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
-----------------------------------------
Alan S. McKenney
Vice President
<PAGE>
-2-
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. DESCRIPTION Paper (P) or
- ----------- ----------- ELECTRONIC (E)
----------------
(EX-4) Pooling and Servicing Agreement, E
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.
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...............................................51
Section 1.03 Effect of Headings and Table of Contents......................52
Section 1.04 Benefits of Agreement.........................................52
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........................11
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date............................11
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account............................................1
Section 3.02 Permitted Withdrawals from the Certificate Account.............2
Section 3.03 Advances by Master Servicer and Trust Administrator............4
Section 3.04 Trust Administrator to Cooperate; Release of Owner
Mortgage Loan Files...........................................6
Section 3.05 Reports to the Trustee and Trust Administrator; Annual
Compliance Statements.........................................7
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan..........................................................8
Section 3.07 Amendments to Servicing Agreements, Modification of
Standard Provisions...........................................8
Section 3.08 Oversight of Servicing.........................................9
Section 3.09 Termination and Substitution of Servicing Agreements..........12
Section 3.10 Application of Net Liquidation Proceeds.......................13
Section 3.11 Act Reports...................................................13
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions..................................................1
Section 4.02 Allocation of Realized Losses.................................14
Section 4.03 Paying Agent..................................................17
Section 4.04 Statements to Certificateholders; Report to the Trust
Administrator and the Seller.................................18
Section 4.05 Reports to Mortgagors and the Internal Revenue Service........22
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer...............................22
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates...............................................1
Section 5.02 Registration of Certificates...................................3
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..............7
Section 5.04 Persons Deemed Owners..........................................7
Section 5.05 Access to List of Certificateholders' Names and Addresses......7
Section 5.06 Maintenance of Office or Agency................................8
Section 5.07 Definitive Certificates........................................8
Section 5.08 Notices to Clearing Agency.....................................9
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
<PAGE>
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...................4
Section 8.07 Eligibility Requirements.......................................4
Section 8.08 Resignation and Removal........................................4
Section 8.09 Successor......................................................5
Section 8.10 Merger or Consolidation........................................6
Section 8.11 Authenticating Agent...........................................6
Section 8.12 Separate Trustees and Co-Trustees..............................7
Section 8.13 Appointment of Custodians......................................9
Section 8.14 Tax Matters; Compliance with REMIC Provisions..................9
Section 8.15 Monthly Advances..............................................12
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance.............12
Section 8.17 Trust Administrator Covenants Concerning Year 2000
Compliance...................................................12
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
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment......................................................1
Section 10.02 Recordation of Agreement.......................................3
Section 10.03 Limitation on Rights of Certificateholders.....................3
Section 10.04 Governing Law; Jurisdiction....................................4
Section 10.05 Notices........................................................4
Section 10.06 Severability of Provisions.....................................4
Section 10.07 Special Notices to Rating Agencies.............................5
Section 10.08 Covenant of Seller.............................................6
Section 10.09 Recharacterization.............................................6
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate................................1
Section 11.02 Cut-Off Date...................................................1
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
<PAGE>
EXHIBITS
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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.
CLASS A NON-PO PRINCIPAL AMOUNT: As to any Distribution Date, the aggregate
amount distributed in respect of the Classes of Class A Certificates pursuant to
Paragraph third clause (A) of Section 4.01(a)(i).
CLASS A NON-PO PRINCIPAL BALANCE: As of any date, an amount equal to the Class A
Principal Balance less the Principal Balance of the Class A-PO Certificates.
CLASS A NON-PO PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution Date, the
sum of (i) the sum of the applicable Accrual Distribution Amounts, if any, with
respect to such Distribution Date and (ii) the Class A Non-PO Principal Amount
with respect to such Distribution Date.
CLASS A PASS-THROUGH RATE: As to the Class A-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.
1. 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.
2. 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.
3. 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.
4. 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
1. 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:
a. The Master Servicer is a national banking association
duly chartered and validly existing in good standing
under the laws of the United States;
b. 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;
c. 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;
d. 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
e. 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.
2. 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:
a. 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;
b. 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;
c. 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;
d. 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;
e. 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;
f. 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;
g. 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;
h. 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;
i. 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;
j. 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;
k. 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;
l. 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;
m. 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;
n. 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;
o. 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;
p. 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;
q. 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;
r. 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;
s. 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;
t. 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;
u. To the best of the Seller's knowledge, no Mortgagor
is a debtor in any state or federal bankruptcy or
insolvency proceeding;
v. 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;
w. The Mortgage Loan is a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code;
x. 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;
y. 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
z. 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.
3. 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.
1. 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.
2. 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:
a. 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
b. 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.
3. 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.
4. 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.
1. 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):
a. 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;
b. 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;
c. 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;
d. 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;
e. 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;
f. 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;
g. to remit funds to the Paying Agent in the amounts and
in the manner provided for herein;
h. to pay to the Master Servicer any interest earned on
or investment income with respect to funds in the
Certificate Account;
i. 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;
j. to withdraw from the Certificate Account any amount
deposited in the Certificate Account that was not
required to be deposited therein;
k. to clear and terminate the Certificate Account
pursuant to Section 9.01; and
l. 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.
2. 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.
1. 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.
2. 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.
3. 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).
4. 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.
1. 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.
2. 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.
1. 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.
2. 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.
3. a. 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).
b. 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.
1. a. On each Distribution Date, the Pool Distribution Amount
will be applied in the following amounts, to the extent the
Pool Distribution Amount is sufficient therefor, in the manner
and in the order of priority as follows:
first, to the Classes of Class A Certificates, pro rata, based upon
their respective Interest Accrual Amounts, in an aggregate amount up to
the 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.
b. 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.
2. 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.
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL PRINCIPAL BALANCE
<PAGE>
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL PRINCIPAL BALANCE
SCHEDULE I
<PAGE>
SCHEDULE II
<PAGE>
3. 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).
4. a. 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:
i. 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
ii.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
iii. 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
iv.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
v. 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.
b. 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.
5. 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.
6. 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).
7. 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.
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
1. 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:
a. 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;
b. give the Trust Administrator notice of any default by
the Master Servicer in remitting any required amount;
and
c. 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.
2. 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:
a. 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;
b. (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;
c. 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;
d. (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;
e. the amount of any Periodic Advance by any Servicer,
the Master Servicer or the Trust Administrator
pursuant to the Servicing Agreements or this
Agreement;
f. the number of Mortgage Loans outstanding as of the
preceding Determination Date;
g. 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;
h. 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;
i. the aggregate Scheduled Principal Balances of the
Mortgage Loans serviced by Norwest Mortgage and,
collectively, by the Other Servicers as of such
Distribution Date;
j. 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);
k. 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);
l. 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);
m. 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);
n. the number and aggregate principal balances of
Mortgage Loans delinquent (a) one month, (b) two
months and (c) three months or more;
o. the number and aggregate principal balances of the
Mortgage Loans in foreclosure as of the preceding
Determination Date;
p. the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
q. 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;
r. 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;
s. 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;
t. 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;
u. 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;
v. 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;
w. 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;
x. the Class A-PO Deferred Amount, if any; and
y. 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.
1. 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."
2. Upon original issuance, the Book-Entry Certificates shall
be issued in the form of one or more typewritten
certificates, to be delivered to The Depository Trust
Company, the initial Clearing Agency, by, or on behalf of,
the Seller. Such Certificates shall initially be registered
in the Certificate Register in the name of the nominee of
the initial Clearing Agency, and no Beneficial Owner will
receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates,
except as provided in Section 5.07. Unless and until
definitive, fully registered certificates ("Definitive
Certificates") have been issued to Beneficial Owners
pursuant to Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in
full force and effect;
(ii) the Seller, the Master Servicer, the Certificate
Registrar and the Trust Administrator may deal with the Clearing Agency
for all purposes (including the making of distributions on the Book-Entry
Certificates and the taking of actions by the Holders of Book-Entry
Certificates) as the authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section
5.01(b) conflict with any other provisions of this Agreement, the
provisions of this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by
law, the rules, regulations and procedures of the Clearing Agency and
agreements between such Beneficial Owners and the Clearing Agency and/or
the Clearing Agency Participants, and all references in this Agreement to
actions by Certificateholders shall, with respect to the Book-Entry
Certificates, refer to actions taken by the Clearing Agency upon
instructions from the Clearing Agency Participants, and all references in
this Agreement to distributions, notices, reports and statements to
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to distributions, notices, reports and statements to the Clearing
