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
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On January 28, 1999, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1999-3, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-R, Class
B-1, Class B-2 and Class B-3 (the "Offered Certificates"), having an aggregate
original principal balance of $248,438,100. 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") and First Union National
Bank, as trustee (the "Agreement"), a copy of which is filed as an exhibit
hereto. Mortgage Pass-Through Certificates, Series 1999-3, Class A-PO
Certificates, having an aggregate initial principal balance of $442,000.98, and
Class B-4, Class B-5 and Class B-6 Certificates, having an aggregate initial
principal balance of $1,125,485.88 (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 99.37% 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,
originated in connection with the relocation of employees by various corporate
employers that participated in the relocation program of Norwest Mortgage, Inc.
and of employees of various non-participant employees. The remaining undivided
interests in the Trust Estate are evidenced by the Class A-PO and Private Class
B Certificates distributions on which are subordinated to distributions on the
Offered Certificates and the Class A-PO Certificates.
Interest on the Offered Certificates will be distributed on each Distribution
Date (as defined in the Agreement). Monthly distributions in reduction of the
principal balance of the Offered Certificates will be allocated to the Offered
Certificates in accordance with the priorities set forth in the Agreement.
Distributions of interest and in reduction of principal balance on any
Distribution Date will be made to the extent that the Pool Distribution Amount
is sufficient therefor.
An election will be made to treat the Trust Estate as a REMIC for federal income
tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-PO, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates will be treated as "regular interests" in the REMIC and
the Class A-R Certificate will be treated as the "residual interest" in the
REMIC.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(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 and First Union National
Bank, as trustee
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
January 28, 1999
By: /S/ ALAN MCKENNEY
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Alan S. McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
EXHIBIT NO. DESCRIPTION ELECTRONIC (E)
(EX-4) Pooling and Servicing E
Agreement, dated as of January
28, 1999 among Norwest Asset
Securities Corporation, Norwest
Bank Minnesota, National
Association and First Union
National Bank, as trustee.
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of January 28, 1999
$250,005,586.86
Mortgage Pass-Through Certificates
Series 1999-3
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions....................................................1
Section 1.02 Acts of Holders...............................................43
Section 1.03 Effect of Headings and Table of Contents......................44
Section 1.04 Benefits of Agreement.........................................44
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans...................................1
Section 2.02 Acceptance by Trustee..........................................2
Section 2.03 Representations and Warranties of the
Master Servicer and the Seller................................3
Section 2.04 Execution and Delivery of Certificates........................10
Section 2.05 Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date................10
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account............................................1
Section 3.02 Permitted Withdrawals from the Certificate Account.............2
Section 3.03 Advances by Master Servicer and Trustee........................4
Section 3.04 Trustee to Cooperate;
Release of Owner Mortgage Loan Files..........................5
Section 3.05 Reports to the Trustee;
Annual Compliance Statements..................................6
Section 3.06 Title, Management and Disposition
of Any REO Mortgage Loan......................................7
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions...........................7
Section 3.08 Oversight of Servicing.........................................8
Section 3.09 Termination and Substitution of Servicing Agreements..........11
Section 3.10 Application of Net Liquidation Proceeds.......................11
Section 3.11 Act Reports...................................................12
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions..................................................1
Section 4.02 Allocation of Realized Losses..................................8
Section 4.03 Paying Agent..................................................10
Section 4.04 Statements to Certificateholders;
Report to the Trustee and the Seller.........................11
Section 4.05 Reports to Mortgagors and the Internal Revenue Service........14
Section 4.06 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer...............14
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates...............................................1
Section 5.02 Registration of Certificates...................................2
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..............6
Section 5.04 Persons Deemed Owners..........................................6
Section 5.05 Access to List of Certificateholders' Names and Addresses......6
Section 5.06 Maintenance of Office or Agency................................7
Section 5.07 Definitive Certificates........................................7
Section 5.08 Notices to Clearing Agency.....................................7
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer................1
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer......................................................1
Section 6.03 Limitation on Liability of the Seller,
the Master Servicer and Others................................1
Section 6.04 Resignation of the Master Servicer.............................2
Section 6.05 Compensation to the Master Servicer............................2
Section 6.06 Assignment or Delegation of Duties by Master Servicer..........2
Section 6.07 Indemnification of Trustee
and Seller by Master Servicer.................................3
Section 6.08 Master Servicer Year 2000 Compliance...........................3
ARTICLE VII
DEFAULT
Section 7.01 Events of Default..............................................1
Section 7.02 Other Remedies of Trustee......................................2
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default.....................2
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default.....................3
Section 7.05 Trustee to Act; Appointment of Successor.......................3
Section 7.06 Notification to Certificateholders.............................4
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee..............................................1
Section 8.02 Certain Matters Affecting the Trustee..........................2
Section 8.03 Trustee Not Required to Make Investigation.....................2
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans..........3
Section 8.05 Trustee May Own Certificates...................................3
Section 8.06 The Master Servicer to Pay Fees and Expenses...................3
Section 8.07 Eligibility Requirements.......................................3
Section 8.08 Resignation and Removal........................................4
Section 8.09 Successor......................................................4
Section 8.10 Merger or Consolidation........................................5
Section 8.11 Authenticating Agent...........................................5
Section 8.12 Separate Trustees and Co-Trustees..............................6
Section 8.13 Appointment of Custodians......................................7
Section 8.14 Tax Matters; Compliance with REMIC Provisions..................8
Section 8.15 Monthly Advances...............................................9
Section 8.16 Trustee Year 2000 Compliance..................................10
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans...................1
Section 9.02 Additional Termination Requirements............................2
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment......................................................1
Section 10.02 Recordation of Agreement.......................................2
Section 10.03 Limitation on Rights of Certificateholders.....................2
Section 10.04 Governing Law; Jurisdiction....................................3
Section 10.05 Notices........................................................3
Section 10.06 Severability of Provisions.....................................4
Section 10.07 Special Notices to Rating Agencies.............................4
Section 10.08 Covenant of Seller.............................................5
Section 10.09 Recharacterization.............................................5
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate................................1
Section 11.02 Cut-Off Date...................................................1
Section 11.03 Cut-Off Date Aggregate Principal Balance.......................1
Section 11.04 Original Class A Percentage....................................1
Section 11.05 Original Principal Balances of the Classes of
Class A Certificates..........................................1
Section 11.06 Original Class A Non-PO Principal Balance......................1
Section 11.07 Original Subordinated Percentage...............................1
Section 11.08 Original Class B-1 Percentage..................................1
Section 11.09 Original Class B-2 Percentage..................................1
Section 11.10 Original Class B-3 Percentage..................................2
Section 11.11 Original Class B-4 Percentage..................................2
Section 11.12 Original Class B-5 Percentage..................................2
Section 11.13 Original Class B-6 Percentage..................................2
Section 11.14 Original Class B Principal Balance.............................2
Section 11.15 Original Principal Balances of the Classes of
Class B Certificates..........................................2
Section 11.16 Original Class B-1 Fractional Interest.........................2
Section 11.17 Original Class B-2 Fractional Interest.........................2
Section 11.18 Original Class B-3 Fractional Interest.........................2
Section 11.19 Original Class B-4 Fractional Interest.........................2
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.............................................3
Section 11.26 Master Servicing Fee Rate......................................3
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1999-3 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Other
Servicers EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and for
Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of January 28, 1999 executed by
NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION NATIONAL BANK, as
Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
ACCEPTED MASTER SERVICING PRACTICES: Accepted Master Servicing Practices shall
consist of the customary and usual master servicing practices of prudent master
servicing institutions which service mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located, regardless of the date upon which the related Mortgage Loans were
originated.
ACCRETION DIRECTED CERTIFICATES: The Class A-3 Certificates.
ACCRETION TERMINATION DATE: The earlier to occur of (i) the Distribution Date
following the Distribution Date on which the Principal Balance of the Accretion
Directed Certificates has been reduced to zero or (ii) the Cross-Over Date.
ACCRUAL CERTIFICATES: The Class A-4 Certificates.
ACCRUAL DISTRIBUTION AMOUNT: As to any Distribution Date prior to the Accretion
Termination Date, an amount equal to the sum of (i) the Class A Interest
Percentage of the Accrual Certificates of the Current Class A Interest
Distribution Amount and (ii) the Class A Interest Shortfall Percentage of the
Accrual Certificates of the amount distributed in respect of the Classes of
Class A Certificates pursuant to Paragraph second of Section 4.01(a) on such
Distribution Date. As to any Distribution Date on or after the Accretion
Termination Date, zero.
ADJUSTED POOL AMOUNT: With respect to any Distribution Date, the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
ADJUSTED POOL AMOUNT (PO PORTION): With respect to any Distribution Date, the
sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
ADJUSTED PRINCIPAL BALANCE: As to any Distribution Date and any Class of Class B
Certificates, the greater of (A) zero and (B) (i) the Principal Balance of such
Class with respect to such Distribution Date minus (ii) the Adjustment Amount
for such Distribution Date less the Principal Balances for any Classes of Class
B Certificates with higher numerical designations.
ADJUSTMENT AMOUNT: For any Distribution Date, the difference between (A) the sum
of the Class A Principal Balance and Class B Principal Balance as of the related
Determination Date and (B) the sum of (i) the sum of the Class A Principal
Balance and Class B Principal Balance as of the Determination Date succeeding
such Distribution Date, (ii) the principal portion of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a) for such Distribution Date without regard to the
provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
AGGREGATE CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date, the
aggregate amount distributable to the Classes of Class A Certificates pursuant
to Paragraphs first, second, third and fourth of Section 4.01(a) on such
Distribution Date.
AGGREGATE CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date, an
amount equal to the sum of the Class A Unpaid Interest Shortfalls for all the
Classes of Class A Certificates.
AGGREGATE CURRENT BANKRUPTCY LOSSES: With respect to any Distribution Date,
the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
AGGREGATE CURRENT FRAUD LOSSES: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
AGGREGATE CURRENT SPECIAL HAZARD LOSSES: With respect to any Distribution Date,
the sum of all Special Hazard Losses incurred on any of the Mortgage Loans in
the month preceding the month of such Distribution Date.
AGGREGATE FORECLOSURE PROFITS: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
AGREEMENT: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
APPLICABLE UNSCHEDULED PRINCIPAL RECEIPT PERIOD: With respect to the Mortgage
Loans serviced by each Servicer and each of Full Unscheduled Principal Receipts
and Partial Unscheduled Principal Receipts, the Unscheduled Principal Receipt
Period specified on Schedule I hereto, as amended from time to time by the
Master Servicer pursuant to Section 10.01(b) hereof.
AUTHENTICATING AGENT: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11. There shall initially be no Authenticating Agent
for the Certificates.
AVAILABLE MASTER SERVICER COMPENSATION: As to any Distribution Date, the sum of
(a) the Master Servicing Fee for such Distribution Date, (b) interest earned
through the business day preceding the applicable Distribution Date on any
Prepayments in Full remitted to the Master Servicer and (c) the aggregate amount
of Month End Interest remitted by the Servicers to the Master Servicer pursuant
to the related Servicing Agreements.
BANKRUPTCY CODE: The Bankruptcy Code of 1978, as amended.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Deficient Valuation or
Debt Service Reduction; PROVIDED, HOWEVER, that a Bankruptcy Loss shall not be
deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trustee in writing that such Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
BANKRUPTCY LOSS AMOUNT: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$105,782.15 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 and Class A-5
Certificates, beneficial ownership and transfers of which shall be evidenced by,
and made through, book entries by the Clearing Agency as described in Section
5.01(b).
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a legal
holiday in the City of New York, State of Iowa, State of Maryland, State of
Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
CERTIFICATE: Any one of the Class A Certificates or Class B Certificates.
CERTIFICATE ACCOUNT: The trust account established and maintained by the
Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible
Account.
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trustee.
CERTIFICATEHOLDER OR HOLDER: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
CLASS: All certificates whose form is identical except for variations in the
Percentage Interest evidenced thereby.
CLASS A CERTIFICATE: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-PO Certificates and Class A-R Certificate.
CLASS A CERTIFICATEHOLDER: The registered holder of a Class A Certificate.
CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date and any Class of Class
A Certificates (other than the Class A-4 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). As to the
Class A-4 Certificates, (a) as to any Distribution Date prior to the Accretion
Termination Date, the amount distributable to the Accrual Certificates pursuant
to the provisos in Paragraphs first and second of Section 4.01(a) and Paragraph
third clause (A) of Section 4.01(a) and (b) as to any Distribution Date on or
after the Accretion Termination Date, the amount distributable to the Accrual
Certificates pursuant to Paragraphs first, second and third clause (A) of
Section 4.01(a). As to any Distribution Date and the Class A-PO Certificates,
the amount distributable to the Class A-PO Certificates pursuant to Paragraphs
third clause (B) and fourth of Section 4.01(a) on such Distribution Date.
CLASS A FIXED PASS-THROUGH RATE: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
CLASS A INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum of the
Interest Accrual Amounts for the Classes of Class A Certificates with respect to
such Distribution Date.
CLASS A INTEREST PERCENTAGE: As to any Distribution Date and any Class of Class
A Certificates (other than the Class A-PO Certificates), the percentage
calculated by dividing the Interest Accrual Amount of such Class (determined
without regard to clause (ii) of the definition thereof) by the Class A Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Interest Accrual Amount).
CLASS A INTEREST SHORTFALL AMOUNT: As to any Distribution Date and any Class of
Class A Certificates, any amount by which the Interest Accrual Amount of such
Class with respect to such Distribution Date exceeds the amount distributed in
respect of such Class on such Distribution Date pursuant to Paragraph first of
Section 4.01(a) including, in the case of the Accrual Certificates prior to the
Accretion Termination Date, the amount included in the Accrual Distribution
Amount pursuant to clause (i) of the definition thereof.
CLASS A INTEREST SHORTFALL PERCENTAGE: As to any Distribution Date and any Class
of Class A Certificates, the percentage calculated by dividing the Class A
Unpaid Interest Shortfall for such Class by the Aggregate Class A Unpaid
Interest Shortfall determined as of the Business Day preceding the applicable
Distribution Date.
CLASS A LOSS DENOMINATOR: As to any Determination Date, an amount equal to the
sum of (i) the Principal Balances of the Class A Certificates (other than the
Accrual Certificates and the Class A-PO Certificates) and (ii) with respect to
the Accrual Certificates, the lesser of the Principal Balance of the Accrual
Certificates and the Original Principal Balance of the Accrual Certificates.
CLASS A LOSS PERCENTAGE: As to any Determination Date and any Class of Class A
Certificates (other than the Class A-PO Certificates) then outstanding, the
percentage calculated by dividing the Principal Balance of such Class (or, in
the case of the Accrual Certificates, the Original Principal Balance of such
Class, if lower) by the Class A Loss Denominator (determined without regard to
any such Principal Balance of any Class of Class A Certificates not then
outstanding), in each case determined as of the preceding Determination Date.
CLASS A NON-PO OPTIMAL AMOUNT: As to any Distribution Date, the sum for such
Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the Aggregate
Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal Principal
Amount.
CLASS A NON-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee 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).
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 Accrual Distribution Amount, 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-1, Class A-2, Class A-3, Class A-4,
Class A-5 and Class A-R Certificates, the Class A Fixed Pass-Through Rate. The
Class A-PO Certificates are not entitled to interest and have no Class A
Pass-Through Rate.
CLASS A PERCENTAGE: As to any Distribution Date occurring on or prior to the
Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
CLASS A PREPAYMENT PERCENTAGE: As to any Distribution Date to and including the
Distribution Date in 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 Trustee, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
CLASS A PRINCIPAL BALANCE: As of any date, an amount equal to the sum of the
Principal Balances for the Class A-1 Certificates, Class A-2 Certificates, Class
A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-PO
Certificates and Class A-R Certificate.
CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date and any Class of
Class A Certificates, the amount, if any, by which the aggregate of the Class A
Interest Shortfall Amounts for such Class for prior Distribution Dates is in
excess of the amounts distributed in respect of such Class (or in the case of
the Accrual Certificates prior to the 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).
CLASS A-1 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-1 and Exhibit C hereto.
CLASS A-1 CERTIFICATEHOLDER: The registered holder of a Class A-1 Certificate.
CLASS A-2 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-2 and Exhibit C hereto.
CLASS A-2 CERTIFICATEHOLDER: The registered holder of a Class A-2 Certificate.
CLASS A-3 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-3 and Exhibit C hereto.
CLASS A-3 CERTIFICATEHOLDER: The registered holder of a Class A-3 Certificate.
CLASS A-4 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-4 and Exhibit C hereto.
CLASS A-4 CERTIFICATEHOLDER: The registered holder of a Class A-4 Certificate.
CLASS A-5 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-5 and Exhibit C hereto.
CLASS A-5 CERTIFICATEHOLDER: The registered holder of a Class A-5 Certificate.
CLASS A-PO CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-PO and Exhibit C hereto.
CLASS A-PO CERTIFICATEHOLDER: The registered holder of a Class A-PO
Certificate.
CLASS A-PO DEFERRED AMOUNT: For any Distribution Date prior to the Cross-Over
Date, the difference between (A) the sum of (x) the amount by which the sum of
the Class A-PO Optimal Principal Amounts for all prior Distribution Dates
exceeded the amounts distributed on the Class A-PO Certificates on such prior
Distribution Dates pursuant to Paragraph third clause (B) of Section 4.01(a) and
(y) the sum of the product for each Discount Mortgage Loan which became a
Liquidated Loan at any time on or prior to the last day of the applicable
Unscheduled Principal Receipt Period for the current Distribution Date of (a)
the PO Fraction for such Discount Mortgage Loan and (b) an amount equal to the
principal portion of Realized Losses (other than Bankruptcy Losses due to Debt
Service Reductions) incurred with respect to such Mortgage Loan other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
and (B) amounts distributed on the Class A-PO Certificates on prior Distribution
Dates pursuant to Paragraph fourth of Section 4.01(a). On and after the
Cross-Over Date, the Class A-PO Deferred Amount will be zero. No interest will
accrue on any Class A-PO Deferred Amount.
CLASS A-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum as to each Outstanding Mortgage Loan, of the product of (x) the
PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by the Seller during such preceding month pursuant to Section
2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage
Loan substituted for a defective Mortgage Loan during the month preceding
the month in which such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
the applicable Servicer, the Master Servicer or the Trustee in respect of
such defective Mortgage Loan.
CLASS A-R CERTIFICATE: The Certificate executed by the Trustee and authenticated
by the Trustee or the Authenticating Agent in substantially the form set forth
in Exhibit A-R and Exhibit C hereto.
CLASS A-R CERTIFICATEHOLDER: The registered holder of the Class A-R
Certificate.
CLASS B CERTIFICATE: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
CLASS B CERTIFICATEHOLDER: The registered holder of a Class B Certificate.
CLASS B DISTRIBUTION AMOUNT: Any of the Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 or Class B-6 Distribution Amounts.
CLASS B INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum of the
Interest Accrual Amounts for the Classes of Class B Certificates with respect to
such Distribution Date.
CLASS B INTEREST PERCENTAGE: As to any Distribution Date and any Class of Class
B Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class B Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
CLASS B INTEREST SHORTFALL AMOUNT: Any of the Class B-1 Interest Shortfall
Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall
Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount
or Class B-6 Interest Shortfall Amount.
CLASS B LOSS PERCENTAGE: As to any Determination Date and any Class of Class B
Certificates then outstanding, the percentage calculated by dividing the
Principal Balance of such Class B by the Class B Principal Balance (determined
without regard to any Principal Balance of any Class of Class B Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
CLASS B PASS-THROUGH RATE: As to any Distribution Date, 6.000% per annum.
CLASS B PERCENTAGE: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage
or Class B-6 Percentage.
CLASS B PREPAYMENT PERCENTAGE: Any of the Class B-1 Prepayment Percentage, Class
B-2 Prepayment Percentage, Class B-3 Prepayment Percentage, Class B-4 Prepayment
Percentage, Class B-5 Prepayment Percentage or Class B-6 Prepayment Percentage.
CLASS B PRINCIPAL BALANCE: As of any date, an amount equal to the sum of the
Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal
Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and Class B-6
Principal Balance.
CLASS B UNPAID INTEREST SHORTFALL: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
CLASS B-1 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-1 and Exhibit C hereto.
CLASS B-1 CERTIFICATEHOLDER: The registered holder of a Class B-1 Certificate.
CLASS B-1 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
CLASS B-1 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-1 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-1 Certificates on such Distribution Date pursuant to Paragraph fifth of
Section 4.01(a).
CLASS B-1 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
CLASS B-1 PERCENTAGE: As to any Distribution Date, the percentage calculated by
multiplying the Subordinated Percentage by either (i) if any Class B
Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
CLASS B-1 PREPAYMENT PERCENTAGE: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Prepayment Percentage by either (i)
if any Class B Certificates (other than the Class B-1 Certificates) are eligible
to receive principal distributions for such Distribution Date in accordance with
Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d) or
(ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
CLASS B-1 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-1 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-1 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-1 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
CLASS B-1 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-1 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-1 Certificates on prior Distribution Dates pursuant to Paragraph
sixth of Section 4.01(a).
CLASS B-2 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-2 and Exhibit C hereto.
CLASS B-2 CERTIFICATEHOLDER: The registered holder of a Class B-2 Certificate.
CLASS B-2 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
CLASS B-2 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-2 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-2 Certificates on such Distribution Date pursuant to Paragraph eighth of
Section 4.01(a).
CLASS B-2 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
CLASS B-2 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Percentage for such
Distribution Date will be zero.
CLASS B-2 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-2 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-2 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-2 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and (B) as
a result of a Principal Adjustment and (b) the Realized Losses allocated through
such Determination Date to the Class B-2 Certificates pursuant to Section
4.02(b) and (ii) the Adjusted Pool Amount as of the preceding Distribution Date
less the sum of the Class A Principal Balance and the Class B-1 Principal
Balance as of such Determination Date.
CLASS B-2 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-2 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-2 Certificates on prior Distribution Dates pursuant to Paragraph
ninth of Section 4.01(a).
CLASS B-3 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-3 and Exhibit C hereto.
CLASS B-3 CERTIFICATEHOLDER: The registered holder of a Class B-3 Certificate.
CLASS B-3 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
CLASS B-3 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-3 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-3 Certificates on such Distribution Date pursuant to Paragraph eleventh of
Section 4.01(a).
CLASS B-3 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
CLASS B-3 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Percentage for such
Distribution Date will be zero.
CLASS B-3 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-3 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-3 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-3 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-3 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.
CLASS B-3 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-3 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-3 Certificates on prior Distribution Dates pursuant to Paragraph
twelfth of Section 4.01(a).
CLASS B-4 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-4 and Exhibit C hereto.
CLASS B-4 CERTIFICATEHOLDER: The registered holder of a Class B-4 Certificate.
CLASS B-4 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
CLASS B-4 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-4 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-4 Certificates on such Distribution Date pursuant to Paragraph fourteenth of
Section 4.01(a).
CLASS B-4 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
CLASS B-4 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Percentage for such
Distribution Date will be zero.
CLASS B-4 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-4 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-4 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-4 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-4 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
CLASS B-4 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-4 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-4 Certificates on prior Distribution Dates pursuant to Paragraph
fifteenth of Section 4.01(a).
CLASS B-5 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-5 and Exhibit C hereto.
CLASS B-5 CERTIFICATEHOLDER: The registered holder of a Class B-5 Certificate.
CLASS B-5 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
CLASS B-5 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-5 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-5 Certificates on such Distribution Date pursuant to Paragraph seventeenth of
Section 4.01(a).
CLASS B-5 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
CLASS B-5 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Percentage for such
Distribution Date will be zero.
CLASS B-5 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-5 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-5 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-5 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-5 Certificates on prior
Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-5 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
CLASS B-5 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-5 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-5 Certificates on prior Distribution Dates pursuant to Paragraph
eighteenth of Section 4.01(a).
CLASS B-6 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-6 and Exhibit C hereto.
CLASS B-6 CERTIFICATEHOLDER: The registered holder of a Class B-6 Certificate.
CLASS B-6 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
CLASS B-6 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-6 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-6 Certificates on such Distribution Date pursuant to Paragraph twentieth of
Section 4.01(a).
CLASS B-6 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
CLASS B-6 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with the provisions of Section 4.01(d)(i), the Class B-6 Percentage
for such Distribution Date will be zero. CLASS B-6 PREPAYMENT PERCENTAGE: As to
any Distribution Date, except as set forth in the next sentence, the percentage
calculated by multiplying (i) the Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with the provisions of Section 4.01(d)(i), the Class B-6 Prepayment
Percentage for such Distribution Date will be zero.
CLASS B-6 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-6 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-6 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-6 Certificates on prior
Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a) and
(b) the Realized Losses allocated through such Determination Date to the Class
B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount
as of the preceding Distribution Date less the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
CLASS B-6 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-6 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-6 Certificates on prior Distribution Dates pursuant to Paragraph
twenty-first of Section 4.01(a).
CLEARING AGENCY: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
CLEARING AGENCY PARTICIPANT: A broker, dealer, bank, financial institution or
other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
CLOSING DATE: The date of initial issuance of the Certificates, as set forth
in Section 11.21.
CODE: The Internal Revenue Code of 1986, as it may be amended from time to time,
any successor statutes thereto, and applicable U.S. Department of the Treasury
temporary or final regulations promulgated thereunder.
COMPENSATING INTEREST: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
CO-OP SHARES: Shares issued by private non-profit housing corporations.
CORPORATE TRUST OFFICE: The principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which
office, at the date of the execution of this instrument is located at 230 South
Tryon Street, Charlotte, North Carolina 28288.
CROSS-OVER DATE: The Distribution Date preceding the first Distribution Date on
which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
CROSS-OVER DATE INTEREST SHORTFALL: With respect to any Distribution Date that
occurs on or after the Cross-Over Date with respect to any Unscheduled Principal
Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
on or after the Determination Date in the month preceding
the month of such Distribution Date but prior to the first
day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the
month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt Period is the Prior Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
during the month preceding the month of such Distribution
Date, the amount of interest that would have accrued at the
Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month in which such Unscheduled Principal
Receipt is received.
CURRENT CLASS A INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date, the
amount distributed in respect of the Classes of Class A Certificates pursuant to
Paragraph first of Section 4.01(a) on such Distribution Date.
CURRENT CLASS B INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date, the
amount distributed in respect of the Classes of Class B Certificates pursuant to
Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of
Section 4.01(a) on such Distribution Date.
CURRENT CLASS B-1 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Certificates by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-1 Fractional Interest.
CURRENT CLASS B-2 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-2
Fractional Interest.
CURRENT CLASS B-3 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-4, Class B-5 and Class B-6 Certificates by the
sum of the Class A Non-PO Principal Balance and the Class B Principal Balance.
As to the first Distribution Date, the Original Class B-3 Fractional Interest.
CURRENT CLASS B-4 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-5 and Class B-6 Certificates by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance. As to the
first Distribution Date, the Original Class B-4 Fractional Interest.
CURRENT CLASS B-5 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the Principal
Balance of the Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-5 Fractional Interest.
CURTAILMENT: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
CUSTODIAL AGREEMENT: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trustee, substantially in the form of Exhibit E hereto, as the same may be
amended or modified from time to time in accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
CUSTODIAN: Initially, the Trustee, and thereafter the Custodian, if any,
hereafter appointed by the Trustee pursuant to Section 8.13, or its successor in
interest under the Custodial Agreement. The Custodian may (but need not) be the
Trustee or any Person directly or indirectly controlling or controlled by or
under common control of 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.
DCR: Duff and Phelps Credit Rating Co., or its successor in interest.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation by a court
of competent jurisdiction of the Mortgaged Property in an amount less than the
then-outstanding indebtedness under the Mortgage Loan, or any reduction in the
amount of principal to be paid in connection with any scheduled Monthly Payment
that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: As defined in Section 5.01(b).
DENOMINATION: The amount, if any, specified on the face of each Certificate
representing the principal portion of the Cut-Off Date Aggregate Principal
Balance evidenced by such Certificate.
DETERMINATION DATE: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
DISCOUNT MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest Rate of
less than 6.000%.
DISTRIBUTION DATE: The 25th day of any month, beginning in the month following
the month of initial issuance of the Certificates, or if such 25th day is not a
Business Day, the Business Day following such 25th day.
DUE DATE: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
ELIGIBLE ACCOUNT: One or more accounts (i) that are maintained with a depository
institution (which may be the Master Servicer) whose long-term debt obligations
(or, in the case of a depository institution which is part of a holding company
structure, the long-term debt obligations of such parent holding company) at the
time of deposit therein are rated at least "AA" (or the equivalent) by each of
the Rating Agencies, (ii) the deposits in which are fully insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance
Fund, (iii) the deposits in which are insured by the FDIC through either the
Bank Insurance Fund or the Savings Association Insurance Fund (to the limit
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured, as evidenced by an Opinion of Counsel delivered to the
Trustee, such that the Trustee, on behalf of the Certificateholders has a claim
with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any federal tax on
the REMIC.
ELIGIBLE INVESTMENTS: At any time, any one or more of the following obligations
and securities which shall mature not later than the Business Day preceding the
Distribution Date next succeeding the date of such investment, provided that
such investments continue to qualify as "cash flow investments" as defined in
Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any state
of the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such instrument
evidences either (i) a right to receive only interest payments with respect to
the obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the interest
and principal payments with respect to such instrument provide a yield to
maturity at the date of investment of greater than 120% of the yield to maturity
at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA PROHIBITED HOLDER: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing Agreements.
EVENT OF DEFAULT: Any of the events specified in Section 7.01.
EXCESS BANKRUPTCY LOSS: With respect to any Distribution Date and any Mortgage
Loan as to which a Bankruptcy Loss is realized in the month preceding the month
of such Distribution Date, (i) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date exceed the then-applicable Bankruptcy Loss
Amount, then the portion of such Bankruptcy Loss represented by the ratio of (a)
the excess of the Aggregate Current Bankruptcy Losses over the then-applicable
Bankruptcy Loss Amount, divided by (b) the Aggregate Current Bankruptcy Losses
or (ii) if the Aggregate Current Bankruptcy Losses with respect to such
Distribution Date are less than or equal to the then-applicable Bankruptcy Loss
Amount, then zero. In addition, any Bankruptcy Loss occurring with respect to a
Mortgage Loan on or after the Cross-Over Date will be an Excess Bankruptcy Loss.
EXCESS FRAUD LOSS: With respect to any Distribution Date and any Mortgage Loan
as to which a Fraud Loss is realized in the month preceding the month of such
Distribution Date, (i) if the Aggregate Current Fraud Losses with respect to
such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
EXCESS SPECIAL HAZARD LOSS: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
EXHIBIT F-1 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit F-1
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced 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 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-PO, Class A-R, Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates is
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.
