Original Class B-2 Percentage.
The Original Class B-2 Percentage is 1.35061383%.
Section 11.10 Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.45020461%.
Section 11.11 Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.30000307%.
Section 11.12 Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.20000205%.
Section 11.13 Original Class B-6 Percentage.
The Original Class B-6 Percentage is 0.20053843%.
Section 11.14 Original Class B Principal Balance.
The Original Class B Principal Balance is $19,509,681.91.
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 $ 7,003,000.00
Class B-2 $ 6,753,000.00
Class B-3 $ 2,251,000.00
Class B-4 $ 1,500,000.00
Class B-5 $ 1,000,000.00
Class B-6 $ 1,002,681.91
Section 11.16 Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 2.50136198%.
Section 11.17 Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 1.15074816%.
Section 11.18 Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.70054355%.
Section 11.19 Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.40054048%.
Section 11.20 Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 0.20053843%.
Section 11.21 Closing Date.
The Closing Date is January 28, 1999.
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 $50,023,418.44 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.23 Wire Transfer Eligibility.
With respect to the Class A Certificates (other than the Class A-PO,
Class A-R and Class A-LR Certificates) and the Class B Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is $500,000.
With respect to the Class A-PO Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is 100% Percentage Interest. 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-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-PO Certificates
represents a $239,302.50 Denomination.
Section 11.25 Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
Section 11.26 Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, 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 28th day of January, 1999, 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 28th day of January, 1999, before me, a notary public in and
for the State of Maryland, personally appeared Brett Handelman, known to me who,
being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
ss.:
COUNTY OF )
On this 28th day of January, 1999, 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 28th day of January, 1999, 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 1999-1
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
BankNorth Mortgage Company, Inc. Mid-Month Prior Month
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 1999-1 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 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 January 28, 1999 (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 5.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-1 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 25, 2029
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 January 28, 1999 (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 5.900% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-1 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 25, 2029
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 January 28, 1999 (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 6.100% 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.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[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 1999-1 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 25, 2029
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 January 28, 1999 (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 6.100% 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.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-1 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination:
by this Certificate: %
Final Scheduled Maturity Date: February 25, 2029
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 January 28, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 6.100% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1999, and based on its
issue price of 97.36532%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), 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 January
25, 1999 with respect to the offering of the Class A (except Class A-PO), 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 2.68551333%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.62%; and (iii) the
amount of OID allocable to the short first accrual period (January 28, 1999 to
February 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.02592677%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-1 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.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON A PORTION OF 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 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 January 28, 1999 (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. For the purposes of determining
distributions of interest and in reduction of Principal Balance, the Class A-6
Certificates consist of four components (each, a "Component" and individually,
the "Class A-6 IO A Component," the "Class A-6 IO B Component," the "Class A-6
PAC Component" and the "Class A-6 Scheduled Accrual Component"). The amount of
interest which accrues on the Class A-6 Certificates in any month will equal the
sum of the interest which accrues on the Class A-6 Components. The component
rate (the "Component Rate") on each of the Class A-6 Components will be 6.500%
per annum. Interest with respect to each Component will accrue during each month
in an amount equal to the product of (i) 1/12th of the Component Rate for such
Component and (ii) the outstanding Principal Balance in the case of the Class
A-6 PAC Component and the Class A-6 Scheduled Accrual Component or the
outstanding notional amount in the case of the Class A-6 IO A Component and
Class A-6 IO B Component. Prior to the applicable Accretion Termination Date,
the interest accrual on the Class A-6 Scheduled Accrual Component will not be
distributed as interest on this Certificate. Prior to the applicable Accretion
Termination Date, the interest on the Class A-6 Scheduled Accrual Component
otherwise available for distribution on this Certificate will be added to the
Component Principal Balance of such Component 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-6
Certificates with respect to their Components.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1999, at an issue price of
102.86390%, 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
January 25, 1999 with respect to the offering of the Class A (except Class
A-PO), 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 89.24719771%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.12%; and
(iii) the amount of OID allocable to the short first accrual period (January 28,
1999 to February 25, 1999) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.54947206%.
Each Component of this Certificate constitutes a "regular interest"
in a "real estate mortgage investment conduit" as those terms are defined in
Section 860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code
of 1986, as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT A-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 1999-1 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 25, 2029
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 January 28, 1999 (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 6.500% 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 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 January 28, 1999, at an issue price of
98.24398%, 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 January 25, 1999 with
respect to the offering of the Class A (except Class A-PO), 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 17.44293945%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.34%; and (iii) the amount of
OID allocable to the short first accrual period (January 28, 1999 to February
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.54096290%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT A-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 1999-1 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 25, 2029
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 January 28, 1999 (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 6.500% 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 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 January 28, 1999, at an issue price of
91.45625%, 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 January 25, 1999 with
respect to the offering of the Class A (except Class A-PO), 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 239.50969538%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.00%; and (iii) the amount of
OID allocable to the short first accrual period (January 28, 1999 to February
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.47989124%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
AFTER THE CROSS-OVER DATE, THE PRINCIPAL PORTION OF REALIZED LOSSES, OTHER THAN
EXCESS LOSSES, ALLOCATED TO THE CLASS A-6 CERTIFICATES WILL BE BORNE BY THE
CLASS A-9 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 1999-1 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.
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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 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 January 28, 1999 (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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class A-9 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT 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 1999-1, 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: January 1, 1999
CUSIP No.: First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 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-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 January 28, 1999 (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 (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 January 28, 1999, at an issue price of
69.50000% 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 January 25, 1999 with respect to the
offering of the Class A (except Class A-PO), 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
30.50000000%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 6.74%; and (iii) the amount of OID allocable to the
short first accrual period (January 28, 1999 to February 25, 1999) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.35133323%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT A-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.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-1, 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: February 25, 2029
<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 January 28, 1999 (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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT A-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.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-1, 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: February 25, 2029
<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 January 28, 1999 (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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By_____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By_____________________________________
Authorized Officer
<PAGE>
EXHIBIT B-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 1999-1, 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 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 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 January 28, 1999 (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 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
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 1999-1, 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 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 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 January 28, 1999 (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
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1999, and based on its
issue price of 93.78438%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), 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 January
25, 1999 with respect to the offering of the Class A (except Class A-PO), 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 6.26978667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.39%; and (iii) the
amount of OID allocable to the short first accrual period (January 28, 1999 to
February 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.03190027%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, 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 1999-1, 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 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 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 January 28, 1999 (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
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1999, and based on its
issue price of 87.85469%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), 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 January
25, 1999 with respect to the offering of the Class A (except Class A-PO), 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 12.19947667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.31%; and (iii) the
amount of OID allocable to the short first accrual period (January 28, 1999 to
February 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.05962063%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, 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 1999-1, 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 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 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 January 28, 1999 (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
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1999, and based on its
issue price of 70.23360%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), 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 January
25, 1999 with respect to the offering of the Class A (except Class A-PO), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 29.82056667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 11.67%; and (iii) the
amount of OID allocable to the short first accrual period (January 28, 1999 to
February 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.12676330%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, 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 1999-1, 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 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 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 January 28, 1999 (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
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1999, and based on its
issue price of 51.00313%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), 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 January
25, 1999 with respect to the offering of the Class A (except Class A-PO), 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 49.05103667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 17.14%; and (iii) the
amount of OID allocable to the short first accrual period (January 28, 1999 to
February 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.16769803%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, 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 1999-1, 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: January 1, 1999
CUSIP No.: 66937R First Distribution Date: February 25,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 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 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 January 28, 1999 (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
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1999, and based on its
issue price of 19.48750%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), 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 January
25, 1999 with respect to the offering of the Class A (except Class A-PO), 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 80.56666667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 41.96%; and (iii) the
amount of OID allocable to the short first accrual period (January 28, 1999 to
February 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.12468830%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Reverse of Series 1999-1 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trust Administrator, as applicable, of advances made by
such Servicer, the Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the Voting Interests of each Class of Certificates affected thereby. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain circumstances without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the
Trustee and the Certificate Registrar, and any agent of the Seller, the Master
Servicer, the Trust Administrator, the Trustee or the Certificate Registrar, may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Seller, the Master Servicer, the Trust
Administrator, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Social Security or other Identifying Number of Assignee:
____________________________________________________________________________
Dated:
--------------------------------------
Signature by or on behalf of assignor
--------------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to _______________________________________ for the
account of ___________________________________________________ account number
_____________, or, if mailed by check, to ___________________________________.
Applicable statements should be mailed to ___________________________________ .
____________________________________________________________________________
This information is provided by ______________________, the assignee
named above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trust Administrator (including
its successors under the Pooling and Servicing Agreement defined below, the
"Trust Administrator"), NORWEST ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer, the Trust Administrator
and United States Trust Company of New York, as trustee, have entered into a
Pooling and Servicing Agreement dated as of January 28, 1999 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1999-1 (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 2.01 CUSTODIAN TO ACT AS AGENT; ACCEPTANCE OF CUSTODIAL
FILES. The Custodian, as the duly appointed agent of the Trust Administrator for
these purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders. Section 2.02
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
2.03 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 2.04 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 2.05 CUSTODIAN TO COOPERATE; RELEASE OF CUSTODIAL
FILES. Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Certificate Account
pursuant to Section 3.02 of the Pooling and Servicing Agreement have been or
will be so deposited) of a Servicing Officer and shall request delivery to it of
the Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement. Section 2.06 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 3.01 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
3.02 INDEMNIFICATION. The Seller hereby agrees to indemnify and hold the
Custodian harmless from and against all claims, liabilities, losses, actions,
suits or proceedings at law or in equity, or any other expenses, fees or charges
of any character or nature, which the Custodian may incur or with which the
Custodian may be threatened by reasons of its acting as custodian under this
Agreement, including indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply. Section 3.03 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 3.04 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 3.05 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 3.06
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 3.07 REPRESENTATIONS OF THE CUSTODIAN. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.01 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 4.02 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 4.03 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 4.04 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 4.05 SEVERABILITY OF PROVISIONS. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By:____________________________________
Charlotte, North Carolina, 28288 Name:__________________________________
Title:_________________________________
Address: NORWEST ASSET SECURITIES CORPORATION
7485 New Horizon Way By:____________________________________
Frederick, Maryland, 21703 Name:__________________________________
Title:_________________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way By:____________________________________
Frederick, Maryland, 21703 Name:__________________________________
Title:_________________________________
Address: [CUSTODIAN]
By:____________________________________
Name:__________________________________
Title:_________________________________
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
__________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
__________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
__________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and
for the State of __________, personally appeared __________ __________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
__________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland
<TABLE>
NASCOR
NMI / 1999-01 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>
6344182 SILVERTHORNE CO 80498 SFD 7.250 6.500 $2,387.62 360 1-Dec-28
7099388 EDEN PRAIRIE MN 55347 SFD 7.250 6.500 $1,882.81 360 1-Sep-28
7139381 NORTH OAKS MN 55127 SFD 6.875 6.500 $1,968.82 360 1-Nov-28
7191232 MINNEAPOLIS MN 55410 SFD 7.125 6.500 $1,768.52 360 1-Oct-28
7194567 EDINA MN 55424 SFD 7.500 6.500 $2,278.04 360 1-Oct-28
7233332 MAPLE GROVE MN 55311 SFD 7.250 6.500 $1,828.23 360 1-Oct-28
7241966 INVER GROVE HGT MN 55077 SFD 7.500 6.500 $1,887.88 360 1-Nov-28
7242014 MINNETONKA MN 55345 SFD 7.375 6.500 $2,513.72 360 1-Nov-28
7246988 STILLWATER MN 55082 SFD 7.000 6.500 $1,809.09 360 1-Nov-28
7276836 BIRMINGHAM MI 48009 SFD 6.625 6.358 $1,703.23 360 1-Nov-28
7280280 FOREST LAKE MN 55025 SFD 7.125 6.500 $2,002.30 360 1-Oct-28
7286526 CHICAGO IL 60657 SFD 7.250 6.500 $1,841.88 360 1-Oct-28
7296829 WOODBURY MN 55125 SFD 7.625 6.500 $1,922.37 360 1-Dec-28
7317871 LAKEVILLE MN 55044 SFD 7.125 6.500 $1,621.65 360 1-Nov-28
7374512 NAPERVILLE IL 60565 SFD 7.000 6.500 $2,907.37 360 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>
6344182 $349,726.96 42.42 0.250 0.017 0.483
7099388 $275,130.92 56.79 0.250 0.017 0.483
7139381 $299,041.27 90.00 13 0.250 0.017 0.108
7191232 $261,866.47 75.00 0.250 0.017 0.358
7194567 $325,070.09 71.60 0.250 0.017 0.733
7233332 $267,369.01 80.00 0.250 0.017 0.483
7241966 $269,597.99 76.06 0.250 0.017 0.733
7242014 $363,394.41 69.99 0.250 0.017 0.608
7246988 $271,472.92 80.00 0.250 0.017 0.233
7276836 $265,529.33 50.67 0.250 0.017 0.000
7280280 $296,482.73 79.98 0.250 0.017 0.358
7286526 $269,364.29 79.41 0.250 0.017 0.483
7296829 $271,403.42 57.18 0.250 0.017 0.858
7317871 $240,313.87 85.96 06 0.250 0.017 0.358
7374512 $436,281.51 64.74 0.250 0.017 0.233
$4,462,045.19
</TABLE>
COUNT: 15
WAC: 7.191954825
WAM: 357.6976086
WALTV: 69.99349637
<PAGE>
EXHIBIT F-2
Schedule of Mortgage Loans Serviced by Norwest Mortgage in Frederick, Maryland
<TABLE>
NASCOR
NMI / 1999-01 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>
4602964 BROWNSTOWN TOWNSHIP MI 48183 SFD 7.625 6.500 $ 694.70 360 1-Dec-28
4650451 GREAT FALLS MT 59404 SFD 7.375 6.500 $4,092.25 360 1-Dec-28
4742325 SAN MATEO CA 94401 SFD 6.875 6.500 $1,581.89 360 1-Nov-28
4743224 RANDOLPH NJ 07869 SFD 6.875 6.500 $2,404.36 360 1-Dec-28
4748961 HOUSTON TX 77024 SFD 6.875 6.500 $1,960.94 360 1-Jan-29
4762268 DENVER CO 80237 SFD 8.000 6.500 $2,090.87 360 1-Jan-29
4774617 CHATHAM NJ 07928 SFD 7.500 6.500 $2,097.65 360 1-Jan-29
4775596 HOPKINTON MA 01748 SFD 7.000 6.500 $2,224.11 360 1-Dec-28
4782209 FAIRFAX VA 22032 SFD 7.250 6.500 $2,237.88 360 1-Aug-28
4802155 MOUNT SINAI NY 11766 SFD 7.875 6.500 $1,821.38 360 1-Dec-28
4805415 DUBLIN OH 43017 SFD 7.375 6.500 $1,779.18 360 1-Aug-28
4806821 SALEM OR 97301 SFD 7.250 6.500 $1,657.69 360 1-Aug-28
4820144 ANAHEIM CA 92808 SFD 7.000 6.500 $1,809.30 360 1-Dec-28
4821274 SANTA BARBARA CA 93108 SFD 7.000 6.500 $6,020.99 360 1-Dec-28
4823374 EAST HAMPTON NY 11937 SFD 7.125 6.500 $1,805.57 360 1-Jan-29
4823633 LOS ANGELES CA 91326 SFD 7.625 6.500 $2,338.55 360 1-Sep-28
4827219 NORFOLK MA 02056 SFD 7.000 6.500 $1,649.96 360 1-Jan-29
4829059 BELLE MEAD NJ 08502 SFD 7.000 6.500 $1,358.33 240 1-Sep-18
4829317 EDEN PRAIRIE MN 55346 SFD 7.375 6.500 $1,920.08 360 1-Dec-28
4830900 DELRAY BEACH FL 33483 SFD 7.650 6.500 $1,929.88 360 1-Jul-28
4831605 KANSAS CITY MO 64152 SFD 7.125 6.500 $1,669.41 360 1-Nov-28
4835142 HAMPTON BAYS NY 11946 SFD 7.500 6.500 $ 832.07 360 1-Dec-28
4836692 DUBLIN CA 94568 SFD 7.000 6.500 $2,097.04 360 1-Dec-28
4838964 ALLEN TX 75013 SFD 7.375 6.500 $1,695.61 360 1-Nov-28
4841546 LINCOLNDALE NY 10540 SFD 7.000 6.500 $2,328.56 360 1-Nov-28
4842187 CHAPPAQUA NY 10514 SFD 7.125 6.500 $2,694.88 360 1-Nov-28
4844307 STATEN ISLAND NY 10305 SFD 7.625 6.500 $1,835.67 360 1-Jan-29
4844696 STOCKTON NJ 08559 SFD 7.500 6.500 $2,908.74 360 1-Jan-29
4844725 GRANVILLE OH 43023 SFD 7.250 6.500 $2,182.96 360 1-Nov-28
4845230 SAN JOSE CA 95133 SFD 7.625 6.500 $2,197.70 360 1-Jun-28
4845993 MIDLOTHIAN VA 23113 SFD 7.250 6.500 $1,916.92 360 1-Aug-28
4846330 SUMMIT NJ 07901 SFD 7.875 6.500 $2,326.39 360 1-Sep-28
4846949 AVON CT 06001 SFD 7.500 6.500 $1,793.49 360 1-Oct-28
4847327 NOVATO CA 94947 SFD 7.250 6.500 $2,796.93 360 1-Nov-28
4848155 TAVERNIER FL 33070 SFD 7.875 6.500 $1,859.81 360 1-Dec-28
4848553 CITY BY THE SEA TX 78336 SFD 7.250 6.500 $1,691.80 360 1-Dec-28
4848916 HENDERSON NV 89014 SFD 7.250 6.500 $2,283.24 360 1-Oct-28
4849073 VIENNA VA 22182 SFD 7.375 6.500 $2,454.66 360 1-Dec-28
4849743 NANTUCKET MA 02554 SFD 7.750 6.500 $3,202.37 360 1-Jan-29
4850892 MISSION HILLS KS 66208 SFD 7.250 6.500 $3,138.01 360 1-Dec-28
4851771 BUFFALO MN 55313 SFD 7.375 6.500 $2,072.03 360 1-Oct-28
4852400 TROY MI 48098 SFD 7.625 6.500 $3,347.87 360 1-Nov-28
4852543 EUGENE OR 97401 SFD 7.000 6.500 $1,714.82 360 1-Oct-28
4852830 LAVEROCK PA 19038 SFD 7.125 6.500 $1,852.73 360 1-Dec-28
4854602 SAN JOSE CA 95124 SFD 7.375 6.500 $1,811.65 360 1-Oct-28
4856128 COHASSET MA 02025 SFD 7.375 6.500 $2,348.30 360 1-Dec-28
4856804 MILPITAS CA 95035 SFD 7.750 6.500 $2,091.93 360 1-Dec-28
4858063 PROVIDENCE RI 02906 SFD 7.250 6.500 $2,176.14 360 1-Nov-28
4858237 LOS ANGELES CA 90077 SFD 7.125 6.500 $3,840.20 360 1-Oct-28
4858819 HOLBROOK NY 11741 SFD 7.750 6.500 $1,998.80 360 1-Dec-28
4859523 FORT SALONGA NY 11768 SFD 7.375 6.500 $3,226.14 360 1-Nov-28
4859781 DALLAS TX 75229 SFD 7.250 6.500 $2,865.48 360 1-Oct-28
4859801 WARREN NJ 07059 SFD 7.125 6.500 $1,711.25 360 1-Jan-29
4860382 EDGEWATER NJ 07020 COP 7.750 6.500 $2,965.95 360 1-Nov-28
4860391 SYOSSET NY 11791 SFD 7.375 6.500 $1,933.90 360 1-Nov-28
4860400 HARTSDALE NY 10530 COP 7.750 6.500 $ 306.41 360 1-Nov-28
4860467 REDWOOD CITY CA 94061 SFD 7.125 6.500 $2,366.10 360 1-Dec-28
4861271 GREENWICH CT 06831 SFD 8.125 6.500 $3,393.22 360 1-Jun-28
4861354 WELLINGTON FL 33414 SFD 7.625 6.500 $2,256.09 360 1-Jul-28
4861472 CHESTERFIELD MO 63017 SFD 7.375 6.500 $1,712.88 360 1-Oct-28
4861479 KATY TX 77450 SFD 7.375 6.500 $2,120.38 360 1-Oct-28
4861582 LAKE FOREST IL 60005 SFD 7.125 6.500 $2,290.64 360 1-Oct-28
4861725 EAST ISLIP NY 11730 SFD 7.250 6.500 $2,148.86 360 1-Nov-28
4861822 SUNNYVALE CA 94087 SFD 7.625 6.500 $ 1,358.97 360 1-Dec-28
4862068 RESTON VA 22091 SFD 7.875 6.500 $ 2,204.22 360 1-May-28
4862359 TUSTIN CA 92782 SFD 7.000 6.500 $ 2,062.44 360 1-Nov-28
4862651 LARCHMONT NY 10538 SFD 7.000 6.500 $2,827.54 360 1-Nov-28
4863227 SUWANEE GA 30024 SFD 7.250 6.500 $ 1,840.51 360 1-Sep-28
4863407 STUART FL 34996 SFD 7.500 6.500 $ 2,992.64 360 1-Jul-28
4863443 IRVINE CA 92620 SFD 7.750 6.500 $ 1,868.41 360 1-Aug-28