Agency or its nominee, as registered holder of the Book-Entry
Certificates, as the case may be, for distribution to Beneficial Owners in
accordance with the procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit
distributions of principal and interest on the Certificates to the
Clearing Agency Participants, for distribution by such Clearing Agency
Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting actions
with the consent of, or at the direction of, Holders of Book-Entry Certificates
evidencing specified Voting Interests, such direction or consent shall be given
by Beneficial Owners having the requisite Voting Interests, acting through the
Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial Owners
pursuant to Section 5.07, copies of the reports or statements referred to in
Section 4.04 shall be available to Beneficial Owners upon written request to the
Trust Administrator at the Corporate Trust Office.
Section 5.02 Registration of Certificates.
1. 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.
2. 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.
3. 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.
4. 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.
1. 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.
2. 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.
3. 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 Indenification 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:
a. 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
b. 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
c. 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
d. 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
e. 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;
f. 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
g. 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:
a. 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;
b. 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
c. 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:
a. 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;
b. 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;
c. 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;
d. 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
e. 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:
a. 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;
b. 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;
c. 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
d. 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.
1. 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.
2. 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:
a. 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
b. 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.
1. 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.
2. 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:
a. 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
b. 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.
1. 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:
a. any amendment to this Agreement pursuant to Section
10.01(a);
b. any sale or transfer of the Class B Certificates
pursuant to Section 5.02 to an affiliate of the
Seller;
c. any assignment by the Master Servicer of its rights
and delegation of its duties pursuant to Section 6.06;
d. any resignation of the Master Servicer pursuant to
Section 6.04;
e. the occurrence of any of the Events of Default
described in Section 7.01;
f. any notice of termination given to the Master
Servicer pursuant to Section 7.01;
g. the appointment of any successor to the Master
Servicer pursuant to Section 7.05; or
h. the making of a final payment pursuant to Section
9.01.
2. The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
a. the appointment of a Custodian pursuant to Section
2.02;
b. the resignation or removal of the Trustee or the
Trust Administrator pursuant to Section 8.08;
c. the appointment of a successor trustee or trust
administrator pursuant to Section 8.09; or
d. the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in
the Master Servicer.
3. The Master Servicer shall deliver to each Rating Agency:
a. reports prepared pursuant to Section 3.05; and
b. statements prepared pursuant to Section 4.04.
Section 10.08 Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of Incorporation
without the prior written consent of each Rating Agency rating the Certificates.
Section 10.09 Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of its
right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 6.500% 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>
N 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>
E-11
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:
XII.
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.
XIII.
CUSTODY OF MORTGAGE DOCUMENTS
A. 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.
B. 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.
C. 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.
D. 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.
E. 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.
F. 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.
XIV.
CONCERNING THE CUSTODIAN
A. 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.
B. 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.
C. 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.
D. 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.
E. 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.
F. 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.
G. 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.
XV.
MISCELLANEOUS PROVISIONS
A. 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.
B. 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.
C. 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.
D. 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.
E. 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]
NASCOR
NMI / 1999-01 Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<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>
<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>
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
COUNT: 15
WAC: 7.191954825
WAM: 357.6976086
WALTV: 69.99349637
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage in Frederick,
Maryland]
NASCOR
NMI / 1999-01 Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ----- -------- -------- -------- ---------- -------- ---------- ------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ------ -------- -------- -------- ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4602964 BROWNSTOWN TOWNSHIP MI 48183 SFD 7.625 6.500 $694.70 360 1-Dec-28 $97,773.66
4650451 GREAT FALLS MT 59404 SFD 7.375 6.500 $4,092.25 360 1-Dec-28 $592,049.16
4742325 SAN MATEO CA 94401 SFD 6.875 6.500 $1,581.89 360 1-Nov-28 $240,394.22
4743224 RANDOLPH NJ 07869 SFD 6.875 6.500 $2,404.36 360 1-Dec-28 $365,692.52
4748961 HOUSTON TX 77024 SFD 6.875 6.500 $1,960.94 360 1-Jan-29 $298,500.00
4762268 DENVER CO 80237 SFD 8.000 6.500 $2,090.87 360 1-Jan-29 $284,950.00
4774617 CHATHAM NJ 07928 SFD 7.500 6.500 $2,097.65 360 1-Jan-29 $300,000.00
4775596 HOPKINTON MA 01748 SFD 7.000 6.500 $2,224.11 360 1-Dec-28 $334,025.97
4782209 FAIRFAX VA 22032 SFD 7.250 6.500 $2,237.88 360 1-Aug-28 $326,754.89
4802155 MOUNT SINAI NY 11766 SFD 7.875 6.500 $1,821.38 360 1-Dec-28 $251,027.12
4805415 DUBLIN OH 43017 SFD 7.375 6.500 $1,779.18 360 1-Aug-28 $256,607.80
4806821 SALEM OR 97301 SFD 7.250 6.500 $1,657.69 360 1-Aug-28 $242,040.65
4820144 ANAHEIM CA 92808 SFD 7.000 6.500 $1,809.30 360 1-Dec-28 $271,727.07
4821274 SANTA BARBARA CA 93108 SFD 7.000 6.500 $6,020.99 360 1-Dec-28 $904,258.18
4823374 EAST HAMPTON NY 11937 SFD 7.125 6.500 $1,805.57 360 1-Jan-29 $268,000.00
4823633 LOS ANGELES CA 91326 SFD 7.625 6.500 $2,338.55 360 1-Sep-28 $329,434.32
4827219 NORFOLK MA 02056 SFD 7.000 6.500 $1,649.96 360 1-Jan-29 $248,000.00
4829059 BELLE MEAD NJ 08502 SFD 7.000 6.500 $1,358.33 240 1-Sep-18 $173,691.11
4829317 EDEN PRAIRIE MN 55346 SFD 7.375 6.500 $1,920.08 360 1-Dec-28 $277,788.46
4830900 DELRAY BEACH FL 33483 SFD 7.650 6.500 $1,929.88 360 1-Jul-28 $270,805.83
4831605 KANSAS CITY MO 64152 SFD 7.125 6.500 $1,669.41 360 1-Nov-28 $247,392.51
4835142 HAMPTON BAYS NY 11946 SFD 7.500 6.500 $832.07 360 1-Dec-28 $118,911.68
4836692 DUBLIN CA 94568 SFD 7.000 6.500 $2,097.04 360 1-Dec-28 $314,941.63
4838964 ALLEN TX 75013 SFD 7.375 6.500 $1,695.61 360 1-Nov-28 $245,125.24
4841546 LINCOLNDALE NY 10540 SFD 7.000 6.500 $2,328.56 360 1-Nov-28 $349,424.54
4842187 CHAPPAQUA NY 10514 SFD 7.125 6.500 $2,694.88 360 1-Nov-28 $397,263.83
4844307 STATEN ISLAND NY 10305 SFD 7.625 6.500 $1,835.67 360 1-Jan-29 $259,350.00
4844696 STOCKTON NJ 08559 SFD 7.500 6.500 $2,908.74 360 1-Jan-29 $416,000.00
4844725 GRANVILLE OH 43023 SFD 7.250 6.500 $2,182.96 360 1-Nov-28 $319,499.24
4845230 SAN JOSE CA 95133 SFD 7.625 6.500 $2,197.70 360 1-Jun-28 $308,896.58
4845993 MIDLOTHIAN VA 23113 SFD 7.250 6.500 $1,916.92 360 1-Aug-28 $279,890.61
4846330 SUMMIT NJ 07901 SFD 7.875 6.500 $2,326.39 360 1-Sep-28 $319,958.02
4846949 AVON CT 06001 SFD 7.500 6.500 $1,793.49 360 1-Oct-28 $255,925.34
4847327 NOVATO CA 94947 SFD 7.250 6.500 $2,796.93 360 1-Nov-28 $409,358.37
4848155 TAVERNIER FL 33070 SFD 7.875 6.500 $1,859.81 360 1-Dec-28 $256,323.45
4848553 CITY BY THE SEA TX 78336 SFD 7.250 6.500 $1,691.80 360 1-Dec-28 $247,806.53
4848916 HENDERSON NV 89014 SFD 7.250 6.500 $2,283.24 360 1-Oct-28 $333,911.98
4849073 VIENNA VA 22182 SFD 7.375 6.500 $2,454.66 360 1-Dec-28 $355,129.57
4849743 NANTUCKET MA 02554 SFD 7.750 6.500 $3,202.37 360 1-Jan-29 $447,000.00
4850892 MISSION HILLS KS 66208 SFD 7.250 6.500 $3,138.01 360 1-Dec-28 $459,641.16
4851771 BUFFALO MN 55313 SFD 7.375 6.500 $2,072.03 360 1-Oct-28 $299,310.95
4852400 TROY MI 48098 SFD 7.625 6.500 $3,347.87 360 1-Nov-28 $472,313.14
4852543 EUGENE OR 97401 SFD 7.000 6.500 $1,714.82 360 1-Oct-28 $257,112.46
4852830 LAVEROCK PA 19038 SFD 7.125 6.500 $1,852.73 360 1-Dec-28 $274,780.08
4854602 SAN JOSE CA 95124 SFD 7.375 6.500 $1,811.65 360 1-Oct-28 $260,639.78
4856128 COHASSET MA 02025 SFD 7.375 6.500 $2,348.30 360 1-Dec-28 $339,741.28
4856804 MILPITAS CA 95035 SFD 7.750 6.500 $2,091.93 360 1-Dec-28 $291,793.90
4858063 PROVIDENCE RI 02906 SFD 7.250 6.500 $2,176.14 360 1-Nov-28 $318,233.14
4858237 LOS ANGELES CA 90077 SFD 7.125 6.500 $3,840.20 360 1-Oct-28 $567,896.22
4858819 HOLBROOK NY 11741 SFD 7.750 6.500 $1,998.80 360 1-Dec-28 $278,803.07
4859523 FORT SALONGA NY 11768 SFD 7.375 6.500 $3,226.14 360 1-Nov-28 $466,386.96
4859781 DALLAS TX 75229 SFD 7.250 6.500 $2,865.48 360 1-Oct-28 $419,061.01
4859801 WARREN NJ 07059 SFD 7.125 6.500 $1,711.25 360 1-Jan-29 $254,000.00
4860382 EDGEWATER NJ 07020 COP 7.750 6.500 $2,965.95 360 1-Nov-28 $413,413.71
4860391 SYOSSET NY 11791 SFD 7.375 6.500 $1,933.90 360 1-Nov-28 $279,572.56
4860400 HARTSDALE NY 10530 COP 7.750 6.500 $306.41 360 1-Nov-28 $42,709.43
4860467 REDWOOD CITY CA 94061 SFD 7.125 6.500 $2,366.10 360 1-Dec-28 $350,919.15
4861271 GREENWICH CT 06831 SFD 8.125 6.500 $3,393.22 360 1-Jun-28 $454,864.37
4861354 WELLINGTON FL 33414 SFD 7.625 6.500 $2,256.09 360 1-Jul-28 $317,343.62
4861472 CHESTERFIELD MO 63017 SFD 7.375 6.500 $1,712.88 360 1-Oct-28 $247,430.38
4861479 KATY TX 77450 SFD 7.375 6.500 $2,120.38 360 1-Oct-28 $306,294.86
4861582 LAKE FOREST IL 60005 SFD 7.125 6.500 $2,290.64 360 1-Oct-28 $339,170.07
4861725 EAST ISLIP NY 11730 SFD 7.250 6.500 $2,148.86 360 1-Nov-28 $314,507.05
4861822 SUNNYVALE CA 94087 SFD 7.625 6.500 $1,358.97 360 1-Dec-28 $191,861.03
4862068 RESTON VA 22091 SFD 7.875 6.500 $2,204.22 360 1-May-28 $302,172.14
4862359 TUSTIN CA 92782 SFD 7.000 6.500 $2,062.44 360 1-Nov-28 $309,490.30
4862651 LARCHMONT NY 10538 SFD 7.000 6.500 $2,827.54 360 1-Nov-28 $424,301.22
4863227 SUWANEE GA 30024 SFD 7.250 6.500 $1,840.51 360 1-Sep-28 $268,950.46
4863407 STUART FL 34996 SFD 7.500 6.500 $2,992.64 360 1-Jul-28 $426,064.13
4863443 IRVINE CA 92620 SFD 7.750 6.500 $1,868.41 360 1-Aug-28 $259,867.57
4863549 LAYTON UT 84041 SFD 7.250 6.500 $763.51 240 1-Dec-18 $96,420.12
4863637 PEMBROKE PINES FL 33028 SFD 7.625 6.500 $1,916.71 360 1-Jul-28 $269,605.15
4864107 FRANKLIN TN 37069 SFD 7.375 6.500 $1,733.25 360 1-Oct-28 $250,373.60
4864818 GREAT NECK NY 11021 SFD 7.500 6.500 $2,622.06 360 1-Jan-29 $375,000.00
4864919 SAN DIEGO CA 92106 SFD 7.875 6.500 $2,011.34 360 1-Sep-28 $276,628.83
4864953 SAN FRANCISCO CA 94123 SFD 7.125 6.500 $3,832.11 360 1-Oct-28 $567,427.30
4865045 HOLIDAY FL 34961 SFD 7.750 6.500 $1,809.21 357 1-Mar-28 $250,703.11
4866163 MUKILTEO WA 98275 SFD 7.000 6.500 $2,092.38 360 1-Nov-28 $313,982.91
4866246 SCARSDALE NY 10583 SFD 7.625 6.500 $2,406.50 360 1-Jan-29 $340,000.00
4866433 CLINTON NJ 08801 SFD 7.500 6.500 $2,377.33 360 1-Dec-28 $339,747.67
4866517 MEMPHIS TN 38120 SFD 7.000 6.500 $2,049.13 360 1-Nov-28 $307,493.61
4866825 MIDDLETOWN NJ 07748 SFD 7.250 6.500 $2,728.71 360 1-Jan-29 $400,000.00
4866833 PEAPACK-GLADSTONE NJ 07934 SFD 7.625 6.500 $1,592.54 360 1-Dec-28 $224,837.15
4866957 DALLAS TX 75218 SFD 7.000 6.500 $2,224.77 360 1-Oct-28 $333,572.65
4867043 BROOKLYN NY 11229 SFD 7.625 6.500 $1,828.94 360 1-Dec-28 $258,212.98
4867922 CHESTERFIELD MO 63017 SFD 7.000 6.500 $2,148.93 360 1-Dec-28 $322,735.24
4868078 MISSION VIEJO CA 92691 SFD 7.625 6.500 $2,038.45 360 1-Jan-29 $288,000.00
4868366 SEATTLE WA 98136 SFD 7.000 6.500 $1,995.91 360 1-Nov-28 $299,506.75
4868891 STAMFORD CT 06902 SFD 7.125 6.500 $1,541.13 360 1-Sep-28 $228,011.76
4868973 MARIETTA GA 30067 SFD 7.125 6.500 $2,371.49 360 1-Nov-28 $351,435.35
4869057 MOORPARK CA 93021 SFD 7.125 6.500 $1,944.36 360 1-Dec-28 $288,369.20
4869091 MANHASSET NY 11030 SFD 7.250 6.500 $2,963.37 360 1-Dec-28 $434,061.13
4869151 CENTERPORT NY 11721 SFD 7.125 6.500 $1,684.30 360 1-Nov-28 $249,348.97
4869270 FARMINGDALE NY 11735 SFD 6.875 6.500 $1,747.44 360 1-Nov-28 $265,476.16
4869593 CROWNSVILLE MD 21032 SFD 7.375 6.500 $2,182.54 360 1-Sep-28 $315,029.28
4870016 SCARSDALE NY 10583 SFD 7.125 6.500 $3,126.05 360 1-Dec-28 $463,628.95
4871185 PLEASANTVILLE NY 10570 SFD 6.500 6.233 $2,186.96 360 1-Jan-29 $346,000.00
4871377 HINGHAM MA 02043 SFD 7.375 6.500 $1,787.13 360 1-Dec-28 $258,553.10
4871655 RYE NY 10580 SFD 7.000 6.500 $2,794.28 360 1-Jan-29 $420,000.00
4872018 JAMAICA PLAIN MA 02130 SFD 7.375 6.500 $1,699.06 360 1-Nov-28 $245,624.47
4872028 HANOUVER MA 02339 SFD 7.125 6.500 $2,378.23 360 1-Dec-28 $352,717.71
4872277 SHORT HILLS NJ 07078 SFD 7.125 6.500 $3,705.46 360 1-Dec-28 $549,560.17
4872435 WATER MILL NY 11976 SFD 7.500 6.500 $1,727.06 360 1-Nov-28 $246,632.23
4872443 DANVILLE CA 94506 SFD 7.125 6.500 $3,031.74 360 1-Oct-28 $448,913.98
4872713 SCOTTSDALE AZ 85259 SFD 7.500 6.500 $1,866.90 360 1-Nov-28 $266,602.46
4872927 CHILI NY 14556 SFD 7.625 6.500 $400.62 360 1-Dec-28 $56,559.03
4872940 NEW YORK NY 10021 HCO 7.000 6.500 $3,958.55 360 1-Nov-28 $594,021.72
4873171 SAN DIEGO CA 92130 SFD 7.250 6.500 $2,530.88 360 1-Nov-28 $370,419.41
4873483 SANTA MONICA CA 90403 SFD 7.375 6.500 $2,596.94 360 1-Nov-28 $375,426.02
4873557 RIVERDALE NY 10463 SFD 7.500 6.500 $3,476.84 360 1-Dec-28 $496,880.97
4874477 GREENWICH CT 06830 LCO 7.625 6.500 $2,423.49 360 1-Jan-29 $342,400.00
4874576 NORTH RIDGE CA 91326 SFD 7.125 6.500 $1,825.78 360 1-Dec-28 $270,783.28
4874802 HUDSON OH 44236 SFD 7.250 6.500 $2,534.29 360 1-Dec-28 $371,210.19
4875879 LOVELAND OH 45140 SFD 7.000 6.500 $2,328.56 360 1-Oct-28 $349,134.29
4875903 CARMEL IN 46032 SFD 7.250 6.500 $2,182.97 360 1-Nov-28 $319,499.23
4876444 FORT LEE NJ 07024 LCO 7.500 6.500 $1,720.07 360 1-Nov-28 $245,633.72
4876858 FRANKLIN PARK NJ 08873 SFD 7.375 6.500 $2,391.81 360 1-Oct-28 $345,504.61
4876860 NAPERVILLE IL 60563 SFD 7.125 6.500 $2,432.12 360 1-Dec-28 $360,711.32