FIXED RETAINED YIELD: The fixed percentage of interest on each Mortgage Loan
with a Mortgage Interest Rate greater than the sum of (a) 6.000%, (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) 6.000%, (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 $5,000,111.74 minus the aggregate amount of Fraud Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date, and (Y) from the first through fifth anniversary of the Cut-Off Date, an
amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-Off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the most
recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
FULL UNSCHEDULED PRINCIPAL RECEIPT: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
HOLDER: See "Certificateholder."
INDEPENDENT: When used with respect to any specified Person, such Person who (i)
is in fact independent of the Seller, the Master Servicer and any Servicer, (ii)
does not have any direct financial interest or any material indirect financial
interest in the Seller or the Master Servicer or any Servicer or in an affiliate
of either, and (iii) is not connected with the Seller, the Master Servicer or
any Servicer as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
INSURANCE POLICY: Any insurance or performance bond relating to a Mortgage Loan
or the Mortgage Loans, including any hazard insurance, special hazard insurance,
flood insurance, primary mortgage insurance, mortgagor bankruptcy bond or title
insurance.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
INSURED EXPENSES: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
INTEREST ACCRUAL AMOUNT: As to any Distribution Date and any Class of Class A
Certificates (other than the Class A-PO Certificates), (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 Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates, an amount
equal to (i) the product of 1/12th of the Class B Pass-Through Rate and the
Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class B Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class B Certificates
with respect to such Distribution Date and (y) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
LIQUIDATED LOAN: A Mortgage Loan with respect to which the related Mortgaged
Property has been acquired, liquidated or foreclosed and with respect to which
the applicable Servicer determines that all Liquidation Proceeds which it
expects to recover have been recovered.
LIQUIDATED LOAN LOSS: With respect to any Distribution Date, the aggregate of
the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
LIQUIDATION EXPENSES: Expenses incurred by a Servicer in connection with the
liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trustee pursuant hereto respecting the
related Mortgage Loan, including any unreimbursed advances for real property
taxes or for property restoration or preservation of the related Mortgaged
Property. Liquidation Expenses shall not include any previously incurred
expenses in respect of an REO Mortgage Loan which have been netted against
related REO Proceeds.
LIQUIDATION PROCEEDS: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
LOAN-TO-VALUE RATIO: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
MASTER SERVICER: Norwest Bank Minnesota, National Association, or its
successor in interest.
MASTER SERVICING FEE: With respect to any Mortgage Loan and any Distribution
Date, the fee payable monthly to the Master Servicer pursuant to Section 6.05
equal to a fixed percentage (expressed as a per annum rate) of the unpaid
principal balance of such Mortgage Loan.
MASTER SERVICING FEE RATE: As set forth in Section 11.26.
MID-MONTH RECEIPT PERIOD: With respect to each Distribution Date, the one month
period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MONTH END INTEREST: As defined in each Servicing Agreement.
MONTHLY PAYMENT: As to any Mortgage Loan (including any REO Mortgage Loan) and
any Due Date, the payment of principal and interest due thereon in accordance
with the amortization schedule at the time applicable thereto (after adjustment
for any Curtailments and Deficient Valuations occurring prior to such Due Date
but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
MORTGAGE: The mortgage, deed of trust or other instrument creating a first lien
on Mortgaged Property securing a Mortgage Note together with any Mortgage Loan
Rider, if applicable.
MORTGAGE INTEREST RATE: As to any Mortgage Loan, the per annum rate at which
interest accrues on the unpaid principal balance thereof as set forth in the
related Mortgage Note, which rate is as indicated on the Mortgage Loan Schedule.
MORTGAGE LOAN 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
Trustee on the Closing Date as part of the Trust Estate and attached hereto as
Exhibits F-1 and F-2, 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 applicable 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-2 Mortgage Loan, the name of the Servicer
with respect thereto.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
MORTGAGE LOANS: Each of the mortgage loans transferred and assigned to the
Trustee on the Closing Date pursuant to Section 2.01 and any mortgage loans
substituted therefor pursuant to Section 2.02 or 2.03, in each case as from time
to time are included in the Trust Estate as identified in the Mortgage Loan
Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
MORTGAGED PROPERTY: The property subject to a Mortgage, which may include
Co-op Shares or residential long-term leases.
MORTGAGOR: The obligor on a Mortgage Note.
NET FORECLOSURE PROFITS: As to any Distribution Date, the amount, if any, by
which (i) Aggregate Foreclosure Profits with respect to such Distribution Date
exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
NET LIQUIDATION PROCEEDS: As to any defaulted Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
NET MORTGAGE INTEREST RATE: With respect to each Mortgage Loan, a rate equal to
(i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum of (a)
the applicable Servicing Fee Rate, (b) the Master Servicing Fee Rate 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 6.000%.
NONRECOVERABLE ADVANCE: Any portion of a Periodic Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed to the Servicer, the Master Servicer or the Trustee, as the case may
be, and which the Servicer, the Master Servicer or the Trustee determines will
not, or in the case of a proposed Periodic Advance would not, be ultimately
recoverable from Liquidation Proceeds or other recoveries in respect of the
related Mortgage Loan. The determination by the Servicer, the Master Servicer or
the Trustee (i) that it has made a Nonrecoverable Advance or (ii) that any
proposed Periodic Advance, if made, would constitute a Nonrecoverable Advance,
shall be evidenced by an Officer's Certificate of the Servicer delivered to the
Master Servicer for redelivery to the Trustee or, in the case of a Master
Servicer determination, an Officer's Certificate of the Master Servicer or
delivered to the Trustee, in each case detailing the reasons for such
determination.
NON-SUPPORTED INTEREST SHORTFALL: With respect to any Distribution Date, the
excess, if any, of the aggregate Prepayment Interest Shortfall on the Mortgage
Loans over the aggregate Compensating Interest with respect to such Distribution
Date. With respect to each Distribution Date occurring on or after the
Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to the
preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance and the Class B Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal Balance
and the Class B Principal Balance.
NON-U.S. PERSON: As defined in Section 4.01(f).
NORWEST MORTGAGE: Norwest Mortgage, Inc., or its successor in interest.
NORWEST MORTGAGE CORRESPONDENTS: The entities listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
NORWEST SERVICING AGREEMENT: The Servicing Agreement providing for the
servicing of the Exhibit F-1 Mortgage Loans initially by Norwest Mortgage.
OFFICERS' CERTIFICATE: With respect to any Person, a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the Treasurer,
the Secretary or one of the Assistant Treasurers or Assistant Secretaries of
such Person (or, in the case of a Person which is not a corporation, signed by
the person or persons having like responsibilities), and delivered to the
Trustee.
OPINION OF COUNSEL: A written opinion of counsel, who may be outside or salaried
counsel for the Seller, a Servicer or the Master Servicer, or any affiliate of
the Seller, a Servicer or the Master Servicer, acceptable to the Trustee if such
opinion is to be delivered to the Trustee; PROVIDED, HOWEVER, that with respect
to REMIC matters, matters relating to the determination of Eligible Accounts or
matters relating to transfers of Certificates, such counsel shall be
Independent.
OPTIMAL ADJUSTMENT EVENT: With respect to any Class of Class B Certificates and
any Distribution Date, an Optimal Adjustment Event will occur with respect to
such Class if: (i) the Principal Balance of such Class on the Determination Date
succeeding such Distribution Date would have been reduced to zero (regardless of
whether such Principal Balance was reduced to zero as a result of principal
distribution or the allocation of Realized Losses) and (ii) (a) the Principal
Balance of any Class of Class A Certificates would be subject to further
reduction as a result of the third or fifth sentences of the definition of
Principal Balance or (b) the Principal Balance of a Class of Class B
Certificates with a lower numerical designation would be reduced with respect to
such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
ORIGINAL CLASS A PERCENTAGE: The Class A Percentage as of the Cut-Off Date,
as set forth in Section 11.04.
ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE: The sum of the Original Principal
Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class
A-R Certificates, as set forth in Section 11.06.
ORIGINAL CLASS B PRINCIPAL BALANCE: The sum of the Original Class B-1 Principal
Balance, Original Class B-2 Principal Balance, Original Class B-3 Principal
Balance, Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and Original Class B-6 Principal Balance, as set forth in Section 11.14.
ORIGINAL CLASS B-1 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance, Original Class B-5 Principal Balance and the Original Class
B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
ORIGINAL CLASS B-2 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-2 Fractional Interest is specified in Section 11.17.
ORIGINAL CLASS B-3 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance, the Original Class B-5 Principal Balance and the Original Class B-6
Principal Balance by the sum of the Original Class A Non-PO Principal Balance
and the Original Class B Principal Balance. The Original Class B-3 Fractional
Interest is specified in Section 11.18.
ORIGINAL CLASS B-4 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-4 Fractional Interest is specified in Section 11.19.
ORIGINAL CLASS B-5 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the Original Class B-6 Principal Balance by the
sum of the Original Class A Non-PO Principal Balance and the Original Class B
Principal Balance. The Original Class B-5 Fractional Interest is specified in
Section 11.20.
ORIGINAL CLASS B-1 PERCENTAGE: The Class B-1 Percentage as of the Cut-Off
Date, as set forth in Section 11.08.
ORIGINAL CLASS B-2 PERCENTAGE: The Class B-2 Percentage as of the Cut-Off
Date, as set forth in Section 11.09.
ORIGINAL CLASS B-3 PERCENTAGE: The Class B-3 Percentage as of the Cut-Off
Date, as set forth in Section 11.10.
ORIGINAL CLASS B-4 PERCENTAGE: The Class B-4 Percentage as of the Cut-Off
Date, as set forth in Section 11.11.
ORIGINAL CLASS B-5 PERCENTAGE: The Class B-5 Percentage as of the Cut-Off
Date, as set forth in Section 11.12.
ORIGINAL CLASS B-6 PERCENTAGE: The Class B-6 Percentage as of the Cut-Off
Date, as set forth in Section 11.13.
ORIGINAL CLASS B-1 PRINCIPAL BALANCE: The Class B-1 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-2 PRINCIPAL BALANCE: The Class B-2 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-3 PRINCIPAL BALANCE: The Class B-3 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-4 PRINCIPAL BALANCE: The Class B-4 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-5 PRINCIPAL BALANCE: The Class B-5 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-6 PRINCIPAL BALANCE: The Class B-6 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
ORIGINAL PRINCIPAL BALANCE: Any of the Original Principal Balances of the
Classes of Class A Certificates as set forth in Section 11.05; the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance or Original Class B-6 Principal Balance as set forth
in Section 11.15.
ORIGINAL SUBORDINATED PERCENTAGE: The Subordinated Percentage as of the
Cut-Off Date, as set forth in Section 11.07.
OTHER SERVICER: Any of the Servicers other than Norwest Mortgage.
OTHER SERVICING AGREEMENTS: The Servicing Agreements other than the Norwest
Servicing Agreement.
OUTSTANDING MORTGAGE LOAN: As to any Due Date, a Mortgage Loan (including an REO
Mortgage Loan) which was not the subject of a Full Unscheduled Principal Receipt
prior to such Due Date and which was not repurchased by the Seller prior to such
Due Date pursuant to Section 2.02 or 2.03.
OWNER MORTGAGE LOAN FILE: A file maintained by the Trustee (or the Custodian, if
any) for each Mortgage Loan that contains the documents specified in the
Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
PAC CERTIFICATES: The Class A-1 and Class A-2 Certificates.
PAC PRINCIPAL AMOUNT: As defined in Section 4.01(b).
PARTIAL LIQUIDATION PROCEEDS: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated
Loan.
PARTIAL UNSCHEDULED PRINCIPAL RECEIPT: An Unscheduled Principal Receipt which
is not a Full Unscheduled Principal Receipt.
PAYING AGENT: The Person authorized on behalf of the Trustee, as agent for the
Master Servicer, to make distributions to Certificateholders with respect to the
Certificates and to forward to Certificateholders the periodic and annual
statements required by Section 4.04. The Paying Agent may be any Person directly
or indirectly controlling or controlled by or under common control with the
Master Servicer and may be the Trustee. The initial Paying Agent is appointed in
Section 4.03(a).
PAYMENT ACCOUNT: The account maintained pursuant to Section 4.03(b).
PERCENTAGE INTEREST: With respect to a Class of 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 of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
PERIODIC ADVANCE: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trustee hereunder, the amount of any such advances being
equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
PERSON: Any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
PLAN: As defined in Section 5.02(c).
PO FRACTION: With respect to any Discount Mortgage Loan, the difference between
1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any other
Mortgage Loan, zero.
POOL BALANCE (NON-PO PORTION): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
POOL BALANCE (PO PORTION): As of any Distribution Date, the sum of the amounts
for each Mortgage Loan that is an Outstanding Mortgage Loan of the product of
(i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled Principal
Balance of such Mortgage Loan.
POOL DISTRIBUTION AMOUNT: As of any Distribution Date, the funds eligible for
distribution to the Holders of the Certificates on such Distribution Date, which
shall be the sum of (i) all previously undistributed payments or other receipts
on account of principal and interest on or in respect of the Mortgage Loans
(including, without limitation, the proceeds of any repurchase of a Mortgage
Loan by the Seller and any Substitution Principal Amount) received by the Master
Servicer with respect to the applicable Remittance Date in the month of such
Distribution Date and any Unscheduled Principal Receipts received by the Master
Servicer on or prior to the Business Day preceding such Distribution Date, (ii)
all Periodic Advances made by a Servicer pursuant to the related Servicing
Agreement or Periodic Advances made by the Master Servicer or the Trustee
pursuant to Section 3.03 and (iii) all other amounts required to be placed in
the Certificate Account by the Servicer on or before the applicable Remittance
Date or by the Master Servicer or the Trustee on or prior to the Distribution
Date, but excluding the following:
1. amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trustee has made
one or more unreimbursed Periodic Advances;
2. the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the
Trustee;
3. those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if
any, (ii) the Servicing Fee and (iii) the Master Servicing
Fee;
4. all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in
which such Distribution Date occurs;
5. 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;
6. 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;
7. that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
8. all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
9. 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;
10. Net Foreclosure Profits;
11. Month End Interest; and
12. 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
6.000% 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 the Accrual Certificates and as to
any Distribution Date prior to the Accretion Termination Date, an amount with
respect to such Class equal to the sum of the amounts calculated pursuant to
clauses (i) and (ii) of the definition of Accrual Distribution Amount with
respect to such Distribution Date.
PRINCIPAL ADJUSTMENT: In the event that the Class B-1 Optimal Principal Amount,
Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class
B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class B-6
Optimal Principal Amount is calculated in accordance with the proviso in such
definition with respect to any Distribution Date, the Principal Adjustment for
such Class of Class B Certificates shall equal the difference between (i) the
amount that would have been distributed to such Class as principal in accordance
with Section 4.01(a) for such Distribution Date, calculated without regard to
such proviso and assuming there are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted Principal Balance for such Class.
PRINCIPAL BALANCE: As of the first Determination Date and as to any Class of
Class A Certificates, the Original Principal Balance of such Class. As of any
subsequent Determination Date prior to the Cross-Over Date and as to any Class
of Class A Certificates (other than the Class A-PO Certificates), the Original
Principal Balance of such Class (increased in the case of the Accrual
Certificates by the Principal Accretion Amounts with respect to prior
Distribution Dates for such Accrual Certificates) less the sum of (a) all
amounts previously distributed in respect of such Class on prior Distribution
Dates (i) pursuant to Paragraph third clause (A) of Section 4.01(a), (ii) as a
result of a Principal Adjustment and (iii), if applicable, from the Accrual
Distribution Amounts for such prior Distribution Dates and (b) the Realized
Losses allocated through such Determination Date to such Class pursuant to
Section 4.02(b). After the Cross-Over Date, each such Principal Balance will
also be reduced on each Determination Date by an amount equal to the product of
the Class A Loss Percentage of such Class and the excess, if any, of (i) the
Class A Non-PO Principal Balance as of such Determination Date without regard to
this sentence over (ii) the difference between (A) the Adjusted Pool Amount for
the preceding Distribution Date and (B) the Adjusted Pool Amount (PO Portion)
for the preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over Date and as to
the Class A-PO Certificates, the Original Principal Balance of such Class less
the sum of (a) all amounts previously distributed in respect of the Class A-PO
Certificates on prior Distribution Dates pursuant to Paragraphs third clause (B)
and fourth of Section 4.01(a) and (b) the Realized Losses allocated through such
Determination Date to the Class A-PO Certificates pursuant to Section 4.02(b).
After the Cross-Over Date, such Principal Balance will also be reduced on each
Determination Date by an amount equal to the difference, if any, between such
Principal Balance as of such Determination Date without regard to this sentence
and the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance, respectively.
PRINCIPAL PREPAYMENT: Any Mortgagor payment on a Mortgage Loan which is received
in advance of its Due Date and is not accompanied by an amount representing
scheduled interest for any period subsequent to the date of prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the calendar
month preceding the month in which such Distribution Date occurs.
PRIORITY AMOUNT: For any Distribution Date, the lesser of (i) the Principal
Balance of the Class A-5 Certificates and (ii) the product of (1) the Priority
Percentage, (2) the Shift Percentage and (3) the sum of the Scheduled Principal
Amount and the Unscheduled Principal Amount.
PRIORITY PERCENTAGE: The Principal Balance of the Class A-5 Certificates
divided by the Class A Non-PO Principal Balance.
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 DCR
and S&P. The Rating Agency for the Class B-2, Class B-3, Class B-4 and Class B-5
Certificates is DCR. If any such agency or a successor is no longer in
existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trustee and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean D-1+ in the
case of DCR, A-1+ in the case of S&P and in the case of any other Rating Agency
shall mean its equivalent of such ratings. References herein to the highest
long-term rating categories of a Rating Agency shall mean AAA, and in the case
of any other Rating Agency shall mean its equivalent of such rating without any
plus or minus.
REALIZED LOSSES: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
RECORD DATE: The last Business Day of the month preceding the month of the
related Distribution Date.
RECOVERY: Any amount received on a Mortgage Loan subsequent to such Mortgage
Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code Section
860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC PROVISIONS: Provisions of the federal income tax law relating to REMICs,
which appear at Sections 860A through 860G of Part IV of Subchapter M of Chapter
1 of Subtitle A of the Code, and related provisions, and U.S. Department of the
Treasury temporary, proposed or final regulations promulgated thereunder, as the
foregoing are in effect (or with respect to proposed regulations, are proposed
to be in effect) from time to time.
REMITTANCE DATE: As defined in each of the Servicing Agreements.
REO MORTGAGE LOAN: Any Mortgage Loan which is not a Liquidated Loan and as to
which the indebtedness evidenced by the related Mortgage Note is discharged and
the related Mortgaged Property is held as part of the Trust Estate.
REO PROCEEDS: Proceeds received in respect of any REO Mortgage Loan (including,
without limitation, proceeds from the rental of the related Mortgaged Property).
REQUEST FOR RELEASE: A request for release in substantially the form attached
as Exhibit G hereto.
RESPONSIBLE OFFICER: When used with respect to the Trustee, the Chairman or
Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
RULE 144A: Rule 144A promulgated under the Securities Act of 1933, as amended.
S&P: Standard & Poor's, or its successor in interest.
SCHEDULED PRINCIPAL 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.
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, GMAC Mortgage Corporation, The Huntington
Mortgage Company, Citicorp Mortgage, Inc., Star Bank and Bank of America NT &
SA, as Servicer under the related Servicing Agreement.
SERVICING AGREEMENTS: Each of the Servicing Agreements executed with respect
to a portion of the Mortgage Loans by one of the Servicers, which agreements
are attached hereto, collectively, as Exhibit L.
SERVICING FEE: With respect to any Servicer, as defined in its Servicing
Agreement.
SERVICING FEE RATE: With respect to a Mortgage Loan, as set forth in Section
11.25.
SERVICING OFFICER: Any officer of a Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans.
SHIFT PERCENTAGE: As to any Distribution Date, the percentage indicated below:
Distribution Date Occurring In Shift Percentage
February 1999 through January 2004 0%
February 2004 through January 2005 30%
February 2005 through January 2006 40%
February 2006 through January 2007 60%
February 2007 through January 2008 80%
February 2008 and thereafter 100%
SIMILAR LAW: As defined in Section 5.02(c).
SINGLE CERTIFICATE: A Certificate of any Class that evidences the smallest
permissible Denomination for such Class, as set forth in Section 11.24.
SPECIAL HAZARD LOSS: (i) A Liquidated Loan Loss suffered by a Mortgaged Property
on account of direct physical loss, exclusive of (a) any loss covered by a
hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee, or the Servicer or any of their agents or
employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
SPECIAL HAZARD LOSS AMOUNT: As of any Distribution Date, an amount equal to
$2,500,055.87 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
Hazard Adjustment Amount shall be calculated and shall be equal to the amount,
if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates as evidenced
by letters to that effect delivered by Rating Agencies to the Master Servicer
and the Trustee. On and after the Cross-Over Date, the Special Hazard Loss
Amount shall be zero.
SPECIAL HAZARD PERCENTAGE: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
STARTUP DAY: As defined in Section 2.05.
SUBORDINATED PERCENTAGE: As to any Distribution Date, the percentage which is
the difference between 100% and the Class A Percentage for such date.
SUBORDINATED PREPAYMENT PERCENTAGE: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
SUBSIDY LOAN: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
SUBSTITUTE MORTGAGE LOAN: As defined in Section 2.02.
SUBSTITUTION PRINCIPAL AMOUNT: With respect to any Mortgage Loan substituted in
accordance with Section 2.02 or pursuant to Section 2.03, the excess of (x) the
unpaid principal balance of the Mortgage Loan which is substituted for over (y)
the unpaid principal balance of the Substitute Mortgage Loan, each balance being
determined as of the date of substitution.
T.O.P. MORTGAGE LOAN: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
TRUSTEE: First Union National Bank, a national banking association with its
principal office located in Charlotte, North Carolina, or any successor Trustee
appointed as herein provided.
TRUST ESTATE: The corpus of the trust created by this Agreement, consisting of
the Mortgage Loans (other than any Fixed Retained Yield), such amounts as may be
held from time to time in the Certificate Account (other than any Fixed Retained
Yield), the rights of the Trustee, to receive the proceeds of all insurance
policies and performance bonds, if any, required to be maintained hereunder or
under the related Servicing Agreement and property which secured a Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure.
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.
UNSCHEDULED PRINCIPAL RECEIPT: Any Principal Prepayment or other recovery of
principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
UNSCHEDULED PRINCIPAL RECEIPT PERIOD: Either a Mid-Month Receipt Period or a
Prior Month Receipt Period.
U.S. PERSON: As defined in Section 4.01(f).
VOTING INTEREST: With respect to any provisions hereof providing for the action,
consent or approval of the Holders of all Certificates evidencing specified
Voting Interests in the Trust Estate, the Holders of each Class of Certificates
will collectively be entitled to the then applicable percentage of the aggregate
Voting Interest represented by all Certificates equal to the ratio obtained by
dividing the Principal Balance of such Class by the sum of the Class A Principal
Balance and the Class B Principal Balance. Each Certificateholder of a Class
will have a Voting Interest equal to the product of the Voting Interest to which
such Class is collectively entitled and the Percentage Interest in such Class
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class of Certificates or
specified Classes of Certificates, each Certificateholder of a Class will have a
Voting Interest in such Class equal to such Holder's Percentage Interest in such
Class.
WEIGHTED AVERAGE NET MORTGAGE INTEREST RATE: As to any Distribution Date, a rate
per annum equal to the average, expressed as a percentage of the Net Mortgage
Interest Rates of all Mortgage Loans that were Outstanding Mortgage Loans as of
the Due Date in the month preceding the month of such Distribution Date,
weighted on the basis of the respective Scheduled Principal Balances of such
Mortgage Loans.
Section 1.02 Acts of Holders.
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. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for
any purpose of this Agreement and conclusive in favor of
the Trustee, if made in the manner provided in this Section
1.02. The Trustee shall promptly notify the Master Servicer
in writing of the receipt of any such instrument or writing.
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 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 and the Authenticating Agent) shall be proved
by the Certificate Register, and neither the Trustee, the
Seller nor the Master Servicer shall be affected by any notice
to the contrary.
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 Seller
or the Master Servicer in reliance thereon, whether or not
notation of such action is made upon such Certificate.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of Contents are
for convenience of reference only and shall not affect the interpretation or
construction of this Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied, shall give
to any Person, other than the parties to this Agreement and their successors
hereunder and the Holders of the Certificates any benefit or any legal or
equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does hereby
assign to the Trustee, without recourse all the right, title and interest of the
Seller in and to (a) the Trust Estate, including all interest (other than the
portion, if any, representing the Fixed Retained Yield) and principal received
by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date
(and including scheduled payments of principal and interest due after the
Cut-Off Date but received by the Seller on or before the Cut-Off Date and
Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not
including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial
Custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any
Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment
is in the process of being recorded on the Closing Date, the Seller shall
deliver a copy thereof, certified by Norwest Mortgage or the applicable Norwest
Mortgage Correspondent to be a true and complete copy of the document sent for
recording, and the Seller shall use its best efforts to cause each such original
recorded document or certified copy thereof to be delivered to the Trustee
promptly following its recordation, but in no event later than one (1) year
following the Closing Date. The Seller shall also cause to be delivered to the
Trustee any other original mortgage loan document to be included in the Owner
Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay
from its own funds, without any right of reimbursement therefor, the amount of
any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trustee within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the extent
set forth in the applicable Servicing Agreement, deliver or cause to be
delivered to the Trustee the assignment of the Mortgage Loan from the Seller to
the Trustee in a form suitable for recordation, together with an Opinion of
Counsel to the effect that recording is not required to protect the Trustee's
right, title and interest in and to the related Mortgage Loan or, in case a
court should recharacterize the sale of the Mortgage Loans as a financing, to
perfect a first priority security interest in favor of the Trustee in the
related Mortgage Loan. In the event that the Master Servicer receives notice
that recording is required to protect the right, title and interest of the
Trustee in and to any such Mortgage Loan for which recordation of an assignment
has not previously been required, the Master Servicer shall promptly notify the
Trustee and the Trustee shall within five Business Days (or such other
reasonable period of time mutually agreed upon by the Master Servicer and the
Trustee) of its receipt of such notice deliver each previously unrecorded
assignment to the related Servicer for recordation.
Section 2.02 Acceptance by Trustee.
The Trustee, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents required to be delivered on the Closing Date
pursuant to Section 2.01 above and declares that it holds and will hold such
documents and the other documents constituting a part of the Owner Mortgage Loan
Files delivered to it in trust, upon the trusts herein set forth, for the use
and benefit of all present and future Certificateholders. The Trustee agrees,
for the benefit of Certificateholders, to review each Owner Mortgage Loan File
within 45 days after execution of this Agreement in order to ascertain that all
required documents set forth in Section 2.01 have been executed and received and
appear regular on their face, and that such documents relate to the Mortgage
Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may
rely on the purported due execution and genuineness of any such document and on
the purported genuineness of any signature thereon. If within such 45 day period
the Trustee finds any document constituting a part of an Owner Mortgage Loan
File not to have been executed or received or to be unrelated to the Mortgage
Loans identified in the Mortgage Loan Schedule or not to appear regular on its
face, the Trustee shall promptly (and in no event more than 30 days after the
discovery of such defect) notify the Seller, which shall have a period of 60
days after the date of such notice within which to correct or cure any such
defect. The Seller hereby covenants and agrees that, if any material defect is
not so corrected or cured, the Seller will, not later than 60 days after the
Trustee's notice to it referred to above respecting such defect, either (i)
repurchase the related Mortgage Loan or any property acquired in respect thereof
from the Trust Estate at a price equal to (a) 100% of the unpaid principal
balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest
Rate, less any Fixed Retained Yield, through the last day of the month in which
such repurchase takes place or (ii) if within two years of the Startup Day, or
such other period permitted by the REMIC Provisions, substitute for any Mortgage
Loan to which such material defect relates, a new mortgage loan (a "Substitute
Mortgage Loan") having such characteristics so that the representations and
warranties of the Seller set forth in Section 2.03(b) hereof (other than Section
2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan
originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan
have an unpaid principal balance, as of the date of substitution, greater than
the Scheduled Principal Balance (reduced by the scheduled payment of principal
due on the Due Date in the month of substitution) of the Mortgage Loan for which
it is substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price shall
be deposited by the Seller in the Certificate Account maintained by the Master
Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan,
the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee
and the Substitution Principal Amount, together with (i) interest on such
Substitution Principal Amount at the applicable Net Mortgage Interest Rate to
the following Due Date of such Mortgage Loan which is being substituted for and
(ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances
in respect of interest previously made by the Servicer, the Master Servicer or
the Trustee with respect to such Mortgage Loan, shall be deposited in the
Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the
Due Date in the month of substitution shall not be part of the Trust Estate.
Upon receipt by the Trustee of written notification of any such deposit signed
by an officer of the Seller, or the new Owner Mortgage Loan File, as the case
may be, the Trustee shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. The
failure of the Trustee to give any notice contemplated herein within forty-five
(45) days after the execution of this Agreement shall not affect or relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to this Section
2.02.
The Trustee may, concurrently with the execution and delivery hereof or at any
time thereafter, enter into a Custodial Agreement substantially in the form of
Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the
Mortgage Notes, the Mortgages, the assignments and other documents related to
the Mortgage Loans received by the Trustee, in trust for the benefit of all
present and future Certificateholders, which may provide, among other things,
that the Custodian shall conduct the review of such documents required under the
first paragraph of this Section 2.02.
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller.
1. The Master Servicer hereby represents and warrants to the
Trustee for the benefit of Certificateholders that, as of the
date of execution of this Agreement:
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 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
(i) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Owner Mortgage
Loan Files to the Trustee or the Custodian.
2. The Seller hereby represents and warrants to the Trustee for
the benefit of Certificateholders that, as of the date of
execution of this Agreement, with respect to the Mortgage
Loans, or each Mortgage Loan, as the case may be:
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 Trustee or to the Custodian with,
any Mortgage establishes in the Seller a valid and
subsisting first lien on the property described
therein and the Seller has full right to sell and
assign the same to the Trustee;
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 Trustee or the Custodian pursuant to
Section 2.01;
(ii) 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;
(iii) 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;
e. 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
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shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title
policy affording, in substance, the same protection
afforded by this warranty is furnished to the Trustee
by the Seller;
f. 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;
g. 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;
(iv) 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;
h. 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;
(v) 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;
(vi) 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;
(vii) 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;
i. The Mortgage Loan (except (A) any Mortgage Loan
identified on the Mortgage Loan Schedule as a T.O.P.