4863549 LAYTON UT 84041 SFD 7.250 6.500 $ 763.51 240 1-Dec-18
4863637 PEMBROKE PINES FL 33028 SFD 7.625 6.500 $ 1,916.71 360 1-Jul-28
4864107 FRANKLIN TN 37069 SFD 7.375 6.500 $ 1,733.25 360 1-Oct-28
4864818 GREAT NECK NY 11021 SFD 7.500 6.500 $ 2,622.06 360 1-Jan-29
4864919 SAN DIEGO CA 92106 SFD 7.875 6.500 $ 2,011.34 360 1-Sep-28
4864953 SAN FRANCISCO CA 94123 SFD 7.125 6.500 $ 3,832.11 360 1-Oct-28
4865045 HOLIDAY FL 34961 SFD 7.750 6.500 $ 1,809.21 357 1-Mar-28
4866163 MUKILTEO WA 98275 SFD 7.000 6.500 $ 2,092.38 360 1-Nov-28
4866246 SCARSDALE NY 10583 SFD 7.625 6.500 $ 2,406.50 360 1-Jan-29
4866433 CLINTON NJ 08801 SFD 7.500 6.500 $2,377.33 360 1-Dec-28
4866517 MEMPHIS TN 38120 SFD 7.000 6.500 $2,049.13 360 1-Nov-28
4866825 MIDDLETOWN NJ 07748 SFD 7.250 6.500 $ 2,728.71 360 1-Jan-29
4866833 PEAPACK-GLADSTONE NJ 07934 SFD 7.625 6.500 $ 1,592.54 360 1-Dec-28
4866957 DALLAS TX 75218 SFD 7.000 6.500 $2,224.77 360 1-Oct-28
4867043 BROOKLYN NY 11229 SFD 7.625 6.500 $1,828.94 360 1-Dec-28
4867922 CHESTERFIELD MO 63017 SFD 7.000 6.500 $2,148.93 360 1-Dec-28
4868078 MISSION VIEJO CA 92691 SFD 7.625 6.500 $ 2,038.45 360 1-Jan-29
4868366 SEATTLE WA 98136 SFD 7.000 6.500 $ 1,995.91 360 1-Nov-28
4868891 STAMFORD CT 06902 SFD 7.125 6.500 $ 1,541.13 360 1-Sep-28
4868973 MARIETTA GA 30067 SFD 7.125 6.500 $2,371.49 360 1-Nov-28
4869057 MOORPARK CA 93021 SFD 7.125 6.500 $1,944.36 360 1-Dec-28
4869091 MANHASSET NY 11030 SFD 7.250 6.500 $ 2,963.37 360 1-Dec-28
4869151 CENTERPORT NY 11721 SFD 7.125 6.500 $1,684.30 360 1-Nov-28
4869270 FARMINGDALE NY 11735 SFD 6.875 6.500 $ 1,747.44 360 1-Nov-28
4869593 CROWNSVILLE MD 21032 SFD 7.375 6.500 $2,182.54 360 1-Sep-28
4870016 SCARSDALE NY 10583 SFD 7.125 6.500 $3,126.05 360 1-Dec-28
4871185 PLEASANTVILLE NY 10570 SFD 6.500 6.233 $2,186.96 360 1-Jan-29
4871377 HINGHAM MA 02043 SFD 7.375 6.500 $ 1,787.13 360 1-Dec-28
4871655 RYE NY 10580 SFD 7.000 6.500 $ 2,794.28 360 1-Jan-29
4872018 JAMAICA PLAIN MA 02130 SFD 7.375 6.500 $1,699.06 360 1-Nov-28
4872028 HANOUVER MA 02339 SFD 7.125 6.500 $ 2,378.23 360 1-Dec-28
4872277 SHORT HILLS NJ 07078 SFD 7.125 6.500 $3,705.46 360 1-Dec-28
4872435 WATER MILL NY 11976 SFD 7.500 6.500 $ 1,727.06 360 1-Nov-28
4872443 DANVILLE CA 94506 SFD 7.125 6.500 $3,031.74 360 1-Oct-28
4872713 SCOTTSDALE AZ 85259 SFD 7.500 6.500 $1,866.90 360 1-Nov-28
4872927 CHILI NY 14556 SFD 7.625 6.500 $ 400.62 360 1-Dec-28
4872940 NEW YORK NY 10021 HCO 7.000 6.500 $3,958.55 360 1-Nov-28
4873171 SAN DIEGO CA 92130 SFD 7.250 6.500 $ 2,530.88 360 1-Nov-28
4873483 SANTA MONICA CA 90403 SFD 7.375 6.500 $ 2,596.94 360 1-Nov-28
4873557 RIVERDALE NY 10463 SFD 7.500 6.500 $ 3,476.84 360 1-Dec-28
4874477 GREENWICH CT 06830 LCO 7.625 6.500 $ 2,423.49 360 1-Jan-29
4874576 NORTH RIDGE CA 91326 SFD 7.125 6.500 $ 1,825.78 360 1-Dec-28
4874802 HUDSON OH 44236 SFD 7.250 6.500 $ 2,534.29 360 1-Dec-28
4875879 LOVELAND OH 45140 SFD 7.000 6.500 $ 2,328.56 360 1-Oct-28
4875903 CARMEL IN 46032 SFD 7.250 6.500 $2,182.97 360 1-Nov-28
4876444 FORT LEE NJ 07024 LCO 7.500 6.500 $ 1,720.07 360 1-Nov-28
4876858 FRANKLIN PARK NJ 08873 SFD 7.375 6.500 $ 2,391.81 360 1-Oct-28
4876860 NAPERVILLE IL 60563 SFD 7.125 6.500 $2,432.12 360 1-Dec-28
4876888 HILLSDALE NJ 07642 SFD 7.375 6.500 $2,762.70 360 1-Nov-28
4877535 PLACENTIA CA 92870 SFD 7.250 6.500 $2,016.52 360 1-Oct-28
4877820 NEW YORK NY 10025 HCO 7.625 6.500 $ 2,831.17 360 1-Dec-28
4878210 AGOURA HILLS CA 91301 SFD 7.000 6.500 $ 1,849.55 360 1-Dec-28
4878423 STONY POINT NY 10980 SFD 7.250 6.500 $2,455.84 360 1-Dec-28
4878481 MOSS BEACH CA 94038 SFD 7.500 6.500 $ 2,215.12 360 1-Jan-29
4879070 SANTA CLARA CA 95054 SFD 7.250 6.500 $ 1,773.66 360 1-Nov-28
4879280 JACKSONVILLE FL 32256 SFD 7.000 6.500 $ 1,705.18 360 1-Dec-28
4879591 SAN RAFAEL CA 94901 SFD 7.500 6.500 $ 2,908.74 360 1-Dec-28
4879639 WHITESTONE NY 11357 SFD 7.125 6.500 $ 1,819.05 360 1-Dec-28
4879689 WINCHESTER MA 01890 SFD 7.250 6.500 $ 2,530.88 360 1-Jan-29
4880037 RIVERSIDE CA 92506 SFD 7.625 6.500 $ 2,831.17 360 1-Oct-28
4880367 HIGHLAND PARK TX 75205 SFD 7.250 6.500 $6,207.81 360 1-Dec-28
4880499 HAVERTOWN PA 19083 SFD 7.375 6.500 $ 1,685.25 360 1-Dec-28
4882355 TUCSON AZ 85718 SFD 7.000 6.500 $ 2,523.60 240 1-Dec-18
4882430 SAN FRANCISCO CA 94112 SFD 7.000 6.500 $2,162.24 360 1-Dec-28
4882635 IRVINE CA 92614 SFD 7.375 6.500 $ 2,068.58 360 1-Nov-28
4882790 CORONA CA 91720 SFD 7.500 6.500 $ 1,710.98 360 1-Jan-29
4882848 MODESTO CA 95350 SFD 7.125 6.500 $2,252.91 360 1-Dec-28
4882889 SAN JOSE CA 95148 SFD 7.500 6.500 $ 2,153.59 360 1-Dec-28
4882900 SAN JOSE CA 95125 SFD 7.375 6.500 $ 2,266.11 360 1-Dec-28
4883269 CINCINNATI OH 45244 SFD 7.125 6.500 $2,627.50 360 1-Nov-28
4883383 HAWTHORN WOODS IL 60047 SFD 7.300 6.500 $ 2,119.79 360 1-Sep-28
4883399 BUFFALO GROVE IL 60089 SFD 7.000 6.500 $ 1,995.91 360 1-Dec-28
4883680 DAKOTA DUNES SD 57049 SFD 7.000 6.500 $ 1,800.31 360 1-Dec-28
4883979 NOVATO CA 94945 SFD 7.375 6.500 $2,541.69 360 1-Dec-28
4883987 TULSA OK 74136 SFD 7.000 6.500 $ 2,262.03 360 1-Oct-28
4884041 MONTE SERENO CA 95030 SFD 7.250 6.500 $5,682.53 360 1-Dec-28
4884105 IRVINE CA 92620 SFD 7.500 6.500 $ 2,672.40 360 1-Dec-28
4884218 SANTA CLARA CA 95051 SFD 7.250 6.500 $1,835.06 360 1-Nov-28
4884472 SOUTH ORANGE NJ 07079 SFD 7.000 6.500 $2,984.91 240 1-Dec-18
4884779 ARNOLD MD 21012 SFD 7.375 6.500 $ 2,058.22 360 1-Jan-29
4884886 SAN MARTIN CA 95046 SFD 7.000 6.500 $1,663.26 360 1-Dec-28
4884995 MILPITAS CA 95035 SFD 7.125 6.500 $ 3,058.69 360 1-Nov-28
4885493 OAKLAND CA 94618 SFD 7.250 6.500 $ 2,373.98 360 1-Dec-28
4885649 HEMET CA 92543 SFD 7.550 6.500 $1,862.00 360 1-Sep-28
4885942 ELK GROVE CA 95624 SFD 7.500 6.500 $2,013.74 360 1-Nov-28
4886119 LAGUNA HILLS CA 92653 SFD 7.125 6.500 $ 1,977.37 360 1-Dec-28
4886181 LAKEWOOD IL 60014 SFD 7.000 6.500 $ 2,980.56 360 1-Dec-28
4886340 SAN FRANCISCO CA 94122 SFD 7.500 6.500 $ 1,957.81 360 1-Dec-28
4886484 YONKERS NY 10710 SFD 7.375 6.500 $ 1,989.14 360 1-Dec-28
4886518 HALF MOON BAY CA 94019 SFD 7.000 6.500 $ 2,661.21 360 1-Dec-28
4886666 KETCHUM ID 83340 SFD 7.125 6.500 $ 1,212.70 360 1-Dec-28
4886740 BOISE ID 83702 SFD 7.125 6.500 $ 1,920.10 360 1-Dec-28
4886766 SAN MATEO CA 94402 SFD 7.125 6.500 $ 2,826.93 360 1-Dec-28
4886856 NESHANIC STATION NJ 08853 SFD 7.125 6.500 $1,933.58 360 1-Dec-28
4886960 SAN CARLOS CA 94070 SFD 7.250 6.500 $3,165.30 360 1-Nov-28
4886981 MISSION VIEJO CA 92692 SFD 7.125 6.500 $ 3,712.19 360 1-Dec-28
4887003 RENTON WA 98058 SFD 7.000 6.500 $ 1,904.10 360 1-Oct-28
4887012 TUCSON AZ 85750 SFD 7.250 6.500 $1,923.74 360 1-Nov-28
4887036 VALLEY CENTER CA 92082 SFD 7.000 6.500 $2,541.46 360 1-Dec-28
4887112 MENLO PARK CA 94025 SFD 7.125 6.500 $ 4,015.37 360 1-Dec-28
4887204 SAN RAMON CA 94583 LCO 7.750 6.500 $1,869.84 360 1-Jan-29
4887257 BURLINGAME CA 94010 SFD 7.375 6.500 $ 2,417.37 360 1-Jan-29
4887442 DACULA GA 30019 SFD 6.875 6.500 $ 1,761.23 360 1-Jan-29
4887885 PIEDMONT CA 94611 SFD 7.125 6.500 $ 4,015.37 360 1-Dec-28
4887969 SAN MATEO CA 94402 SFD 7.375 6.500 $ 2,265.42 360 1-Dec-28
4887993 LINCOLN PARK NJ 07035 SFD 7.875 6.500 $2,708.14 360 1-Jan-29
4888015 LA GRANGE IL 60525 SFD 8.125 6.500 $1,900.80 360 1-Jan-29
4888023 EL GRANADA CA 94018 SFD 7.375 6.500 $ 2,230.89 360 1-Dec-28
4888025 PLEASANTON CA 94588 SFD 7.250 6.500 $ 2,660.49 360 1-Dec-28
4888030 MILPITAS CA 95035 SFD 7.250 6.500 $2,544.52 360 1-Dec-28
4888032 MENLO PARK CA 94025 SFD 7.125 6.500 $3,705.46 360 1-Dec-28
4888051 VALLEY VILLAGE CA 91607 SFD 7.375 6.500 $ 2,862.85 360 1-Dec-28
4888141 CHARLESTON WV 25314 SFD 7.125 6.500 $ 4,026.82 360 1-Dec-28
4888156 SANTA BARBARA CA 93110 SFD 7.125 6.500 $2,671.30 360 1-Dec-28
4888183 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $1,899.87 360 1-Dec-28
4888402 IJAMSVILLE MD 21754 SFD 6.875 6.500 $ 1,876.85 360 1-Dec-28
4888434 BETHESDA MD 20814 SFD 7.125 6.500 $1,849.36 360 1-Dec-28
4888649 SNOHOMISH WA 98296 SFD 7.250 6.500 $2,095.65 360 1-Oct-28
4889232 WALTHAM MA 02154 SFD 7.000 6.500 $1,796.32 360 1-Dec-28
4889248 GRANITE BAY CA 95746 SFD 7.500 6.500 $2,120.02 360 1-Dec-28
4889366 SEAL BEACH CA 90740 SFD 7.125 6.500 $ 1,913.36 360 1-Nov-28
4889506 CUPERTINO CA 95014 SFD 7.125 6.500 $1,906.63 360 1-Dec-28
4889553 LAFAYETTE CA 94549 SFD 7.125 6.500 $ 3,116.29 360 1-Dec-28
4889601 LOS ANGELES CA 91607 SFD 7.375 6.500 $2,202.57 360 1-Dec-28
4889668 SAN JOSE CA 95129 SFD 7.375 6.500 $2,668.77 360 1-Nov-28
4890087 LOS ANGELES CA 90046 SFD 7.000 6.500 $3,559.37 360 1-Dec-28
4890185 TUMWATER WA 98512 SFD 7.000 6.500 $ 1,787.00 360 1-Dec-28
4890351 MANDEVILLE LA 70471 SFD 6.875 6.500 $ 1,688.31 360 1-Nov-28
4890416 FOUNTAIN HILLS AZ 85268 SFD 7.250 6.500 $2,146.74 300 1-Sep-23
4890564 NEW YORK NY 10022 COP 7.500 6.500 $ 1,957.81 360 1-Jan-29
4890592 MASSAPEQUA NY 11758 SFD 7.000 6.500 $1,663.26 360 1-Dec-28
4890673 COTO DE CAZA CA 92679 PUD 7.000 6.500 $ 3,306.56 360 1-Nov-28
4890729 PARKER CO 80138 SFD 6.875 6.500 $ 1,785.20 360 1-Nov-28
4890818 FAIR HAVEN NJ 07704 SFD 7.250 6.500 $ 2,726.66 360 1-Dec-28
4891010 PRINCETON JUNCTION NJ 08550 SFD 7.625 6.500 $ 2,349.88 360 1-Dec-28
4891064 SAN JOSE CA 95132 SFD 7.125 6.500 $1,886.42 360 1-Dec-28
4891103 SANTA MONICA CA 90402 SFD 7.125 6.500 $ 6,737.19 360 1-Dec-28
4891227 REDWOOD CITY CA 94063 SFD 7.375 6.500 $2,340.01 360 1-Dec-28
4891240 VILLA HILLS KY 41017 SFD 7.000 6.500 $1,649.95 360 1-Nov-28
4891253 LAKE MARY FL 32746 SFD 7.125 6.500 $ 3,405.28 347 1-Oct-27
4891357 CERRITOS CA 90703 SFD 7.000 6.500 $1,960.93 360 1-Dec-28
4891368 BEVERLY HILLS CA 90210 SFD 7.125 6.500 $ 4,379.17 360 1-Nov-28
4891494 JAMAICA NY 11432 SFD 7.750 6.500 $2,149.24 360 1-Jan-29
4891675 SAN JOSE CA 95124 SFD 7.000 6.500 $ 1,715.82 360 1-Dec-28
4891682 LITTLETON CO 80125 SFD 6.875 6.500 $ 2,299.26 360 1-Dec-28
4891716 POWAY CA 92064 SFD 6.875 6.500 $3,580.27 360 1-Dec-28
4891812 FREMONT CA 94539 SFD 7.000 6.500 $ 2,634.60 360 1-Nov-28
4891845 SOLANA BEACH CA 92075 SFD 7.500 6.500 $ 2,629.05 360 1-Oct-28
4891962 SAN JOSE CA 95129 SFD 7.625 6.500 $2,017.22 360 1-Jan-29
4891997 MASPETH NY 11378 MF2 7.125 6.500 $ 2,486.03 360 1-Dec-28
4892041 JUPITER FL 33478 SFD 7.125 6.500 $1,684.66 350 1-Jan-28
4892047 COUNTRYSIDE IL 60525 SFD 7.125 6.500 $2,128.96 360 1-Jan-29
4892077 ARLINGTON VA 22201 SFD 7.500 6.500 $2,313.49 360 1-Oct-28
4892111 BELVEDERE CA 94920 SFD 7.000 6.500 $5,966.77 360 1-Dec-28
4892189 VALENCIA CA 91355 PUD 7.375 6.500 $1,837.20 360 1-Oct-28
4892356 CAMPBELL CA 95008 SFD 7.000 6.500 $ 2,195.50 360 1-Nov-28
4892385 MONMOUTH JUNCTION NJ 08852 SFD 7.750 6.500 $ 2,174.74 360 1-Nov-28
4892396 LA JOLLA CA 92037 SFD 6.875 6.500 $3,404.21 360 1-Dec-28
4892459 SAN JOSE CA 95135 SFD 7.125 6.500 $ 2,024.53 360 1-Dec-28
4892478 SAN JOSE CA 95120 SFD 7.375 6.500 $1,906.27 360 1-Dec-28
4892486 CAMPBELL CA 95008 SFD 7.250 6.500 $ 2,387.62 360 1-Dec-28
4892495 CAMPBELL CA 95008 SFD 7.125 6.500 $ 1,819.05 360 1-Dec-28
4892532 SUNNYVALE CA 94087 SFD 7.000 6.500 $ 1,733.12 360 1-Dec-28
4892576 OAKLAND CA 94705 SFD 7.125 6.500 $ 2,490.74 360 1-Dec-28
4892592 MONTE SERENO CA 95030 SFD 7.500 6.500 $3,447.13 360 1-Dec-28
4892616 CULVER CITY CA 90230 SFD 7.375 6.500 $2,331.03 360 1-Dec-28
4892634 WEST HILLS CA 91304 SFD 7.500 6.500 $ 1,699.10 360 1-Dec-28
4892674 SAN JOSE CA 95134 SFD 7.375 6.500 $1,963.59 360 1-Dec-28
4892688 BURLINGAME CA 94010 SFD 7.250 6.500 $1,964.67 360 1-Dec-28
4892851 SAN JOSE CA 95124 SFD 7.125 6.500 $1,998.93 360 1-Dec-28
4892858 FREMONT CA 94536 SFD 7.125 6.500 $2,317.60 360 1-Dec-28
4892921 SAN DIEGO CA 92127 SFD 7.125 6.500 $ 1,959.18 360 1-Dec-28
4893055 SCOTTSDALE AZ 85260 SFD 6.875 6.500 $ 2,640.86 360 1-Dec-28
4893154 MALIBU CA 90265 SFD 7.250 6.500 $ 4,788.88 360 1-Dec-28
4893189 WILMINGTON NC 28412 SFD 7.375 6.500 $ 1,571.29 360 1-Nov-28
4893310 CUPERTINO CA 95014 SFD 7.000 6.500 $2,780.97 360 1-Dec-28
4893322 SAN JOSE CA 95129 SFD 7.000 6.500 $ 2,328.56 360 1-Dec-28
4893464 VALLEY STREAM NY 11580 SFD 7.375 6.500 $ 704.49 360 1-Dec-28
4893626 SAN JOSE CA 95120 SFD 7.125 6.500 $ 2,425.39 360 1-Dec-28
4893631 ESCONDIDO CA 92029 SFD 7.125 6.500 $ 1,792.10 360 1-Dec-28
4893687 MILLERSVILLE MD 21108 SFD 7.250 6.500 $2,019.24 360 1-Nov-28
4893727 MENLO PARK CA 94025 SFD 7.375 6.500 $ 2,313.77 360 1-Dec-28
4893862 MENLO PARK CA 94025 SFD 7.000 6.500 $4,304.51 360 1-Dec-28
4893869 CROWNSVILLE MD 21032 SFD 7.250 6.500 $1,850.06 360 1-Dec-28
4894057 SAN JOSE CA 95125 SFD 7.125 6.500 $2,055.69 240 1-Dec-18
4894161 SAN MARTIN CA 95046 SFD 7.125 6.500 $ 2,098.64 360 1-Dec-28
4894172 PALO ALTO CA 94301 SFD 7.000 6.500 $4,257.94 360 1-Dec-28
4894175 ATHERTON CA 94027 SFD 7.125 6.500 $ 2,115.48 360 1-Dec-28
4894181 SAN MATEO CA 94403 SFD 7.250 6.500 $ 2,563.98 240 1-Dec-18
4894194 FAIRPORT NY 14450 SFD 7.375 6.500 $ 545.64 360 1-Dec-28
4894195 REDWOOD CITY CA 94065 SFD 7.250 6.500 $ 1,796.18 360 1-Dec-28
4894383 LOS GATOS CA 95033 SFD 7.250 6.500 $ 2,728.71 360 1-Dec-28
4894505 STAMFORD CT 06903 SFD 6.875 6.500 $2,956.18 360 1-Dec-28
4894520 CARMEL IN 46032 SFD 6.875 6.500 $3,442.31 360 1-Dec-28
4894552 SAN MATEO CA 94403 SFD 6.875 6.500 $1,769.44 360 1-Dec-28
4894614 CASTLE ROCK CO 80104 SFD 7.000 6.500 $2,065.77 360 1-Jan-29
4894617 SAN FRANCISCO CA 94131 SFD 7.375 6.500 $2,707.45 360 1-Dec-28
4894700 SAN JOSE CA 95128 SFD 7.375 6.500 $ 2,203.26 360 1-Dec-28
4894704 NEW FAIRFIELD CT 06812 SFD 7.000 6.500 $ 2,538.80 360 1-Dec-28
4894786 MORGAN HILL CA 95037 SFD 7.000 6.500 $ 2,035.83 360 1-Dec-28
4894790 SAN JOSE CA 95120 SFD 7.000 6.500 $2,860.81 360 1-Nov-28
4894847 LEONIA NJ 07605 SFD 7.375 6.500 $1,864.82 360 1-Dec-28
4894993 OSSINING NY 10562 LCO 7.000 6.500 $1,990.59 360 1-Nov-28
4895013 SAN JOSE CA 95125 SFD 7.000 6.500 $ 1,669.91 360 1-Dec-28
4895058 YORBA LINDA CA 92887 SFD 7.125 6.500 $ 2,364.76 360 1-Dec-28
4895093 SAN JOSE CA 95126 SFD 7.000 6.500 $3,166.84 360 1-Dec-28
4895123 SAN RAFAEL CA 94901 SFD 7.375 6.500 $1,830.29 360 1-Dec-28
4895150 SAN JOSE CA 95125 SFD 7.000 6.500 $ 1,916.08 360 1-Dec-28
4895194 MILPITAS CA 95035 SFD 7.000 6.500 $ 2,240.74 360 1-Dec-28
4895203 SAN JOSE CA 95138 SFD 7.125 6.500 $ 4,325.28 360 1-Nov-28
4895204 LAKE GROVE NY 11755 SFD 7.125 6.500 $ 2,097.96 240 1-Jan-19
4895209 ANDERSON IN 46011 SFD 6.875 6.500 $ 2,414.21 360 1-Dec-28
4895377 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.500 $ 2,615.47 360 1-Dec-28
4895398 TRABUCO CANYON CA 92679 SFD 7.125 6.500 $ 2,499.50 360 1-Dec-28
4895444 SAN DIEGO CA 92109 LCO 7.750 6.500 $3,159.38 360 1-Dec-28
4895445 CASTRO VALLEY CA 94552 SFD 7.000 6.500 $ 2,005.89 360 1-Dec-28
4895551 SAN DIEGO CA 92130 SFD 7.750 6.500 $ 3,223.86 360 1-Dec-28
4895562 SANTA CLARA CA 95051 SFD 7.125 6.500 $ 1,941.32 360 1-Dec-28
4895574 DANVILLE CA 94506 SFD 7.125 6.500 $ 2,984.58 360 1-Dec-28
4895646 SAN MATEO CA 94403 SFD 7.125 6.500 $ 2,445.60 360 1-Dec-28
4895662 WALNUT CREEK CA 94598 SFD 6.875 6.500 $ 3,908.73 360 1-Dec-28
4895669 KENTFIELD CA 94904 SFD 7.000 6.500 $2,827.54 360 1-Dec-28
4895676 SAN FRANCISCO CA 94118 SFD 7.125 6.500 $ 3,513.45 360 1-Dec-28
4895716 RANCHO PALOS VERDES CA 90275 SFD 7.375 6.500 $2,092.75 360 1-Dec-28
4895806 FREMONT CA 94539 SFD 7.375 6.500 $3,695.12 360 1-Dec-28
4895824 LOS ANGELES CA 90069 SFD 7.375 6.500 $2,567.24 360 1-Dec-28
4895830 RANCHO PALOS VERDES CA 90275 SFD 7.375 6.500 $ 1,710.81 360 1-Dec-28
4895903 HENDERSON NV 89012 SFD 7.000 6.500 $ 1,733.78 360 1-Dec-28
4895962 DALY CITY CA 94015 SFD 7.375 6.500 $ 1,719.79 360 1-Dec-28
4896052 LOS GATOS CA 95032 SFD 7.250 6.500 $1,843.25 360 1-Dec-28
4896065 SAN DIEGO CA 92122 SFD 7.375 6.500 $ 1,787.13 360 1-Nov-28
4896077 PLEASANTON CA 94566 SFD 7.375 6.500 $2,025.76 360 1-Dec-28
4896143 SAN JOSE CA 95118 SFD 7.125 6.500 $1,894.83 360 1-Dec-28
4896173 RIVERSIDE IL 60546 SFD 7.250 6.500 $2,554.07 360 1-Nov-28
4896202 SARATOGA CA 95070 SFD 7.125 6.500 $ 2,155.90 360 1-Dec-28
4896272 SAN JOSE CA 95148 SFD 7.750 6.500 $ 1,970.14 360 1-Dec-28
4896314 SAN JUAN CAPISTRANO CA 92675 SFD 7.000 6.500 $5,495.40 360 1-Dec-28
4896356 PONTE VEDRA BEACH FL 32082 SFD 7.250 6.500 $ 3,069.80 360 1-Nov-28
4896529 NORTH BRUNSWICK NJ 08902 SFD 7.625 6.500 $1,978.99 360 1-Nov-28
4896542 DANVILLE CA 94526 SFD 7.125 6.500 $ 2,694.88 360 1-Dec-28
4896578 KENTFIELD CA 94904 SFD 7.000 6.500 $3,832.15 360 1-Nov-28
4896612 LOS GATOS CA 95030 SFD 7.000 6.500 $ 2,328.56 360 1-Dec-28
4896745 ALAMEDA CA 94502 SFD 6.875 6.500 $2,279.55 360 1-Dec-28
4896850 NASHVILLE TN 37215 SFD 7.500 6.500 $ 2,837.42 360 1-Dec-28
4896883 SAN FRANCISCO CA 94121 SFD 7.125 6.500 $ 1,751.67 360 1-Dec-28
4896888 PLEASANTON CA 94566 SFD 7.000 6.500 $1,796.32 360 1-Dec-28
4896944 MOUNTAIN VIEW CA 94040 SFD 7.000 6.500 $2,128.97 360 1-Dec-28
4896947 SUNNYVALE CA 94087 SFD 7.000 6.500 $1,696.53 360 1-Dec-28
4896956 SAN FRANCISCO CA 94122 SFD 7.000 6.500 $1,836.24 360 1-Dec-28
4896967 BURLINGAME CA 94010 SFD 7.000 6.500 $ 2,607.99 360 1-Dec-28
4897030 FREMONT CA 94539 SFD 7.000 6.500 $3,486.19 360 1-Dec-28
4897035 MORAGA CA 94556 SFD 7.250 6.500 $2,496.77 360 1-Dec-28
4897060 SAN FRANCISCO CA 94132 SFD 7.000 6.500 $2,085.73 360 1-Dec-28
4897101 NAPA CA 94559 SFD 7.250 6.500 $ 1,916.92 360 1-Dec-28
4897119 CASTRO VALLEY CA 94552 SFD 7.375 6.500 $ 2,223.98 360 1-Dec-28
4897171 LOS ALTOS CA 94024 SFD 7.000 6.500 $ 2,894.07 360 1-Dec-28
4897176 SAN RAFAEL CA 94901 SFD 7.000 6.500 $4,124.88 360 1-Dec-28
4897188 LOS GATOS CA 95032 SFD 7.250 6.500 $5,457.42 360 1-Dec-28
4897192 LOS ALTOS HILLS CA 94022 SFD 7.250 6.500 $4,775.24 360 1-Dec-28
4897209 LIVERMORE CA 94550 SFD 7.500 6.500 $ 1,817.96 360 1-Dec-28
4897335 CORTE MADERA CA 94925 SFD 7.000 6.500 $ 1,995.91 360 1-Dec-28
4897339 FREMONT CA 94539 SFD 7.125 6.500 $ 1,697.78 360 1-Dec-28
4897357 LOS ALTOS CA 94024 SFD 7.000 6.500 $ 2,687.83 360 1-Dec-28
4897411 SAN DIEGO CA 92128 SFD 6.875 6.500 $1,694.88 360 1-Dec-28
4897482 CUPERTINO CA 95014 SFD 7.000 6.500 $ 2,095.71 360 1-Dec-28
4897543 NEWTOWN PA 18940 SFD 6.875 6.500 $1,642.33 360 1-Nov-28
4897547 LOS ANGELES CA 90049 SFD 7.125 6.500 $4,581.29 360 1-Dec-28
4897550 YORBA LINDA CA 92886 SFD 7.500 6.500 $ 1,992.77 360 1-Dec-28
4897728 ALAMO CA 94507 SFD 7.000 6.500 $ 3,472.88 360 1-Dec-28
4897737 BURLINGAME CA 94010 SFD 6.875 6.500 $1,937.94 360 1-Dec-28
4897750 DANVILLE CA 94526 SFD 7.000 6.500 $4,031.74 360 1-Dec-28
4897754 FOSTER CITY CA 94404 SFD 7.000 6.500 $ 3,313.21 360 1-Dec-28
4897820 SAN JOSE CA 95129 SFD 7.375 6.500 $ 2,210.17 360 1-Dec-28
4897877 MUKILTEO WA 98275 SFD 6.875 6.500 $ 1,708.01 360 1-Nov-28
4897956 CALDWELL ID 83605 SFD 7.500 6.500 $ 2,167.56 360 1-Dec-28
4897980 JAMAICA ESTATES NY 11432 SFD 7.500 6.500 $ 1,971.79 360 1-Dec-28
4898005 BERKELEY CA 94708 SFD 7.000 6.500 $ 2,305.28 360 1-Dec-28
4898022 REDWOOD CITY CA 94065 SFD 6.875 6.500 $ 2,890.49 360 1-Dec-28
4898028 SARATOGA CA 95070 SFD 7.000 6.500 $ 3,844.46 360 1-Dec-28
4898029 OAKLAND CA 94705 SFD 6.875 6.500 $ 4,089.39 360 1-Dec-28
4898034 LOS GATOS CA 95030 SFD 7.000 6.500 $1,922.73 360 1-Dec-28
4898041 SAN JOSE CA 95129 SFD 7.000 6.500 $1,630.00 360 1-Dec-28
4898042 CUPERTINO CA 95014 SFD 7.000 6.500 $3,126.93 360 1-Dec-28
4898043 FREMONT CA 94539 SFD 6.875 6.500 $3,094.14 360 1-Dec-28
4898045 SAN FRANCISCO CA 94121 SFD 7.000 6.500 $ 2,947.30 360 1-Dec-28
4898049 SAN RAFAEL CA 94903 SFD 7.250 6.500 $ 2,244.36 360 1-Dec-28
4898057 SAN MATEO CA 94402 SFD 7.000 6.500 $2,651.24 360 1-Dec-28
4898073 BURLINGAME CA 94010 SFD 7.000 6.500 $1,802.97 360 1-Dec-28
4898083 MOUNTAIN VIEW CA 94040 SFD 7.000 6.500 $2,837.52 360 1-Dec-28
4898091 SAN JOSE CA 95125 SFD 7.000 6.500 $ 2,871.45 360 1-Dec-28
4898100 SAN FRANCISCO CA 94112 SFD 7.125 6.500 $1,827.80 360 1-Dec-28
4898105 SAN CLEMENTE CA 92673 SFD 7.250 6.500 $ 1,719.09 360 1-Dec-28
4898110 MENLO PARK CA 94025 SFD 6.875 6.500 $ 2,433.93 360 1-Dec-28
4898136 SAN FRANCISCO CA 94116 SFD 7.000 6.500 $1,689.87 360 1-Dec-28
4898146 GLENDALE NY 11385 SFD 7.000 6.500 $ 665.31 360 1-Jan-29
4898148 SAN JOSE CA 95129 SFD 7.000 6.500 $1,989.26 360 1-Dec-28
4898153 SAUSALITO CA 94965 SFD 7.000 6.500 $ 3,838.80 360 1-Dec-28
4898155 PLEASANTON CA 94566 SFD 7.250 6.500 $ 1,810.50 360 1-Dec-28
4898166 TOWN COUNTRY MO 63017 SFD 7.375 6.500 $1,864.82 360 1-Oct-28
4898188 PLEASANTON CA 94566 SFD 6.875 6.500 $3,087.57 360 1-Dec-28
4898204 SEATTLE WA 98109 SFD 7.250 6.500 $ 1,739.55 360 1-Oct-28
4898208 CARLSBAD CA 92009 SFD 6.875 6.500 $ 2,726.26 360 1-Dec-28
4898209 CUPERTINO CA 95014 SFD 6.875 6.500 $ 3,186.11 360 1-Dec-28
4898224 CUPERTINO CA 95016 SFD 7.000 6.500 $2,228.77 360 1-Dec-28
4898232 PLACENTIA CA 92870 SFD 7.000 6.500 $ 1,712.49 360 1-Oct-28
4898241 MOSS BEACH CA 94038 SFD 7.000 6.500 $4,989.77 360 1-Dec-28
4898255 SUNNYVALE CA 94086 SFD 7.125 6.500 $ 2,694.88 360 1-Dec-28
4898272 PALO ALTO CA 94306 SFD 7.000 6.500 $ 3,526.11 360 1-Dec-28
4898280 LOS GATOS CA 95030 SFD 7.000 6.500 $ 2,195.50 360 1-Dec-28
4898286 SAN FRANCISCO CA 94110 SFD 6.875 6.500 $1,832.84 360 1-Dec-28
4898325 MOSS BEACH CA 94038 SFD 7.000 6.500 $3,193.46 360 1-Dec-28
4898333 FREMONT CA 94539 SFD 7.000 6.500 $ 2,741.05 360 1-Dec-28
4898368 SCOTTS VALLEY CA 95066 SFD 7.125 6.500 $ 2,694.88 360 1-Dec-28
4898389 SUNNYVALE CA 94086 SFD 7.250 6.500 $2,033.57 360 1-Dec-28
4898397 LOS ALTOS CA 94024 SFD 6.875 6.500 $3,481.73 360 1-Dec-28
4898400 SAN JOSE CA 95118 PUD 7.875 6.500 $1,784.40 360 1-Aug-28
4898427 FOREST HILLS NY 11375 SFD 7.375 6.500 $ 2,762.71 360 1-Dec-28
4898467 CUPERTINO CA 95014 SFD 6.875 6.500 $ 2,463.49 360 1-Dec-28
4898475 MISSION VIEJO CA 92692 SFD 7.000 6.500 $ 1,776.36 360 1-Dec-28
4898514 DANVILLE CA 94506 SFD 7.125 6.500 $2,762.25 360 1-Dec-28
4898530 SAN JOSE CA 95118 SFD 7.125 6.500 $ 2,593.82 360 1-Dec-28
4898531 LOS ALTOS CA 94024 SFD 7.250 6.500 $2,592.27 360 1-Dec-28
4898539 OAKLAND CA 94602 SFD 7.125 6.500 $ 2,021.16 360 1-Dec-28
4898545 CARMEL CA 93921 SFD 7.250 6.500 $ 4,400.04 360 1-Dec-28
4898557 SUDBURY MA 01776 SFD 6.875 6.500 $3,166.40 360 1-Dec-28
4898605 MONUMENT CO 80132 SFD 6.875 6.500 $ 2,049.62 360 1-Dec-28
4898616 SAN MATEO CA 94403 SFD 7.000 6.500 $1,862.85 360 1-Dec-28
4898620 MOUNTAIN VIEW CA 94043 SFD 6.875 6.500 $ 2,102.18 360 1-Dec-28
4898621 SAN JOSE CA 95120 SFD 6.875 6.500 $1,642.33 360 1-Dec-28
4898628 SUNNYVALE CA 94087 SFD 7.000 6.500 $ 2,268.69 360 1-Dec-28
4898636 NEW CANAAN CT 06840 SFD 6.875 6.500 $ 3,186.11 360 1-Jan-29
4898639 SAN FRANCISCO CA 94115 LCO 7.000 6.500 $ 3,985.17 360 1-Dec-28
4898671 NORTH ANDOVER MA 01845 SFD 7.000 6.500 $ 1,995.91 360 1-Dec-28
4898672 NORTH ANDOVER MA 01845 SFD 7.000 6.500 $2,287.14 240 1-Dec-18
4898688 SAN MATEO CA 94402 SFD 7.250 6.500 $ 6,342.20 360 1-Dec-28
4898691 ORINDA CA 94563 SFD 7.000 6.500 $2,723.75 360 1-Dec-28
4898699 FREMONT CA 94536 SFD 7.125 6.500 $1,945.03 360 1-Dec-28
4898725 SAN RAFAEL CA 94901 SFD 7.375 6.500 $2,520.97 360 1-Dec-28
4898728 TARZANA CA 91356 SFD 7.500 6.500 $ 2,823.08 360 1-Nov-28
4898762 SAN JOSE CA 95138 SFD 7.000 6.500 $1,796.32 360 1-Dec-28
4898807 SAN CARLOS CA 94070 SFD 7.250 6.500 $ 2,196.61 360 1-Dec-28
4898894 SAN JOSE CA 95125 SFD 6.875 6.500 $ 2,699.98 360 1-Dec-28
4898899 OLD GREENWICH CT 06870 SFD 7.125 6.500 $ 2,506.24 360 1-Dec-28
4898927 BELMONT CA 94002 SFD 7.250 6.500 $ 1,991.75 240 1-Dec-18
4898933 MILLBRAE CA 94030 SFD 7.125 6.500 $ 2,068.32 360 1-Dec-28
4898948 SAN MATEO CA 94402 SFD 7.000 6.500 $2,124.98 360 1-Dec-28
4898968 LOS GATOS CA 95033 SFD 7.000 6.500 $ 3,176.16 360 1-Dec-28
4898977 PILOT HILL CA 95664 SFD 7.250 6.500 $ 3,745.15 360 1-Dec-28
4899023 LIVERMORE CA 94550 SFD 7.625 6.500 $ 1,953.52 360 1-Jan-29
4899062 MISSION VIEJO CA 92692 SFD 7.250 6.500 $1,760.02 360 1-Dec-28
4899064 PORTOLA VALLEY CA 94028 SFD 7.125 6.500 $3,685.25 360 1-Dec-28
4899066 NORTH CANTON OH 44720 SFD 7.625 6.500 $ 637.02 360 1-Jan-29
4899158 CUPERTINO CA 95014 SFD 6.875 6.500 $ 2,089.04 360 1-Dec-28
4899172 CUPERTINO CA 95014 SFD 6.875 6.500 $ 3,462.02 360 1-Dec-28
4899178 SAN JOSE CA 95133 SFD 7.250 6.500 $1,978.32 360 1-Nov-28
4899207 MOUNTAIN VIEW CA 94040 SFD 6.875 6.500 $ 2,299.26 360 1-Dec-28
4899210 SANTA CRUZ CA 95062 SFD 7.500 6.500 $ 1,957.81 360 1-Dec-28
4899251 PLEASANTON CA 94566 SFD 7.000 6.500 $ 3,182.81 360 1-Dec-28
4899256 REDWOOD CITY CA 94065 SFD 7.375 6.500 $ 1,775.04 360 1-Dec-28
4899271 PALO ALTO CA 94306 SFD 7.375 6.500 $1,956.69 360 1-Dec-28
4899312 CUPERTINO CA 95014 SFD 7.000 6.500 $2,827.54 360 1-Dec-28
4899346 SAN JOSE CA 95131 SFD 7.125 6.500 $ 1,637.14 360 1-Dec-28
4899430 MONTCLAIR NJ 07042 SFD 7.875 6.500 $ 1,825.37 360 1-Dec-28
4899469 MONTE SERENO CA 95030 SFD 7.250 6.500 $4,243.14 360 1-Nov-28
4899591 BEVERLY HILLS CA 90211 SFD 7.000 6.500 $1,829.59 360 1-Nov-28
4899646 READINGTON NJ 08822 SFD 7.375 6.500 $ 1,851.01 360 1-Dec-28
4899689 LOS GATOS CA 95032 SFD 7.125 6.500 $ 3,368.60 360 1-Dec-28
4899958 ALAMEDA CA 94502 SFD 7.000 6.500 $2,122.32 360 1-Dec-28
4899982 WOODSIDE CA 94062 SFD 7.000 6.500 $ 6,320.37 360 1-Nov-28
4900158 SANTA ANA CA 92705 SFD 7.000 6.500 $3,858.76 360 1-Dec-28
4900218 SHREWSBURY MA 01545 SFD 7.875 6.500 $ 1,825.37 360 1-Dec-28
4900268 SAN JOSE CA 95128 SFD 7.000 6.500 $ 2,478.26 360 1-Dec-28
4900444 SANTA BARBARA CA 93105 SFD 7.500 6.500 $ 1,817.96 360 1-Dec-28
4900541 NOVATO CA 94945 SFD 7.375 6.500 $3,108.04 360 1-Dec-28
4900559 CAMPBELL CA 95008 SFD 7.000 6.500 $ 1,995.91 360 1-Nov-28
4900605 CROWNSVILLE MD 21032 SFD 7.500 6.500 $ 2,497.94 360 1-Oct-28
4900629 PHOENIX AZ 85020 SFD 7.375 6.500 $2,538.58 360 1-Oct-28
4900656 PHOENIX AZ 85018 SFD 7.375 6.500 $ 2,486.43 360 1-Oct-28
4900758 PHOENIX AZ 85255 SFD 6.625 6.358 $1,654.09 360 1-Dec-28
4900826 MILLBRAE CA 94030 SFD 6.875 6.500 $ 2,069.33 360 1-Oct-28
4900848 MCMURRAY PA 15317 SFD 7.125 6.500 $ 498.56 360 1-Dec-28
4900894 STUDIO CITY CA 91604 SFD 7.250 6.500 $2,655.38 360 1-Dec-28
4900976 OTIS OR 97368 SFD 7.250 6.500 $ 1,705.46 360 1-Oct-28
4901114 SAN JOSE CA 95125 SFD 7.500 6.500 $2,027.73 360 1-Dec-28
4901155 TEWKSBURY NJ 08833 SFD 7.625 6.500 $ 3,317.79 360 1-Oct-28
4901400 HAYWARD CA 94542 SFD 7.875 6.500 $1,834.43 360 1-Dec-28
4901491 SAN MATEO CA 94402 SFD 7.250 6.500 $4,331.82 360 1-Dec-28
4901503 SARATOGA CA 95070 SFD 7.250 6.500 $2,878.79 360 1-Dec-28
4901513 FREMONT CA 94539 SFD 7.125 6.500 $3,206.91 360 1-Dec-28
4901613 REDWOOD CITY CA 94065 SFD 6.875 6.500 $2,594.87 360 1-Dec-28
4901618 BURLINGAME CA 94010 SFD 6.875 6.500 $ 2,759.11 360 1-Dec-28
4901733 SANTA BARBARA CA 93110 LCO 7.750 6.500 $1,746.26 360 1-Jan-29
4901737 WHITE PLAINS NY 10605 SFD 7.500 6.500 $ 1,153.71 360 1-Dec-28
4901917 CLAYTON MO 63105 SFD 7.375 6.500 $2,479.53 360 1-Dec-28
4901951 SARATOGA CA 95070 SFD 6.875 6.500 $ 3,179.54 360 1-Dec-28
4901962 SAN JOSE CA 95125 SFD 6.875 6.500 $ 1,773.71 360 1-Dec-28
4902089 DANVILLE CA 94526 SFD 7.750 6.500 $2,564.76 360 1-Dec-28
4902095 SAN GERONIMO CA 94963 SFD 7.250 6.500 $ 1,841.88 360 1-Dec-28
4902155 DANVILLE CA 94526 SFD 7.125 6.500 $ 2,667.93 360 1-Dec-28
4902303 SANTA BARBARA CA 93103 SFD 7.125 6.500 $2,304.12 360 1-Dec-28
4902579 FREMONT CA 94538 SFD 7.000 6.500 $1,796.32 360 1-Dec-28
4902775 RUIDOSO AREA NM 88345 SFD 7.750 6.500 $ 2,751.02 360 1-Dec-28
4902809 MARTINEZ CA 94553 SFD 7.375 6.500 $1,899.36 360 1-Dec-28
4903071 GREENWICH CT 06830 SFD 7.125 6.500 $5,389.75 360 1-Dec-28
4903168 ESCONDIDO CA 92029 SFD 6.875 6.500 $2,752.54 360 1-Oct-28
4903364 CUMMING GA 30041 SFD 7.375 6.500 $ 2,210.17 360 1-Nov-28
4903408 FREMONT CA 94539 SFD 6.875 6.500 $2,450.35 360 1-Dec-28
4903547 NORWELL MA 02061 SFD 7.375 6.500 $ 2,486.43 360 1-Nov-28
4903562 SAN MATEO CA 94402 SFD 8.000 6.500 $1,995.84 360 1-Dec-28
4903580 PARKLAND FL 33067 SFD 7.000 6.500 $ 1,902.77 360 1-Dec-28
4903657 LOS ANGELES CA 90024 HCO 7.500 6.500 $1,940.33 360 1-Dec-28
4903715 SAN FRANCISCO CA 94116 SFD 7.000 6.500 $ 1,743.10 360 1-Dec-28
4903922 APPLE VALLEY MN 55124 SFD 6.875 6.500 $ 1,316.49 360 1-Jan-29
4904141 NORTH PALM BEACH FL 33408 HCO 8.000 6.500 $ 275.17 360 1-Dec-28
4904188 CORTLANDT MANOR NY 10566 SFD 6.750 6.483 $ 1,712.30 360 1-Jan-29
4904555 ARVADA CO 80005 SFD 7.375 6.500 $ 1,781.95 360 1-Dec-28
4904735 BAYSIDE NY 11361 SFD 8.000 6.500 $2,047.21 360 1-Dec-28
4904869 ROLLING HILLS ESTATES CA 90274 SFD 7.000 6.500 $ 2,428.36 360 1-Dec-28
4905259 HUNTINGTON BEACH CA 92648 SFD 7.375 6.500 $2,299.61 360 1-Dec-28
4905671 CASTRO VALLEY CA 94546 SFD 7.875 6.500 $ 1,856.18 360 1-Jan-29
4905699 LOS GATOS CA 95030 SFD 7.000 6.500 $ 2,443.66 360 1-Dec-28
4905786 WOODMERE NY 11598 SFD 7.000 6.500 $ 1,655.28 360 1-Dec-28
4905800 CUPERTINO CA 95014 SFD 7.000 6.500 $ 1,995.91 360 1-Dec-28
4905811 LOS ALTOS CA 94024 SFD 7.000 6.500 $ 2,594.68 360 1-Dec-28
4906082 POST FALLS ID 83854 SFD 7.125 6.500 $ 2,694.87 360 1-Nov-28