4876888 HILLSDALE NJ 07642 SFD 7.375 6.500 $2,762.70 360 1-Nov-28 $399,389.40
4877535 PLACENTIA CA 92870 SFD 7.250 6.500 $2,016.52 360 1-Oct-28 $294,904.00
4877820 NEW YORK NY 10025 HCO 7.625 6.500 $2,831.17 360 1-Dec-28 $399,710.50
4878210 AGOURA HILLS CA 91301 SFD 7.000 6.500 $1,849.55 360 1-Dec-28 $277,772.12
4878423 STONY POINT NY 10980 SFD 7.250 6.500 $2,455.84 360 1-Dec-28 $359,719.16
4878481 MOSS BEACH CA 94038 SFD 7.500 6.500 $2,215.12 360 1-Jan-29 $316,800.00
4879070 SANTA CLARA CA 95054 SFD 7.250 6.500 $1,773.66 360 1-Nov-28 $259,593.12
4879280 JACKSONVILLE FL 32256 SFD 7.000 6.500 $1,705.18 360 1-Dec-28 $255,891.00
4879591 SAN RAFAEL CA 94901 SFD 7.500 6.500 $2,908.74 360 1-Dec-28 $415,691.26
4879639 WHITESTONE NY 11357 SFD 7.125 6.500 $1,819.05 360 1-Dec-28 $269,784.08
4879689 WINCHESTER MA 01890 SFD 7.250 6.500 $2,530.88 360 1-Jan-29 $371,000.00
4880037 RIVERSIDE CA 92506 SFD 7.625 6.500 $2,831.17 360 1-Oct-28 $398,619.59
4880367 HIGHLAND PARK TX 75205 SFD 7.250 6.500 $6,207.81 360 1-Dec-28 $909,290.11
4880499 HAVERTOWN PA 19083 SFD 7.375 6.500 $1,685.25 360 1-Dec-28 $243,814.33
4882355 TUCSON AZ 85718 SFD 7.000 6.500 $2,523.60 240 1-Dec-18 $324,875.15
4882430 SAN FRANCISCO CA 94112 SFD 7.000 6.500 $2,162.24 360 1-Dec-28 $324,733.59
4882635 IRVINE CA 92614 SFD 7.375 6.500 $2,068.58 360 1-Nov-28 $299,042.80
4882790 CORONA CA 91720 SFD 7.500 6.500 $1,710.98 360 1-Jan-29 $244,700.00
4882848 MODESTO CA 95350 SFD 7.125 6.500 $2,252.91 360 1-Dec-28 $334,132.59
4882889 SAN JOSE CA 95148 SFD 7.500 6.500 $2,153.59 360 1-Dec-28 $307,771.41
4882900 SAN JOSE CA 95125 SFD 7.375 6.500 $2,266.11 360 1-Dec-28 $327,850.34
4883269 CINCINNATI OH 45244 SFD 7.125 6.500 $2,627.50 360 1-Nov-28 $389,374.40
4883383 HAWTHORN WOODS IL 60047 SFD 7.300 6.500 $2,119.79 360 1-Sep-28 $307,105.53
4883399 BUFFALO GROVE IL 60089 SFD 7.000 6.500 $1,995.91 360 1-Dec-28 $299,754.09
4883680 DAKOTA DUNES SD 57049 SFD 7.000 6.500 $1,800.31 360 1-Dec-28 $270,378.19
4883979 NOVATO CA 94945 SFD 7.375 6.500 $2,541.69 360 1-Dec-28 $367,719.98
4883987 TULSA OK 74136 SFD 7.000 6.500 $2,262.03 360 1-Oct-28 $339,159.02
4884041 MONTE SERENO CA 95030 SFD 7.250 6.500 $5,682.53 360 1-Dec-28 $832,350.18
4884105 IRVINE CA 92620 SFD 7.500 6.500 $2,672.40 360 1-Dec-28 $381,916.35
4884218 SANTA CLARA CA 95051 SFD 7.250 6.500 $1,835.06 360 1-Nov-28 $268,579.03
4884472 SOUTH ORANGE NJ 07079 SFD 7.000 6.500 $2,984.91 240 1-Dec-18 $383,260.92
4884779 ARNOLD MD 21012 SFD 7.375 6.500 $2,058.22 360 1-Jan-29 $298,000.00
4884886 SAN MARTIN CA 95046 SFD 7.000 6.500 $1,663.26 360 1-Dec-28 $249,795.07
4884995 MILPITAS CA 95035 SFD 7.125 6.500 $3,058.69 360 1-Nov-28 $453,271.72
4885493 OAKLAND CA 94618 SFD 7.250 6.500 $2,373.98 360 1-Dec-28 $347,728.52
4885649 HEMET CA 92543 SFD 7.550 6.500 $1,862.00 360 1-Sep-28 $264,213.78
4885942 ELK GROVE CA 95624 SFD 7.500 6.500 $2,013.74 360 1-Nov-28 $287,571.18
4886119 LAGUNA HILLS CA 92653 SFD 7.125 6.500 $1,977.37 360 1-Dec-28 $293,265.29
4886181 LAKEWOOD IL 60014 SFD 7.000 6.500 $2,980.56 360 1-Dec-28 $447,632.77
4886340 SAN FRANCISCO CA 94122 SFD 7.500 6.500 $1,957.81 360 1-Dec-28 $279,792.19
4886484 YONKERS NY 10710 SFD 7.375 6.500 $1,989.14 360 1-Dec-28 $287,780.86
4886518 HALF MOON BAY CA 94019 SFD 7.000 6.500 $2,661.21 360 1-Dec-28 $399,672.12
4886666 KETCHUM ID 83340 SFD 7.125 6.500 $1,212.70 360 1-Dec-28 $179,856.05
4886740 BOISE ID 83702 SFD 7.125 6.500 $1,920.10 360 1-Dec-28 $284,772.09
4886766 SAN MATEO CA 94402 SFD 7.125 6.500 $2,826.93 360 1-Dec-28 $419,264.45
4886856 NESHANIC STATION NJ 08853 SFD 7.125 6.500 $1,933.58 360 1-Dec-28 $286,770.48
4886960 SAN CARLOS CA 94070 SFD 7.250 6.500 $3,165.30 360 1-Nov-28 $463,273.88
4886981 MISSION VIEJO CA 92692 SFD 7.125 6.500 $3,712.19 360 1-Dec-28 $550,559.37
4887003 RENTON WA 98058 SFD 7.000 6.500 $1,904.10 360 1-Oct-28 $285,492.09
4887012 TUCSON AZ 85750 SFD 7.250 6.500 $1,923.74 360 1-Nov-28 $281,558.69
4887036 VALLEY CENTER CA 92082 SFD 7.000 6.500 $2,541.46 360 1-Dec-28 $381,686.87
4887112 MENLO PARK CA 94025 SFD 7.125 6.500 $4,015.37 360 1-Dec-28 $595,523.38
4887204 SAN RAMON CA 94583 LCO 7.750 6.500 $1,869.84 360 1-Jan-29 $261,000.00
4887257 BURLINGAME CA 94010 SFD 7.375 6.500 $2,417.37 360 1-Jan-29 $350,000.00
4887442 DACULA GA 30019 SFD 6.875 6.500 $1,761.23 360 1-Jan-29 $268,100.00
4887885 PIEDMONT CA 94611 SFD 7.125 6.500 $4,015.37 360 1-Dec-28 $595,523.38
4887969 SAN MATEO CA 94402 SFD 7.375 6.500 $2,265.42 360 1-Dec-28 $327,750.41
4887993 LINCOLN PARK NJ 07035 SFD 7.875 6.500 $2,708.14 360 1-Jan-29 $373,500.00
4888015 LA GRANGE IL 60525 SFD 8.125 6.500 $1,900.80 360 1-Jan-29 $256,000.00
4888023 EL GRANADA CA 94018 SFD 7.375 6.500 $2,230.89 360 1-Dec-28 $322,754.21
4888025 PLEASANTON CA 94588 SFD 7.250 6.500 $2,660.49 360 1-Dec-28 $389,695.76
4888030 MILPITAS CA 95035 SFD 7.250 6.500 $2,544.52 360 1-Dec-28 $372,709.02
4888032 MENLO PARK CA 94025 SFD 7.125 6.500 $3,705.46 360 1-Dec-28 $549,560.17
4888051 VALLEY VILLAGE CA 91607 SFD 7.375 6.500 $2,862.85 360 1-Dec-28 $414,184.60
4888141 CHARLESTON WV 25314 SFD 7.125 6.500 $4,026.82 360 1-Dec-28 $597,222.02
4888156 SANTA BARBARA CA 93110 SFD 7.125 6.500 $2,671.30 360 1-Dec-28 $396,182.92
4888183 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $1,899.87 360 1-Dec-28 $278,282.73
4888402 IJAMSVILLE MD 21754 SFD 6.875 6.500 $1,876.85 360 1-Dec-28 $285,459.97
4888434 BETHESDA MD 20814 SFD 7.125 6.500 $1,849.36 360 1-Dec-28 $274,280.48
4888649 SNOHOMISH WA 98296 SFD 7.250 6.500 $2,095.65 360 1-Oct-28 $306,476.70
4889232 WALTHAM MA 02154 SFD 7.000 6.500 $1,796.32 360 1-Dec-28 $269,778.68
4889248 GRANITE BAY CA 95746 SFD 7.500 6.500 $2,120.02 360 1-Dec-28 $302,974.98
4889366 SEAL BEACH CA 90740 SFD 7.125 6.500 $1,913.36 360 1-Nov-28 $283,544.43
4889506 CUPERTINO CA 95014 SFD 7.125 6.500 $1,906.63 360 1-Dec-28 $282,773.68
4889553 LAFAYETTE CA 94549 SFD 7.125 6.500 $3,116.29 360 1-Dec-28 $462,180.10
4889601 LOS ANGELES CA 91607 SFD 7.375 6.500 $2,202.57 360 1-Dec-28 $318,657.34
4889668 SAN JOSE CA 95129 SFD 7.375 6.500 $2,668.77 360 1-Nov-28 $385,810.14
4890087 LOS ANGELES CA 90046 SFD 7.000 6.500 $3,559.37 360 1-Dec-28 $534,561.46
4890185 TUMWATER WA 98512 SFD 7.000 6.500 $1,787.00 360 1-Dec-28 $268,379.83
4890351 MANDEVILLE LA 70471 SFD 6.875 6.500 $1,688.31 360 1-Nov-28 $256,566.94
4890416 FOUNTAIN HILLS AZ 85268 SFD 7.250 6.500 $2,146.74 300 1-Sep-23 $295,577.71
4890564 NEW YORK NY 10022 COP 7.500 6.500 $1,957.81 360 1-Jan-29 $280,000.00
4890592 MASSAPEQUA NY 11758 SFD 7.000 6.500 $1,663.26 360 1-Dec-28 $249,795.07
4890673 COTO DE CAZA CA 92679 PUD 7.000 6.500 $3,306.56 360 1-Nov-28 $496,182.84
4890729 PARKER CO 80138 SFD 6.875 6.500 $1,785.20 360 1-Nov-28 $271,292.10
4890818 FAIR HAVEN NJ 07704 SFD 7.250 6.500 $2,726.66 360 1-Dec-28 $399,388.19
4891010 PRINCETON JUNCTION NJ 08550 SFD 7.625 6.500 $2,349.88 360 1-Dec-28 $331,759.70
4891064 SAN JOSE CA 95132 SFD 7.125 6.500 $1,886.42 360 1-Dec-28 $279,776.08
4891103 SANTA MONICA CA 90402 SFD 7.125 6.500 $6,737.19 360 1-Dec-28 $999,200.31
4891227 REDWOOD CITY CA 94063 SFD 7.375 6.500 $2,340.01 360 1-Dec-28 $338,542.20
4891240 VILLA HILLS KY 41017 SFD 7.000 6.500 $1,649.95 360 1-Nov-28 $247,592.25
4891253 LAKE MARY FL 32746 SFD 7.125 6.500 $3,405.28 347 1-Oct-27 $498,605.51
4891357 CERRITOS CA 90703 SFD 7.000 6.500 $1,960.93 360 1-Dec-28 $294,500.40
4891368 BEVERLY HILLS CA 90210 SFD 7.125 6.500 $4,379.17 360 1-Nov-28 $648,957.33
4891494 JAMAICA NY 11432 SFD 7.750 6.500 $2,149.24 360 1-Jan-29 $300,000.00
4891675 SAN JOSE CA 95124 SFD 7.000 6.500 $1,715.82 360 1-Dec-28 $257,688.60
4891682 LITTLETON CO 80125 SFD 6.875 6.500 $2,299.26 360 1-Dec-28 $349,705.95
4891716 POWAY CA 92064 SFD 6.875 6.500 $3,580.27 360 1-Dec-28 $544,542.13
4891812 FREMONT CA 94539 SFD 7.000 6.500 $2,634.60 360 1-Nov-28 $395,348.91
4891845 SOLANA BEACH CA 92075 SFD 7.500 6.500 $2,629.05 360 1-Oct-28 $375,046.48
4891962 SAN JOSE CA 95129 SFD 7.625 6.500 $2,017.22 360 1-Jan-29 $285,000.00
4891997 MASPETH NY 11378 MF2 7.125 6.500 $2,486.03 360 1-Dec-28 $368,704.91
4892041 JUPITER FL 33478 SFD 7.125 6.500 $1,684.66 350 1-Jan-28 $246,974.42
4892047 COUNTRYSIDE IL 60525 SFD 7.125 6.500 $2,128.96 360 1-Jan-29 $316,000.00
4892077 ARLINGTON VA 22201 SFD 7.500 6.500 $2,313.49 360 1-Oct-28 $330,128.73
4892111 BELVEDERE CA 94920 SFD 7.000 6.500 $5,966.77 360 1-Dec-28 $896,114.85
4892189 VALENCIA CA 91355 PUD 7.375 6.500 $1,837.20 360 1-Oct-28 $265,389.04
4892356 CAMPBELL CA 95008 SFD 7.000 6.500 $2,195.50 360 1-Nov-28 $329,457.42
4892385 MONMOUTH JUNCTION NJ 08852 SFD 7.750 6.500 $2,174.74 360 1-Nov-28 $303,130.12
4892396 LA JOLLA CA 92037 SFD 6.875 6.500 $3,404.21 360 1-Dec-28 $517,764.64
4892459 SAN JOSE CA 95135 SFD 7.125 6.500 $2,024.53 360 1-Dec-28 $300,259.69
4892478 SAN JOSE CA 95120 SFD 7.375 6.500 $1,906.27 360 1-Dec-28 $275,789.98
4892486 CAMPBELL CA 95008 SFD 7.250 6.500 $2,387.62 360 1-Dec-28 $349,726.96
4892495 CAMPBELL CA 95008 SFD 7.125 6.500 $1,819.05 360 1-Dec-28 $269,784.08
4892532 SUNNYVALE CA 94087 SFD 7.000 6.500 $1,733.12 360 1-Dec-28 $260,286.46
4892576 OAKLAND CA 94705 SFD 7.125 6.500 $2,490.74 360 1-Dec-28 $369,404.35
4892592 MONTE SERENO CA 95030 SFD 7.500 6.500 $3,447.13 360 1-Dec-28 $492,634.12
4892616 CULVER CITY CA 90230 SFD 7.375 6.500 $2,331.03 360 1-Dec-28 $337,243.19
4892634 WEST HILLS CA 91304 SFD 7.500 6.500 $1,699.10 360 1-Dec-28 $242,645.75
4892674 SAN JOSE CA 95134 SFD 7.375 6.500 $1,963.59 360 1-Dec-28 $284,083.67
4892688 BURLINGAME CA 94010 SFD 7.250 6.500 $1,964.67 360 1-Dec-28 $287,775.33
4892851 SAN JOSE CA 95124 SFD 7.125 6.500 $1,998.93 360 1-Dec-28 $295,961.66
4892858 FREMONT CA 94536 SFD 7.125 6.500 $2,317.60 360 1-Dec-28 $343,724.90
4892921 SAN DIEGO CA 92127 SFD 7.125 6.500 $1,959.18 360 1-Dec-28 $290,567.45
4893055 SCOTTSDALE AZ 85260 SFD 6.875 6.500 $2,640.86 360 1-Dec-28 $401,662.27
4893154 MALIBU CA 90265 SFD 7.250 6.500 $4,788.88 360 1-Dec-28 $701,452.37
4893189 WILMINGTON NC 28412 SFD 7.375 6.500 $1,571.29 360 1-Nov-28 $227,152.71
4893310 CUPERTINO CA 95014 SFD 7.000 6.500 $2,780.97 360 1-Dec-28 $417,657.36
4893322 SAN JOSE CA 95129 SFD 7.000 6.500 $2,328.56 360 1-Dec-28 $349,713.11
4893464 VALLEY STREAM NY 11580 SFD 7.375 6.500 $704.49 360 1-Dec-28 $101,922.38
4893626 SAN JOSE CA 95120 SFD 7.125 6.500 $2,425.39 360 1-Dec-28 $359,212.11
4893631 ESCONDIDO CA 92029 SFD 7.125 6.500 $1,792.10 360 1-Dec-28 $265,787.28
4893687 MILLERSVILLE MD 21108 SFD 7.250 6.500 $2,019.24 360 1-Nov-28 $295,536.80
4893727 MENLO PARK CA 94025 SFD 7.375 6.500 $2,313.77 360 1-Dec-28 $334,745.08
4893862 MENLO PARK CA 94025 SFD 7.000 6.500 $4,304.51 360 1-Dec-28 $646,469.66
4893869 CROWNSVILLE MD 21032 SFD 7.250 6.500 $1,850.06 360 1-Dec-28 $270,988.44
4894057 SAN JOSE CA 95125 SFD 7.125 6.500 $2,055.69 240 1-Dec-18 $262,103.50
4894161 SAN MARTIN CA 95046 SFD 7.125 6.500 $2,098.64 360 1-Dec-28 $311,250.89
4894172 PALO ALTO CA 94301 SFD 7.000 6.500 $4,257.94 360 1-Dec-28 $639,475.39
4894175 ATHERTON CA 94027 SFD 7.125 6.500 $2,115.48 360 1-Dec-28 $313,748.90
4894181 SAN MATEO CA 94403 SFD 7.250 6.500 $2,563.98 240 1-Dec-18 $323,795.94
4894194 FAIRPORT NY 14450 SFD 7.375 6.500 $545.64 360 1-Dec-28 $78,939.88
4894195 REDWOOD CITY CA 94065 SFD 7.250 6.500 $1,796.18 360 1-Dec-28 $263,094.59
4894383 LOS GATOS CA 95033 SFD 7.250 6.500 $2,728.71 360 1-Dec-28 $399,687.96
4894505 STAMFORD CT 06903 SFD 6.875 6.500 $2,956.18 360 1-Dec-28 $449,621.95
4894520 CARMEL IN 46032 SFD 6.875 6.500 $3,442.31 360 1-Dec-28 $523,559.00
4894552 SAN MATEO CA 94403 SFD 6.875 6.500 $1,769.44 360 1-Dec-28 $269,123.71
4894614 CASTLE ROCK CO 80104 SFD 7.000 6.500 $2,065.77 360 1-Jan-29 $310,500.00
4894617 SAN FRANCISCO CA 94131 SFD 7.375 6.500 $2,707.45 360 1-Dec-28 $391,701.72
4894700 SAN JOSE CA 95128 SFD 7.375 6.500 $2,203.26 360 1-Dec-28 $318,757.26
4894704 NEW FAIRFIELD CT 06812 SFD 7.000 6.500 $2,538.80 360 1-Dec-28 $381,287.20
4894786 MORGAN HILL CA 95037 SFD 7.000 6.500 $2,035.83 360 1-Dec-28 $305,749.17
4894790 SAN JOSE CA 95120 SFD 7.000 6.500 $2,860.81 360 1-Nov-28 $429,046.92
4894847 LEONIA NJ 07605 SFD 7.375 6.500 $1,864.82 360 1-Dec-28 $269,794.55
4894993 OSSINING NY 10562 LCO 7.000 6.500 $1,990.59 360 1-Nov-28 $298,708.05
4895013 SAN JOSE CA 95125 SFD 7.000 6.500 $1,669.91 360 1-Dec-28 $250,794.26
4895058 YORBA LINDA CA 92887 SFD 7.125 6.500 $2,364.76 360 1-Dec-28 $350,719.30
4895093 SAN JOSE CA 95126 SFD 7.000 6.500 $3,166.84 360 1-Dec-28 $475,609.83
4895123 SAN RAFAEL CA 94901 SFD 7.375 6.500 $1,830.29 360 1-Dec-28 $264,798.36
4895150 SAN JOSE CA 95125 SFD 7.000 6.500 $1,916.08 360 1-Dec-28 $287,763.92
4895194 MILPITAS CA 95035 SFD 7.000 6.500 $2,240.74 360 1-Dec-28 $336,523.93
4895203 SAN JOSE CA 95138 SFD 7.125 6.500 $4,325.28 360 1-Nov-28 $640,970.15
4895204 LAKE GROVE NY 11755 SFD 7.125 6.500 $2,097.96 240 1-Jan-19 $268,000.00
4895209 ANDERSON IN 46011 SFD 6.875 6.500 $2,414.21 360 1-Dec-28 $367,191.26
4895377 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.500 $2,615.47 360 1-Dec-28 $383,100.91
4895398 TRABUCO CANYON CA 92679 SFD 7.125 6.500 $2,499.50 360 1-Dec-28 $370,703.31
4895444 SAN DIEGO CA 92109 LCO 7.750 6.500 $3,159.38 360 1-Dec-28 $440,688.74
4895445 CASTRO VALLEY CA 94552 SFD 7.000 6.500 $2,005.89 360 1-Dec-28 $301,252.86
4895551 SAN DIEGO CA 92130 SFD 7.750 6.500 $3,223.86 360 1-Dec-28 $449,682.39
4895562 SANTA CLARA CA 95051 SFD 7.125 6.500 $1,941.32 360 1-Dec-28 $287,860.89
4895574 DANVILLE CA 94506 SFD 7.125 6.500 $2,984.58 360 1-Dec-28 $442,645.73
4895646 SAN MATEO CA 94403 SFD 7.125 6.500 $2,445.60 360 1-Dec-28 $362,709.71
4895662 WALNUT CREEK CA 94598 SFD 6.875 6.500 $3,908.73 360 1-Dec-28 $594,500.12
4895669 KENTFIELD CA 94904 SFD 7.000 6.500 $2,827.54 360 1-Dec-28 $424,651.63
4895676 SAN FRANCISCO CA 94118 SFD 7.125 6.500 $3,513.45 360 1-Dec-28 $521,082.96
4895716 RANCHO PALOS VERDES CA 90275 SFD 7.375 6.500 $2,092.75 360 1-Dec-28 $302,769.44
4895806 FREMONT CA 94539 SFD 7.375 6.500 $3,695.12 360 1-Dec-28 $534,592.90
4895824 LOS ANGELES CA 90069 SFD 7.375 6.500 $2,567.24 360 1-Dec-28 $371,417.17
4895830 RANCHO PALOS VERDES CA 90275 SFD 7.375 6.500 $1,710.81 360 1-Dec-28 $247,511.51
4895903 HENDERSON NV 89012 SFD 7.000 6.500 $1,733.78 360 1-Dec-28 $260,386.39
4895962 DALY CITY CA 94015 SFD 7.375 6.500 $1,719.79 360 1-Dec-28 $248,810.52
4896052 LOS GATOS CA 95032 SFD 7.250 6.500 $1,843.25 360 1-Dec-28 $269,989.21
4896065 SAN DIEGO CA 92122 SFD 7.375 6.500 $1,787.13 360 1-Nov-28 $258,354.99
4896077 PLEASANTON CA 94566 SFD 7.375 6.500 $2,025.76 360 1-Dec-28 $292,931.27
4896143 SAN JOSE CA 95118 SFD 7.125 6.500 $1,894.83 360 1-Dec-28 $281,025.09
4896173 RIVERSIDE IL 60546 SFD 7.250 6.500 $2,554.07 360 1-Nov-28 $373,814.10
4896202 SARATOGA CA 95070 SFD 7.125 6.500 $2,155.90 360 1-Dec-28 $319,744.10
4896272 SAN JOSE CA 95148 SFD 7.750 6.500 $1,970.14 360 1-Dec-28 $274,805.90
4896314 SAN JUAN CAPISTRANO CA 92675 SFD 7.000 6.500 $5,495.40 360 1-Dec-28 $825,322.93
4896356 PONTE VEDRA BEACH FL 32082 SFD 7.250 6.500 $3,069.80 360 1-Nov-28 $449,295.78
4896529 NORTH BRUNSWICK NJ 08902 SFD 7.625 6.500 $1,978.99 360 1-Nov-28 $279,193.98
4896542 DANVILLE CA 94526 SFD 7.125 6.500 $2,694.88 360 1-Dec-28 $399,680.12
4896578 KENTFIELD CA 94904 SFD 7.000 6.500 $3,832.15 360 1-Nov-28 $575,052.95
4896612 LOS GATOS CA 95030 SFD 7.000 6.500 $2,328.56 360 1-Dec-28 $349,713.11
4896745 ALAMEDA CA 94502 SFD 6.875 6.500 $2,279.55 360 1-Dec-28 $346,708.47
4896850 NASHVILLE TN 37215 SFD 7.500 6.500 $2,837.42 360 1-Dec-28 $405,498.83
4896883 SAN FRANCISCO CA 94121 SFD 7.125 6.500 $1,751.67 360 1-Dec-28 $259,792.08
4896888 PLEASANTON CA 94566 SFD 7.000 6.500 $1,796.32 360 1-Dec-28 $269,778.68
4896944 MOUNTAIN VIEW CA 94040 SFD 7.000 6.500 $2,128.97 360 1-Dec-28 $319,737.70
4896947 SUNNYVALE CA 94087 SFD 7.000 6.500 $1,696.53 360 1-Dec-28 $254,790.97