Mortgage Loan and (B) any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to
which an opinion of counsel of the type customarily
rendered in such jurisdiction in lieu of title
insurance is instead received) is covered by an
American Land Title Association mortgagee title
insurance policy or other generally acceptable form
of policy or insurance acceptable to FNMA or FHLMC,
issued by a title insurer acceptable to FNMA or FHLMC
insuring the originator, its successors and assigns,
as to the first priority lien of the Mortgage in the
original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property
taxes and assessments not yet due and payable, (B)
covenants, conditions and restrictions, rights of
way, easements and other matters of public record as
of the date of recording of such Mortgage acceptable
to mortgage lending institutions in the area in which
the Mortgaged Property is located or specifically
referred to in the appraisal performed in connection
with the origination of the related Mortgage Loan,
(C) liens created pursuant to any federal, state or
local law, regulation or ordinance affording liens
for the costs of clean-up of hazardous substances or
hazardous wastes or for other environmental
protection purposes and (D) such other matters to
which like properties are commonly subject which do
not individually, or in the aggregate, materially
interfere with the benefits of the security intended
to be provided by the Mortgage; the Seller is the
sole insured of such mortgagee title insurance
policy, the assignment to the Trustee of the Seller's
interest in such mortgagee title insurance policy
does not require any consent of or notification to
the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and
effect and will be in full force and effect and inure
to the benefit of the Trustee, no claims have been
made under such mortgagee title insurance policy, and
no prior holder of the related Mortgage, including
the Seller, has done, by act or omission, anything
which would impair the coverage of such mortgagee
title insurance policy;
j. 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;
k. 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;
l. 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;
m. 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;
n. 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;
o. To the best of the Seller's knowledge, no Mortgagor
is a debtor in any state or federal bankruptcy or
insolvency proceeding;
p. 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;
q. The Mortgage Loan is a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code;
r. With respect to each Mortgage where a lost note
affidavit has been delivered to the Trustee in place of
the related Mortgage Note, the related Mortgage Note is
no longer in existence;
s. 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
t. If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease
holds a fee simple interest in the land; (2) the
terms of such lease expressly permit the mortgaging
of the leasehold estate, the assignment of the lease
without the lessor's consent and the acquisition by
the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage
with substantially similar protections; (3) the terms
of such lease do not (a) allow the termination
thereof upon the lessee's default without the holder
of the Mortgage being entitled to receive written
notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of
damage or destruction as long as the Mortgage is in
existence, (c) prohibit the holder of the Mortgage
from being insured (or receiving proceeds of
insurance) under the hazard insurance policy or
policies relating to the Mortgaged Property or (d)
permit any increase in rent other than
pre-established increases set forth in the lease; (4)
the original term of such lease is not less than 15
years; (5) the term of such lease does not terminate
earlier than five years after the maturity date of
the Mortgage Note; and (6) the Mortgaged Property is
located in a jurisdiction in which the use of
leasehold estates in transferring ownership in
residential properties is a widely accepted practice.
Notwithstanding the foregoing, no representations or warranties are made by the
Seller as to the environmental condition of any Mortgaged Property; the absence,
presence or effect of hazardous wastes or hazardous substances on any Mortgaged
Property; any casualty resulting from the presence or effect of hazardous wastes
or hazardous substances on, near or emanating from any Mortgaged Property; the
impact on Certificateholders of any environmental condition or presence of any
hazardous substance on or near any Mortgaged Property; or the compliance of any
Mortgaged Property with any environmental laws, nor is any agent, person or
entity otherwise affiliated with the Seller authorized or able to make any such
representation, warranty or assumption of liability relative to any Mortgaged
Property. In addition, no representations or warranties are made by the Seller
with respect to the absence or effect of fraud in the origination of any
Mortgage Loan.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Owner Mortgage
Loan Files to the Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
3. Upon discovery by either the Seller, the Master Servicer,
the Trustee or the Custodian that any of the
representations and warranties made in subsection (b) above
is not accurate (referred to herein as a "breach") and that
such breach materially and adversely affects the interests
of the Certificateholders in the related Mortgage Loan, the
party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 60 days of
the earlier of its discovery or its receipt of notice of
any such breach, the Seller shall cure such breach in all
material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof
from the Trust Estate at a price equal to (A) 100% of the
unpaid principal balance of such Mortgage Loan plus (B)
accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which
such repurchase took place or (ii) if within two years of
the Startup Day, or such other period permitted by the
REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any
repurchase described in this paragraph and the Substitution
Principal Amount, if any, plus accrued interest thereon and
the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and
agreed that the obligation of the Seller to repurchase or
substitute for any Mortgage Loan or property as to which
such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available
to Certificateholders or the Trustee on behalf of
Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
Section 2.04 Execution and Delivery of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Owner Mortgage Loan Files to it, and, concurrently with such
delivery, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which evidence ownership of the entire
Trust Estate.
Section 2.05 Designation of Certificates; Designation of Startup Day and
Latest Possible Maturity Date.
The Seller hereby designates the Classes of Class A Certificates (other than the
Class A-R Certificate) and the Classes of Class B Certificates as classes of
"regular interests" and the Class A-R Certificate as the single class of
"residual interest" in the REMIC for the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively. The Closing Date is hereby designated as the
"Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9). The
"latest possible maturity date" of the regular interests in the REMIC is
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, 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 Trustee, 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 the Trust Estate to fail to qualify as a
REMIC while any Certificates are outstanding. Any amounts
deposited in the Certificate Account prior to the
Distribution Date shall be invested for the account of the
Master Servicer and any investment income thereon shall be
additional compensation to the Master Servicer for services
rendered under this Agreement. The amount of any losses
incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer
out of its own funds immediately as realized.
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 Trustee or any
Servicer for Periodic Advances made by the Master
Servicer or the Trustee pursuant to Section 3.03(a)
or any Servicer pursuant to any Servicing Agreement
with respect to previous Distribution Dates, such
right to reimbursement pursuant to this subclause (i)
being limited to amounts received on or in respect of
particular Mortgage Loans (including, for this
purpose, Liquidation Proceeds, REO Proceeds and
proceeds from the purchase, sale, repurchase or
substitution of Mortgage Loans pursuant to Sections
2.02, 2.03, 3.08 or 9.01) respecting which any such
Periodic Advance was made;
b. to reimburse any Servicer, the Master Servicer or the
Trustee for any Periodic Advances determined in good
faith to have become Nonrecoverable Advances
provided, however, that any portion of Nonrecoverable
Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed
Retained Yield and not from the assets of the Trust
Estate;
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;
(viii) to reimburse the Master Servicer, any Servicer or the
Trustee (or, in certain cases, the Seller) for expenses incurred by it
(including taxes paid on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(ix) 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;
e. to remit funds to the Paying Agent in the amounts and
in the manner provided for herein;
f. to pay to the Master Servicer any interest earned on
or investment income with respect to funds in the
Certificate Account;
g. to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of
any unpaid Master Servicing Fee or Servicing Fee (as
adjusted pursuant to the related Servicing Agreement)
and any unpaid assumption fees, late payment charges or
other Mortgagor charges on the related Mortgage Loan;
(x)to withdraw from the Certificate Account any amount
deposited in the Certificate Account that was not required to be
deposited therein;
h. to clear and terminate the Certificate Account
pursuant to Section 9.01; and
(xi) 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 Trustee.
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
Trustee shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby,
provided that the Trustee has previously received the
certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to
the Trustee with respect to any such Distribution Date (i)
the amount of Periodic Advances required of Norwest
Mortgage or such Other Servicer, as the case may be, (ii)
the amount actually advanced by Norwest Mortgage or such
Other Servicer, (iii) the amount that the Trustee or Master
Servicer is required to advance hereunder, including any
amount the Master Servicer is required to advance pursuant
to the second sentence of this Section 3.03(a) and (iv)
whether the Master Servicer has determined that it
reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trustee or
Master Servicer shall be deposited in the Certificate
Account on the related Distribution Date. Notwithstanding
the foregoing, neither the Master Servicer nor the Trustee
will be obligated to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable Advance. The
Trustee may conclusively rely for any determination to be
made by it hereunder upon the determination of the Master
Servicer as set forth in its certificate.
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 Trustee that
such failure has occurred. Upon receipt of such
certification, the Trustee shall advance such funds and
take such steps as are necessary to pay such taxes or
insurance premiums.
3. The Master Servicer and the Trustee shall each be entitled
to be reimbursed from the Certificate Account for any
Periodic Advance made by it under Section 3.03(a) to the
extent described in Section 3.02(a)(i) and (a)(ii). The
Master Servicer and the Trustee shall be entitled to be
reimbursed pursuant to Section 3.02(a)(v) for any advance
by it pursuant to Section 3.03(b). The Master Servicer
shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master
Servicer shall, to the extent it has not already done so,
upon the request of the Trustee, withdraw from the
Certificate Account and remit to the Trustee any amounts to
which the Trustee is entitled as reimbursement pursuant to
Section 3.02 (a)(i), (ii) and (v).
4. Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or
advance any amount which any Servicer was required, but
failed, to deposit in the Certificate Account.
Section 3.04 Trustee to Cooperate;
Release of Owner Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in connection
with the deposit by a Servicer into the Certificate Account of the proceeds from
a Liquidated Loan or of a Prepayment in Full, the Master Servicer shall confirm
to the Trustee that all amounts required to be remitted to the Certificate
Account in connection with such Mortgage Loan have been so deposited, and shall
deliver such Request for Release to the Trustee. The Trustee shall, within five
Business Days of its receipt of such a Request for Release, release the related
Owner Mortgage Loan File to the Master Servicer or such Servicer, as requested
by the Master Servicer. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account.
From time to time and as appropriate for the servicing or foreclosure of any
Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trustee and the Trustee shall, within five Business Days, release the
related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer of a Mortgage
Loan, the Trustee shall execute and deliver to the Master Servicer or such
Servicer, as directed by the Master Servicer, court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
Section 3.02 Reports to the Trustee;
Annual Compliance Statements.
1. Not later than 15 days after each Distribution Date, the
Master Servicer shall deliver to the Trustee a statement
setting forth the status of the Certificate Account as of
the close of business on such Distribution Date stating
that all distributions required to be made by the Master
Servicer under this Agreement have been made (or, if any
required distribution has not been made by the Master
Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such
account for each category of deposit and withdrawal
specified in Sections 3.01 and 3.02. Such statement may be
in the form of the then current FNMA monthly accounting
report for its Guaranteed Mortgage Pass-Through Program
with appropriate additions and changes, and shall also
include information as to the aggregate unpaid principal
balance of all of the Mortgage Loans as of the close of
business as of the last day of the calendar month
immediately preceding such Distribution Date. Copies of
such statement shall be provided by the Trustee to any
Certificateholder upon written request, provided such
statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
2. The Master Servicer shall deliver to the Trustee on or
before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such
officer has reviewed the activities of the Master Servicer
during the preceding calendar year or portion thereof and
its performance under this agreement and (ii) to the best
of such officer's knowledge, based on such review, the
Master Servicer has performed and fulfilled its duties,
responsibilities and obligations under this agreement in
all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such
default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received
from each Servicer any financial statements, officer's
certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to
the related Servicing Agreement and (B) to the best of such
officer's knowledge, based on a review of the information
provided to the Master Servicer by each Servicer as
described in (iii)(A) above, each Servicer has performed
and fulfilled its duties, responsibilities and obligations
under the related Servicing Agreement in all material
respects throughout such year, or, if there has been a
default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such
default known to such officer and the nature and status
thereof. Copies of such officers' certificate shall be
provided by the Trustee to any Certificateholder upon
written request provided such certificate is delivered, or
caused to be delivered, by the Master Servicer to the
Trustee.
Section 3.06 Title, Management and Disposition
of Any REO Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is administered by
the related Servicer at all times so that it qualifies as "foreclosure property"
under the REMIC Provisions and that it does not earn any "net income from
foreclosure property" which is subject to tax under the REMIC Provisions. In the
event that a Servicer is unable to dispose of any REO Mortgage Loan within the
period mandated by each of the Servicing Agreements, the Master Servicer shall
monitor such Servicer to verify that such REO Mortgage Loan is auctioned to the
highest bidder within the period so specified. In the event of any such sale of
REO Mortgage Loan, the Trustee shall, at the written request of the Master
Servicer and upon being supported with appropriate forms therefor, within five
Business Days of the deposit by the Master Servicer of the proceeds of such sale
or auction into the Certificate Account, release or cause to be released to the
entity identified by the Master Servicer the related Owner Mortgage Loan File
and Servicer Mortgage Loan File and shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as shall be necessary
to vest in the auction purchaser title to the REO Mortgage Loan and the Trustee
shall have no further responsibility with regard to such Owner Mortgage Loan
File or Servicer Mortgage Loan File. Neither the Trustee, the Master Servicer
nor any Servicer, acting on behalf of the Trust Estate, shall provide financing
from the Trust Estate to any purchaser of an REO Mortgage Loan.
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions.
1. Subject to the prior written consent of the Trustee
pursuant to Section 3.07(b), the Master Servicer from time
to time may, to the extent permitted by the applicable
Servicing Agreement, make such modifications and amendments
to such Servicing Agreement as the Master Servicer deems
necessary or appropriate to confirm or carry out more fully
the intent and purpose of such Servicing Agreement and the
duties, responsibilities and obligations to be performed by
the Servicer thereunder. Such modifications may only be
made if they are consistent with the REMIC Provisions, as
evidenced by an Opinion of Counsel. Prior to the issuance
of any modification or amendment, the Master Servicer shall
deliver to the Trustee such Opinion of Counsel and an
Officer's Certificate setting forth (i) the provision that
is to be modified or amended, (ii) the modification or
amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or
modification.
2. The Trustee shall consent to any amendment or supplement to
a Servicing Agreement proposed by the Master Servicer
pursuant to Section 3.07(a), which consent and amendment
shall not require the consent of any Certificateholder if
it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the
Certificateholders or (ii) for any other purpose, provided
such amendment or supplement for such other purpose cannot
reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of
an adverse effect on Certificateholders may be established
through the delivery to the Trustee of (i) an Opinion of
Counsel to such effect or (ii) written notification from
each Rating Agency to the effect that such amendment or
supplement will not result in reduction of the current
rating assigned by that Rating Agency to the Certificates.
Notwithstanding the two immediately preceding sentences,
the Trustee may, in its discretion, decline to enter into
or consent to any such supplement or amendment if its own
rights, duties or immunities shall be adversely affected.
(b) (i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder, or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the Norwest Servicing Agreement for the purpose of
changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day).
a. The Master Servicer may direct Norwest Mortgage to enter
into an amendment to the Norwest Servicing Agreement for
the purposes described in Sections 3.07(c)(i)(B) and
10.01(b)(iii).
Section 3.08 Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of the
Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations that are to be observed or
performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's and
the Certificateholders' reliance on the Master Servicer, and in a manner
consistent with the terms and provisions of any insurance policy required to be
maintained by the Master Servicer or any Servicer pursuant to this Agreement or
any Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Trust Estate of REMIC status for federal income tax
purposes or (iii) the imposition of any Prohibited Transaction Tax or any
federal taxes on the REMIC or the Trust Estate. The Master Servicer shall have
full power and authority in its sole discretion to take any action with respect
to the Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trustee or the Master Servicer, such modification
shall be construed as a substitution of the modified Mortgage Loan for the
Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully with
each Servicer as may be necessary from time to time to perform and carry out the
Master Servicer's obligations hereunder and otherwise exercise reasonable
efforts to encourage such Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by it under its Servicing
Agreement.
The relationship of the Master Servicer to the Trustee under this Agreement is
intended by the parties to be that of an independent contractor and not that of
a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the Trustee
and shall have full power and authority, acting alone or (subject to Section
6.06) through one or more subcontractors, to do any and all things in connection
with such administration which it may deem necessary or desirable. Upon the
execution and delivery of this Agreement, and from time to time as may be
required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled to repurchase at its option (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 Trustee
the certification required by Section 3.04 and the Trustee and the Custodian, if
any, shall promptly release to the Seller the Owner Mortgage Loan File relating
to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to the Servicing
Agreements, object to the foreclosure upon, or other related conversion of the
ownership of, any Mortgaged Property by the related Servicer if (i) the Master
Servicer believes such Mortgaged Property may be contaminated with or affected
by hazardous wastes or hazardous substances or (ii) such Servicer does not agree
to administer such Mortgaged Property, once the related Mortgage Loan becomes an
REO Mortgage Loan, in a manner which would not result in a federal tax being
imposed upon the Trust Estate or the REMIC.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
Section 3.09 Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated pursuant
to its Servicing Agreement, the Master Servicer shall promptly deliver to the
Seller and the Trustee an Officer's Certificate certifying that an event has
occurred which may justify termination of such Servicing Agreement, describing
the circumstances surrounding such event and recommending what action should be
taken by the Trustee with respect to such Servicer. If the Master Servicer
recommends that such Servicing Agreement be terminated, the Master Servicer's
certification must state that the breach is material and not merely technical in
nature. Upon written direction of the Master Servicer, based upon such
certification, the Trustee shall promptly terminate such Servicing Agreement.
Notwithstanding the foregoing, in the event that (i) Norwest Mortgage fails to
make any advance, as a consequence of which the Trustee is obligated to make an
advance pursuant to Section 3.03 and (ii) the Trustee provides Norwest Mortgage
written notice of the failure to make such advance and such failure shall
continue unremedied for a period of 15 days after receipt of such notice, the
Trustee shall terminate the Norwest Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10 Application of Net Liquidation Proceeds.
For all purposes under this agreement, Net Liquidation Proceeds received from a
Servicer shall be allocated first to accrued and unpaid interest on the related
Mortgage Loan and then to the unpaid principal balance thereof.
Section 3.11 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. 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 Accretion Termination Date,
an amount equal to the amount that would otherwise be distributable in
respect of interest to the Accrual Certificates pursuant to this provision
will instead be distributed in reduction of the Principal Balances of
certain Classes of Class A Certificates, in each case in accordance with
Section 4.01(b);
second, to the Classes of Class A Certificates, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls, respectively, in an
aggregate amount up to the sum of the Aggregate Class A Unpaid Interest
Shortfall; provided that prior to the Accretion Termination Date, an
amount equal to the amount that would otherwise be distributable in
respect of unpaid interest shortfalls to the Accrual Certificates pursuant
to this provision will instead be distributed in reduction of the
Principal Balances of certain Classes of Class A Certificates, in each
case in accordance with Section 4.01(b);
third, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based
on their respective Class A Non-PO Optimal Principal Amount and Class A-PO
Optimal Principal Amount, (A) to the Classes of Class A Certificates
(other than the Class A-PO Certificates), in an aggregate amount up to the
Class A Non-PO Optimal Principal Amount, such distribution to be allocated
among such Classes in accordance with Section 4.01(b) or Section 4.01(c),
as applicable, and (B) to the Class A-PO Certificates in an amount up to
the Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard
to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second, below, second to the Class B-5 Certificates
pursuant to Paragraph nineteenth, below, third to the Class B-4
Certificates pursuant to Paragraph sixteenth, below, fourth to the Class
B-3 Certificates pursuant to Paragraph thirteenth, below, fifth to the
Class B-2 Certificates pursuant to Paragraph tenth below, and sixth to the
Class B-1 Certificates pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such
Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the Class
B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Paragraph
seventh will be reduced by the amount, if any, that would have been
distributable to the Class B-1 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-2 Certificates pursuant to this Paragraph
tenth will be reduced by the amount, if any, that would have been
distributable to the Class B-2 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the
Class B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to
such Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph
sixteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-4 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to
such Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to
the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate.
Notwithstanding the foregoing, after the Principal Balance of any Class (other
than the Class A-R Certificate) has been reduced to zero, such Class will be
entitled to no further distributions of principal or interest (including,
without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such Distribution
Date minus any portion thereof payable to a Servicer pursuant to Section
3.02(ix) hereof shall be distributed to the Holder of the Class A-R Certificate.
With respect to any Distribution Date, the amount of the Principal Adjustment,
if any, attributable to any Class of Class B Certificates will be allocated to
the Classes of Class A Certificates (other than the Class A-PO Certificates) and
any Class of Class B Certificates with a lower numerical designation pro rata
based on their Principal Balances.
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 (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 Accretion Termination Date,
the Accrual Distribution Amount will be allocated sequentially as follows:
first, to the Class A-3 Certificates, until the Principal Balance
thereof has been reduced to zero; and
second, to the Class A-4 Certificates, until the Principal
Balance thereof has been reduced to zero;
II. The Class A Non-PO Principal Amount will be allocated sequentially as
follows:
first, to the Class A-5 Certificates, up to the Priority Amount
for such Distribution Date;
second, to the Class A-R Certificate, until the Principal Balance
thereof has been reduced to zero;
third, to the Class A-1 Certificates, up to their PAC Principal
Amount for such Distribution Date;
fourth, to the Class A-2 Certificates, up to their PAC Principal
Amount for such Distribution Date;
fifth, sequentially, to the Class A-3 and Class A-4 Certificates, in
that order, until the Principal Balance of each such Class has been
reduced to zero;
sixth, sequentially, to the Class A-1 and Class A-2 Certificates, in
that order, without regard to their respective PAC Principal Amounts for
such Distribution Date, until the Principal Balance of each such Class has
been reduced to zero; and
seventh, to the Class A-5 Certificates, without regard to the
Priority Amount for such Distribution Date, until the Principal Balance
thereof has been reduced to zero.
As used above, the "PAC Principal Amount" for any Distribution Date and for any
Distribution Date and for any Class of PAC Certificates means the amount, if
any, that would reduce the Principal Balance of such Class to the percentage of
its Original Principal Balance shown in the tables set forth below with respect
to such Distribution Date.
The following tables set forth for each Distribution Date the planned Principal
Balances for the PAC Certificates, expressed as a percentage of the Original
Principal Balance of such Class.
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL PRINCIPAL BALANCE
CLASS A-1 CERTIFICATES
Percentage of Percentage of Percentage of
Original Original Original
Distribution Principal Distribution Principal Distribution Principal
Date Balance Date Balance Date Balance
- ------------ ---------- ------------- -------- ----------- ----------
CLASS A-2 CERTIFICATES
Percentage of Percentage of Percentage of
Original Original Original
Distribution Principal Distribution Principal Distribution Principal
Date Balance Date Balance Date Balance
- ------------ ---------- ------------- -------- ----------- ----------
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. (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of
principal with respect to any Distribution Date, the following
tests shall apply:
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. On each Distribution Date other than the Final Distribution
Date (if such Final Distribution Date is in connection with
a purchase of the assets of the Trust Estate by the
Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer,
distribute to each Certificateholder of record on the
preceding Record Date (other than as provided in Section
9.01 respecting the final distribution to
Certificateholders or in the last paragraph of this Section
4.01(e) respecting the final distribution in respect of any
Class) either in immediately available funds by wire
transfer to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if
such Certificateholder holds Certificates having a
Denomination at least equal to that specified in Section
11.23, and has so notified the Master Servicer or, if
applicable, the Paying Agent at least seven Business Days
prior to the Distribution Date or, if such Holder holds
Certificates having, in the aggregate, a Denomination less
than the requisite minimum Denomination or if such Holder
holds the Class A-R Certificate or has not so notified the
Paying Agent, by check mailed to such Holder at the address
of such Holder appearing in the Certificate Register, such
Holder's share of the Class A Distribution Amount with
respect to each Class of Class A Certificates and the Class
B Distribution Amount with respect to each such Class of B
Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Principal Balance of any Class of Class A Certificates (other than the
Class A-R Certificate) or the Principal Balance of any Class of Class B
Certificates would be reduced to zero, the Master Servicer shall, as soon as
practicable after the Determination Date relating to such Distribution Date,
send a notice to the Trustee. The Trustee will then send a notice to each
Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trustee therein
specified; PROVIDED, HOWEVER, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a).
6. The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or
cause to be withheld such amounts as may be required by the
Code (giving full effect to any exemptions from withholding
and related certifications required to be furnished by
Certificateholders and any reductions to withholding by
virtue of any bilateral tax treaties and any applicable
certification required to be furnished by
Certificateholders with respect thereto) from distributions
to be made to Persons other than U.S. Persons ("Non-U.S.
Persons"). Amounts withheld pursuant to this Section
4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this
Agreement. For the purposes of this paragraph, a "U.S.
Person" is a citizen or resident of the United States, a
corporation, partnership (except to the extent provided in
applicable Treasury regulations) or other entity created or
organized in or under the laws of the United States or any
political subdivision thereof, an estate that is subject to
United States federal income tax regardless of the source
of its income or a trust if a court within the United
States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S.
Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in
applicable Treasury regulations, certain trusts in
existence on August 20, 1996 which are eligible to elect to
be treated as U.S. Persons).
Section 4.02 Allocation of Realized Losses.
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-PO
Certificates) in accordance with the Class A Loss
Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated
pro rata among the outstanding Classes of Class B
Certificates based on their Principal Balances.
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.
(c) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i) the
Class A Certificates and (ii) the Class B Certificates, pro rata based on the
Class A Interest Accrual Amount and the Class B Interest Accrual Amount for the
related Distribution Date, without regard to any reduction pursuant to this
sentence. Any such loss allocated to the Class A Certificates shall be allocated
among the outstanding Classes of Class A Certificates based on their Class A
Interest Percentages. Any such loss allocated to the Class B Certificates will
be allocated among the outstanding Classes of Class B Certificates based on
their Class B Interest Percentages. In addition, after the Class B Principal
Balance has been reduced to zero, the interest portion of Realized Losses (other
than Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses) will be allocated among the outstanding Classes of Class A Certificates
based on their Class A Interest Percentages.
(d) Realized Losses allocated in accordance with this Section 4.02
will be allocated on the Determination Date in the second month following the
month in which such loss was incurred with respect to the preceding Distribution
Date.
Section 4.03 Paying Agent.
(e) The Master Servicer hereby appoints the Trustee as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
agrees with the Trustee that such Paying Agent shall:
(i)hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all
amounts held in trust by such Paying Agent.
(f) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
Section 4.04 Statements to Certificateholders;
Report to the Trustee and the Seller.
Concurrently with each distribution pursuant to Section 4.01(e), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class
of Class A Certificates allocable to interest, (b) the amount of the
Current Class A Interest Distribution Amount allocated to each Class of
Class A Certificates, (c) any Class A Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class
of Class B Certificates allocable to interest, (b) the amount of the
Current Class B Interest Distribution Amount allocated to each Class of
Class B Certificates, (c) any Class B Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class B of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v)the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trustee pursuant to the Servicing Agreements or
this Agreement;
(vi) the number of Mortgage Loans outstanding as of the
preceding Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of
each Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any,
allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for
such Distribution Date and the aggregate Scheduled Principal Balance of
the Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage
Loans serviced by Norwest Mortgage and, collectively, by the Other
Servicers as of such Distribution Date;
(x) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 Percentages for the following Distribution Date (without
giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage
Loans delinquent (a) one month, (b) two months and (c) three months or
more;
(xv) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount as of the close of business
on such Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud
Losses or Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of Realized Losses
allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to
which the Servicer of such Mortgage Loan has determined not to foreclose
because it believes the related Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate Available
Master Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount, if any; and
(xxiv) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare their
tax returns;
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of Class A
Certificates pursuant to clauses (i) and (ii) above and with respect to a Class
of Class B Certificates pursuant to clauses (iii) and (iv) above, the amounts
shall be expressed as a dollar amount per Class A or Class B Certificate (other
than the Class A-R Certificate) with a $1,000 Denomination, and as a dollar
amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder and the information set forth in clauses
(iii) and (iv)(a) above in the case of a Class B Certificateholder aggregated
for such calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trustee,
any Paying Agent and the Seller (the information in such statement to be made
available to Certificateholders by the Master Servicer on written request)
setting forth the Class A Distribution Amount with respect to each Class of
Class A Certificates and the Class B Distribution Amount with respect to each
Class of Class B Certificates. The determination by the Master Servicer of such
amounts shall, in the absence of obvious error, be presumptively deemed to be
correct for all purposes hereunder and the Trustee and the Paying Agent shall be
protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04, the Master
Servicer shall make available upon request to each Holder and each proposed
transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate such
additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
Section 4.05 Reports to Mortgagors and the Internal Revenue Service.
The Master Servicer shall, in each year beginning after the Cut-Off Date, make
the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trustee acquires an
interest in a Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan serviced by such
Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Servicers shall be in form and substance sufficient
to meet the reporting requirements imposed by Code Section 6050J. In addition,
each Servicer shall provide the Master Servicer with sufficient information to
allow the Master Servicer to, for each year ending after the Cut-Off Date,
provide, or cause to be provided, to the Internal Revenue Service and the
Mortgagors such information as is required under Code Sections 6050H (regarding
payment of interest) and 6050P (regarding cancellation of indebtedness).
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer.
The Master Servicer will compute the amount of all distributions to be made on
the Certificates and all losses to be allocated to the Certificates. In the
event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates or the allocation of losses to the Certificates, the
interpretation of such provisions and any actions taken by the Master Servicer
in good faith to implement such interpretation shall be binding upon
Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-PO,
Class A-R, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in
excess thereof (except, if necessary, for one Certificate of each Class (other
than the Class A-PO, Class A-R, Class B-5 and Class B-6 Certificates) that
evidences one Single Certificate plus such additional principal portion as is
required in order for all Certificates of such Class to equal the aggregate
Original Principal Balance of such Class), and shall be substantially in the
respective forms set forth as Exhibits A-1, A-2, A-3, A-4, A-5, A-PO, A-R, B-1,
B-2, B-3, B-4, B-5, B-6 and C (reverse side of Certificates) hereto. On original
issue the Certificates shall be executed and delivered by the Trustee to or upon
the order of the Seller upon receipt by the Trustee or the Custodian of the
documents specified in Section 2.01. The aggregate principal portion evidenced
by the Class A and Class B Certificates shall be the sum of the amounts
specifically set forth in the respective Certificates. The Certificates shall be
executed by manual or facsimile signature on behalf of the Trustee by any
Responsible Officer thereof. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually countersigned by a
Responsible Officer of the Trustee, or unless there appears on such Certificate
a certificate of authentication executed by the Authenticating Agent by manual
signature, and such countersignature or certificate upon a Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section 5.07,
each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of [the
Clearing Agency] to the Seller or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i)the provisions of this Section 5.01(b) shall be in full
force and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar
and the Trustee may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by
law, the rules, regulations and procedures of the Clearing Agency and
agreements between such Beneficial Owners and the Clearing Agency and/or
the Clearing Agency Participants, and all references in this Agreement to
actions by Certificateholders shall, with respect to the Book-Entry
Certificates, refer to actions taken by the Clearing Agency upon
instructions from the Clearing Agency Participants, and all references in
this Agreement to distributions, notices, reports and statements to
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to distributions, notices, reports and statements to the Clearing
Agency or its nominee, as registered holder of the Book-Entry
Certificates, as the case may be, for distribution to Beneficial Owners in
accordance with the procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit
distributions of principal and interest on the Certificates to the
Clearing Agency Participants, for distribution by such Clearing Agency
Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting actions
with the consent of, or at the direction of, Holders of Book-Entry Certificates
evidencing specified Voting Interests, such direction or consent shall be given
by Beneficial Owners having the requisite Voting Interests, acting through the
Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial Owners
pursuant to Section 5.07, copies of the reports or statements referred to in
Section 4.04 shall be available to Beneficial Owners upon written request to the
Trustee at the Corporate Trust Office.
Section 5.02 Registration of Certificates.