4906140 LONG GROVE IL 60047 SFD 7.000 6.500 $4,324.13 360 1-Dec-28
4906168 CUPERTINO CA 95014 SFD 7.250 6.500 $2,428.55 360 1-Dec-28
4906383 FREMONT CA 94539 SFD 8.000 6.500 $ 3,815.58 360 1-Dec-28
4906437 ENCINO CA 91436 SFD 7.125 6.500 $2,882.17 360 1-Dec-28
4906649 MOUNTAIN VIEW CA 94040 SFD 7.000 6.500 $1,603.38 360 1-Dec-28
4906736 LOS ANGELES CA 90045 SFD 7.125 6.500 $ 2,506.24 360 1-Dec-28
4906944 TULSA OK 74105 SFD 6.750 6.483 $ 2,811.68 360 1-Jan-29
4907057 HUNTINGTON BEACH CA 92646 SFD 7.250 6.500 $ 1,725.91 360 1-Dec-28
4907247 SALT LAKE CITY UT 84102 SFD 7.000 6.500 $2,128.97 360 1-Dec-28
4908012 YORBA LINDA CA 92886 SFD 7.500 6.500 $2,223.51 360 1-Nov-28
4908051 FREMONT CA 94539 SFD 7.000 6.500 $ 1,955.99 360 1-Dec-28
4908268 TAMPA FL 33624 SFD 7.625 6.500 $ 467.15 360 1-Dec-28
4908419 SARATOGA CA 95070 SFD 7.625 6.500 $ 3,822.09 360 1-Dec-28
4908700 ARCADIA CA 91007 SFD 7.000 6.500 $ 1,669.91 360 1-Dec-28
4909128 LOS ANGELES CA 90048 SFD 7.125 6.500 $ 1,771.88 360 1-Dec-28
4909500 IRVINE CA 92720 SFD 6.875 6.500 $1,806.23 360 1-Dec-28
4909591 NEW YORK NY 10017 COP 8.000 6.500 $ 642.04 360 1-Nov-28
4909623 LEAWOOD KS 66209 SFD 7.750 6.500 $1,862.68 360 1-Dec-28
4909633 SAN JOSE CA 95130 SFD 7.125 6.500 $ 1,751.67 360 1-Nov-28
4909698 ALAMO CA 94507 SFD 7.000 6.500 $ 1,896.12 360 1-Nov-28
4909772 SAN MARINO CA 91108 SFD 7.125 6.500 $2,863.31 360 1-Nov-28
4909896 SAN JOSE CA 95118 SFD 7.250 6.500 $ 1,674.75 360 1-Dec-28
4910165 MILLBURN NJ 07041 SFD 7.875 6.500 $ 1,015.10 360 1-Nov-28
4910274 GREENEHAVEN AZ 86040 SFD 7.500 6.500 $1,922.84 360 1-Nov-28
4910476 LOS ANGELES CA 90045 SFD 7.625 6.500 $1,995.98 360 1-Dec-28
4910511 HUNTINGTON BEACH CA 92646 SFD 7.375 6.500 $1,902.82 360 1-Dec-28
4910827 PLANO TX 75093 SFD 7.875 6.500 $ 7,116.56 360 1-Nov-28
4910915 KINGSTON MA 02364 SFD 7.250 6.500 $ 2,285.29 360 1-Dec-28
4911059 BROOKEVILLE MD 20833 SFD 7.125 6.500 $ 1,911.21 360 1-Nov-28
4911250 SEATTLE WA 98105 SFD 7.125 6.500 $ 2,425.39 360 1-Nov-28
4911862 NEW YORK NY 10011 COP 7.625 6.500 $2,947.97 360 1-Jan-29
4912057 MOUNTAINSIDE NJ 07092 SFD 7.250 6.500 $ 1,841.88 360 1-Dec-28
4912082 OSSINING NY 10562 SFD 7.375 6.500 $ 2,511.30 360 1-Jan-29
4912108 MUTTONTOWN NY 11791 SFD 7.000 6.500 $ 2,308.60 360 1-Nov-28
4912282 SALT LAKE CITY UT 84108 SFD 7.375 6.500 $ 2,121.76 360 1-Nov-28
4912451 WILMINGTON DE 19802 SFD 7.500 6.500 $ 562.87 360 1-Dec-28
4912467 SAN JOSE CA 95117 SFD 7.875 6.500 $1,863.43 360 1-Dec-28
4912883 MIAMI FL 33143 SFD 7.500 6.500 $ 1,743.15 360 1-Dec-28
4913105 ANAHEIM CA 92807 SFD 7.250 6.500 $ 1,787.31 360 1-Dec-28
4913320 OAK PARK IL 60302 SFD 7.125 6.500 $ 2,358.02 360 1-Dec-28
4913321 JACKSONVILLE FL 32259 SFD 7.000 6.500 $1,760.40 360 1-Nov-28
4913324 BOTHELL WA 98011 SFD 7.375 6.500 $ 2,020.23 360 1-Sep-28
4913427 LOS ANGELES CA 90025 LCO 7.125 6.500 $1,802.20 360 1-Nov-28
4913535 OYSTER BAY COVE NY 11771 SFD 7.250 6.500 $ 2,251.19 360 1-Oct-28
4914145 SHERBORN MA 01770 SFD 7.000 6.500 $3,556.04 360 1-Dec-28
4914188 FRAMINGHAM MA 01702 SFD 7.000 6.500 $ 1,995.91 360 1-Dec-28
4914221 AURORA IL 60504 SFD 7.750 6.500 $ 1,779.57 360 1-Nov-28
4914274 SAN JOSE CA 95135 SFD 7.750 6.500 $3,143.26 360 1-Dec-28
4914689 UNION CITY CA 94587 SFD 7.125 6.500 $ 1,771.88 360 1-Nov-28
4915001 MANHATTAN BEACH CA 90266 LCO 7.250 6.500 $3,001.58 360 1-Oct-28
4915151 BERKELEY LAKE GA 30096 SFD 7.625 6.500 $2,186.38 360 1-Dec-28
4915613 ARLINGTON WA 98223 SFD 7.500 6.500 $ 1,887.53 360 1-Dec-28
4915622 JACKSON WY 83001 SFD 7.500 6.500 $1,922.84 360 1-Dec-28
4915625 HUNTINGTON BEACH CA 92648 PUD 7.625 6.500 $ 2,356.96 360 1-Jan-29
4915864 ROSWELL GA 30076 SFD 7.125 6.500 $ 2,191.61 360 1-Dec-28
4915964 SALT LAKE CITY UT 84121 SFD 7.250 6.500 $ 1,091.49 360 1-Dec-28
4915984 NEW CITY NY 10956 SFD 7.625 6.500 $ 778.57 360 1-Dec-28
4916106 MANASSAS VA 21235 SFD 7.375 6.500 $ 2,417.37 360 1-Dec-28
4916157 ALEXANDRIA VA 22312 SFD 7.875 6.500 $1,928.69 360 1-Dec-28
4916459 SHERMAN CT 06784 SFD 7.500 6.500 $3,697.45 360 1-Dec-28
4916486 PACIFICA CA 94044 SFD 7.125 6.500 $ 1,914.71 360 1-Nov-28
4916495 IRVINE CA 92620 PUD 7.250 6.500 $2,237.54 360 1-Nov-28
4916661 SAN JUAN CAPISTRANO CA 92675 SFD 7.125 6.500 $ 1,771.88 360 1-Nov-28
4917275 NEWPORT BEACH CA 92663 SFD 7.125 6.500 $ 1,751.67 360 1-Nov-28
4917313 OSTERVILLE MA 02655 SFD 7.000 6.500 $3,991.82 360 1-Dec-28
4917404 HUNTINGTON BEACH CA 92648 SFD 7.250 6.500 $2,210.26 360 1-Nov-28
4917446 BRENTWOOD TN 37027 SFD 7.000 6.500 $ 1,856.19 360 1-Dec-28
4917474 POTOMAC MD 20854 SFD 7.500 6.500 $1,865.30 360 1-Dec-28
4917558 LOS ANGELES CA 90210 SFD 7.125 6.500 $ 3,846.94 360 1-Nov-28
4917636 FOSTER CITY CA 94404 SFD 6.875 6.500 $ 3,038.96 360 1-Nov-28
4917680 IRVINE CA 92604 SFD 7.125 6.500 $2,108.59 300 1-Nov-23
4917825 LOS ANGELES CA 91364 SFD 7.125 6.500 $ 2,038.00 360 1-Nov-28
4917830 SANTA ROSA CA 95401 SFD 7.375 6.500 $2,534.78 360 1-Nov-28
4917842 LOS ANGELES CA 90077 SFD 7.125 6.500 $ 2,775.73 360 1-Nov-28
4917876 CARMEL IN 46032 SFD 7.375 6.500 $ 2,047.86 360 1-Dec-28
4917963 EDMONDS WA 98020 SFD 7.500 6.500 $2,321.40 360 1-Dec-28
4918108 THOUSAND OAKS CA 91362 SFD 7.125 6.500 $ 2,047.44 360 1-Nov-28
4918142 SAN PEDRO AREA CA 90732 SFD 7.125 6.500 $1,684.30 360 1-Nov-28
4918417 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.500 $ 2,411.50 360 1-Nov-28
4918418 DUXBURY MA 02332 SFD 7.250 6.500 $ 2,011.74 360 1-Nov-28
4918463 SIMI VALLEY CA 93065 PUD 7.250 6.500 $ 2,646.85 360 1-Nov-28
4918596 BOXFORD MA 01921 SFD 6.875 6.500 $2,822.17 360 1-Dec-28
4918750 NORTH HOLLYWOOD AREA CA 91607 SFD 7.250 6.500 $ 2,172.74 360 1-Nov-28
4918762 WHITE HOUSE STATION NJ 08889 SFD 7.625 6.500 $ 920.14 360 1-Jan-29
4918766 CHINO HILLS CA 91709 SFD 7.250 6.500 $ 1,916.92 360 1-Nov-28
4919093 SANTA MONICA CA 90403 SFD 7.125 6.500 $2,010.38 360 1-Nov-28
4919097 GLENDALE CA 91206 SFD 7.125 6.500 $ 1,920.10 360 1-Nov-28
4919269 BEDFORD HILLS NY 10507 SFD 7.125 6.500 $3,705.45 360 1-Oct-28
4919350 SAG HARBOR NY 11963 SFD 7.375 6.500 $ 1,554.02 360 1-Dec-28
4919427 ANAHEIM CA 92808 SFD 7.250 6.500 $1,766.84 360 1-Dec-28
4920510 FAYETTEVILLE AR 72703 SFD 7.000 6.500 $ 1,618.02 360 1-Nov-28
4921207 RANCHO PALOS VERDE CA 90274 SFD 7.250 6.500 $2,077.23 360 1-Nov-28
4921213 HUNTINGTON BEACH CA 92648 SFD 7.000 6.500 $ 1,857.53 360 1-Nov-28
4921243 WESTLAKE VILLAGE AREA CA 91361 SFD 7.250 6.500 $ 2,073.82 360 1-Nov-28
4921252 THOUSAND OAKS CA 91362 SFD 7.250 6.500 $ 2,108.61 360 1-Nov-28
4921414 EL CAJON CA 92019 SFD 7.750 6.500 $1,740.88 360 1-Nov-28
4921529 NASHVILLE TN 37215 SFD 7.625 6.500 $ 7,028.40 360 1-Jan-29
4921887 PACIFICA CA 94044 SFD 7.250 6.500 $1,820.73 360 1-Nov-28
4921892 LOS ANGELES CA 91324 SFD 7.250 6.500 $ 1,773.66 360 1-Nov-28
4921913 REDONDO BEACH CA 90278 SFD 7.250 6.500 $2,124.30 360 1-Nov-28
4922001 EL SEGUNDO CA 90245 SFD 7.125 6.500 $ 1,704.51 360 1-Nov-28
4922022 FULLERTON CA 92835 SFD 7.250 6.500 $ 1,841.88 360 1-Nov-28
4922024 WEST HILLS CA 91304 SFD 7.250 6.500 $ 1,773.66 360 1-Nov-28
4922035 SAN DIMAS CA 91773 SFD 7.250 6.500 $1,760.02 360 1-Nov-28
4922037 TEMECULA CA 92590 SFD 7.250 6.500 $ 1,705.45 360 1-Nov-28
4922041 SOUTH RIDING VA 20152 SFD 6.875 6.500 $ 1,970.79 360 1-Dec-28
4922074 SAN JOSE CA 95134 SFD 7.250 6.500 $1,903.28 360 1-Nov-28
4922079 LONG BEACH CA 90803 SFD 7.250 6.500 $2,039.71 360 1-Nov-28
4922095 LAGUNA HILLS CA 92653 SFD 7.250 6.500 $ 1,659.74 360 1-Nov-28
4922097 YORBA LINDA CA 92887 SFD 7.250 6.500 $ 1,691.80 360 1-Nov-28
4922106 ATLANTA GA 30324 SFD 6.875 6.500 $2,135.02 360 1-Nov-28
4922109 LOS ANGELES CA 90056 SFD 7.250 6.500 $ 2,933.36 360 1-Nov-28
4922127 RANCHO PALOS VERDE CA 90275 SFD 7.875 6.500 $2,882.16 360 1-Nov-28
4922135 CHINO HILLS CA 91709 SFD 7.125 6.500 $1,832.52 360 1-Nov-28
4922139 RANCHO PALOS VERDES CA 90275 SFD 7.125 6.500 $ 1,852.73 360 1-Nov-28
4922147 GRANITE BAY CA 95746 SFD 7.125 6.500 $ 2,950.89 360 1-Nov-28
4922194 LOS ANGELES CA 90066 SFD 7.250 6.500 $ 1,869.17 360 1-Nov-28
4922195 SAN JOSE CA 95117 SFD 7.250 6.500 $ 1,722.50 360 1-Nov-28
4922201 IRVINE CA 92606 SFD 7.125 6.500 $ 2,854.89 360 1-Nov-28
4922203 TIBURON CA 94920 SFD 7.125 6.500 $ 2,213.17 360 1-Nov-28
4922211 LONG BEACH CA 90807 SFD 7.250 6.500 $ 2,708.24 360 1-Nov-28
4922214 HERMOSA BEACH CA 90254 LCO 7.250 6.500 $ 2,049.94 360 1-Nov-28
4922653 MILPITAS CA 95035 LCO 6.875 6.500 $ 1,679.12 360 1-Dec-28
4922686 CALABASAS CA 91302 SFD 7.000 6.500 $ 2,993.87 360 1-Nov-28
4922693 YARDLEY PA 19067 SFD 7.875 6.500 $ 1,972.19 360 1-Nov-28
4922707 TRABUCO CANYON CA 92679 SFD 7.875 6.500 $ 2,581.25 360 1-Nov-28
4922715 SANTA MONICA CA 90405 SFD 7.250 6.500 $ 2,240.95 360 1-Nov-28
4923565 SARATOGA CA 95070 SFD 7.875 6.500 $ 2,675.51 360 1-Jan-29
4923625 JACKSONVILLE FL 32277 SFD 7.250 6.500 $2,019.92 360 1-Dec-28
4923759 MISSION VIEJO CA 92692 SFD 7.375 6.500 $ 1,810.96 360 1-Nov-28
4923766 NEWTONVILLE MA 02160 SFD 7.875 6.500 $1,984.88 360 1-Dec-28
4923883 HOUSTON TX 77024 SFD 6.875 6.500 $1,609.48 360 1-Nov-28
4923908 WOODSIDE NY 11377 MF2 7.750 6.500 $2,643.57 360 1-Jan-29
4924043 FORT WASHINGTON MD 20744 SFD 8.000 6.500 $ 2,311.36 360 1-Dec-28
4924100 NORTHRIDGE CA 91325 SFD 7.000 6.500 $1,796.32 360 1-Nov-28
4924103 SAN DIEGO CA 92130 SFD 7.875 6.500 $ 2,787.17 360 1-Nov-28
4924117 GRANADA HILLS CA 91344 SFD 7.125 6.500 $1,876.98 360 1-Nov-28
4924126 LOS ANGELES CA 90035 SFD 6.875 6.500 $1,734.30 360 1-Dec-28
4924214 GREEN VILLAGE NJ 07935 SFD 8.125 6.500 $ 2,338.87 360 1-Dec-28
4924378 DEERFIELD BEACH FL 33441 SFD 7.625 6.500 $ 637.02 360 1-Dec-28
4924501 SAN DIMAS CA 91773 SFD 7.375 6.500 $ 2,113.47 360 1-Dec-28
4924509 LA PALMA CA 90623 SFD 7.000 6.500 $1,663.59 360 1-Nov-28
4924514 REDONDO BEACH CA 90278 SFD 7.250 6.500 $ 1,705.45 360 1-Nov-28
4924880 STATEN ISLAND NY 10301 SFD 7.750 6.500 $4,002.13 240 1-Jan-19
4924890 LA CANADA FLINTRIDGE CA 91011 SFD 7.125 6.500 $ 2,853.20 360 1-Nov-28
4925070 CASTRO VALLEY CA 94552 SFD 7.125 6.500 $1,839.26 360 1-Nov-28
4925074 LAGUNA NIGUEL CA 92677 SFD 7.000 6.500 $ 1,703.18 360 1-Dec-28
4925240 GREAT FALLS VA 22066 SFD 7.500 6.500 $3,943.57 360 1-Dec-28
4925270 FORT WORTH TX 76109 SFD 7.375 6.500 $3,601.87 360 1-Nov-28
4925460 WAYNE NJ 07470 SFD 7.375 6.500 $ 3,936.37 240 1-Nov-18
4925774 WINDERMERE FL 34786 SFD 7.625 6.500 $ 2,791.54 360 1-Dec-28
4925806 SUWANEE GA 30024 SFD 7.250 6.500 $ 2,329.63 360 1-Dec-28
4925826 CYPRESS CA 90630 SFD 7.250 6.500 $2,217.08 360 1-Nov-28
4925830 ARROYO GRANDE CA 93420 SFD 7.000 6.500 $ 2,429.02 360 1-Nov-28
4925836 SAN DIEGO CA 92128 SFD 7.250 6.500 $1,760.02 360 1-Dec-28
4925847 NORTHRIDGE CA 91326 SFD 7.000 6.500 $ 1,759.73 360 1-Dec-28
4926253 HERMITAGE PA 16148 SFD 7.750 6.500 $2,235.21 360 1-Jan-29
4926824 NAPLES FL 34102 SFD 7.250 6.500 $ 2,046.53 360 1-Dec-28
4927181 LOS ANGELES CA 90069 SFD 7.750 6.500 $2,364.17 360 1-Nov-28
4927204 LOS ANGELES CA 91326 SFD 7.625 6.500 $2,095.78 360 1-Nov-28
4927207 SILVERTHORNE CO 80498 SFD 7.125 6.500 $2,457.06 360 1-Dec-28
4927350 RIDGEFIELD CT 06877 SFD 7.875 6.500 $ 1,914.19 360 1-Jan-29
4927389 ORANGE CA 92869 SFD 7.875 6.500 $1,969.29 360 1-Dec-28
4928134 SAN DIEGO CA 92107 SFD 7.000 6.500 $ 1,769.71 360 1-Dec-28
4928136 AGOURA HILLS CA 91301 SFD 7.250 6.500 $ 2,053.36 360 1-Nov-28
4928189 BOCA RATON FL 33496 SFD 7.375 6.500 $2,613.34 360 1-Dec-28
4928273 LA MESA CA 91941 SFD 7.625 6.500 $2,576.37 360 1-Jan-29
4928528 WESTON FL 33326 SFD 7.250 6.500 $ 1,869.17 360 1-Dec-28
4928598 ANNAPOLIS MD 21401 SFD 7.000 6.500 $ 1,946.01 360 1-Dec-28
4928908 WASHINGTON CT 06793 SFD 7.250 6.500 $ 2,026.06 360 1-Dec-28
4928949 WESTPORT CT 06880 SFD 7.000 6.500 $ 4,324.47 360 1-Dec-28
4928971 LAGUNA BEACH CA 92651 LCO 7.125 6.500 $ 1,697.78 360 1-Dec-28
4928977 TACOMA WA 98422 SFD 7.250 6.500 $ 1,855.52 360 1-Dec-28
4929134 AMITYVILLE NY 11701 SFD 7.125 6.500 $ 505.29 360 1-Jan-29
4929265 CORONA NY 11368 MF2 8.000 6.500 $ 2,350.99 360 1-Jan-29
4929779 SOUTHBOROUGH MA 01772 SFD 7.375 6.500 $2,458.81 360 1-Jan-29
4929981 MORGAN HILL CA 95037 SFD 7.500 6.500 $ 2,370.34 360 1-Jan-29
4929997 CALABASAS AREA CA 91302 SFD 7.000 6.500 $ 4,324.47 360 1-Dec-28
4930025 LOS ANGELES PLAYA DEL RECA 90293 SFD 7.375 6.500 $ 3,177.11 360 1-Dec-28
4930149 SUWANEE GA 30024 SFD 7.625 6.500 $2,356.25 360 1-Dec-28
4930287 FULLERTON CA 92633 SFD 7.875 6.500 $ 2,157.81 360 1-Jan-29
4930414 SALEM OR 97302 SFD 6.625 6.358 $ 1,075.73 360 1-Jan-29
4930545 SAN JOSE CA 95112 SFD 7.625 6.500 $ 2,158.78 360 1-Jan-29
4930759 MIAMI FL 33133 SFD 7.375 6.500 $ 2,320.67 360 1-Jan-29
4930765 BETHESDA MD 20816 LCO 7.500 6.500 $ 1,952.21 360 1-Jan-29
4931148 ANNAPOLIS MD 21403 SFD 6.500 6.233 $ 1,991.02 360 1-Jan-29
4931219 DEARBORN MI 48124 SFD 7.875 6.500 $1,835.88 360 1-Dec-28
4931349 ACTON CA 93510 SFD 7.250 6.500 $ 1,957.85 360 1-Dec-28
4931391 FREMONT CA 94539 SFD 7.000 6.500 $3,326.51 360 1-Nov-28
4931403 SARATOGA CA 95070 SFD 7.125 6.500 $ 3,368.59 360 1-Nov-28
4931918 GILROY CA 95020 SFD 7.375 6.500 $2,149.73 360 1-Jan-29
4932125 SIMI VALLEY CA 93065 SFD 7.750 6.500 $ 1,971.57 360 1-Oct-28
4932367 LIVERMORE CA 94550 SFD 7.750 6.500 $ 2,063.27 360 1-Jan-29
4932601 ROSLYN HEIGHTS NY 11577 SFD 7.500 6.500 $2,936.71 360 1-Jan-29
4932993 MOUNTAIN VIEW CA 94040 SFD 7.375 6.500 $2,935.37 360 1-Jan-29
4933745 CARMICHAEL CA 95608 SFD 7.000 6.500 $1,962.64 360 1-Dec-28
4933821 PRINCETON NJ 08540 SFD 7.250 6.500 $1,904.64 360 1-Nov-28
4934493 SARATOGA CA 95070 SFD 7.625 6.500 $ 6,370.15 360 1-Jan-29
4934756 HOLLYWOOD FL 33312 SFD 7.625 6.500 $2,477.28 360 1-Jan-29
4934779 PLANTATION FL 33324 SFD 7.125 6.500 $1,886.42 360 1-Jan-29
4935411 VALDOSTA GA 31602 SFD 7.125 6.500 $ 1,704.51 360 1-Jan-29
4935631 WELLESLEY MA 02181 SFD 6.750 6.483 $ 2,205.24 360 1-Jan-29
4936265 GUILFORD CT 06437 SFD 7.375 6.500 $2,745.44 360 1-Jan-29
4936304 RICHMOND CA 94801 SFD 7.000 6.500 $ 2,095.71 360 1-Jan-29
4936315 LIVERMORE CA 94550 SFD 6.750 6.483 $2,010.66 360 1-Jan-29
4936574 MIDDLETON MA 01949 SFD 6.500 6.233 $2,433.15 360 1-Nov-28
4936585 HUNTSVILLE AL 35803 SFD 6.875 6.500 $ 1,579.62 360 1-Oct-28
4936707 HOLLIES NY 11423 SFD 7.625 6.500 $2,012.97 360 1-Nov-28
4936722 ELBERT CO 80106 SFD 6.500 6.233 $1,883.56 360 1-Oct-28
4936731 CLARENDON HILLS IL 60514 SFD 7.250 6.500 $2,182.97 360 1-Nov-28
4936745 LANCASTER PA 17601 SFD 7.250 6.500 $1,896.46 360 1-Oct-28
4937065 HARROD OH 45850 SFD 7.375 6.500 $1,864.83 360 1-Nov-28
4937133 TEMPLE TX 76502 SFD 7.250 6.500 $ 1,695.21 360 1-Oct-28
4937170 HARAHAN LA 70123 SFD 8.625 6.500 $ 2,302.26 360 1-Nov-28
4937202 TEMECULA CA 92591 SFD 7.625 6.500 $ 1,850.18 360 1-Dec-28
4937220 BENNINGTON NE 68007 SFD 7.625 6.500 $3,397.41 360 1-Nov-28
4937240 ANAHEIM CA 92808 PUD 7.625 6.500 $2,250.79 360 1-Dec-28
4937261 AGOURA AREA CA 91301 SFD 7.750 6.500 $ 2,428.64 360 1-Dec-28
4937333 MILLSTONE TOWNSHIP NJ 07728 SFD 7.625 6.500 $2,279.10 360 1-Dec-28
4937513 SAINT LOUIS MO 63017 SFD 6.625 6.358 $2,356.35 360 1-Jan-29
4937602 BROWNSVILLE TX 78520 SFD 6.875 6.500 $2,056.19 360 1-Jan-29
4937662 PRAIRIEVILLE LA 70769 SFD 6.875 6.500 $ 1,839.41 360 1-Oct-28
4937715 EDMOND OK 73034 SFD 7.875 6.500 $2,882.16 360 1-Nov-28
4937814 WINCHESTER MA 01890 SFD 7.000 6.500 $2,102.36 360 1-Nov-28
4937903 GRAFTON WI 53024 SFD 7.125 6.500 $ 2,145.79 360 1-Oct-28
4937912 CUMMING GA 30040 SFD 6.875 6.500 $ 1,970.79 360 1-Nov-28
4937922 SAN CLEMENTE CA 92673 SFD 7.625 6.500 $2,123.38 360 1-Oct-28
4938174 CAMBRIDGE MA 02138 SFD 7.125 6.500 $ 4,264.64 360 1-Oct-28
4938483 ENCINITAS CA 92024 SFD 7.625 6.500 $1,992.44 360 1-Mar-28
4938543 ENCINITAS CA 92024 SFD 7.625 6.500 $1,896.89 360 1-Sep-28
4938761 OWINGS MILLS MD 21117 SFD 7.000 6.500 $2,661.22 360 1-Oct-28
4938779 SAN BRUNO CA 94066 SFD 7.625 6.500 $1,925.20 360 1-Nov-28
4939111 KERNERSVILLE NC 27284 SFD 6.750 6.483 $1,880.94 360 1-Nov-28
4939209 ARLINGTON VA 22205 SFD 7.625 6.500 $ 1,953.51 360 1-Oct-28
4939254 MISSION VIEJO CA 92691 PUD 7.625 6.500 $ 2,165.85 360 1-Dec-28
4939264 VALENCIA CA 91354 SFD 7.625 6.500 $ 2,548.06 360 1-Dec-28
4939281 CARLSBAD CA 92009 SFD 7.625 6.500 $ 2,158.77 360 1-Oct-28
4939312 MISSION VIEJO CA 92692 SFD 7.750 6.500 $ 2,095.51 360 1-Dec-28
4939540 IRVINE CA 92614 PUD 7.625 6.500 $ 2,300.33 360 1-Dec-28
4940122 SAN RAFAEL CA 94901 SFD 7.625 6.500 $5,046.57 360 1-Jan-29
4940174 LOS ANGELES CA 90068 SFD 7.625 6.500 $2,272.73 360 1-Dec-28
4940181 SANTA MONICA CA 90405 SFD 7.625 6.500 $2,109.23 360 1-Jan-29
4940282 NEWPORT BEACH CA 92663 PUD 7.625 6.500 $ 1,875.66 360 1-Dec-28
4940749 HUNTINGTON BEACH CA 92649 SFD 7.625 6.500 $ 2,746.24 360 1-Dec-28
4941173 PASADENA CA 91105 SFD 7.000 6.500 $ 2,661.21 360 1-Jan-29
4942169 SAN CARLOS CA 94070 SFD 7.250 6.500 $ 2,870.60 360 1-Jan-29
4942669 CAMARILLO CA 93010 SFD 7.750 6.500 $2,041.78 360 1-Dec-28
4943011 LOS ALTOS CA 94024 SFD 7.125 6.500 $ 2,964.37 360 1-Jan-29
4943134 TUCSON AZ 85718 SFD 6.750 6.483 $1,906.88 360 1-Jan-29
4943487 PLEASANTON CA 94566 SFD 7.250 6.500 $2,258.01 360 1-Jan-29
4944441 MISSION HILLS KS 66208 SFD 7.125 6.500 $ 2,500.84 360 1-Jan-29
4944808 CAMPBELL CA 95008 SFD 7.375 6.500 $ 1,885.55 360 1-Jan-29
4945433 CONCORD CA 94521 SFD 7.500 6.500 $2,192.74 360 1-Jan-29
4946061 MILL VALLEY CA 94941 LCO 7.125 6.500 $1,744.94 360 1-Jan-29
4946378 BLOOMINGDALE IL 60440 SFD 7.125 6.500 $ 1,977.37 360 1-Jan-29
4946789 ALEXANDRIA VA 22301 SFD 7.125 6.500 $ 2,058.89 360 1-Jan-29
4947705 COLD SPRING NY 10516 SFD 7.000 6.500 $1,942.69 360 1-Jan-29
4948289 SAN JOSE CA 95134 SFD 7.375 6.500 $ 2,265.42 360 1-Jan-29
4948922 AUSTIN TX 78746 SFD 7.000 6.500 $ 2,470.94 360 1-Jan-29
4951828 SAN CLEMENTE CA 92673 SFD 7.000 6.500 $2,363.15 360 1-Jan-29
6413435 MINNETONKA MN 55305 SFD 6.750 6.483 $2,319.26 360 1-Nov-28
6496839 OMAHA NE 68124 SFD 7.125 6.500 $5,255.00 360 1-Dec-28
6513442 FORT COLLINS CO 80525 PUD 6.750 6.483 $ 2,303.82 360 1-Nov-28
6514127 PARADISE VALLEY AZ 85253 SFD 7.250 6.500 $3,744.12 360 1-Nov-28
6553877 CHARLOTTE NC 28207 SFD 6.625 6.358 $ 4,097.99 360 1-Oct-28
6582535 OMAHA NE 68130 SFD 7.000 6.500 $ 2,860.80 360 1-Nov-28
6602714 PAYSON AZ 85541 SFD 7.500 6.500 $1,966.54 360 1-Dec-28
6700469 CANTON MA 02021 SFD 6.875 6.500 $ 2,791.95 360 1-Nov-28
6703418 MEDINA MN 55369 SFD 7.000 6.500 $2,122.65 360 1-Nov-28
6727015 UPLAND CA 91786 SFD 6.625 6.358 $2,458.79 360 1-Dec-28
6783376 COLLEYVILLE TX 76034 SFD 7.125 6.500 $ 1,681.60 360 1-Nov-28
6809791 LINDON UT 84042 SFD 7.250 6.500 $2,182.96 360 1-Nov-28
6812150 PHOENIX AZ 85045 PUD 6.875 6.500 $1,666.69 360 1-Dec-28
6812803 ANDOVER MA 01810 SFD 6.750 6.483 $3,108.08 360 1-Nov-28
6813436 DAVIDSON NC 28036 SFD 7.125 6.500 $ 1,788.72 360 1-Dec-28
6816531 CHANDLER AZ 85225 SFD 7.250 6.500 $1,942.50 360 1-Dec-28
6816996 RIVERVALE NJ 07675 SFD 7.250 6.500 $ 2,728.71 360 1-Oct-28
6831348 JAMISON PA 18929 SFD 7.000 6.500 $2,058.50 360 1-Nov-28
6835757 HADDONFIELD NJ 08033 SFD 7.250 6.500 $2,182.96 360 1-Dec-28
6838561 LANDENBERG PA 19350 SFD 6.750 6.483 $1,686.36 360 1-Nov-28
6839966 SHOREWOOD MN 55331 SFD 6.875 6.500 $1,905.09 360 1-Nov-28
6841169 EDEN PRAIRIE MN 55347 SFD 6.625 6.358 $1,640.22 360 1-Nov-28
6844812 BERTHOUD CO 80513 PUD 6.875 6.500 $1,890.90 360 1-Nov-28
6847041 DOYLESTOWN PA 18901 SFD 7.375 6.500 $ 1,768.13 360 1-Nov-28
6876634 VIEWTOWN VA 22746 SFD 7.375 6.500 $2,691.56 360 1-Nov-28
6888520 BENICIA CA 94510 SFD 6.875 6.500 $ 1,798.91 360 1-Dec-28
6888659 ATLANTA GA 30319 SFD 7.000 6.500 $1,663.26 360 1-Dec-28
6889843 MUKILTEO WA 98275 PUD 7.375 6.500 $ 1,929.75 360 1-Dec-28
6892179 NEWPORT COAST CA 92647 PUD 6.875 6.500 $ 3,689.97 360 1-Dec-28
6893347 RINGWOOD NJ 07456 SFD 7.500 6.500 $1,852.92 360 1-Nov-28
6898302 ESCONDIDO CA 92027 SFD 7.500 6.500 $ 2,032.62 360 1-Nov-28
6904407 LAS VEGAS NV 89117 SFD 7.250 6.500 $2,128.73 360 1-Nov-28
6908058 CAMARILLO CA 93010 SFD 7.000 6.500 $ 2,003.23 360 1-Nov-28
6914766 ARCADIA CA 91006 SFD 7.000 6.500 $2,914.02 360 1-Nov-28
6917645 SAN MARCOS CA 92069 SFD 7.375 6.500 $ 2,169.41 360 1-Dec-28
6919322 MILLERSVILLE MD 21108 SFD 7.250 6.500 $2,120.89 360 1-Nov-28
6919733 WALNUT CREEK CA 94596 SFD 7.250 6.500 $ 3,056.15 360 1-Nov-28
6919873 EL PASO TX 79912 SFD 7.750 6.500 $ 1,773.12 360 1-Nov-28
6920720 MONTGOMERY TWP NJ 08558 SFD 7.625 6.500 $ 2,512.67 360 1-Dec-28
6927698 CLARKSVILLE MD 21029 SFD 7.250 6.500 $ 1,945.91 360 1-Nov-28
6930091 SANTA CLARA CA 95051 SFD 6.875 6.500 $1,609.48 360 1-Nov-28
6931106 CHINO HILLS CA 91709 SFD 7.375 6.500 $2,065.12 360 1-Nov-28
6933756 MITCHELLVILLE MD 20721 PUD 7.375 6.500 $ 1,871.38 360 1-Dec-28
6936730 WESTBORO MA 01581 SFD 7.500 6.500 $ 2,949.29 360 1-Oct-28
6942373 SAN DIEGO CA 92128 PUD 7.375 6.500 $ 2,529.94 360 1-Nov-28
6949910 HERNDON VA 20171 SFD 6.750 6.483 $ 1,956.50 360 1-Dec-28
6955764 CAMARILLO CA 93010 SFD 6.875 6.500 $ 1,785.86 360 1-Dec-28
6957588 MORGAN HILL CA 95037 PUD 7.000 6.500 $ 3,388.59 360 1-Dec-28
6959348 CARLSBAD CA 92009 SFD 6.750 6.483 $2,107.94 360 1-Nov-28
6963809 RUMSON NJ 07760 SFD 7.250 6.500 $1,964.67 360 1-Nov-28
6964925 CHESTER NJ 07930 SFD 7.250 6.500 $ 3,404.06 360 1-Nov-28
6965136 SAN LEANDRO CA 94579 SFD 7.000 6.500 $ 1,743.76 360 1-Nov-28
6972309 SOUTH RIDING VA 20152 SFD 6.875 6.500 $1,938.93 360 1-Dec-28
6972344 SANTA CLARITA CA 91351 SFD 7.625 6.500 $ 3,111.11 360 1-Dec-28
6980036 LAKEWOOD CO 80228 SFD 7.125 6.500 $ 1,751.67 360 1-Aug-28
6982897 TUSTIN CA 92782 SFD 6.500 6.233 $2,078.81 360 1-Nov-28
6987792 CHINO HILLS CA 91709 SFD 7.750 6.500 $ 1,764.52 360 1-Nov-28
6989082 EDEN PRAIRIE MN 55344 SFD 7.875 6.500 $ 1,741.25 360 1-Nov-28
7000479 CARLSBAD CA 92009 PUD 7.250 6.500 $2,422.91 360 1-Nov-28
7034825 ABERDEEN MD 21001 SFD 7.000 6.500 $1,902.43 360 1-Nov-28
7041899 CARLSBAD CA 92009 LCO 6.875 6.500 $ 1,604.55 360 1-Nov-28
7056431 JOHNSTON IA 50131 SFD 7.125 6.500 $ 3,233.85 360 1-Aug-28
7062205 SCOTTSDALE AZ 85262 SFD 7.375 6.500 $2,843.51 360 1-Nov-28
7076416 ALISO VIEJO CA 92656 SFD 7.125 6.500 $ 2,694.87 360 1-Nov-28
7083188 DEEPHAVEN MN 55331 SFD 7.250 6.500 $ 5,900.82 360 1-Oct-28
7096632 MORGAN HILL CA 95037 SFD 6.625 6.358 $ 2,200.11 360 1-Dec-28
7113564 GILROY CA 95020 SFD 6.750 6.483 $1,994.34 360 1-Nov-28
7116118 ENGLEWOOD CO 80110 SFD 7.125 6.500 $ 6,602.44 360 1-Sep-28
7117134 SAN MARINO CA 91108 SFD 7.250 6.500 $ 6,548.89 360 1-Nov-28
7117922 ALBUQUERQUE NM 87111 SFD 7.500 6.500 $ 1,912.35 360 1-Oct-28
7118340 FRISCO CO 80443 SFD 7.500 6.500 $ 2,882.86 360 1-Dec-28
7119665 GIG HARBOR WA 98329 SFD 7.250 6.500 $1,846.65 360 1-Sep-28
7119989 UNION CITY CA 94587 SFD 7.375 6.500 $ 1,885.54 360 1-Nov-28
7121842 SAN JOSE CA 95123 SFD 7.250 6.500 $ 2,742.69 360 1-Nov-28
7128634 SEA ISLE CITY NJ 08243 LCO 7.250 6.500 $ 2,302.35 360 1-Oct-28
7135645 MAPLE GROVE MN 55369 SFD 6.875 6.500 $ 2,530.49 360 1-Dec-28
7150609 LAGUNA NIGUEL CA 92677 SFD 6.500 6.233 $ 2,958.71 360 1-Dec-28
7166612 LONE TREE CO 80124 PUD 6.750 6.483 $ 1,945.79 360 1-Sep-28
7175670 SUNNYVALE CA 94086 SFD 7.250 6.500 $2,837.85 360 1-Dec-28
7179779 REDMOND WA 98053 PUD 7.250 6.500 $ 2,902.92 360 1-Nov-28
7180251 LIBERTY UT 84310 SFD 7.500 6.500 $1,887.88 360 1-Sep-28
7184844 CHELAN WA 98816 SFD 7.250 6.500 $ 1,875.98 360 1-Dec-28
7200498 ATLANTA GA 30306 SFD 6.875 6.500 $1,839.40 360 1-Nov-28
7202678 SAN DIEGO CA 92129 SFD 7.500 6.500 $2,081.56 360 1-Dec-28
7203897 VOORHEES NJ 08043 SFD 7.125 6.500 $ 1,852.73 360 1-Oct-28
7212316 BRECKENRIDGE CO 80424 LCO 7.250 6.500 $ 1,915.28 360 1-Nov-28
7213515 TACOMA WA 98407 SFD 7.250 6.500 $ 1,991.95 360 1-Nov-28
7213902 OLYMPIA WA 98502 SFD 6.750 6.483 $ 1,767.43 360 1-Dec-28
7221667 MORRIS TOWNSHIP NJ 07960 SFD 7.250 6.500 $1,893.72 360 1-Dec-28
7224402 CARY NC 27513 SFD 6.750 6.483 $ 2,237.66 360 1-Oct-28
7224445 FAIR HAVEN NJ 07704 SFD 7.375 6.500 $2,762.70 360 1-Dec-28
7225271 GREAT FALLS VA 22066 PUD 7.375 6.500 $2,373.16 360 1-Dec-28
7226543 EASTON MA 02356 SFD 7.375 6.500 $ 1,989.14 360 1-Dec-28
7227037 BARRINGTON IL 60010 SFD 7.000 6.500 $ 4,045.04 360 1-Oct-28
7228119 BEAVER CREEK CO 81620 LCO 7.000 6.500 $ 6,653.03 360 1-Nov-28
7229102 FLOWERY BRANCH GA 30542 SFD 7.250 6.500 $ 2,028.79 360 1-Nov-28
7231502 PHOENIX AZ 85023 SFD 7.500 6.500 $ 1,817.96 360 1-Dec-28
7231795 HUNTINGTON BEACH CA 92648 PUD 7.375 6.500 $3,018.25 360 1-Dec-28
7231812 PALATINE IL 60067 SFD 7.250 6.500 $ 2,032.89 360 1-Dec-28
7235922 EAGAN MN 55121 SFD 7.000 6.500 $ 2,494.88 360 1-Oct-28
7237106 RIVERSWOOD IL 60015 SFD 7.000 6.500 $ 1,995.91 360 1-Nov-28
7239581 RENO NV 89511 PUD 7.125 6.500 $ 3,368.59 360 1-Nov-28
7239821 MIDDLEBURG VA 20117 SFD 7.500 6.500 $1,873.89 360 1-Dec-28
7239867 ROSWELL GA 30075 SFD 7.000 6.500 $ 1,641.63 360 1-Nov-28
7239891 MEDFIELD MA 02052 SFD 7.250 6.500 $ 1,691.80 360 1-Nov-28
7242140 WASHINGTON DC 20015 PUD 7.250 6.500 $2,483.12 360 1-Nov-28
7249074 LINO LAKES MN 55014 SFD 7.000 6.500 $ 1,695.19 360 1-Nov-28
7249426 BOULDER CO 80302 SFD 6.875 6.500 $ 2,016.77 360 1-Nov-28
7251238 WHEATRIDGE CO 80033 SFD 7.000 6.500 $2,500.87 360 1-Nov-28
7257425 COCKEYSVILLE MD 21030 SFD 7.125 6.500 $ 3,233.85 360 1-Nov-28
7258528 GREEN BAY WI 54311 SFD 7.250 6.500 $ 3,342.66 360 1-Nov-28
7258568 DE PERE WI 54115 SFD 7.375 6.500 $ 3,453.38 360 1-Nov-28
7258596 POTOMAC MD 20854 SFD 7.125 6.500 $ 1,933.57 360 1-Nov-28
7258635 ECLECTIC AL 36024 SFD 7.000 6.500 $ 5,322.42 360 1-Nov-28
7261995 DANVILLE CA 94526 SFD 6.875 6.500 $1,609.48 360 1-Nov-28
7264318 DELRAY BEACH FL 33483 PUD 7.500 6.500 $ 2,097.64 360 1-Dec-28
7267861 MENLO PARK CA 94025 SFD 7.000 6.500 $ 2,195.50 360 1-Nov-28
7270035 PHOENIX AZ 85028 PUD 7.375 6.500 $2,251.60 360 1-Nov-28
7276280 LOS ANGELES CA 90045 SFD 7.250 6.500 $2,592.27 360 1-Nov-28
7281466 PALO ALTO CA 94303 SFD 7.125 6.500 $ 3,840.20 360 1-Dec-28
7282200 ARVADA CO 80007 SFD 7.000 6.500 $2,655.89 360 1-Dec-28
7283139 KILDEER IL 60047 SFD 7.000 6.500 $ 2,927.34 360 1-Dec-28
7283915 PARADISE VALLEY AZ 85253 SFD 8.000 6.500 $ 3,384.49 360 1-Dec-28
7285558 MILL VALLEY CA 94941 SFD 6.875 6.500 $ 2,581.73 360 1-Nov-28
7292160 RED WING MN 55066 SFD 7.250 6.500 $1,886.22 360 1-Dec-28
7292930 MOORPARK CA 93021 SFD 6.750 6.483 $1,909.47 360 1-Nov-28
7293107 ROSELAND NJ 07068 SFD 6.875 6.500 $ 1,944.51 360 1-Dec-28
7293309 PHOENIX AZ 85018 SFD 7.250 6.500 $ 2,650.94 360 1-Nov-28
7294631 SAN JOSE CA 95123 SFD 7.625 6.500 $1,740.66 360 1-Nov-28
7294884 PORTLAND OR 97229 SFD 6.875 6.500 $ 1,872.25 360 1-Nov-28
7294889 ALAMOGORDO NM 88310 SFD 7.125 6.500 $1,623.66 360 1-Nov-28
7295118 WAYNE NJ 07470 SFD 7.125 6.500 $2,054.97 300 1-Nov-23
7296615 CINCINNATI OH 45246 SFD 7.000 6.500 $3,957.88 360 1-Nov-28
7297347 CHAGRIN FALLS OH 44022 SFD 7.250 6.500 $ 3,280.46 360 1-Nov-28
7297876 LAFAYETTE CA 94549 SFD 6.875 6.500 $ 1,708.01 360 1-Nov-28
7298008 SAINT HELENA CA 94574 SFD 7.000 6.500 $4,241.30 360 1-Nov-28
7298411 BARRINGTON IL 60010 SFD 7.000 6.500 $ 2,940.64 360 1-Dec-28
7298663 HUDSON OH 44236 SFD 7.250 6.500 $ 1,777.07 360 1-Dec-28
7298927 BARRINGTON IL 60010 PUD 7.250 6.500 $ 1,865.72 360 1-Dec-28
7299409 WHEATON IL 60187 SFD 6.875 6.500 $ 1,970.79 360 1-Nov-28
7299437 SANTA CRUZ CA 95060 SFD 7.000 6.500 $1,789.66 360 1-Dec-28
7299470 BROOKLYN NY 11211 SFD 7.500 6.500 $ 2,069.67 360 1-Nov-28
7300593 LAKEWOOD CO 80215 SFD 7.125 6.500 $1,635.93 360 1-Nov-28
7300734 SAN DIEGO CA 92130 SFD 6.875 6.500 $1,937.94 360 1-Nov-28
7300954 LAGUNA NIGUEL CA 92677 PUD 7.125 6.500 $ 2,290.64 360 1-Nov-28
7302353 SAN JOSE CA 95125 SFD 6.875 6.500 $ 3,859.46 360 1-Nov-28
7302356 ALTADENA AREA CA 91001 SFD 6.625 6.358 $ 1,965.75 360 1-Nov-28
7308790 PLYMOUTH MN 55447 SFD 7.125 6.500 $2,041.37 360 1-Nov-28
7308885 SOQUEL CA 95073 SFD 7.000 6.500 $ 1,846.21 360 1-Nov-28
7309680 PARK CITY UT 84060 PUD 7.500 6.500 $1,796.98 360 1-Nov-28
7310963 SCOTTSDALE AZ 85259 SFD 7.125 6.500 $ 2,155.90 360 1-Nov-28
7311102 MARIETTA GA 30067 PUD 6.875 6.500 $1,822.98 360 1-Nov-28
7311127 SAN DIEGO CA 92104 SFD 6.875 6.500 $ 1,602.91 360 1-Nov-28
7311153 SAN JOSE CA 95135 SFD 6.875 6.500 $ 2,299.25 360 1-Nov-28
7311482 HAYWARD CA 94542 PUD 7.000 6.500 $ 1,661.26 360 1-Nov-28
7311708 BEVERLY HILLS CA 90210 SFD 7.000 6.500 $ 3,279.94 360 1-Nov-28
7311998 NEWBURY OH 44065 SFD 7.125 6.500 $1,665.43 360 1-Dec-28
7312092 PHOENIX AZ 85016 SFD 7.125 6.500 $ 2,021.16 360 1-Nov-28
7314126 TWINSBURG OH 44087 SFD 7.250 6.500 $1,649.50 360 1-Nov-28
7314794 WHEATON IL 60187 SFD 7.125 6.500 $2,048.10 360 1-Nov-28
7316107 REDWOOD CITY CA 94062 SFD 7.000 6.500 $ 2,222.11 360 1-Nov-28
7316432 CANTON MA 02021 SFD 7.000 6.500 $2,188.85 360 1-Nov-28
7317502 COSTA MESA CA 92627 SFD 6.875 6.500 $ 1,655.46 360 1-Nov-28
7318191 AGOURA HILLS CA 91301 SFD 7.750 6.500 $2,779.68 360 1-Dec-28