4896956 SAN FRANCISCO CA 94122 SFD 7.000 6.500 $1,836.24 360 1-Dec-28 $275,773.76
4896967 BURLINGAME CA 94010 SFD 7.000 6.500 $2,607.99 360 1-Dec-28 $391,586.67
4897030 FREMONT CA 94539 SFD 7.000 6.500 $3,486.19 360 1-Dec-28 $523,570.48
4897035 MORAGA CA 94556 SFD 7.250 6.500 $2,496.77 360 1-Dec-28 $365,714.48
4897060 SAN FRANCISCO CA 94132 SFD 7.000 6.500 $2,085.73 360 1-Dec-28 $313,243.02
4897101 NAPA CA 94559 SFD 7.250 6.500 $1,916.92 360 1-Dec-28 $280,780.79
4897119 CASTRO VALLEY CA 94552 SFD 7.375 6.500 $2,223.98 360 1-Dec-28 $321,754.98
4897171 LOS ALTOS CA 94024 SFD 7.000 6.500 $2,894.07 360 1-Dec-28 $434,643.43
4897176 SAN RAFAEL CA 94901 SFD 7.000 6.500 $4,124.88 360 1-Dec-28 $619,491.79
4897188 LOS GATOS CA 95032 SFD 7.250 6.500 $5,457.42 360 1-Dec-28 $799,375.91
4897192 LOS ALTOS HILLS CA 94022 SFD 7.250 6.500 $4,775.24 360 1-Dec-28 $699,453.93
4897209 LIVERMORE CA 94550 SFD 7.500 6.500 $1,817.96 360 1-Dec-28 $259,807.04
4897335 CORTE MADERA CA 94925 SFD 7.000 6.500 $1,995.91 360 1-Dec-28 $299,754.09
4897339 FREMONT CA 94539 SFD 7.125 6.500 $1,697.78 360 1-Dec-28 $251,798.47
4897357 LOS ALTOS CA 94024 SFD 7.000 6.500 $2,687.83 360 1-Dec-28 $403,668.84
4897411 SAN DIEGO CA 92128 SFD 6.875 6.500 $1,694.88 360 1-Dec-28 $257,783.25
4897482 CUPERTINO CA 95014 SFD 7.000 6.500 $2,095.71 360 1-Dec-28 $314,741.79
4897543 NEWTOWN PA 18940 SFD 6.875 6.500 $1,642.33 360 1-Nov-28 $249,578.73
4897547 LOS ANGELES CA 90049 SFD 7.125 6.500 $4,581.29 360 1-Dec-28 $679,456.21
4897550 YORBA LINDA CA 92886 SFD 7.500 6.500 $1,992.77 360 1-Dec-28 $284,788.48
4897728 ALAMO CA 94507 SFD 7.000 6.500 $3,472.88 360 1-Dec-28 $521,245.00
4897737 BURLINGAME CA 94010 SFD 6.875 6.500 $1,937.94 360 1-Dec-28 $294,752.16
4897750 DANVILLE CA 94526 SFD 7.000 6.500 $4,031.74 360 1-Dec-28 $605,503.26
4897754 FOSTER CITY CA 94404 SFD 7.000 6.500 $3,313.21 360 1-Dec-28 $497,591.79
4897820 SAN JOSE CA 95129 SFD 7.375 6.500 $2,210.17 360 1-Dec-28 $319,756.50
4897877 MUKILTEO WA 98275 SFD 6.875 6.500 $1,708.01 360 1-Nov-28 $259,561.89
4897956 CALDWELL ID 83605 SFD 7.500 6.500 $2,167.56 360 1-Dec-28 $309,769.94
4897980 JAMAICA ESTATES NY 11432 SFD 7.500 6.500 $1,971.79 360 1-Dec-28 $281,790.71
4898005 BERKELEY CA 94708 SFD 7.000 6.500 $2,305.28 360 1-Dec-28 $346,215.97
4898022 REDWOOD CITY CA 94065 SFD 6.875 6.500 $2,890.49 360 1-Dec-28 $439,630.34
4898028 SARATOGA CA 95070 SFD 7.000 6.500 $3,844.46 360 1-Dec-28 $577,376.33
4898029 OAKLAND CA 94705 SFD 6.875 6.500 $4,089.39 360 1-Dec-28 $621,976.41
4898034 LOS GATOS CA 95030 SFD 7.000 6.500 $1,922.73 360 1-Dec-28 $288,763.10
4898041 SAN JOSE CA 95129 SFD 7.000 6.500 $1,630.00 360 1-Dec-28 $244,799.17
4898042 CUPERTINO CA 95014 SFD 7.000 6.500 $3,126.93 360 1-Dec-28 $469,614.74
4898043 FREMONT CA 94539 SFD 6.875 6.500 $3,094.14 360 1-Dec-28 $470,604.30
4898045 SAN FRANCISCO CA 94121 SFD 7.000 6.500 $2,947.30 360 1-Dec-28 $442,636.87
4898049 SAN RAFAEL CA 94903 SFD 7.250 6.500 $2,244.36 360 1-Dec-28 $328,743.35
4898057 SAN MATEO CA 94402 SFD 7.000 6.500 $2,651.24 360 1-Dec-28 $398,173.34
4898073 BURLINGAME CA 94010 SFD 7.000 6.500 $1,802.97 360 1-Dec-28 $270,777.86
4898083 MOUNTAIN VIEW CA 94040 SFD 7.000 6.500 $2,837.52 360 1-Dec-28 $426,150.40
4898091 SAN JOSE CA 95125 SFD 7.000 6.500 $2,871.45 360 1-Dec-28 $431,246.22
4898100 SAN FRANCISCO CA 94112 SFD 7.125 6.500 $1,827.80 360 1-Dec-28 $271,083.04
4898105 SAN CLEMENTE CA 92673 SFD 7.250 6.500 $1,719.09 360 1-Dec-28 $251,803.41
4898110 MENLO PARK CA 94025 SFD 6.875 6.500 $2,433.93 360 1-Dec-28 $370,188.73
4898136 SAN FRANCISCO CA 94116 SFD 7.000 6.500 $1,689.87 360 1-Dec-28 $253,791.80
4898146 GLENDALE NY 11385 SFD 7.000 6.500 $665.31 360 1-Jan-29 $100,000.00
4898148 SAN JOSE CA 95129 SFD 7.000 6.500 $1,989.26 360 1-Dec-28 $298,754.91
4898153 SAUSALITO CA 94965 SFD 7.000 6.500 $3,838.80 360 1-Dec-28 $576,527.03
4898155 PLEASANTON CA 94566 SFD 7.250 6.500 $1,810.50 360 1-Dec-28 $265,192.96
4898166 TOWN COUNTRY MO 63017 SFD 7.375 6.500 $1,864.82 360 1-Oct-28 $269,279.26
4898188 PLEASANTON CA 94566 SFD 6.875 6.500 $3,087.57 360 1-Dec-28 $469,605.14
4898204 SEATTLE WA 98109 SFD 7.250 6.500 $1,739.55 360 1-Oct-28 $254,399.61
4898208 CARLSBAD CA 92009 SFD 6.875 6.500 $2,726.26 360 1-Dec-28 $414,651.34
4898209 CUPERTINO CA 95014 SFD 6.875 6.500 $3,186.11 360 1-Dec-28 $484,592.54
4898224 CUPERTINO CA 95016 SFD 7.000 6.500 $2,228.77 360 1-Dec-28 $334,554.17
4898232 PLACENTIA CA 92870 SFD 7.000 6.500 $1,712.49 360 1-Oct-28 $256,763.33
4898241 MOSS BEACH CA 94038 SFD 7.000 6.500 $4,989.77 360 1-Dec-28 $749,385.23
4898255 SUNNYVALE CA 94086 SFD 7.125 6.500 $2,694.88 360 1-Dec-28 $396,680.12
4898272 PALO ALTO CA 94306 SFD 7.000 6.500 $3,526.11 360 1-Dec-28 $529,565.56
4898280 LOS GATOS CA 95030 SFD 7.000 6.500 $2,195.50 360 1-Dec-28 $329,729.50
4898286 SAN FRANCISCO CA 94110 SFD 6.875 6.500 $1,832.84 360 1-Dec-28 $278,365.60
4898325 MOSS BEACH CA 94038 SFD 7.000 6.500 $3,193.46 360 1-Dec-28 $479,606.54
4898333 FREMONT CA 94539 SFD 7.000 6.500 $2,741.05 360 1-Dec-28 $411,662.28
4898368 SCOTTS VALLEY CA 95066 SFD 7.125 6.500 $2,694.88 360 1-Dec-28 $399,680.12
4898389 SUNNYVALE CA 94086 SFD 7.250 6.500 $2,033.57 360 1-Dec-28 $297,867.45
4898397 LOS ALTOS CA 94024 SFD 6.875 6.500 $3,481.73 360 1-Dec-28 $529,554.73
4898400 SAN JOSE CA 95118 PUD 7.875 6.500 $1,784.40 360 1-Aug-28 $244,977.16
4898427 FOREST HILLS NY 11375 SFD 7.375 6.500 $2,762.71 360 1-Dec-28 $399,695.62
4898467 CUPERTINO CA 95014 SFD 6.875 6.500 $2,463.49 360 1-Dec-28 $374,684.95
4898475 MISSION VIEJO CA 92692 SFD 7.000 6.500 $1,776.36 360 1-Dec-28 $266,781.14
4898514 DANVILLE CA 94506 SFD 7.125 6.500 $2,762.25 360 1-Dec-28 $409,672.13
4898530 SAN JOSE CA 95118 SFD 7.125 6.500 $2,593.82 360 1-Dec-28 $384,692.12
4898531 LOS ALTOS CA 94024 SFD 7.250 6.500 $2,592.27 360 1-Dec-28 $379,703.56
4898539 OAKLAND CA 94602 SFD 7.125 6.500 $2,021.16 360 1-Dec-28 $299,760.09
4898545 CARMEL CA 93921 SFD 7.250 6.500 $4,400.04 360 1-Dec-28 $644,496.84
4898557 SUDBURY MA 01776 SFD 6.875 6.500 $3,166.40 360 1-Dec-28 $481,595.06
4898605 MONUMENT CO 80132 SFD 6.875 6.500 $2,049.62 360 1-Dec-28 $311,737.88
4898616 SAN MATEO CA 94403 SFD 7.000 6.500 $1,862.85 360 1-Dec-28 $279,770.48
4898620 MOUNTAIN VIEW CA 94043 SFD 6.875 6.500 $2,102.18 360 1-Dec-28 $319,731.15
4898621 SAN JOSE CA 95120 SFD 6.875 6.500 $1,642.33 360 1-Dec-28 $249,432.29
4898628 SUNNYVALE CA 94087 SFD 7.000 6.500 $2,268.69 360 1-Dec-28 $340,720.48
4898636 NEW CANAAN CT 06840 SFD 6.875 6.500 $3,186.11 360 1-Jan-29 $485,000.00
4898639 SAN FRANCISCO CA 94115 LCO 7.000 6.500 $3,985.17 360 1-Dec-28 $598,509.00
4898671 NORTH ANDOVER MA 01845 SFD 7.000 6.500 $1,995.91 360 1-Dec-28 $297,254.09
4898672 NORTH ANDOVER MA 01845 SFD 7.000 6.500 $2,287.14 240 1-Dec-18 $294,433.69
4898688 SAN MATEO CA 94402 SFD 7.250 6.500 $6,342.20 360 1-Dec-28 $928,974.74
4898691 ORINDA CA 94563 SFD 7.000 6.500 $2,723.75 360 1-Dec-28 $408,288.17
4898699 FREMONT CA 94536 SFD 7.125 6.500 $1,945.03 360 1-Dec-28 $288,469.13
4898725 SAN RAFAEL CA 94901 SFD 7.375 6.500 $2,520.97 360 1-Dec-28 $364,722.26
4898728 TARZANA CA 91356 SFD 7.500 6.500 $2,823.08 360 1-Nov-28 $403,148.84
4898762 SAN JOSE CA 95138 SFD 7.000 6.500 $1,796.32 360 1-Dec-28 $269,778.68
4898807 SAN CARLOS CA 94070 SFD 7.250 6.500 $2,196.61 360 1-Dec-28 $321,748.81
4898894 SAN JOSE CA 95125 SFD 6.875 6.500 $2,699.98 360 1-Dec-28 $410,654.71
4898899 OLD GREENWICH CT 06870 SFD 7.125 6.500 $2,506.24 360 1-Dec-28 $369,196.27
4898927 BELMONT CA 94002 SFD 7.250 6.500 $1,991.75 240 1-Dec-18 $251,530.75
4898933 MILLBRAE CA 94030 SFD 7.125 6.500 $2,068.32 360 1-Dec-28 $306,754.49
4898948 SAN MATEO CA 94402 SFD 7.000 6.500 $2,124.98 360 1-Dec-28 $318,263.17
4898968 LOS GATOS CA 95033 SFD 7.000 6.500 $3,176.16 360 1-Dec-28 $477,008.67
4898977 PILOT HILL CA 95664 SFD 7.250 6.500 $3,745.15 360 1-Dec-28 $548,571.73
4899023 LIVERMORE CA 94550 SFD 7.625 6.500 $1,953.52 360 1-Jan-29 $276,000.00
4899062 MISSION VIEJO CA 92692 SFD 7.250 6.500 $1,760.02 360 1-Dec-28 $257,798.73
4899064 PORTOLA VALLEY CA 94028 SFD 7.125 6.500 $3,685.25 360 1-Dec-28 $546,562.56
4899066 NORTH CANTON OH 44720 SFD 7.625 6.500 $637.02 360 1-Jan-29 $90,000.00
4899158 CUPERTINO CA 95014 SFD 6.875 6.500 $2,089.04 360 1-Dec-28 $317,732.84
4899172 CUPERTINO CA 95014 SFD 6.875 6.500 $3,462.02 360 1-Dec-28 $526,557.25
4899178 SAN JOSE CA 95133 SFD 7.250 6.500 $1,978.32 360 1-Nov-28 $289,546.16
4899207 MOUNTAIN VIEW CA 94040 SFD 6.875 6.500 $2,299.26 360 1-Dec-28 $349,705.95
4899210 SANTA CRUZ CA 95062 SFD 7.500 6.500 $1,957.81 360 1-Dec-28 $279,792.19
4899251 PLEASANTON CA 94566 SFD 7.000 6.500 $3,182.81 360 1-Dec-28 $478,007.86
4899256 REDWOOD CITY CA 94065 SFD 7.375 6.500 $1,775.04 360 1-Dec-28 $256,804.44
4899271 PALO ALTO CA 94306 SFD 7.375 6.500 $1,956.69 360 1-Dec-28 $283,034.42
4899312 CUPERTINO CA 95014 SFD 7.000 6.500 $2,827.54 360 1-Dec-28 $424,651.63
4899346 SAN JOSE CA 95131 SFD 7.125 6.500 $1,637.14 360 1-Dec-28 $242,805.67
4899430 MONTCLAIR NJ 07042 SFD 7.875 6.500 $1,825.37 360 1-Dec-28 $251,576.74
4899469 MONTE SERENO CA 95030 SFD 7.250 6.500 $4,243.14 360 1-Nov-28 $621,026.63
4899591 BEVERLY HILLS CA 90211 SFD 7.000 6.500 $1,829.59 360 1-Nov-28 $274,547.02
4899646 READINGTON NJ 08822 SFD 7.375 6.500 $1,851.01 360 1-Dec-28 $267,796.07
4899689 LOS GATOS CA 95032 SFD 7.125 6.500 $3,368.60 360 1-Dec-28 $499,600.15
4899958 ALAMEDA CA 94502 SFD 7.000 6.500 $2,122.32 360 1-Dec-28 $318,738.51
4899982 WOODSIDE CA 94062 SFD 7.000 6.500 $6,320.37 360 1-Nov-28 $948,438.05
4900158 SANTA ANA CA 92705 SFD 7.000 6.500 $3,858.76 360 1-Dec-28 $579,524.57
4900218 SHREWSBURY MA 01545 SFD 7.875 6.500 $1,825.37 360 1-Dec-28 $251,576.74
4900268 SAN JOSE CA 95128 SFD 7.000 6.500 $2,478.26 360 1-Dec-28 $372,194.66
4900444 SANTA BARBARA CA 93105 SFD 7.500 6.500 $1,817.96 360 1-Dec-28 $259,807.04
4900541 NOVATO CA 94945 SFD 7.375 6.500 $3,108.04 360 1-Dec-28 $449,657.58
4900559 CAMPBELL CA 95008 SFD 7.000 6.500 $1,995.91 360 1-Nov-28 $299,506.75
4900605 CROWNSVILLE MD 21032 SFD 7.500 6.500 $2,497.94 360 1-Oct-28 $356,449.65
4900629 PHOENIX AZ 85020 SFD 7.375 6.500 $2,538.58 360 1-Oct-28 $366,705.80
4900656 PHOENIX AZ 85018 SFD 7.375 6.500 $2,486.43 360 1-Oct-28 $359,173.15
4900758 PHOENIX AZ 85255 SFD 6.625 6.358 $1,654.09 360 1-Dec-28 $258,097.08
4900826 MILLBRAE CA 94030 SFD 6.875 6.500 $2,069.33 360 1-Oct-28 $314,201.52
4900848 MCMURRAY PA 15317 SFD 7.125 6.500 $498.56 360 1-Dec-28 $73,940.82
4900894 STUDIO CITY CA 91604 SFD 7.250 6.500 $2,655.38 360 1-Dec-28 $388,946.34
4900976 OTIS OR 97368 SFD 7.250 6.500 $1,705.46 360 1-Oct-28 $249,411.32
4901114 SAN JOSE CA 95125 SFD 7.500 6.500 $2,027.73 360 1-Dec-28 $289,784.77
4901155 TEWKSBURY NJ 08833 SFD 7.625 6.500 $3,317.79 360 1-Oct-28 $467,725.69
4901400 HAYWARD CA 94542 SFD 7.875 6.500 $1,834.43 360 1-Dec-28 $252,609.88
4901491 SAN MATEO CA 94402 SFD 7.250 6.500 $4,331.82 360 1-Dec-28 $634,504.64
4901503 SARATOGA CA 95070 SFD 7.250 6.500 $2,878.79 360 1-Dec-28 $421,549.58
4901513 FREMONT CA 94539 SFD 7.125 6.500 $3,206.91 360 1-Dec-28 $475,619.34
4901613 REDWOOD CITY CA 94065 SFD 6.875 6.500 $2,594.87 360 1-Dec-28 $394,668.15
4901618 BURLINGAME CA 94010 SFD 6.875 6.500 $2,759.11 360 1-Dec-28 $419,647.14
4901733 SANTA BARBARA CA 93110 LCO 7.750 6.500 $1,746.26 360 1-Jan-29 $243,750.00
4901737 WHITE PLAINS NY 10605 SFD 7.500 6.500 $1,153.71 360 1-Dec-28 $164,877.54
4901917 CLAYTON MO 63105 SFD 7.375 6.500 $2,479.53 360 1-Dec-28 $358,726.82
4901951 SARATOGA CA 95070 SFD 6.875 6.500 $3,179.54 360 1-Dec-28 $483,593.38
4901962 SAN JOSE CA 95125 SFD 6.875 6.500 $1,773.71 360 1-Dec-28 $269,773.17
4902089 DANVILLE CA 94526 SFD 7.750 6.500 $2,564.76 360 1-Dec-28 $357,747.32
4902095 SAN GERONIMO CA 94963 SFD 7.250 6.500 $1,841.88 360 1-Dec-28 $269,789.37
4902155 DANVILLE CA 94526 SFD 7.125 6.500 $2,667.93 360 1-Dec-28 $395,683.32
4902303 SANTA BARBARA CA 93103 SFD 7.125 6.500 $2,304.12 360 1-Dec-28 $341,342.49
4902579 FREMONT CA 94538 SFD 7.000 6.500 $1,796.32 360 1-Dec-28 $269,778.68
4902775 RUIDOSO AREA NM 88345 SFD 7.750 6.500 $2,751.02 360 1-Dec-28 $383,728.98
4902809 MARTINEZ CA 94553 SFD 7.375 6.500 $1,899.36 360 1-Dec-28 $274,790.74
4903071 GREENWICH CT 06830 SFD 7.125 6.500 $5,389.75 360 1-Dec-28 $799,360.25
4903168 ESCONDIDO CA 92029 SFD 6.875 6.500 $2,752.54 360 1-Oct-28 $417,937.89
4903364 CUMMING GA 30041 SFD 7.375 6.500 $2,210.17 360 1-Nov-28 $319,511.50
4903408 FREMONT CA 94539 SFD 6.875 6.500 $2,450.35 360 1-Dec-28 $372,686.63
4903547 NORWELL MA 02061 SFD 7.375 6.500 $2,486.43 360 1-Nov-28 $359,450.46
4903562 SAN MATEO CA 94402 SFD 8.000 6.500 $1,995.84 360 1-Dec-28 $271,817.49
4903580 PARKLAND FL 33067 SFD 7.000 6.500 $1,902.77 360 1-Dec-28 $285,765.56
4903657 LOS ANGELES CA 90024 HCO 7.500 6.500 $1,940.33 360 1-Dec-28 $277,294.05
4903715 SAN FRANCISCO CA 94116 SFD 7.000 6.500 $1,743.10 360 1-Dec-28 $261,785.23
4903922 APPLE VALLEY MN 55124 SFD 6.875 6.500 $1,316.49 360 1-Jan-29 $200,400.00
4904141 NORTH PALM BEACH FL 33408 HCO 8.000 6.500 $275.17 360 1-Dec-28 $37,474.83
4904188 CORTLANDT MANOR NY 10566 SFD 6.750 6.483 $1,712.30 360 1-Jan-29 $264,000.00
4904555 ARVADA CO 80005 SFD 7.375 6.500 $1,781.95 360 1-Dec-28 $257,803.67
4904735 BAYSIDE NY 11361 SFD 8.000 6.500 $2,047.21 360 1-Dec-28 $278,812.79
4904869 ROLLING HILLS ESTATES CA 90274 SFD 7.000 6.500 $2,428.36 360 1-Dec-28 $364,700.81
4905259 HUNTINGTON BEACH CA 92648 SFD 7.375 6.500 $2,299.61 360 1-Dec-28 $332,696.65
4905671 CASTRO VALLEY CA 94546 SFD 7.875 6.500 $1,856.18 360 1-Jan-29 $256,000.00
4905699 LOS GATOS CA 95030 SFD 7.000 6.500 $2,443.66 360 1-Dec-28 $365,942.58
4905786 WOODMERE NY 11598 SFD 7.000 6.500 $1,655.28 360 1-Dec-28 $248,596.05
4905800 CUPERTINO CA 95014 SFD 7.000 6.500 $1,995.91 360 1-Dec-28 $299,754.09
4905811 LOS ALTOS CA 94024 SFD 7.000 6.500 $2,594.68 360 1-Dec-28 $389,680.32
4906082 POST FALLS ID 83854 SFD 7.125 6.500 $2,694.87 360 1-Nov-28 $399,358.36
4906140 LONG GROVE IL 60047 SFD 7.000 6.500 $4,324.13 360 1-Dec-28 $649,417.24
4906168 CUPERTINO CA 95014 SFD 7.250 6.500 $2,428.55 360 1-Dec-28 $355,722.28
4906383 FREMONT CA 94539 SFD 8.000 6.500 $3,815.58 360 1-Dec-28 $519,651.09
4906437 ENCINO CA 91436 SFD 7.125 6.500 $2,882.17 360 1-Dec-28 $427,457.89
4906649 MOUNTAIN VIEW CA 94040 SFD 7.000 6.500 $1,603.38 360 1-Dec-28 $240,802.45
4906736 LOS ANGELES CA 90045 SFD 7.125 6.500 $2,506.24 360 1-Dec-28 $371,702.51
4906944 TULSA OK 74105 SFD 6.750 6.483 $2,811.68 360 1-Jan-29 $433,500.00
4907057 HUNTINGTON BEACH CA 92646 SFD 7.250 6.500 $1,725.91 360 1-Dec-28 $252,802.63
4907247 SALT LAKE CITY UT 84102 SFD 7.000 6.500 $2,128.97 360 1-Dec-28 $319,737.70
4908012 YORBA LINDA CA 92886 SFD 7.500 6.500 $2,223.51 360 1-Nov-28 $317,526.50
4908051 FREMONT CA 94539 SFD 7.000 6.500 $1,955.99 360 1-Dec-28 $293,429.01
4908268 TAMPA FL 33624 SFD 7.625 6.500 $467.15 360 1-Dec-28 $65,952.23
4908419 SARATOGA CA 95070 SFD 7.625 6.500 $3,822.09 360 1-Dec-28 $539,609.16
4908700 ARCADIA CA 91007 SFD 7.000 6.500 $1,669.91 360 1-Dec-28 $250,794.26
4909128 LOS ANGELES CA 90048 SFD 7.125 6.500 $1,771.88 360 1-Dec-28 $262,789.68
4909500 IRVINE CA 92720 SFD 6.875 6.500 $1,806.23 360 1-Dec-28 $274,719.00
4909591 NEW YORK NY 10017 COP 8.000 6.500 $642.04 360 1-Nov-28 $87,382.20
4909623 LEAWOOD KS 66209 SFD 7.750 6.500 $1,862.68 360 1-Dec-28 $259,816.49
4909633 SAN JOSE CA 95130 SFD 7.125 6.500 $1,751.67 360 1-Nov-28 $259,582.93
4909698 ALAMO CA 94507 SFD 7.000 6.500 $1,896.12 360 1-Nov-28 $284,531.40
4909772 SAN MARINO CA 91108 SFD 7.125 6.500 $2,863.31 360 1-Nov-28 $424,244.64
4909896 SAN JOSE CA 95118 SFD 7.250 6.500 $1,674.75 360 1-Dec-28 $245,308.48
4910165 MILLBURN NJ 07041 SFD 7.875 6.500 $1,015.10 360 1-Nov-28 $139,806.67
4910274 GREENEHAVEN AZ 86040 SFD 7.500 6.500 $1,922.84 360 1-Nov-28 $274,590.54
4910476 LOS ANGELES CA 90045 SFD 7.625 6.500 $1,995.98 360 1-Dec-28 $281,795.90