(c) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any office or
agency maintained for such purpose pursuant to Section 5.06 (and subject to the
provisions of this Section 5.02) the Trustee shall execute, and shall date,
authenticate (or cause the Authenticating Agent to authenticate) and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of a like aggregate principal portion or Percentage Interest and of
the same Class.
At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized Denominations of a like aggregate principal portion
or Percentage Interest and of the same Class upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute, and shall date,
authenticate (or cause the Authenticating Agent to authenticate) and deliver,
the Certificates which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar or the Trustee) be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of Certificates,
but the Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by the
Certificate Registrar, the Trustee or the Authenticating Agent in accordance
with their standard procedures.
(d) No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the Trustee or the Seller may, if such transfer is to be made within
three years after the later of (i) the date of the initial sale of Certificates
or (ii) the last date on which the Seller or any affiliate thereof was a Holder
of the Certificates proposed to be transferred, require a Class A-PO, Class B-4,
Class B-5 or Class B-6 Certificateholder to deliver a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Seller, to the effect that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Seller or the Master Servicer, and
(ii) the Trustee shall require the transferee (other than an affiliate of the
Seller on the Closing Date) to execute an investment letter in the form of
Exhibit J hereto certifying to the Seller and the Trustee the facts surrounding
such transfer, which investment letter shall not be an expense of the Trustee,
the Seller or the Master Servicer. The Holder of a Class A-PO, Class B-4, Class
B-5 or Class B-6 Certificate desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Seller, the Master Servicer and any
Paying Agent acting on behalf of the Trustee against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws. Neither the Seller nor the Trustee is under an
obligation to register the Class A-PO, Class B-4, Class B-5 or Class B-6
Certificates under said Act or any other securities law.
(e) No transfer of a Class A-PO or Class B Certificate shall be made
(other than the transfer of the Class A-PO Certificates to an affiliate of the
Seller on the Closing Date) unless the Trustee and the Seller shall have
received (i) a representation letter from the transferee in the form of Exhibit
J hereto, in the case of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate, or in the form of Exhibit K hereto, in the case of a Class B-1,
Class B-2 or Class B-3 Certificate, to the effect that either (a) such
transferee is not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trustee, the Seller or the Master Servicer
or (b) with respect to the Class B Certificates only, if such transferee is an
insurance company, (A) the source of funds used to purchase the Class B
Certificate is an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no Plan with respect to which
the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the purchase
and holding of such Class B Certificates are covered by Sections I and III of
PTE 95-60 or (ii) the case of any such Class A-PO or Class Certificate presented
for registration in the name of a Plan, or a trustee of any such Plan, (A) an
Opinion of Counsel satisfactory to the Trustee and the Seller to the effect that
the purchase or holding of such Class A-PO or Class B Certificate will not
result in the assets of the Trust Estate being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA, the Code or Similar
Law and will not subject the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Seller or the Master
Servicer and (B) such other opinions of counsel, officer's certificates and
agreements as the Seller or the Master Servicer may require in connection with
such transfer, which opinions of counsel, officers' certificates and agreements
shall not be an expense of the Trustee, the Seller or the Master Servicer. The
Class A-PO and Class B Certificates shall bear a legend referring to the
foregoing restrictions contained in this paragraph.
(f) No legal or beneficial interest in all or any portion of the
Class A-R Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trustee shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class A-R Certificate in connection with any such transfer to a disqualified
organization or agent thereof (including a broker, nominee or middleman), an
ERISA Prohibited Holder or a Non-permitted Foreign Holder, and neither the
Certificate Registrar nor the Trustee shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class A-R
Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class A-R Certificate to disqualified
organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such
affidavit shall also contain the statement of the transferee that (i) the
transferee has historically paid its debts as they have come due and intends to
do so in the future, (ii) the transferee understands that it may incur
liabilities in excess of cash flows generated by the residual interest, (iii)
the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in any
portion of the Class A-R Certificate has been transferred, directly or
indirectly, to a disqualified organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Class A-R Certificate in constructive
trust for the last transferor who was not a disqualified organization or agent
thereof, and such transferor shall be restored as the owner of the Class A-R
Certificate as completely as if such transfer had never occurred, provided that
the Master Servicer may, but is not required to, recover any distributions made
to such transferee with respect to the Class A-R Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R Certificate or such agent (within 60 days of the
request therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R Certificate (or portion thereof) for periods after
such transfer. At the election of the Master Servicer, the cost to the Master
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Master Servicer shall
in no event be excused from furnishing such information.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee or the
Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04 Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of transfer, the
Seller, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Seller, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01, and for all other purposes whatsoever, and neither the
Seller, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Seller, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary.
Section 5.05 Access to List of Certificateholders' Names and Addresses.
(g) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Certificateholders of each Class as of the
most recent Record Date.
(h) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(i) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
Section 5.06 Maintenance of Office or Agency.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
Section 5.08 Definitive Certificates.
If (i)(A) the Master Servicer advises the Trustee in writing that the Clearing
Agency is no longer willing or able properly to discharge its responsibilities
as depository with respect to the Book-Entry Certificates, and (B) the Master
Servicer is unable to locate a qualified successor, (ii) the Master Servicer, at
its option, advises the Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency, or (iii) after the occurrence of
dismissal or resignation of the Master Servicer, Beneficial Owners representing
aggregate Voting Interests of not less than 51% of the aggregate Voting
Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners, the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
Section 5.09 Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry Certificates
is required under this Agreement, unless and until Definitive Certificates shall
have been issued to Beneficial Owners pursuant to Section 5.07, the Trustee
shall give all such notices and communications specified herein to be given to
Holders of Book-Entry Certificates to the Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement and
undertaken hereunder by the Seller and the Master Servicer.
Section 6.02 Merger or Consolidation of the Seller or the Master Servicer.
Subject to the following paragraph, the Seller and the Master Servicer each will
keep in full effect its existence, rights and franchises as a corporation under
the laws of the jurisdiction of its incorporation, and will obtain and preserve
its qualification to do business as a foreign corporation in each jurisdiction
in which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or into any
Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which the
Seller or Master Servicer shall be a party, or any Person succeeding to the
business of the Seller or Master Servicer, shall be the successor of the Seller
or Master Servicer hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; PROVIDED, HOWEVER, that, in the case of the Master
Servicer, any such successor or resulting Person shall be qualified to service
mortgage loans for FNMA or FHLMC.
Section 6.03 Limitation on Liability of the Seller,
the Master Servicer and Others.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of the
partners, directors, officers, employees or agents of any of them shall be under
any liability to the Trust Estate or the Certificateholders and all such Persons
shall be held harmless for any action taken or for refraining from the taking of
any action in good faith pursuant to this Agreement, or for errors in judgment;
PROVIDED, HOWEVER, that this provision shall not protect any such Person against
any breach of warranties or representations made herein or against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Seller, the Master Servicer, any
subcontractor, and any partner, director, officer, employee or agent of any of
them shall be entitled to indemnification by the Trust Estate and will be held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of his or its duties hereunder or by
reason of reckless disregard of his or its obligations and duties hereunder. The
Seller, the Master Servicer and any of the directors, officers, employees or
agents of either may rely in good faith on any document of any kind which, PRIMA
FACIE, is properly executed and submitted by any Person respecting any matters
arising hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; PROVIDED, HOWEVER, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A and Class B Certificates in the same manner as
Realized Losses are allocated pursuant to Section 4.02(a).
Section 6.04 Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
Section 6.05 Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06 Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights, benefits or
privileges under this Agreement to any other Person, or delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by the Master Servicer without
the prior written consent of the Trustee, and any agreement, instrument or act
purporting to effect any such assignment, transfer, delegation or appointment
shall be void. Notwithstanding the foregoing, the Master Servicer shall have the
right without the prior written consent of the Trustee (i) to assign its rights
and delegate its duties and obligations hereunder; PROVIDED, HOWEVER, that (a)
the purchaser or transferee accepting such assignment or delegation is qualified
to service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee, in
the exercise of its reasonable judgment, and executes and delivers to the
Trustee an agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such purchaser or transferee of the due
and punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer hereunder from and after the date
of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee or the Seller under this Agreement, incurred by it prior to the time
that the conditions contained in clause (i) above are met.
Section 6.07 Indemnification of Trustee
and Seller by Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee and the Seller
and any director, officer or agent thereof against any loss, liability or
expense, including reasonable attorney's fees, arising out of, in connection
with or incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties of the Master Servicer under this Agreement or by
reason of reckless disregard of its obligations and duties under this Agreement.
Any payment pursuant to this Section made by the Master Servicer to the Trustee
or the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
Section 6.08 Master Servicer 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 trustee for the
Certificates to operate in a manner such that, on and after January 1, 2000, the
Master Servicer can perform its duties in accordance with the terms of this
Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
In case one or more of the following Events of Default by the Master Servicer
shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to
the Paying Agent as required by Section 4.03 or (b) to distribute or cause
to be distributed to Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement which, in either
case, continues unremedied for a period of three business days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a period
of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property; or
(v)the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of
all or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHLMC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02 Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of Default
shall not have been remedied, the Trustee, in addition to the rights specified
in Section 7.01, shall have the right, in its own name as trustee of an express
trust, to take all actions now or hereafter existing at law, in equity or by
statute to enforce its rights and remedies and to protect the interests, and
enforce the rights and remedies, of the Certificateholders (including the
institution and prosecution of all judicial, administrative and other
proceedings and the filing of proofs of claim and debt in connection therewith).
Except as otherwise expressly provided in this Agreement, no remedy provided for
by this Agreement shall be exclusive of any other remedy, and each and every
remedy shall be cumulative and in addition to any other remedy and no delay or
omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Event of Default.
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; PROVIDED,
HOWEVER, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04 Action upon Certain Failures of the Master Servicer and upon
Event of Default.
In the event that the Trustee shall have knowledge of any failure of the Master
Servicer specified in Section 7.01(i) or (ii) which would become an Event of
Default upon the Master Servicer's failure to remedy the same after notice, the
Trustee or the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
Section 7.05 Trustee to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to Section 7.01
or the Trustee receives the resignation of the Master Servicer evidenced by an
Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor
in all respects to the Master Servicer in its capacity as master servicer under
this Agreement and the transactions set forth or provided for herein and shall
have the rights and powers and be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trustee is succeeding to the Master Servicer as the Master Servicer, as
compensation therefor, the Trustee shall be entitled to receive monthly such
portion of the Master Servicing Fee, together with such other servicing
compensation as is agreed to at such time by the Trustee and the Master
Servicer, but in no event more than 25% thereof until the date of final
cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; PROVIDED, HOWEVER, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
Section 7.06 Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor master
servicer, in each case as provided herein, the Trustee shall give prompt written
notice thereof to Certificateholders at their respective addresses appearing in
the Certificate Register. The Trustee shall also, within 45 days after the
occurrence of any Event of Default known to the Trustee, give written notice
thereof to Certificateholders at their respective addresses appearing in the
Certificate Register, unless such Event of Default shall have been cured or
waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and after the curing
of all Events of Default which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement. In
case an Event of Default has occurred (which has not been cured), the Trustee,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; PROVIDED, HOWEVER, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct; PROVIDED, HOWEVER, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee, and
conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates which evidence in
the aggregate not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement; and
(iii) The Trustee shall not be liable for any error of judgment
made in good faith by any of its Responsible Officers, unless it shall be
proved that the Trustee or such Responsible Officer, as the case may be,
was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the Trustee to
expend or risk its own funds or otherwise incur personal financial liability in
the performance of any of its duties hereunder or in the exercise of any of its
rights or powers if there is reasonable ground for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
Section 8.02 Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(iv) The Trustee may request and rely and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties and the manner of
obtaining consents and evidencing the authorization of the execution
thereof shall be subject to such reasonable regulations as the Trustee may
prescribe;
(v) The Trustee may consult with counsel, and any written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel;
(vi) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(vii) Subject to Section 7.04, the Trustee shall not be
accountable, shall have no liability and makes no representation as to any
acts or omissions hereunder of the Master Servicer until such time as the
Trustee may be required to act as Master Servicer pursuant to Section 7.05
and thereupon only for the acts or omissions of the Trustee as successor
Master Servicer; and
a. The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
Section 8.03 Trustee Not Required to Make Investigation.
Prior to the occurrence of an Event of Default hereunder and after the curing of
all Events of Default which may have occurred, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond, Mortgage, Mortgage Note or other paper or document
(provided the same appears regular on its face), unless requested in writing to
do so by holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interest represented by all Certificates; PROVIDED, HOWEVER, that
if the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee shall be repaid by the Master
Servicer upon demand.
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no any representation for the
correctness of the same. The Trustee makes no 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, the Trustee shall
not be accountable for the use or application by the Seller of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Master Servicer in respect of the Mortgage
Loans deposited into the Certificate Account by the Master Servicer or, in its
capacity as trustee, for investment of any such amounts.
Section 8.05 Trustee May Own Certificates.
The Trustee, and any agent thereof, in its individual or any other capacity, may
become the owner or pledgee of Certificates with the same rights it would have
if it were not Trustee or such agent and may transact banking and/or trust
business with the Seller, the Master Servicer or their Affiliates.
Section 8.06 The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to receive, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee and the
Master Servicer will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
Section 8.07 Eligibility Requirements.
The Trustee hereunder shall at all times (i) be a corporation or association
having its principal office in a state and city acceptable to the Seller,
organized and doing business under the laws of such state or the United States
of America, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000, or shall be a
member of a bank holding system, the aggregate combined capital and surplus of
which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
Section 8.08 Resignation and Removal.
The Trustee may at any time resign and be discharged from the trust hereby
created by giving written notice of resignation to the Master Servicer, such
resignation to be effective upon the appointment of a successor trustee. Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of Section 8.07 and shall fail to resign after written request for
its resignation by the Master Servicer, or if at any time the Trustee shall
become incapable of acting, or an order for relief shall have been entered in
any bankruptcy or insolvency proceeding with respect to such entity, or a
receiver of such entity or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less than 51% of the
Voting Interests represented by all Certificates (except that any Certificate
registered in the name of the Seller, the Master Servicer or any affiliate
thereof will not be taken into account in determining whether the requisite
Voting Interests has been obtained) may at any time remove the Trustee and
appoint a successor by written instrument or instruments, in triplicate, signed
by such holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Master Servicer, one complete set of
which shall be delivered to the entity or entities so removed and one complete
set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor as provided in Section 8.09.
Section 8.09 Successor.
Any successor trustee appointed as provided in Section 8.08 shall execute,
acknowledge and deliver to the Master Servicer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective, and such
successor, without any further act, deed or reconveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files
and related documents and statements held by it hereunder (other than any Owner
Mortgage Loan Files at the time held by a Custodian, which Custodian shall
become the agent of any successor trustee hereunder), and the Seller, the Master
Servicer and the predecessor entity shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this Section, the
Master Servicer shall mail notice of the succession of such trustee hereunder to
all Holders of Certificates at their addresses as shown in the Certificate
Register. If the Master Servicer fails to mail such notice within ten days after
acceptance of the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Master Servicer.
Section 8.10 Merger or Consolidation.
Any Person into which the Trustee may be merged or converted or with which it
may be consolidated, to which it may sell or transfer its corporate trust
business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; PROVIDED, HOWEVER, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject the REMIC to federal, state or local tax or cause the REMIC to fail
to qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of
the Trustee.
Section 8.11 Authenticating Agent.
The Trustee may appoint an Authenticating Agent, which shall be authorized to
act on behalf of the Trustee in authenticating Certificates. Wherever reference
is made in this Agreement to the authentication of Certificates by the Trustee
or the Trustee's countersignature, such reference shall be deemed to include
authentication on behalf of the Trustee by the Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Authenticating Agent shall be a
party, or any corporation succeeding to the corporate agency business of the
Authenticating Agent, shall be the Authenticating Agent without the execution or
filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Seller and the Master
Servicer. The Trustee may at any time terminate the agency of the Authenticating
Agent by giving written notice thereof to the Authenticating Agent, the Seller
and the Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time the Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.11, the Trustee
promptly shall appoint a successor Authenticating Agent, which shall be
acceptable to the Master Servicer, and shall give written notice of such
appointment to the Seller, and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be a reimbursable expense
under Section 8.06.
Section 8.12 Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; PROVIDED, HOWEVER, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:
(viii) 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;
(ix) 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;
(x) 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
(xi) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee to the extent permitted by law, without the appointment of a new or
successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 8.07 hereunder and no notice
to Certificateholders of the appointment thereof shall be required under Section
8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent necessary
to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the co-trustees to
the extent, and in accordance with the standards, specified in Section 8.06
hereof.
Section 8.13 Appointment of Custodians.
The Trustee may at any time on or after the Closing Date, with the consent of
the Master Servicer and the Seller, appoint one or more Custodians to hold all
or a portion of the Owner Mortgage Loan Files as agent for the Trustee, by
entering into a Custodial Agreement. Subject to this Article VIII, the Trustee
agrees to comply with the terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Owner Mortgage Loan File. Each Custodial
Agreement may be amended only as provided in Section 10.01(a).
Section 8.14 Tax Matters; Compliance with REMIC Provisions.
(b) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as a REMIC;
or (ii) cause the imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on either the REMIC or the Trust Estate.
The Master Servicer, or, in the case of any tax return or other action required
by law to be performed directly by the Trustee, the Trustee shall (i) prepare or
cause to be prepared, timely cause to be signed by the Trustee and file or cause
to be filed annual federal and applicable state and local income tax returns
using a calendar year as the taxable year for the REMIC and the accrual method
of accounting; (ii) in the first such federal tax return, make, or cause to be
made, elections satisfying the requirements of the REMIC Provisions, on behalf
of the Trust Estate, to treat the Trust Estate as a REMIC; (iii) prepare,
execute and forward, or cause to be prepared, executed and forwarded, to the
Certificateholders all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the Internal Revenue Service and any other relevant governmental taxing
authority in accordance with the REMIC Provisions and any other applicable
federal, state or local laws, including without limitation information reports
relating to "original issue discount" and "market discount" as defined in the
Code based upon the issue prices, prepayment assumption and cash flows provided
by the Seller to the Trustee and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the REMIC,
including but not limited to the income, expenses, individual Mortgage Loans
(including REO Mortgage Loans, other assets and liabilities of the REMIC, and
the fair market value and adjusted basis of the REMIC property determined at
such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the REMIC within the meaning of Code
Section 860D(a)(2) other than the interests represented by the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-PO and Class A-R Certificates and
the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates; (viii) exercise reasonable care not to allow the occurrence of any
"prohibited transactions" within the meaning of Code Section 860F(a), unless the
Master Servicer shall have provided an Opinion of Counsel to the Trustee that
such occurrence would not (a) result in a taxable gain, (b) otherwise subject
either the Trust Estate or the REMIC to tax or (c) cause the Trust Estate to
fail to qualify as a REMIC; (ix) exercise reasonable care not to allow the REMIC
to receive income from the performance of services or from assets not permitted
under the REMIC Provisions to be held by a REMIC; (x) pay (on behalf of the
REMIC) the amount of any federal income tax, including, without limitation,
prohibited transaction taxes, taxes on net income from foreclosure property, and
taxes on certain contributions to a REMIC after the Startup Day, imposed on the
REMIC, when and as the same shall be due and payable (but such obligation shall
not prevent the Master Servicer or any other appropriate Person from contesting
any such tax in appropriate proceedings and shall not prevent the Master
Servicer from withholding or depositing payment of such tax, if permitted by
law, pending the outcome of such proceedings); and (xi) if required or permitted
by the Code and applicable law, act as "tax matters person" for the REMIC within
the meaning of Treasury Regulations Section 1.860F-4(d), and the Master Servicer
is hereby designated as agent of the Class A-R Certificateholder for such
purpose (or if the Master Servicer is not so permitted, the Holder of the Class
A-R Certificate shall be the tax matters person in accordance with the REMIC
Provisions). The Master Servicer shall be entitled to be reimbursed pursuant to
Section 3.02 for any taxes paid by it pursuant to clause (x) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, willful misfeasance or gross negligence of the Master Servicer in the
performance of its obligations hereunder. The Trustee shall sign the tax returns
referred to in clause (i) of the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case may be, to
perform its duties as set forth above, the Seller shall provide, or cause to be
provided, to the Master Servicer within ten days after the Closing Date all
information or data that the Master Servicer determines to be relevant for tax
purposes to the valuations and offering prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flows of each Class of Certificates and the Mortgage Loans in the aggregate.
Thereafter, the Seller shall provide to the Master Servicer or the Trustee, as
the case may be, promptly upon request therefor, any such additional information
or data that the Master Servicer or the Trustee, as the case may be, may from
time to time request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer or
the Trustee, as the case may be, for any losses, liabilities, damages, claims or
expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trustee prepares any of the federal, state and local tax returns of the
REMIC as described above, the Trustee hereby indemnifies the Seller and the
Master Servicer for any losses, liabilities, damages, claims or expenses of the
Seller or the Master Servicer arising from the Trustee's willful misfeasance,
bad faith or negligence in connection with such preparation.
(c) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee to, 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 Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; PROVIDED, HOWEVER, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.
Section 8.16 Trustee 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.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation of
All Mortgage Loans.
Subject to Section 9.02, the respective obligations and responsibilities of the
Seller, the Master Servicer and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments after the Final Distribution
Date to Certificateholders and the obligation of the Master Servicer to send
certain notices as hereinafter set forth and the tax reporting obligations under
Sections 4.05 and 8.14 hereof) shall terminate upon the last action required to
be taken by the Trustee on the Final Distribution Date pursuant to this Article
IX following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
PROVIDED, HOWEVER, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate pursuant
to clause (i) of the preceding paragraph are subject to Section 9.02 and
conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans as
of the Final Distribution Date being less than the amount set forth in Section
11.22. In the case of any purchase by the Seller pursuant to said clause (i),
the Seller shall provide to the Trustee the certification required by Section
3.04 and the Trustee and the Custodian shall, promptly following payment of the
purchase price, release to the Seller the Owner Mortgage Loan Files pertaining
to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which shall
be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee shall cause to
be distributed to Certificateholders on the Final Distribution Date in
proportion to their respective Percentage Interests an amount equal to (i) as to
the Classes of Class A Certificates, the respective Principal Balance together
with any related Class A Unpaid Interest Shortfall and one month's interest in
an amount equal to the respective Interest Accrual Amount, (ii) as to the
Classes of Class B Certificates, the respective Principal Balance together with
any related Class B Unpaid Interest Shortfall and one month's interest in an
amount equal to the respective Interest Accrual Amount and (iii) as to the Class
A-R Certificate, the amounts, if any, which remain on deposit in the Certificate
Account (other than amounts retained to meet claims) after application pursuant
to clauses (i), (ii) and (iii) above and payment to the Master Servicer of any
amounts it is entitled as reimbursement or otherwise hereunder. Notwithstanding
the foregoing, if the price paid pursuant to clause (i) of the first paragraph
of this Section 9.01, after reimbursement to the Servicers, the Master Servicer
and the Trustee of any Periodic Advances, is insufficient to pay in full the
amounts set forth in clauses (i), (ii) and (iii) of this paragraph, then any
shortfall in the amount available for distribution to Certificateholders shall
be allocated in reduction of the amounts otherwise distributable on the Final
Distribution Date in the same manner as Realized Losses are allocated pursuant
to Sections 4.02(b) and 4.02(g) hereof. Such distribution on the Final
Distribution Date shall be in lieu of the distribution otherwise required to be
made on such Distribution Date in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trustee shall on such date cause all funds, if
any, in the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
Section 9.02 Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that any
other manner of termination (i) will constitute a "qualified liquidation" of the
Trust Estate within the meaning of Code Section 860F(a)(4)(A) and (ii) will not
subject the REMIC to federal tax or cause the Trust Estate to fail to qualify as
a REMIC at any time that any Certificates are outstanding:
(i)The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption of a plan of
complete liquidation of the REMIC as of the date of such notice (or, if
earlier, the date on which the first such notice is mailed to
Certificateholders). The Master Servicer shall also specify such date in a
statement attached to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee
shall sell all of the assets of the Trust Estate to the Seller for cash at
the purchase price specified in Section 9.01 and shall distribute such
cash within 90 days of such adoption in the manner specified in Section
9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein, (iii) to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Trust Estate as a REMIC at all times that
any Certificates are outstanding or to avoid or minimize the risk of the
imposition of any federal tax on the Trust Estate or the REMIC pursuant to the
Code that would be a claim against the Trust Estate, provided that (a) the
Trustee has received an Opinion of Counsel to the effect that such action is
necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Certificate Account provided that (a) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder and (b) such change shall not
adversely affect the then-current rating of the Certificates as evidenced by a
letter from each Rating Agency to such effect, (v) to modify, eliminate or add
to the provisions of Section 5.02 or any other provisions hereof restricting
transfer of the Certificates, provided that the Master Servicer for purposes of
Section 5.02 has determined in its sole discretion that any such modifications
to this Agreement will neither adversely affect the rating on the Certificates
nor give rise to a risk that either the Trust Estate or the REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to time
by the Seller, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the
aggregate Voting Interests of each Class of Certificates affected thereby for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or such Custodial Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
PROVIDED, HOWEVER, that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments received on Mortgage Loans which are
required to be distributed on any Certificate without the consent of the Holder
of such Certificate, (ii) adversely affect in any material respect the interest
of the Holders of Certificates of any Class in a manner other than as described
in clause (i) hereof without the consent of Holders of Certificates of such
Class evidencing, as to such Class, Voting Interests aggregating not less than
66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, the Trustee shall not
consent to any amendment to this Agreement unless it shall have first received
an Opinion of Counsel to the effect that such amendment will not subject the
REMIC to tax or cause the Trust Estate to fail to qualify as a REMIC at any time
that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder or the Trustee; PROVIDED, HOWEVER, (i) that
such amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of changing the Applicable Unscheduled Principal Receipt Period
for all Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period
with respect to Full Unscheduled Principal Receipts and to a Prior Month Receipt
Period with respect to Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b) shall be
promptly forwarded to the Trustee.
Section 10.02 Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable recording
office) is subject to recordation in all appropriate public offices for real
property records in all the towns or other comparable jurisdictions in which any
or all of the Mortgaged Properties are situated, and in any other appropriate
public office or elsewhere, such recordation to be effected by the Master
Servicer and at its expense on direction by the Trustee, but only upon direction
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust Estate, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust Estate, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.
Except as otherwise expressly provided herein, no Certificateholder, solely by
virtue of its status as a Certificateholder, shall have any right to vote or in
any manner otherwise control the operation and management of the Trust Estate,
or the obligations of the parties hereto, nor shall anything herein set forth,
or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder, shall
have any right by virtue or by availing of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates evidencing
not less than 25% of the Voting Interest represented by all Certificates shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the cost, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.
Section 10.04 Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State of
New York (without regard to conflicts of laws principles), and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws.
Section 10.05 Notices.
All demands, notices and communications hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer and the Trustee in
writing by the Seller, (ii) in the case of the Master Servicer, to Norwest Bank
Minnesota, National Association, 7485 New Horizon Way, Frederick, Maryland
21703, Attention: Vice President or such other address as may hereafter be
furnished to the Seller and the Trustee in writing by the Master Servicer and
(iii) in the case of the Trustee, to the Corporate Trust Office, or such other
address as may hereafter be furnished to the Seller and the Master Servicer in
writing by the Trustee, in each case Attention: Corporate Trust Department. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice, PROVIDED, HOWEVER,
that any demand, notice or communication to or upon the Seller, the Master
Servicer or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by an
officer of the Master Servicer, the Master Servicer shall not be deemed to have
knowledge of any act or failure to act of any Servicer unless notified thereof
in writing by the Trustee, such Servicer or a Certificateholder.
Section 10.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
Section 10.07 Special Notices to Rating Agencies.
(c) The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:
(i)any amendment to this Agreement pursuant to Section
10.01(a);
(ii) any sale or transfer of the Class B Certificates
pursuant to Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to
Section 6.04;
a. the occurrence of any of the Events of Default
described in Section 7.01;
b. any notice of termination given to the Master
Servicer pursuant to Section 7.01;
(v)the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(vi) the making of a final payment pursuant to Section 9.01.
(d) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
(i)the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to
Section 8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master Servicer.
(e) The Master Servicer shall deliver to each Rating Agency:
(i)reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08 Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of Incorporation
without the prior written consent of each Rating Agency rating the Certificates.
Section 10.09 Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of its
right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 6.000% 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 $250,005,586.86.
Section 11.04 Original Class A Percentage.
The Original Class A Percentage is 96.99455918%
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 $25,299,000.00
Class A-2 $99,531,000.00
Class A-3 $76,000,000.00
Class A-4 $16,233,000.00
Class A-5 $25,000,000.00
Class A-PO $442,000.98
Class A-R $100.00
Section 11.06 Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $242,063,100.00.
Section 11.07 Original Subordinated Percentage.
The Original Subordinated Percentage is 3.00544082%.
Section 11.08 Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.10192358%.
Section 11.09 Original Class B-2 Percentage.
The Original Class B-2 Percentage is 1.15201102%.
Section 11.10 Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.30052461%.
Section 11.11 Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.20034974%.
Section 11.12 Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.10017487%.
Section 11.13 Original Class B-6 Percentage.
The Original Class B-6 Percentage is 0.15045700%.
Section 11.14 Original Class B Principal Balance.
The Original Class B Principal Balance is $7,500,485.88.
Section 11.15 Original Principal Balances of the Classes of
Class B Certificates.
As to the following Classes of Class B Certificate, the Principal Balance of
such Class as of the Cut-Off Date, is as follows:
Original
CLASS PRINCIPAL BALANCE
Class B-1 $2,750,000.00
Class B-2 $2,875,000.00
Class B-3 $750,000.00
Class B-4 $500,000.00
Class B-5 $250,000.00
Section 11.16 Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 1.90351723%.
Section 11.17 Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 0.75150622%.
Section 11.18 Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.45098161%.
Section 11.19 Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.25063186%.
Section 11.20 Original Class B-5 Fractional Interest.
The Original B-5 Fractional Interest is 0.15045699%.
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 $25,000,558.69 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.23 Wire Transfer Eligibility.
With respect to the Class A (other than the Class A-PO and Class A-R
Certificates) and the Class B Certificates (other than the Class B-5 and Class
B-6 Certificates), the minimum Denomination eligible for wire transfer on each
Distribution Date is $500,000. With respect to the Class A-PO Certificates, the
minimum Denomination eligible for wire transfer on each Distribution Date is
100% Percentage Interest. The Class A-R, Class B-5 and Class B-6 Certificates
are not eligible for wire transfer.
Section 11.24 Single Certificate.
A Single Certificate for each Class of Class A Certificates (other than the
Class A-PO and Class A-R 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
Certificate represents a $100 Denomination. A Single Certificate for the Class
B-4 Certificates represents a $250,000 Denomination. A Single Certificate for
the Class A-PO, Class B-5 and Class B-6 Certificates represents a $442,000.98,
$250,000.00 and 375,485.88 Denomination, respectively.