7318231 ROLLA MO 65401 SFD 7.125 6.500 $1,643.87 360 1-Dec-28
7318383 ALPHARETTA GA 30004 SFD 7.375 6.500 $ 1,721.85 360 1-Nov-28
7318531 DENVER CO 80209 SFD 7.000 6.500 $2,970.58 360 1-Nov-28
7319912 WEST DES MOINES IA 50265 SFD 6.875 6.500 $2,200.71 360 1-Dec-28
7321385 SADDLE RIVER NJ 07458 SFD 7.125 6.500 $ 6,063.47 360 1-Nov-28
7323009 CHERRY HILL NJ 08003 SFD 7.750 6.500 $ 2,435.80 360 1-Nov-28
7323046 WASHINGTON DC 20015 SFD 7.375 6.500 $ 1,751.55 360 1-Nov-28
7324214 GRANITE BAY CA 95746 SFD 6.750 6.483 $ 1,893.91 360 1-Nov-28
7324345 CALABASAS CA 91302 PUD 7.250 6.500 $ 2,453.83 360 1-Nov-28
7325173 EAST BRADFORD TWP PA 19382 SFD 7.375 6.500 $ 2,279.23 360 1-Dec-28
7325783 THOUSAND OAKS CA 91361 PUD 6.875 6.500 $3,501.43 360 1-Nov-28
7327272 YORBA LINDA CA 92886 SFD 7.250 6.500 $ 1,664.51 360 1-Nov-28
7328664 WALNUT CREEK CA 94596 SFD 7.250 6.500 $ 1,991.95 360 1-Dec-28
7329476 ALPHARETTA GA 30022 PUD 7.500 6.500 $1,933.33 360 1-Nov-28
7330005 CAMERON PARK CA 95762 PUD 7.125 6.500 $1,738.34 360 1-Nov-28
7330245 ALBUQUERQUE NM 87122 SFD 7.375 6.500 $ 2,233.78 360 1-Nov-28
7330313 PORTLAND OR 97236 SFD 7.000 6.500 $1,635.98 360 1-Nov-28
7330729 STONE HARBOR NJ 08247 SFD 7.000 6.500 $ 2,661.21 360 1-Nov-28
7333051 SIMI VALLEY CA 93063 SFD 7.125 6.500 $ 1,650.61 360 1-Nov-28
7336753 WOODINVILLE WA 98072 PUD 6.625 6.358 $2,241.09 360 1-Nov-28
7336815 EDEN PRAIRIE MN 55347 SFD 7.375 6.500 $2,707.45 360 1-Nov-28
7337003 EASTON PA 18045 SFD 7.250 6.500 $ 1,657.69 360 1-Nov-28
7337091 SANTA ANA CA 92705 SFD 7.000 6.500 $2,421.70 360 1-Dec-28
7337237 HAMPTON NH 03842 SFD 8.125 6.500 $2,439.10 360 1-Nov-28
7337403 GLEN ELLYN IL 60137 SFD 6.750 6.483 $ 2,734.49 360 1-Dec-28
7337720 WAYZATA MN 55391 SFD 6.875 6.500 $ 2,089.03 360 1-Dec-28
7338616 SAN JOSE CA 95120 SFD 6.750 6.483 $1,887.42 360 1-Dec-28
7339565 SOUTHBORO MA 01772 SFD 7.000 6.500 $ 2,245.40 360 1-Nov-28
7340022 FREMONT CA 94539 SFD 7.000 6.500 $2,400.41 360 1-Nov-28
7341402 OTTSVILLE PA 18942 SFD 6.625 6.358 $2,894.21 360 1-Dec-28
7341978 LOS ANGELES CA 90024 SFD 7.000 6.500 $1,829.58 360 1-Dec-28
7342056 REDWOOD CITY CA 94061 LCO 7.000 6.500 $2,102.36 360 1-Nov-28
7343613 MAPLE VALLEY WA 98038 SFD 7.125 6.500 $ 1,751.67 360 1-Nov-28
7343815 ANAHEIM CA 92807 SFD 6.625 6.358 $1,652.00 360 1-Nov-28
7344149 PLEASANTON CA 94566 SFD 6.875 6.500 $2,458.16 360 1-Dec-28
7346384 CHAPEL HILL NC 27514 PUD 7.000 6.500 $2,653.76 360 1-Nov-28
7347005 MILL VALLEY CA 94941 SFD 7.000 6.500 $1,829.58 360 1-Dec-28
7347971 OMAHA NE 68130 PUD 7.125 6.500 $ 2,088.53 360 1-Dec-28
7348926 ALAMO CA 94507 SFD 6.875 6.500 $2,012.83 360 1-Dec-28
7349153 ANGOLA IN 46703 SFD 7.375 6.500 $2,762.70 360 1-Dec-28
7349677 ALEXANDRIA VA 22310 SFD 6.875 6.500 $ 2,374.80 360 1-Dec-28
7350052 NORTH OAKS MN 55127 PUD 6.750 6.483 $4,215.89 360 1-Nov-28
7350127 VILLA PARK CA 92861 SFD 7.000 6.500 $2,641.25 360 1-Nov-28
7350195 MILL VALLEY CA 94941 SFD 7.000 6.500 $ 2,920.68 360 1-Nov-28
7350451 ENCINO CA 91436 SFD 7.000 6.500 $2,202.15 360 1-Dec-28
7350876 LAFAYETTE CO 80026 PUD 6.875 6.500 $1,683.05 360 1-Nov-28
7352038 LYNCHBURG VA 24503 SFD 7.000 6.500 $ 2,667.86 360 1-Nov-28
7352731 PACIFICA CA 94044 SFD 6.875 6.500 $2,601.44 360 1-Dec-28
7352757 SAN FRANCISCO CA 94117 SFD 7.000 6.500 $ 2,328.56 360 1-Nov-28
7353958 REDWOOD CITY CA 94065 PUD 6.750 6.483 $2,927.12 360 1-Nov-28
7354666 LAGUNA BEACH CA 92651 SFD 6.875 6.500 $ 5,262.00 360 1-Dec-28
7355642 CHARLOTTE NC 28207 SFD 7.000 6.500 $2,597.34 360 1-Dec-28
7356144 LOS ANGELES CA 90046 SFD 7.250 6.500 $ 2,114.75 360 1-Dec-28
7356186 RADNOR PA 19087 SFD 6.875 6.500 $1,740.86 360 1-Nov-28
7356409 HILLSBOROUGH CA 94010 SFD 6.875 6.500 $3,054.72 360 1-Nov-28
7356418 KENSINGTON MD 20895 SFD 6.875 6.500 $ 1,797.85 360 1-Dec-28
7356421 PARK RIDGE IL 60068 SFD 7.125 6.500 $ 1,657.28 360 1-Dec-28
7356467 CLAYTON CA 94517 SFD 6.875 6.500 $ 2,463.48 360 1-Nov-28
7356771 CINCINNATI OH 45226 SFD 7.000 6.500 $2,029.17 360 1-Dec-28
7356906 MINNEAPOLIS MN 55405 SFD 6.625 6.358 $2,458.79 360 1-Dec-28
7356918 FAIR OAKS CA 95628 SFD 7.000 6.500 $1,649.95 360 1-Nov-28
7357168 PARK CITY UT 84060 SFD 7.500 6.500 $5,593.72 360 1-Dec-28
7357405 ROCKVILLE MD 20852 SFD 6.000 5.733 $ 1,678.74 360 1-Nov-28
7359608 BUMPASS VA 23024 SFD 7.625 6.500 $1,796.38 360 1-Dec-28
7360668 MUKILTEO WA 98275 SFD 7.125 6.500 $ 1,701.14 360 1-Nov-28
7361657 SCOTTSDALE AZ 85258 SFD 6.875 6.500 $ 3,202.53 360 1-Nov-28
7361723 LOS ANGELES CA 90049 SFD 7.250 6.500 $6,821.76 360 1-Nov-28
7366314 ATLANTA GA 30324 SFD 7.500 6.500 $ 2,041.71 360 1-Nov-28
7366454 EDWARDS CO 81632 SFD 7.250 6.500 $3,410.88 360 1-Nov-28
7366502 RENO NV 89509 SFD 7.625 6.500 $ 2,328.64 360 1-Dec-28
7367129 BROOMFIELD CO 80020 PUD 7.375 6.500 $ 2,072.03 360 1-Dec-28
7371013 CONCORD MA 01741 SFD 7.375 6.500 $ 2,431.18 360 1-Dec-28
7373759 CASTLE ROCK CO 80104 SFD 7.625 6.500 $ 4,600.66 360 1-Dec-28
7379524 REDMOND WA 98053 PUD 7.375 6.500 $ 2,141.09 360 1-Dec-28
7380082 TUALATIN OR 97062 SFD 7.375 6.500 $1,906.26 360 1-Dec-28
7380185 MIDLOTHIAN VA 23113 SFD 6.750 6.483 $ 2,594.39 360 1-Dec-28
7382638 IJAMSVILLE MD 21754 PUD 6.875 6.500 $ 2,286.11 360 1-Nov-28
7382782 FREMONT CA 94539 SFD 7.375 6.500 $ 2,555.50 360 1-Dec-28
7384168 RANCHO SANTE FE CA 92067 SFD 7.500 6.500 $ 6,729.94 360 1-Nov-28
7384825 STEAMBOAT SPRINGS CO 80487 SFD 7.000 6.500 $ 2,208.80 360 1-Dec-28
7386041 SPRINGFIELD MO 65804 SFD 7.375 6.500 $ 2,072.03 360 1-Dec-28
7394922 BLOOMINGTON MN 55438 SFD 7.125 6.500 $2,937.41 360 1-Dec-28
7394928 AMELIA ISLAND FL 32034 SFD 7.250 6.500 $ 1,838.81 360 1-Dec-28
7395690 MILL CREEK WA 98012 SFD 7.000 6.500 $ 1,902.77 360 1-Dec-28
7397602 SAN DIEGO CA 92107 SFD 7.375 6.500 $ 1,795.76 360 1-Dec-28
7398404 CHINO HILLS CA 91709 SFD 6.750 6.483 $1,867.38 360 1-Dec-28
7401192 CARLSBAD CA 92009 SFD 7.250 6.500 $1,964.67 360 1-Dec-28
7401975 CHENEQUA WI 53029 SFD 7.625 6.500 $7,077.94 360 1-Dec-28
7404088 REDWOOD CITY CA 94065 SFD 7.000 6.500 $ 2,874.11 360 1-Dec-28
7404570 WALNUT CREEK CA 94596 PUD 7.250 6.500 $ 2,303.03 360 1-Dec-28
7406381 VINCENNES IN 47591 SFD 7.125 6.500 $ 1,752.34 360 1-Nov-28
7409287 HAYDEN LAKE ID 83835 SFD 7.625 6.500 $2,315.90 360 1-Dec-28
7410835 ORANGE CA 92867 PUD 7.500 6.500 $ 2,167.56 360 1-Dec-28
7413429 BRECKENRIDGE CO 80424 SFD 7.000 6.500 $ 4,324.47 360 1-Dec-28
7420335 SAN JOSE CA 95121 SFD 7.375 6.500 $2,146.62 360 1-Nov-28
7431169 PORTLAND OR 97219 SFD 7.500 6.500 $ 2,125.61 360 1-Dec-28
7435115 SAN JOSE CA 95120 SFD 7.125 6.500 $ 2,425.39 360 1-Dec-28
7437754 SILVERTHORNE CO 80498 SFD 7.375 6.500 $2,192.89 360 1-Dec-28
7462435 WAYNE NJ 07470 SFD 7.500 6.500 $2,265.45 360 1-Jan-29
7464809 INCLINE VILLAGE NV 89450 SFD 7.250 6.500 $ 2,046.53 360 1-Dec-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>
4602964 $ 97,773.66 62.07 0.250 0.017 0.858
4650451 $ 592,049.16 75.00 0.250 0.017 0.608
4742325 $ 240,394.22 80.00 0.250 0.017 0.108
4743224 $ 365,692.52 64.44 0.250 0.017 0.108
4748961 $ 298,500.00 62.19 0.250 0.017 0.108
4762268 $ 284,950.00 95.00 17 0.250 0.017 1.233
4774617 $ 300,000.00 54.55 0.250 0.017 0.733
4775596 $ 334,025.97 80.00 0.250 0.017 0.233
4782209 $ 326,754.89 90.00 33 0.250 0.017 0.483
4802155 $ 251,027.12 94.99 17 0.250 0.017 1.108
4805415 $ 256,607.80 80.00 0.250 0.017 0.608
4806821 $ 242,040.65 90.00 06 0.250 0.017 0.483
4820144 $ 271,727.07 79.99 0.250 0.017 0.233
4821274 $ 904,258.18 48.92 0.250 0.017 0.233
4823374 $ 268,000.00 80.00 FX30YR 0.250 0.017 0.358
4823633 $ 329,434.32 89.99 13 0.250 0.017 0.858
4827219 $ 248,000.00 64.58 0.250 0.017 0.233
4829059 $ 173,691.11 83.43 06 0.250 0.017 0.233
4829317 $ 277,788.46 65.72 0.250 0.017 0.608
4830900 $ 270,805.83 83.69 06 0.250 0.017 0.883
4831605 $ 247,392.51 79.93 0.250 0.017 0.358
4835142 $ 118,911.68 70.00 0.250 0.017 0.733
4836692 $ 314,941.63 80.00 0.250 0.017 0.233
4838964 $ 245,125.24 79.19 0.250 0.017 0.608
4841546 $ 349,424.54 69.17 0.250 0.017 0.233
4842187 $ 397,263.83 59.70 0.250 0.017 0.358
4844307 $ 259,350.00 95.00 06 0.250 0.017 0.858
4844696 $ 416,000.00 69.33 0.250 0.017 0.733
4844725 $ 319,499.24 79.40 0.250 0.017 0.483
4845230 $ 308,896.58 90.00 11 0.250 0.017 0.858
4845993 $ 279,890.61 71.96 0.250 0.017 0.483
4846330 $ 319,958.02 90.00 01 0.250 0.017 1.108
4846949 $ 255,925.34 88.45 01 0.250 0.017 0.733
4847327 $ 409,358.37 79.61 0.250 0.017 0.483
4848155 $ 256,323.45 90.00 01 0.250 0.017 1.108
4848553 $ 247,806.53 78.98 0.250 0.017 0.483
4848916 $ 333,911.98 85.82 06 0.250 0.017 0.483
4849073 $ 355,129.57 53.44 0.250 0.017 0.608
4849743 $ 447,000.00 69.95 0.250 0.017 0.983
4850892 $ 459,641.16 61.33 0.250 0.017 0.483
4851771 $ 299,310.95 73.17 0.250 0.017 0.608
4852400 $ 472,313.14 67.57 0.250 0.017 0.858
4852543 $ 257,112.46 74.71 0.250 0.017 0.233
4852830 $ 274,780.08 63.22 0.250 0.017 0.358
4854602 $ 260,639.78 59.21 0.250 0.017 0.608
4856128 $ 339,741.28 69.39 0.250 0.017 0.608
4856804 $ 291,793.90 73.00 0.250 0.017 0.983
4858063 $ 318,233.14 58.00 0.250 0.017 0.483
4858237 $ 567,896.22 65.52 0.250 0.017 0.358
4858819 $ 278,803.07 90.00 33 0.250 0.017 0.983
4859523 $ 466,386.96 90.00 06 0.250 0.017 0.608
4859781 $ 419,061.01 79.99 0.250 0.017 0.483
4859801 $ 254,000.00 64.63 0.250 0.017 0.358
4860382 $ 413,413.71 60.00 0.250 0.017 0.983
4860391 $ 279,572.56 75.07 0.250 0.017 0.608
4860400 $ 42,709.43 66.83 0.250 0.017 0.983
4860467 $ 350,919.15 80.00 0.250 0.017 0.358
4861271 $ 454,864.37 78.79 0.250 0.017 1.358
4861354 $ 317,343.62 75.00 0.250 0.017 0.858
4861472 $ 247,430.38 64.42 0.250 0.017 0.608
4861479 $ 306,294.86 79.53 0.250 0.017 0.608
4861582 $ 339,170.07 77.27 0.250 0.017 0.358
4861725 $ 314,507.05 75.00 0.250 0.017 0.483
4861822 $ 191,861.03 41.74 0.250 0.017 0.858
4862068 $ 302,172.14 80.00 0.250 0.017 1.108
4862359 $ 309,490.30 77.18 0.250 0.017 0.233
4862651 $ 424,301.22 59.44 0.250 0.017 0.233
4863227 $ 268,950.46 95.00 01 0.250 0.017 0.483
4863407 $ 426,064.13 61.58 0.250 0.017 0.733
4863443 $ 259,867.57 80.00 0.250 0.017 0.983
4863549 $ 96,420.12 70.00 0.250 0.017 0.483
4863637 $ 269,605.15 80.00 0.250 0.017 0.858
4864107 $ 250,373.60 73.81 0.250 0.017 0.608
4864818 $ 375,000.00 64.10 0.250 0.017 0.733
4864919 $ 276,628.83 95.00 06 0.250 0.017 1.108
4864953 $ 567,427.30 80.00 0.250 0.017 0.358
4865045 $ 250,703.11 90.00 11 0.250 0.017 0.983
4866163 $ 313,982.91 85.00 11 0.250 0.017 0.233
4866246 $ 340,000.00 78.70 FX30YR 0.250 0.017 0.858
4866433 $ 339,747.67 89.47 11 0.250 0.017 0.733
4866517 $ 307,493.61 38.77 0.250 0.017 0.233
4866825 $ 400,000.00 69.57 0.250 0.017 0.483
4866833 $ 224,837.15 51.72 0.250 0.017 0.858
4866957 $ 333,572.65 80.00 0.250 0.017 0.233
4867043 $ 258,212.98 80.00 0.250 0.017 0.858
4867922 $ 322,735.24 61.52 0.250 0.017 0.233
4868078 $ 288,000.00 80.00 0.250 0.017 0.858
4868366 $ 299,506.75 80.00 0.250 0.017 0.233
4868891 $ 228,011.76 69.32 0.250 0.017 0.358
4868973 $ 351,435.35 80.00 0.250 0.017 0.358
4869057 $ 288,369.20 77.37 GD 3YR 0.250 0.017 0.358
4869091 $ 434,061.13 80.00 0.250 0.017 0.483
4869151 $ 249,348.97 69.64 0.250 0.017 0.358
4869270 $ 265,476.16 72.88 FX30YR 0.250 0.017 0.108
4869593 $ 315,029.28 80.00 0.250 0.017 0.608
4870016 $ 463,628.95 80.00 0.250 0.017 0.358
4871185 $ 346,000.00 67.18 0.250 0.017 0.000
4871377 $ 258,553.10 69.00 0.250 0.017 0.608
4871655 $ 420,000.00 50.91 0.250 0.017 0.233
4872018 $ 245,624.47 34.89 0.250 0.017 0.608
4872028 $ 352,717.71 76.74 0.250 0.017 0.358
4872277 $ 549,560.17 78.85 0.250 0.017 0.358
4872435 $ 246,632.23 60.99 0.250 0.017 0.733
4872443 $ 448,913.98 69.76 0.250 0.017 0.358
4872713 $ 266,602.46 71.20 0.250 0.017 0.733
4872927 $ 56,559.03 74.97 0.250 0.017 0.858
4872940 $ 594,021.72 70.00 0.250 0.017 0.233
4873171 $ 370,419.41 68.07 0.250 0.017 0.483
4873483 $ 375,426.02 65.39 0.250 0.017 0.608
4873557 $ 496,880.97 85.00 11 0.250 0.017 0.733
4874477 $ 342,400.00 80.00 0.250 0.017 0.858
4874576 $ 270,783.28 67.25 0.250 0.017 0.358
4874802 $ 371,210.19 73.27 0.250 0.017 0.483
4875879 $ 349,134.29 65.42 0.250 0.017 0.233
4875903 $ 319,499.23 80.00 0.250 0.017 0.483
4876444 $ 245,633.72 87.86 01 0.250 0.017 0.733
4876858 $ 345,504.61 89.76 06 0.250 0.017 0.608
4876860 $ 360,711.32 59.67 0.250 0.017 0.358
4876888 $ 399,389.40 80.00 0.250 0.017 0.608
4877535 $ 294,904.00 77.79 0.250 0.017 0.483
4877820 $ 399,710.50 89.49 12 0.250 0.017 0.858
4878210 $ 277,772.12 62.47 0.250 0.017 0.233
4878423 $ 359,719.16 76.60 0.250 0.017 0.483
4878481 $ 316,800.00 80.00 0.250 0.017 0.733
4879070 $ 259,593.12 66.50 0.250 0.017 0.483
4879280 $ 255,891.00 75.83 0.250 0.017 0.233
4879591 $ 415,691.26 74.95 0.250 0.017 0.733
4879639 $ 269,784.08 75.00 0.250 0.017 0.358
4879689 $ 371,000.00 78.11 0.250 0.017 0.483
4880037 $ 398,619.59 89.89 33 0.250 0.017 0.858
4880367 $ 909,290.11 65.00 0.250 0.017 0.483
4880499 $ 243,814.33 82.15 11 0.250 0.017 0.608
4882355 $ 324,875.15 63.82 0.250 0.017 0.233
4882430 $ 324,733.59 69.89 0.250 0.017 0.233
4882635 $ 299,042.80 79.87 0.250 0.017 0.608
4882790 $ 244,700.00 79.19 0.250 0.017 0.733
4882848 $ 334,132.59 80.00 0.250 0.017 0.358
4882889 $ 307,771.41 74.22 0.250 0.017 0.733
4882900 $ 327,850.34 38.60 0.250 0.017 0.608
4883269 $ 389,374.40 78.00 0.250 0.017 0.358
4883383 $ 307,105.53 79.28 0.250 0.017 0.533
4883399 $ 299,754.09 94.04 17 0.250 0.017 0.233
4883680 $ 270,378.19 88.72 11 0.250 0.017 0.233
4883979 $ 367,719.98 66.91 0.250 0.017 0.608
4883987 $ 339,159.02 80.00 0.250 0.017 0.233
4884041 $ 832,350.18 59.84 0.250 0.017 0.483
4884105 $ 381,916.35 70.00 0.250 0.017 0.733
4884218 $ 268,579.03 75.77 0.250 0.017 0.483
4884472 $ 383,260.92 76.24 0.250 0.017 0.233
4884779 $ 298,000.00 76.41 0.250 0.017 0.608
4884886 $ 249,795.07 55.56 0.250 0.017 0.233
4884995 $ 453,271.72 75.04 0.250 0.017 0.358
4885493 $ 347,728.52 65.05 0.250 0.017 0.483
4885649 $ 264,213.78 72.60 0.250 0.017 0.783
4885942 $ 287,571.18 80.00 0.250 0.017 0.733
4886119 $ 293,265.29 85.07 06 0.250 0.017 0.358
4886181 $ 447,632.77 80.00 0.250 0.017 0.233
4886340 $ 279,792.19 75.68 0.250 0.017 0.733
4886484 $ 287,780.86 88.34 01 0.250 0.017 0.608
4886518 $ 399,672.12 50.00 0.250 0.017 0.233
4886666 $ 179,856.05 36.00 0.250 0.017 0.358
4886740 $ 284,772.09 76.00 0.250 0.017 0.358
4886766 $ 419,264.45 55.95 0.250 0.017 0.358
4886856 $ 286,770.48 72.66 0.250 0.017 0.358
4886960 $ 463,273.88 77.98 0.250 0.017 0.483
4886981 $ 550,559.37 55.66 0.250 0.017 0.358
4887003 $ 285,492.09 90.00 06 0.250 0.017 0.233
4887012 $ 281,558.69 64.98 0.250 0.017 0.483
4887036 $ 381,686.87 61.12 0.250 0.017 0.233
4887112 $ 595,523.38 56.87 0.250 0.017 0.358
4887204 $ 261,000.00 69.97 0.250 0.017 0.983
4887257 $ 350,000.00 63.18 0.250 0.017 0.608
4887442 $ 268,100.00 84.57 33 0.250 0.017 0.108
4887885 $ 595,523.38 62.74 0.250 0.017 0.358
4887969 $ 327,750.41 80.00 0.250 0.017 0.608
4887993 $ 373,500.00 88.19 06 0.250 0.017 1.108
4888015 $ 256,000.00 80.00 0.250 0.017 1.358
4888023 $ 322,754.21 79.75 0.250 0.017 0.608
4888025 $ 389,695.76 51.32 0.250 0.017 0.483
4888030 $ 372,709.02 60.16 0.250 0.017 0.483
4888032 $ 549,560.17 45.80 0.250 0.017 0.358
4888051 $ 414,184.60 69.66 0.250 0.017 0.608
4888141 $ 597,222.02 77.12 0.250 0.017 0.358
4888156 $ 396,182.92 56.64 0.250 0.017 0.358
4888183 $ 278,282.73 60.68 0.250 0.017 0.483
4888402 $ 285,459.97 76.60 GD 4YR 0.250 0.017 0.108
4888434 $ 274,280.48 90.00 33 0.250 0.017 0.358
4888649 $ 306,476.70 80.00 0.250 0.017 0.483
4889232 $ 269,778.68 60.00 0.250 0.017 0.233
4889248 $ 302,974.98 89.97 17 0.250 0.017 0.733
4889366 $ 283,544.43 72.82 0.250 0.017 0.358
4889506 $ 282,773.68 39.03 0.250 0.017 0.358
4889553 $ 462,180.10 63.28 0.250 0.017 0.358
4889601 $ 318,657.34 66.02 0.250 0.017 0.608
4889668 $ 385,810.14 66.85 0.250 0.017 0.608
4890087 $ 534,561.46 61.14 0.250 0.017 0.233
4890185 $ 268,379.83 89.98 06 0.250 0.017 0.233
4890351 $ 256,566.94 84.82 06 0.250 0.017 0.108
4890416 $ 295,577.71 79.20 0.250 0.017 0.483
4890564 $ 280,000.00 70.00 0.250 0.017 0.733
4890592 $ 249,795.07 75.76 0.250 0.017 0.233
4890673 $ 496,182.84 68.08 0.250 0.017 0.233
4890729 $ 271,292.10 78.77 0.250 0.017 0.108
4890818 $ 399,388.19 73.14 0.250 0.017 0.483
4891010 $ 331,759.70 80.00 0.250 0.017 0.858
4891064 $ 279,776.08 65.88 0.250 0.017 0.358
4891103 $ 999,200.31 63.09 0.250 0.017 0.358
4891227 $ 338,542.20 78.79 0.250 0.017 0.608
4891240 $ 247,592.25 79.49 0.250 0.017 0.233
4891253 $ 498,605.51 75.79 0.250 0.017 0.358
4891357 $ 294,500.40 77.56 0.250 0.017 0.233
4891368 $ 648,957.33 36.11 0.250 0.017 0.358
4891494 $ 300,000.00 61.22 0.250 0.017 0.983
4891675 $ 257,688.60 55.82 0.250 0.017 0.233
4891682 $ 349,705.95 67.96 0.250 0.017 0.108
4891716 $ 544,542.13 66.06 0.250 0.017 0.108
4891812 $ 395,348.91 46.59 0.250 0.017 0.233
4891845 $ 375,046.48 80.00 0.250 0.017 0.733
4891962 $ 285,000.00 61.96 0.250 0.017 0.858
4891997 $ 368,704.91 90.00 17 0.250 0.017 0.358
4892041 $ 246,974.42 80.00 0.250 0.017 0.358
4892047 $ 316,000.00 74.88 0.250 0.017 0.358
4892077 $ 330,128.73 88.23 24 0.250 0.017 0.733
4892111 $ 896,114.85 64.06 0.250 0.017 0.233
4892189 $ 265,389.04 73.89 0.250 0.017 0.608
4892356 $ 329,457.42 61.68 0.250 0.017 0.233
4892385 $ 303,130.12 80.00 0.250 0.017 0.983
4892396 $ 517,764.64 67.56 0.250 0.017 0.108
4892459 $ 300,259.69 69.88 0.250 0.017 0.358
4892478 $ 275,789.98 55.76 0.250 0.017 0.608
4892486 $ 349,726.96 60.14 0.250 0.017 0.483
4892495 $ 269,784.08 52.43 0.250 0.017 0.358
4892532 $ 260,286.46 49.62 0.250 0.017 0.233
4892576 $ 369,404.35 48.97 0.250 0.017 0.358
4892592 $ 492,634.12 53.30 0.250 0.017 0.733
4892616 $ 337,243.19 79.23 0.250 0.017 0.608
4892634 $ 242,645.75 86.79 17 0.250 0.017 0.733
4892674 $ 284,083.67 70.55 0.250 0.017 0.608
4892688 $ 287,775.33 48.81 0.250 0.017 0.483
4892851 $ 295,961.66 58.99 0.250 0.017 0.358
4892858 $ 343,724.90 67.92 0.250 0.017 0.358
4892921 $ 290,567.45 76.53 0.250 0.017 0.358
4893055 $ 401,662.27 75.85 0.250 0.017 0.108
4893154 $ 701,452.37 54.00 0.250 0.017 0.483
4893189 $ 227,152.71 70.00 0.250 0.017 0.608
4893310 $ 417,657.36 62.86 0.250 0.017 0.233
4893322 $ 349,713.11 58.33 0.250 0.017 0.233
4893464 $ 101,922.38 51.00 0.250 0.017 0.608
4893626 $ 359,212.11 68.57 0.250 0.017 0.358
4893631 $ 265,787.28 69.09 0.250 0.017 0.358
4893687 $ 295,536.80 84.57 17 0.250 0.017 0.483
4893727 $ 334,745.08 60.91 0.250 0.017 0.608
4893862 $ 646,469.66 58.82 0.250 0.017 0.233
4893869 $ 270,988.44 80.00 0.250 0.017 0.483
4894057 $ 262,103.50 52.00 0.250 0.017 0.358
4894161 $ 311,250.89 55.63 0.250 0.017 0.358
4894172 $ 639,475.39 65.64 0.250 0.017 0.233
4894175 $ 313,748.90 25.33 0.250 0.017 0.358
4894181 $ 323,795.94 51.49 0.250 0.017 0.483
4894194 $ 78,939.88 69.91 0.250 0.017 0.608
4894195 $ 263,094.59 56.02 0.250 0.017 0.483
4894383 $ 399,687.96 34.63 0.250 0.017 0.483
4894505 $ 449,621.95 58.82 0.250 0.017 0.108
4894520 $ 523,559.00 73.29 0.250 0.017 0.108
4894552 $ 269,123.71 49.88 0.250 0.017 0.108
4894614 $ 310,500.00 90.00 33 0.250 0.017 0.233
4894617 $ 391,701.72 59.39 0.250 0.017 0.608
4894700 $ 318,757.26 74.19 0.250 0.017 0.608
4894704 $ 381,287.20 83.87 33 0.250 0.017 0.233
4894786 $ 305,749.17 57.74 0.250 0.017 0.233
4894790 $ 429,046.92 55.13 0.250 0.017 0.233
4894847 $ 269,794.55 94.74 01 0.250 0.017 0.608
4894993 $ 298,708.05 57.10 0.250 0.017 0.233
4895013 $ 250,794.26 63.22 0.250 0.017 0.233
4895058 $ 350,719.30 62.68 0.250 0.017 0.358
4895093 $ 475,609.83 43.27 0.250 0.017 0.233
4895123 $ 264,798.36 69.74 0.250 0.017 0.608
4895150 $ 287,763.92 59.38 0.250 0.017 0.233
4895194 $ 336,523.93 66.69 0.250 0.017 0.233
4895203 $ 640,970.15 62.63 0.250 0.017 0.358
4895204 $ 268,000.00 80.00 0.250 0.017 0.358
4895209 $ 367,191.26 75.00 0.250 0.017 0.108
4895377 $ 383,100.91 71.00 0.250 0.017 0.483
4895398 $ 370,703.31 69.35 0.250 0.017 0.358
4895444 $ 440,688.74 67.85 0.250 0.017 0.983
4895445 $ 301,252.86 72.65 0.250 0.017 0.233
4895551 $ 449,682.39 79.65 0.250 0.017 0.983
4895562 $ 287,860.89 67.01 0.250 0.017 0.358
4895574 $ 442,645.73 79.11 0.250 0.017 0.358
4895646 $ 362,709.71 64.82 0.250 0.017 0.358
4895662 $ 594,500.12 61.03 0.250 0.017 0.108
4895669 $ 424,651.63 53.13 0.250 0.017 0.233
4895676 $ 521,082.96 55.48 0.250 0.017 0.358
4895716 $ 302,769.44 75.75 0.250 0.017 0.608
4895806 $ 534,592.90 71.62 0.250 0.017 0.608
4895824 $ 371,417.17 54.66 0.250 0.017 0.608
4895830 $ 247,511.51 47.63 0.250 0.017 0.608
4895903 $ 260,386.39 85.16 33 0.250 0.017 0.233
4895962 $ 248,810.52 79.05 0.250 0.017 0.608
4896052 $ 269,989.21 43.23 0.250 0.017 0.483
4896065 $ 258,354.99 75.00 0.250 0.017 0.608
4896077 $ 292,931.27 79.27 0.250 0.017 0.608
4896143 $ 281,025.09 54.09 0.250 0.017 0.358
4896173 $ 373,814.10 90.00 01 0.250 0.017 0.483
4896202 $ 319,744.10 49.23 0.250 0.017 0.358
4896272 $ 274,805.90 76.39 0.250 0.017 0.983
4896314 $ 825,322.93 63.54 0.250 0.017 0.233
4896356 $ 449,295.78 27.16 0.250 0.017 0.483
4896529 $ 279,193.98 80.00 0.250 0.017 0.858
4896542 $ 399,680.12 68.97 0.250 0.017 0.358
4896578 $ 575,052.95 66.21 0.250 0.017 0.233
4896612 $ 349,713.11 67.31 0.250 0.017 0.233
4896745 $ 346,708.47 69.40 0.250 0.017 0.108
4896850 $ 405,498.83 50.73 0.250 0.017 0.733
4896883 $ 259,792.08 78.79 0.250 0.017 0.358
4896888 $ 269,778.68 69.23 0.250 0.017 0.233
4896944 $ 319,737.70 69.57 0.250 0.017 0.233
4896947 $ 254,790.97 55.43 0.250 0.017 0.233
4896956 $ 275,773.76 56.91 0.250 0.017 0.233
4896967 $ 391,586.67 55.21 0.250 0.017 0.233
4897030 $ 523,570.48 74.86 0.250 0.017 0.233
4897035 $ 365,714.48 73.20 0.250 0.017 0.483
4897060 $ 313,243.02 69.67 0.250 0.017 0.233
4897101 $ 280,780.79 71.14 0.250 0.017 0.483
4897119 $ 321,754.98 76.67 0.250 0.017 0.608
4897171 $ 434,643.43 49.71 0.250 0.017 0.233
4897176 $ 619,491.79 67.03 0.250 0.017 0.233
4897188 $ 799,375.91 50.63 0.250 0.017 0.483
4897192 $ 699,453.93 48.28 0.250 0.017 0.483
4897209 $ 259,807.04 68.42 0.250 0.017 0.733
4897335 $ 299,754.09 27.27 0.250 0.017 0.233
4897339 $ 251,798.47 35.49 0.250 0.017 0.358
4897357 $ 403,668.84 67.90 0.250 0.017 0.233
4897411 $ 257,783.25 89.90 33 0.250 0.017 0.108
4897482 $ 314,741.79 68.48 0.250 0.017 0.233
4897543 $ 249,578.73 74.58 0.250 0.017 0.108
4897547 $ 679,456.21 61.82 0.250 0.017 0.358
4897550 $ 284,788.48 75.00 0.250 0.017 0.733
4897728 $ 521,245.00 73.52 0.250 0.017 0.233
4897737 $ 294,752.16 38.06 0.250 0.017 0.108
4897750 $ 605,503.26 79.74 0.250 0.017 0.233
4897754 $ 497,591.79 66.40 0.250 0.017 0.233
4897820 $ 319,756.50 71.11 0.250 0.017 0.608
4897877 $ 259,561.89 74.29 0.250 0.017 0.108
4897956 $ 309,769.94 79.49 0.250 0.017 0.733
4897980 $ 281,790.71 45.12 0.250 0.017 0.733
4898005 $ 346,215.97 72.95 0.250 0.017 0.233
4898022 $ 439,630.34 58.67 0.250 0.017 0.108
4898028 $ 577,376.33 70.00 0.250 0.017 0.233
4898029 $ 621,976.41 75.45 0.250 0.017 0.108
4898034 $ 288,763.10 22.06 0.250 0.017 0.233
4898041 $ 244,799.17 70.00 0.250 0.017 0.233
4898042 $ 469,614.74 66.38 0.250 0.017 0.233
4898043 $ 470,604.30 48.31 0.250 0.017 0.108
4898045 $ 442,636.87 79.11 0.250 0.017 0.233
4898049 $ 328,743.35 73.11 0.250 0.017 0.483
4898057 $ 398,173.34 53.85 0.250 0.017 0.233
4898073 $ 270,777.86 60.22 0.250 0.017 0.233
4898083 $ 426,150.40 67.70 0.250 0.017 0.233
4898091 $ 431,246.22 79.19 0.250 0.017 0.233
4898100 $ 271,083.04 60.29 0.250 0.017 0.358
4898105 $ 251,803.41 69.61 0.250 0.017 0.483
4898110 $ 370,188.73 78.83 0.250 0.017 0.108
4898136 $ 253,791.80 69.59 0.250 0.017 0.233
4898146 $ 100,000.00 67.57 0.250 0.017 0.233
4898148 $ 298,754.91 56.95 0.250 0.017 0.233
4898153 $ 576,527.03 72.13 0.250 0.017 0.233
4898155 $ 265,192.96 64.73 0.250 0.017 0.483
4898166 $ 269,279.26 67.50 0.250 0.017 0.608
4898188 $ 469,605.14 66.20 0.250 0.017 0.108
4898204 $ 254,399.61 79.69 0.250 0.017 0.483
4898208 $ 414,651.34 64.84 0.250 0.017 0.108
4898209 $ 484,592.54 69.99 0.250 0.017 0.108
4898224 $ 334,554.17 61.47 0.250 0.017 0.233
4898232 $ 256,763.33 90.00 06 0.250 0.017 0.233
4898241 $ 749,385.23 68.81 0.250 0.017 0.233
4898255 $ 396,680.12 76.92 0.250 0.017 0.358
4898272 $ 529,565.56 60.23 0.250 0.017 0.233
4898280 $ 329,729.50 30.70 0.250 0.017 0.233
4898286 $ 278,365.60 55.80 0.250 0.017 0.108
4898325 $ 479,606.54 74.07 0.250 0.017 0.233
4898333 $ 411,662.28 58.03 0.250 0.017 0.233
4898368 $ 399,680.12 62.99 0.250 0.017 0.358
4898389 $ 297,867.45 64.11 0.250 0.017 0.483
4898397 $ 529,554.73 66.25 0.250 0.017 0.108
4898400 $ 244,977.16 90.00 11 0.250 0.017 1.108
4898427 $ 399,695.62 89.89 33 0.250 0.017 0.608
4898467 $ 374,684.95 49.02 0.250 0.017 0.108
4898475 $ 266,781.14 67.59 0.250 0.017 0.233
4898514 $ 409,672.13 71.93 0.250 0.017 0.358
4898530 $ 384,692.12 70.00 0.250 0.017 0.358
4898531 $ 379,703.56 54.29 0.250 0.017 0.483
4898539 $ 299,760.09 70.92 0.250 0.017 0.358
4898545 $ 644,496.84 64.02 0.250 0.017 0.483
4898557 $ 481,595.06 57.38 0.250 0.017 0.108
4898605 $ 311,737.88 80.00 0.250 0.017 0.108
4898616 $ 279,770.48 63.64 0.250 0.017 0.233
4898620 $ 319,731.15 68.16 0.250 0.017 0.108
4898621 $ 249,432.29 44.64 0.250 0.017 0.108
4898628 $ 340,720.48 78.39 0.250 0.017 0.233
4898636 $ 485,000.00 78.86 0.250 0.017 0.108
4898639 $ 598,509.00 49.92 0.250 0.017 0.233
4898671 $ 297,254.09 63.83 0.250 0.017 0.233
4898672 $ 294,433.69 63.44 0.250 0.017 0.233
4898688 $ 928,974.74 64.12 0.250 0.017 0.483
4898691 $ 408,288.17 49.03 0.250 0.017 0.233
4898699 $ 288,469.13 64.88 0.250 0.017 0.358
4898725 $ 364,722.26 58.87 0.250 0.017 0.608
4898728 $ 403,148.84 85.00 17 0.250 0.017 0.733
4898762 $ 269,778.68 60.13 0.250 0.017 0.233
4898807 $ 321,748.81 74.88 0.250 0.017 0.483
4898894 $ 410,654.71 49.52 0.250 0.017 0.108
4898899 $ 369,196.27 45.09 0.250 0.017 0.358
4898927 $ 251,530.75 39.13 0.250 0.017 0.483
4898933 $ 306,754.49 46.87 0.250 0.017 0.358
4898948 $ 318,263.17 60.84 0.250 0.017 0.233
4898968 $ 477,008.67 75.78 0.250 0.017 0.233
4898977 $ 548,571.73 78.43 0.250 0.017 0.483
4899023 $ 276,000.00 77.75 0.250 0.017 0.858
4899062 $ 257,798.73 68.25 0.250 0.017 0.483
4899064 $ 546,562.56 73.92 0.250 0.017 0.358
4899066 $ 90,000.00 44.89 0.250 0.017 0.858
4899158 $ 317,732.84 46.76 0.250 0.017 0.108
4899172 $ 526,557.25 70.27 0.250 0.017 0.108
4899178 $ 289,546.16 61.05 0.250 0.017 0.483
4899207 $ 349,705.95 59.32 0.250 0.017 0.108
4899210 $ 279,792.19 58.95 0.250 0.017 0.733
4899251 $ 478,007.86 63.79 0.250 0.017 0.233
4899256 $ 256,804.44 64.25 0.250 0.017 0.608
4899271 $ 283,034.42 59.64 0.250 0.017 0.608
4899312 $ 424,651.63 52.47 0.250 0.017 0.233
4899346 $ 242,805.67 60.00 0.250 0.017 0.358
4899430 $ 251,576.74 95.00 06 0.250 0.017 1.108
4899469 $ 621,026.63 79.69 0.250 0.017 0.483
4899591 $ 274,547.02 39.86 0.250 0.017 0.233
4899646 $ 267,796.07 65.37 0.250 0.017 0.608
4899689 $ 499,600.15 79.24 0.250 0.017 0.358
4899958 $ 318,738.51 79.75 0.250 0.017 0.233
4899982 $ 948,438.05 56.89 0.250 0.017 0.233
4900158 $ 579,524.57 71.60 0.250 0.017 0.233
4900218 $ 251,576.74 95.00 11 0.250 0.017 1.108
4900268 $ 372,194.66 73.04 0.250 0.017 0.233
4900444 $ 259,807.04 61.18 0.250 0.017 0.733
4900541 $ 449,657.58 75.00 0.250 0.017 0.608
4900559 $ 299,506.75 67.42 0.250 0.017 0.233
4900605 $ 356,449.65 80.00 0.250 0.017 0.733
4900629 $ 366,705.80 76.57 0.250 0.017 0.608
4900656 $ 359,173.15 78.77 0.250 0.017 0.608
4900758 $ 258,097.08 68.89 0.250 0.017 0.000
4900826 $ 314,201.52 61.52 0.250 0.017 0.108
4900848 $ 73,940.82 52.11 0.250 0.017 0.358
4900894 $ 388,946.34 75.00 0.250 0.017 0.483
4900976 $ 249,411.32 74.63 0.250 0.017 0.483
4901114 $ 289,784.77 54.21 0.250 0.017 0.733
4901155 $ 467,725.69 75.00 0.250 0.017 0.858
4901400 $ 252,609.88 84.33 17 0.250 0.017 1.108
4901491 $ 634,504.64 57.73 0.250 0.017 0.483
4901503 $ 421,549.58 50.84 0.250 0.017 0.483
4901513 $ 475,619.34 63.05 0.250 0.017 0.358
4901613 $ 394,668.15 53.02 0.250 0.017 0.108
4901618 $ 419,647.14 39.07 0.250 0.017 0.108
4901733 $ 243,750.00 75.00 0.250 0.017 0.983
4901737 $ 164,877.54 52.38 0.250 0.017 0.733
4901917 $ 358,726.82 32.64 0.250 0.017 0.608
4901951 $ 483,593.38 68.65 0.250 0.017 0.108
4901962 $ 269,773.17 58.06 0.250 0.017 0.108
4902089 $ 357,747.32 69.51 0.250 0.017 0.983
4902095 $ 269,789.37 73.97 0.250 0.017 0.483
4902155 $ 395,683.32 80.00 0.250 0.017 0.358
4902303 $ 341,342.49 42.75 0.250 0.017 0.358
4902579 $ 269,778.68 75.00 0.250 0.017 0.233
4902775 $ 383,728.98 80.00 0.250 0.017 0.983
4902809 $ 274,790.74 69.62 0.250 0.017 0.608
4903071 $ 799,360.25 48.48 0.250 0.017 0.358
4903168 $ 417,937.89 76.18 0.250 0.017 0.108
4903364 $ 319,511.50 80.00 0.250 0.017 0.608
4903408 $ 372,686.63 48.44 0.250 0.017 0.108
4903547 $ 359,450.46 64.86 0.250 0.017 0.608
4903562 $ 271,817.49 78.84 0.250 0.017 1.233