4910511 HUNTINGTON BEACH CA 92646 SFD 7.375 6.500 $1,902.82 360 1-Dec-28 $275,290.36
4910827 PLANO TX 75093 SFD 7.875 6.500 $7,116.56 360 1-Nov-28 $980,144.64
4910915 KINGSTON MA 02364 SFD 7.250 6.500 $2,285.29 360 1-Dec-28 $334,738.67
4911059 BROOKEVILLE MD 20833 SFD 7.125 6.500 $1,911.21 360 1-Nov-28 $283,224.93
4911250 SEATTLE WA 98105 SFD 7.125 6.500 $2,425.39 360 1-Nov-28 $359,422.51
4911862 NEW YORK NY 10011 COP 7.625 6.500 $2,947.97 360 1-Jan-29 $416,500.00
4912057 MOUNTAINSIDE NJ 07092 SFD 7.250 6.500 $1,841.88 360 1-Dec-28 $269,789.37
4912082 OSSINING NY 10562 SFD 7.375 6.500 $2,511.30 360 1-Jan-29 $363,600.00
4912108 MUTTONTOWN NY 11791 SFD 7.000 6.500 $2,308.60 360 1-Nov-28 $346,429.48
4912282 SALT LAKE CITY UT 84108 SFD 7.375 6.500 $2,121.76 360 1-Nov-28 $306,731.04
4912451 WILMINGTON DE 19802 SFD 7.500 6.500 $562.87 360 1-Dec-28 $80,440.26
4912467 SAN JOSE CA 95117 SFD 7.875 6.500 $1,863.43 360 1-Dec-28 $256,823.13
4912883 MIAMI FL 33143 SFD 7.500 6.500 $1,743.15 360 1-Dec-28 $248,998.33
4913105 ANAHEIM CA 92807 SFD 7.250 6.500 $1,787.31 360 1-Dec-28 $261,795.61
4913320 OAK PARK IL 60302 SFD 7.125 6.500 $2,358.02 360 1-Dec-28 $349,720.11
4913321 JACKSONVILLE FL 32259 SFD 7.000 6.500 $1,760.40 360 1-Nov-28 $264,164.93
4913324 BOTHELL WA 98011 SFD 7.375 6.500 $2,020.23 360 1-Sep-28 $291,601.47
4913427 LOS ANGELES CA 90025 LCO 7.125 6.500 $1,802.20 360 1-Nov-28 $267,070.90
4913535 OYSTER BAY COVE NY 11771 SFD 7.250 6.500 $2,251.19 360 1-Oct-28 $329,223.00
4914145 SHERBORN MA 01770 SFD 7.000 6.500 $3,556.04 360 1-Dec-28 $534,061.88
4914188 FRAMINGHAM MA 01702 SFD 7.000 6.500 $1,995.91 360 1-Dec-28 $299,754.09
4914221 AURORA IL 60504 SFD 7.750 6.500 $1,779.57 360 1-Nov-28 $248,048.23
4914274 SAN JOSE CA 95135 SFD 7.750 6.500 $3,143.26 360 1-Dec-28 $438,440.33
4914689 UNION CITY CA 94587 SFD 7.125 6.500 $1,771.88 360 1-Nov-28 $262,578.12
4915001 MANHATTAN BEACH CA 90266 LCO 7.250 6.500 $3,001.58 360 1-Oct-28 $438,964.02
4915151 BERKELEY LAKE GA 30096 SFD 7.625 6.500 $2,186.38 360 1-Dec-28 $308,676.42
4915613 ARLINGTON WA 98223 SFD 7.500 6.500 $1,887.53 360 1-Dec-28 $269,749.66
4915622 JACKSON WY 83001 SFD 7.500 6.500 $1,922.84 360 1-Dec-28 $274,795.91
4915625 HUNTINGTON BEACH CA 92648 PUD 7.625 6.500 $2,356.96 360 1-Jan-29 $333,000.00
4915864 ROSWELL GA 30076 SFD 7.125 6.500 $2,191.61 360 1-Dec-28 $325,039.86
4915964 SALT LAKE CITY UT 84121 SFD 7.250 6.500 $1,091.49 360 1-Dec-28 $159,875.18
4915984 NEW CITY NY 10956 SFD 7.625 6.500 $778.57 360 1-Dec-28 $109,862.39
4916106 MANASSAS VA 21235 SFD 7.375 6.500 $2,417.37 360 1-Dec-28 $349,733.67
4916157 ALEXANDRIA VA 22312 SFD 7.875 6.500 $1,928.69 360 1-Dec-28 $265,816.94
4916459 SHERMAN CT 06784 SFD 7.500 6.500 $3,697.45 360 1-Dec-28 $528,407.55
4916486 PACIFICA CA 94044 SFD 7.125 6.500 $1,914.71 360 1-Nov-28 $283,744.11
4916495 IRVINE CA 92620 PUD 7.250 6.500 $2,237.54 360 1-Nov-28 $327,486.70
4916661 SAN JUAN CAPISTRANO CA 92675 SFD 7.125 6.500 $1,771.88 360 1-Nov-28 $262,578.12
4917275 NEWPORT BEACH CA 92663 SFD 7.125 6.500 $1,751.67 360 1-Nov-28 $259,582.93
4917313 OSTERVILLE MA 02655 SFD 7.000 6.500 $3,991.82 360 1-Dec-28 $599,508.18
4917404 HUNTINGTON BEACH CA 92648 SFD 7.250 6.500 $2,210.26 360 1-Nov-28 $323,492.95
4917446 BRENTWOOD TN 37027 SFD 7.000 6.500 $1,856.19 360 1-Dec-28 $278,771.31
4917474 POTOMAC MD 20854 SFD 7.500 6.500 $1,865.30 360 1-Dec-28 $266,572.01
4917558 LOS ANGELES CA 90210 SFD 7.125 6.500 $3,846.94 360 1-Nov-28 $570,084.03
4917636 FOSTER CITY CA 94404 SFD 6.875 6.500 $3,038.96 360 1-Nov-28 $461,820.49
4917680 IRVINE CA 92604 SFD 7.125 6.500 $2,108.59 300 1-Nov-23 $294,283.83
4917825 LOS ANGELES CA 91364 SFD 7.125 6.500 $2,038.00 360 1-Nov-28 $302,014.76
4917830 SANTA ROSA CA 95401 SFD 7.375 6.500 $2,534.78 360 1-Nov-28 $366,439.76
4917842 LOS ANGELES CA 90077 SFD 7.125 6.500 $2,775.73 360 1-Nov-28 $411,339.08
4917876 CARMEL IN 46032 SFD 7.375 6.500 $2,047.86 360 1-Dec-28 $296,274.38
4917963 EDMONDS WA 98020 SFD 7.500 6.500 $2,321.40 360 1-Dec-28 $331,753.60
4918108 THOUSAND OAKS CA 91362 SFD 7.125 6.500 $2,047.44 360 1-Nov-28 $303,412.48
4918142 SAN PEDRO AREA CA 90732 SFD 7.125 6.500 $1,684.30 360 1-Nov-28 $249,598.96
4918417 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.500 $2,411.50 360 1-Nov-28 $352,946.79
4918418 DUXBURY MA 02332 SFD 7.250 6.500 $2,011.74 360 1-Nov-28 $294,438.51
4918463 SIMI VALLEY CA 93065 PUD 7.250 6.500 $2,646.85 360 1-Nov-28 $387,392.81
4918596 BOXFORD MA 01921 SFD 6.875 6.500 $2,822.17 360 1-Dec-28 $429,239.08
4918750 NORTH HOLLYWOOD AREA CA 91607 SFD 7.250 6.500 $2,172.74 360 1-Nov-28 $318,001.57
4918762 WHITE HOUSE STATION NJ 08889 SFD 7.625 6.500 $920.14 360 1-Jan-29 $130,000.00
4918766 CHINO HILLS CA 91709 SFD 7.250 6.500 $1,916.92 360 1-Nov-28 $277,777.17
4919093 SANTA MONICA CA 90403 SFD 7.125 6.500 $2,010.38 360 1-Nov-28 $297,921.32
4919097 GLENDALE CA 91206 SFD 7.125 6.500 $1,920.10 360 1-Nov-28 $284,542.82
4919269 BEDFORD HILLS NY 10507 SFD 7.125 6.500 $3,705.45 360 1-Oct-28 $548,672.68
4919350 SAG HARBOR NY 11963 SFD 7.375 6.500 $1,554.02 360 1-Dec-28 $224,828.79
4919427 ANAHEIM CA 92808 SFD 7.250 6.500 $1,766.84 360 1-Dec-28 $258,797.95
4920510 FAYETTEVILLE AR 72703 SFD 7.000 6.500 $1,618.02 360 1-Nov-28 $242,800.12
4921207 RANCHO PALOS VERDE CA 90274 SFD 7.250 6.500 $2,077.23 360 1-Nov-28 $304,023.48
4921213 HUNTINGTON BEACH CA 92648 SFD 7.000 6.500 $1,857.53 360 1-Nov-28 $278,740.94
4921243 WESTLAKE VILLAGE AREA CA 91361 SFD 7.250 6.500 $2,073.82 360 1-Nov-28 $303,524.25
4921252 THOUSAND OAKS CA 91362 SFD 7.250 6.500 $2,108.61 360 1-Nov-28 $308,616.28
4921414 EL CAJON CA 92019 SFD 7.750 6.500 $1,740.88 360 1-Nov-28 $242,655.89
4921529 NASHVILLE TN 37215 SFD 7.625 6.500 $7,028.40 360 1-Jan-29 $993,000.00
4921887 PACIFICA CA 94044 SFD 7.250 6.500 $1,820.73 360 1-Nov-28 $266,482.33
4921892 LOS ANGELES CA 91324 SFD 7.250 6.500 $1,773.66 360 1-Nov-28 $259,593.13
4921913 REDONDO BEACH CA 90278 SFD 7.250 6.500 $2,124.30 360 1-Nov-28 $310,912.69
4922001 EL SEGUNDO CA 90245 SFD 7.125 6.500 $1,704.51 360 1-Nov-28 $252,594.16
4922022 FULLERTON CA 92835 SFD 7.250 6.500 $1,841.88 360 1-Nov-28 $269,577.47
4922024 WEST HILLS CA 91304 SFD 7.250 6.500 $1,773.66 360 1-Nov-28 $259,593.13
4922035 SAN DIMAS CA 91773 SFD 7.250 6.500 $1,760.02 360 1-Nov-28 $257,596.24
4922037 TEMECULA CA 92590 SFD 7.250 6.500 $1,705.45 360 1-Nov-28 $249,608.76
4922041 SOUTH RIDING VA 20152 SFD 6.875 6.500 $1,970.79 360 1-Dec-28 $299,747.96
4922074 SAN JOSE CA 95134 SFD 7.250 6.500 $1,903.28 360 1-Nov-28 $278,563.38
4922079 LONG BEACH CA 90803 SFD 7.250 6.500 $2,039.71 360 1-Nov-28 $298,532.09
4922095 LAGUNA HILLS CA 92653 SFD 7.250 6.500 $1,659.74 360 1-Nov-28 $242,919.25
4922097 YORBA LINDA CA 92887 SFD 7.250 6.500 $1,691.80 360 1-Nov-28 $247,611.90
4922106 ATLANTA GA 30324 SFD 6.875 6.500 $2,135.02 360 1-Nov-28 $324,452.34
4922109 LOS ANGELES CA 90056 SFD 7.250 6.500 $2,933.36 360 1-Nov-28 $429,327.08
4922127 RANCHO PALOS VERDE CA 90275 SFD 7.875 6.500 $2,882.16 360 1-Nov-28 $396,951.08
4922135 CHINO HILLS CA 91709 SFD 7.125 6.500 $1,832.52 360 1-Nov-28 $271,563.67
4922139 RANCHO PALOS VERDES CA 90275 SFD 7.125 6.500 $1,852.73 360 1-Nov-28 $274,558.87
4922147 GRANITE BAY CA 95746 SFD 7.125 6.500 $2,950.89 360 1-Nov-28 $435,748.29
4922194 LOS ANGELES CA 90066 SFD 7.250 6.500 $1,869.17 360 1-Nov-28 $273,571.21
4922195 SAN JOSE CA 95117 SFD 7.250 6.500 $1,722.50 360 1-Nov-28 $252,104.86
4922201 IRVINE CA 92606 SFD 7.125 6.500 $2,854.89 360 1-Nov-28 $423,070.24
4922203 TIBURON CA 94920 SFD 7.125 6.500 $2,213.17 360 1-Nov-28 $327,973.04
4922211 LONG BEACH CA 90807 SFD 7.250 6.500 $2,708.24 360 1-Nov-28 $396,378.74
4922214 HERMOSA BEACH CA 90254 LCO 7.250 6.500 $2,049.94 360 1-Nov-28 $299,858.93
4922653 MILPITAS CA 95035 LCO 6.875 6.500 $1,679.12 360 1-Dec-28 $255,385.26
4922686 CALABASAS CA 91302 SFD 7.000 6.500 $2,993.87 360 1-Nov-28 $449,260.11
4922693 YARDLEY PA 19067 SFD 7.875 6.500 $1,972.19 360 1-Nov-28 $271,624.39
4922707 TRABUCO CANYON CA 92679 SFD 7.875 6.500 $2,581.25 360 1-Nov-28 $355,508.39
4922715 SANTA MONICA CA 90405 SFD 7.250 6.500 $2,240.95 360 1-Nov-28 $327,985.93
4923565 SARATOGA CA 95070 SFD 7.875 6.500 $2,675.51 360 1-Jan-29 $369,000.00
4923625 JACKSONVILLE FL 32277 SFD 7.250 6.500 $2,019.92 360 1-Dec-28 $295,869.02
4923759 MISSION VIEJO CA 92692 SFD 7.375 6.500 $1,810.96 360 1-Nov-28 $261,799.73
4923766 NEWTONVILLE MA 02160 SFD 7.875 6.500 $1,984.88 360 1-Dec-28 $273,561.60
4923883 HOUSTON TX 77024 SFD 6.875 6.500 $1,609.48 360 1-Nov-28 $244,587.15
4923908 WOODSIDE NY 11377 MF2 7.750 6.500 $2,643.57 360 1-Jan-29 $369,000.00
4924043 FORT WASHINGTON MD 20744 SFD 8.000 6.500 $2,311.36 360 1-Dec-28 $314,788.64
4924100 NORTHRIDGE CA 91325 SFD 7.000 6.500 $1,796.32 360 1-Nov-28 $269,556.07
4924103 SAN DIEGO CA 92130 SFD 7.875 6.500 $2,787.17 360 1-Nov-28 $383,869.17
4924117 GRANADA HILLS CA 91344 SFD 7.125 6.500 $1,876.98 360 1-Nov-28 $278,153.09
4924126 LOS ANGELES CA 90035 SFD 6.875 6.500 $1,734.30 360 1-Dec-28 $263,778.20
4924214 GREEN VILLAGE NJ 07935 SFD 8.125 6.500 $2,338.87 360 1-Dec-28 $314,793.94
4924378 DEERFIELD BEACH FL 33441 SFD 7.625 6.500 $637.02 360 1-Dec-28 $89,934.86
4924501 SAN DIMAS CA 91773 SFD 7.375 6.500 $2,113.47 360 1-Dec-28 $305,767.15
4924509 LA PALMA CA 90623 SFD 7.000 6.500 $1,663.59 360 1-Nov-28 $249,638.88
4924514 REDONDO BEACH CA 90278 SFD 7.250 6.500 $1,705.45 360 1-Nov-28 $249,608.75
4924880 STATEN ISLAND NY 10301 SFD 7.750 6.500 $4,002.13 240 1-Jan-19 $487,500.00
4924890 LA CANADA FLINTRIDGE CA 91011 SFD 7.125 6.500 $2,853.20 360 1-Nov-28 $422,820.66
4925070 CASTRO VALLEY CA 94552 SFD 7.125 6.500 $1,839.26 360 1-Nov-28 $272,562.06
4925074 LAGUNA NIGUEL CA 92677 SFD 7.000 6.500 $1,703.18 360 1-Dec-28 $255,790.15
4925240 GREAT FALLS VA 22066 SFD 7.500 6.500 $3,943.57 360 1-Dec-28 $563,481.43
4925270 FORT WORTH TX 76109 SFD 7.375 6.500 $3,601.87 360 1-Nov-28 $519,898.04
4925460 WAYNE NJ 07470 SFD 7.375 6.500 $3,936.37 240 1-Nov-18 $491,485.17
4925774 WINDERMERE FL 34786 SFD 7.625 6.500 $2,791.54 360 1-Dec-28 $394,114.55
4925806 SUWANEE GA 30024 SFD 7.250 6.500 $2,329.63 360 1-Dec-28 $341,233.60
4925826 CYPRESS CA 90630 SFD 7.250 6.500 $2,217.08 360 1-Nov-28 $324,491.39
4925830 ARROYO GRANDE CA 93420 SFD 7.000 6.500 $2,429.02 360 1-Nov-28 $363,426.24
4925836 SAN DIEGO CA 92128 SFD 7.250 6.500 $1,760.02 360 1-Dec-28 $257,750.00
4925847 NORTHRIDGE CA 91326 SFD 7.000 6.500 $1,759.73 360 1-Dec-28 $264,283.19
4926253 HERMITAGE PA 16148 SFD 7.750 6.500 $2,235.21 360 1-Jan-29 $312,000.00
4926824 NAPLES FL 34102 SFD 7.250 6.500 $2,046.53 360 1-Dec-28 $299,765.97
4927181 LOS ANGELES CA 90069 SFD 7.750 6.500 $2,364.17 360 1-Nov-28 $329,532.66
4927204 LOS ANGELES CA 91326 SFD 7.625 6.500 $2,095.78 360 1-Nov-28 $295,670.01
4927207 SILVERTHORNE CO 80498 SFD 7.125 6.500 $2,457.06 360 1-Dec-28 $364,408.35
4927350 RIDGEFIELD CT 06877 SFD 7.875 6.500 $1,914.19 360 1-Jan-29 $264,000.00
4927389 ORANGE CA 92869 SFD 7.875 6.500 $1,969.29 360 1-Dec-28 $271,413.09
4928134 SAN DIEGO CA 92107 SFD 7.000 6.500 $1,769.71 360 1-Dec-28 $265,781.96
4928136 AGOURA HILLS CA 91301 SFD 7.250 6.500 $2,053.36 360 1-Nov-28 $300,291.94
4928189 BOCA RATON FL 33496 SFD 7.375 6.500 $2,613.34 360 1-Dec-28 $378,087.09
4928273 LA MESA CA 91941 SFD 7.625 6.500 $2,576.37 360 1-Jan-29 $364,000.00
4928528 WESTON FL 33326 SFD 7.250 6.500 $1,869.17 360 1-Dec-28 $273,786.25
4928598 ANNAPOLIS MD 21401 SFD 7.000 6.500 $1,946.01 360 1-Dec-28 $292,260.24
4928908 WASHINGTON CT 06793 SFD 7.250 6.500 $2,026.06 360 1-Dec-28 $296,768.32
4928949 WESTPORT CT 06880 SFD 7.000 6.500 $4,324.47 360 1-Dec-28 $649,467.20
4928971 LAGUNA BEACH CA 92651 LCO 7.125 6.500 $1,697.78 360 1-Dec-28 $251,798.47
4928977 TACOMA WA 98422 SFD 7.250 6.500 $1,855.52 360 1-Dec-28 $271,787.81
4929134 AMITYVILLE NY 11701 SFD 7.125 6.500 $505.29 360 1-Jan-29 $75,000.00
4929265 CORONA NY 11368 MF2 8.000 6.500 $2,350.99 360 1-Jan-29 $320,400.00
4929779 SOUTHBOROUGH MA 01772 SFD 7.375 6.500 $2,458.81 360 1-Jan-29 $356,000.00
4929981 MORGAN HILL CA 95037 SFD 7.500 6.500 $2,370.34 360 1-Jan-29 $339,000.00
4929997 CALABASAS AREA CA 91302 SFD 7.000 6.500 $4,324.47 360 1-Dec-28 $649,467.20
4930025 LOS ANGELES PLAYA DE CA 90293 SFD 7.375 6.500 $3,177.11 360 1-Dec-28 $459,649.97
4930149 SUWANEE GA 30024 SFD 7.625 6.500 $2,356.25 360 1-Dec-28 $332,659.05
4930287 FULLERTON CA 92633 SFD 7.875 6.500 $2,157.81 360 1-Jan-29 $297,600.00
4930414 SALEM OR 97302 SFD 6.625 6.358 $1,075.73 360 1-Jan-29 $168,000.00
4930545 SAN JOSE CA 95112 SFD 7.625 6.500 $2,158.78 360 1-Jan-29 $305,000.00
4930759 MIAMI FL 33133 SFD 7.375 6.500 $2,320.67 360 1-Jan-29 $336,000.00
4930765 BETHESDA MD 20816 LCO 7.500 6.500 $1,952.21 360 1-Jan-29 $279,200.00
4931148 ANNAPOLIS MD 21403 SFD 6.500 6.233 $1,991.02 360 1-Jan-29 $315,000.00
4931219 DEARBORN MI 48124 SFD 7.875 6.500 $1,835.88 360 1-Dec-28 $253,025.75
4931349 ACTON CA 93510 SFD 7.250 6.500 $1,957.85 360 1-Dec-28 $286,776.11
4931391 FREMONT CA 94539 SFD 7.000 6.500 $3,326.51 360 1-Nov-28 $499,177.92
4931403 SARATOGA CA 95070 SFD 7.125 6.500 $3,368.59 360 1-Nov-28 $499,197.95
4931918 GILROY CA 95020 SFD 7.375 6.500 $2,149.73 360 1-Jan-29 $311,250.00
4932125 SIMI VALLEY CA 93065 SFD 7.750 6.500 $1,971.57 360 1-Oct-28 $274,613.52
4932367 LIVERMORE CA 94550 SFD 7.750 6.500 $2,063.27 360 1-Jan-29 $288,000.00
4932601 ROSLYN HEIGHTS NY 11577 SFD 7.500 6.500 $2,936.71 360 1-Jan-29 $420,000.00
4932993 MOUNTAIN VIEW CA 94040 SFD 7.375 6.500 $2,935.37 360 1-Jan-29 $425,000.00
4933745 CARMICHAEL CA 95608 SFD 7.000 6.500 $1,962.64 360 1-Dec-28 $294,758.19
4933821 PRINCETON NJ 08540 SFD 7.250 6.500 $1,904.64 360 1-Nov-28 $278,763.07
4934493 SARATOGA CA 95070 SFD 7.625 6.500 $6,370.15 360 1-Jan-29 $900,000.00
4934756 HOLLYWOOD FL 33312 SFD 7.625 6.500 $2,477.28 360 1-Jan-29 $350,000.00
4934779 PLANTATION FL 33324 SFD 7.125 6.500 $1,886.42 360 1-Jan-29 $280,000.00
4935411 VALDOSTA GA 31602 SFD 7.125 6.500 $1,704.51 360 1-Jan-29 $253,000.00
4935631 WELLESLEY MA 02181 SFD 6.750 6.483 $2,205.24 360 1-Jan-29 $340,000.00
4936265 GUILFORD CT 06437 SFD 7.375 6.500 $2,745.44 360 1-Jan-29 $397,500.00
4936304 RICHMOND CA 94801 SFD 7.000 6.500 $2,095.71 360 1-Jan-29 $315,000.00
4936315 LIVERMORE CA 94550 SFD 6.750 6.483 $2,010.66 360 1-Jan-29 $310,000.00
4936574 MIDDLETON MA 01949 SFD 6.500 6.233 $2,433.15 360 1-Nov-28 $384,252.11
4936585 HUNTSVILLE AL 35803 SFD 6.875 6.500 $1,579.62 360 1-Oct-28 $239,846.50
4936707 HOLLIES NY 11423 SFD 7.625 6.500 $2,012.97 360 1-Nov-28 $283,987.01
4936722 ELBERT CO 80106 SFD 6.500 6.233 $1,883.56 360 1-Oct-28 $297,187.43
4936731 CLARENDON HILLS IL 60514 SFD 7.250 6.500 $2,182.97 360 1-Nov-28 $319,499.22
4936745 LANCASTER PA 17601 SFD 7.250 6.500 $1,896.46 360 1-Oct-28 $277,237.68
4937065 HARROD OH 45850 SFD 7.375 6.500 $1,864.83 360 1-Nov-28 $269,587.83
4937133 TEMPLE TX 76502 SFD 7.250 6.500 $1,695.21 360 1-Oct-28 $247,914.91
4937170 HARAHAN LA 70123 SFD 8.625 6.500 $2,302.26 360 1-Nov-28 $295,649.23
4937202 TEMECULA CA 92591 SFD 7.625 6.500 $1,850.18 360 1-Dec-28 $261,210.80
4937220 BENNINGTON NE 68007 SFD 7.625 6.500 $3,397.41 360 1-Nov-28 $479,302.97
4937240 ANAHEIM CA 92808 PUD 7.625 6.500 $2,250.79 360 1-Dec-28 $317,769.84
4937261 AGOURA AREA CA 91301 SFD 7.750 6.500 $2,428.64 360 1-Dec-28 $338,760.73
4937333 MILLSTONE TOWNSHIP NJ 07728 SFD 7.625 6.500 $2,279.10 360 1-Dec-28 $321,766.95
4937513 SAINT LOUIS MO 63017 SFD 6.625 6.358 $2,356.35 360 1-Jan-29 $368,000.00
4937602 BROWNSVILLE TX 78520 SFD 6.875 6.500 $2,056.19 360 1-Jan-29 $313,000.00
4937662 PRAIRIEVILLE LA 70769 SFD 6.875 6.500 $1,839.41 360 1-Oct-28 $279,290.22
4937715 EDMOND OK 73034 SFD 7.875 6.500 $2,882.16 360 1-Nov-28 $396,951.07
4937814 WINCHESTER MA 01890 SFD 7.000 6.500 $2,102.36 360 1-Nov-28 $315,480.44