Section 11.25 Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to such rate as is set
forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
Section 11.26 Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan is
0.017% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
NORWEST ASSET SECURITIES
CORPORATION
as Seller
By:____________________________________
Name: Alan S. McKenney
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:___________________________________
Name: Brett Handelman
Title: Officer
FIRST UNION NATIONAL BANK
as Trustee
By:___________________________________
Name:
Title:
Attest:
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 S. McKenney, known to me who, being
by me duly sworn, did depose and say that he resides at McLean, Virginia; that
he is a Vice President of Norwest Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 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 an Officer of Norwest Bank Minnesota, National Association, a
national banking association, one of the parties that executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 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 1999-3
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
SERVICER PRINCIPAL RECEIPTS PRINCIPAL RECEIPTS
Norwest Mortgage, Inc. Exhibit F-1 Prior Month Prior Month
The Huntington Mortgage Company Mid Month Prior Month
Citicorp Mortgage, Inc. Mid Month Prior Month
GMAC Mortgage Corporation Mid Month Prior Month
Bank of America NT & SA Mid Month Prior Month
Star Bank 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 1999-3 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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
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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-3 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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
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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY 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 1999-3 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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
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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of the Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY 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 1999-3 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE 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.: 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-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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 6.000% per
annum. Prior to the Accretion Termination Date, no distribution of interest on
this Certificate will be made. Prior to the Accretion Termination Date, interest
otherwise available for distribution on this Certificate will be added to the
Principal Balance of the Class A-4 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-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY 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 1999-3 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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
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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-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 1999-3, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by shares
issued by cooperative housing corporations,
sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class A-PO Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating that the transferee is not a Plan and is
not acting on behalf of a Plan or using the assets of a Plan to effect such
purchase or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Seller with respect to certain matters and (b) such other documentation as the
Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-3, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1999
CUSIP No.: 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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-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 1999-3, CLASS B-1
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates as specified in the Agreement, any Class B-1
Distribution Amount required to be distributed to Holders of the Class B-1
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-3, CLASS B-2
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-2 Distribution Amount required to be distributed to Holders of the Class B-2
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-2
Certificates applicable to each Distribution Date will be 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-3, CLASS B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-3 Distribution Amount required to be distributed to Holders of the Class B-3
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-3
Certificates applicable to each Distribution Date will be 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-3 Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-3, CLASS B-4
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-4 Distribution Amount required to be distributed to Holders of the Class B-4
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-4
Certificates applicable to each Distribution Date will be 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-3, CLASS B-5
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: 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 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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-5 Distribution Amount required to be distributed to Holders of the Class B-5
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-5
Certificates applicable to each Distribution Date will be 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-3, CLASS B-6
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1999
CUSIP No.: 66937N 6E 3 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") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-6 Distribution Amount required to be distributed to Holders of the Class B-6
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-6
Certificates applicable to each Distribution Date will be 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Reverse of Series 1999-3 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-3
This Certificate is one of a duly authorized issue of Certificates issued in
several Classes designated as Mortgage Pass-Through Certificates of the Series
specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the Trustee, such advances
are reimbursable to such Servicer, the Master Servicer or the Trustee to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan
or from other cash that would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account created
for the benefit of Certificateholders may be made by the Master Servicer from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement to a Servicer, the Master Servicer or the
Trustee, as applicable, of advances made by such Servicer, the Master Servicer
or the Trustee.
The Agreement permits, with certain exceptions therein provided, the amendment
of the Agreement and the modification of the rights and obligations of the
Seller, the Master Servicer, and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
office or agency appointed by the Trustee, duly endorsed by, or accompanied by
an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar, duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized Denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
Classes and Denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized Denominations evidencing the
same Class and aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee or the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate Registrar, and
any agent of the Seller, the Master Servicer, the Trustee or the Certificate
Registrar, may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Seller, the Master Servicer,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the Certificates and the
Trust Estate created thereby shall terminate upon the last action required to be
taken by the Trustee on the Final Distribution Date pursuant to the Agreement
following the earlier of (i) the payment or other liquidation (or advance with
respect thereto) of the last Mortgage Loan subject thereto or the disposition of
all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, and (ii) the purchase by the Seller from the Trust Estate of all
remaining Mortgage Loans and all property acquired in respect of such Mortgage
Loans; provided, however, that the Trust Estate will in no event continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date of the Agreement. The Agreement
permits, but does not require, the Seller to purchase all remaining Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such option will effect
early retirement of the Certificates, the Seller's right to exercise such option
being subject to the Pool Scheduled Principal Balance of the Mortgage Loans as
of the Distribution Date upon which the proceeds of such repurchase are
distributed being less than ten percent of the Cut-Off Date Aggregate Principal
Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like Denomination or Percentage Interest and Class, to the above named assignee
and deliver such Certificate to the following address:
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Social Security or other Identifying Number of Assignee:
- ------------------------------------------------------------------------------
Dated:
-----------------------------------
Signature by or on behalf of assignor
-----------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise,
in immediately available funds to
_________________________________________________________________ for the
account of _______________________________________________ account number
_____________, or, if mailed by check, to
_______________________________________________________. Applicable
statements should be mailed to ______________________
- ----------------------------------------------------------------.
This information is provided by ______________________, the assignee named
above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
"Agreement"), dated as of _____________, by and among FIRST UNION NATIONAL BANK,
not individually, but solely as Trustee (including its successors under the
Pooling and Servicing Agreement defined below, the "Trustee"), NORWEST ASSET
SECURITIES CORPORATION (together with any successor in interest, the "Seller"),
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any successor in
interest or successor under the Pooling and Servicing Agreement referred to
below, the "Master Servicer") and ___________________________ (together with any
successor in interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
- - - - - - - - - - - - - -
WHEREAS, the Seller, the Master Servicer, and the Trustee, have entered into a
Pooling and Servicing Agreement dated as of January 28, 1999 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1999-3 (as in effect on
the date of this Agreement, the "Original Pooling and Servicing Agreement", and
as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the
purposes of receiving and holding certain documents and other instruments
delivered by the Seller under the Pooling and Servicing Agreement, all upon the
terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Seller, the Master Servicer
and the Custodian hereby agree as follows:
ARTICLE IX
Definitions
Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE X
Custody of Mortgage Documents
SECTION 10.01 CUSTODIAN TO ACT AS AGENT; ACCEPTANCE OF CUSTODIAL
FILES. The Custodian, as the duly appointed agent of the
Trustee for these purposes, acknowledges receipt of the
Mortgage Notes, the Mortgages, the assignments and other
documents relating to the Mortgage Loans identified on
the schedule attached hereto and declares that it holds
and will hold such Mortgage Notes, Mortgages,
assignments and other documents and any similar
documents received by the Trustee subsequent to the date
hereof (the "Custodial Files") as agent for the Trustee,
in trust, for the use and benefit of all present and
future Certificateholders.
SECTION 10.02 RECORDATION OF ASSIGNMENTS. If any Custodial File
includes one or more assignments to the Trustee of
Mortgage Notes and related Mortgages that have not been
recorded, each such assignment shall be delivered by the
Custodian to the Seller for the purpose of recording it
in the appropriate public office for real property
records, and the Seller, at no expense to the Custodian,
shall promptly cause to be recorded in the appropriate
public office for real property records each such
assignment and, upon receipt thereof from such public
office, shall return each such assignment to the
Custodian.
SECTION 10.03 REVIEW OF CUSTODIAL FILES. The Custodian agrees,
for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.01 of the
Pooling and Servicing Agreement, each Custodial File. If
in performing the review required by this Section 2.3
the Custodian finds any document or documents
constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall
promptly so notify the Seller, the Master Servicer and
the Trustee.
SECTION 10.04 NOTIFICATION OF BREACHES OF REPRESENTATIONS AND
WARRANTIES. Upon discovery by the Custodian of a breach
of any representation or warranty made by the Seller or
the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt
written notice to the Seller, the Master Servicer and
the Trustee.
SECTION 10.05 CUSTODIAN TO COOPERATE; RELEASE OF CUSTODIAL
FILES. Upon the payment in full of any Mortgage Loan, or
the receipt by the Master Servicer of a notification
that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall
immediately notify the Custodian by a certification
(which certification shall include a statement to the
effect that all amounts received or to be received in
connection with such payment which are required to be
deposited in the Certificate Account pursuant to Section
3.02 of the Pooling and Servicing Agreement have been or
will be so deposited) of a Servicing Officer and shall
request delivery to it of the Custodial File. The
Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File
to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such certificate, the Master Servicer shall deliver to the Custodian a receipt
signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt
of the foregoing, the Custodian shall deliver the Custodial File or such
document to the Master Servicer. The Master Servicer shall cause each Custodial
File or any document therein so released to be returned to the Custodian when
the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account to the extent
required by the Pooling and Servicing Agreement or (ii) the Custodial File or
such document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Custodial File or such document were
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
SECTION 10.06 ASSUMPTION AGREEMENTS. In the event that any
assumption agreement or substitution of liability
agreement is entered into with respect to any Mortgage
Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling and Servicing
Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement
has been completed by forwarding to the Custodian the
original of such assumption or substitution agreement,
which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of
such Custodial File to the same extent as all other
documents and instruments constituting parts thereof.
ARTICLE XI
Concerning the Custodian
SECTION 11.01 CUSTODIAN A BAILEE AND AGENT OF THE TRUSTEE. With
respect to each Mortgage Note, Mortgage and other
documents constituting each Custodian File which are
delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee, holds such
documents for the benefit of Certificateholders and
undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement. Except
upon compliance with the provisions of Section 2.5 of
this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Custodial File shall
be delivered by the Custodian to the Seller or the
Master Servicer or otherwise released from the
possession of the Custodian.
SECTION 11.02 INDEMNIFICATION. The Seller hereby agrees to
indemnify and hold the Custodian harmless from and
against all claims, liabilities, losses, actions, suits
or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature,
which the Custodian may incur or with which the
Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including
indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost
of defending any action, suit or proceedings or
resisting any claim. Notwithstanding the foregoing, it
is specifically understood and agreed that in the event
any such claim, liability, loss, action, suit or
proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent
failure to act, or willful misconduct on the part of the
Custodian, or which shall constitute a willful breach of
its duties hereunder, the indemnification provisions of
this Agreement shall not apply.
SECTION 11.03 CUSTODIAN MAY OWN CERTIFICATES. The Custodian in
its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it
would have if it were not Custodian.
SECTION 11.04 MASTER SERVICER TO PAY CUSTODIAN'S FEES AND
EXPENSES. The Master Servicer covenants and agrees to
pay to the Custodian from time to time, and the
Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and
performance of any of the powers and duties hereunder of
the Custodian, and the Master Servicer will pay or
reimburse the Custodian upon its request for all
reasonable expenses, disbursements and advances incurred
or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable
compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ),
except any such expense, disbursement or advance as may
arise from its negligence or bad faith.
SECTION 11.05 CUSTODIAN MAY RESIGN; TRUSTEE MAY REMOVE
CUSTODIAN. The Custodian may resign from the obligations
and duties hereby imposed upon it as such obligations
and duties relate to its acting as Custodian of the
Mortgage Loans. Upon receiving such notice of
resignation, the Trustee shall either take custody of
the Custodial Files itself and give prompt notice
thereof to the Seller, the Master Servicer and the
Custodian or promptly appoint a successor Custodian by
written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Custodian
and one copy to the successor Custodian. If the Trustee
shall not have taken custody of the Custodial Files and
no successor Custodian shall have been so appointed and
have accepted resignation, the resigning Custodian may
petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the Trustee
shall appoint, or petition a court of competent jurisdiction to appoint, a
successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
SECTION 11.06 MERGER OR CONSOLIDATION OF CUSTODIAN. Any Person
into which the Custodian may be merged or converted or
with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation
to which the Custodian shall be a party, or any Person
succeeding to the business of the Custodian, shall be
the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein
to the contrary notwithstanding.
SECTION 11.07 REPRESENTATIONS OF THE CUSTODIAN. The Custodian
hereby represents that it is a depository institution
subject to supervision or examination by a federal or
state authority, has a combined capital and surplus of
at least $10,000,000 and is qualified to do business in
the jurisdiction in which it will hold any Custodian
File.
ARTICLE XII
Miscellaneous Provisions
SECTION 12.01 NOTICES. All notices, requests, consents and
demands and other communications required under this
Agreement or pursuant to any other instrument or
document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered
personally, by telegram or telex, or by registered or
certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature
page hereof (unless changed by the particular party
whose address is stated herein by similar notice in
writing), in which case the notice will be deemed
delivered when received.
SECTION 12.02 AMENDMENTS. No modification or amendment of or
supplement to this Agreement shall be valid or effective
unless the same is in writing and signed by all parties
hereto, and neither the Seller, the Master Servicer nor
the Trustee shall enter into any amendment hereof except
as permitted by the Pooling and Servicing Agreement. The
Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling and Servicing
Agreement and furnish the Custodian with written copies
thereof.
SECTION 12.03 GOVERNING LAW. This Agreement shall be deemed a
contract made under the laws of the State of New York
and shall be construed and enforced in accordance with
and governed by the laws of the State of New York.
SECTION 12.04 RECORDATION OF AGREEMENT. To the extent permitted
by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real
property records in all the counties or other comparable
jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such
recordation to be effected by the Master Servicer and at
its expense on direction by the Trustee, but only upon
direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially
affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
SECTION 12.05 SEVERABILITY OF PROVISIONS. If any one or more of
the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held
invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the holders
thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By: _________________________________
Charlotte, North Carolina, 28288 Name: _________________________________
Title:_________________________________
Address: NORWEST ASSET SECURITIES CORPORATION
7485 New Horizon Way By: _________________________________
Frederick, Maryland 21703 Name: _________________________________
Title:_________________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way By:
Frederick, Maryland 21703 Name: _________________________________
Title:_________________________________
Address: [CUSTODIAN]
By: _________________________________
Name: _________________________________
Title:_________________________________
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
----------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
----------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for the