4903580 $ 285,765.56 71.50 0.250 0.017 0.233
4903657 $ 277,294.05 54.95 0.250 0.017 0.733
4903715 $ 261,785.23 52.40 0.250 0.017 0.233
4903922 $ 200,400.00 73.54 0.250 0.017 0.108
4904141 $ 37,474.83 75.00 0.250 0.017 1.233
4904188 $ 264,000.00 80.00 0.250 0.017 0.000
4904555 $ 257,803.67 67.01 0.250 0.017 0.608
4904735 $ 278,812.79 63.41 0.250 0.017 1.233
4904869 $ 364,700.81 61.34 0.250 0.017 0.233
4905259 $ 332,696.65 87.62 11 0.250 0.017 0.608
4905671 $ 256,000.00 80.00 0.250 0.017 1.108
4905699 $ 365,942.58 38.66 0.250 0.017 0.233
4905786 $ 248,596.05 80.00 0.250 0.017 0.233
4905800 $ 299,754.09 57.14 0.250 0.017 0.233
4905811 $ 389,680.32 40.41 0.250 0.017 0.233
4906082 $ 399,358.36 69.57 0.250 0.017 0.358
4906140 $ 649,417.24 59.09 0.250 0.017 0.233
4906168 $ 355,722.28 73.55 0.250 0.017 0.483
4906383 $ 519,651.09 80.00 0.250 0.017 1.233
4906437 $ 427,457.89 76.39 0.250 0.017 0.358
4906649 $ 240,802.45 69.86 0.250 0.017 0.233
4906736 $ 371,702.51 80.00 0.250 0.017 0.358
4906944 $ 433,500.00 85.00 17 0.250 0.017 0.000
4907057 $ 252,802.63 77.85 0.250 0.017 0.483
4907247 $ 319,737.70 52.46 0.250 0.017 0.233
4908012 $ 317,526.50 74.82 0.250 0.017 0.733
4908051 $ 293,429.01 68.37 0.250 0.017 0.233
4908268 $ 65,952.23 66.00 0.250 0.017 0.858
4908419 $ 539,609.16 60.00 0.250 0.017 0.858
4908700 $ 250,794.26 69.72 0.250 0.017 0.233
4909128 $ 262,789.68 60.46 0.250 0.017 0.358
4909500 $ 274,719.00 80.00 0.250 0.017 0.108
4909591 $ 87,382.20 70.00 0.250 0.017 1.233
4909623 $ 259,816.49 80.00 0.250 0.017 0.983
4909633 $ 259,582.93 77.61 0.250 0.017 0.358
4909698 $ 284,531.40 62.64 0.250 0.017 0.233
4909772 $ 424,244.64 61.15 0.250 0.017 0.358
4909896 $ 245,308.48 68.19 0.250 0.017 0.483
4910165 $ 139,806.67 46.67 0.250 0.017 1.108
4910274 $ 274,590.54 61.80 0.250 0.017 0.733
4910476 $ 281,795.90 85.45 13 0.250 0.017 0.858
4910511 $ 275,290.36 76.53 0.250 0.017 0.608
4910827 $ 980,144.64 65.00 0.250 0.017 1.108
4910915 $ 334,738.67 80.00 0.250 0.017 0.483
4911059 $ 283,224.93 80.00 0.250 0.017 0.358
4911250 $ 359,422.51 49.66 0.250 0.017 0.358
4911862 $ 416,500.00 70.00 0.250 0.017 0.858
4912057 $ 269,789.37 80.00 0.250 0.017 0.483
4912082 $ 363,600.00 80.00 0.250 0.017 0.608
4912108 $ 346,429.48 51.41 0.250 0.017 0.233
4912282 $ 306,731.04 72.28 0.250 0.017 0.608
4912451 $ 80,440.26 70.00 0.250 0.017 0.733
4912467 $ 256,823.13 75.59 0.250 0.017 1.108
4912883 $ 248,998.33 90.00 17 0.250 0.017 0.733
4913105 $ 261,795.61 72.38 0.250 0.017 0.483
4913320 $ 349,720.11 79.55 0.250 0.017 0.358
4913321 $ 264,164.93 79.70 0.250 0.017 0.233
4913324 $ 291,601.47 90.00 06 0.250 0.017 0.608
4913427 $ 267,070.90 84.92 11 0.250 0.017 0.358
4913535 $ 329,223.00 50.77 0.250 0.017 0.483
4914145 $ 534,061.88 74.76 0.250 0.017 0.233
4914188 $ 299,754.09 62.63 0.250 0.017 0.233
4914221 $ 248,048.23 95.00 06 0.250 0.017 0.983
4914274 $ 438,440.33 75.00 0.250 0.017 0.983
4914689 $ 262,578.12 62.62 0.250 0.017 0.358
4915001 $ 438,964.02 80.00 0.250 0.017 0.483
4915151 $ 308,676.42 55.16 0.250 0.017 0.858
4915613 $ 269,749.66 90.00 11 0.250 0.017 0.733
4915622 $ 274,795.91 57.29 0.250 0.017 0.733
4915625 $ 333,000.00 83.25 33 0.250 0.017 0.858
4915864 $ 325,039.86 75.65 0.250 0.017 0.358
4915964 $ 159,875.18 56.14 0.250 0.017 0.483
4915984 $ 109,862.39 32.35 0.250 0.017 0.858
4916106 $ 349,733.67 76.92 0.250 0.017 0.608
4916157 $ 265,816.94 95.00 33 0.250 0.017 1.108
4916459 $ 528,407.55 80.00 0.250 0.017 0.733
4916486 $ 283,744.11 67.67 0.250 0.017 0.358
4916495 $ 327,486.70 58.57 0.250 0.017 0.483
4916661 $ 262,578.12 78.51 0.250 0.017 0.358
4917275 $ 259,582.93 58.43 0.250 0.017 0.358
4917313 $ 599,508.18 54.55 0.250 0.017 0.233
4917404 $ 323,492.95 71.21 0.250 0.017 0.483
4917446 $ 278,771.31 90.00 11 0.250 0.017 0.233
4917474 $ 266,572.01 61.33 0.250 0.017 0.733
4917558 $ 570,084.03 45.64 0.250 0.017 0.358
4917636 $ 461,820.49 69.56 0.250 0.017 0.108
4917680 $ 294,283.83 76.62 0.250 0.017 0.358
4917825 $ 302,014.76 73.78 0.250 0.017 0.358
4917830 $ 366,439.76 78.09 0.250 0.017 0.608
4917842 $ 411,339.08 80.00 0.250 0.017 0.358
4917876 $ 296,274.38 74.13 0.250 0.017 0.608
4917963 $ 331,753.60 80.00 0.250 0.017 0.733
4918108 $ 303,412.48 66.07 0.250 0.017 0.358
4918142 $ 249,598.96 69.44 0.250 0.017 0.358
4918417 $ 352,946.79 67.33 0.250 0.017 0.483
4918418 $ 294,438.51 69.72 0.250 0.017 0.483
4918463 $ 387,392.81 76.08 0.250 0.017 0.483
4918596 $ 429,239.08 80.00 0.250 0.017 0.108
4918750 $ 318,001.57 77.68 0.250 0.017 0.483
4918762 $ 130,000.00 43.33 0.250 0.017 0.858
4918766 $ 277,777.17 70.60 0.250 0.017 0.483
4919093 $ 297,921.32 51.45 0.250 0.017 0.358
4919097 $ 284,542.82 67.86 0.250 0.017 0.358
4919269 $ 548,672.68 45.83 0.250 0.017 0.358
4919350 $ 224,828.79 72.58 0.250 0.017 0.608
4919427 $ 258,797.95 79.94 0.250 0.017 0.483
4920510 $ 242,800.12 80.00 0.250 0.017 0.233
4921207 $ 304,023.48 69.20 0.250 0.017 0.483
4921213 $ 278,740.94 62.04 0.250 0.017 0.233
4921243 $ 303,524.25 80.00 0.250 0.017 0.483
4921252 $ 308,616.28 74.48 0.250 0.017 0.483
4921414 $ 242,655.89 90.00 12 0.250 0.017 0.983
4921529 $ 993,000.00 52.26 0.250 0.017 0.858
4921887 $ 266,482.33 76.70 0.250 0.017 0.483
4921892 $ 259,593.13 72.22 0.250 0.017 0.483
4921913 $ 310,912.69 69.20 0.250 0.017 0.483
4922001 $ 252,594.16 50.60 0.250 0.017 0.358
4922022 $ 269,577.47 71.05 0.250 0.017 0.483
4922024 $ 259,593.13 75.36 0.250 0.017 0.483
4922035 $ 257,596.24 79.38 0.250 0.017 0.483
4922037 $ 249,608.76 39.06 0.250 0.017 0.483
4922041 $ 299,747.96 83.33 33 0.250 0.017 0.108
4922074 $ 278,563.38 75.41 0.250 0.017 0.483
4922079 $ 298,532.09 69.53 0.250 0.017 0.483
4922095 $ 242,919.25 79.77 0.250 0.017 0.483
4922097 $ 247,611.90 78.73 0.250 0.017 0.483
4922106 $ 324,452.34 72.71 0.250 0.017 0.108
4922109 $ 429,327.08 74.78 0.250 0.017 0.483
4922127 $ 396,951.08 70.35 0.250 0.017 1.108
4922135 $ 271,563.67 80.00 0.250 0.017 0.358
4922139 $ 274,558.87 64.71 0.250 0.017 0.358
4922147 $ 435,748.29 31.29 0.250 0.017 0.358
4922194 $ 273,571.21 72.11 0.250 0.017 0.483
4922195 $ 252,104.86 66.45 0.250 0.017 0.483
4922201 $ 423,070.24 73.06 0.250 0.017 0.358
4922203 $ 327,973.04 61.98 0.250 0.017 0.358
4922211 $ 396,378.74 44.11 0.250 0.017 0.483
4922214 $ 299,858.93 76.08 0.250 0.017 0.483
4922653 $ 255,385.26 90.00 17 0.250 0.017 0.108
4922686 $ 449,260.11 66.18 0.250 0.017 0.233
4922693 $ 271,624.39 80.00 0.250 0.017 1.108
4922707 $ 355,508.39 74.95 0.250 0.017 1.108
4922715 $ 327,985.93 69.16 0.250 0.017 0.483
4923565 $ 369,000.00 47.31 0.250 0.017 1.108
4923625 $ 295,869.02 90.00 01 0.250 0.017 0.483
4923759 $ 261,799.73 58.27 0.250 0.017 0.608
4923766 $ 273,561.60 75.00 0.250 0.017 1.108
4923883 $ 244,587.15 73.13 0.250 0.017 0.108
4923908 $ 369,000.00 90.00 13 0.250 0.017 0.983
4924043 $ 314,788.64 90.00 11 0.250 0.017 1.233
4924100 $ 269,556.07 88.52 33 0.250 0.017 0.233
4924103 $ 383,869.17 87.96 33 0.250 0.017 1.108
4924117 $ 278,153.09 74.29 0.250 0.017 0.358
4924126 $ 263,778.20 80.00 0.250 0.017 0.108
4924214 $ 314,793.94 75.00 0.250 0.017 1.358
4924378 $ 89,934.86 50.56 0.250 0.017 0.858
4924501 $ 305,767.15 90.00 33 0.250 0.017 0.608
4924509 $ 249,638.88 83.35 33 0.250 0.017 0.233
4924514 $ 249,608.75 66.67 0.250 0.017 0.483
4924880 $ 487,500.00 75.00 0.250 0.017 0.983
4924890 $ 422,820.66 77.00 0.250 0.017 0.358
4925070 $ 272,562.06 73.78 0.250 0.017 0.358
4925074 $ 255,790.15 77.58 0.250 0.017 0.233
4925240 $ 563,481.43 80.00 0.250 0.017 0.733
4925270 $ 519,898.04 70.00 0.250 0.017 0.608
4925460 $ 491,485.17 82.22 12 0.250 0.017 0.608
4925774 $ 394,114.55 85.00 11 0.250 0.017 0.858
4925806 $ 341,233.60 72.66 0.250 0.017 0.483
4925826 $ 324,491.39 69.89 0.250 0.017 0.483
4925830 $ 363,426.24 68.89 0.250 0.017 0.233
4925836 $ 257,750.00 74.35 0.250 0.017 0.483
4925847 $ 264,283.19 65.31 0.250 0.017 0.233
4926253 $ 312,000.00 80.00 0.250 0.017 0.983
4926824 $ 299,765.97 75.00 0.250 0.017 0.483
4927181 $ 329,532.66 55.00 0.250 0.017 0.983
4927204 $ 295,670.01 79.81 0.250 0.017 0.858
4927207 $ 364,408.35 69.07 0.250 0.017 0.358
4927350 $ 264,000.00 80.00 0.250 0.017 1.108
4927389 $ 271,413.09 69.64 0.250 0.017 1.108
4928134 $ 265,781.96 78.24 0.250 0.017 0.233
4928136 $ 300,291.94 72.53 0.250 0.017 0.483
4928189 $ 378,087.09 75.00 0.250 0.017 0.608
4928273 $ 364,000.00 89.88 17 0.250 0.017 0.858
4928528 $ 273,786.25 80.00 0.250 0.017 0.483
4928598 $ 292,260.24 75.00 0.250 0.017 0.233
4928908 $ 296,768.32 53.51 0.250 0.017 0.483
4928949 $ 649,467.20 72.22 0.250 0.017 0.233
4928971 $ 251,798.47 80.00 0.250 0.017 0.358
4928977 $ 271,787.81 80.00 0.250 0.017 0.483
4929134 $ 75,000.00 46.01 0.250 0.017 0.358
4929265 $ 320,400.00 90.00 33 0.250 0.017 1.233
4929779 $ 356,000.00 80.00 0.250 0.017 0.608
4929981 $ 339,000.00 84.75 33 0.250 0.017 0.733
4929997 $ 649,467.20 67.36 0.250 0.017 0.233
4930025 $ 459,649.97 70.77 0.250 0.017 0.608
4930149 $ 332,659.05 74.99 0.250 0.017 0.858
4930287 $ 297,600.00 80.00 0.250 0.017 1.108
4930414 $ 168,000.00 75.00 0.250 0.017 0.000
4930545 $ 305,000.00 59.69 0.250 0.017 0.858
4930759 $ 336,000.00 80.00 0.250 0.017 0.608
4930765 $ 279,200.00 80.00 0.250 0.017 0.733
4931148 $ 315,000.00 78.75 0.250 0.017 0.000
4931219 $ 253,025.75 80.00 0.250 0.017 1.108
4931349 $ 286,776.11 86.97 01 0.250 0.017 0.483
4931391 $ 499,177.92 57.47 0.250 0.017 0.233
4931403 $ 499,197.95 45.45 0.250 0.017 0.358
4931918 $ 311,250.00 75.00 0.250 0.017 0.608
4932125 $ 274,613.52 80.00 0.250 0.017 0.983
4932367 $ 288,000.00 80.00 0.250 0.017 0.983
4932601 $ 420,000.00 75.00 0.250 0.017 0.733
4932993 $ 425,000.00 68.77 0.250 0.017 0.608
4933745 $ 294,758.19 42.14 0.250 0.017 0.233
4933821 $ 278,763.07 80.00 0.250 0.017 0.483
4934493 $ 900,000.00 64.29 0.250 0.017 0.858
4934756 $ 350,000.00 78.11 0.250 0.017 0.858
4934779 $ 280,000.00 70.00 0.250 0.017 0.358
4935411 $ 253,000.00 92.00 06 0.250 0.017 0.358
4935631 $ 340,000.00 62.96 0.250 0.017 0.000
4936265 $ 397,500.00 75.00 0.250 0.017 0.608
4936304 $ 315,000.00 70.00 0.250 0.017 0.233
4936315 $ 310,000.00 61.52 0.250 0.017 0.000
4936574 $ 384,252.11 79.37 0.250 0.017 0.000
4936585 $ 239,846.50 71.99 0.250 0.017 0.108
4936707 $ 283,987.01 90.00 11 0.250 0.017 0.858
4936722 $ 297,187.43 78.42 0.250 0.017 0.000
4936731 $ 319,499.22 53.78 0.250 0.017 0.483
4936745 $ 277,237.68 77.22 0.250 0.017 0.483
4937065 $ 269,587.83 79.41 0.250 0.017 0.608
4937133 $ 247,914.91 78.89 0.250 0.017 0.483
4937170 $ 295,649.23 66.07 0.250 0.017 1.858
4937202 $ 261,210.80 74.69 0.250 0.017 0.858
4937220 $ 479,302.97 76.19 0.250 0.017 0.858
4937240 $ 317,769.84 76.63 0.250 0.017 0.858
4937261 $ 338,760.73 67.80 0.250 0.017 0.983
4937333 $ 321,766.95 88.95 33 0.250 0.017 0.858
4937513 $ 368,000.00 65.71 0.250 0.017 0.000
4937602 $ 313,000.00 69.56 0.250 0.017 0.108
4937662 $ 279,290.22 80.00 0.250 0.017 0.108
4937715 $ 396,951.07 75.00 0.250 0.017 1.108
4937814 $ 315,480.44 75.24 0.250 0.017 0.233
4937903 $ 317,731.37 62.09 0.250 0.017 0.358
4937912 $ 299,494.48 53.10 0.250 0.017 0.108
4937922 $ 299,344.47 77.92 0.250 0.017 0.858
4938174 $ 631,472.36 37.24 0.250 0.017 0.358
4938483 $ 279,403.33 84.79 17 0.250 0.017 0.858
4938543 $ 267,216.68 78.82 0.250 0.017 0.858
4938761 $ 399,010.61 80.00 0.250 0.017 0.233
4938779 $ 271,605.02 80.00 0.250 0.017 0.858
4939111 $ 289,499.22 77.33 0.250 0.017 0.000
4939209 $ 275,396.90 80.00 0.250 0.017 0.858
4939254 $ 305,778.53 72.00 0.250 0.017 0.858
4939264 $ 359,739.44 80.00 0.250 0.017 0.858
4939281 $ 304,333.54 79.22 0.250 0.017 0.858
4939312 $ 292,293.56 75.00 0.250 0.017 0.983
4939540 $ 324,764.77 67.71 0.250 0.017 0.858
4940122 $ 713,000.00 57.04 0.250 0.017 0.858
4940174 $ 320,867.60 73.82 0.250 0.017 0.858
4940181 $ 298,000.00 67.73 0.250 0.017 0.858
4940282 $ 264,808.20 77.94 0.250 0.017 0.858
4940749 $ 387,719.18 80.00 0.250 0.017 0.858
4941173 $ 400,000.00 72.73 0.250 0.017 0.233
4942169 $ 420,800.00 80.00 0.250 0.017 0.483
4942669 $ 284,798.85 95.00 11 0.250 0.017 0.983
4943011 $ 440,000.00 67.69 0.250 0.017 0.358
4943134 $ 294,000.00 68.69 0.250 0.017 0.000
4943487 $ 331,000.00 64.90 0.250 0.017 0.483
4944441 $ 371,200.00 80.00 0.250 0.017 0.358
4944808 $ 273,000.00 73.19 0.250 0.017 0.608
4945433 $ 313,600.00 79.80 0.250 0.017 0.733
4946061 $ 259,000.00 58.20 0.250 0.017 0.358
4946378 $ 293,500.00 59.90 0.250 0.017 0.358
4946789 $ 305,600.00 80.00 0.250 0.017 0.358
4947705 $ 292,000.00 80.00 0.250 0.017 0.233
4948289 $ 328,000.00 80.00 0.250 0.017 0.608
4948922 $ 371,400.00 40.59 0.250 0.017 0.233
4951828 $ 355,200.00 79.89 0.250 0.017 0.233
6413435 $ 356,962.53 80.00 0.250 0.017 0.000
6496839 $ 779,376.25 65.00 0.250 0.017 0.358
6513442 $ 354,586.64 80.00 0.250 0.017 0.000
6514127 $ 547,991.11 75.18 0.250 0.017 0.483
6553877 $ 637,693.34 80.00 0.250 0.017 0.000
6582535 $ 429,293.01 67.19 0.250 0.017 0.233
6602714 $ 281,041.27 75.00 0.250 0.017 0.733
6700469 $ 424,283.85 66.17 0.250 0.017 0.108
6703418 $ 318,525.42 80.00 0.250 0.017 0.233
6727015 $ 383,661.21 80.00 0.250 0.017 0.000
6783376 $ 249,199.61 80.00 0.250 0.017 0.358
6809791 $ 318,493.19 72.23 0.250 0.017 0.483
6812150 $ 253,496.86 85.50 0.250 0.017 0.108
6812803 $ 478,372.52 80.00 0.250 0.017 0.000
6813436 $ 265,287.69 90.00 06 0.250 0.017 0.358
6816531 $ 284,527.86 85.00 01 0.250 0.017 0.483
6816996 $ 399,058.20 78.13 0.250 0.017 0.483
6831348 $ 308,899.28 90.00 16 0.250 0.017 0.233
6835757 $ 319,750.37 80.00 0.250 0.017 0.483
6838561 $ 259,551.02 65.18 0.250 0.017 0.000
6839966 $ 289,511.34 79.93 0.250 0.017 0.108
6841169 $ 255,706.75 80.00 0.250 0.017 0.000
6844812 $ 286,912.46 80.00 0.250 0.017 0.108
6847041 $ 255,609.21 78.65 0.250 0.017 0.608
6876634 $ 389,105.12 90.00 17 0.250 0.017 0.608
6888520 $ 273,605.94 80.00 0.250 0.017 0.108
6888659 $ 249,795.07 54.04 0.250 0.017 0.233
6889843 $ 279,187.40 79.99 0.250 0.017 0.608
6892179 $ 561,228.10 79.99 0.250 0.017 0.108
6893347 $ 264,605.43 84.13 01 0.250 0.017 0.733
6898302 $ 290,104.05 95.00 11 0.250 0.017 0.733
6904407 $ 311,561.67 79.81 0.250 0.017 0.483
6908058 $ 300,604.94 80.00 0.250 0.017 0.233
6914766 $ 437,279.87 80.00 0.250 0.017 0.233
6917645 $ 313,861.00 89.99 17 0.250 0.017 0.608
6919322 $ 310,413.46 66.15 0.250 0.017 0.483
6919733 $ 447,298.93 80.00 0.250 0.017 0.483
6919873 $ 247,149.51 90.00 33 0.250 0.017 0.983
6920720 $ 354,743.06 79.98 0.250 0.017 0.858
6927698 $ 284,803.61 79.99 0.250 0.017 0.483
6930091 $ 244,587.16 51.91 0.250 0.017 0.108
6931106 $ 298,180.59 94.98 16 0.250 0.017 0.608
6933756 $ 270,675.87 72.79 0.250 0.017 0.608
6936730 $ 420,854.99 89.99 06 0.250 0.017 0.733
6942373 $ 365,245.98 90.00 17 0.250 0.017 0.608
6949910 $ 301,390.28 77.74 0.250 0.017 0.000
6955764 $ 271,621.61 79.99 0.250 0.017 0.108
6957588 $ 508,913.51 80.00 0.250 0.017 0.233
6959348 $ 324,438.80 71.95 0.250 0.017 0.000
6963809 $ 287,549.30 80.00 0.250 0.017 0.483
6964925 $ 498,219.11 78.83 0.250 0.017 0.483
6965136 $ 261,569.06 79.99 0.250 0.017 0.233
6972309 $ 294,902.03 79.99 0.250 0.017 0.108
6972344 $ 439,231.86 80.00 0.250 0.017 0.858
6980036 $ 258,947.98 88.44 11 0.250 0.017 0.358
6982897 $ 328,293.75 80.00 0.250 0.017 0.000
6987792 $ 245,951.21 94.98 16 0.250 0.017 0.983
6989082 $ 239,818.38 95.00 06 0.250 0.017 1.108
7000479 $ 354,618.19 80.00 0.250 0.017 0.483
7034825 $ 285,479.85 95.00 33 0.250 0.017 0.233
7041899 $ 243,838.42 69.99 0.250 0.017 0.108
7056431 $ 474,596.61 80.00 0.250 0.017 0.358
7062205 $ 411,071.53 79.99 0.250 0.017 0.608
7076416 $ 399,358.36 89.72 17 0.250 0.017 0.358
7083188 $ 862,963.41 66.54 0.250 0.017 0.483
7096632 $ 343,296.85 77.74 0.250 0.017 0.000
7113564 $ 306,953.03 80.00 0.250 0.017 0.000
7116118 $ 976,837.22 70.00 0.250 0.017 0.358
7117134 $ 958,497.70 80.00 0.250 0.017 0.483
7117922 $ 272,887.27 82.88 17 0.250 0.017 0.733
7118340 $ 411,994.02 70.00 0.250 0.017 0.733
7119665 $ 269,383.86 68.36 0.250 0.017 0.483
7119989 $ 272,583.27 69.96 0.250 0.017 0.608
7121842 $ 401,420.83 80.00 0.250 0.017 0.483
7128634 $ 336,401.30 90.00 12 0.250 0.017 0.483
7135645 $ 384,876.39 90.00 06 0.250 0.017 0.108
7150609 $ 467,676.83 79.99 0.250 0.017 0.000
7166612 $ 298,945.32 75.57 0.250 0.017 0.000
7175670 $ 415,675.48 80.00 0.250 0.017 0.483
7179779 $ 424,872.07 80.00 0.250 0.017 0.483
7180251 $ 269,183.22 79.88 0.250 0.017 0.733
7184844 $ 274,785.48 46.22 0.250 0.017 0.483
7200498 $ 279,528.19 53.33 0.250 0.017 0.108
7202678 $ 297,409.07 80.00 0.250 0.017 0.733
7203897 $ 273,932.75 50.00 0.250 0.017 0.358
7212316 $ 280,320.64 80.00 0.250 0.017 0.483
7213515 $ 291,543.06 80.00 0.250 0.017 0.483
7213902 $ 272,265.38 74.66 0.250 0.017 0.000
7221667 $ 277,383.45 80.00 0.250 0.017 0.483
7224402 $ 344,103.87 64.49 0.250 0.017 0.000
7224445 $ 399,695.63 64.00 0.250 0.017 0.608
7225271 $ 343,338.55 54.98 0.250 0.017 0.608
7226543 $ 287,780.86 90.00 12 0.250 0.017 0.608
7227037 $ 606,496.15 60.80 0.250 0.017 0.233
7228119 $ 998,355.82 47.62 0.250 0.017 0.233
7229102 $ 296,934.60 59.48 0.250 0.017 0.483
7231502 $ 259,807.04 80.00 0.250 0.017 0.733
7231795 $ 436,667.48 69.92 0.250 0.017 0.608
7231812 $ 297,333.35 77.40 0.250 0.017 0.483
7235922 $ 374,072.47 75.00 0.250 0.017 0.233
7237106 $ 299,506.75 67.42 0.250 0.017 0.233
7239581 $ 499,197.95 50.00 0.250 0.017 0.358
7239821 $ 267,801.11 80.00 0.250 0.017 0.733
7239867 $ 246,344.31 75.00 0.250 0.017 0.233
7239891 $ 247,611.89 80.00 0.250 0.017 0.483
7242140 $ 363,430.38 80.00 0.250 0.017 0.483
7249074 $ 254,381.06 82.19 06 0.250 0.017 0.233
7249426 $ 306,223.29 69.77 0.250 0.017 0.108
7251238 $ 375,281.96 68.35 0.250 0.017 0.233
7257425 $ 479,230.02 78.05 0.250 0.017 0.358
7258528 $ 489,233.21 60.12 0.250 0.017 0.483
7258568 $ 499,236.74 65.62 0.250 0.017 0.608
7258596 $ 286,166.25 71.75 0.250 0.017 0.358
7258635 $ 798,684.67 61.54 0.250 0.017 0.233
7261995 $ 244,587.16 44.95 0.250 0.017 0.108
7264318 $ 299,777.36 73.17 0.250 0.017 0.733
7267861 $ 329,457.42 52.38 0.250 0.017 0.233
7270035 $ 325,502.36 67.92 0.250 0.017 0.608
7276280 $ 379,405.33 95.00 11 0.250 0.017 0.483
7281466 $ 569,544.18 47.11 0.250 0.017 0.358
7282200 $ 398,872.78 80.00 0.250 0.017 0.233
7283139 $ 439,639.33 79.28 0.250 0.017 0.233
7283915 $ 460,940.51 75.00 0.250 0.017 1.233
7285558 $ 392,337.77 74.86 0.250 0.017 0.108
7292160 $ 276,284.30 73.73 0.250 0.017 0.483
7292930 $ 293,891.63 59.47 0.250 0.017 0.000
7293107 $ 295,751.32 78.93 0.250 0.017 0.108
7293309 $ 387,991.87 66.56 0.250 0.017 0.483
7294631 $ 245,569.87 63.06 0.250 0.017 0.858
7294884 $ 284,319.18 63.33 0.250 0.017 0.108
7294889 $ 240,328.66 89.26 17 0.250 0.017 0.358
7295118 $ 286,802.06 74.87 0.250 0.017 0.358
7296615 $ 593,921.61 69.99 0.250 0.017 0.233
7297347 $ 480,129.47 58.43 0.250 0.017 0.483
7297876 $ 259,561.89 49.64 0.250 0.017 0.108
7298008 $ 636,451.85 75.00 0.250 0.017 0.233
7298411 $ 441,637.69 60.97 0.250 0.017 0.233
7298663 $ 260,296.78 89.83 06 0.250 0.017 0.483
7298927 $ 273,281.65 64.35 0.250 0.017 0.483
7299409 $ 299,404.41 63.16 0.250 0.017 0.108
7299437 $ 268,779.51 72.90 0.250 0.017 0.233
7299470 $ 295,559.29 80.00 0.250 0.017 0.733
7300593 $ 241,986.23 62.26 0.250 0.017 0.358
7300734 $ 294,502.90 65.56 0.250 0.017 0.108
7300954 $ 339,454.61 61.26 0.250 0.017 0.358
7302353 $ 586,510.03 78.97 0.250 0.017 0.108
7302356 $ 306,456.80 79.74 0.250 0.017 0.000
7308790 $ 302,513.94 69.66 0.250 0.017 0.358
7308885 $ 277,043.75 75.00 0.250 0.017 0.233
7309680 $ 256,617.35 33.82 0.250 0.017 0.733
7310963 $ 317,474.81 62.14 0.250 0.017 0.358
7311102 $ 277,032.39 79.51 0.250 0.017 0.108
7311127 $ 243,508.23 80.00 0.250 0.017 0.108
7311153 $ 348,004.72 58.33 0.250 0.017 0.108
7311482 $ 249,289.45 79.27 0.250 0.017 0.233
7311708 $ 492,189.43 41.08 0.250 0.017 0.233
7311998 $ 247,002.32 88.29 17 0.250 0.017 0.358
7312092 $ 299,518.76 53.10 0.250 0.017 0.358
7314126 $ 241,421.62 94.99 06 0.250 0.017 0.483
7314794 $ 303,512.36 80.00 0.250 0.017 0.358
7316107 $ 333,450.85 66.40 0.250 0.017 0.233
7316432 $ 328,459.06 50.62 0.250 0.017 0.233
7317502 $ 251,575.37 80.00 0.250 0.017 0.108
7318191 $ 387,726.15 80.00 0.250 0.017 0.983
7318231 $ 243,804.88 80.00 0.250 0.017 0.358
7318383 $ 248,919.45 90.00 13 0.250 0.017 0.608
7318531 $ 445,765.87 58.75 0.250 0.017 0.233
7319912 $ 334,718.56 56.30 0.250 0.017 0.108
7321385 $ 898,556.29 62.28 0.250 0.017 0.358
7323009 $ 339,518.51 74.73 0.250 0.017 0.983
7323046 $ 253,212.88 80.00 0.250 0.017 0.608
7324214 $ 291,439.36 80.00 0.250 0.017 0.000
7324345 $ 359,143.09 79.77 0.250 0.017 0.483
7325173 $ 329,748.89 73.33 0.250 0.017 0.608
7325783 $ 531,097.58 66.63 0.250 0.017 0.108
7327272 $ 243,618.17 80.00 0.250 0.017 0.483
7328664 $ 291,572.22 80.00 0.250 0.017 0.483
7329476 $ 276,088.31 77.02 0.250 0.017 0.733
7330005 $ 257,607.09 95.00 24 0.250 0.017 0.358
7330245 $ 322,926.30 77.00 0.250 0.017 0.608
7330313 $ 245,495.70 83.36 01 0.250 0.017 0.233
7330729 $ 399,342.33 46.51 0.250 0.017 0.233
7333051 $ 244,596.93 72.06 0.250 0.017 0.358
7336753 $ 349,380.70 60.34 0.250 0.017 0.000
7336815 $ 391,401.60 79.84 0.250 0.017 0.608
7337003 $ 242,619.73 90.00 06 0.250 0.017 0.483
7337091 $ 363,701.63 80.00 0.250 0.017 0.233
7337237 $ 328,068.78 90.00 13 0.250 0.017 1.358
7337403 $ 421,237.01 80.00 0.250 0.017 0.000
7337720 $ 317,732.85 55.79 0.250 0.017 0.108
7338616 $ 290,749.46 62.58 0.250 0.017 0.000
7339565 $ 336,945.09 90.00 06 0.250 0.017 0.233
7340022 $ 360,206.79 80.00 0.250 0.017 0.233
7341402 $ 451,601.21 82.18 0.250 0.017 0.000
7341978 $ 274,774.59 42.31 0.250 0.017 0.233
7342056 $ 315,480.43 80.00 0.250 0.017 0.233
7343613 $ 259,582.93 80.00 0.250 0.017 0.358
7343815 $ 257,543.49 77.59 0.250 0.017 0.000
7344149 $ 373,874.63 39.81 0.250 0.017 0.108
7346384 $ 398,224.17 79.94 0.250 0.017 0.233
7347005 $ 274,774.59 47.09 0.250 0.017 0.233
7347971 $ 309,752.10 61.20 0.250 0.017 0.358
7348926 $ 306,142.59 61.28 0.250 0.017 0.108
7349153 $ 399,695.63 65.79 0.250 0.017 0.608
7349677 $ 361,196.29 79.10 0.250 0.017 0.108
7350052 $ 648,877.57 71.35 0.250 0.017 0.000
7350127 $ 396,347.26 49.63 0.250 0.017 0.233
7350195 $ 438,278.20 62.71 0.250 0.017 0.233
7350451 $ 330,728.68 46.62 0.250 0.017 0.233
7350876 $ 255,768.29 77.64 0.250 0.017 0.108
7352038 $ 400,340.70 84.42 01 0.250 0.017 0.233
7352731 $ 395,667.31 80.00 0.250 0.017 0.108
7352757 $ 349,424.54 58.00 0.250 0.017 0.233
7353958 $ 450,520.70 79.98 0.250 0.017 0.000
7354666 $ 800,327.06 61.62 0.250 0.017 0.108
7355642 $ 390,079.99 46.48 0.250 0.017 0.233
7356144 $ 309,758.17 46.97 0.250 0.017 0.483
7356186 $ 264,553.46 63.86 0.250 0.017 0.108
7356409 $ 464,216.44 33.21 0.250 0.017 0.108
7356418 $ 273,445.08 66.59 0.250 0.017 0.108
7356421 $ 245,793.29 75.46 0.250 0.017 0.358
7356467 $ 374,368.11 75.00 0.250 0.017 0.108
7356771 $ 304,750.00 69.32 0.250 0.017 0.233
7356906 $ 383,661.21 80.00 0.250 0.017 0.000
7356918 $ 247,592.25 80.00 0.250 0.017 0.233
7357168 $ 799,406.28 45.11 0.250 0.017 0.733
7357405 $ 279,441.13 60.87 0.250 0.017 0.000
7359608 $ 253,616.31 90.00 12 0.250 0.017 0.858
7360668 $ 252,094.96 72.14 0.250 0.017 0.358
7361657 $ 486,678.53 75.00 0.250 0.017 0.108
7361723 $ 998,435.10 30.58 0.250 0.017 0.483
7366314 $ 291,565.23 62.13 0.250 0.017 0.733
7366454 $ 499,217.55 67.11 0.250 0.017 0.483
7366502 $ 328,761.88 59.82 0.250 0.017 0.858
7367129 $ 299,771.72 74.07 0.250 0.017 0.608
7371013 $ 351,732.15 80.00 0.250 0.017 0.608
7373759 $ 649,529.55 76.47 0.250 0.017 0.858
7379524 $ 309,764.12 70.94 0.250 0.017 0.608
7380082 $ 275,789.99 80.00 0.250 0.017 0.608
7380185 $ 399,655.61 75.19 0.250 0.017 0.000
7382638 $ 347,413.61 80.00 0.250 0.017 0.108
7382782 $ 369,618.46 65.20 0.250 0.017 0.608
7384168 $ 961,035.72 70.00 0.250 0.017 0.733
7384825 $ 331,727.87 60.36 0.250 0.017 0.233
7386041 $ 299,771.72 50.00 0.250 0.017 0.608
7394922 $ 435,651.34 80.00 0.250 0.017 0.358
7394928 $ 269,339.72 90.00 17 0.250 0.017 0.483
7395690 $ 285,168.33 74.29 0.250 0.017 0.233
7397602 $ 259,802.16 52.53 0.250 0.017 0.608
7398404 $ 287,662.11 90.00 24 0.250 0.017 0.000
7401192 $ 287,775.33 80.00 0.250 0.017 0.483
7401975 $ 999,276.23 40.00 0.250 0.017 0.858
7404088 $ 431,645.89 80.00 0.250 0.017 0.233
7404570 $ 337,336.64 80.00 0.250 0.017 0.483
7406381 $ 259,682.77 85.00 24 0.250 0.017 0.358
7409287 $ 326,963.18 45.44 0.250 0.017 0.858
7410835 $ 309,769.94 62.00 0.250 0.017 0.733
7413429 $ 649,467.20 77.39 0.250 0.017 0.233
7420335 $ 309,322.48 49.30 0.250 0.017 0.608
7431169 $ 303,774.39 80.00 0.250 0.017 0.733
7435115 $ 359,712.11 80.00 0.250 0.017 0.358
7437754 $ 317,258.41 64.47 0.250 0.017 0.608
7462435 $ 324,000.00 80.00 0.250 0.017 0.733
7464809 $ 299,765.97 75.00 0.250 0.017 0.483
$ 357,831,190.56
</TABLE>
COUNT: 1019
WAC: 7.20475125
WAM: 357.2425578
WALTV: 69.6972821
<PAGE>
EXHIBIT F-3
Schedule of Mortgage Loans Serviced by Other Servicers
<TABLE>
NASCOR
NMI / 1999-01 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>
4800139 UNIVERSITY PARK FL 34201 SFD 7.250 6.500 $1,647.71 348 1-Mar-27
4837541 MONTVILLE OH 44256 SFD 7.500 6.500 $1,957.81 360 1-Oct-28
4843045 SAN DIEGO CA 92131 SFD 7.500 6.500 $2,880.76 360 1-Jul-28
4849726 AGOURA HILLS CA 91301 SFD 7.500 6.500 $2,964.67 360 1-Aug-28
4849924 PLEASANTON CA 94566 SFD 7.500 6.500 $1,978.78 360 1-Aug-28
4853321 PORTLAND CT 06480 SFD 7.375 6.500 $2,624.57 360 1-Jul-28
4854524 SPIRIT LAKE IA 51360 LCO 7.750 6.500 $1,934.31 360 1-Nov-27
4854689 ANCHORAGE AK 99515 LCO 7.750 6.500 $341.02 360 1-Dec-27
4854958 SALISBURY MD 21804 PUD 7.750 6.500 $1,540.28 360 1-Jan-28
4855767 PONTE VEDRA BEACH FL 32082 SFD 7.750 6.500 $1,701.90 317 1-May-24
4859372 HUNTINGTON BEACH CA 92648 LCO 7.500 6.500 $2,321.40 360 1-Jun-28
4859770 OAK RIDGE TN 37830 SFD 7.250 6.500 $1,918.63 360 1-Jun-28
4860268 SAN DIEGO CA 92130 SFD 7.750 6.500 $2,569.77 360 1-Jul-28
4860804 NEWPORT BEACH CA 92663 SFD 7.500 6.500 $3,747.79 360 1-May-28
4862501 ARDMORE PA 19003 HCO 7.375 6.500 $987.66 360 1-Sep-28
4869794 RALEIGH NC 27614 SFD 7.250 6.500 $3,383.25 360 1-Sep-28
4870051 GILBERT AZ 85234 SFD 7.500 6.500 $2,517.18 360 1-Aug-28
4870066 WESTLAKE LA 70669 SFD 7.250 6.500 $1,911.80 360 1-Aug-28
4871454 UPPER ARLINGTON OH 43221 SFD 7.500 6.500 $2,272.45 360 1-Aug-28
4871537 CHARLOTTESVILLE VA 22901 SFD 7.250 6.500 $3,990.74 360 1-Sep-28
4871560 OCEAN CITY NJ 08226 SFD 7.250 6.500 $2,701.42 360 1-Aug-28
4871743 ANNAPOLIS MD 21403 SFD 7.500 6.500 $2,657.02 360 1-Aug-28
4872112 DAVIDSONVILLE MD 21035 SFD 7.625 6.500 $1,888.40 360 1-Aug-28
4872331 STATEN ISLAND NY 10307 SFD 7.375 6.500 $2,169.42 360 1-Aug-28
4872393 MANDEVILLE LA 70471 SFD 7.125 6.500 $1,576.50 360 1-Nov-28
4872521 CROWNSVILLE MD 21032 PUD 7.500 6.500 $2,050.10 360 1-Aug-28
4872540 PHOENIX AZ 85018 SFD 7.250 6.500 $3,110.72 360 1-Aug-28
4872561 RUMSON NJ 07760 SFD 7.125 6.500 $4,244.43 360 1-Sep-28
4872568 LAS VEGAS NV 89107 PUD 6.875 6.500 $3,133.56 360 1-Aug-28
4873050 SCOTTSDALE AZ 85259 SFD 7.875 6.500 $1,957.69 360 1-Aug-28
4873197 MESA AZ 85205 PUD 7.125 6.500 $1,886.41 360 1-Aug-28
4873214 ATLANTA GA 30328 SFD 7.125 6.500 $2,517.01 360 1-Aug-28
4873264 LITTLETON CO 80126 SFD 7.250 6.500 $1,946.93 360 1-Aug-28
4873271 HARLEYSVILLE PA 19438 SFD 7.375 6.500 $1,810.95 360 1-Aug-28
4873465 MITCHELLVILLE MD 20720 SFD 8.250 6.500 $1,846.99 360 1-Aug-28
4873500 IRVING TX 75063 PUD 7.125 6.500 $2,110.43 360 1-Aug-28
4873679 FLAGSTAFF AZ 86001 SFD 7.000 6.500 $1,586.75 360 1-Aug-28
4873695 PARADISE VALLEY AZ 85253 SFD 7.375 6.500 $2,514.06 360 1-Aug-28
4873786 RICHMOND VA 23220 SFD 7.375 6.500 $2,120.38 360 1-Aug-28
4873799 OAKWOOD GA 30566 SFD 7.375 6.500 $2,348.30 360 1-Aug-28
4873829 SUSSEX WI 53089 SFD 7.250 6.500 $1,688.39 360 1-Aug-28
4873931 SPRING LAKE NJ 07762 SFD 7.500 6.500 $1,957.81 360 1-Sep-28
4874365 NEWTON MA 02159 SFD 8.250 6.500 $2,253.80 360 1-Aug-28
4874387 DETROIT MI 48214 SFD 7.125 6.500 $1,816.35 360 1-Aug-28
4874447 BETHESDA MD 20814 SFD 7.000 6.500 $1,995.91 360 1-Aug-28
4874466 RICHARDSON TX 75080 SFD 7.500 6.500 $1,957.81 360 1-Aug-28
4874495 HUDDLESTON VA 24104 SFD 7.375 6.500 $2,417.37 360 1-Aug-28
4874618 MINNETONKA MN 55345 SFD 7.375 6.500 $2,254.36 360 1-Aug-28
4874672 ALABASTER AL 35007 SFD 7.500 6.500 $2,183.65 360 1-Aug-28
4874688 EUREKA MO 63025 SFD 7.375 6.500 $2,707.45 360 1-Aug-28
4874696 APEX NC 27502 PUD 7.125 6.500 $1,974.67 360 1-Aug-28
4874850 RIO RICO AZ 85648 SFD 7.250 6.500 $1,603.80 360 1-May-28
4875020 PHOENIX AZ 85028 SFD 7.375 6.500 $1,989.15 360 1-Aug-28
4875059 ORLANDO FL 32817 SFD 7.250 6.500 $1,799.92 360 1-Aug-28
4875197 NORTH BARRINGTON IL 60010 SFD 7.375 6.500 $3,453.38 360 1-Aug-28
4875857 RADNOR TOWNSHIP PA 19010 SFD 7.125 6.500 $2,230.01 360 1-Aug-28
4875969 SCOTTSDALE AZ 85255 PUD 7.125 6.500 $3,368.59 360 1-Aug-28