4937903 GRAFTON WI 53024 SFD 7.125 6.500 $2,145.79 360 1-Oct-28 $317,731.37
4937912 CUMMING GA 30040 SFD 6.875 6.500 $1,970.79 360 1-Nov-28 $299,494.48
4937922 SAN CLEMENTE CA 92673 SFD 7.625 6.500 $2,123.38 360 1-Oct-28 $299,344.47
4938174 CAMBRIDGE MA 02138 SFD 7.125 6.500 $4,264.64 360 1-Oct-28 $631,472.36
4938483 ENCINITAS CA 92024 SFD 7.625 6.500 $1,992.44 360 1-Mar-28 $279,403.33
4938543 ENCINITAS CA 92024 SFD 7.625 6.500 $1,896.89 360 1-Sep-28 $267,216.68
4938761 OWINGS MILLS MD 21117 SFD 7.000 6.500 $2,661.22 360 1-Oct-28 $399,010.61
4938779 SAN BRUNO CA 94066 SFD 7.625 6.500 $1,925.20 360 1-Nov-28 $271,605.02
4939111 KERNERSVILLE NC 27284 SFD 6.750 6.483 $1,880.94 360 1-Nov-28 $289,499.22
4939209 ARLINGTON VA 22205 SFD 7.625 6.500 $1,953.51 360 1-Oct-28 $275,396.90
4939254 MISSION VIEJO CA 92691 PUD 7.625 6.500 $2,165.85 360 1-Dec-28 $305,778.53
4939264 VALENCIA CA 91354 SFD 7.625 6.500 $2,548.06 360 1-Dec-28 $359,739.44
4939281 CARLSBAD CA 92009 SFD 7.625 6.500 $2,158.77 360 1-Oct-28 $304,333.54
4939312 MISSION VIEJO CA 92692 SFD 7.750 6.500 $2,095.51 360 1-Dec-28 $292,293.56
4939540 IRVINE CA 92614 PUD 7.625 6.500 $2,300.33 360 1-Dec-28 $324,764.77
4940122 SAN RAFAEL CA 94901 SFD 7.625 6.500 $5,046.57 360 1-Jan-29 $713,000.00
4940174 LOS ANGELES CA 90068 SFD 7.625 6.500 $2,272.73 360 1-Dec-28 $320,867.60
4940181 SANTA MONICA CA 90405 SFD 7.625 6.500 $2,109.23 360 1-Jan-29 $298,000.00
4940282 NEWPORT BEACH CA 92663 PUD 7.625 6.500 $1,875.66 360 1-Dec-28 $264,808.20
4940749 HUNTINGTON BEACH CA 92649 SFD 7.625 6.500 $2,746.24 360 1-Dec-28 $387,719.18
4941173 PASADENA CA 91105 SFD 7.000 6.500 $2,661.21 360 1-Jan-29 $400,000.00
4942169 SAN CARLOS CA 94070 SFD 7.250 6.500 $2,870.60 360 1-Jan-29 $420,800.00
4942669 CAMARILLO CA 93010 SFD 7.750 6.500 $2,041.78 360 1-Dec-28 $284,798.85
4943011 LOS ALTOS CA 94024 SFD 7.125 6.500 $2,964.37 360 1-Jan-29 $440,000.00
4943134 TUCSON AZ 85718 SFD 6.750 6.483 $1,906.88 360 1-Jan-29 $294,000.00
4943487 PLEASANTON CA 94566 SFD 7.250 6.500 $2,258.01 360 1-Jan-29 $331,000.00
4944441 MISSION HILLS KS 66208 SFD 7.125 6.500 $2,500.84 360 1-Jan-29 $371,200.00
4944808 CAMPBELL CA 95008 SFD 7.375 6.500 $1,885.55 360 1-Jan-29 $273,000.00
4945433 CONCORD CA 94521 SFD 7.500 6.500 $2,192.74 360 1-Jan-29 $313,600.00
4946061 MILL VALLEY CA 94941 LCO 7.125 6.500 $1,744.94 360 1-Jan-29 $259,000.00
4946378 BLOOMINGDALE IL 60440 SFD 7.125 6.500 $1,977.37 360 1-Jan-29 $293,500.00
4946789 ALEXANDRIA VA 22301 SFD 7.125 6.500 $2,058.89 360 1-Jan-29 $305,600.00
4947705 COLD SPRING NY 10516 SFD 7.000 6.500 $1,942.69 360 1-Jan-29 $292,000.00
4948289 SAN JOSE CA 95134 SFD 7.375 6.500 $2,265.42 360 1-Jan-29 $328,000.00
4948922 AUSTIN TX 78746 SFD 7.000 6.500 $2,470.94 360 1-Jan-29 $371,400.00
4951828 SAN CLEMENTE CA 92673 SFD 7.000 6.500 $2,363.15 360 1-Jan-29 $355,200.00
6413435 MINNETONKA MN 55305 SFD 6.750 6.483 $2,319.26 360 1-Nov-28 $356,962.53
6496839 OMAHA NE 68124 SFD 7.125 6.500 $5,255.00 360 1-Dec-28 $779,376.25
6513442 FORT COLLINS CO 80525 PUD 6.750 6.483 $2,303.82 360 1-Nov-28 $354,586.64
6514127 PARADISE VALLEY AZ 85253 SFD 7.250 6.500 $3,744.12 360 1-Nov-28 $547,991.11
6553877 CHARLOTTE NC 28207 SFD 6.625 6.358 $4,097.99 360 1-Oct-28 $637,693.34
6582535 OMAHA NE 68130 SFD 7.000 6.500 $2,860.80 360 1-Nov-28 $429,293.01
6602714 PAYSON AZ 85541 SFD 7.500 6.500 $1,966.54 360 1-Dec-28 $281,041.27
6700469 CANTON MA 02021 SFD 6.875 6.500 $2,791.95 360 1-Nov-28 $424,283.85
6703418 MEDINA MN 55369 SFD 7.000 6.500 $2,122.65 360 1-Nov-28 $318,525.42
6727015 UPLAND CA 91786 SFD 6.625 6.358 $2,458.79 360 1-Dec-28 $383,661.21
6783376 COLLEYVILLE TX 76034 SFD 7.125 6.500 $1,681.60 360 1-Nov-28 $249,199.61
6809791 LINDON UT 84042 SFD 7.250 6.500 $2,182.96 360 1-Nov-28 $318,493.19
6812150 PHOENIX AZ 85045 PUD 6.875 6.500 $1,666.69 360 1-Dec-28 $253,496.86
6812803 ANDOVER MA 01810 SFD 6.750 6.483 $3,108.08 360 1-Nov-28 $478,372.52
6813436 DAVIDSON NC 28036 SFD 7.125 6.500 $1,788.72 360 1-Dec-28 $265,287.69
6816531 CHANDLER AZ 85225 SFD 7.250 6.500 $1,942.50 360 1-Dec-28 $284,527.86
6816996 RIVERVALE NJ 07675 SFD 7.250 6.500 $2,728.71 360 1-Oct-28 $399,058.20
6831348 JAMISON PA 18929 SFD 7.000 6.500 $2,058.50 360 1-Nov-28 $308,899.28
6835757 HADDONFIELD NJ 08033 SFD 7.250 6.500 $2,182.96 360 1-Dec-28 $319,750.37
6838561 LANDENBERG PA 19350 SFD 6.750 6.483 $1,686.36 360 1-Nov-28 $259,551.02
6839966 SHOREWOOD MN 55331 SFD 6.875 6.500 $1,905.09 360 1-Nov-28 $289,511.34
6841169 EDEN PRAIRIE MN 55347 SFD 6.625 6.358 $1,640.22 360 1-Nov-28 $255,706.75
6844812 BERTHOUD CO 80513 PUD 6.875 6.500 $1,890.90 360 1-Nov-28 $286,912.46
6847041 DOYLESTOWN PA 18901 SFD 7.375 6.500 $1,768.13 360 1-Nov-28 $255,609.21
6876634 VIEWTOWN VA 22746 SFD 7.375 6.500 $2,691.56 360 1-Nov-28 $389,105.12
6888520 BENICIA CA 94510 SFD 6.875 6.500 $1,798.91 360 1-Dec-28 $273,605.94
6888659 ATLANTA GA 30319 SFD 7.000 6.500 $1,663.26 360 1-Dec-28 $249,795.07
6889843 MUKILTEO WA 98275 PUD 7.375 6.500 $1,929.75 360 1-Dec-28 $279,187.40
6892179 NEWPORT COAST CA 92647 PUD 6.875 6.500 $3,689.97 360 1-Dec-28 $561,228.10
6893347 RINGWOOD NJ 07456 SFD 7.500 6.500 $1,852.92 360 1-Nov-28 $264,605.43
6898302 ESCONDIDO CA 92027 SFD 7.500 6.500 $2,032.62 360 1-Nov-28 $290,104.05
6904407 LAS VEGAS NV 89117 SFD 7.250 6.500 $2,128.73 360 1-Nov-28 $311,561.67
6908058 CAMARILLO CA 93010 SFD 7.000 6.500 $2,003.23 360 1-Nov-28 $300,604.94
6914766 ARCADIA CA 91006 SFD 7.000 6.500 $2,914.02 360 1-Nov-28 $437,279.87
6917645 SAN MARCOS CA 92069 SFD 7.375 6.500 $2,169.41 360 1-Dec-28 $313,861.00
6919322 MILLERSVILLE MD 21108 SFD 7.250 6.500 $2,120.89 360 1-Nov-28 $310,413.46
6919733 WALNUT CREEK CA 94596 SFD 7.250 6.500 $3,056.15 360 1-Nov-28 $447,298.93
6919873 EL PASO TX 79912 SFD 7.750 6.500 $1,773.12 360 1-Nov-28 $247,149.51
6920720 MONTGOMERY TWP NJ 08558 SFD 7.625 6.500 $2,512.67 360 1-Dec-28 $354,743.06
6927698 CLARKSVILLE MD 21029 SFD 7.250 6.500 $1,945.91 360 1-Nov-28 $284,803.61
6930091 SANTA CLARA CA 95051 SFD 6.875 6.500 $1,609.48 360 1-Nov-28 $244,587.16
6931106 CHINO HILLS CA 91709 SFD 7.375 6.500 $2,065.12 360 1-Nov-28 $298,180.59
6933756 MITCHELLVILLE MD 20721 PUD 7.375 6.500 $1,871.38 360 1-Dec-28 $270,675.87
6936730 WESTBORO MA 01581 SFD 7.500 6.500 $2,949.29 360 1-Oct-28 $420,854.99
6942373 SAN DIEGO CA 92128 PUD 7.375 6.500 $2,529.94 360 1-Nov-28 $365,245.98
6949910 HERNDON VA 20171 SFD 6.750 6.483 $1,956.50 360 1-Dec-28 $301,390.28
6955764 CAMARILLO CA 93010 SFD 6.875 6.500 $1,785.86 360 1-Dec-28 $271,621.61
6957588 MORGAN HILL CA 95037 PUD 7.000 6.500 $3,388.59 360 1-Dec-28 $508,913.51
6959348 CARLSBAD CA 92009 SFD 6.750 6.483 $2,107.94 360 1-Nov-28 $324,438.80
6963809 RUMSON NJ 07760 SFD 7.250 6.500 $1,964.67 360 1-Nov-28 $287,549.30
6964925 CHESTER NJ 07930 SFD 7.250 6.500 $3,404.06 360 1-Nov-28 $498,219.11
6965136 SAN LEANDRO CA 94579 SFD 7.000 6.500 $1,743.76 360 1-Nov-28 $261,569.06
6972309 SOUTH RIDING VA 20152 SFD 6.875 6.500 $1,938.93 360 1-Dec-28 $294,902.03
6972344 SANTA CLARITA CA 91351 SFD 7.625 6.500 $3,111.11 360 1-Dec-28 $439,231.86
6980036 LAKEWOOD CO 80228 SFD 7.125 6.500 $1,751.67 360 1-Aug-28 $258,947.98
6982897 TUSTIN CA 92782 SFD 6.500 6.233 $2,078.81 360 1-Nov-28 $328,293.75
6987792 CHINO HILLS CA 91709 SFD 7.750 6.500 $1,764.52 360 1-Nov-28 $245,951.21
6989082 EDEN PRAIRIE MN 55344 SFD 7.875 6.500 $1,741.25 360 1-Nov-28 $239,818.38
7000479 CARLSBAD CA 92009 PUD 7.250 6.500 $2,422.91 360 1-Nov-28 $354,618.19
7034825 ABERDEEN MD 21001 SFD 7.000 6.500 $1,902.43 360 1-Nov-28 $285,479.85
7041899 CARLSBAD CA 92009 LCO 6.875 6.500 $1,604.55 360 1-Nov-28 $243,838.42
7056431 JOHNSTON IA 50131 SFD 7.125 6.500 $3,233.85 360 1-Aug-28 $474,596.61
7062205 SCOTTSDALE AZ 85262 SFD 7.375 6.500 $2,843.51 360 1-Nov-28 $411,071.53
7076416 ALISO VIEJO CA 92656 SFD 7.125 6.500 $2,694.87 360 1-Nov-28 $399,358.36
7083188 DEEPHAVEN MN 55331 SFD 7.250 6.500 $5,900.82 360 1-Oct-28 $862,963.41
7096632 MORGAN HILL CA 95037 SFD 6.625 6.358 $2,200.11 360 1-Dec-28 $343,296.85
7113564 GILROY CA 95020 SFD 6.750 6.483 $1,994.34 360 1-Nov-28 $306,953.03
7116118 ENGLEWOOD CO 80110 SFD 7.125 6.500 $6,602.44 360 1-Sep-28 $976,837.22
7117134 SAN MARINO CA 91108 SFD 7.250 6.500 $6,548.89 360 1-Nov-28 $958,497.70
7117922 ALBUQUERQUE NM 87111 SFD 7.500 6.500 $1,912.35 360 1-Oct-28 $272,887.27
7118340 FRISCO CO 80443 SFD 7.500 6.500 $2,882.86 360 1-Dec-28 $411,994.02
7119665 GIG HARBOR WA 98329 SFD 7.250 6.500 $1,846.65 360 1-Sep-28 $269,383.86
7119989 UNION CITY CA 94587 SFD 7.375 6.500 $1,885.54 360 1-Nov-28 $272,583.27
7121842 SAN JOSE CA 95123 SFD 7.250 6.500 $2,742.69 360 1-Nov-28 $401,420.83
7128634 SEA ISLE CITY NJ 08243 LCO 7.250 6.500 $2,302.35 360 1-Oct-28 $336,401.30
7135645 MAPLE GROVE MN 55369 SFD 6.875 6.500 $2,530.49 360 1-Dec-28 $384,876.39
7150609 LAGUNA NIGUEL CA 92677 SFD 6.500 6.233 $2,958.71 360 1-Dec-28 $467,676.83
7166612 LONE TREE CO 80124 PUD 6.750 6.483 $1,945.79 360 1-Sep-28 $298,945.32
7175670 SUNNYVALE CA 94086 SFD 7.250 6.500 $2,837.85 360 1-Dec-28 $415,675.48
7179779 REDMOND WA 98053 PUD 7.250 6.500 $2,902.92 360 1-Nov-28 $424,872.07
7180251 LIBERTY UT 84310 SFD 7.500 6.500 $1,887.88 360 1-Sep-28 $269,183.22
7184844 CHELAN WA 98816 SFD 7.250 6.500 $1,875.98 360 1-Dec-28 $274,785.48
7200498 ATLANTA GA 30306 SFD 6.875 6.500 $1,839.40 360 1-Nov-28 $279,528.19
7202678 SAN DIEGO CA 92129 SFD 7.500 6.500 $2,081.56 360 1-Dec-28 $297,409.07
7203897 VOORHEES NJ 08043 SFD 7.125 6.500 $1,852.73 360 1-Oct-28 $273,932.75
7212316 BRECKENRIDGE CO 80424 LCO 7.250 6.500 $1,915.28 360 1-Nov-28 $280,320.64
7213515 TACOMA WA 98407 SFD 7.250 6.500 $1,991.95 360 1-Nov-28 $291,543.06
7213902 OLYMPIA WA 98502 SFD 6.750 6.483 $1,767.43 360 1-Dec-28 $272,265.38
7221667 MORRIS TOWNSHIP NJ 07960 SFD 7.250 6.500 $1,893.72 360 1-Dec-28 $277,383.45
7224402 CARY NC 27513 SFD 6.750 6.483 $2,237.66 360 1-Oct-28 $344,103.87
7224445 FAIR HAVEN NJ 07704 SFD 7.375 6.500 $2,762.70 360 1-Dec-28 $399,695.63
7225271 GREAT FALLS VA 22066 PUD 7.375 6.500 $2,373.16 360 1-Dec-28 $343,338.55
7226543 EASTON MA 02356 SFD 7.375 6.500 $1,989.14 360 1-Dec-28 $287,780.86
7227037 BARRINGTON IL 60010 SFD 7.000 6.500 $4,045.04 360 1-Oct-28 $606,496.15
7228119 BEAVER CREEK CO 81620 LCO 7.000 6.500 $6,653.03 360 1-Nov-28 $998,355.82
7229102 FLOWERY BRANCH GA 30542 SFD 7.250 6.500 $2,028.79 360 1-Nov-28 $296,934.60
7231502 PHOENIX AZ 85023 SFD 7.500 6.500 $1,817.96 360 1-Dec-28 $259,807.04
7231795 HUNTINGTON BEACH CA 92648 PUD 7.375 6.500 $3,018.25 360 1-Dec-28 $436,667.48
7231812 PALATINE IL 60067 SFD 7.250 6.500 $2,032.89 360 1-Dec-28 $297,333.35
7235922 EAGAN MN 55121 SFD 7.000 6.500 $2,494.88 360 1-Oct-28 $374,072.47
7237106 RIVERSWOOD IL 60015 SFD 7.000 6.500 $1,995.91 360 1-Nov-28 $299,506.75
7239581 RENO NV 89511 PUD 7.125 6.500 $3,368.59 360 1-Nov-28 $499,197.95
7239821 MIDDLEBURG VA 20117 SFD 7.500 6.500 $1,873.89 360 1-Dec-28 $267,801.11
7239867 ROSWELL GA 30075 SFD 7.000 6.500 $1,641.63 360 1-Nov-28 $246,344.31
7239891 MEDFIELD MA 02052 SFD 7.250 6.500 $1,691.80 360 1-Nov-28 $247,611.89
7242140 WASHINGTON DC 20015 PUD 7.250 6.500 $2,483.12 360 1-Nov-28 $363,430.38
7249074 LINO LAKES MN 55014 SFD 7.000 6.500 $1,695.19 360 1-Nov-28 $254,381.06
7249426 BOULDER CO 80302 SFD 6.875 6.500 $2,016.77 360 1-Nov-28 $306,223.29
7251238 WHEATRIDGE CO 80033 SFD 7.000 6.500 $2,500.87 360 1-Nov-28 $375,281.96
7257425 COCKEYSVILLE MD 21030 SFD 7.125 6.500 $3,233.85 360 1-Nov-28 $479,230.02
7258528 GREEN BAY WI 54311 SFD 7.250 6.500 $3,342.66 360 1-Nov-28 $489,233.21
7258568 DE PERE WI 54115 SFD 7.375 6.500 $3,453.38 360 1-Nov-28 $499,236.74
7258596 POTOMAC MD 20854 SFD 7.125 6.500 $1,933.57 360 1-Nov-28 $286,166.25
7258635 ECLECTIC AL 36024 SFD 7.000 6.500 $5,322.42 360 1-Nov-28 $798,684.67
7261995 DANVILLE CA 94526 SFD 6.875 6.500 $1,609.48 360 1-Nov-28 $244,587.16
7264318 DELRAY BEACH FL 33483 PUD 7.500 6.500 $2,097.64 360 1-Dec-28 $299,777.36
7267861 MENLO PARK CA 94025 SFD 7.000 6.500 $2,195.50 360 1-Nov-28 $329,457.42
7270035 PHOENIX AZ 85028 PUD 7.375 6.500 $2,251.60 360 1-Nov-28 $325,502.36
7276280 LOS ANGELES CA 90045 SFD 7.250 6.500 $2,592.27 360 1-Nov-28 $379,405.33
7281466 PALO ALTO CA 94303 SFD 7.125 6.500 $3,840.20 360 1-Dec-28 $569,544.18
7282200 ARVADA CO 80007 SFD 7.000 6.500 $2,655.89 360 1-Dec-28 $398,872.78
7283139 KILDEER IL 60047 SFD 7.000 6.500 $2,927.34 360 1-Dec-28 $439,639.33
7283915 PARADISE VALLEY AZ 85253 SFD 8.000 6.500 $3,384.49 360 1-Dec-28 $460,940.51
7285558 MILL VALLEY CA 94941 SFD 6.875 6.500 $2,581.73 360 1-Nov-28 $392,337.77
7292160 RED WING MN 55066 SFD 7.250 6.500 $1,886.22 360 1-Dec-28 $276,284.30
7292930 MOORPARK CA 93021 SFD 6.750 6.483 $1,909.47 360 1-Nov-28 $293,891.63
7293107 ROSELAND NJ 07068 SFD 6.875 6.500 $1,944.51 360 1-Dec-28 $295,751.32
7293309 PHOENIX AZ 85018 SFD 7.250 6.500 $2,650.94 360 1-Nov-28 $387,991.87
7294631 SAN JOSE CA 95123 SFD 7.625 6.500 $1,740.66 360 1-Nov-28 $245,569.87
7294884 PORTLAND OR 97229 SFD 6.875 6.500 $1,872.25 360 1-Nov-28 $284,319.18
7294889 ALAMOGORDO NM 88310 SFD 7.125 6.500 $1,623.66 360 1-Nov-28 $240,328.66
7295118 WAYNE NJ 07470 SFD 7.125 6.500 $2,054.97 300 1-Nov-23 $286,802.06
7296615 CINCINNATI OH 45246 SFD 7.000 6.500 $3,957.88 360 1-Nov-28 $593,921.61
7297347 CHAGRIN FALLS OH 44022 SFD 7.250 6.500 $3,280.46 360 1-Nov-28 $480,129.47
7297876 LAFAYETTE CA 94549 SFD 6.875 6.500 $1,708.01 360 1-Nov-28 $259,561.89
7298008 SAINT HELENA CA 94574 SFD 7.000 6.500 $4,241.30 360 1-Nov-28 $636,451.85
7298411 BARRINGTON IL 60010 SFD 7.000 6.500 $2,940.64 360 1-Dec-28 $441,637.69
7298663 HUDSON OH 44236 SFD 7.250 6.500 $1,777.07 360 1-Dec-28 $260,296.78
7298927 BARRINGTON IL 60010 PUD 7.250 6.500 $1,865.72 360 1-Dec-28 $273,281.65
7299409 WHEATON IL 60187 SFD 6.875 6.500 $1,970.79 360 1-Nov-28 $299,404.41
7299437 SANTA CRUZ CA 95060 SFD 7.000 6.500 $1,789.66 360 1-Dec-28 $268,779.51
7299470 BROOKLYN NY 11211 SFD 7.500 6.500 $2,069.67 360 1-Nov-28 $295,559.29
7300593 LAKEWOOD CO 80215 SFD 7.125 6.500 $1,635.93 360 1-Nov-28 $241,986.23
7300734 SAN DIEGO CA 92130 SFD 6.875 6.500 $1,937.94 360 1-Nov-28 $294,502.90
7300954 LAGUNA NIGUEL CA 92677 PUD 7.125 6.500 $2,290.64 360 1-Nov-28 $339,454.61
7302353 SAN JOSE CA 95125 SFD 6.875 6.500 $3,859.46 360 1-Nov-28 $586,510.03
7302356 ALTADENA AREA CA 91001 SFD 6.625 6.358 $1,965.75 360 1-Nov-28 $306,456.80
7308790 PLYMOUTH MN 55447 SFD 7.125 6.500 $2,041.37 360 1-Nov-28 $302,513.94
7308885 SOQUEL CA 95073 SFD 7.000 6.500 $1,846.21 360 1-Nov-28 $277,043.75
7309680 PARK CITY UT 84060 PUD 7.500 6.500 $1,796.98 360 1-Nov-28 $256,617.35
7310963 SCOTTSDALE AZ 85259 SFD 7.125 6.500 $2,155.90 360 1-Nov-28 $317,474.81
7311102 MARIETTA GA 30067 PUD 6.875 6.500 $1,822.98 360 1-Nov-28 $277,032.39
7311127 SAN DIEGO CA 92104 SFD 6.875 6.500 $1,602.91 360 1-Nov-28 $243,508.23
7311153 SAN JOSE CA 95135 SFD 6.875 6.500 $2,299.25 360 1-Nov-28 $348,004.72
7311482 HAYWARD CA 94542 PUD 7.000 6.500 $1,661.26 360 1-Nov-28 $249,289.45
7311708 BEVERLY HILLS CA 90210 SFD 7.000 6.500 $3,279.94 360 1-Nov-28 $492,189.43
7311998 NEWBURY OH 44065 SFD 7.125 6.500 $1,665.43 360 1-Dec-28 $247,002.32
7312092 PHOENIX AZ 85016 SFD 7.125 6.500 $2,021.16 360 1-Nov-28 $299,518.76
7314126 TWINSBURG OH 44087 SFD 7.250 6.500 $1,649.50 360 1-Nov-28 $241,421.62
7314794 WHEATON IL 60187 SFD 7.125 6.500 $2,048.10 360 1-Nov-28 $303,512.36
7316107 REDWOOD CITY CA 94062 SFD 7.000 6.500 $2,222.11 360 1-Nov-28 $333,450.85
7316432 CANTON MA 02021 SFD 7.000 6.500 $2,188.85 360 1-Nov-28 $328,459.06
7317502 COSTA MESA CA 92627 SFD 6.875 6.500 $1,655.46 360 1-Nov-28 $251,575.37
7318191 AGOURA HILLS CA 91301 SFD 7.750 6.500 $2,779.68 360 1-Dec-28 $387,726.15
7318231 ROLLA MO 65401 SFD 7.125 6.500 $1,643.87 360 1-Dec-28 $243,804.88
7318383 ALPHARETTA GA 30004 SFD 7.375 6.500 $1,721.85 360 1-Nov-28 $248,919.45