State of ____________, personally appeared __________ _________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
----------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and for the
State of __________, personally appeared __________ __________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
----------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage]
NASCOR
NMI / 1999-03 Exhibit F-1
30 YEAR FIXED RATE RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x)
- ----- ------- ----- ---- --------- -------- -------- -------- -------- ---------- --------- ----------
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 LTV
- -------- ------- ----- ---- -------- -------- -------- -------- -------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
(i) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- --------- ---------- -------- -------- -------- --------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER SUBSIDY CODE FEE LOAN FEE YIELD
- ------ -------- --------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
THERE ARE NO DES MOINES LOANS
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1999-03 Exhibit F-2
30 YEAR FIXED RATE 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>
4682079 PHOENIX AZ 85028 SFD 688% 6.000 $1,939.26 360 1-Dec-28 $ 294,951.99
4696619 BYRAM TOWNSHIP NJ 07871 SFD 675% 6.000 $1,582.58 360 1-Sep-28 $ 243,152.55
4700460 BASKING RIDGE NJ 07920 SFD 713% 6.000 $2,694.88 360 1-Jan-29 $ 400,000.00
4704406 DOYLESTOWN PA 18901 SFD 725% 6.000 $1,263.74 360 1-Jun-28 $ 184,219.83
4708140 MORAGA CA 94556 SFD 613% 5.858 $3,508.96 360 1-Dec-28 $ 576,938.70
4721077 NEWTOWN CT 06470 SFD 638% 6.000 $2,208.50 360 1-Dec-28 $ 353,672.13
4723150 DESTREHAN LA 70047 SFD 688% 6.000 $1,623.60 360 1-Dec-28 $ 246,942.36
4729629 WHITEHOUSE STATION NJ 08889 SFD 675% 6.000 $2,583.05 360 1-Dec-28 $ 397,907.11
4734036 PRINCETON NJ 08540 SFD 638% 6.000 $2,959.33 360 1-Jan-29 $ 474,350.00
4736869 GRAND RAPIDS MI 49546 SFD 650% 6.000 $2,188.54 360 1-Nov-28 $ 345,622.23
4737990 CLAYTON CA 94517 SFD 638% 6.000 $2,366.97 360 1-Dec-28 $ 379,048.59
4738974 SAN RAMON CA 94583 SFD 775% 6.000 $2,557.95 360 1-Dec-28 $ 356,798.00
4746617 RANDOLPH NJ 07869 SFD 663% 6.000 $2,670.10 360 1-Dec-28 $ 416,632.09
4748024 BOSTON MA 02101 HCO 650% 6.000 $1,703.43 360 1-Dec-28 $ 269,256.36
4751861 PALOS VERDES CA 90274 SFD 650% 6.000 $2,679.97 360 1-Jun-28 $ 421,272.87
4752261 EASTON MA 02356 SFD 675% 6.000 $1,934.12 360 1-Dec-28 $ 297,943.26
4753325 WESTMINSTER CO 80030 SFD 675% 6.000 $1,710.68 360 1-Dec-28 $ 263,522.91
4759138 NORTHBROOK IL 60062 PUD 663% 6.000 $2,197.55 360 1-Jan-29 $ 343,200.00
4759559 WESTWOOD MA 02090 SFD 650% 6.000 $2,022.62 360 1-Jan-29 $ 320,000.00
4759604 KATY TX 77450 SFD 650% 6.000 $1,519.50 360 1-Dec-28 $ 240,182.67
4760588 CAVE CREEK AZ 85331 SFD 613% 5.858 $1,622.93 360 1-Dec-28 $ 266,840.39
4763234 TOWN AND COUNTRY MO 63017 SFD 675% 6.000 $3,048.42 360 1-Jan-29 $ 470,000.00
4763516 FINKSBURG MD 21048 SFD 638% 6.000 $1,509.77 360 1-Jan-29 $ 242,000.00
4763919 EDGEWATER PARK PA 19067 SFD 675% 6.000 $1,992.50 360 1-Dec-28 $ 306,935.50
4765411 MORGANVILLE NJ 07751 SFD 663% 6.000 $1,844.74 360 1-Dec-28 $ 287,845.81
4765538 SARASOTA FL 34241 SFD 688% 6.000 $1,833.49 360 1-Jun-28 $ 277,430.17
4765862 RENTON WA 98058 SFD 688% 6.000 $1,470.87 360 1-Jun-28 $ 222,560.38
4770663 GLEN ROCK NJ 07452 SFD 688% 6.000 $2,276.26 360 1-Dec-28 $ 346,208.90
4771851 DENVILLE NJ 07834 SFD 675% 6.000 $2,468.25 360 1-Dec-28 $ 380,222.34
4772567 NOVATO CA 94947 SFD 650% 6.000 $4,836.59 360 1-Dec-28 $ 764,508.24
4780536 BERNARDS TOWNSHIP NJ 07920 LCO 638% 6.000 $2,590.31 360 1-Dec-28 $ 414,815.44
4780600 WOODBURY MN 55125 SFD 625% 5.983 $1,830.53 360 1-Dec-28 $ 297,017.91
4781066 PHOENIXVILLE PA 19460 SFD 663% 6.000 $2,029.79 360 1-Dec-28 $ 316,720.31
4782454 COOKSVILLE MD 21723 SFD 650% 6.000 $1,829.84 360 1-Dec-28 $ 289,238.29
4783415 SAN DIEGO CA 92129 SFD 638% 6.000 $1,628.31 360 1-Dec-28 $ 260,758.25
4788912 OAKLAND CA 94611 SFD 688% 6.000 $2,430.64 360 1-Jan-29 $ 370,000.00
4789048 NEWTOWN CT 06470 SFD 750% 6.000 $2,594.09 360 1-Dec-28 $ 370,724.66
4790779 ALEXANDRIA VA 22310 SFD 638% 6.000 $1,575.28 360 1-Dec-28 $ 252,266.13
4793983 ARNOLD MD 21012 SFD 613% 5.858 $1,519.03 360 1-Dec-28 $ 249,757.01
4795036 SIMI VALLEY CA 93065 SFD 650% 6.000 $1,997.34 360 1-Dec-28 $ 315,714.33
4797610 HOUSTON TX 77005 SFD 650% 6.000 $2,075.08 360 1-Dec-28 $ 328,003.21
4799202 PARK CITY UT 84098 SFD 650% 6.000 $2,528.28 360 1-Dec-28 $ 399,638.39
4800741 MONROE CT 06468 SFD 650% 6.000 $2,149.04 360 1-Jan-29 $ 340,000.00
4801299 RIDGEFIELD CT 06877 SFD 700% 6.000 $3,455.25 360 1-Jan-29 $ 519,350.00
4801927 GREEN OAKS IL 60048 SFD 638% 6.000 $1,680.71 360 1-Dec-28 $ 269,150.48
4802176 TEWKSBURY NJ 07979 LCO 750% 6.000 $2,284.34 360 1-Jan-29 $ 326,700.00
4802654 STONY BROOK NY 11790 SFD 675% 6.000 $1,589.07 360 1-Dec-28 $ 244,789.06
4805631 ORANGE CA 92869 SFD 700% 6.000 $1,828.26 360 1-Dec-28 $ 274,574.74
4806103 LEBANON NJ 08833 SFD 625% 5.983 $1,539.30 360 1-Dec-28 $ 249,762.78
4806130 SCOTTSDALE AZ 85255 SFD 650% 6.000 $1,655.08 360 1-Jan-29 $ 261,850.00
4806662 PARKLAND FL 33076 SFD 625% 5.983 $1,847.16 360 1-Dec-28 $ 299,715.34
4807274 WELLINGTON FL 33414 SFD 675% 6.000 $2,153.35 360 1-Aug-28 $ 330,554.58
4807374 STAMFORD CT 06901 SFD 650% 6.000 $4,740.52 360 1-Dec-28 $ 749,321.98
4810819 WALNUT CREEK CA 94598 SFD 663% 6.000 $1,972.16 360 1-Jan-29 $ 308,000.00
4812116 PALOS VERDES ESTATES CA 90274 SFD 663% 6.000 $4,482.18 360 1-Sep-28 $ 697,509.07
4812385 BARRINGTON IL 60010 SFD 700% 6.000 $2,910.70 360 1-Dec-28 $ 437,141.38
4813713 MONROE CT 06468 SFD 600% 5.733 $1,618.79 360 1-Dec-28 $ 269,731.21
4814609 AUSTIN TX 78750 SFD 638% 6.000 $1,990.15 360 1-Dec-28 $ 318,704.54
4815712 LAFAYETTE NJ 07848 SFD 600% 5.733 $2,006.40 360 1-Dec-28 $ 334,316.85
4816649 NORFOLK VA 23507 SFD 725% 6.000 $2,056.77 360 1-Dec-28 $ 301,264.79
4817729 FAIRFIELD CT 06430 SFD 675% 6.000 $3,502.43 360 1-Nov-28 $ 539,067.52
4817983 SMYRNA GA 30080 SFD 638% 6.000 $1,854.46 360 1-Dec-28 $ 296,974.68
4819841 MENLO PARK CA 94025 SFD 700% 6.000 $3,486.19 360 1-Jan-29 $ 524,000.00
4820625 HARVARD MA 01451 SFD 663% 6.000 $2,165.86 360 1-Dec-28 $ 337,951.56
4821947 DARIEN CT 06820 SFD 613% 5.858 $2,378.80 360 1-Dec-28 $ 391,119.48
4822524 TULSA OK 74137 SFD 650% 6.000 $1,769.80 360 1-Dec-28 $ 279,516.67
4822627 SCOTTSDALE AZ 85255 SFD 688% 6.000 $2,117.94 360 1-Jan-29 $ 322,400.00
4823708 SOMERS NY 10536 SFD 738% 6.000 $3,453.38 360 1-Dec-28 $ 499,619.54
4823817 BROOKFIELD CT 06804 SFD 688% 6.000 $1,839.41 360 1-Dec-28 $ 279,764.76
4824412 CHICAGO IL 60614 SFD 688% 6.000 $1,757.29 360 1-Dec-28 $ 267,275.26
4826052 LARCHMONT NY 10538 SFD 688% 6.000 $2,123.20 360 1-Dec-28 $ 322,928.47
4827321 COLLEYVILLE TX 76034 SFD 663% 6.000 $2,561.25 360 1-Dec-28 $ 399,647.08
4827612 UPPER HOLLAND PA 18966 SFD 638% 6.000 $2,045.05 360 1-Dec-28 $ 327,496.39
4828179 DOWNERS GROVE IL 60515 SFD 638% 6.000 $2,495.48 360 1-Jan-29 $ 400,000.00
4828864 SIMI VALLEY CA 93065 SFD 650% 6.000 $2,654.69 360 1-Dec-28 $ 419,620.31
4829124 HUNTINGTON NY 11743 SFD 663% 6.000 $2,241.09 360 1-Jan-29 $ 350,000.00
4829792 OVILLA TX 75154 SFD 650% 6.000 $1,666.14 360 1-Nov-28 $ 263,122.09
4830424 ARROYO GRANDE CA 93420 SFD 663% 6.000 $1,617.11 360 1-Dec-28 $ 252,327.18
4830533 WAYNESVILLE NC 28786 SFD 700% 6.000 $1,599.06 360 1-Dec-28 $ 240,152.98
4830868 SHORT HILLS NJ 07078 SFD 625% 5.983 $2,924.66 360 1-Nov-28 $ 454,044.17
4830876 HUNTERSVILLE NC 28078 SFD 700% 6.000 $1,793.33 360 1-Dec-28 $ 269,329.04
4831320 MIDDLETOWN NJ 07748 SFD 688% 6.000 $3,547.42 360 1-Dec-28 $ 539,546.33
4831798 SPARTA NJ 07871 SFD 650% 6.000 $2,275.45 360 1-Dec-28 $ 359,674.55
4831925 MARLBOROUGH MA 01752 SFD 638% 6.000 $1,562.18 360 1-Dec-28 $ 250,168.07
4832837 HOUSTON TX 77004 HCO 688% 6.000 $2,165.24 360 1-Dec-28 $ 329,323.09
4833404 WESTMINSTER CO 80234 SFD 650% 6.000 $1,638.64 360 1-Nov-28 $ 258,779.15
4833993 WYCKOFF NJ 07481 SFD 638% 6.000 $3,044.49 360 1-Dec-28 $ 487,548.01
4834824 LAS VEGAS NV 89117 SFD 688% 6.000 $2,248.67 360 1-Dec-28 $ 342,011.42
4835247 GERMANTOWN TN 38138 SFD 675% 6.000 $2,075.52 360 1-Dec-28 $ 319,724.48
4836641 FAIRFAX VA 22033 SFD 638% 6.000 $2,492.37 360 1-Dec-28 $ 399,129.97
4836687 TRUMBULL CT 06611 SFD 725% 6.000 $2,012.43 360 1-Dec-28 $ 294,769.86
4836724 ANNANDALE NJ 08801 SFD 663% 6.000 $2,177.06 360 1-Dec-28 $ 339,700.02
4837081 GREENWICH NJ 08886 SFD 688% 6.000 $1,891.96 360 1-Dec-28 $ 287,758.04
4837210 BOSTON MA 02118 LCO 650% 6.000 $1,580.18 360 1-Dec-28 $ 249,773.99
4838519 NEW ROCHELLE NY 10804 SFD 650% 6.000 $1,791.92 360 1-Dec-28 $ 283,243.71
4839717 ATLANTA GA 30305 SFD 638% 6.000 $1,653.26 360 1-Jan-29 $ 265,000.00
4839722 NEWTOWN CT 06470 SFD 650% 6.000 $2,217.30 360 1-Dec-28 $ 350,482.87
4839758 RALEIGH NC 27613 SFD 675% 6.000 $2,017.15 360 1-Dec-28 $ 310,732.23
4840197 WEST WINDSOR NJ 08512 SFD 663% 6.000 $2,241.09 360 1-Dec-28 $ 349,691.20
4840725 ALPHARETTA GA 30022 SFD 650% 6.000 $1,706.59 360 1-Nov-28 $ 269,510.50
4841005 AUBURN OH 44021 SFD 663% 6.000 $1,664.81 360 1-Dec-28 $ 259,770.61
4841322 SAN JOSE CA 95125 SFD 638% 6.000 $3,431.29 360 1-Jan-29 $ 550,000.00
4842212 WESTFIELD NJ 07090 SFD 675% 6.000 $2,247.40 360 1-Nov-28 $ 345,901.64
4842556 ATLANTA GA 30342 SFD 650% 6.000 $2,433.47 360 1-Dec-28 $ 384,651.95
4842674 FORT COLLINS CO 80525 SFD 650% 6.000 $2,423.11 240 1-Sep-18 $ 322,327.61
4842941 EAGLE ID 83616 SFD 675% 6.000 $1,660.42 360 1-Dec-28 $ 255,779.58
4842972 KELLER TX 76248 SFD 738% 6.000 $1,716.33 360 1-Dec-28 $ 248,310.91
4843730 BLOOMINGTON IL 61704 SFD 638% 6.000 $2,791.20 360 1-Dec-28 $ 446,985.61
4843777 SAINT PAUL MN 55105 SFD 688% 6.000 $2,759.11 360 1-Jan-29 $ 420,000.00
4844093 PLEASANTON CA 94566 SFD 663% 6.000 $3,252.78 360 1-Dec-28 $ 507,551.80
4844128 CHICAGO IL 60611 HCO 650% 6.000 $2,370.26 360 1-Nov-28 $ 374,320.14
4844623 RYE NY 10580 SFD 675% 6.000 $2,475.06 360 1-Jan-29 $ 381,600.00
4845579 FLOWER MOUND TX 75028 SFD 675% 6.000 $1,872.83 360 1-Dec-28 $ 288,501.39
4846968 CLARENDON HILLS IL 60514 SFD 588% 5.608 $3,076.00 360 1-Dec-28 $ 519,469.83
4847175 NORWALK CT 06854 SFD 675% 6.000 $1,897.15 360 1-Jan-29 $ 292,500.00
4847766 NAPERVILLE IL 60564 SFD 675% 6.000 $1,746.34 360 1-Dec-28 $ 269,015.17
4847777 EVESHAM NJ 08053 SFD 638% 6.000 $1,895.32 360 1-Dec-28 $ 303,518.62
4847792 VERNON HILLS IL 60061 SFD 638% 6.000 $2,370.71 360 1-Dec-28 $ 379,648.04
4848121 PLEASANT HILL CA 94523 SFD 650% 6.000 $2,528.28 360 1-Nov-28 $ 399,274.82
4848139 SAN JOSE CA 95125 SFD 675% 6.000 $3,230.02 360 1-Dec-28 $ 497,571.23
4848219 BURLINGAME CA 94010 SFD 713% 6.000 $3,745.88 360 1-Dec-28 $ 555,555.37
4848348 CONCORD CA 94518 SFD 700% 6.000 $1,856.20 360 1-Dec-28 $ 278,771.30
4848359 BASKING RIDGE NJ 07920 SFD 700% 6.000 $1,944.68 360 1-Dec-28 $ 292,060.40
4848804 FAIRFIELD CT 06430 SFD 638% 6.000 $1,902.81 360 1-Dec-28 $ 304,717.50
4849001 KENNETT SQUARE PA 19348 SFD 700% 6.000 $2,102.36 360 1-Dec-28 $ 315,740.97
4849516 CAVE CREEK AZ 85331 SFD 663% 6.000 $2,881.40 360 1-Dec-28 $ 449,602.97
4849520 MORAGA CA 94556 SFD 713% 6.000 $3,551.85 360 1-Dec-28 $ 526,778.40
4850173 VESTAVIA HILLS AL 35242 SFD 613% 5.858 $1,980.51 360 1-Dec-28 $ 325,633.19
4850379 BREA CA 92821 SFD 663% 6.000 $1,838.98 360 1-Dec-28 $ 286,946.60
4850778 LAGUNA NIGUEL CA 92677 SFD 638% 6.000 $1,996.39 360 1-Dec-28 $ 319,703.61
4851204 SAN JOSE CA 95136 SFD 688% 6.000 $2,364.95 360 1-Dec-28 $ 359,697.55
4851264 PLEASANTON CA 94588 SFD 725% 6.000 $1,923.74 360 1-Dec-28 $ 281,780.01
4851528 BEAVERTON OR 97007 SFD 663% 6.000 $1,920.94 360 1-Dec-28 $ 299,735.31
4851629 OLYMPIA FIELDS IL 60461 SFD 738% 6.000 $2,175.63 360 1-Dec-28 $ 314,760.31
4852239 SUGAR LAND TX 77479 SFD 650% 6.000 $1,611.78 360 1-Dec-28 $ 254,769.47
4852703 DENVER CO 80234 SFD 675% 6.000 $1,608.53 360 1-Dec-28 $ 247,786.47
4852718 WINNETKA IL 60093 SFD 688% 6.000 $1,839.41 360 1-Dec-28 $ 279,764.76
4852883 SAN RAMON CA 94583 PUD 675% 6.000 $1,621.50 360 1-Dec-28 $ 249,784.75
4853298 WEST LINN OR 97068 SFD 663% 6.000 $2,337.14 360 1-Dec-28 $ 364,677.96
4853394 ROSWELL GA 30076 SFD 713% 6.000 $1,643.88 360 1-Dec-28 $ 243,804.87
4853427 PARSIPPANY NJ 07054 SFD 600% 5.733 $2,098.43 360 1-Dec-28 $ 349,651.57
4853870 HAWTHORN WOODS IL 60047 SFD 638% 6.000 $1,671.98 360 1-Dec-28 $ 267,501.77
4853912 SPARTA NJ 07871 SFD 675% 6.000 $2,288.26 360 1-Dec-28 $ 352,496.24
4854257 LONDONDERRY NH 03053 SFD 663% 6.000 $1,691.07 360 1-Dec-28 $ 263,866.98
4854523 NARBERTH PA 19072 SFD 688% 6.000 $1,597.66 360 1-Dec-28 $ 242,995.67
4854619 NEWTOWN CT 06470 SFD 688% 6.000 $2,385.97 360 1-Dec-28 $ 362,894.86
4854621 BROOKLINE MA 02146 SFD 650% 6.000 $3,640.72 360 1-Oct-28 $ 574,429.36
4854939 NEWTON CT 06482 SFD 675% 6.000 $2,200.70 360 1-Dec-28 $ 339,007.86
4855340 MAPLEWOOD NJ 07040 SFD 663% 6.000 $1,764.06 360 1-Jan-29 $ 275,500.00
4855392 ANACORTES WA 98221 SFD 700% 6.000 $1,663.26 360 1-Jan-29 $ 250,000.00
4855530 DANA POINT CA 92624 LCO 650% 6.000 $1,896.21 360 1-Dec-28 $ 299,728.79
4855831 STAMFORD CT 06902 SFD 613% 5.858 $2,795.01 360 1-Dec-28 $ 459,552.91
4855966 OLNEY MD 20832 SFD 700% 6.000 $1,879.48 360 1-Dec-28 $ 282,268.44
4856089 CARMEL NY 10512 SFD 650% 6.000 $2,168.00 360 1-Dec-28 $ 342,689.92
4856345 SIMI VALLEY CA 93065 SFD 675% 6.000 $1,589.07 360 1-Dec-28 $ 244,789.06
4856409 ALAMO CA 94507 SFD 663% 6.000 $2,420.38 360 1-Jan-29 $ 378,000.00
4856413 VIENNA VA 22181 SFD 638% 6.000 $1,851.65 360 1-Nov-28 $ 296,089.30
4856819 MARSHALL MI 49068 SFD 650% 6.000 $1,624.42 360 1-Jan-29 $ 257,000.00
4856934 CLAYTON CA 94517 SFD 663% 6.000 $2,298.72 360 1-Dec-28 $ 358,683.26
4857051 FRANKTOWN CO 80116 SFD 625% 5.983 $2,216.59 360 1-Dec-28 $ 359,658.41
4857098 BEDMINSTER NJ 07921 SFD 638% 6.000 $3,493.68 360 1-Dec-28 $ 559,481.32
4857223 HARDING NJ 07960 SFD 675% 6.000 $2,270.10 360 1-Nov-28 $ 349,395.60
4857258 SARATOGA CA 95070 SFD 675% 6.000 $4,864.49 360 1-Dec-28 $ 749,354.26
4857350 BLOOMINGTON IL 61704 SFD 625% 5.983 $2,512.13 360 1-Dec-28 $ 407,612.87
4858065 DUNWOODY GA 30350 SFD 650% 6.000 $2,806.39 360 1-Nov-28 $ 443,000.39
4858439 SAINT PAUL MN 55105 SFD 700% 6.000 $3,566.03 360 1-Dec-28 $ 535,560.64
4858634 SAN JOSE CA 95020 SFD 638% 6.000 $2,675.16 360 1-Dec-28 $ 428,402.84
4858667 RAMSEY NJ 07446 SFD 663% 6.000 $2,420.38 360 1-Dec-28 $ 377,666.49
4858933 DULUTH GA 30097 SFD 713% 6.000 $2,918.89 360 1-Dec-28 $ 432,903.53
4859064 PLEASANTON CA 94588 SFD 638% 6.000 $3,063.21 360 1-Nov-28 $ 490,088.04
4859394 NESHANIC STATION NJ 08853 SFD 613% 5.858 $1,822.84 360 1-Dec-28 $ 299,708.41
4859460 CANTON MI 48187 SFD 713% 6.000 $1,946.38 360 1-Jan-29 $ 288,900.00
4859545 MORRISTOWN NJ 07960 SFD 638% 6.000 $1,696.31 360 1-Dec-28 $ 271,648.16
4859570 NEW ORLEANS LA 70127 SFD 713% 6.000 $2,025.20 360 1-Dec-28 $ 300,359.61
4860063 CAMDEN ME 04843 SFD 700% 6.000 $3,113.62 360 1-Jan-29 $ 468,000.00
4860124 BOXBOROUGH MA 01719 SFD 713% 6.000 $1,790.08 360 1-Nov-28 $ 265,273.77
4860850 DULUTH GA 30097 SFD 638% 6.000 $2,932.19 360 1-Dec-28 $ 469,564.69
4860960 TEMPE AZ 85284 SFD 625% 5.983 $2,155.02 360 1-Dec-28 $ 349,667.90
4860990 SPRINGBORO OH 45066 SFD 625% 5.983 $1,724.01 360 1-Dec-28 $ 279,734.32
4861641 ANNAPOLIS MD 21403 SFD 663% 6.000 $1,584.77 360 1-Dec-28 $ 247,281.64
4861772 ALPHARETTA GA 30004 SFD 688% 6.000 $1,960.94 360 1-Dec-28 $ 298,249.22
4862019 LIVERMORE CA 94550 SFD 663% 6.000 $2,705.32 360 1-Dec-28 $ 422,127.23
4862192 FORT LAUDERDALE FL 33301 SFD 688% 6.000 $4,270.04 360 1-Jul-28 $ 646,676.23
4862796 HAMPTON NJ 08827 SFD 663% 6.000 $2,002.58 360 1-Dec-28 $ 312,474.06
4862821 ORLANDO FL 32835 SFD 713% 6.000 $1,923.81 360 1-Aug-28 $ 284,394.57
4863297 SUPERIOR CO 80027 SFD 700% 6.000 $1,728.46 360 1-Nov-28 $ 259,372.84
4863492 ALISO VIEJO CA 92656 SFD 650% 6.000 $2,174.63 360 1-Nov-28 $ 343,426.27
4863497 HOWELL MI 48843 SFD 650% 6.000 $2,035.26 360 1-Dec-28 $ 321,708.91
4863851 SAN RAMON CA 94583 SFD 688% 6.000 $1,891.96 360 1-Dec-28 $ 287,758.04
4864059 ALPHARETTA GA 30005 SFD 675% 6.000 $2,594.40 360 1-Dec-28 $ 399,655.60
4864094 KIRKWOOD MO 63122 SFD 700% 6.000 $1,995.91 360 1-Nov-28 $ 299,506.75
4864140 SAN RAFAEL CA 94901 SFD 650% 6.000 $4,677.31 360 1-Nov-28 $ 738,658.42
4864152 NEW CANAAN CT 06840 SFD 638% 6.000 $2,146.12 360 1-Dec-28 $ 343,681.38
4864337 FULLERTON CA 92833 SFD 688% 6.000 $2,033.86 360 1-Nov-28 $ 309,078.29
4864486 ISSAQUAH WA 98029 SFD 663% 6.000 $2,474.17 360 1-Dec-28 $ 386,059.08
4865205 SUMMIT NJ 07901 SFD 638% 6.000 $4,055.16 360 1-Dec-28 $ 649,397.97
4865321 CASTLE ROCK CO 80104 SFD 650% 6.000 $2,679.97 360 1-Dec-28 $ 423,616.70
4865468 KNOXVILLE TN 37922 SFD 638% 6.000 $1,587.13 360 1-Dec-28 $ 254,164.37
4865580 WARWICK NY 10990 SFD 650% 6.000 $1,875.03 360 1-Dec-28 $ 296,381.82
4865593 COLLEYVILLE TX 76034 SFD 625% 5.983 $1,662.44 360 1-Dec-28 $ 269,743.81
4865612 NORTHVILLE MI 48167 SFD 688% 6.000 $2,299.26 360 1-Jan-29 $ 350,000.00
4865729 STOW MA 01775 SFD 663% 6.000 $1,760.86 360 1-Dec-28 $ 274,757.37
4865746 SANDY UT 84092 SFD 650% 6.000 $1,896.21 360 1-Nov-28 $ 299,456.11
4866160 SCOTTSDALE AZ 85255 SFD 650% 6.000 $1,959.42 360 1-Nov-28 $ 309,437.98
4866296 CHANHASSEN MN 55317 SFD 663% 6.000 $1,600.78 360 1-Dec-28 $ 249,779.43
4866393 HOUSTON TX 77005 SFD 588% 5.608 $2,457.84 360 1-Dec-28 $ 415,076.38
4866437 ALPHARETTA GA 30022 SFD 663% 6.000 $2,365.95 360 1-Nov-28 $ 368,846.20
4866565 SAINT HELENA CA 94574 SFD 663% 6.000 $1,819.13 360 1-Dec-28 $ 283,562.75
4866761 TEWKSBURY NJ 07979 LCO 650% 6.000 $1,962.58 360 1-Dec-28 $ 310,219.30
4866827 NORTH ANDOVER MA 01845 SFD 625% 5.983 $1,849.62 360 1-Dec-28 $ 300,114.96
4866920 HOPEWELL JCT NY 12533 SFD 700% 6.000 $2,075.75 360 1-Dec-28 $ 311,744.25
4866943 HUNTINGTON BEACH CA 92648 SFD 688% 6.000 $2,430.64 360 1-Oct-28 $ 369,062.11
4866955 SPRING LAKE NJ 07762 SFD 638% 6.000 $3,743.22 360 1-Dec-28 $ 599,444.28
4867380 SIMI VALLEY CA 93065 SFD 700% 6.000 $1,867.51 360 1-Dec-28 $ 280,469.91
4867485 WEST CHICAGO IL 60185 SFD 688% 6.000 $1,627.55 360 1-Dec-28 $ 247,541.85
4867598 COLLIERVILLE TN 38139 SFD 650% 6.000 $1,877.24 360 1-Oct-28 $ 296,190.16
4867720 MANLIUS NY 13104 SFD 650% 6.000 $1,769.80 360 1-Dec-28 $ 279,746.87
4868003 ATHENS GA 30606 SFD 613% 5.858 $1,495.94 360 1-Dec-28 $ 245,960.71
4868364 TRUMBULL CT 06611 SFD 650% 6.000 $1,848.80 360 1-Dec-28 $ 292,235.58
4868721 SHERMAN CT 06784 SFD 638% 6.000 $1,577.15 360 1-Dec-28 $ 252,565.85
4868917 CHESTER NJ 07930 SFD 625% 5.983 $1,724.01 360 1-Dec-28 $ 279,734.32
4869046 AUSTIN TX 78734 SFD 675% 6.000 $1,675.98 360 1-Oct-28 $ 257,728.80
4869138 FREEHOLD NJ 07728 SFD 688% 6.000 $1,716.23 360 1-Jan-29 $ 261,250.00
4869234 SPARTA NJ 07871 SFD 713% 6.000 $2,627.51 360 1-Dec-28 $ 389,688.12
4869568 SAN FRANCISCO CA 94116 SFD 650% 6.000 $1,763.47 360 1-Dec-28 $ 278,747.78
4869801 WESTLAKE OH 44145 SFD 625% 5.983 $1,586.09 360 1-Nov-28 $ 257,109.88
4870215 SOLVANG CA 93463 SFD 650% 6.000 $1,567.53 360 1-Dec-28 $ 247,775.80
4870253 HONOLULU HI 96821 SFD 613% 5.858 $3,423.89 360 1-Dec-28 $ 562,952.31
4870298 MAMARONECK NY 10543 SFD 688% 6.000 $4,187.93 360 1-Jan-29 $ 637,500.00
4870337 MORRISTOWN NJ 07960 SFD 650% 6.000 $1,875.03 360 1-Dec-28 $ 296,381.82
4870462 WEST HARTFORD CT 06107 SFD 663% 6.000 $2,016.98 360 1-Dec-28 $ 314,722.08
4870685 WAUKESHA WI 53186 SFD 688% 6.000 $1,608.82 360 1-Dec-28 $ 244,694.25
4871053 DANVILLE CA 94526 SFD 650% 6.000 $3,160.35 360 1-Dec-28 $ 499,547.98
4871198 COLLEYVILLE TX 76034 SFD 625% 5.983 $1,823.14 360 1-Dec-28 $ 295,819.05
4871317 BOERNE TX 78006 SFD 675% 6.000 $1,940.93 360 1-Jan-29 $ 299,250.00
4871327 NAPERVILLE IL 60564 SFD 625% 5.983 $1,624.27 360 1-Dec-28 $ 263,549.69
4871609 KENILWORTH IL 60043 SFD 663% 6.000 $5,737.19 360 1-Dec-28 $ 895,209.48
4871671 CHATHAM NJ 07928 SFD 625% 5.983 $3,386.45 360 1-Dec-28 $ 549,478.13
4871930 BRENTWOOD TN 37027 SFD 663% 6.000 $2,049.00 360 1-Nov-28 $ 319,433.78
4872237 SIMI VALLEY CA 93065 PUD 688% 6.000 $1,937.94 360 1-Dec-28 $ 294,752.16
4872273 EDINA MN 55439 SFD 650% 6.000 $3,792.41 360 1-Dec-28 $ 599,457.59
4872320 BOULDER CO 80301 SFD 650% 6.000 $2,374.37 360 1-Dec-28 $ 375,310.40
4872355 RALEIGH NC 27614 SFD 650% 6.000 $2,528.28 360 1-Dec-28 $ 399,638.39
4873109 CANTON GA 30114 SFD 725% 6.000 $2,376.02 360 1-Dec-28 $ 348,028.29
4873159 SAN JOSE CA 95118 SFD 650% 6.000 $1,724.29 360 1-Nov-28 $ 272,305.42
4873242 AMBLER PA 19002 SFD 675% 6.000 $2,235.72 360 1-Dec-28 $ 344,403.22
4873446 CONCORD MA 01742 SFD 675% 6.000 $4,232.11 360 1-Dec-28 $ 651,938.20
4873697 POTOMAC MD 20854 SFD 688% 6.000 $3,141.11 360 1-Dec-28 $ 477,748.29
4873803 MURRAY UT 84107 SFD 663% 6.000 $1,690.43 360 1-Dec-28 $ 263,767.07
4874028 PRINCETON NJ 08540 PUD 638% 6.000 $1,653.26 360 1-Jan-29 $ 265,000.00
4874532 HOUSTON TX 77079 SFD 663% 6.000 $1,818.49 360 1-Dec-28 $ 283,749.43
4874800 MORAGA CA 94556 SFD 688% 6.000 $2,555.46 360 1-Dec-28 $ 388,673.19
4874878 SCOTTSDALE AZ 85259 SFD 600% 5.733 $1,798.66 360 1-Dec-28 $ 299,701.34
4874911 GRANITE BAY CA 95661 SFD 625% 5.983 $1,600.87 360 1-Dec-28 $ 259,753.30
4874991 ELMHURST IL 60126 SFD 675% 6.000 $1,637.72 360 1-Dec-28 $ 252,282.59
4875046 NAPERVILLE IL 60565 SFD 650% 6.000 $1,527.40 360 1-Dec-28 $ 241,431.54
4875168 ALEXANDRIA VA 22314 PUD 625% 5.983 $4,002.16 360 1-Nov-28 $ 648,763.29
4875628 VALENCIA CA 91354 SFD 700% 6.000 $3,081.69 360 1-Dec-28 $ 462,820.31
4875826 MONTGOMERY NJ 08558 SFD 625% 5.983 $1,839.15 360 1-Dec-28 $ 298,319.33
4876004 LAFAYETTE CA 94549 SFD 625% 5.983 $2,315.10 360 1-Dec-28 $ 375,643.23
4876064 LAWRENCEVILLE GA 30043 SFD 650% 6.000 $1,703.43 360 1-Dec-28 $ 269,256.36
4876139 KNOXVILLE TN 37922 SFD 763% 6.000 $2,060.39 360 1-Dec-28 $ 290,889.31
4877109 CLARKSVILLE TN 37043 SFD 688% 6.000 $1,685.03 360 1-Dec-28 $ 256,284.50
4877218 CRYSTAL LAKE IL 60014 SFD 638% 6.000 $1,691.94 360 1-Dec-28 $ 270,948.81
4877328 THE WOODLANDS TX 77382 SFD 638% 6.000 $1,856.64 360 1-Dec-28 $ 297,324.36
4877645 VERNON HILLS IL 60061 SFD 688% 6.000 $2,278.89 360 1-Dec-28 $ 346,608.56
4877696 THE WOODLANDS TX 77382 SFD 650% 6.000 $1,801.40 360 1-Dec-28 $ 284,742.35
4877971 MURRYSVILLE PA 15668 SFD 650% 6.000 $1,656.02 360 1-Dec-28 $ 261,763.15
4878363 WILLIAMSTOWN KY 41097 SFD 650% 6.000 $1,801.40 360 1-Dec-28 $ 284,742.35
4878596 ROLLING MEADOWS IL 60008 SFD 600% 5.733 $1,462.91 360 1-Dec-28 $ 243,757.09
4878607 MENLO PARK CA 94025 SFD 688% 6.000 $2,430.64 360 1-Dec-28 $ 369,689.15
4878654 MONTEREY CA 93940 SFD 650% 6.000 $2,528.28 360 1-Dec-28 $ 399,638.39
4879014 ALPHARETTA GA 30022 SFD 650% 6.000 $1,807.72 360 1-Dec-28 $ 285,741.45
4879020 SUDBURY MA 01776 SFD 650% 6.000 $2,490.35 360 1-Dec-28 $ 393,643.82