4876179 SEATTLE WA 98119 SFD 7.250 6.500 $1,749.79 360 1-Aug-28
4876191 STATEN ISLAND NY 10314 SFD 7.625 6.500 $1,698.70 360 1-Sep-28
4876277 PAUPACK PA 18451 SFD 7.500 6.500 $2,372.44 360 1-Aug-28
4876310 FREMONT CA 94536 SFD 7.500 6.500 $1,863.41 360 1-Aug-28
4876739 UPPER SADDLE RIVER NJ 07458 SFD 7.375 6.500 $1,933.90 360 1-Aug-28
4877415 BOCA RATON FL 33496 PUD 7.375 6.500 $1,851.01 360 1-Aug-28
4877587 TULSA OK 74137 SFD 7.000 6.500 $1,995.91 360 1-Nov-28
4877837 PLACENTIA CA 92870 SFD 8.250 6.500 $2,111.06 360 1-Jul-28
4877881 SUNSET HILLS MO 63127 SFD 7.250 6.500 $2,455.84 360 1-Sep-28
4878282 LONG BEACH CA 90814 SFD 7.875 6.500 $2,189.71 360 1-Jul-28
4878535 CAPE CORAL FL 33914 SFD 7.375 6.500 $1,709.43 360 1-Nov-28
4879329 SIMI VALLEY CA 93065 SFD 7.500 6.500 $2,796.51 360 1-Sep-28
4879407 ZIONSVILLE IN 46077 PUD 7.500 6.500 $3,963.42 360 1-Aug-28
4879673 NAPA CA 94558 SFD 7.500 6.500 $5,532.19 360 1-Aug-28
4879840 MILLBURN NJ 07078 SFD 6.875 6.500 $3,218.95 360 1-Aug-28
4879966 ESSEXVILLE MI 48732 SFD 7.375 6.500 $884.79 360 1-Aug-28
4883997 PENSACOLA FL 32507 SFD 7.500 6.500 $1,734.05 360 1-Jul-28
4884037 GOLDEN BEACH FL 33160 SFD 7.375 6.500 $1,965.02 343 1-Mar-27
4884054 BOCA RATON FL 33496 SFD 7.125 6.500 $2,358.01 360 1-Aug-28
4884056 ORLANDO FL 32836 SFD 7.625 6.500 $2,558.00 360 1-Jul-23
4884059 LONGWOOD FL 32779 SFD 7.250 6.500 $2,182.96 360 1-Sep-28
4886348 CHICAGO IL 60610 HCO 7.250 6.500 $1,814.59 360 1-Sep-28
4886939 IRMO SC 29063 SFD 7.250 6.500 $2,585.45 360 1-Sep-28
4887140 BIXBY OK 74008 SFD 7.250 6.500 $2,892.43 360 1-Nov-28
4888381 SALT LAKE CITY UT 84103 SFD 7.125 6.500 $1,920.10 360 1-Sep-28
4888388 ANAHEIM CA 92807 SFD 7.875 6.500 $1,772.80 360 1-Sep-28
4889015 SAN JOSE CA 95138 SFD 7.750 6.500 $2,371.33 360 1-Aug-28
4889085 LA JOLLA CA 92037 SFD 7.500 6.500 $3,461.12 360 1-Aug-28
4889121 RICHMOND VA 23233 SFD 7.125 6.500 $1,824.09 360 1-Jun-28
4889134 WASHINGTON DC 20011 SFD 7.625 6.500 $1,649.16 360 1-Jul-28
4889149 SCOTTSDALE AZ 85259 PUD 7.625 6.500 $3,708.84 360 1-Aug-28
4889831 KNOXVILLE TN 37922 PUD 7.375 6.500 $2,486.43 360 1-Aug-28
4889854 SALT LAKE CITY UT 84105 SFD 7.250 6.500 $1,790.71 360 1-Sep-28
4889878 LONG VALLEY NJ 07053 SFD 7.875 6.500 $2,088.20 360 1-Sep-28
4889920 FORT COLLINS CO 80525 SFD 7.000 6.500 $3,773.60 360 1-Aug-28
4890063 OMAHA NE 68118 SFD 7.375 6.500 $2,284.06 360 1-Aug-28
4890461 PAYSON AZ 85541 SFD 7.625 6.500 $4,045.34 348 1-Jul-27
4891173 TAMPA FL 33613 SFD 7.125 6.500 $3,772.82 360 1-Sep-28
4892864 TULSA OK 74137 SFD 6.875 6.500 $1,763.85 360 1-Nov-28
4893429 SCOTTSDALE AZ 85262 PUD 7.250 6.500 $2,455.84 360 1-Sep-28
4893456 ROSWELL GA 30075 PUD 7.125 6.500 $1,588.63 360 1-Sep-28
4896063 LOS ANGELES CA 90068 SFD 7.500 6.500 $3,566.00 360 1-Sep-28
4896556 OREGON CITY OR 97045 SFD 7.000 6.500 $1,776.36 360 1-Oct-28
4896660 VALENCIA CA 91354 SFD 7.625 6.500 $1,783.65 360 1-Sep-28
4906860 CARPENTERIA CA 93013 SFD 7.375 6.500 $2,568.62 360 1-Oct-28
4906891 LEXINGTON MA 02173 SFD 7.375 6.500 $2,313.76 360 1-Sep-28
4906982 NAPERVILLE IL 60540 SFD 7.125 6.500 $1,750.66 360 1-Aug-28
4908106 VENTURA CA 93001 SFD 7.125 6.500 $2,236.75 360 1-Oct-28
4908143 SAN JOSE CA 95133 SFD 7.125 6.500 $2,021.16 360 1-Oct-28
4908328 CASCADE TOWNSHIP MI 49546 LCO 7.500 6.500 $4,544.89 360 1-Sep-28
4909450 NAPA CA 94558 SFD 7.250 6.500 $1,896.45 360 1-Oct-28
4909652 SAN DIEGO CA 92129 SFD 7.250 6.500 $1,807.77 360 1-Oct-28
4909816 EL CAJON CA 92019 SFD 7.750 6.500 $3,188.03 360 1-Oct-28
4909860 CHERRY HILL NJ 08003 SFD 7.375 6.500 $2,096.20 360 1-Sep-28
4909923 HERMOSA BEACH CA 90254 SFD 7.375 6.500 $2,072.03 360 1-Oct-28
4909934 CASTLE ROCK CO 80104 PUD 7.375 6.500 $1,868.97 360 1-Oct-28
4909962 GLEN ARM MD 21057 SFD 7.375 6.500 $2,672.91 360 1-Sep-28
4909983 LAKE FOREST IL 60045 SFD 7.375 6.500 $2,849.03 360 1-Oct-28
4910053 KINGWOOD TX 77345 SFD 7.375 6.500 $1,886.92 360 1-Sep-28
4910129 AURORA CO 80016 SFD 7.375 6.500 $2,143.86 360 1-Sep-28
4910284 SAN JOSE CA 95126 SFD 7.125 6.500 $3,220.11 360 1-Oct-28
4910313 WAYNE IL 60184 SFD 7.375 6.500 $3,042.42 360 1-Sep-28
4910670 CLIFTON VA 22024 SFD 7.500 6.500 $1,789.99 360 1-Sep-28
4910711 PALMYRA WI 53156 SFD 7.250 6.500 $1,894.41 360 1-Sep-28
4910759 GROSSE POINTE MI 48230 SFD 7.750 6.500 $1,743.04 360 1-Aug-28
4910784 HARVEY LA 70058 SFD 7.625 6.500 $1,719.94 360 1-Sep-28
4910910 ST. CHARLES IL 60175 SFD 7.625 6.500 $2,275.70 360 1-Oct-28
4911174 AURORA IL 60504 SFD 7.250 6.500 $1,952.39 360 1-Sep-28
4911257 ELM GROVE WI 53122 SFD 7.250 6.500 $2,176.15 360 1-Oct-28
4911324 COLORADO SPRINGS CO 80919 SFD 7.250 6.500 $2,234.27 348 1-Sep-27
4911340 HARTLAND WI 53029 SFD 7.500 6.500 $2,146.59 360 1-Sep-28
4911368 BURLINGAME CA 94010 SFD 7.625 6.500 $2,070.30 360 1-Sep-28
4911390 HARTLAND WI 53029 SFD 7.250 6.500 $1,869.17 360 1-Oct-28
4911406 WATERFORD WI 53185 SFD 7.250 6.500 $1,841.88 360 1-Oct-28
4911776 WELLESLEY MA 02482 SFD 7.250 6.500 $1,720.29 300 1-Sep-23
4911951 SPRINGFIELD MO 65809 SFD 7.250 6.500 $1,948.27 360 1-Oct-28
4912050 OCEANSIDE NY 11572 SFD 7.500 6.500 $1,887.88 360 1-Sep-28
4912055 ROCKVILLE MD 20853 SFD 7.750 6.500 $1,776.70 360 1-Oct-28
4912117 BELLEVUE WA 98008 SFD 7.625 6.500 $2,574.60 360 1-Oct-28
4916702 FALMOUTH ME 04015 SFD 7.750 6.500 $2,292.52 360 1-Dec-28
4919261 LAGUNA BEACH CA 92651 SFD 7.100 6.500 $3,037.59 360 1-Oct-28
4919337 ENCINITAS CA 92024 SFD 7.100 6.500 $2,620.93 360 1-Oct-28
4919385 SAN JOSE CA 95120 SFD 7.050 6.500 $2,166.48 360 1-Oct-28
4919412 SAN JOSE CA 95130 SFD 7.300 6.500 $1,930.57 360 1-Oct-28
4919422 LAKE FOREST CA 92630 PUD 7.200 6.500 $1,883.64 360 1-Oct-28
4919456 CAMBRIA CA 93428 SFD 6.950 6.500 $2,018.95 360 1-Oct-28
4919497 RANCHO PALOS VERDES CA 90275 SFD 7.050 6.500 $3,743.19 360 1-Oct-28
4919506 SAN JOSE CA 95124 SFD 7.500 6.500 $1,813.07 360 1-Oct-28
4919511 SANTA CRUZ CA 95060 SFD 7.250 6.500 $2,285.30 360 1-Oct-28
4919530 SAN JOSE CA 95118 SFD 7.100 6.500 $1,692.85 360 1-Oct-28
4919531 NAPA CA 94558 SFD 7.250 6.500 $2,182.97 360 1-Oct-28
4919543 SAN JOSE CA 95120 SFD 6.950 6.500 $1,967.31 360 1-Oct-28
4919562 MORGAN HILL CA 95037 SFD 7.400 6.500 $2,769.52 360 1-Oct-28
4919572 MORGAN HILL CA 95037 SFD 7.350 6.500 $2,855.11 360 1-Oct-28
4919575 GILROY CA 95020 SFD 7.150 6.500 $1,972.19 360 1-Oct-28
4919589 SANTA BARBARA CA 93108 SFD 7.400 6.500 $2,423.33 360 1-Oct-28
4919610 DEL MAR CA 92104 SFD 7.300 6.500 $2,415.96 360 1-Oct-28
4919622 GLENVIEW IL 60025 SFD 7.450 6.500 $1,983.02 360 1-Oct-28
4919630 LAGUNA NIGEL CA 92677 PUD 7.400 6.500 $3,101.87 360 1-Oct-28
4919637 LOS ANGELES CA 90077 LCO 7.350 6.500 $3,968.48 360 1-Oct-28
4919639 RANCHO SANTA FE CA 92067 SFD 7.500 6.500 $4,195.29 360 1-Oct-28
4919645 SANTA ROSA CA 95404 SFD 7.400 6.500 $2,642.13 360 1-Oct-28
4919655 TORRANCE CA 90501 LCO 7.100 6.500 $1,666.64 360 1-Oct-28
4919663 SAN DIEGO CA 92130 SFD 7.250 6.500 $1,760.02 360 1-Oct-28
4919664 SAN JOSE CA 95119 SFD 7.450 6.500 $2,003.89 360 1-Oct-28
4919671 WALNUT CREEK CA 94598 SFD 7.350 6.500 $1,925.68 360 1-Oct-28
4919673 IRVINGTON NY 10533 SFD 7.400 6.500 $2,693.36 360 1-Oct-28
4919679 LONG BEACH CA 90803 SFD 7.350 6.500 $3,048.71 360 1-Oct-28
4919963 RIDGEFIELD CT 06877 SFD 7.450 6.500 $2,400.49 360 1-Oct-28
4919967 SALINAS CA 93908 SFD 7.400 6.500 $1,749.65 360 1-Oct-28
4919989 NEWPORT BEACH CA 92660 SFD 7.550 6.500 $1,986.37 360 1-Oct-28
4919997 LOS ANGELES CA 90008 SFD 7.350 6.500 $1,929.13 360 1-Oct-28
4920004 SAN MATEO CA 94402 SFD 7.100 6.500 $2,184.11 360 1-Oct-28
4920030 GLENDALE CA 91208 PUD 7.450 6.500 $1,720.01 360 1-Oct-28
4920039 SANTA ROSA CA 95403 SFD 7.350 6.500 $1,836.80 360 1-Oct-28
4920046 STUDIO CITY CA 91604 SFD 7.000 6.500 $1,949.34 360 1-Oct-28
4920064 NEWPORT BEACH CA 92660 PUD 7.150 6.500 $4,390.15 360 1-Oct-28
4920087 LAGUNA NIGUEL CA 92677 SFD 7.400 6.500 $2,319.48 360 1-Oct-28
4920091 BELL CANYON CA 91307 SFD 7.125 6.500 $1,677.56 360 1-Oct-28
4920092 SAN DIEGO CA 92106 SFD 7.500 6.500 $1,727.06 360 1-Oct-28
4920098 ALISO VIEJO CA 92656 PUD 7.200 6.500 $1,832.73 360 1-Oct-28
4920101 SAN JOSE CA 95130 SFD 7.050 6.500 $1,642.24 360 1-Oct-28
4920121 IRVINGTON NY 10533 SFD 7.250 6.500 $3,410.89 360 1-Oct-28
4920123 MORGAN HILL CA 95037 SFD 7.150 6.500 $3,456.06 360 1-Oct-28
4920129 SANTA ROSA CA 95404 SFD 7.400 6.500 $1,661.72 360 1-Oct-28
4920141 ERWINNA PA 18920 SFD 7.125 6.500 $2,245.17 360 1-Oct-28
4920149 MISSION VIEJO CA 92692 SFD 7.400 6.500 $2,395.64 360 1-Oct-28
4920165 LA CRESCENTA CA 91214 SFD 7.125 6.500 $2,425.39 360 1-Oct-28
4920219 GILROY CA 95020 SFD 7.450 6.500 $1,739.49 360 1-Oct-28
4920245 APTOS CA 95003 SFD 7.150 6.500 $2,499.01 360 1-Oct-28
4920288 ROHNERT PARK CA 94928 SFD 7.350 6.500 $2,164.76 360 1-Oct-28
4920300 CAMPBELL CA 95008 SFD 7.200 6.500 $3,183.52 360 1-Oct-28
4920313 SAN JOSE CA 95125 SFD 7.000 6.500 $2,082.40 360 1-Oct-28
4920320 SAN CARLOS CA 94070 SFD 7.400 6.500 $2,376.25 360 1-Oct-28
4920331 SAN DIMAS CA 91773 SFD 7.050 6.500 $1,671.66 360 1-Oct-28
4920352 NEVADA CITY CA 95959 SFD 7.450 6.500 $2,539.65 360 1-Oct-28
4920358 SOUTH PASADENA CA 91030 SFD 7.300 6.500 $1,871.61 360 1-Oct-28
4920359 SAN DIEGO CA 92122 SFD 7.250 6.500 $1,976.27 360 1-Oct-28
4920383 SAN JOSE CA 95132 SFD 7.000 6.500 $1,820.27 360 1-Oct-28
4920397 SAN PEDRO CA 90731 SFD 7.300 6.500 $1,892.18 360 1-Oct-28
4920418 REDWOOD CITY CA 94061 SFD 7.350 6.500 $2,204.72 360 1-Oct-28
4920432 SAN DIEGO CA 92122 SFD 7.100 6.500 $1,639.76 360 1-Oct-28
4920471 LOS ANGELES CA 90035 SFD 7.250 6.500 $2,012.43 360 1-Oct-28
4920472 BELLE MEAD NJ 08502 SFD 6.875 6.500 $2,548.89 360 1-Sep-28
4920494 SANTA BARBARA CA 93111 SFD 7.400 6.500 $1,855.58 360 1-Oct-28
4920504 LOS ANGELES CA 90004 SFD 7.500 6.500 $2,097.65 360 1-Oct-28
4920779 HUNTINGTON BEACH CA 92648 SFD 7.400 6.500 $2,229.47 360 1-Oct-28
4920789 SAN BRUNO CA 94066 SFD 7.200 6.500 $1,764.85 360 1-Oct-28
4920795 MORAGA CA 94556 SFD 7.000 6.500 $1,909.42 360 1-Oct-28
4920796 GOLETA CA 93117 SFD 6.950 6.500 $1,754.17 360 1-Oct-28
4920802 ROLLING HILL ESTATES CA 90274 PUD 7.050 6.500 $1,801.39 360 1-Oct-28
4920817 PACIFIC GROVE CA 93950 SFD 7.350 6.500 $1,653.54 360 1-Oct-28
4920832 STEVENSON RANCH CA 91381 SFD 7.050 6.500 $1,590.76 360 1-Oct-28
4920835 DIABLO CA 94528 SFD 7.650 6.500 $2,483.31 360 1-Oct-28
4920845 SANTA MONICA CA 90405 SFD 7.100 6.500 $2,188.14 360 1-Oct-28
4920853 GILROY CA 95020 SFD 7.350 6.500 $1,681.10 360 1-Oct-28
4920856 LOS ANGELES CA 90049 SFD 7.400 6.500 $2,077.14 360 1-Oct-28
4920866 SAN JOSE CA 95130 SFD 7.500 6.500 $2,237.49 360 1-Oct-28
4920867 LAGUNA BEACH CA 92651 SFD 7.100 6.500 $3,709.62 360 1-Oct-28
4920879 LOS ANGELES CA 90035 SFD 7.500 6.500 $1,992.77 360 1-Oct-28
4920892 UPLAND CA 91784 SFD 7.450 6.500 $2,087.39 360 1-Oct-28
4920893 SAN JOSE CA 95120 SFD 7.400 6.500 $2,658.74 360 1-Oct-28
4920899 ARDSLEY NY 10502 SFD 7.500 6.500 $2,244.48 360 1-Oct-28
4920908 MENLO PARK CA 94025 LCO 7.450 6.500 $1,937.79 360 1-Oct-28
4920913 SAN MATEO CA 94402 SFD 7.350 6.500 $4,335.71 360 1-Oct-28
4920924 ROLLING HILLS ESTATES CA 90274 SFD 7.200 6.500 $2,056.73 360 1-Oct-28
4920935 SAN JOSE CA 95124 SFD 7.400 6.500 $2,409.49 360 1-Oct-28
4920939 SANTA MONICA CA 90402 SFD 7.200 6.500 $2,375.76 360 1-Oct-28
4920954 SAN RAMON CA 94583 SFD 7.350 6.500 $1,984.24 360 1-Oct-28
4920959 BURBANK CA 91504 SFD 7.050 6.500 $1,838.83 360 1-Oct-28
4921043 REDWOOD CITY CA 94062 SFD 7.100 6.500 $3,037.59 360 1-Oct-28
4921051 SAN JOSE CA 95120 SFD 7.350 6.500 $3,582.66 360 1-Oct-28
4921068 NEWPORT BEACH CA 92660 SFD 7.450 6.500 $2,261.34 360 1-Oct-28
4921074 RANCHO SANTA MARGARITA ACA 92688 PUD 7.400 6.500 $1,772.50 360 1-Oct-28
4921106 SANTA BARBARA CA 93108 SFD 7.300 6.500 $2,056.72 360 1-Oct-28
4921109 SAN DIMAS CA 91773 SFD 7.350 6.500 $2,353.53 360 1-Oct-28
4921123 HACIENDA HEIGHTS AREA CA 91745 SFD 7.100 6.500 $2,123.63 360 1-Oct-28
4921132 TORRANCE CA 90503 SFD 7.350 6.500 $1,678.34 360 1-Oct-28
4921173 REDONDO BEACH CA 90277 SFD 7.550 6.500 $2,424.12 360 1-Oct-28
4921182 BURBANK CA 91501 SFD 7.200 6.500 $1,696.98 360 1-Oct-28
4921187 VALENCIA CA 91355 SFD 7.450 6.500 $1,669.91 360 1-Oct-28
4921198 STOCKTON CA 95209 SFD 7.250 6.500 $1,719.09 360 1-Oct-28
4921210 SANTA MONICA CA 90402 SFD 7.050 6.500 $2,674.66 360 1-Oct-28
4921222 PLANO TX 75093 SFD 7.300 6.500 $1,919.60 360 1-Oct-28
4921237 CUPERTINO CA 95014 SFD 7.250 6.500 $3,334.48 360 1-Oct-28
4921246 LA JOLLA CA 92037 SFD 7.000 6.500 $3,991.82 360 1-Oct-28
4921248 SALINAS CA 93908 SFD 7.000 6.500 $1,942.69 360 1-Oct-28
4921260 SAN DIEGO CA 92130 SFD 6.900 6.500 $2,687.09 360 1-Oct-28
4921269 ESCONDIDO CA 92025 SFD 7.400 6.500 $1,814.04 360 1-Oct-28
4921285 THOUSAND OAKS CA 91362 SFD 7.300 6.500 $2,536.62 360 1-Oct-28
4921316 NEWPORT BEACH CA 92660 PUD 7.450 6.500 $2,377.53 360 1-Oct-28
4921322 MORGAN HILL CA 95037 SFD 7.400 6.500 $2,081.30 360 1-Oct-28
4921328 DALLAS TX 75214 SFD 7.350 6.500 $2,879.91 360 1-Sep-28
4921329 LOS ANGELES CA 90043 SFD 7.400 6.500 $3,288.81 360 1-Oct-28
4921333 AGOURA HILLS CA 91301 SFD 7.050 6.500 $3,644.22 360 1-Oct-28
4921339 LONG BEACH CA 90803 SFD 7.450 6.500 $2,268.29 360 1-Oct-28
4921341 SANTA BARBARA CA 93101 LCO 7.150 6.500 $1,641.24 360 1-Oct-28
4921345 VENICE CA 90291 SFD 7.500 6.500 $2,062.69 360 1-Oct-28
4921349 SOLANA BEACH CA 92075 SFD 7.550 6.500 $2,329.26 360 1-Oct-28
4921353 FORT LAUDERDALE FL 33308 LCO 7.500 6.500 $1,800.48 360 1-Oct-28
4921358 SAN PEDRO CA 90732 SFD 7.250 6.500 $2,312.58 360 1-Oct-28
4921360 MORGAN HILL CA 95037 SFD 7.150 6.500 $2,346.37 360 1-Oct-28
4921366 SANTA BARBARA CA 93105 SFD 7.300 6.500 $2,282.96 360 1-Oct-28
4921368 NAPLES FL 34105 LCO 7.650 6.500 $1,844.74 360 1-Sep-28
4921376 SANTA ROSA CA 95403 SFD 7.450 6.500 $3,339.82 360 1-Oct-28
4921382 MCHENRY IL 60050 SFD 7.100 6.500 $1,713.69 360 1-Oct-28
4921580 CORAL GABLES FL 33156 SFD 7.450 6.500 $2,821.45 360 1-Oct-28
4921583 HOUSTON TX 77005 SFD 7.150 6.500 $1,864.13 360 1-Oct-28
4921587 TORRANCE CA 90505 SFD 7.450 6.500 $2,087.39 360 1-Oct-28
4921593 SAINT PETERSBURG FL 33702 SFD 7.450 6.500 $2,490.95 360 1-Oct-28
4921596 SCHAUMBURG IL 60193 SFD 7.450 6.500 $2,017.81 360 1-Oct-28
4921603 ORANGE CA 92867 SFD 7.150 6.500 $1,620.98 360 1-Oct-28
4921610 LAKE ZURICH IL 60047 SFD 7.250 6.500 $1,841.88 360 1-Oct-28
4921615 GURNEE IL 60031 PUD 7.350 6.500 $2,094.48 360 1-Oct-28
4921623 OLD BETHPAGE NY 11804 SFD 7.100 6.500 $2,096.74 360 1-Oct-28
4921627 PALM BEACH FL 33480 SFD 7.250 6.500 $2,865.15 360 1-Oct-28
4921639 HOLLIS NY 11427 SFD 7.400 6.500 $2,143.61 360 1-Oct-28
4921641 DOBBS FERRY NY 10522 SFD 7.100 6.500 $1,898.50 360 1-Oct-28
4921643 FLORISSANT MO 63034 SFD 7.400 6.500 $2,437.18 360 1-Oct-28
4921652 RICHMOND CA 94804 SFD 7.400 6.500 $1,604.25 360 1-Oct-28
4921677 ATLANTIC BEACH NY 11509 SFD 7.400 6.500 $1,977.44 360 1-Oct-28
4921692 SARASOTA FL 34239 SFD 7.550 6.500 $1,721.48 360 1-Oct-28
4921700 CERRITOS CA 90703 SFD 7.100 6.500 $1,975.78 360 1-Oct-28
4921706 CORONA DEL MAR CA 92625 SFD 7.100 6.500 $2,778.86 360 1-Oct-28
4921723 SARATOGA CA 95070 SFD 6.950 6.500 $3,329.60 360 1-Oct-28
4921733 DEL MAR CA 92014 SFD 7.350 6.500 $2,335.62 360 1-Oct-28
4921740 PLANO TX 75093 PUD 7.250 6.500 $1,678.16 360 1-Oct-28
4921757 SAN JOSE CA 95148 SFD 7.450 6.500 $1,864.73 360 1-Oct-28
4921765 LOS ALTOS CA 94024 SFD 7.450 6.500 $3,478.97 360 1-Oct-28
4921775 MONTAUK NY 11954 SFD 7.550 6.500 $2,129.01 360 1-Oct-28
4921781 SCARSDALE NY 10583 SFD 7.250 6.500 $3,410.89 360 1-Sep-28
4921792 WILMETTE IL 60091 SFD 7.300 6.500 $2,029.29 360 1-Oct-28
4921847 EVANSTON IL 60202 SFD 7.400 6.500 $2,284.86 360 1-Oct-28
4921853 CHICAGO IL 60610 SFD 7.400 6.500 $1,987.14 360 1-Oct-28
4921859 PASADENA CA 91104 SFD 7.100 6.500 $2,456.28 360 1-Oct-28
4921867 YORBA LINDA CA 92886 SFD 7.500 6.500 $1,922.84 360 1-Oct-28
4921875 EL CERRITO CA 94530 SFD 7.350 6.500 $1,639.76 360 1-Oct-28
4921923 WOODSIDE CA 94062 SFD 7.300 6.500 $2,757.37 360 1-Oct-28
4921930 ROLLING HILLS ESTATES CA 90274 PUD 7.250 6.500 $1,837.79 360 1-Oct-28
4921942 NOVATO CA 94945 SFD 7.150 6.500 $2,417.96 360 1-Oct-28
4921952 SAN MATEO CA 94403 SFD 7.000 6.500 $1,796.32 360 1-Oct-28
4921974 SAN MARINO CA 91108 SFD 7.250 6.500 $2,912.90 360 1-Oct-28
4921982 ORANGE CA 92867 SFD 6.900 6.500 $1,962.63 360 1-Oct-28
4922038 OXNARD CA 93035 LCO 7.350 6.500 $2,907.47 360 1-Oct-28
4922060 SHERMAN OAKS CA 91423 SFD 7.100 6.500 $1,935.46 360 1-Oct-28
4922065 WALNUT CREEK CA 94598 SFD 7.050 6.500 $2,072.86 360 1-Oct-28
4922070 NEWPORT BEACH CA 92660 PUD 7.450 6.500 $2,539.65 360 1-Oct-28
4922113 CHATSWORTH CA 91311 SFD 7.350 6.500 $2,452.75 360 1-Oct-28
4922125 GLENDALE CA 91207 SFD 7.100 6.500 $1,935.46 360 1-Oct-28
4922145 POWAY CA 92064 SFD 7.200 6.500 $2,280.73 360 1-Oct-28
4922148 MILAN IL 61264 SFD 7.625 6.500 $2,022.17 360 1-Oct-28
4922165 PEORIA AZ 85382 SFD 7.625 6.500 $1,781.52 360 1-Nov-28
4922166 LOS ANGELES CA 90004 SFD 7.000 6.500 $2,900.72 360 1-Oct-28
4922186 DOWNEY CA 90240 SFD 7.250 6.500 $2,043.81 360 1-Oct-28
4922197 SAN JOSE CA 95132 SFD 7.875 6.500 $2,610.25 360 1-Nov-28
4922208 BEVERLY HILLS CA 90210 SFD 7.300 6.500 $4,455.53 360 1-Oct-28
4922219 OJAI CA 93023 SFD 7.150 6.500 $2,026.23 360 1-Oct-28
4922234 SIMI VALLEY CA 93065 SFD 7.300 6.500 $1,781.80 360 1-Oct-28
4922374 YORBA LINDA CA 92886 SFD 7.400 6.500 $2,000.98 360 1-Oct-28
4922376 MENLO PARK CA 94025 SFD 7.450 6.500 $2,216.11 360 1-Oct-28
4922386 THE WOODLANDS TX 77380 PUD 7.100 6.500 $2,447.55 360 1-Oct-28
4922401 TORRANCE CA 90503 SFD 7.150 6.500 $1,705.41 360 1-Oct-28
4922416 PACIFICA CA 94044 SFD 7.250 6.500 $1,985.14 360 1-Oct-28
4922420 GIG HARBOR WA 98332 SFD 7.450 6.500 $1,948.23 360 1-Oct-28
4922428 EDMONDS WA 98020 SFD 7.400 6.500 $1,969.13 360 1-Oct-28
4922444 SIMI VALLEY CA 93065 PUD 7.250 6.500 $1,719.09 360 1-Oct-28
4922448 TACOMA WA 98403 SFD 7.150 6.500 $2,353.80 360 1-Oct-28
4922457 HOUSTON TX 77070 SFD 7.000 6.500 $2,065.10 360 1-Oct-28
4922468 ORANGE CA 92867 SFD 7.450 6.500 $3,395.48 360 1-Oct-28
4922488 WADING RIVER NY 11792 SFD 7.250 6.500 $1,708.17 360 1-Oct-28
4922519 CORINTH TX 76205 SFD 7.200 6.500 $1,601.95 360 1-Oct-28
4922587 HUNTINGTON BEACH CA 92647 SFD 7.400 6.500 $1,848.66 360 1-Oct-28
4922602 SAN DIEGO CA 92106 SFD 7.450 6.500 $2,435.28 360 1-Oct-28
4922610 LA JOLLA CA 92037 LCO 7.300 6.500 $1,871.61 360 1-Oct-28
4922622 SAN ANSELMO CA 94960 SFD 7.150 6.500 $1,668.26 360 1-Oct-28
4922634 HASTINGS ON HUDSON NY 10706 SFD 7.450 6.500 $1,781.24 360 1-Oct-28
4922751 SCOTTSDALE AZ 85259 SFD 7.250 6.500 $1,678.16 360 1-Sep-28
4922844 PLANO TX 75093 SFD 7.625 6.500 $3,499.33 360 1-Nov-28
4922856 WILMINGTON MA 01887 SFD 7.625 6.500 $1,911.05 360 1-Oct-28
4922859 PASADENA CA 91304 SFD 7.375 6.500 $1,920.08 360 1-Oct-28
4922914 TRABUCO CANYON CA 92679 SFD 7.875 6.500 $1,771.34 360 1-Sep-28
4922923 ALAMO CA 94507 SFD 8.375 6.500 $3,325.93 300 1-Oct-23
4922934 NAPA CA 94558 SFD 7.500 6.500 $2,440.26 360 1-Oct-28
4922955 SAN RAFAEL CA 94901 SFD 7.750 6.500 $2,149.24 360 1-Nov-28
4923321 WEST CHESTER OH 45069 SFD 7.625 6.500 $1,606.69 360 1-Oct-28
4923564 GREER SC 29650 SFD 6.875 6.500 $2,476.63 360 1-Oct-28
4923578 SEVEN VALLEYS PA 17360 SFD 7.500 6.500 $655.52 360 1-Oct-28
4923589 DALLAS TX 75205 SFD 7.000 6.500 $3,110.96 360 1-Oct-28
4923593 POTOMAC MD 20854 SFD 7.375 6.500 $2,348.30 360 1-Oct-28
4923600 GLENVIEW IL 60025 SFD 7.250 6.500 $1,760.02 360 1-Oct-28
4923618 NORTHBROOK IL 60062 SFD 7.125 6.500 $1,630.40 360 1-Oct-28
4923629 CARY NC 27513 SFD 7.125 6.500 $1,920.10 360 1-Oct-28
4923643 TAMPA FL 33647 PUD 7.250 6.500 $2,128.39 360 1-Oct-28
4923652 UPPER HOLLAND PA 19053 SFD 7.375 6.500 $2,430.84 360 1-Oct-28
4923663 PITTSBURGH PA 15217 SFD 6.875 6.500 $1,806.56 360 1-Oct-28
4923664 WESTFORD MA 01886 SFD 7.250 6.500 $1,848.70 360 1-Oct-28
4923678 BROOKFIELD WI 53005 SFD 7.250 6.500 $2,128.39 360 1-Oct-28
4923694 SCOTTSDALE AZ 85262 SFD 7.125 6.500 $3,341.64 360 1-Oct-28
4923703 DULUTH GA 30136 SFD 7.500 6.500 $1,978.78 360 1-Oct-28
4923717 SPRINGFIELD IL 62707 SFD 7.125 6.500 $3,837.51 360 1-Oct-28
4923720 LIVERMORE CA 94550 SFD 7.500 6.500 $3,060.82 360 1-Sep-28
4923737 POUND RIDGE NY 10576 SFD 7.250 6.500 $2,728.71 360 1-Oct-28
4923749 NEENAH WI 54956 SFD 6.875 6.500 $1,865.68 360 1-Oct-28
4923750 KENNESAW GA 30152 SFD 7.375 6.500 $2,624.57 360 1-Oct-28
4923762 CINCINNATI OH 45243 SFD 7.250 6.500 $2,728.71 360 1-Oct-28
4923783 ATLANTA GA 30309 SFD 7.500 6.500 $2,006.75 360 1-Oct-28
4923795 HENDERSONVILLE TN 37075 SFD 7.250 6.500 $1,845.97 360 1-Sep-28
4923809 MCDONOUGH GA 30253 SFD 7.375 6.500 $2,116.23 360 1-Oct-28
4923816 PARKER CO 80134 SFD 7.250 6.500 $1,637.23 360 1-Oct-28
4924147 ST. CHARLES IL 60175 SFD 7.375 6.500 $2,016.77 360 1-Oct-28
4924180 GLENVIEW IL 60025 SFD 7.125 6.500 $2,883.52 360 1-Oct-28
4924194 GRANGER IN 46530 PUD 7.250 6.500 $2,483.13 360 1-Oct-28
4924206 NORTH PALM BEACH FL 33408 SFD 7.125 6.500 $1,886.42 360 1-Oct-28
4924475 TUCSON AZ 85742 SFD 7.000 6.500 $1,679.89 360 1-Oct-28
4924489 RALEIGH NC 27609 SFD 7.000 6.500 $1,995.91 360 1-Oct-28
4924499 ELMHURST IL 60126 SFD 7.500 6.500 $1,789.99 360 1-Aug-28
4924535 SOMERVILLE MA 02144 SFD 7.375 6.500 $1,733.60 360 1-Oct-28
4924808 ELLICOTT CITY MD 21042 SFD 7.250 6.500 $2,136.58 360 1-Oct-28
4924832 EL CAJON CA 92019 SFD 8.125 6.500 $2,689.33 360 1-Oct-28
4924874 RYE NY 10580 SFD 7.550 6.500 $1,658.24 360 1-Oct-28
4924883 SAN MATEO CA 94402 SFD 7.250 6.500 $1,888.27 360 1-Oct-28
4924895 NOVATO CA 94949 SFD 7.250 6.500 $1,633.82 360 1-Oct-28
4924998 NIPOMO CA 93444 SFD 7.150 6.500 $2,026.23 360 1-Oct-28
4925686 CHICAGO IL 60614 SFD 7.250 6.500 $2,182.97 360 1-Oct-28
4927178 FREMONT CA 94536 SFD 7.450 6.500 $2,265.51 360 1-Oct-28
4927188 LOS ANGELES CA 90077 SFD 7.250 6.500 $2,592.27 360 1-Oct-28
4929449 BIRMINGHAM AL 35242 SFD 7.625 6.500 $2,335.72 360 1-Dec-28
4929618 PENFIELD NY 14526 SFD 7.875 6.500 $2,299.91 360 1-Oct-28
4929627 LITCHFIELD NH 03052 SFD 7.250 6.500 $1,023.26 360 1-Oct-28
4929633 TUCSON AZ 85750 SFD 7.375 6.500 $1,687.00 360 1-Oct-28
4929639 MEDFORD MA 02155 MF2 7.250 6.500 $1,393.35 360 1-Oct-28
4929644 HURON NY 14590 SFD 7.125 6.500 $538.98 360 1-Oct-28
4929649 STAUNTON VA 24401 SFD 7.750 6.500 $2,149.24 360 1-Oct-28
4929655 ROLLING HILLS ESTATES CA 90274 SFD 7.500 6.500 $2,181.55 360 1-Oct-28
4929663 GLASTONBURY CT 06033 SFD 7.375 6.500 $1,298.47 360 1-Oct-28
4929672 BABYLON NY 11702 SFD 7.375 6.500 $690.67 360 1-Oct-28
4929698 GLOCESTER RI 02814 SFD 7.250 6.500 $649.44 360 1-Oct-28
4929704 ATLANTA GA 30309 SFD 7.500 6.500 $4,434.17 360 1-Oct-28
4929767 MONTGOMERY TWP NJ 08558 SFD 7.250 6.500 $2,373.97 360 1-Oct-28
4929772 GLENDALE CA 91202 SFD 7.375 6.500 $1,816.47 360 1-Oct-28
4929928 WILLIAMSBURG VA 23188 SFD 7.375 6.500 $2,244.70 360 1-Sep-28
4929946 BOULDER CO 80466 SFD 7.250 6.500 $1,364.35 360 1-Oct-28
4929950 LAS VEGAS NV 89120 PUD 7.250 6.500 $4,093.06 360 1-Nov-28
4929955 MCLEAN VA 22101 SFD 7.125 6.500 $3,338.94 360 1-Sep-28
4929989 SOUTH OGDEN UT 84405 SFD 7.375 6.500 $2,127.28 360 1-Dec-28
4930035 BLOOMFIELD NY 14469 SFD 7.250 6.500 $1,227.92 360 1-Oct-28
4930066 BUFFALO NY 14220 SFD 7.375 6.500 $552.54 360 1-Oct-28
4930117 DUNKIRK NY 14048 SFD 7.250 6.500 $479.57 360 1-Oct-28
4930264 CARY NC 27511 SFD 7.500 6.500 $734.18 360 1-Nov-28
4930266 GREENSBORO NC 27410 SFD 7.625 6.500 $1,386.22 360 1-Nov-28
4930274 LANCASTER VA 22580 SFD 7.625 6.500 $1,358.97 360 1-Nov-28
4930285 WAUKEGAN IL 60085 SFD 7.500 6.500 $1,017.36 360 1-Nov-28
4930297 CANYON LAKE TX 78133 SFD 8.000 6.500 $1,408.83 360 1-Nov-28
4930300 LEXINGTON SC 29072 PUD 7.750 6.500 $967.88 360 1-Dec-28
4930324 CARLSTADT NJ 07072 SFD 7.250 6.500 $873.18 360 1-Oct-28
4930385 CINCINNATI OH 45211 SFD 7.250 6.500 $675.35 360 1-Oct-28
4930433 HAYES VA 23072 SFD 7.500 6.500 $1,258.59 360 1-Nov-28
4930594 SHERMAN TX 75092 SFD 7.375 6.500 $448.94 360 1-Oct-28
4930605 WILDWOOD CREST NJ 08260 SFD 7.375 6.500 $2,072.03 360 1-Oct-28
4930627 ST GEORGE UT 84770 PUD 6.875 6.500 $842.52 360 1-Oct-28
4930638 TOLEDO OH 43615 LCO 7.375 6.500 $345.34 360 1-Oct-28
4930651 BRIGHAM UT 84302 PUD 7.375 6.500 $621.60 360 1-Oct-28
4931024 PORT CHESTER NY 10573 SFD 7.375 6.500 $1,457.32 360 1-Oct-28
4931029 THOUSAND OAKS CA 91362 SFD 7.250 6.500 $1,678.16 360 1-Oct-28
4931034 WRENTHAM MA 02093 SFD 7.375 6.500 $1,015.30 360 1-Oct-28
4931043 LOS ANGELES CA 90247 SFD 7.500 6.500 $978.91 360 1-Sep-28
4931048 JACKSONVILLE BEACH FL 32250 SFD 7.375 6.500 $524.91 360 1-Oct-28
4931050 ANN ARBOR MI 48105 LCO 7.250 6.500 $968.69 360 1-Oct-28
4931053 SANIBEL FL 33957 SFD 7.375 6.500 $3,225.45 360 1-Oct-28
4931055 ITHACA NY 14850 SFD 7.375 6.500 $1,036.02 360 1-Oct-28
4931060 SHREVEPORT LA 71106 SFD 7.375 6.500 $783.91 360 1-Oct-28
4931071 SYRACUSE NY 13215 SFD 7.125 6.500 $640.04 360 1-Oct-28
4931077 SUNLAND CA 91040 SFD 7.250 6.500 $1,589.47 360 1-Oct-28
4931096 LAKE HAVASU CITY AZ 86404 SFD 7.875 6.500 $3,178.70 360 1-Nov-28
4931103 ATLANTA GA 30341 SFD 7.375 6.500 $1,701.82 360 1-Oct-28
4931122 SPARKS NV 89431 SFD 7.250 6.500 $866.36 360 1-Oct-28
4931128 CURTICE OH 43412 SFD 7.250 6.500 $238.76 360 1-Oct-28
4931154 MONTVILLE TOWNSHIP NJ 07045 SFD 7.250 6.500 $1,705.44 360 1-Oct-28
4931546 STOWE VT 05672 SFD 7.750 6.500 $2,263.86 360 1-Dec-28
4931804 FELTON CA 95018 SFD 7.750 6.500 $2,149.24 360 1-Nov-28
4933781 SAN JOSE CA 95132 SFD 7.875 6.500 $1,827.17 360 1-Dec-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>
4800139 $237,118.59 37.85 0.250 0.017 0.483
4837541 $279,372.66 80.00 0.250 0.017 0.733
4843045 $410,136.53 80.00 0.250 0.017 0.733
4849726 $422,406.85 56.53 0.250 0.017 0.733
4849924 $281,936.65 67.38 0.250 0.017 0.733
4853321 $377,104.98 80.00 0.250 0.017 0.608
4854524 $267,217.24 100.00 0.250 0.017 0.983
4854689 $47,145.81 70.00 0.250 0.017 0.983
4854958 $213,113.05 95.56 0.250 0.017 0.983
4855767 $226,290.87 81.99 17 0.250 0.017 0.983
4859372 $330,125.71 80.00 0.250 0.017 0.733
4859770 $279,686.00 90.00 13 0.250 0.017 0.483
4860268 $357,156.26 59.78 0.250 0.017 0.983
4860804 $532,747.19 70.16 0.250 0.017 0.733
4862501 $142,560.75 100.00 0.250 0.017 0.608
4869794 $494,388.38 79.35 0.250 0.017 0.483
4870051 $358,647.30 80.00 0.250 0.017 0.733
4870066 $278,738.08 95.00 17 0.250 0.017 0.483
4871454 $323,778.83 94.89 13 0.250 0.017 0.733
4871537 $583,157.93 68.66 0.250 0.017 0.483
4871560 $394,436.63 80.00 0.250 0.017 0.483
4871743 $378,572.16 74.95 0.250 0.017 0.733
4872112 $265,822.11 79.99 0.250 0.017 0.858
4872331 $312,077.84 90.00 13 0.250 0.017 0.608
4872393 $233,624.64 90.00 11 0.250 0.017 0.358
4872521 $292,097.86 79.99 0.250 0.017 0.733
4872540 $451,939.75 80.00 0.250 0.017 0.483
4872561 $627,966.76 80.00 0.250 0.017 0.358
4872568 $474,973.18 73.38 0.250 0.017 0.108
4873050 $269,058.66 90.00 06 0.250 0.017 1.108
4873197 $278,867.07 80.00 0.250 0.017 0.358
4873214 $372,088.36 80.00 0.250 0.017 0.358
4873264 $284,273.27 90.00 06 0.250 0.017 0.483
4873271 $261,190.11 94.83 06 0.250 0.017 0.608
4873465 $245,055.29 89.40 33 0.250 0.017 1.483
4873500 $309,952.62 77.54 0.250 0.017 0.358
4873679 $237,511.03 86.76 06 0.250 0.017 0.233
4873695 $362,293.62 80.00 0.250 0.017 0.608
4873786 $305,817.51 74.88 0.250 0.017 0.608
4873799 $338,690.40 80.00 0.250 0.017 0.608
4873829 $246,413.01 90.00 13 0.250 0.017 0.483
4873931 $279,160.93 73.68 0.250 0.017 0.733
4874365 $299,030.25 92.31 06 0.250 0.017 1.483
4874387 $268,509.12 80.00 0.250 0.017 0.358
4874447 $298,756.02 80.00 0.250 0.017 0.233
4874466 $278,947.88 80.00 0.250 0.017 0.733
4874495 $348,651.88 87.50 0.250 0.017 0.608
4874618 $325,142.84 80.00 0.250 0.017 0.608
4874672 $311,126.56 90.00 06 0.250 0.017 0.733
4874688 $390,490.14 80.00 0.250 0.017 0.608
4874696 $291,914.05 94.99 06 0.250 0.017 0.358
4874850 $233,519.32 87.07 06 0.250 0.017 0.483
4875020 $286,890.69 90.00 13 0.250 0.017 0.608
4875059 $262,808.35 89.99 13 0.250 0.017 0.483
4875197 $498,074.17 73.53 0.250 0.017 0.608
4875857 $329,660.70 79.76 0.250 0.017 0.358
4875969 $497,976.93 78.74 0.250 0.017 0.358
4876179 $255,487.33 95.00 06 0.250 0.017 0.483
4876191 $239,164.60 80.00 0.250 0.017 0.858
4876277 $338,025.09 90.00 11 0.250 0.017 0.733
4876310 $265,498.64 74.44 0.250 0.017 0.733
4876739 $277,604.81 73.68 0.250 0.017 0.608
4877415 $266,967.75 79.29 0.250 0.017 0.608
4877587 $299,506.75 75.00 0.250 0.017 0.233
4877837 $279,906.23 89.21 13 0.250 0.017 1.483
4877881 $358,866.42 80.00 0.250 0.017 0.483
4878282 $297,439.31 79.47 0.250 0.017 1.108
4878535 $247,122.17 75.00 0.250 0.017 0.608
4879329 $398,751.54 80.00 0.250 0.017 0.733
4879407 $564,709.66 66.69 0.250 0.017 0.733
4879673 $788,227.12 80.00 0.250 0.017 0.733
4879840 $487,917.99 100.00 0.250 0.017 0.108