7318531 DENVER CO 80209 SFD 7.000 6.500 $2,970.58 360 1-Nov-28 $445,765.87
7319912 WEST DES MOINES IA 50265 SFD 6.875 6.500 $2,200.71 360 1-Dec-28 $334,718.56
7321385 SADDLE RIVER NJ 07458 SFD 7.125 6.500 $6,063.47 360 1-Nov-28 $898,556.29
7323009 CHERRY HILL NJ 08003 SFD 7.750 6.500 $2,435.80 360 1-Nov-28 $339,518.51
7323046 WASHINGTON DC 20015 SFD 7.375 6.500 $1,751.55 360 1-Nov-28 $253,212.88
7324214 GRANITE BAY CA 95746 SFD 6.750 6.483 $1,893.91 360 1-Nov-28 $291,439.36
7324345 CALABASAS CA 91302 PUD 7.250 6.500 $2,453.83 360 1-Nov-28 $359,143.09
7325173 EAST BRADFORD TWP PA 19382 SFD 7.375 6.500 $2,279.23 360 1-Dec-28 $329,748.89
7325783 THOUSAND OAKS CA 91361 PUD 6.875 6.500 $3,501.43 360 1-Nov-28 $531,097.58
7327272 YORBA LINDA CA 92886 SFD 7.250 6.500 $1,664.51 360 1-Nov-28 $243,618.17
7328664 WALNUT CREEK CA 94596 SFD 7.250 6.500 $1,991.95 360 1-Dec-28 $291,572.22
7329476 ALPHARETTA GA 30022 PUD 7.500 6.500 $1,933.33 360 1-Nov-28 $276,088.31
7330005 CAMERON PARK CA 95762 PUD 7.125 6.500 $1,738.34 360 1-Nov-28 $257,607.09
7330245 ALBUQUERQUE NM 87122 SFD 7.375 6.500 $2,233.78 360 1-Nov-28 $322,926.30
7330313 PORTLAND OR 97236 SFD 7.000 6.500 $1,635.98 360 1-Nov-28 $245,495.70
7330729 STONE HARBOR NJ 08247 SFD 7.000 6.500 $2,661.21 360 1-Nov-28 $399,342.33
7333051 SIMI VALLEY CA 93063 SFD 7.125 6.500 $1,650.61 360 1-Nov-28 $244,596.93
7336753 WOODINVILLE WA 98072 PUD 6.625 6.358 $2,241.09 360 1-Nov-28 $349,380.70
7336815 EDEN PRAIRIE MN 55347 SFD 7.375 6.500 $2,707.45 360 1-Nov-28 $391,401.60
7337003 EASTON PA 18045 SFD 7.250 6.500 $1,657.69 360 1-Nov-28 $242,619.73
7337091 SANTA ANA CA 92705 SFD 7.000 6.500 $2,421.70 360 1-Dec-28 $363,701.63
7337237 HAMPTON NH 03842 SFD 8.125 6.500 $2,439.10 360 1-Nov-28 $328,068.78
7337403 GLEN ELLYN IL 60137 SFD 6.750 6.483 $2,734.49 360 1-Dec-28 $421,237.01
7337720 WAYZATA MN 55391 SFD 6.875 6.500 $2,089.03 360 1-Dec-28 $317,732.85
7338616 SAN JOSE CA 95120 SFD 6.750 6.483 $1,887.42 360 1-Dec-28 $290,749.46
7339565 SOUTHBORO MA 01772 SFD 7.000 6.500 $2,245.40 360 1-Nov-28 $336,945.09
7340022 FREMONT CA 94539 SFD 7.000 6.500 $2,400.41 360 1-Nov-28 $360,206.79
7341402 OTTSVILLE PA 18942 SFD 6.625 6.358 $2,894.21 360 1-Dec-28 $451,601.21
7341978 LOS ANGELES CA 90024 SFD 7.000 6.500 $1,829.58 360 1-Dec-28 $274,774.59
7342056 REDWOOD CITY CA 94061 LCO 7.000 6.500 $2,102.36 360 1-Nov-28 $315,480.43
MAPLE VALLEY WA 98038 SFD 7.125 6.500 $1,751.67 360 1-Nov-28 $259,582.93
ANAHEIM CA 92807 SFD 6.625 6.358 $1,652.00 360 1-Nov-28 $257,543.49
PLEASANTON CA 94566 SFD 6.875 6.500 $2,458.16 360 1-Dec-28 $373,874.63
CHAPEL HILL NC 27514 PUD 7.000 6.500 $2,653.76 360 1-Nov-28 $398,224.17
7347005 MILL VALLEY CA 94941 SFD 7.000 6.500 $1,829.58 360 1-Dec-28 $274,774.59
7347971 OMAHA NE 68130 PUD 7.125 6.500 $2,088.53 360 1-Dec-28 $309,752.10
7348926 ALAMO CA 94507 SFD 6.875 6.500 $2,012.83 360 1-Dec-28 $306,142.59
7349153 ANGOLA IN 46703 SFD 7.375 6.500 $2,762.70 360 1-Dec-28 $399,695.63
7349677 ALEXANDRIA VA 22310 SFD 6.875 6.500 $2,374.80 360 1-Dec-28 $361,196.29
7350052 NORTH OAKS MN 55127 PUD 6.750 6.483 $4,215.89 360 1-Nov-28 $648,877.57
7350127 VILLA PARK CA 92861 SFD 7.000 6.500 $2,641.25 360 1-Nov-28 $396,347.26
7350195 MILL VALLEY CA 94941 SFD 7.000 6.500 $2,920.68 360 1-Nov-28 $438,278.20
7350451 ENCINO CA 91436 SFD 7.000 6.500 $2,202.15 360 1-Dec-28 $330,728.68
7350876 LAFAYETTE CO 80026 PUD 6.875 6.500 $1,683.05 360 1-Nov-28 $255,768.29
7352038 LYNCHBURG VA 24503 SFD 7.000 6.500 $2,667.86 360 1-Nov-28 $400,340.70
7352731 PACIFICA CA 94044 SFD 6.875 6.500 $2,601.44 360 1-Dec-28 $395,667.31
7352757 SAN FRANCISCO CA 94117 SFD 7.000 6.500 $2,328.56 360 1-Nov-28 $349,424.54
7353958 REDWOOD CITY CA 94065 PUD 6.750 6.483 $2,927.12 360 1-Nov-28 $450,520.70
7354666 LAGUNA BEACH CA 92651 SFD 6.875 6.500 $5,262.00 360 1-Dec-28 $800,327.06
7355642 CHARLOTTE NC 28207 SFD 7.000 6.500 $2,597.34 360 1-Dec-28 $390,079.99
7356144 LOS ANGELES CA 90046 SFD 7.250 6.500 $2,114.75 360 1-Dec-28 $309,758.17
7356186 RADNOR PA 19087 SFD 6.875 6.500 $1,740.86 360 1-Nov-28 $264,553.46
7356409 HILLSBOROUGH CA 94010 SFD 6.875 6.500 $3,054.72 360 1-Nov-28 $464,216.44
7356418 KENSINGTON MD 20895 SFD 6.875 6.500 $1,797.85 360 1-Dec-28 $273,445.08
7356421 PARK RIDGE IL 60068 SFD 7.125 6.500 $1,657.28 360 1-Dec-28 $245,793.29
7356467 CLAYTON CA 94517 SFD 6.875 6.500 $2,463.48 360 1-Nov-28 $374,368.11
7356771 CINCINNATI OH 45226 SFD 7.000 6.500 $2,029.17 360 1-Dec-28 $304,750.00
7356906 MINNEAPOLIS MN 55405 SFD 6.625 6.358 $2,458.79 360 1-Dec-28 $383,661.21
7356918 FAIR OAKS CA 95628 SFD 7.000 6.500 $1,649.95 360 1-Nov-28 $247,592.25
7357168 PARK CITY UT 84060 SFD 7.500 6.500 $5,593.72 360 1-Dec-28 $799,406.28
7357405 ROCKVILLE MD 20852 SFD 6.000 5.733 $1,678.74 360 1-Nov-28 $279,441.13
7359608 BUMPASS VA 23024 SFD 7.625 6.500 $1,796.38 360 1-Dec-28 $253,616.31
7360668 MUKILTEO WA 98275 SFD 7.125 6.500 $1,701.14 360 1-Nov-28 $252,094.96
7361657 SCOTTSDALE AZ 85258 SFD 6.875 6.500 $3,202.53 360 1-Nov-28 $486,678.53
7361723 LOS ANGELES CA 90049 SFD 7.250 6.500 $6,821.76 360 1-Nov-28 $998,435.10
7366314 ATLANTA GA 30324 SFD 7.500 6.500 $2,041.71 360 1-Nov-28 $291,565.23
7366454 EDWARDS CO 81632 SFD 7.250 6.500 $3,410.88 360 1-Nov-28 $499,217.55
7366502 RENO NV 89509 SFD 7.625 6.500 $2,328.64 360 1-Dec-28 $328,761.88
7367129 BROOMFIELD CO 80020 PUD 7.375 6.500 $2,072.03 360 1-Dec-28 $299,771.72
7371013 CONCORD MA 01741 SFD 7.375 6.500 $2,431.18 360 1-Dec-28 $351,732.15
7373759 CASTLE ROCK CO 80104 SFD 7.625 6.500 $4,600.66 360 1-Dec-28 $649,529.55
7379524 REDMOND WA 98053 PUD 7.375 6.500 $2,141.09 360 1-Dec-28 $309,764.12
7380082 TUALATIN OR 97062 SFD 7.375 6.500 $1,906.26 360 1-Dec-28 $275,789.99
7380185 MIDLOTHIAN VA 23113 SFD 6.750 6.483 $2,594.39 360 1-Dec-28 $399,655.61
7382638 IJAMSVILLE MD 21754 PUD 6.875 6.500 $2,286.11 360 1-Nov-28 $347,413.61
7382782 FREMONT CA 94539 SFD 7.375 6.500 $2,555.50 360 1-Dec-28 $369,618.46
7384168 RANCHO SANTE FE CA 92067 SFD 7.500 6.500 $6,729.94 360 1-Nov-28 $961,035.72
7384825 STEAMBOAT SPRINGS CO 80487 SFD 7.000 6.500 $2,208.80 360 1-Dec-28 $331,727.87
7386041 SPRINGFIELD MO 65804 SFD 7.375 6.500 $2,072.03 360 1-Dec-28 $299,771.72
7394922 BLOOMINGTON MN 55438 SFD 7.125 6.500 $2,937.41 360 1-Dec-28 $435,651.34
7394928 AMELIA ISLAND FL 32034 SFD 7.250 6.500 $1,838.81 360 1-Dec-28 $269,339.72
7395690 MILL CREEK WA 98012 SFD 7.000 6.500 $1,902.77 360 1-Dec-28 $285,168.33
7397602 SAN DIEGO CA 92107 SFD 7.375 6.500 $1,795.76 360 1-Dec-28 $259,802.16
7398404 CHINO HILLS CA 91709 SFD 6.750 6.483 $1,867.38 360 1-Dec-28 $287,662.11
7401192 CARLSBAD CA 92009 SFD 7.250 6.500 $1,964.67 360 1-Dec-28 $287,775.33
7401975 CHENEQUA WI 53029 SFD 7.625 6.500 $7,077.94 360 1-Dec-28 $999,276.23
7404088 REDWOOD CITY CA 94065 SFD 7.000 6.500 $2,874.11 360 1-Dec-28 $431,645.89
7404570 WALNUT CREEK CA 94596 PUD 7.250 6.500 $2,303.03 360 1-Dec-28 $337,336.64
7406381 VINCENNES IN 47591 SFD 7.125 6.500 $1,752.34 360 1-Nov-28 $259,682.77
7409287 HAYDEN LAKE ID 83835 SFD 7.625 6.500 $2,315.90 360 1-Dec-28 $326,963.18
7410835 ORANGE CA 92867 PUD 7.500 6.500 $2,167.56 360 1-Dec-28 $309,769.94
7413429 BRECKENRIDGE CO 80424 SFD 7.000 6.500 $4,324.47 360 1-Dec-28 $649,467.20
7420335 SAN JOSE CA 95121 SFD 7.375 6.500 $2,146.62 360 1-Nov-28 $309,322.48
7431169 PORTLAND OR 97219 SFD 7.500 6.500 $2,125.61 360 1-Dec-28 $303,774.39
7435115 SAN JOSE CA 95120 SFD 7.125 6.500 $2,425.39 360 1-Dec-28 $359,712.11
7437754 SILVERTHORNE CO 80498 SFD 7.375 6.500 $2,192.89 360 1-Dec-28 $317,258.41
7462435 WAYNE NJ 07470 SFD 7.500 6.500 $2,265.45 360 1-Jan-29 $324,000.00
7464809 INCLINE VILLAGE NV 89450 SFD 7.250 6.500 $2,046.53 360 1-Dec-28 $299,765.97
</TABLE>
<TABLE>
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- ------ --------- ---------- -------- ----------- ---------- ----------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ------ --------- ---------- -------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
4602964 62.07 0.250 0.017 0.858
4650451 75.00 0.250 0.017 0.608
4742325 80.00 0.250 0.017 0.108
4743224 64.44 0.250 0.017 0.108
4748961 62.19 0.250 0.017 0.108
4762268 95.00 17 0.250 0.017 1.233
4774617 54.55 0.250 0.017 0.733
4775596 80.00 0.250 0.017 0.233
4782209 90.00 33 0.250 0.017 0.483
4802155 94.99 17 0.250 0.017 1.108
4805415 80.00 0.250 0.017 0.608
4806821 90.00 06 0.250 0.017 0.483
4820144 79.99 0.250 0.017 0.233
4821274 48.92 0.250 0.017 0.233
4823374 80.00 FX30YR 0.250 0.017 0.358
4823633 89.99 13 0.250 0.017 0.858
4827219 64.58 0.250 0.017 0.233
4829059 83.43 06 0.250 0.017 0.233
4829317 65.72 0.250 0.017 0.608
4830900 83.69 06 0.250 0.017 0.883
4831605 79.93 0.250 0.017 0.358
4835142 70.00 0.250 0.017 0.733
4836692 80.00 0.250 0.017 0.233
4838964 79.19 0.250 0.017 0.608
4841546 69.17 0.250 0.017 0.233
4842187 59.70 0.250 0.017 0.358
4844307 95.00 06 0.250 0.017 0.858
4844696 69.33 0.250 0.017 0.733
4844725 79.40 0.250 0.017 0.483
4845230 90.00 11 0.250 0.017 0.858
4845993 71.96 0.250 0.017 0.483
4846330 90.00 01 0.250 0.017 1.108
4846949 88.45 01 0.250 0.017 0.733
4847327 79.61 0.250 0.017 0.483
4848155 90.00 01 0.250 0.017 1.108
4848553 78.98 0.250 0.017 0.483
4848916 85.82 06 0.250 0.017 0.483
4849073 53.44 0.250 0.017 0.608
4849743 69.95 0.250 0.017 0.983
4850892 61.33 0.250 0.017 0.483
4851771 73.17 0.250 0.017 0.608
4852400 67.57 0.250 0.017 0.858
4852543 74.71 0.250 0.017 0.233
4852830 63.22 0.250 0.017 0.358
4854602 59.21 0.250 0.017 0.608
4856128 69.39 0.250 0.017 0.608
4856804 73.00 0.250 0.017 0.983
4858063 58.00 0.250 0.017 0.483
4858237 65.52 0.250 0.017 0.358
4858819 90.00 33 0.250 0.017 0.983
4859523 90.00 06 0.250 0.017 0.608
4859781 79.99 0.250 0.017 0.483
4859801 64.63 0.250 0.017 0.358
4860382 60.00 0.250 0.017 0.983
4860391 75.07 0.250 0.017 0.608
4860400 66.83 0.250 0.017 0.983
4860467 80.00 0.250 0.017 0.358
4861271 78.79 0.250 0.017 1.358
4861354 75.00 0.250 0.017 0.858
4861472 64.42 0.250 0.017 0.608
4861479 79.53 0.250 0.017 0.608
4861582 77.27 0.250 0.017 0.358
4861725 75.00 0.250 0.017 0.483
4861822 41.74 0.250 0.017 0.858
4862068 80.00 0.250 0.017 1.108
4862359 77.18 0.250 0.017 0.233
4862651 59.44 0.250 0.017 0.233
4863227 95.00 01 0.250 0.017 0.483
4863407 61.58 0.250 0.017 0.733
4863443 80.00 0.250 0.017 0.983
4863549 70.00 0.250 0.017 0.483
4863637 80.00 0.250 0.017 0.858
4864107 73.81 0.250 0.017 0.608
4864818 64.10 0.250 0.017 0.733
4864919 95.00 06 0.250 0.017 1.108
4864953 80.00 0.250 0.017 0.358
4865045 90.00 11 0.250 0.017 0.983
4866163 85.00 11 0.250 0.017 0.233
4866246 78.70 FX30YR 0.250 0.017 0.858
4866433 89.47 11 0.250 0.017 0.733
4866517 38.77 0.250 0.017 0.233
4866825 69.57 0.250 0.017 0.483
4866833 51.72 0.250 0.017 0.858
4866957 80.00 0.250 0.017 0.233
4867043 80.00 0.250 0.017 0.858
4867922 61.52 0.250 0.017 0.233
4868078 80.00 0.250 0.017 0.858
4868366 80.00 0.250 0.017 0.233
4868891 69.32 0.250 0.017 0.358
4868973 80.00 0.250 0.017 0.358
4869057 77.37 GD 3YR 0.250 0.017 0.358
4869091 80.00 0.250 0.017 0.483
4869151 69.64 0.250 0.017 0.358
4869270 72.88 FX30YR 0.250 0.017 0.108
4869593 80.00 0.250 0.017 0.608
4870016 80.00 0.250 0.017 0.358
4871185 67.18 0.250 0.017 0.000
4871377 69.00 0.250 0.017 0.608
4871655 50.91 0.250 0.017 0.233
4872018 34.89 0.250 0.017 0.608
4872028 76.74 0.250 0.017 0.358
4872277 78.85 0.250 0.017 0.358
4872435 60.99 0.250 0.017 0.733
4872443 69.76 0.250 0.017 0.358
4872713 71.20 0.250 0.017 0.733
4872927 74.97 0.250 0.017 0.858
4872940 70.00 0.250 0.017 0.233
4873171 68.07 0.250 0.017 0.483
4873483 65.39 0.250 0.017 0.608
4873557 85.00 11 0.250 0.017 0.733
4874477 80.00 0.250 0.017 0.858
4874576 67.25 0.250 0.017 0.358
4874802 73.27 0.250 0.017 0.483
4875879 65.42 0.250 0.017 0.233
4875903 80.00 0.250 0.017 0.483
4876444 87.86 01 0.250 0.017 0.733
4876858 89.76 06 0.250 0.017 0.608
4876860 59.67 0.250 0.017 0.358
4876888 80.00 0.250 0.017 0.608
4877535 77.79 0.250 0.017 0.483
4877820 89.49 12 0.250 0.017 0.858
4878210 62.47 0.250 0.017 0.233
4878423 76.60 0.250 0.017 0.483
4878481 80.00 0.250 0.017 0.733
4879070 66.50 0.250 0.017 0.483
4879280 75.83 0.250 0.017 0.233
4879591 74.95 0.250 0.017 0.733
4879639 75.00 0.250 0.017 0.358
4879689 78.11 0.250 0.017 0.483
4880037 89.89 33 0.250 0.017 0.858
4880367 65.00 0.250 0.017 0.483
4880499 82.15 11 0.250 0.017 0.608
4882355 63.82 0.250 0.017 0.233
4882430 69.89 0.250 0.017 0.233
4882635 79.87 0.250 0.017 0.608
4882790 79.19 0.250 0.017 0.733
4882848 80.00 0.250 0.017 0.358
4882889 74.22 0.250 0.017 0.733
4882900 38.60 0.250 0.017 0.608
4883269 78.00 0.250 0.017 0.358
4883383 79.28 0.250 0.017 0.533
4883399 94.04 17 0.250 0.017 0.233
4883680 88.72 11 0.250 0.017 0.233
4883979 66.91 0.250 0.017 0.608
4883987 80.00 0.250 0.017 0.233
4884041 59.84 0.250 0.017 0.483
4884105 70.00 0.250 0.017 0.733
4884218 75.77 0.250 0.017 0.483
4884472 76.24 0.250 0.017 0.233
4884779 76.41 0.250 0.017 0.608
4884886 55.56 0.250 0.017 0.233
4884995 75.04 0.250 0.017 0.358
4885493 65.05 0.250 0.017 0.483
4885649 72.60 0.250 0.017 0.783
4885942 80.00 0.250 0.017 0.733
4886119 85.07 06 0.250 0.017 0.358
4886181 80.00 0.250 0.017 0.233
4886340 75.68 0.250 0.017 0.733
4886484 88.34 01 0.250 0.017 0.608
4886518 50.00 0.250 0.017 0.233
4886666 36.00 0.250 0.017 0.358
4886740 76.00 0.250 0.017 0.358
4886766 55.95 0.250 0.017 0.358
4886856 72.66 0.250 0.017 0.358
4886960 77.98 0.250 0.017 0.483
4886981 55.66 0.250 0.017 0.358
4887003 90.00 06 0.250 0.017 0.233
4887012 64.98 0.250 0.017 0.483
4887036 61.12 0.250 0.017 0.233
4887112 56.87 0.250 0.017 0.358
4887204 69.97 0.250 0.017 0.983
4887257 63.18 0.250 0.017 0.608
4887442 84.57 33 0.250 0.017 0.108
4887885 62.74 0.250 0.017 0.358
4887969 80.00 0.250 0.017 0.608
4887993 88.19 06 0.250 0.017 1.108
4888015 80.00 0.250 0.017 1.358
4888023 79.75 0.250 0.017 0.608
4888025 51.32 0.250 0.017 0.483
4888030 60.16 0.250 0.017 0.483
4888032 45.80 0.250 0.017 0.358
4888051 69.66 0.250 0.017 0.608
4888141 77.12 0.250 0.017 0.358
4888156 56.64 0.250 0.017 0.358
4888183 60.68 0.250 0.017 0.483
4888402 76.60 GD 4YR 0.250 0.017 0.108
4888434 90.00 33 0.250 0.017 0.358
4888649 80.00 0.250 0.017 0.483
4889232 60.00 0.250 0.017 0.233
4889248 89.97 17 0.250 0.017 0.733
4889366 72.82 0.250 0.017 0.358
4889506 39.03 0.250 0.017 0.358
4889553 63.28 0.250 0.017 0.358
4889601 66.02 0.250 0.017 0.608
4889668 66.85 0.250 0.017 0.608
4890087 61.14 0.250 0.017 0.233
4890185 89.98 06 0.250 0.017 0.233
4890351 84.82 06 0.250 0.017 0.108
4890416 79.20 0.250 0.017 0.483
4890564 70.00 0.250 0.017 0.733
4890592 75.76 0.250 0.017 0.233
4890673 68.08 0.250 0.017 0.233
4890729 78.77 0.250 0.017 0.108
4890818 73.14 0.250 0.017 0.483
4891010 80.00 0.250 0.017 0.858
4891064 65.88 0.250 0.017 0.358
4891103 63.09 0.250 0.017 0.358
4891227 78.79 0.250 0.017 0.608
4891240 79.49 0.250 0.017 0.233
4891253 75.79 0.250 0.017 0.358
4891357 77.56 0.250 0.017 0.233
4891368 36.11 0.250 0.017 0.358
4891494 61.22 0.250 0.017 0.983
4891675 55.82 0.250 0.017 0.233
4891682 67.96 0.250 0.017 0.108
4891716 66.06 0.250 0.017 0.108
4891812 46.59 0.250 0.017 0.233
4891845 80.00 0.250 0.017 0.733
4891962 61.96 0.250 0.017 0.858
4891997 90.00 17 0.250 0.017 0.358
4892041 80.00 0.250 0.017 0.358
4892047 74.88 0.250 0.017 0.358
4892077 88.23 24 0.250 0.017 0.733
4892111 64.06 0.250 0.017 0.233
4892189 73.89 0.250 0.017 0.608
4892356 61.68 0.250 0.017 0.233
4892385 80.00 0.250 0.017 0.983
4892396 67.56 0.250 0.017 0.108
4892459 69.88 0.250 0.017 0.358
4892478 55.76 0.250 0.017 0.608
4892486 60.14 0.250 0.017 0.483
4892495 52.43 0.250 0.017 0.358
4892532 49.62 0.250 0.017 0.233
4892576 48.97 0.250 0.017 0.358
4892592 53.30 0.250 0.017 0.733
4892616 79.23 0.250 0.017 0.608
4892634 86.79 17 0.250 0.017 0.733
4892674 70.55 0.250 0.017 0.608
4892688 48.81 0.250 0.017 0.483
4892851 58.99 0.250 0.017 0.358
4892858 67.92 0.250 0.017 0.358