4879240 ATLANTA GA 30309 HCO 688% 6.000 $1,743.17 360 1-Dec-28 $ 265,127.06
4879603 GRANVILLE OH 43023 SFD 638% 6.000 $2,021.34 360 1-Nov-28 $ 323,398.23
4879726 FAIRFAX STATION VA 22039 SFD 713% 6.000 $2,101.33 360 1-Dec-28 $ 311,650.58
4880105 ALPHARETTA GA 30201 SFD 625% 5.983 $1,718.47 360 1-Dec-28 $ 278,835.18
4880297 WOODINVILLE WA 98072 SFD 625% 5.983 $1,994.93 360 1-Dec-28 $ 323,692.57
4880380 BETHESDA MD 20817 SFD 650% 6.000 $2,528.28 360 1-Dec-28 $ 399,638.39
4880414 HIGHLANDS RANCH CO 80126 SFD 638% 6.000 $1,671.98 360 1-Dec-28 $ 267,751.77
4880490 ATLANTA GA 30305 LCO 638% 6.000 $2,670.17 360 1-Dec-28 $ 427,603.58
4880507 NEW YORK NY 10024 COP 750% 6.000 $2,556.51 360 1-Dec-28 $ 365,353.65
4880681 LONG VALLEY NJ 07853 SFD 663% 6.000 $2,177.06 360 1-Dec-28 $ 339,700.02
4880928 CHADDS FORD PA 19317 SFD 663% 6.000 $2,064.37 360 1-Dec-28 $ 322,115.55
4881018 FLOWER MOUND TX 75028 SFD 638% 6.000 $1,513.83 360 1-Dec-28 $ 242,425.25
4881112 SIMI VALLEY CA 93063 SFD 688% 6.000 $1,832.84 360 1-Dec-28 $ 278,765.60
4881534 YORBA LINDA CA 92686 SFD 638% 6.000 $1,715.65 360 1-Dec-28 $ 274,745.29
4881580 MORRISVILLE NC 27560 SFD 688% 6.000 $1,642.33 360 1-Dec-28 $ 249,789.96
4881984 STAMFORD CT 06902 SFD 713% 6.000 $2,182.85 360 1-Dec-28 $ 323,740.90
4882192 LIBERTYVILLE IL 60048 SFD 638% 6.000 $3,393.86 360 1-Dec-28 $ 543,496.14
4882354 SAN CLEMENTE CA 92673 SFD 613% 5.858 $3,117.35 360 1-Dec-28 $ 512,551.34
4882408 TRUMBULL CT 06611 SFD 600% 5.733 $1,798.66 360 1-Dec-28 $ 299,701.34
4882578 BROWNSBURG IN 46112 SFD 650% 6.000 $1,704.06 360 1-Dec-28 $ 269,356.27
4882880 BIRMINGHAM MI 48009 SFD 663% 6.000 $4,072.38 360 1-Dec-28 $ 635,438.87
4882892 GAITHERSBURG MD 20879 SFD 650% 6.000 $2,313.37 360 1-Dec-28 $ 365,669.13
4882966 MILL VALLEY CA 94941 SFD 663% 6.000 $3,227.17 360 1-Dec-28 $ 503,555.33
4883019 DANA POINT CA 92629 SFD 650% 6.000 $1,753.99 360 1-Dec-28 $ 277,249.14
4883081 RICHMOND VA 23233 SFD 650% 6.000 $2,573.78 360 1-Dec-28 $ 406,831.89
4883165 PLAINSBORO NJ 08536 SFD 663% 6.000 $1,890.20 360 1-Dec-28 $ 294,939.55
4883224 NAPERVILLE IL 60540 SFD 625% 5.983 $1,625.50 360 1-Dec-28 $ 263,749.50
4883298 NEW ORLEANS LA 70131 SFD 700% 6.000 $2,328.56 360 1-Dec-28 $ 349,713.11
4883945 SAN JOSE CA 95120 SFD 700% 6.000 $3,205.10 360 1-Dec-28 $ 481,355.11
4883990 SPRING TX 77389 SFD 713% 6.000 $2,186.03 240 1-Dec-18 $ 278,722.02
4884167 ENCINITAS CA 92024 SFD 688% 6.000 $2,706.55 360 1-Dec-28 $ 411,653.87
4884265 WATERFORD VA 20197 SFD 725% 6.000 $2,116.80 360 1-Dec-28 $ 310,057.93
4884510 MORRIS TOWNSHIP NJ 07960 SFD 650% 6.000 $1,714.49 360 1-Dec-28 $ 271,004.78
4884531 TUCSON AZ 85750 SFD 625% 5.983 $2,198.12 360 1-Jan-29 $ 357,000.00
4884906 KIRKLAND WA 98034 SFD 625% 5.983 $4,002.17 360 1-Dec-28 $ 649,383.25
4884947 SHREWSBURY MA 01545 SFD 688% 6.000 $2,069.33 360 1-Dec-28 $ 314,735.36
4884963 BERKLEY CA 94707 SFD 600% 5.733 $1,588.81 360 1-Nov-28 $ 264,471.06
4885371 LITTLETON CO 80128 SFD 650% 6.000 $2,826.61 360 1-Dec-28 $ 446,795.72
4885631 EAGAN MN 55122 SFD 663% 6.000 $1,613.59 360 1-Dec-28 $ 251,777.66
4885641 MISSION VIEJO CA 92692 SFD 625% 5.983 $1,871.79 360 1-Dec-28 $ 303,711.54
4885708 REDONDO BEACH CA 90278 SFD 675% 6.000 $2,334.96 360 1-Dec-28 $ 359,690.04
4885759 WAKE FOREST NC 27587 SFD 675% 6.000 $3,372.72 360 1-Dec-28 $ 519,552.28
4885885 WELLINGTON FL 33414 SFD 638% 6.000 $1,546.58 360 1-Nov-28 $ 247,439.56
4885946 AURORA CO 80016 SFD 650% 6.000 $1,592.82 360 1-Dec-28 $ 251,772.18
4886023 CARLSBAD CA 92009 SFD 688% 6.000 $1,870.61 360 1-Dec-28 $ 284,510.77
4886035 RIDGEFIELD CT 06877 SFD 625% 5.983 $1,927.97 360 1-Dec-28 $ 312,827.89
4886050 COPPELL TX 75019 SFD 675% 6.000 $1,686.36 360 1-Oct-28 $ 259,324.63
4886101 AURORA CO 80016 SFD 613% 5.858 $1,832.55 360 1-Oct-28 $ 300,716.11
4886238 TUSTIN CA 92780 SFD 650% 6.000 $1,758.10 360 1-Oct-28 $ 277,391.54
4886316 EASTON CT 06612 SFD 600% 5.733 $2,338.25 360 1-Dec-28 $ 389,611.75
4886419 CHAPEL HILL NC 27516 SFD 663% 6.000 $1,815.29 360 1-Dec-28 $ 283,249.87
4886532 MALIBU CA 90265 SFD 650% 6.000 $2,591.48 360 1-Dec-28 $ 409,629.35
4887260 SOUTHLAKE TX 76092 SFD 675% 6.000 $2,241.56 360 1-Dec-28 $ 345,302.44
4887573 FOOTHILL RANCH CA 92610 SFD 763% 6.000 $1,719.94 360 1-Dec-28 $ 242,824.12
4887627 SIMSBURY CT 06070 SFD 688% 6.000 $1,697.84 360 1-Jan-29 $ 258,450.00
4887651 DANBURY CT 06811 SFD 688% 6.000 $1,998.38 360 1-Dec-28 $ 303,944.43
4888243 THE WOODLANDS TX 77382 SFD 638% 6.000 $1,996.39 360 1-Dec-28 $ 319,703.61
4888357 MIDDLEBURY IN 46540 SFD 613% 5.858 $2,126.64 360 1-Dec-28 $ 349,659.82
4888385 EDEN PRAIRIE MN 55347 SFD 700% 6.000 $2,514.84 360 1-Dec-28 $ 377,690.16
4888394 WALLED LAKE MI 48390 SFD 650% 6.000 $1,591.24 360 1-Dec-28 $ 251,522.41
4888477 RYE NY 10580 SFD 650% 6.000 $3,918.83 360 1-Dec-28 $ 619,439.50
4888592 SUNNYVALE CA 94086 LCO 688% 6.000 $2,012.83 360 1-Jan-29 $ 306,400.00
4888819 CLIVE IA 50325 SFD 625% 5.983 $1,539.30 360 1-Dec-28 $ 249,762.78
4888916 LEXINGTON MA 02420 SFD 625% 5.983 $3,448.02 360 1-Nov-28 $ 558,934.53
4889027 MCKINNEY TX 75023 SFD 663% 6.000 $1,701.77 360 1-Oct-28 $ 265,064.65
4889264 NAPERVILLE IL 60564 SFD 650% 6.000 $1,711.65 360 1-Dec-28 $ 270,555.18
4889323 WARREN NJ 07059 SFD 588% 5.608 $2,661.92 360 1-Dec-28 $ 449,541.20
4889325 LITTLETON CO 80124 SFD 688% 6.000 $2,036.48 360 1-Dec-28 $ 309,739.56
4889372 MINNETONKA MN 55343 SFD 725% 6.000 $2,046.53 360 1-Dec-28 $ 299,765.97
4889446 WESTERVILLE OH 43081 SFD 638% 6.000 $1,871.61 360 1-Dec-28 $ 299,722.14
4889761 ATLANTA GA 30342 SFD 713% 6.000 $2,021.16 360 1-Dec-28 $ 299,760.09
4889809 ORINDA CA 94563 SFD 713% 6.000 $4,547.61 360 1-Dec-28 $ 674,460.20
4889983 NORTH POTOMAC MD 20878 SFD 700% 6.000 $2,404.41 360 1-Jan-29 $ 361,400.00
4890069 CARMEL NY 10512 SFD 613% 5.858 $1,822.84 360 1-Dec-28 $ 299,708.41
4890120 GLASTONBURY CT 06033 SFD 625% 5.983 $2,719.01 360 1-Dec-28 $ 441,180.99
4890288 JEFFERSON SD 57038 SFD 650% 6.000 $2,185.70 360 1-Dec-28 $ 345,487.38
4890988 VIENNA VA 22182 SFD 663% 6.000 $3,406.46 360 1-Dec-28 $ 531,530.62
4891028 PALOS VERDES ESTATES CA 90274 SFD 650% 6.000 $5,562.20 360 1-Dec-28 $ 879,204.47
4891031 GREEN OAKS IL 60048 SFD 625% 5.983 $2,345.89 360 1-Dec-28 $ 380,638.48
4891158 COLUMBIA MO 65201 SFD 675% 6.000 $1,997.69 360 1-Jan-29 $ 308,000.00
4891268 HINGHAM MA 02043 SFD 688% 6.000 $1,881.45 360 1-Dec-28 $ 286,159.38
4891293 MANASSAS VA 20112 SFD 675% 6.000 $1,653.93 360 1-Dec-28 $ 254,780.45
4891372 ALPHARETTA GA 30022 SFD 650% 6.000 $1,883.57 360 1-Dec-28 $ 297,730.60
4891457 BRIDGEWATER NJ 08807 SFD 625% 5.983 $1,847.16 360 1-Dec-28 $ 299,715.34
4891506 CARY NC 27513 SFD 675% 6.000 $1,945.80 360 1-Dec-28 $ 299,741.70
4891591 CARY IL 60013 SFD 663% 6.000 $2,484.41 360 1-Dec-28 $ 387,657.67
4891777 STRATHAM NH 03885 SFD 625% 5.983 $1,539.30 360 1-Dec-28 $ 249,762.78
4891789 SAN DIEGO CA 92130 SFD 675% 6.000 $3,528.38 360 1-Dec-28 $ 543,531.62
4891852 ISSAQUAH WA 98029 SFD 688% 6.000 $2,463.16 360 1-Jan-29 $ 374,950.00
4892090 WEST CHESTER PA 19382 SFD 638% 6.000 $2,557.87 360 1-Jan-29 $ 410,000.00
4892314 CANTON MA 02021 SFD 638% 6.000 $2,914.73 360 1-Dec-28 $ 466,767.27
4892601 ATLANTA GA 30307 SFD 663% 6.000 $1,788.39 360 1-Dec-28 $ 279,053.58
4892806 AURORA IL 60504 SFD 613% 5.858 $1,633.57 360 1-Jan-29 $ 268,850.00
4892906 ISSAQUAH WA 98027 SFD 650% 6.000 $1,668.66 360 1-Dec-28 $ 263,761.34
4892912 WESTFORD MA 01886 SFD 625% 5.983 $1,536.84 360 1-Dec-28 $ 249,363.16
4893359 SOUTHBOROUGH MA 01772 SFD 675% 6.000 $1,602.37 360 1-Dec-28 $ 246,837.29
4893468 STAMFORD CT 06901 SFD 688% 6.000 $1,591.42 360 1-Dec-28 $ 242,046.47
4893693 FALLS CHURCH VA 22041 SFD 650% 6.000 $1,587.75 360 1-Nov-28 $ 250,744.60
4893737 ATLANTA GA 30350 SFD 638% 6.000 $2,645.21 360 1-Dec-28 $ 423,607.29
4893756 WEST BEND WI 53095 SFD 638% 6.000 $2,074.37 360 1-Nov-28 $ 331,882.44
4893859 ATLANTA GA 30342 SFD 700% 6.000 $1,889.80 360 1-Dec-28 $ 283,817.16
4894385 KESWICK VA 22947 SFD 675% 6.000 $2,900.54 360 1-Dec-28 $ 446,814.96
4894405 NEW HOPE PA 18938 SFD 625% 5.983 $2,863.09 360 1-Dec-28 $ 464,558.78
4894519 APEX NC 27502 SFD 688% 6.000 $1,874.22 360 1-Dec-28 $ 285,060.31
4894537 SAN ANTONIO TX 78216 SFD 650% 6.000 $1,990.39 360 1-Dec-28 $ 314,615.32
4894712 LONG BEACH CA 90807 SFD 738% 6.000 $1,870.01 360 1-Dec-28 $ 270,543.97
4894730 DOYLESTOWN PA 18901 SFD 663% 6.000 $1,600.78 360 1-Dec-28 $ 249,779.43
4894798 SANTA ROSA CA 95403 SFD 675% 6.000 $2,594.40 360 1-Dec-28 $ 399,655.60
4894844 FORT COLLINS CO 80528 SFD 613% 5.858 $1,939.80 360 1-Dec-28 $ 318,939.71
4895049 MORGAN HILL CA 95037 SFD 750% 6.000 $2,160.58 360 1-Dec-28 $ 308,770.67
4895689 AUSTIN TX 78750 SFD 638% 6.000 $1,633.92 360 1-Dec-28 $ 261,657.42
4895983 DENVER CO 80206 SFD 688% 6.000 $1,936.30 360 1-Dec-28 $ 294,502.37
4896184 DOBBS FERRY NY 10522 SFD 663% 6.000 $3,745.82 360 1-Dec-28 $ 584,483.87
4896334 INVERNESS IL 60010 SFD 600% 5.733 $1,558.84 360 1-Jan-29 $ 260,000.00
4896512 EDEN PRAIRIE MN 55346 SFD 738% 6.000 $1,833.06 360 1-Dec-28 $ 265,198.04
4896538 MCKINNEY TX 75070 SFD 725% 6.000 $2,028.79 360 1-Nov-28 $ 296,934.60
4896713 REDMOND WA 98053 SFD 638% 6.000 $1,547.20 360 1-Dec-28 $ 247,770.30
4896721 BRIDGEWATER NJ 08807 SFD 650% 6.000 $1,744.51 360 1-Dec-28 $ 275,750.49
4896910 BARRINGTON IL 60010 SFD 688% 6.000 $2,303.45 240 1-Dec-18 $ 299,415.30
4897183 PLEASANTON CA 94588 SFD 663% 6.000 $1,896.29 360 1-Dec-28 $ 295,888.70
4897323 SOLON OH 44139 SFD 650% 6.000 $2,043.17 360 1-Dec-28 $ 322,957.77
4897378 BASKING RIDGE NJ 07920 LCO 638% 6.000 $1,871.61 360 1-Dec-28 $ 299,722.14
4897573 SARASOTA FL 34240 SFD 688% 6.000 $2,987.39 360 1-Dec-28 $ 454,367.95
4897608 AVON CT 06001 SFD 675% 6.000 $3,729.44 360 1-Jan-29 $ 575,000.00
4897673 CHESTER NJ 07930 SFD 638% 6.000 $1,871.61 360 1-Jan-29 $ 300,000.00
4897801 WOODBURY MN 55125 SFD 663% 6.000 $1,716.04 360 1-Dec-28 $ 267,763.54
4897869 CHAPIN SC 29036 SFD 700% 6.000 $1,783.02 360 1-Dec-28 $ 267,780.31
4897983 MEDIA PA 19063 SFD 675% 6.000 $2,671.58 360 1-Dec-28 $ 411,545.36
4897986 SARATOGA CA 95070 SFD 663% 6.000 $4,802.34 360 1-Jan-29 $ 750,000.00
4898319 AUSTIN TX 78746 SFD 638% 6.000 $3,418.19 360 1-Dec-28 $ 547,392.53
4899456 ANAHEIM HILLS CA 92808 SFD 700% 6.000 $3,023.80 360 1-Dec-28 $ 454,127.45
4899477 FAIRFAX VA 22030 SFD 613% 5.858 $1,519.03 360 1-Dec-28 $ 249,757.01
4899485 ALPHARETTA GA 30022 SFD 675% 6.000 $3,372.72 360 1-Dec-28 $ 519,552.28
4899487 COLUMBIA SC 29223 SFD 650% 6.000 $2,228.68 360 1-Oct-28 $ 351,638.52
4899723 GRANITE BAY CA 95746 SFD 675% 6.000 $1,848.51 360 1-Dec-28 $ 284,754.62
4899792 OVIEDO FL 32765 SFD 713% 6.000 $1,637.14 360 1-Jan-29 $ 243,000.00
4899811 BELLEVUE WA 98007 SFD 625% 5.983 $1,847.16 360 1-Dec-28 $ 299,715.34
4899961 CLAYTON CA 94517 SFD 675% 6.000 $2,200.37 360 1-Dec-28 $ 338,957.91
4900000 MILPITAS CA 95035 SFD 675% 6.000 $2,581.43 360 1-Dec-28 $ 397,657.32
4900095 STAMFORD CT 06903 SFD 638% 6.000 $2,545.39 360 1-Jan-29 $ 408,000.00
4900298 MORRISTOWN NJ 07960 SFD 675% 6.000 $2,423.17 360 1-Dec-28 $ 373,278.33
4900375 SUNNYVALE CA 94087 SFD 675% 6.000 $1,992.50 360 1-Dec-28 $ 306,935.50
4900835 UNION NJ 07083 SFD 650% 6.000 $1,850.70 360 1-Dec-28 $ 292,535.30
4901017 EXTON PA 19341 SFD 663% 6.000 $1,639.20 360 1-Dec-28 $ 255,774.13
4901116 REDMOND WA 98053 SFD 725% 6.000 $1,944.20 360 1-Nov-28 $ 284,554.01
4901127 ORINDA CA 94563 SFD 638% 6.000 $2,308.32 360 1-Dec-28 $ 369,657.31
4901507 BELMONT CA 94002 SFD 625% 5.983 $2,807.68 360 1-Nov-28 $ 455,132.39
4901753 MEQUON WI 53097 SFD 713% 6.000 $1,852.06 360 1-Jan-29 $ 274,900.00
4901985 SOUTHLAKE TX 76092 SFD 625% 5.983 $1,847.16 360 1-Dec-28 $ 299,715.34
4902400 PEWAUKEE WI 53072 SFD 663% 6.000 $1,997.78 360 1-Dec-28 $ 311,724.72
4902445 REDMOND WA 98053 SFD 638% 6.000 $2,755.01 360 1-Dec-28 $ 441,190.99
4902586 OMAHA NE 68101 SFD 700% 6.000 $2,514.85 360 1-Dec-28 $ 377,690.15
4902598 ROSWELL GA 30076 SFD 638% 6.000 $3,431.29 360 1-Dec-28 $ 549,490.59
4902608 MELROSE MA 02176 SFD 675% 6.000 $1,634.47 360 1-Jan-29 $ 252,000.00
4902745 WINDSOR CO 80550 SFD 625% 5.983 $1,716.31 360 1-Nov-28 $ 278,219.66
4903020 WHEATON IL 60187 SFD 613% 5.858 $1,519.03 360 1-Dec-28 $ 249,757.01
4903349 PLANO TX 75093 SFD 625% 5.983 $1,748.64 360 1-Dec-28 $ 283,730.53
4903576 SPRINGDALE AR 72764 SFD 700% 6.000 $2,332.22 360 1-Nov-28 $ 349,973.64
4903755 RIDGEFIELD CT 06877 SFD 675% 6.000 $1,955.53 360 1-Dec-28 $ 301,240.41
4904128 CORINTH TX 76205 SFD 625% 5.983 $1,622.73 360 1-Jan-29 $ 263,550.00
4904330 SAN FRANCISCO CA 94114 SFD 650% 6.000 $4,013.64 360 1-Jan-29 $ 635,000.00
4904730 LANDENBERG PA 19350 SFD 650% 6.000 $1,988.81 360 1-Dec-28 $ 314,365.54
4904815 ORONO MN 55356 SFD 675% 6.000 $4,215.89 360 1-Dec-28 $ 649,440.36
4905031 CASTRO VALLEY CA 94546 SFD 688% 6.000 $1,628.86 360 1-Jan-29 $ 247,950.00
4905137 NEW FARIFIELD CT 06810 SFD 638% 6.000 $1,934.00 360 1-Dec-28 $ 309,712.88
4905258 CHESTERFIELD MO 63005 SFD 688% 6.000 $2,496.33 360 1-Dec-28 $ 379,680.75
4905289 MORAGA CA 94556 SFD 725% 6.000 $2,406.72 360 1-Dec-28 $ 352,524.78
4905355 SAN FRANCISCO CA 94123 SFD 775% 6.000 $7,164.13 360 1-Dec-28 $ 999,294.20
4905473 DANVILLE CA 94526 SFD 650% 6.000 $2,401.86 360 1-Dec-28 $ 379,656.47
4905571 ALLEN TX 75013 SFD 638% 6.000 $1,836.67 360 1-Dec-28 $ 294,127.33
4905630 SCITUATE MA 02066 SFD 688% 6.000 $2,397.47 360 1-Jan-29 $ 364,950.00
4905706 FRANKLIN MA 02038 SFD 688% 6.000 $1,807.87 360 1-Nov-28 $ 274,736.27
4905955 RADNOR PA 19087 SFD 650% 6.000 $4,108.45 360 1-Dec-28 $ 649,412.38
4906296 NEWBURY PARK CA 91320 SFD 675% 6.000 $1,679.87 360 1-Dec-28 $ 258,777.01
4906427 MORGAN HILL CA 95037 SFD 663% 6.000 $2,463.92 360 1-Dec-28 $ 384,460.50
4906895 SAN JOSE CA 95120 SFD 688% 6.000 $2,193.49 360 1-Jan-29 $ 333,900.00
4906956 PLANO TX 75093 SFD 650% 6.000 $1,592.82 360 1-Nov-28 $ 251,543.13
4906960 ALAMO CA 94507 SFD 638% 6.000 $2,058.78 360 1-Jan-29 $ 330,000.00
4906961 ROSEVILLE CA 95661 SFD 750% 6.000 $1,901.87 360 1-Dec-28 $ 271,798.13
4906971 EAST LYME CT 06333 SFD 700% 6.000 $1,706.51 360 1-Jan-29 $ 256,500.00
4907215 LAS FLORES CA 90265 SFD 638% 6.000 $2,383.19 360 1-Dec-28 $ 381,646.19
4907478 GLENVAR HEIGHTS FL 33143 SFD 738% 6.000 $3,142.58 360 1-Dec-28 $ 454,653.77
4907574 TUCSON AZ 85718 SFD 688% 6.000 $2,397.80 360 1-Jan-29 $ 365,000.00
4907575 RIDGEFIELD CT 06877 SFD 725% 6.000 $2,210.26 360 1-Dec-28 $ 323,747.24
4907624 WOODINVILLE WA 98072 SFD 750% 6.000 $2,485.71 360 1-Dec-28 $ 355,236.17
4907727 SEATTLE WA 98136 SFD 675% 6.000 $2,542.51 360 1-Jan-29 $ 392,000.00
4907751 THOUSAND OAKS CA 91362 SFD 650% 6.000 $2,168.00 360 1-Dec-28 $ 342,689.92
4908176 CARY IL 60013 SFD 700% 6.000 $2,574.73 360 1-Dec-28 $ 386,682.77
4908184 RENO NV 89509 SFD 675% 6.000 $1,867.97 360 1-Dec-28 $ 287,752.03
4908379 SAN FRANCISCO CA 94109 LCO 688% 6.000 $3,613.11 360 1-Dec-28 $ 549,537.93
4908557 GUILFORD CT 06437 SFD 613% 5.858 $1,822.84 360 1-Dec-28 $ 299,708.41
4908871 ATLANTA GA 30379 SFD 675% 6.000 $2,075.52 360 1-Dec-28 $ 319,224.48
4909028 HOUSTON TX 77041 SFD 688% 6.000 $1,718.20 360 1-Dec-28 $ 261,330.26
4909168 VALENCIA CA 91354 SFD 650% 6.000 $1,520.12 360 1-Dec-28 $ 240,282.59
4909576 OAKLAND CA 94602 SFD 675% 6.000 $1,686.36 360 1-Dec-28 $ 259,776.14
4909610 ALPHARETTA GA 30022 SFD 650% 6.000 $1,927.81 360 1-Dec-28 $ 304,724.27
4909643 SAN DIEGO CA 92129 SFD 750% 6.000 $1,859.25 360 1-Dec-28 $ 265,707.66
4909710 SACRAMENTO CA 95819 SFD 738% 6.000 $2,624.57 360 1-Nov-28 $ 379,419.92
4909786 MANHATTAN BEACH CA 90266 SFD 713% 6.000 $2,883.52 360 1-Jan-29 $ 428,000.00
4909906 LA JOLLA CA 92037 SFD 788% 6.000 $4,350.42 360 1-Dec-28 $ 599,587.08
4910036 ALPHARETTA GA 30005 SFD 675% 6.000 $1,757.12 360 1-Nov-28 $ 270,442.19
4910479 ATLANTA GA 30319 PUD 725% 6.000 $2,148.18 360 1-Jan-29 $ 314,900.00
4910599 DULUTH GA 30097 SFD 650% 6.000 $2,720.43 360 1-Jan-29 $ 430,400.00
4910631 ALPHARETTA GA 30004 SFD 688% 6.000 $2,575.17 360 1-Dec-28 $ 391,670.66
4910749 GERMANTOWN TN 38138 SFD 700% 6.000 $1,783.02 360 1-Dec-28 $ 267,780.31
4910755 HOCKESSIN DE 19707 SFD 663% 6.000 $1,926.06 360 1-Jan-29 $ 300,800.00
4910897 TIERRA VERDE FL 33715 SFD 650% 6.000 $1,848.80 360 1-Dec-28 $ 292,235.58
4911139 RANDOLPH NJ 07869 SFD 638% 6.000 $1,803.61 360 1-Dec-28 $ 288,832.23
4911203 SAN DIEGO CA 92128 SFD 650% 6.000 $1,717.97 360 1-Dec-28 $ 271,554.28
4911287 MOUNT KISCO NY 10549 SFD 675% 6.000 $3,113.28 360 1-Dec-28 $ 479,586.72
4911417 SAN DIEGO CA 92127 SFD 700% 6.000 $1,857.53 360 1-Dec-28 $ 278,971.14
4911808 MADISON CT 06443 SFD 675% 6.000 $2,118.33 360 1-Jan-29 $ 326,600.00
4911825 SANTA MARIA CA 93455 SFD 650% 6.000 $2,167.37 360 1-Dec-28 $ 342,590.01
4912022 LOS GATOS CA 95032 SFD 663% 6.000 $4,815.14 360 1-Dec-28 $ 751,336.53
4912356 ALPHARETTA GA 30005 SFD 663% 6.000 $2,049.00 360 1-Nov-28 $ 319,433.78
4912737 WINSTON-SALEM NC 27104 SFD 688% 6.000 $2,259.84 360 1-Dec-28 $ 343,710.99
4912769 HERNDON VA 20171 SFD 688% 6.000 $1,621.96 360 1-Dec-28 $ 246,692.57
4913250 DOVER FL 33527 SFD 650% 6.000 $2,054.23 360 1-Dec-28 $ 324,706.19
4913261 MARIETTA GA 30067 SFD 650% 6.000 $1,609.88 360 1-Dec-28 $ 254,469.75
4913719 WESTPORT CT 06883 SFD 613% 5.858 $3,858.33 360 1-Dec-28 $ 634,382.82
4914142 WESTPORT CT 06880 SFD 688% 6.000 $3,613.11 360 1-Dec-28 $ 549,537.93
4914492 CHARLOTTE NC 28277 SFD 675% 6.000 $1,945.80 360 1-Dec-28 $ 299,741.70
4914502 KINGSVILLE TX 78363 SFD 625% 5.983 $2,138.39 360 1-Jan-29 $ 347,300.00
4914546 PIEDMONT CA 94611 SFD 663% 6.000 $2,881.40 360 1-Dec-28 $ 449,602.97
4914716 ALLEN TX 75013 SFD 600% 5.733 $1,717.72 360 1-Dec-28 $ 286,214.78
4914992 SIMI VALLEY CA 93065 SFD 688% 6.000 $2,474.65 360 1-Nov-28 $ 376,065.23
4915126 ALAMO CA 94507 SFD 725% 6.000 $2,558.17 360 1-Dec-28 $ 374,707.46
4915186 NORTH MYRTLE BEACH SC 29582 SFD 738% 6.000 $2,066.85 360 1-Jan-29 $ 299,250.00
4915501 PEACHTREE CITY GA 30269 SFD 675% 6.000 $1,803.11 360 1-Dec-28 $ 277,760.64
4915650 LIBERTYVILLE IL 60048 SFD 663% 6.000 $2,868.60 360 1-Dec-28 $ 447,604.73
4915668 LITTLETON CO 80126 SFD 750% 6.000 $1,716.93 360 1-Dec-28 $ 245,367.76
4915709 PITTSFORD NY 14534 SFD 650% 6.000 $1,693.95 360 1-Jan-29 $ 268,000.00
4915732 EAGLE ID 83616 SFD 700% 6.000 $1,942.69 360 1-Dec-28 $ 291,760.64
4915897 FRANKLIN TN 37067 SFD 675% 6.000 $1,660.42 360 1-Jan-29 $ 256,000.00
4916143 MORGAN HILL CA 95037 SFD 688% 6.000 $2,956.18 360 1-Dec-28 $ 449,621.95
4916490 MATHEWS NC 28105 SFD 688% 6.000 $1,771.09 360 1-Jan-29 $ 269,600.00
4916644 DUBLIN CA 94568 SFD 650% 6.000 $3,026.03 360 1-Dec-28 $ 478,317.20
4916678 CLAYTON CA 94517 SFD 700% 6.000 $3,120.27 360 1-Jan-29 $ 469,000.00
4916807 CLAYTON CA 94517 SFD 713% 6.000 $2,454.70 360 1-Dec-28 $ 364,058.63
4916895 SCOTCH PLAINS NJ 07076 SFD 675% 6.000 $2,302.53 360 1-Dec-28 $ 354,694.35
4917162 CARMEL IN 46032 SFD 650% 6.000 $4,252.24 360 1-Dec-28 $ 672,141.82
4917300 MEDIA PA 19063 SFD 675% 6.000 $2,462.08 360 1-Dec-28 $ 379,273.17
4917504 ARLINGTON TX 76016 SFD 663% 6.000 $1,984.97 360 1-Dec-28 $ 309,726.49
4917508 ORLANDO FL 32836 SFD 688% 6.000 $2,680.27 360 1-Jan-29 $ 408,000.00
4917774 THOUSAND OAKS CA 91320 SFD 675% 6.000 $2,072.92 360 1-Dec-28 $ 319,324.83
4917786 SUNNYVALE CA 94086 SFD 700% 6.000 $2,767.66 360 1-Dec-28 $ 415,659.01
4917995 HIGHLANDS RANCH CO 80126 SFD 713% 6.000 $1,877.32 360 1-Dec-28 $ 278,427.16
4918204 ELK GROVE CA 95624 SFD 688% 6.000 $2,207.29 360 1-Jan-29 $ 336,000.00
4918379 OLD LYME CT 06371 SFD 625% 5.983 $1,526.98 360 1-Jan-29 $ 248,000.00
4918394 UNION CITY CA 94587 SFD 638% 6.000 $2,036.32 360 1-Dec-28 $ 326,097.68
4918429 MORRISVILLE NC 27560 SFD 713% 6.000 $1,949.41 360 1-Dec-28 $ 289,118.61
4918710 BELLEVUE WA 98006 SFD 650% 6.000 $1,769.80 360 1-Dec-28 $ 279,746.87
4918720 SPRINGBORO OH 45066 SFD 638% 6.000 $1,715.65 360 1-Jan-29 $ 275,000.00
4918874 AUSTIN TX 78746 SFD 675% 6.000 $3,891.59 360 1-Dec-28 $ 599,483.41
4918990 CARY NC 27519 SFD 675% 6.000 $1,744.73 360 1-Dec-28 $ 268,768.40
4919151 HIGHLANDS RANCH CO 80126 SFD 650% 6.000 $1,698.05 360 1-Nov-28 $ 268,162.96
4920035 ZIONSVILLE IN 46077 SFD 650% 6.000 $2,307.05 360 1-Dec-28 $ 364,670.03
4920412 SAN DIEGO CA 92131 SFD 750% 6.000 $2,335.38 360 1-Dec-28 $ 333,752.12
4920454 DANVILLE CA 94506 SFD 688% 6.000 $2,637.90 360 1-Dec-28 $ 401,212.65
4921378 BURR RIDGE IL 60521 SFD 650% 6.000 $2,983.37 360 1-Jan-29 $ 472,000.00
4921388 ENCINITAS CA 92024 SFD 675% 6.000 $1,738.25 360 1-Dec-28 $ 267,769.25
4921822 SAN RAMON CA 94583 SFD 725% 6.000 $2,511.10 360 1-Dec-28 $ 367,812.84
4922048 RIDGEFIELD CT 06877 SFD 688% 6.000 $2,364.95 360 1-Dec-28 $ 359,697.55
4922615 MASON OH 45040 SFD 688% 6.000 $1,744.15 360 1-Jan-29 $ 265,500.00
4922732 PINELLAS PARK FL 33782 SFD 688% 6.000 $2,417.50 360 1-Jan-29 $ 368,000.00
4922946 CINCINNATI OH 45242 SFD 663% 6.000 $1,760.86 360 1-Jan-29 $ 275,000.00
4923699 WEST CHESTER PA 19382 SFD 650% 6.000 $1,779.91 360 1-Jan-29 $ 281,600.00
4923701 TROY MI 48084 SFD 675% 6.000 $2,010.66 360 1-Dec-28 $ 309,733.09
4923727 MOORPARK CA 93021 SFD 650% 6.000 $1,562.48 360 1-Jan-29 $ 247,200.00
4923860 ATLANTA GA 30306 SFD 638% 6.000 $1,811.72 360 1-Dec-28 $ 290,131.03
4924306 ALLEN TX 75013 SFD 688% 6.000 $1,834.15 360 1-Dec-28 $ 278,965.43
4925008 KENNETT SQUARE PA 19348 SFD 638% 6.000 $1,559.68 360 1-Jan-29 $ 250,000.00
4925114 ENCINITAS CA 92024 SFD 663% 6.000 $1,639.20 360 1-Dec-28 $ 255,774.13
4925464 SAINT CHARLES IL 60174 SFD 663% 6.000 $1,754.78 360 1-Dec-28 $ 273,808.20
4926379 SAN RAMON CA 94583 SFD 700% 6.000 $1,995.91 360 1-Dec-28 $ 299,754.09
4926537 MORGAN HILL CA 95037 SFD 675% 6.000 $3,787.81 360 1-Dec-28 $ 583,497.19
4927032 DOYLESTOWN PA 18901 SFD 688% 6.000 $1,839.41 360 1-Dec-28 $ 279,764.76
4927854 LITTLETON CO 80128 SFD 650% 6.000 $2,504.89 360 1-Dec-28 $ 395,941.74
4927855 SHERBORN MA 01770 SFD 763% 6.000 $3,538.97 360 1-Dec-28 $ 499,638.11
4929124 CHARLOTTE NC 28270 SFD 675% 6.000 $1,835.86 360 1-Jan-29 $ 283,050.00
4929640 DANVILLE CA 94526 SFD 650% 6.000 $2,730.54 360 1-Dec-28 $ 431,609.46
4930037 RIVERSIDE CT 06878 SFD 650% 6.000 $3,729.21 360 1-Dec-28 $ 589,466.62
4932294 CHESTERFIELD MO 63005 SFD 663% 6.000 $2,881.40 360 1-Jan-29 $ 450,000.00
</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>
4682079 80.00 0.250 0.017 0.608
4696619 80.00 0.250 0.017 0.483
4700460 59.34 0.250 0.017 0.858
4704406 95.00 6 0.250 0.017 0.983
4708140 69.92 0.250 0.017 0.000
4721077 69.84 0.250 0.017 0.108
4723150 78.72 0.250 0.017 0.608
4729629 79.97 GD 3YR 0.250 0.017 0.483
4734036 69.98 0.250 0.017 0.108
4736869 93.58 12 0.250 0.017 0.233
4737990 70.00 GD 5YR 0.250 0.017 0.108
4738974 79.99 0.250 0.017 1.483
4746617 87.42 0.250 0.017 0.358
4748024 70.00 0.250 0.017 0.233
4751861 80.00 GD 3YR 0.250 0.017 0.233