4879966 $127,611.57 77.64 0.250 0.017 0.608
4883997 $246,878.31 80.00 0.250 0.017 0.733
4884037 $279,423.44 79.05 0.250 0.017 0.608
4884054 $348,583.86 70.00 0.250 0.017 0.358
4884056 $340,040.05 78.15 0.250 0.017 0.858
4884059 $318,992.41 82.05 01 0.250 0.017 0.483
4886348 $265,162.42 95.00 06 0.250 0.017 0.483
4886939 $377,806.61 89.18 12 0.250 0.017 0.483
4887140 $423,336.48 80.00 0.250 0.017 0.483
4888381 $284,080.19 79.83 0.250 0.017 0.358
4888388 $243,820.28 89.23 01 0.250 0.017 1.108
4889015 $329,816.70 73.72 0.250 0.017 0.983
4889085 $493,140.04 75.00 0.250 0.017 0.733
4889121 $269,207.15 95.00 11 0.250 0.017 0.358
4889134 $231,971.95 89.96 12 0.250 0.017 0.858
4889149 $522,079.46 80.00 0.250 0.017 0.858
4889831 $358,613.41 74.69 0.250 0.017 0.608
4889854 $261,673.46 75.00 0.250 0.017 0.483
4889878 $287,197.53 90.00 13 0.250 0.017 1.108
4889920 $564,848.05 79.77 0.250 0.017 0.233
4890063 $329,426.27 67.49 0.250 0.017 0.608
4890461 $563,679.06 74.98 0.250 0.017 0.858
4891173 $558,192.71 47.66 0.250 0.017 0.358
4892864 $268,047.57 67.97 0.250 0.017 0.108
4893429 $358,866.42 90.00 01 0.250 0.017 0.483
4893456 $235,038.98 90.00 11 0.250 0.017 0.358
4896063 $508,471.74 69.86 0.250 0.017 0.733
4896556 $266,339.58 73.15 0.250 0.017 0.233
4896660 $251,263.41 90.00 11 0.250 0.017 0.858
4906860 $371,045.83 78.29 0.250 0.017 0.608
4906891 $333,970.94 43.51 0.250 0.017 0.608
4906982 $258,798.27 72.18 0.500 0.017 0.108
4908106 $330,822.64 75.11 0.250 0.017 0.358
4908143 $299,275.99 80.00 0.250 0.017 0.358
4908328 $648,053.11 78.31 0.250 0.017 0.733
4909450 $277,043.64 74.13 0.250 0.017 0.483
4909652 $263,988.11 70.67 0.250 0.017 0.483
4909816 $443,421.70 76.72 0.250 0.017 0.983
4909860 $302,567.69 75.88 0.250 0.017 0.608
4909923 $299,310.95 76.92 0.250 0.017 0.608
4909934 $269,978.47 79.59 0.250 0.017 0.608
4909962 $385,811.21 78.18 0.250 0.017 0.608
4909983 $411,454.26 79.71 0.250 0.017 0.608
4910053 $272,360.79 73.84 0.250 0.017 0.608
4910129 $309,042.80 76.64 0.250 0.017 0.608
4910284 $476,646.84 80.00 0.250 0.017 0.358
4910313 $434,157.12 76.61 0.250 0.017 0.608
4910670 $255,232.89 80.00 0.250 0.017 0.733
4910711 $276,825.56 78.23 0.250 0.017 0.483
4910759 $242,430.19 73.73 0.250 0.017 0.983
4910784 $242,289.76 88.69 11 0.250 0.017 0.858
4910910 $320,817.43 80.00 0.250 0.017 0.858
4911174 $285,298.82 90.00 11 0.250 0.017 0.483
4911257 $318,248.91 79.95 0.250 0.017 0.483
4911324 $323,241.39 88.86 11 0.250 0.017 0.483
4911340 $306,080.06 35.57 0.250 0.017 0.733
4911368 $291,645.06 73.13 0.250 0.017 0.858
4911390 $273,224.06 57.08 0.250 0.017 0.483
4911406 $269,364.29 70.50 0.250 0.017 0.483
4911776 $236,156.59 44.65 0.250 0.017 0.483
4911951 $284,774.90 79.29 0.250 0.017 0.483
4912050 $269,190.94 75.00 0.250 0.017 0.733
4912055 $247,471.51 80.00 0.250 0.017 0.983
4912117 $362,955.16 75.00 0.250 0.017 0.858
4916702 $319,774.15 61.54 0.250 0.017 0.983
4919261 $450,903.76 80.00 0.250 0.017 0.333
4919337 $389,054.14 53.06 0.250 0.017 0.333
4919385 $323,206.41 80.00 0.250 0.017 0.283
4919412 $280,943.51 79.77 0.250 0.017 0.533
4919422 $276,840.14 75.00 0.250 0.017 0.433
4919456 $304,238.14 45.52 0.250 0.017 0.183
4919497 $558,428.89 74.99 0.250 0.017 0.283
4919506 $258,719.05 64.99 0.250 0.017 0.733
4919511 $334,211.23 78.82 0.250 0.017 0.483
4919530 $251,289.08 79.97 0.250 0.017 0.333
4919531 $319,246.56 80.00 0.250 0.017 0.483
4919543 $296,457.64 80.00 0.250 0.017 0.183
4919562 $399,085.83 74.07 0.250 0.017 0.633
4919572 $413,443.44 80.00 0.250 0.017 0.583
4919575 $291,298.77 79.97 0.250 0.017 0.383
4919589 $349,200.10 37.84 0.250 0.017 0.633
4919610 $351,578.44 50.34 0.250 0.017 0.533
4919622 $284,355.07 60.00 0.250 0.017 0.683
4919630 $446,976.11 80.00 0.250 0.017 0.633
4919637 $574,670.45 80.00 0.250 0.017 0.583
4919639 $597,031.23 42.86 0.250 0.017 0.733
4919645 $380,594.94 80.00 0.250 0.017 0.633
4919655 $247,398.53 80.00 0.250 0.017 0.333
4919663 $257,392.53 59.31 0.250 0.017 0.483
4919664 $287,348.30 78.90 0.250 0.017 0.683
4919671 $278,854.84 75.13 0.250 0.017 0.583
4919673 $388,110.96 64.30 0.250 0.017 0.633
4919679 $441,434.11 75.00 0.250 0.017 0.583
4919963 $344,219.32 74.19 0.250 0.017 0.683
4919967 $252,122.46 74.99 0.250 0.017 0.633
4919989 $282,072.92 64.99 0.250 0.017 0.783
4919997 $279,353.67 80.00 0.250 0.017 0.583
4920004 $324,211.78 24.44 0.250 0.017 0.333
4920030 $246,640.61 80.00 0.250 0.017 0.683
4920039 $265,984.63 79.98 0.250 0.017 0.583
4920046 $292,275.28 58.72 0.250 0.017 0.233
4920064 $648,439.03 74.29 0.250 0.017 0.383
4920087 $334,152.81 67.00 0.250 0.017 0.633
4920091 $248,399.09 52.98 0.250 0.017 0.358
4920092 $246,446.62 49.40 0.250 0.017 0.733
4920098 $269,357.97 72.97 0.250 0.017 0.433
4920101 $244,998.46 80.00 0.250 0.017 0.283
4920121 $498,822.75 43.48 0.250 0.017 0.483
4920123 $510,471.16 80.20 0.250 0.017 0.383
4920129 $239,451.47 80.00 0.250 0.017 0.633
4920141 $332,445.75 79.99 0.250 0.017 0.358
4920149 $345,209.23 88.72 11 0.250 0.017 0.633
4920165 $359,131.19 78.77 0.250 0.017 0.358
4920219 $249,413.07 74.63 0.250 0.017 0.683
4920245 $369,111.44 71.15 0.250 0.017 0.383
4920288 $313,474.72 74.99 0.250 0.017 0.583
4920300 $467,884.77 72.27 0.250 0.017 0.433
4920313 $312,225.80 66.60 0.250 0.017 0.233
4920320 $340,373.20 80.00 0.250 0.017 0.633
4920331 $249,330.50 66.67 0.250 0.017 0.283
4920352 $364,052.25 74.95 0.250 0.017 0.683
4920358 $272,262.96 40.44 0.250 0.017 0.533
4920359 $289,017.90 73.34 0.250 0.017 0.483
4920383 $272,923.26 80.00 0.250 0.017 0.233
4920397 $275,356.56 80.00 0.250 0.017 0.533
4920418 $319,261.33 75.29 0.250 0.017 0.583
4920432 $243,408.24 61.77 0.250 0.017 0.333
4920471 $294,302.24 72.84 0.250 0.017 0.483
4920472 $386,684.86 78.38 0.250 0.017 0.108
4920494 $267,387.51 67.00 0.250 0.017 0.633
4920504 $299,327.87 75.00 0.250 0.017 0.733
4920779 $321,264.07 70.77 0.250 0.017 0.633
4920789 $259,381.75 80.00 0.250 0.017 0.433
4920795 $286,290.11 58.69 0.250 0.017 0.233
4920796 $264,003.76 72.60 0.250 0.017 0.183
4920802 $268,740.15 69.97 0.250 0.017 0.283
4920817 $239,446.00 60.00 0.250 0.017 0.583
4920832 $237,317.30 69.97 0.250 0.017 0.283
4920835 $349,238.99 61.95 0.250 0.017 0.883
4920845 $324,810.33 80.00 0.250 0.017 0.333
4920853 $243,414.86 80.00 0.250 0.017 0.583
4920856 $299,314.37 43.48 0.250 0.017 0.633
4920866 $319,283.07 80.00 0.250 0.017 0.733
4920867 $550,661.26 80.00 0.250 0.017 0.333
4920879 $284,361.47 75.00 0.250 0.017 0.733
4920892 $299,321.13 80.00 0.250 0.017 0.683
4920893 $383,122.39 79.18 0.250 0.017 0.633
4920899 $319,268.29 75.00 0.250 0.017 0.733
4920908 $277,869.79 44.92 0.250 0.017 0.683
4920913 $627,847.39 70.00 0.250 0.017 0.583
4920924 $302,272.91 68.09 0.250 0.017 0.433
4920935 $346,692.39 68.91 0.250 0.017 0.633
4920939 $349,017.62 40.00 0.250 0.017 0.433
4920954 $287,335.22 69.40 0.250 0.017 0.583
4920959 $274,326.44 69.62 0.250 0.017 0.283
4921043 $450,373.09 78.61 0.250 0.017 0.333
4921051 $518,799.69 80.00 0.250 0.017 0.583
4921068 $324,264.56 61.90 0.250 0.017 0.683
4921074 $255,414.91 80.00 0.250 0.017 0.633
4921106 $299,300.60 23.53 0.250 0.017 0.533
4921109 $340,811.50 80.00 0.250 0.017 0.583
4921123 $315,233.59 80.00 0.250 0.017 0.333
4921132 $243,037.70 73.82 0.250 0.017 0.583
4921173 $344,234.73 74.19 0.250 0.017 0.783
4921182 $249,405.51 59.52 0.250 0.017 0.433
4921187 $239,456.91 75.00 0.250 0.017 0.683
4921198 $250,843.14 80.00 0.250 0.017 0.483
4921210 $399,020.28 42.55 0.250 0.017 0.283
4921222 $279,347.24 80.00 0.250 0.017 0.533
4921237 $487,649.14 74.19 0.250 0.017 0.483
4921246 $598,515.92 57.14 0.250 0.017 0.233
4921248 $291,277.73 59.59 0.250 0.017 0.233
4921260 $406,970.84 80.00 0.250 0.017 0.133
4921269 $261,397.20 55.16 0.250 0.017 0.633
4921285 $369,089.17 78.74 0.250 0.017 0.533
4921316 $340,926.80 76.79 0.250 0.017 0.683
4921322 $299,912.98 90.00 11 0.250 0.017 0.633
4921328 $416,709.56 74.64 0.250 0.017 0.583
4921329 $473,914.41 69.85 0.250 0.017 0.633
4921333 $543,665.16 64.12 0.250 0.017 0.283
4921339 $325,262.32 65.20 0.250 0.017 0.683
4921341 $242,416.43 88.69 06 0.250 0.017 0.383
4921345 $294,339.06 63.44 0.250 0.017 0.733
4921349 $330,764.68 65.00 0.250 0.017 0.783
4921353 $256,923.10 50.00 0.250 0.017 0.733
4921358 $338,201.84 79.76 0.250 0.017 0.483
4921360 $346,565.71 60.42 0.250 0.017 0.383
4921366 $332,223.67 38.06 0.250 0.017 0.533
4921368 $245,327.48 80.00 0.250 0.017 0.883
4921376 $478,590.48 80.00 0.250 0.017 0.683
4921382 $254,381.54 79.94 0.250 0.017 0.333
4921580 $404,582.41 79.51 0.250 0.017 0.683
4921583 $275,337.17 80.00 0.250 0.017 0.383
4921587 $299,321.13 75.00 0.250 0.017 0.683
4921593 $357,189.89 78.08 0.250 0.017 0.683
4921596 $289,343.77 77.33 0.250 0.017 0.683
4921603 $239,423.64 72.73 0.250 0.017 0.383
4921610 $269,364.29 65.85 0.250 0.017 0.483
4921615 $303,298.28 89.68 12 0.250 0.017 0.583
4921623 $311,243.32 80.00 0.250 0.017 0.333
4921627 $419,011.10 80.00 0.250 0.017 0.483
4921639 $308,892.42 80.00 0.250 0.017 0.633
4921641 $281,814.84 69.93 0.250 0.017 0.333
4921643 $351,195.52 80.00 0.250 0.017 0.633
4921652 $231,170.45 80.00 0.250 0.017 0.633
4921677 $284,947.27 79.94 0.250 0.017 0.633
4921692 $244,456.54 72.06 0.250 0.017 0.783
4921700 $293,286.96 80.00 0.250 0.017 0.333
4921706 $412,497.14 63.62 0.250 0.017 0.333
4921723 $501,743.58 66.18 0.250 0.017 0.183
4921733 $338,217.47 63.36 0.250 0.017 0.583
4921740 $245,420.78 80.00 0.250 0.017 0.483
4921757 $267,393.56 80.00 0.250 0.017 0.683
4921765 $498,868.60 57.47 0.250 0.017 0.683
4921775 $302,327.88 67.33 0.250 0.017 0.783
4921781 $498,425.58 40.82 0.250 0.017 0.483
4921792 $295,138.21 80.00 0.250 0.017 0.533
4921847 $329,245.79 64.71 0.250 0.017 0.633
4921853 $286,344.05 66.74 0.250 0.017 0.633
4921859 $364,613.56 70.29 0.250 0.017 0.333
4921867 $274,228.13 69.62 0.250 0.017 0.733
4921875 $235,507.79 79.33 0.250 0.017 0.583
4921923 $388,793.25 34.38 0.250 0.017 0.533
4921930 $268,765.70 69.97 0.250 0.017 0.483
4921942 $357,140.27 71.60 0.250 0.017 0.383
4921952 $268,944.89 72.97 0.250 0.017 0.233
4921974 $425,994.62 32.85 0.250 0.017 0.483
4921982 $297,248.31 76.41 0.250 0.017 0.133
4922038 $421,025.89 73.39 0.250 0.017 0.583
4922060 $287,301.50 80.00 0.250 0.017 0.333
4922065 $307,370.07 52.10 0.250 0.017 0.283
4922070 $364,174.06 79.35 0.250 0.017 0.683
4922113 $355,178.23 80.00 0.250 0.017 0.583
4922125 $287,298.25 80.00 0.250 0.017 0.333
4922145 $335,201.03 80.00 0.250 0.017 0.433
4922148 $285,075.70 73.82 0.250 0.017 0.858
4922165 $251,334.49 89.99 01 0.250 0.017 0.858
4922166 $434,921.57 64.59 0.250 0.017 0.233
4922186 $298,894.57 74.97 0.250 0.017 0.483
4922197 $359,502.87 80.00 0.250 0.017 1.108
4922208 $648,384.90 54.16 0.250 0.017 0.533
4922219 $299,228.94 53.29 0.250 0.017 0.383
4922234 $259,294.11 79.97 0.250 0.017 0.533
4922374 $288,137.42 72.25 0.250 0.017 0.633
4922376 $317,779.27 65.00 0.250 0.017 0.683
4922386 $363,316.70 78.32 0.250 0.017 0.333
4922401 $251,490.03 72.14 0.250 0.017 0.383
4922416 $290,314.83 69.29 0.250 0.017 0.483
4922420 $279,261.89 56.57 0.250 0.017 0.683
4922428 $283,750.02 90.00 12 0.250 0.017 0.633
4922444 $251,406.66 76.36 0.250 0.017 0.483
4922448 $347,663.07 85.00 33 0.250 0.017 0.383
4922457 $309,632.24 80.00 0.250 0.017 0.233
4922468 $486,895.74 80.00 0.250 0.017 0.683
4922488 $249,810.44 80.00 0.250 0.017 0.483
4922519 $235,438.79 80.00 0.250 0.017 0.433
4922587 $266,389.77 74.17 0.250 0.017 0.633
4922602 $349,208.02 58.33 0.250 0.017 0.683
4922610 $272,363.57 64.24 0.250 0.017 0.533
4922622 $246,406.83 65.00 0.250 0.017 0.383
4922634 $255,420.69 78.53 0.250 0.017 0.683
4922751 $245,225.37 80.00 0.250 0.017 0.483
4922844 $493,682.07 80.00 0.250 0.017 0.858
4922856 $269,409.99 75.00 0.250 0.017 0.858
4922859 $277,361.47 80.00 0.250 0.017 0.608
4922914 $243,490.52 77.56 0.250 0.017 1.108
4922923 $416,152.85 69.57 0.250 0.017 1.608
4922934 $348,218.10 79.50 0.250 0.017 0.733
4922955 $299,575.15 80.00 0.250 0.017 0.983
4923321 $226,503.98 71.84 0.250 0.017 0.858
4923564 $376,044.35 79.37 0.250 0.017 0.108
4923578 $93,539.95 69.44 0.250 0.017 0.733
4923589 $466,443.40 60.34 0.250 0.017 0.233
4923593 $339,219.06 80.00 0.250 0.017 0.608
4923600 $257,392.56 79.88 0.250 0.017 0.483
4923618 $241,415.98 73.33 0.250 0.017 0.358
4923629 $284,032.70 75.00 0.250 0.017 0.358
4923643 $311,265.40 80.00 0.250 0.017 0.483
4923652 $351,131.55 88.43 06 0.250 0.017 0.608
4923663 $274,302.91 77.46 0.250 0.017 0.108
4923664 $270,361.93 74.25 0.250 0.017 0.483
4923678 $309,852.70 80.00 0.250 0.017 0.483
4923694 $494,803.00 76.31 0.250 0.017 0.358
4923703 $282,365.97 89.84 13 0.250 0.017 0.733
4923717 $568,225.34 79.55 0.250 0.017 0.358
4923720 $436,398.82 74.83 0.250 0.017 0.733
4923737 $399,058.20 77.67 0.250 0.017 0.483
4923749 $283,280.10 80.00 0.250 0.017 0.108
4923750 $379,127.20 78.35 0.250 0.017 0.608
4923762 $399,058.20 74.07 0.250 0.017 0.483
4923783 $286,357.00 63.78 0.250 0.017 0.733
4923795 $269,646.74 67.65 0.250 0.017 0.483
4923809 $304,891.94 74.73 0.250 0.017 0.608
4923816 $239,434.91 78.43 0.250 0.017 0.483
4924147 $291,329.33 80.00 0.250 0.017 0.608
4924180 $426,967.08 79.26 0.250 0.017 0.358
4924194 $361,124.80 80.00 0.250 0.017 0.483
4924206 $279,290.87 80.00 0.250 0.017 0.358
4924475 $251,867.91 84.17 06 0.250 0.017 0.233
4924489 $299,257.96 70.59 0.250 0.017 0.233
4924499 $255,038.11 76.42 0.250 0.017 0.733
4924535 $250,423.48 76.29 0.250 0.017 0.608
4924808 $312,462.57 73.69 0.250 0.017 0.483
4924832 $361,484.38 78.74 0.250 0.017 1.358
4924874 $235,476.49 60.82 0.250 0.017 0.783
4924883 $276,148.27 80.00 0.250 0.017 0.483
4924895 $238,835.48 57.02 0.250 0.017 0.483
4924998 $299,279.54 56.60 0.250 0.017 0.383
4925686 $318,442.52 64.00 0.250 0.017 0.483
4927178 $324,863.21 80.00 0.250 0.017 0.683
4927188 $379,105.30 80.00 0.250 0.017 0.483
4929449 $329,761.16 75.00 0.250 0.017 0.858
4929618 $316,540.66 79.34 0.250 0.017 1.108
4929627 $149,646.84 96.46 0.250 0.017 0.483
4929633 $243,692.99 71.21 0.250 0.017 0.608
4929639 $203,769.12 95.00 0.250 0.017 0.483
4929644 $79,806.95 86.02 0.250 0.017 0.358
4929649 $299,360.67 72.29 0.250 0.017 0.983
4929655 $311,301.00 80.00 0.250 0.017 0.733
4929663 $187,568.20 100.00 0.250 0.017 0.608
4929672 $99,770.34 48.78 0.250 0.017 0.608
4929698 $94,621.03 80.00 0.250 0.017 0.483
4929704 $632,743.22 79.77 0.250 0.017 0.733
4929767 $347,180.66 80.00 0.250 0.017 0.483
4929772 $262,395.95 75.14 0.250 0.017 0.608
4929928 $324,001.64 76.83 0.250 0.017 0.608
4929946 $199,529.11 50.00 0.250 0.017 0.483
4929950 $599,061.05 80.00 0.250 0.017 0.483
4929955 $494,000.56 79.99 0.250 0.017 0.358
4929989 $307,765.64 80.00 0.250 0.017 0.608
4930035 $179,576.19 85.71 0.250 0.017 0.483
4930066 $79,816.26 80.00 0.250 0.017 0.608
4930117 $70,033.88 95.00 33 0.250 0.017 0.483
4930264 $104,843.65 66.46 0.250 0.017 0.733
4930266 $195,565.58 78.97 0.250 0.017 0.858
4930274 $191,721.18 79.67 0.250 0.017 0.858
4930285 $145,283.36 59.88 0.250 0.017 0.733
4930297 $191,461.03 80.00 0.250 0.017 1.233
4930300 $135,004.64 79.47 0.250 0.017 0.983
4930324 $127,698.64 71.11 0.250 0.017 0.483
4930385 $98,766.93 92.52 0.250 0.017 0.483
4930433 $173,669.29 72.58 0.250 0.017 0.733
4930594 $64,850.71 48.15 0.250 0.017 0.608
4930605 $299,310.95 100.00 0.250 0.017 0.608
4930627 $127,924.88 100.00 0.250 0.017 0.108
4930638 $49,885.15 29.41 0.250 0.017 0.608
4930651 $89,692.07 100.00 0.250 0.017 0.608
4931024 $210,016.96 89.79 0.250 0.017 0.608
4931029 $245,420.81 89.45 0.250 0.017 0.483
4931034 $146,662.35 80.00 0.250 0.017 0.608
4931043 $139,580.45 77.78 0.250 0.017 0.733
4931048 $75,648.64 95.00 0.250 0.017 0.608
4931050 $141,665.67 50.43 0.250 0.017 0.483
4931053 $465,927.39 54.75 0.250 0.017 0.608
4931055 $128,655.45 95.54 0.250 0.017 0.608
4931060 $113,239.33 62.36 0.250 0.017 0.608
4931071 $94,770.74 95.00 0.250 0.017 0.358
4931077 $232,451.42 57.53 0.250 0.017 0.483
4931096 $437,794.62 79.93 0.250 0.017 1.108
4931103 $245,834.07 80.00 0.250 0.017 0.608
4931122 $126,700.99 100.00 0.250 0.017 0.483
4931128 $34,917.60 64.81 0.250 0.017 0.483
4931154 $249,411.39 48.54 0.250 0.017 0.483
4931546 $315,776.97 63.20 0.250 0.017 0.983
4931804 $299,474.49 80.00 0.250 0.017 0.983
4933781 $251,826.58 80.00 0.250 0.017 1.108
$137,940,948.66
</TABLE>
COUNT: 438
WAC: 7.334548803
WAM: 355.8371009
WALTV: 74.16012054
<PAGE>
NASCOR
NMI / 1999-01 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
(i) (xvii) (xviii)
- ----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ------------------------------ --------------------------------
4800139 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4837541 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4843045 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849726 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4849924 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4853321 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854524 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854689 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854958 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4855767 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4859372 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4859770 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4860268 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4860804 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4862501 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4869794 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4870051 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4870066 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4871454 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4871537 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4871560 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4871743 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4872112 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4872331 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4872393 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4872521 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4872540 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4872561 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4872568 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873050 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873197 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873214 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873264 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873271 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873465 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873500 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873679 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873695 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873786 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873799 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873829 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873931 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874365 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874387 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874447 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874466 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874495 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874618 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874672 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874688 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874696 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874850 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4875020 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4875059 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4875197 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4875857 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4875969 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4876179 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4876191 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876277 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4876310 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876739 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4877415 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4877587 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4877837 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4877881 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4878282 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4878535 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4879329 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4879407 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4879673 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4879840 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4879966 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4883997 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4884037 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4884054 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4884056 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4884059 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4886348 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4886939 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4887140 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4888381 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4888388 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4889015 HOMESIDE LENDING HOMESIDE LENDING
4889085 HOMESIDE LENDING HOMESIDE LENDING
4889121 HOMESIDE LENDING HOMESIDE LENDING
4889134 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4889149 HOMESIDE LENDING HOMESIDE LENDING
4889831 HOMESIDE LENDING HOMESIDE LENDING
4889854 HOMESIDE LENDING HOMESIDE LENDING
4889878 HOMESIDE LENDING HOMESIDE LENDING
4889920 HOMESIDE LENDING HOMESIDE LENDING
4890063 HOMESIDE LENDING HOMESIDE LENDING
4890461 HOMESIDE LENDING HOMESIDE LENDING
4891173 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4892864 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4893429 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4893456 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4896063 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4896556 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4896660 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4906860 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4906891 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4906982 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4908106 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4908143 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4908328 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909450 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909652 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909816 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909860 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909923 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909934 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909962 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909983 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910053 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910129 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910284 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910313 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910670 HOMESIDE LENDING HOMESIDE LENDING
4910711 HOMESIDE LENDING HOMESIDE LENDING
4910759 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4910784 HOMESIDE LENDING HOMESIDE LENDING
4910910 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4911174 HOMESIDE LENDING HOMESIDE LENDING
4911257 HOMESIDE LENDING HOMESIDE LENDING
4911324 HOMESIDE LENDING HOMESIDE LENDING
4911340 HOMESIDE LENDING HOMESIDE LENDING
4911368 HOMESIDE LENDING HOMESIDE LENDING
4911390 HOMESIDE LENDING HOMESIDE LENDING
4911406 HOMESIDE LENDING HOMESIDE LENDING
4911776 HOMESIDE LENDING HOMESIDE LENDING
4911951 HOMESIDE LENDING HOMESIDE LENDING
4912050 HOMESIDE LENDING HOMESIDE LENDING
4912055 HOMESIDE LENDING HOMESIDE LENDING
4912117 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4916702 BANKNORTH MORTGAGE COMPANY BANKNORTH MORTGAGE COMPANY