4892921 76.53 0.250 0.017 0.358
4893055 75.85 0.250 0.017 0.108
4893154 54.00 0.250 0.017 0.483
4893189 70.00 0.250 0.017 0.608
4893310 62.86 0.250 0.017 0.233
4893322 58.33 0.250 0.017 0.233
4893464 51.00 0.250 0.017 0.608
4893626 68.57 0.250 0.017 0.358
4893631 69.09 0.250 0.017 0.358
4893687 84.57 17 0.250 0.017 0.483
4893727 60.91 0.250 0.017 0.608
4893862 58.82 0.250 0.017 0.233
4893869 80.00 0.250 0.017 0.483
4894057 52.00 0.250 0.017 0.358
4894161 55.63 0.250 0.017 0.358
4894172 65.64 0.250 0.017 0.233
4894175 25.33 0.250 0.017 0.358
4894181 51.49 0.250 0.017 0.483
4894194 69.91 0.250 0.017 0.608
4894195 56.02 0.250 0.017 0.483
4894383 34.63 0.250 0.017 0.483
4894505 58.82 0.250 0.017 0.108
4894520 73.29 0.250 0.017 0.108
4894552 49.88 0.250 0.017 0.108
4894614 90.00 33 0.250 0.017 0.233
4894617 59.39 0.250 0.017 0.608
4894700 74.19 0.250 0.017 0.608
4894704 83.87 33 0.250 0.017 0.233
4894786 57.74 0.250 0.017 0.233
4894790 55.13 0.250 0.017 0.233
4894847 94.74 01 0.250 0.017 0.608
4894993 57.10 0.250 0.017 0.233
4895013 63.22 0.250 0.017 0.233
4895058 62.68 0.250 0.017 0.358
4895093 43.27 0.250 0.017 0.233
4895123 69.74 0.250 0.017 0.608
4895150 59.38 0.250 0.017 0.233
4895194 66.69 0.250 0.017 0.233
4895203 62.63 0.250 0.017 0.358
4895204 80.00 0.250 0.017 0.358
4895209 75.00 0.250 0.017 0.108
4895377 71.00 0.250 0.017 0.483
4895398 69.35 0.250 0.017 0.358
4895444 67.85 0.250 0.017 0.983
4895445 72.65 0.250 0.017 0.233
4895551 79.65 0.250 0.017 0.983
4895562 67.01 0.250 0.017 0.358
4895574 79.11 0.250 0.017 0.358
4895646 64.82 0.250 0.017 0.358
4895662 61.03 0.250 0.017 0.108
4895669 53.13 0.250 0.017 0.233
4895676 55.48 0.250 0.017 0.358
4895716 75.75 0.250 0.017 0.608
4895806 71.62 0.250 0.017 0.608
4895824 54.66 0.250 0.017 0.608
4895830 47.63 0.250 0.017 0.608
4895903 85.16 33 0.250 0.017 0.233
4895962 79.05 0.250 0.017 0.608
4896052 43.23 0.250 0.017 0.483
4896065 75.00 0.250 0.017 0.608
4896077 79.27 0.250 0.017 0.608
4896143 54.09 0.250 0.017 0.358
4896173 90.00 01 0.250 0.017 0.483
4896202 49.23 0.250 0.017 0.358
4896272 76.39 0.250 0.017 0.983
4896314 63.54 0.250 0.017 0.233
4896356 27.16 0.250 0.017 0.483
4896529 80.00 0.250 0.017 0.858
4896542 68.97 0.250 0.017 0.358
4896578 66.21 0.250 0.017 0.233
4896612 67.31 0.250 0.017 0.233
4896745 69.40 0.250 0.017 0.108
4896850 50.73 0.250 0.017 0.733
4896883 78.79 0.250 0.017 0.358
4896888 69.23 0.250 0.017 0.233
4896944 69.57 0.250 0.017 0.233
4896947 55.43 0.250 0.017 0.233
4896956 56.91 0.250 0.017 0.233
4896967 55.21 0.250 0.017 0.233
4897030 74.86 0.250 0.017 0.233
4897035 73.20 0.250 0.017 0.483
4897060 69.67 0.250 0.017 0.233
4897101 71.14 0.250 0.017 0.483
4897119 76.67 0.250 0.017 0.608
4897171 49.71 0.250 0.017 0.233
4897176 67.03 0.250 0.017 0.233
4897188 50.63 0.250 0.017 0.483
4897192 48.28 0.250 0.017 0.483
4897209 68.42 0.250 0.017 0.733
4897335 27.27 0.250 0.017 0.233
4897339 35.49 0.250 0.017 0.358
4897357 67.90 0.250 0.017 0.233
4897411 89.90 33 0.250 0.017 0.108
4897482 68.48 0.250 0.017 0.233
4897543 74.58 0.250 0.017 0.108
4897547 61.82 0.250 0.017 0.358
4897550 75.00 0.250 0.017 0.733
4897728 73.52 0.250 0.017 0.233
4897737 38.06 0.250 0.017 0.108
4897750 79.74 0.250 0.017 0.233
4897754 66.40 0.250 0.017 0.233
4897820 71.11 0.250 0.017 0.608
4897877 74.29 0.250 0.017 0.108
4897956 79.49 0.250 0.017 0.733
4897980 45.12 0.250 0.017 0.733
4898005 72.95 0.250 0.017 0.233
4898022 58.67 0.250 0.017 0.108
4898028 70.00 0.250 0.017 0.233
4898029 75.45 0.250 0.017 0.108
4898034 22.06 0.250 0.017 0.233
4898041 70.00 0.250 0.017 0.233
4898042 66.38 0.250 0.017 0.233
4898043 48.31 0.250 0.017 0.108
4898045 79.11 0.250 0.017 0.233
4898049 73.11 0.250 0.017 0.483
4898057 53.85 0.250 0.017 0.233
4898073 60.22 0.250 0.017 0.233
4898083 67.70 0.250 0.017 0.233
4898091 79.19 0.250 0.017 0.233
4898100 60.29 0.250 0.017 0.358
4898105 69.61 0.250 0.017 0.483
4898110 78.83 0.250 0.017 0.108
4898136 69.59 0.250 0.017 0.233
4898146 67.57 0.250 0.017 0.233
4898148 56.95 0.250 0.017 0.233
4898153 72.13 0.250 0.017 0.233
4898155 64.73 0.250 0.017 0.483
4898166 67.50 0.250 0.017 0.608
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4898209 69.99 0.250 0.017 0.108
4898224 61.47 0.250 0.017 0.233
4898232 90.00 06 0.250 0.017 0.233
4898241 68.81 0.250 0.017 0.233
4898255 76.92 0.250 0.017 0.358
4898272 60.23 0.250 0.017 0.233
4898280 30.70 0.250 0.017 0.233
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4898325 74.07 0.250 0.017 0.233
4898333 58.03 0.250 0.017 0.233
4898368 62.99 0.250 0.017 0.358
4898389 64.11 0.250 0.017 0.483
4898397 66.25 0.250 0.017 0.108
4898400 90.00 11 0.250 0.017 1.108
4898427 89.89 33 0.250 0.017 0.608
4898467 49.02 0.250 0.017 0.108
4898475 67.59 0.250 0.017 0.233
4898514 71.93 0.250 0.017 0.358
4898530 70.00 0.250 0.017 0.358
4898531 54.29 0.250 0.017 0.483
4898539 70.92 0.250 0.017 0.358
4898545 64.02 0.250 0.017 0.483
4898557 57.38 0.250 0.017 0.108
4898605 80.00 0.250 0.017 0.108
4898616 63.64 0.250 0.017 0.233
4898620 68.16 0.250 0.017 0.108
4898621 44.64 0.250 0.017 0.108
4898628 78.39 0.250 0.017 0.233
4898636 78.86 0.250 0.017 0.108
4898639 49.92 0.250 0.017 0.233
4898671 63.83 0.250 0.017 0.233
4898672 63.44 0.250 0.017 0.233
4898688 64.12 0.250 0.017 0.483
4898691 49.03 0.250 0.017 0.233
4898699 64.88 0.250 0.017 0.358
4898725 58.87 0.250 0.017 0.608
4898728 85.00 17 0.250 0.017 0.733
4898762 60.13 0.250 0.017 0.233
4898807 74.88 0.250 0.017 0.483
4898894 49.52 0.250 0.017 0.108
4898899 45.09 0.250 0.017 0.358
4898927 39.13 0.250 0.017 0.483
4898933 46.87 0.250 0.017 0.358
4898948 60.84 0.250 0.017 0.233
4898968 75.78 0.250 0.017 0.233
4898977 78.43 0.250 0.017 0.483
4899023 77.75 0.250 0.017 0.858
4899062 68.25 0.250 0.017 0.483
4899064 73.92 0.250 0.017 0.358
4899066 44.89 0.250 0.017 0.858
4899158 46.76 0.250 0.017 0.108
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4899178 61.05 0.250 0.017 0.483
4899207 59.32 0.250 0.017 0.108
4899210 58.95 0.250 0.017 0.733
4899251 63.79 0.250 0.017 0.233
4899256 64.25 0.250 0.017 0.608
4899271 59.64 0.250 0.017 0.608
4899312 52.47 0.250 0.017 0.233
4899346 60.00 0.250 0.017 0.358
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4899982 56.89 0.250 0.017 0.233
4900158 71.60 0.250 0.017 0.233
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4900268 73.04 0.250 0.017 0.233
4900444 61.18 0.250 0.017 0.733
4900541 75.00 0.250 0.017 0.608
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4900605 80.00 0.250 0.017 0.733
4900629 76.57 0.250 0.017 0.608
4900656 78.77 0.250 0.017 0.608
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4900826 61.52 0.250 0.017 0.108
4900848 52.11 0.250 0.017 0.358
4900894 75.00 0.250 0.017 0.483
4900976 74.63 0.250 0.017 0.483
4901114 54.21 0.250 0.017 0.733
4901155 75.00 0.250 0.017 0.858
4901400 84.33 17 0.250 0.017 1.108
4901491 57.73 0.250 0.017 0.483
4901503 50.84 0.250 0.017 0.483
4901513 63.05 0.250 0.017 0.358
4901613 53.02 0.250 0.017 0.108
4901618 39.07 0.250 0.017 0.108
4901733 75.00 0.250 0.017 0.983
4901737 52.38 0.250 0.017 0.733
4901917 32.64 0.250 0.017 0.608
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4902089 69.51 0.250 0.017 0.983
4902095 73.97 0.250 0.017 0.483
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4902303 42.75 0.250 0.017 0.358
4902579 75.00 0.250 0.017 0.233
4902775 80.00 0.250 0.017 0.983
4902809 69.62 0.250 0.017 0.608
4903071 48.48 0.250 0.017 0.358
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4903364 80.00 0.250 0.017 0.608
4903408 48.44 0.250 0.017 0.108
4903547 64.86 0.250 0.017 0.608
4903562 78.84 0.250 0.017 1.233
4903580 71.50 0.250 0.017 0.233
4903657 54.95 0.250 0.017 0.733
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4903922 73.54 0.250 0.017 0.108
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4904555 67.01 0.250 0.017 0.608
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4904869 61.34 0.250 0.017 0.233
4905259 87.62 11 0.250 0.017 0.608
4905671 80.00 0.250 0.017 1.108
4905699 38.66 0.250 0.017 0.233
4905786 80.00 0.250 0.017 0.233
4905800 57.14 0.250 0.017 0.233
4905811 40.41 0.250 0.017 0.233
4906082 69.57 0.250 0.017 0.358
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4906437 76.39 0.250 0.017 0.358
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4906736 80.00 0.250 0.017 0.358
4906944 85.00 17 0.250 0.017 0.000
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4908051 68.37 0.250 0.017 0.233
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4909623 80.00 0.250 0.017 0.983
4909633 77.61 0.250 0.017 0.358
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4910165 46.67 0.250 0.017 1.108
4910274 61.80 0.250 0.017 0.733
4910476 85.45 13 0.250 0.017 0.858
4910511 76.53 0.250 0.017 0.608
4910827 65.00 0.250 0.017 1.108
4910915 80.00 0.250 0.017 0.483
4911059 80.00 0.250 0.017 0.358
4911250 49.66 0.250 0.017 0.358
4911862 70.00 0.250 0.017 0.858
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4912082 80.00 0.250 0.017 0.608
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4912467 75.59 0.250 0.017 1.108
4912883 90.00 17 0.250 0.017 0.733
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4913324 90.00 06 0.250 0.017 0.608
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4914145 74.76 0.250 0.017 0.233
4914188 62.63 0.250 0.017 0.233
4914221 95.00 06 0.250 0.017 0.983
4914274 75.00 0.250 0.017 0.983
4914689 62.62 0.250 0.017 0.358
4915001 80.00 0.250 0.017 0.483
4915151 55.16 0.250 0.017 0.858
4915613 90.00 11 0.250 0.017 0.733
4915622 57.29 0.250 0.017 0.733
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7435115 80.00 0.250 0.017 0.358
7437754 64.47 0.250 0.017 0.608
7462435 80.00 0.250 0.017 0.733
7464809 75.00 0.250 0.017 0.483
$357,831,190.56
COUNT: 1019
WAC: 7.20475125
WAM: 357.2425578
WALTV: 69.6972821
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1999-01 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<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 AR CA 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>
<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
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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
COUNT: 438
WAC: 7.3345
WAM: 355.84
WALTV: 74.16
</TABLE>
<PAGE>
NASCOR
NMI / 1999-01 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (xvii) (xviii)
- ----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ----------------------------- ---------------------------
<S> <C> <C>
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
</TABLE>
<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.
( ) Promissory Note dated ______________, 199__, in the original principal
sum of $___________, made by ____________________, payable to, or endorsed
to the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in
book/reel/docket ____________________ of official records at page/image
------------.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State
of _____________________ in book/reel/docket ____________________ of
official records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Certificate Account and except as
expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust
Administrator, on behalf of the Trustee, and the Master Servicer shall
keep the Documents and any proceeds separate and distinct from all other
property in the Master Servicer's possession, custody or control.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By: __________________________
Title: ________________________
Date: ________________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED,
AND FOR NON-ERISA INVESTORS
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the "Purchaser"), a
[description of type of entity] duly organized and existing under the laws of
the [State of ] [United States], on behalf of which he makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the meaning of
Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended (the
"Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 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:
a) 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.
b) 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:
1) 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.
2) The Purchaser is acquiring the Class
[A-PO][B-4][B-5][B-6] Certificates for
its own account as principal and not
with a view to the distribution
thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters and is
capable of evaluating the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision; and the Purchaser is able to bear the economic risk of an
investment in the Class [A-PO][B-4][B-5][B-6] Certificates and can afford a
complete loss of such investment.]
[3) The Purchaser is a "Qualified Institutional Buyer" within the meaning
of Rule 144A of the Act.]
4) 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.
5) 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).
6) 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.
c) TRANSFER OF CLASS [A-PO][B-4][B-5][B-6]
CERTIFICATES.
1) 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.
2) 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.
3) 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:
a) 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.
b) 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:
I.
DEFINITIONS
A. 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).
B. DEFINITIONS INCORPORATED BY REFERENCE
All capitalized terms not otherwise defined in this Agreement shall have the
meanings assigned in the Pooling and Servicing Agreement.
II.
SPECIAL SERVICING PROCEDURES
A. REPORTS AND NOTICES
1. 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:
a. 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.
b. 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.
2. 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.
3. 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.
B. PURCHASER'S ELECTION TO DELAY FORECLOSURE PROCEEDINGS
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
C. PURCHASER'S ELECTION TO COMMENCE FORECLOSURE PROCEEDINGS
1. 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).
2. 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.
3. 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.
4. 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.
D. TERMINATION
1. 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.
2. 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.
III.
COLLATERAL FUND; SECURITY INTEREST
A. 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.
B. 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.
C. 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.
D. 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.
IV.
MISCELLANEOUS PROVISIONS
A. 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.
B. 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.
C. 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.
D. NOTICES.
All demands, notices and direction hereunder shall be in writing or by telecopy
and shall be deemed effective upon receipt to:
1. 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
2. in the case of the Purchaser,
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Attention:
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E. 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.
F. 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.
G. 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.
H. 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.
I. 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:
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Title:
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By
Name:
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Title:
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