4919261 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919337 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919385 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919412 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919422 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919456 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919497 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919506 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919511 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919530 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919531 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919543 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919562 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919572 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919575 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919589 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919610 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919622 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919630 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919637 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919639 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919645 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919655 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919663 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919664 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919671 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919673 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919679 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919963 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919967 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919989 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919997 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920004 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920030 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920039 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920046 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920064 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920087 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920091 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4920092 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920098 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920101 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920121 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4920123 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920129 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920141 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4920149 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920165 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4920219 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920245 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920288 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920300 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920313 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920320 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920331 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920352 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920358 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920359 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920383 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920397 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920418 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920432 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920471 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920472 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4920494 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920504 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920779 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920789 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920795 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920796 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920802 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920817 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920832 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920835 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920845 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920853 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920856 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920866 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920867 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920879 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920892 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920893 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920899 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920908 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920913 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920924 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920935 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920939 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920954 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920959 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921043 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921051 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921068 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921074 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921106 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921109 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921123 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921132 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921173 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921182 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921187 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921198 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921210 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921222 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921237 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921246 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921248 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921260 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921269 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921285 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921316 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921322 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921328 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921329 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921333 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921339 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921341 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921345 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921349 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921353 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921358 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921360 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921366 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921368 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921376 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921382 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921580 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921583 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921587 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921593 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921596 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921603 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921610 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921615 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921623 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921627 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921639 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921641 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921643 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921652 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921677 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921692 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921700 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921706 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921723 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921733 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921740 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921757 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921765 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921775 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921781 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921792 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921847 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921853 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921859 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921867 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921875 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921923 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921930 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921942 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921952 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921974 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921982 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922038 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922060 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922065 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922070 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922113 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922125 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922145 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922148 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922165 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922166 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922186 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922197 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922208 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922219 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922234 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922374 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922376 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922386 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922401 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922416 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922420 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922428 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922444 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922448 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922457 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922468 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922488 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922519 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922587 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922602 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922610 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922622 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922634 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922751 HOMESIDE LENDING HOMESIDE LENDING
4922844 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922856 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922859 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922914 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922923 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922934 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922955 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4923321 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4923564 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923578 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923589 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923593 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923600 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923618 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923629 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923643 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923652 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923663 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923664 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923678 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923694 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923703 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923717 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923720 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923737 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923749 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923750 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923762 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923783 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923795 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923809 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923816 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924147 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924180 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924194 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924206 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924475 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924489 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924499 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924535 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924808 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924832 HOMESIDE LENDING HOMESIDE LENDING
4924874 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4924883 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4924895 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4924998 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4925686 HOMESIDE LENDING HOMESIDE LENDING
4927178 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4927188 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4929449 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4929618 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929627 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929633 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929639 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929644 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929649 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929655 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929663 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929672 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929698 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929704 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929767 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929772 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929928 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929946 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929950 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929955 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929989 AMERICA FIRST CREDIT UNION AMERICA FIRST CREDIT UNION
4930035 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930066 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930117 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930264 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930266 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930274 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930285 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930297 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930300 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930324 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930385 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930433 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930594 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930605 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930627 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930638 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930651 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931024 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931029 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931034 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931043 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931048 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931050 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931053 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931055 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931060 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931071 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931077 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931096 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4931103 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931122 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931128 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931154 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931546 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4931804 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4933781 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
COUNT: 438
WAC: 7.334548803
WAM: 355.8371009
WALTV: 74.16012054
<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 1999-1
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 1999-1, 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 January 28, 1999 (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.
(1) Promissory Note dated ______________, 199__, in the original principal sum
of $___________, made by ____________________, payable to, or endorsed to
the order of, the Trustee.
(2) 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 ------------.
(3) 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 ____________.
(4) 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 ____________.
(5) Other documents, including any amendments, assignments or other assumptions
of the Mortgage Note or Mortgage.
(a) _______________________________________________________________
(b) _______________________________________________________________
(c) _______________________________________________________________
(d) _______________________________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds thereof
have been remitted to the Certificate Account and except as expressly
provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust Administrator,
on behalf of the Trustee, and the Master Servicer shall keep the Documents
and any proceeds separate and distinct from all other property in the
Master Servicer's possession, custody or control.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By: __________________________
Title: ________________________
Date: ________________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4)
OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND FOR NON-ERISA INVESTORS
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the "Purchaser"),
a [description of type of entity] duly organized and existing under the laws of
the [State of ] [United States], on behalf of which he makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended
(the "Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-1, Class [A-R][A-LR] Certificate (the
"Class [A-R][A-LR] Certificate") for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity from which it has
not received an affidavit substantially in the form of this affidavit. For these
purposes, a "disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511. For
these purposes, an "ERISA Prohibited Holder" means an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on
behalf of or investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class [A-R][A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class [A-R][A-LR] Certificate in excess of cash flows
generated by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other
than a U.S. Person (a "Non-U.S. Person") that holds the Class [A-R][A-LR]
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the 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.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 19 __.
__________________________________________
[Name of Purchaser]
By:________________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of _________, 19 __.
________________________________
NOTARY PUBLIC
COUNTY OF ____________________
STATE OF _____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
SERIES 1999-1, 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 1999-1
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 1999-1, 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 January 28, 1999 (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 1999-1.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is
organized, is authorized to invest in the Class [A-PO][B-4][B-5][B-6]
Certificates, and to enter into this Agreement, and duly executed and
delivered this Agreement. (b) The Purchaser is acquiring the Class
[A-PO][B-4][B-5][B-6] Certificates for its own account as principal and not
with a view to the distribution thereof, in whole or in part.
[(b) The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the
Class [A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Purchaser is able to bear the
economic risk of an investment in the Class [A-PO][B-4][B-5][B-6]
Certificates and can afford a complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__,
relating to the Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to
the extent it deemed appropriate, the documents attached thereto or
incorporated by reference therein, (b) it has had the opportunity to ask
questions of, and receive answers from the Seller concerning the Class
[A-PO][B-4][B-5][B-6] Certificates and all matters relating thereto, and
obtain any additional information (including documents) relevant to its
decision to purchase the Class [A-PO][B-4][B-5][B-6] Certificates that the
Seller possesses or can possess without unreasonable effort or expense and
(c) it has undertaken its own independent analysis of the investment in the
Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will not use or
disclose any information it receives in connection with its purchase of the
Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state or
local law ("Similar Law") which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) [for Class [B-4][B-5][B-6] Certificates only] if the Purchaser
is an insurance company, (A) the source of funds used to purchase the Class
[B-4][B-5][B-6] Certificate is an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B)
there is no Plan with respect to which the amount of such general account's
reserves and liabilities for the contract(s) held by or on behalf of such
Plan and all other Plans maintained by the same employer (or affiliate
thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee
organization exceeds 10% of the total of all reserves and liabilities of
such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of
such Class [B-4][B-5][B-6] Certificates are covered by Sections I and III
of PTE 95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan
Opinion" satisfactory to the Seller and the Trust Administrator of the
Trust Estate and (b) such other opinions of counsel, officers' certificates
and agreements as the Seller or the Master Servicer may have required. A
Benefit Plan Opinion is an opinion of counsel to the effect that the
proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the Trust
Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes
imposed pursuant to ERISA, Section 4975 of the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the
Board of Governors of the Federal Reserve System ("FRB"), the Federal
Deposit Insurance Corporation ("FDIC"), the Office of Thrift Supervision
("OTS") or the National Credit Union Administration ("NCUA"), the Purchaser
has reviewed the "Supervisory Policy Statement on Securities Activities"
dated January 28, 1992 of the Federal Financial Institutions Examination
Council and the April 15, 1994 Interim Revision thereto as adopted by the
OCC, FRB, FDIC, OTS and NCUA (with modifications as applicable), as
appropriate, other applicable investment authority, rules, supervisory
policies and guidelines of these agencies and, to the extent appropriate,
state banking authorities and has concluded that its purchase of the Class
[A-PO][B-4][B-5][B-6] Certificates is in compliance therewith.
SECTION 3. TRANSFER OF CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES.
(a) The Purchaser understands that the Class [A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [A-PO][B-4][B-5][B-6] Certificates are registered under the Act and
applicable state law or unless an exemption from registration is available. The
Purchaser further understands that neither the Seller, the Master Servicer nor
the Trust Administrator is under any obligation to register the Class
[A-PO][B-4][B-5][B-6] Certificates or make an exemption available. In the event
that such a transfer is to be made in reliance upon an exemption from the Act or
applicable state securities laws, (i) the Trust Administrator shall require, in
order to assure compliance with such laws, that the Certificateholder's
prospective transferee certify to the Seller and the Trust Administrator as to
the factual basis for the registration or qualification exemption relied upon,
and (ii) unless the transferee is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act, the Trust Administrator or the Seller may, if
such transfer is made within three years from the later of (a) the Closing Date
or (b) the last date on which the Seller or any affiliate thereof was a holder
of the Certificates proposed to be transferred, require an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the Trust
Administrator, the Master Servicer or the Seller. Any such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Trust Administrator, the Master Servicer, any Paying Agent acting
on behalf of the Trust Administrator and the Seller against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall
be made unless the transferee provides the Seller and the Trust Administrator
with a Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [A-PO][B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: ______________________________
Its: ______________________________
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1
CLASS [A-9] [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 1999-1, Class
[A-9][B-1][B-2][B-3] Certificates (the "Class [A-9][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 January 28, 1999 (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 1999-1.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [A-9][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 [A-9][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]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
HomeSide Lending 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 Corp. Servicing Agreement
America First Credit Union Servicing Agreement
BankNorth Mortgage Company Servicing Agreement
Home Savings of America, FSB Servicing Agreement
Columbia Equities, Ltd. 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 1999-1,
Class ____ (the "Class B Certificates"). The Class B Certificates were issued
pursuant to a Pooling and Servicing Agreement dated as of January 28, 1999 among
Norwest Asset Securities Corporation, as seller (the "Seller"), Norwest Bank
Minnesota, National Association, as Master Servicer, First Union National Bank,
as Trust Administrator, and United States Trust Company of New York, as Trustee.
__________________ intends to resell all of the Class B Certificates
directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 DEFINED TERMS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
COLLATERAL FUND: The fund established and maintained pursuant to Section
3.01 hereof.
COLLATERAL FUND PERMITTED INVESTMENTS: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
F-1 by Fitch IBCA, Inc. ("Fitch") or (vi) demand and time deposits in,
certificates of deposit of, any depository institution or trust company (which
may be an affiliate of the Company) incorporated under the laws of the United
States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by Fitch or S&P, (y)
the certificate of deposit or other unsecured short-term debt obligations of
such depository institution or trust company have a rating of at least F-1 by
Fitch or A-1 by S&P or (z) the depository institution or trust company is one
that is acceptable to either Fitch or S&P and, for each of the preceding clauses
(i), (iv), (v) and (vi), the maturity thereof shall be not later than the
earlier to occur of (A) 30 days from the date of the related investment and (B)
the next succeeding Distribution Date as defined in the related Pooling and
Servicing Agreement.
COMMENCEMENT OF FORECLOSURE: The first official action required
under local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
CURRENT APPRAISAL: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
ELECTION TO DELAY FORECLOSURE: Any election by the Purchaser to
delay the Commencement of Foreclosure, made in accordance with Section 2.02(b).
ELECTION TO FORECLOSE: Any election by the Purchaser to proceed with
the Commencement of Foreclosure, made in accordance with Section 2.03(a).
MONTHLY ADVANCES: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
REQUIRED COLLATERAL FUND BALANCE: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d).
Section 1.02 DEFINITIONS INCORPORATED BY REFERENCE
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 REPORTS AND NOTICES
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days or
more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral letter
from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 PURCHASER'S ELECTION TO DELAY FORECLOSURE PROCEEDINGS
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 PURCHASER'S ELECTION TO COMMENCE FORECLOSURE PROCEEDINGS
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 TERMINATION
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 COLLATERAL FUND
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1999-1. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 COLLATERAL FUND PERMITTED INVESTMENTS.
The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement. Section 3.03 GRANT OF SECURITY INTEREST.
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law. Section 3.04 COLLATERAL
SHORTFALLS.
In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 AMENDMENT.
This Agreement may be amended from time to time by the Company and
the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 COUNTERPARTS.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 NOTICES.
All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
___________________________________________
___________________________________________
___________________________________________
___________________________________________
Attention__________________________________
Section 4.05 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provision or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 SUCCESSORS AND ASSIGNS.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07 ARTICLE AND SECTION HEADINGS.
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 CONFIDENTIALITY.
The Purchaser agrees that all information supplied by or on behalf
of the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09 INDEMNIFICATION.
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By ______________________________________
Name:____________________________________
Title:___________________________________
By ______________________________________
Name:____________________________________
Title:___________________________________