4752261 79.99 0.250 0.017 0.483
4753325 80.00 0.250 0.017 0.483
4759138 80.00 0.250 0.017 0.358
4759559 64.68 0.250 0.017 0.233
4759604 87.24 0.250 0.017 0.233
4760588 79.70 0.250 0.017 0.000
4763234 75.81 0.250 0.017 0.483
4763516 79.05 0.250 0.017 0.108
4763919 79.89 0.250 0.017 0.483
4765411 79.99 0.250 0.017 0.358
4765538 93.31 17 0.250 0.017 0.608
4765862 79.99 0.250 0.017 0.608
4770663 87.50 11 0.250 0.017 0.608
4771851 71.33 0.250 0.017 0.483
4772567 80.00 0.250 0.017 0.233
4780536 80.00 0.250 0.017 0.108
4780600 76.49 0.250 0.017 0.000
4781066 78.48 0.250 0.017 0.358
4782454 76.18 0.250 0.017 0.233
4783415 76.54 0.250 0.017 0.108
4788912 73.71 0.250 0.017 0.608
4789048 79.10 0.250 0.017 1.233
4790779 70.53 0.250 0.017 0.108
4793983 69.37 0.250 0.017 0.000
4795036 80.00 0.250 0.017 0.233
4797610 79.99 0.250 0.017 0.233
4799202 62.50 0.250 0.017 0.233
4800741 77.27 0.250 0.017 0.233
4801299 69.99 GD 3YR 0.250 0.017 0.733
4801927 79.99 0.250 0.017 0.108
4802176 90.00 0.250 0.017 1.233
4802654 75.38 0.250 0.017 0.483
4805631 89.99 0.250 0.017 0.733
4806103 55.50 GD 5YR 0.250 0.017 0.000
4806130 79.99 0.250 0.017 0.233
4806662 68.97 0.250 0.017 0.000
4807274 80.00 0.250 0.017 0.483
4807374 78.99 0.250 0.017 0.233
4810819 80.00 0.250 0.017 0.358
4812116 58.33 0.250 0.017 0.358
4812385 70.00 0.250 0.017 0.733
4813713 75.02 0.250 0.017 0.000
4814609 86.32 12 0.250 0.017 0.108
4815712 79.93 GD 3YR 0.250 0.017 0.000
4816649 90.00 0.250 0.017 0.983
4817729 83.08 17 0.250 0.017 0.483
4817983 80.00 0.250 0.017 0.108
4819841 56.71 0.250 0.017 0.733
4820625 89.99 0.250 0.017 0.358
4821947 90.00 17 0.250 0.017 0.000
4822524 80.00 0.250 0.017 0.233
4822627 80.00 0.250 0.017 0.608
4823708 63.69 0.250 0.017 1.108
4823817 80.00 0.250 0.017 0.608
4824412 84.92 0.250 0.017 0.608
4826052 80.00 0.250 0.017 0.608
4827321 56.34 0.250 0.017 0.358
4827612 85.00 GD 3YR 17 0.250 0.017 0.108
4828179 80.00 0.250 0.017 0.108
4828864 78.79 0.250 0.017 0.233
4829124 77.95 0.250 0.017 0.358
4829792 94.99 33 0.250 0.017 0.233
4830424 94.98 0.250 0.017 0.358
4830533 95.00 11 0.250 0.017 0.733
4830868 61.29 0.250 0.017 0.000
4830876 90.00 0.250 0.017 0.733
4831320 80.00 0.250 0.017 0.608
4831798 62.61 0.250 0.017 0.233
4831925 80.00 0.250 0.017 0.108
4832837 80.00 0.250 0.017 0.608
4833404 79.99 0.250 0.017 0.233
4833993 80.00 0.250 0.017 0.108
4834824 77.39 0.250 0.017 0.608
4835247 77.11 0.250 0.017 0.483
4836641 85.00 0.250 0.017 0.108
4836687 94.55 0.250 0.017 0.983
4836724 77.80 0.250 0.017 0.358
4837081 90.00 0.250 0.017 0.608
4837210 54.95 0.250 0.017 0.233
4838519 90.00 17 0.250 0.017 0.233
4839717 51.06 0.250 0.017 0.108
4839722 80.00 0.250 0.017 0.233
4839758 59.24 0.250 0.017 0.483
4840197 79.55 0.250 0.017 0.358
4840725 60.00 0.250 0.017 0.233
4841005 80.00 0.250 0.017 0.358
4841322 62.57 0.250 0.017 0.108
4842212 90.00 6 0.250 0.017 0.483
4842556 69.37 0.250 0.017 0.233
4842674 67.71 0.250 0.017 0.233
4842941 80.00 0.250 0.017 0.483
4842972 94.99 0.250 0.017 1.108
4843730 79.99 0.250 0.017 0.108
4843777 80.00 0.250 0.017 0.608
4844093 80.00 0.250 0.017 0.358
4844128 49.67 0.250 0.017 0.233
4844623 80.00 0.250 0.017 0.483
4845579 84.99 0.250 0.017 0.483
4846968 64.00 0.250 0.017 0.000
4847175 90.00 11 0.250 0.017 0.483
4847766 95.00 0.250 0.017 0.483
4847777 79.98 0.250 0.017 0.108
4847792 78.24 0.250 0.017 0.108
4848121 90.00 12 0.250 0.017 0.233
4848139 80.00 GD 5YR 0.250 0.017 0.483
4848219 80.00 GD 5YR 0.250 0.017 0.858
4848348 90.00 0.250 0.017 0.733
4848359 79.99 0.250 0.017 0.733
4848804 75.31 0.250 0.017 0.108
4849001 85.41 0.250 0.017 0.733
4849516 78.95 0.250 0.017 0.358
4849520 80.00 0.250 0.017 0.858
4850173 69.80 0.250 0.017 0.000
4850379 80.00 0.250 0.017 0.358
4850778 64.65 0.250 0.017 0.108
4851204 90.00 0.250 0.017 0.608
4851264 80.00 0.250 0.017 0.983
4851528 75.00 0.250 0.017 0.358
4851629 90.00 17 0.250 0.017 1.108
4852239 75.00 0.250 0.017 0.233
4852703 80.00 0.250 0.017 0.483
4852718 42.59 0.250 0.017 0.608
4852883 78.37 0.250 0.017 0.483
4853298 65.06 0.250 0.017 0.358
4853394 80.00 0.250 0.017 0.858
4853427 79.55 0.250 0.017 0.000
4853870 80.00 0.250 0.017 0.108
4853912 90.00 0.250 0.017 0.483
4854257 95.00 11 0.250 0.017 0.358
4854523 95.00 0.250 0.017 0.608
4854619 80.00 0.250 0.017 0.608
4854621 80.00 0.250 0.017 0.233
4854939 80.00 0.250 0.017 0.483
4855340 95.00 GD 3YR 0.250 0.017 0.358
4855392 69.93 0.250 0.017 0.733
4855530 80.00 0.250 0.017 0.233
4855831 80.00 0.250 0.017 0.000
4855966 94.99 0.250 0.017 0.733
4856089 73.29 0.250 0.017 0.233
4856345 66.23 0.250 0.017 0.483
4856409 70.00 GD 7YR 0.250 0.017 0.358
4856413 80.00 0.250 0.017 0.108
4856819 86.82 11 0.250 0.017 0.233
4856934 89.99 0.250 0.017 0.358
4857051 80.00 0.250 0.017 0.000
4857098 80.00 0.250 0.017 0.108
4857223 63.64 0.250 0.017 0.483
4857258 39.47 GD 3YR 0.250 0.017 0.483
4857350 79.82 0.250 0.017 0.000
4858065 80.00 0.250 0.017 0.233
4858439 80.00 0.250 0.017 0.733
4858634 80.00 0.250 0.017 0.108
4858667 78.75 GD 2YR 0.250 0.017 0.358
4858933 89.99 0.250 0.017 0.858
4859064 76.60 0.250 0.017 0.108
4859394 67.29 GD 5YR 0.250 0.017 0.000
4859460 90.00 0.250 0.017 0.858
4859545 79.99 0.250 0.017 0.108
4859570 90.00 11 0.250 0.017 0.858
4860063 80.00 0.250 0.017 0.733
4860124 80.00 0.250 0.017 0.858
4860850 71.00 0.250 0.017 0.108
4860960 59.83 0.250 0.017 0.000
4860990 68.29 0.250 0.017 0.000
4861641 90.00 0.250 0.017 0.358
4861772 80.00 0.250 0.017 0.608
4862019 67.87 0.250 0.017 0.358
4862192 78.79 0.250 0.017 0.608
4862796 90.00 0.250 0.017 0.358
4862821 87.46 13 0.250 0.017 0.858
4863297 94.98 12 0.250 0.017 0.733
4863492 79.99 0.250 0.017 0.233
4863497 59.41 0.250 0.017 0.233
4863851 88.34 GD 6YR 0.250 0.017 0.608
4864059 50.70 0.250 0.017 0.483
4864094 80.00 0.250 0.017 0.733
4864140 80.00 GD 3YR 0.250 0.017 0.233
4864152 80.00 0.250 0.017 0.108
4864337 90.00 GD 5YR 0.250 0.017 0.608
4864486 80.00 0.250 0.017 0.358
4865205 71.04 0.250 0.017 0.108
4865321 80.00 0.250 0.017 0.233
4865468 80.00 0.250 0.017 0.108
4865580 85.00 GD 3YR 11 0.250 0.017 0.233
4865593 65.06 0.250 0.017 0.000
4865612 59.04 0.250 0.017 0.608
4865729 66.67 0.250 0.017 0.358
4865746 78.95 0.250 0.017 0.233
4866160 70.94 0.250 0.017 0.233
4866296 89.29 0.250 0.017 0.358
4866393 61.69 0.250 0.017 0.000
4866437 79.99 0.250 0.017 0.358
4866565 79.98 0.250 0.017 0.358
4866761 90.00 12 0.250 0.017 0.233
4866827 87.07 17 0.250 0.017 0.000
4866920 80.00 0.250 0.017 0.733
4866943 78.72 0.250 0.017 0.608
4866955 60.30 0.250 0.017 0.108
4867380 77.81 0.250 0.017 0.733
4867485 89.99 0.250 0.017 0.608
4867598 90.83 1 0.250 0.017 0.233
4867720 80.00 0.250 0.017 0.233
4868003 79.99 0.250 0.017 0.000
4868364 90.00 0.250 0.017 0.233
4868721 80.00 0.250 0.017 0.108
4868917 80.00 0.250 0.017 0.000
4869046 80.00 0.250 0.017 0.483
4869138 95.00 33 0.250 0.017 0.608
4869234 84.97 GD 3YR 0.250 0.017 0.858
4869568 90.00 12 0.250 0.017 0.233
4869801 80.00 0.250 0.017 0.000
4870215 80.00 0.250 0.017 0.233
4870253 70.00 GD 3YR 0.250 0.017 0.000
4870298 74.39 0.250 0.017 0.608
4870337 92.99 11 0.250 0.017 0.233
4870462 90.00 0.250 0.017 0.358
4870685 94.23 0.250 0.017 0.608
4871053 69.93 GD 6YR 0.250 0.017 0.233
4871198 90.00 33 0.250 0.017 0.000
4871317 95.00 0.250 0.017 0.483
4871327 80.00 0.250 0.017 0.000
4871609 80.00 0.250 0.017 0.358
4871671 61.15 0.250 0.017 0.000
4871930 48.27 0.250 0.017 0.358
4872237 77.44 0.250 0.017 0.608
4872273 80.00 0.250 0.017 0.233
4872320 89.99 0.250 0.017 0.233
4872355 57.41 0.250 0.017 0.233
4873109 90.00 0.250 0.017 0.983
4873159 80.00 0.250 0.017 0.233
4873242 90.00 0.250 0.017 0.483
4873446 75.00 GD10YR 0.250 0.017 0.483
4873697 79.99 0.250 0.017 0.608
4873803 80.00 0.250 0.017 0.358
4874028 79.82 GD 3YR 0.250 0.017 0.108
4874532 80.00 0.250 0.017 0.358
4874800 67.18 0.250 0.017 0.608
4874878 55.97 0.250 0.017 0.000
4874911 80.00 0.250 0.017 0.000
4874991 74.59 0.250 0.017 0.483
4875046 90.00 33 0.250 0.017 0.233
4875168 75.06 0.250 0.017 0.000
4875628 80.00 0.250 0.017 0.733
4875826 90.00 0.250 0.017 0.000
4876004 79.41 0.250 0.017 0.000
4876064 89.87 0.250 0.017 0.233
4876139 84.99 0.250 0.017 1.358
4877109 90.00 0.250 0.017 0.608
4877218 79.53 0.250 0.017 0.108
4877328 80.00 0.250 0.017 0.108
4877645 89.91 13 0.250 0.017 0.608
4877696 78.08 0.250 0.017 0.233
4877971 80.00 0.250 0.017 0.233
4878363 89.91 0.250 0.017 0.233
4878596 80.00 GD 2YR 0.250 0.017 0.000
4878607 89.16 12 0.250 0.017 0.608
4878654 61.54 0.250 0.017 0.233
4879014 80.00 0.250 0.017 0.233
4879020 80.00 0.250 0.017 0.233
4879240 89.99 0.250 0.017 0.608
4879603 90.00 6 0.250 0.017 0.108
4879726 79.99 0.250 0.017 0.858
4880105 79.99 0.250 0.017 0.000
4880297 63.65 0.250 0.017 0.000
4880380 89.19 11 0.250 0.017 0.233
4880414 79.88 0.250 0.017 0.108
4880490 80.00 0.250 0.017 0.108
4880507 75.00 0.250 0.017 1.233
4880681 80.00 0.250 0.017 0.358
4880928 80.00 0.250 0.017 0.358
4881018 79.99 0.250 0.017 0.108
4881112 90.00 0.250 0.017 0.608
4881534 52.38 0.250 0.017 0.108
4881580 85.62 0.250 0.017 0.608
4881984 90.00 0.250 0.017 0.858
4882192 80.00 0.250 0.017 0.108
4882354 69.99 0.250 0.017 0.000
4882408 58.25 0.250 0.017 0.000
4882578 94.60 0.250 0.017 0.233
4882880 80.00 0.250 0.017 0.358
4882892 80.00 0.250 0.017 0.233
4882966 80.00 GD 3YR 0.250 0.017 0.358
4883019 73.51 0.250 0.017 0.233
4883081 80.00 0.250 0.017 0.233
4883165 90.00 0.250 0.017 0.358
4883224 80.00 0.250 0.017 0.000
4883298 74.00 0.250 0.017 0.733
4883945 72.44 GD 3YR 0.250 0.017 0.733
4883990 89.06 11 0.250 0.017 0.858
4884167 80.00 0.250 0.017 0.608
4884265 90.00 0.250 0.017 0.983
4884510 70.00 0.250 0.017 0.233
4884531 70.00 0.250 0.017 0.000
4884906 75.14 0.250 0.017 0.000
4884947 75.72 0.250 0.017 0.608
4884963 63.86 0.250 0.017 0.000
4885371 80.00 0.250 0.017 0.233
4885631 80.00 0.250 0.017 0.358
4885641 80.00 GD 2YR 0.250 0.017 0.000
4885708 80.00 0.250 0.017 0.483
4885759 68.87 0.250 0.017 0.483
4885885 79.99 0.250 0.017 0.108
4885946 80.00 0.250 0.017 0.233
4886023 79.99 0.250 0.017 0.608
4886035 75.00 0.250 0.017 0.000
4886050 80.00 0.250 0.017 0.483
4886101 80.00 0.250 0.017 0.000
4886238 79.99 0.250 0.017 0.233
4886316 82.63 17 0.250 0.017 0.000
4886419 87.64 0.250 0.017 0.358
4886532 80.00 0.250 0.017 0.233
4887260 80.00 0.250 0.017 0.483
4887573 89.01 GD 5YR 0.250 0.017 1.358
4887627 79.99 0.250 0.017 0.608
4887651 80.00 0.250 0.017 0.608
4888243 75.21 0.250 0.017 0.108
4888357 31.82 0.250 0.017 0.000
4888385 90.00 33 0.250 0.017 0.733
4888394 95.00 6 0.250 0.017 0.233
4888477 80.00 0.250 0.017 0.233
4888592 80.00 0.250 0.017 0.608
4888819 80.00 0.250 0.017 0.000
4888916 80.00 0.250 0.017 0.000
4889027 80.00 0.250 0.017 0.358
4889264 80.00 0.250 0.017 0.233
4889323 64.29 0.250 0.017 0.000
4889325 47.73 0.250 0.017 0.608
4889372 88.52 17 0.250 0.017 0.983
4889446 74.35 0.250 0.017 0.108
4889761 58.24 0.250 0.017 0.858
4889809 69.31 GD 3YR 0.250 0.017 0.858
4889983 78.33 0.250 0.017 0.733
4890069 60.00 0.250 0.017 0.000
4890120 80.00 0.250 0.017 0.000
4890288 89.99 12 0.250 0.017 0.233
4890988 70.00 0.250 0.017 0.358
4891028 80.00 GD 4YR 0.250 0.017 0.233
4891031 74.56 0.250 0.017 0.000
4891158 80.00 0.250 0.017 0.483
4891268 80.00 0.250 0.017 0.608
4891293 85.00 0.250 0.017 0.483
4891372 80.00 0.250 0.017 0.233
4891457 77.17 0.250 0.017 0.000
4891506 74.07 0.250 0.017 0.483
4891591 80.00 0.250 0.017 0.358
4891777 74.07 0.250 0.017 0.000
4891789 80.00 0.250 0.017 0.483
4891852 74.99 0.250 0.017 0.608
4892090 61.66 0.250 0.017 0.108
4892314 80.00 0.250 0.017 0.108
4892601 95.00 0.250 0.017 0.358
4892806 79.99 0.250 0.017 0.000
4892906 80.00 0.250 0.017 0.233
4892912 80.00 0.250 0.017 0.000
4893359 69.83 0.250 0.017 0.483
4893468 95.00 0.250 0.017 0.608
4893693 80.00 0.250 0.017 0.233
4893737 80.00 0.250 0.017 0.108
4893756 75.23 0.250 0.017 0.108
4893859 95.00 0.250 0.017 0.733
4894385 80.00 0.250 0.017 0.483
4894405 68.28 GD 3YR 0.250 0.017 0.000
4894519 94.99 0.250 0.017 0.608
4894537 90.00 0.250 0.017 0.233
4894712 95.00 17 0.250 0.017 1.108
4894730 80.00 0.250 0.017 0.358
4894798 62.70 GD 5YR 0.250 0.017 0.483
4894844 79.99 0.250 0.017 0.000
4895049 86.07 0.250 0.017 1.233
4895689 76.59 0.250 0.017 0.108
4895983 90.00 11 0.250 0.017 0.608
4896184 85.40 17 0.250 0.017 0.358
4896334 51.49 0.250 0.017 0.000
4896512 90.00 17 0.250 0.017 1.108
4896538 79.31 0.250 0.017 0.983
4896713 80.00 GD 3YR 0.250 0.017 0.108
4896721 80.00 0.250 0.017 0.233
4896910 52.72 0.250 0.017 0.608
4897183 77.46 0.250 0.017 0.358
4897323 75.00 0.250 0.017 0.233
4897378 43.82 0.250 0.017 0.108
4897573 85.00 11 0.250 0.017 0.608
4897608 76.67 0.250 0.017 0.483
4897673 75.95 0.250 0.017 0.108
4897801 80.00 0.250 0.017 0.358
4897869 80.00 0.250 0.017 0.733
4897983 80.00 0.250 0.017 0.483
4897986 75.00 0.250 0.017 0.358
4898319 80.00 0.250 0.017 0.108
4899456 90.00 0.250 0.017 0.733
4899477 59.54 0.250 0.017 0.000
4899485 80.00 0.250 0.017 0.483
4899487 74.23 0.250 0.017 0.233
4899723 69.09 0.250 0.017 0.483
4899792 69.91 0.250 0.017 0.858
4899811 67.42 0.250 0.017 0.000
4899961 89.99 0.250 0.017 0.483
4900000 76.83 0.250 0.017 0.483
4900095 80.00 0.250 0.017 0.108
4900298 80.00 GD 3YR 0.250 0.017 0.483
4900375 80.00 0.250 0.017 0.483
4900835 80.00 0.250 0.017 0.233
4901017 80.00 0.250 0.017 0.358
4901116 64.56 0.250 0.017 0.983
4901127 50.00 0.250 0.017 0.108
4901507 80.00 0.250 0.017 0.000
4901753 68.74 0.250 0.017 0.858
4901985 52.17 0.250 0.017 0.000
4902400 80.00 0.250 0.017 0.358
4902445 80.00 0.250 0.017 0.108
4902586 90.00 GD 5YR 11 0.250 0.017 0.733
4902598 71.43 0.250 0.017 0.108
4902608 90.00 0.250 0.017 0.483
4902745 79.99 0.250 0.017 0.000
4903020 65.70 0.250 0.017 0.000
4903349 80.00 0.250 0.017 0.000
4903576 90.00 24 0.250 0.017 0.733
4903755 90.00 GD 3YR 0.250 0.017 0.483
4904128 79.95 0.250 0.017 0.000
4904330 77.91 0.250 0.017 0.233
4904730 89.99 12 0.250 0.017 0.233
4904815 77.38 GD 3YR 0.250 0.017 0.483
4905031 80.00 GD 3YR 0.250 0.017 0.608
4905137 80.00 0.250 0.017 0.108
4905258 80.00 0.250 0.017 0.608
4905289 90.00 33 0.250 0.017 0.983
4905355 50.00 GD 3YR 0.250 0.017 1.483
4905473 62.30 GD 8YR 0.250 0.017 0.233
4905571 80.00 0.250 0.017 0.108
4905630 90.00 0.250 0.017 0.608
4905706 80.00 0.250 0.017 0.608
4905955 71.00 0.250 0.017 0.233
4906296 70.00 0.250 0.017 0.483
4906427 80.00 0.250 0.017 0.358
4906895 70.00 GD 2YR 0.250 0.017 0.608
4906956 80.00 0.250 0.017 0.233
4906960 36.67 0.250 0.017 0.108
4906961 79.77 0.250 0.017 1.233
4906971 90.00 0.250 0.017 0.733
4907215 60.44 0.250 0.017 0.108
4907478 61.49 0.250 0.017 1.108
4907574 89.68 0.250 0.017 0.608
4907575 80.00 0.250 0.017 0.983
4907624 90.00 0.250 0.017 1.233
4907727 80.00 0.250 0.017 0.483
4907751 61.80 0.250 0.017 0.233
4908176 90.00 0.250 0.017 0.733
4908184 67.61 0.250 0.017 0.483
4908379 59.98 0.250 0.017 0.608
4908557 38.96 0.250 0.017 0.000
4908871 80.00 0.250 0.017 0.483
4909028 94.98 0.250 0.017 0.608
4909168 79.96 0.250 0.017 0.233
4909576 80.00 GD 5YR 0.250 0.017 0.483
4909610 90.00 6 0.250 0.017 0.233
4909643 95.00 0.250 0.017 1.233
4909710 80.00 0.250 0.017 1.108
4909786 80.00 GD 3YR 0.250 0.017 0.858
4909906 40.68 0.250 0.017 1.608
4910036 80.00 0.250 0.017 0.483
4910479 90.00 6 0.250 0.017 0.983
4910599 80.00 0.250 0.017 0.233
4910631 80.00 GD 3YR 0.250 0.017 0.608
4910749 80.00 0.250 0.017 0.733
4910755 80.00 0.250 0.017 0.358
4910897 90.00 6 0.250 0.017 0.233
4911139 70.00 0.250 0.017 0.108
4911203 89.70 12 0.250 0.017 0.233
4911287 78.69 0.250 0.017 0.483
4911417 80.00 0.250 0.017 0.733
4911808 80.00 0.250 0.017 0.483
4911825 90.00 0.250 0.017 0.233
4912022 63.19 GD 3YR 0.250 0.017 0.358
4912356 74.74 0.250 0.017 0.358
4912737 80.00 0.250 0.017 0.608
4912769 95.00 0.250 0.017 0.608
4913250 66.74 0.250 0.017 0.233
4913261 90.00 0.250 0.017 0.233
4913719 76.05 0.250 0.017 0.000
4914142 70.97 0.250 0.017 0.608
4914492 60.85 0.250 0.017 0.483
4914502 58.28 0.250 0.017 0.000
4914546 65.03 0.250 0.017 0.358
4914716 74.12 0.250 0.017 0.000
4914992 79.99 0.250 0.017 0.608
4915126 59.52 GD 5YR 0.250 0.017 0.983
4915186 95.00 0.250 0.017 1.108
4915501 79.77 0.250 0.017 0.483
4915650 80.00 0.250 0.017 0.358
4915668 94.99 0.250 0.017 1.233
4915709 80.00 0.250 0.017 0.233
4915732 79.57 0.250 0.017 0.733
4915897 89.51 0.250 0.017 0.483
4916143 74.26 GD 3YR 0.250 0.017 0.608
4916490 79.88 0.250 0.017 0.608
4916644 80.00 0.250 0.017 0.233
4916678 79.99 GD 3YR 0.250 0.017 0.733
4916807 89.97 0.250 0.017 0.858
4916895 78.89 0.250 0.017 0.483
4917162 74.92 0.250 0.017 0.233
4917300 80.00 0.250 0.017 0.483
4917504 72.94 0.250 0.017 0.358
4917508 59.22 0.250 0.017 0.608
4917774 80.00 0.250 0.017 0.483
4917786 80.00 0.250 0.017 0.733
4917995 89.99 0.250 0.017 0.858
4918204 80.00 0.250 0.017 0.608
4918379 80.00 0.250 0.017 0.000
4918394 79.80 0.250 0.017 0.108
4918429 80.00 0.250 0.017 0.858
4918710 71.89 0.250 0.017 0.233
4918720 67.99 0.250 0.017 0.108
4918874 75.00 0.250 0.017 0.483
4918990 71.93 0.250 0.017 0.483
4919151 89.99 12 0.250 0.017 0.233
4920035 78.49 0.250 0.017 0.233
4920412 71.98 0.250 0.017 1.233
4920454 79.99 0.250 0.017 0.608
4921378 80.00 0.250 0.017 0.233
4921388 80.00 0.250 0.017 0.483
4921822 90.00 33 0.250 0.017 0.983
4922048 54.14 0.250 0.017 0.608
4922615 90.00 33 0.250 0.017 0.608
4922732 80.00 0.250 0.017 0.608
4922946 66.27 0.250 0.017 0.358
4923699 80.00 0.250 0.017 0.233
4923701 75.94 0.250 0.017 0.483
4923727 80.00 0.250 0.017 0.233
4923860 80.00 0.250 0.017 0.108
4924306 80.00 0.250 0.017 0.608
4925008 75.08 0.250 0.017 0.108
4925114 80.00 0.250 0.017 0.358
4925464 70.00 0.250 0.017 0.358
4926379 80.00 0.250 0.017 0.733
4926537 80.00 0.250 0.017 0.483
4927032 73.30 0.250 0.017 0.608
4927854 79.98 0.250 0.017 0.233
4927855 70.37 0.250 0.017 1.358
4929124 90.00 33 0.250 0.017 0.483
4929640 80.00 0.250 0.017 0.233
4930037 80.00 0.250 0.017 0.233
4932294 79.65 0.250 0.017 0.358
COUNT: 557
WAC: 6.65
WAM: 358
WALTV: 77.3
</TABLE>
<PAGE>
EXHIBIT F-3
NASCOR
NMI / 1999-03 Exhibit F-3 (Part A)
30 YEAR FIXED RATE 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>
4689099 SANTA BARBARA CA 93101 PUD 800% 6.000 $2,508.75 360 1-May-27 $337,009.10
4838972 NEW HOPE PA 18938 SFD 675% 6.000 $1,676.63 360 1-Oct-28 $257,503.34
4843540 FLOWER MOUND TX 75028 SFD 825% 6.000 $4,591.75 360 1-Apr-28 $607,594.27
4843550 MOUNT AIRY MD 21771 SFD 700% 6.000 $2,211.80 360 1-Jan-28 $329,072.91
4843952 SARATOGA CA 95070 SFD 688% 6.000 $6,569.29 360 1-Jun-28 $994,017.08
4843971 MONARCH BEACH CA 92629 SFD 688% 6.000 $1,685.03 360 1-May-28 $254,741.05
4844005 SHORT HILLS NJ 07078 SFD 675% 6.000 $2,853.84 360 1-Jun-28 $437,302.94
4844716 DOWNINGTOWN PA 19335 SFD 663% 6.000 $1,523.95 360 1-May-28 $236,287.25
4852625 SOUTH ORANGE NJ 07079 SFD 650% 6.000 $2,098.47 360 1-Nov-28 $331,398.10
4864873 GRAYSON GA 30017 SFD 638% 6.000 $1,684.45 360 1-Nov-28 $269,498.53
4883923 LAKE FOREST IL 60045 SFD 613% 5.858 $3,341.86 360 1-Dec-28 $549,465.43
4887128 DUBLIN OH 43017 SFD 650% 6.000 $1,858.28 360 1-Nov-28 $293,463.99
4900667 FREMONT CA 94536 SFD 700% 6.000 $1,543.51 360 1-Aug-28 $231,037.96
4900683 CHESTERFIELD MO 63005 SFD 688% 6.000 $2,149.80 360 1-Jul-28 $325,576.61
4900729 TROY OH 45373 SFD 700% 6.000 $1,736.44 360 1-Jul-28 $259,191.61
4900755 REDMOND WA 98053 SFD 700% 6.000 $1,801.31 360 1-Jun-28 $269,169.00
4900777 NAPERVILLE IL 60564 SFD 688% 6.000 $1,970.79 360 1-Sep-28 $298,983.14
4900859 MCCANDLESS PA 15090 SFD 675% 6.000 $2,101.46 360 1-Oct-28 $323,158.40
4900877 SAN FRANCISCO CA 94127 SFD 688% 6.000 $1,918.24 360 1-Sep-28 $291,010.25
4900938 TROY MI 48098 SFD 713% 6.000 $3,089.00 360 1-Jun-28 $455,887.24
4900973 WALNUT CREEK CA 94598 SFD 700% 6.000 $3,546.07 360 1-Jun-28 $529,887.63
4901014 ARMONK NY 10504 SFD 688% 6.000 $2,299.26 360 1-Jun-28 $347,904.42
4901057 SCOTTSDALE AZ 85254 SFD 675% 6.000 $1,855.00 360 1-Sep-28 $284,986.53
4901071 FOOTHILL RANCH CA 92610 SFD 688% 6.000 $2,480.57 360 1-Aug-28 $375,995.54
4901101 ARLINGTON VA 22017 SFD 663% 6.000 $1,716.04 360 1-Sep-28 $267,046.01
4901117 GRANITE BAY CA 95746 SFD 700% 6.000 $1,995.91 360 1-Jul-28 $298,502.85
4902553 ATLANTA GA 30309 SFD 675% 6.000 $2,088.49 360 1-Aug-28 $320,598.12
4902642 MONKTON MD 21111 SFD 713% 6.000 $1,888.10 360 1-Aug-28 $279,116.00
4903102 DENVER CO 80210 SFD 688% 6.000 $2,364.95 360 1-Aug-28 $355,842.12
4903173 ROCKAWAT TOWNSHIP NJ 07866 SFD 663% 6.000 $1,786.47 360 1-Aug-28 $277,755.54
4903189 GUILFORD CT 06437 SFD 650% 6.000 $2,705.26 360 1-Sep-28 $426,439.67
4903360 OAKLAND CA 94618 SFD 638% 6.000 $2,320.80 360 1-Nov-28 $371,309.07
4932166 PLANO TX 75025 SFD 675% 6.000 $1,700.62 360 1-Aug-28 $261,058.50
4932181 GROSSE POINTE PARK MI 48230 SFD 650% 6.000 $1,759.68 360 1-Oct-28 $277,640.87
4932192 DARIEN IL 60561 SFD 675% 6.000 $1,860.18 360 1-Oct-28 $286,055.03
4932201 ROCHESTER HILLS MI 48309 SFD 688% 6.000 $2,039.11 360 1-Jun-28 $308,542.90
4932222 ANN ARBOR MI 48103 LCO 675% 6.000 $2,788.98 360 1-Oct-28 $428,883.05
4932236 ASHBURN VA 20147 SFD 700% 6.000 $1,690.21 360 1-Aug-28 $252,996.52
4932300 FARMINGTON HILLS MI 48331 SFD 663% 6.000 $2,161.69 360 1-Oct-28 $336,701.49
4932313 VALENCIA CA 91355 SFD 663% 6.000 $1,815.29 360 1-Jul-28 $281,883.12
4932318 ROCHESTER HILLS MI 48306 SFD 663% 6.000 $1,888.92 360 1-Nov-28 $294,478.02
4932326 BLOOMFIELD HILLS MI 48301 SFD 675% 6.000 $1,653.93 360 1-Oct-28 $254,337.63
4932332 BROODFIELD CT 06804 SFD 700% 6.000 $1,916.08 360 1-Jul-28 $286,562.69
4932342 GREAT FALLS VA 22066 SFD 738% 6.000 $2,442.23 360 1-Jul-28 $351,960.62
4932374 ROCHESTER HILLS MI 48306 SFD 650% 6.000 $2,217.93 360 1-Oct-28 $349,943.17
4932395 BRIGHTON MI 48116 SFD 675% 6.000 $1,703.55 360 1-Aug-28 $260,300.30
4932411 HOLLIS HILLS NY 11427 SFD 675% 6.000 $2,393.33 360 1-Nov-28 $368,362.81
4932425 ATLANTA GA 30306 LCO 688% 6.000 $1,996.41 360 1-Aug-28 $302,608.70
4932438 ROCHESTER MI 48307 SFD 688% 6.000 $1,773.71 360 1-Aug-28 $268,852.76
4932447 FRANKLIN TN 37067 SFD 688% 6.000 $1,609.48 360 1-Sep-28 $244,169.57
4932463 SACHSE TX 75048 SFD 688% 6.000 $2,312.39 360 1-Aug-28 $350,504.34
4932470 HOLLY SPRINGS NC 27540 SFD 725% 6.000 $2,056.77 360 1-Aug-28 $300,309.66
4932585 LAGUNA NIGUEL CA 92607 SFD 650% 6.000 $2,806.39 360 1-Nov-28 $443,195.05
4932606 MILLSTONE NJ 08510 SFD 700% 6.000 $2,139.62 360 1-Nov-28 $321,071.22
4932621 CARMEL IN 46033 SFD 650% 6.000 $1,614.94 360 1-Nov-28 $255,036.79
4932651 ROCHESTER MI 48307 SFD 688% 6.000 $1,568.42 360 1-Jul-28 $237,529.14
4932654 SIMI VALLEY CA 93065 SFD 650% 6.000 $1,896.21 360 1-Nov-28 $299,456.11
4932656 ELMHURST IL 60126 SFD 663% 6.000 $1,627.36 360 1-Aug-28 $251,910.22
4932663 PLANO TX 75093 SFD 675% 6.000 $3,113.28 360 1-Jul-28 $477,485.20
4932670 WEST BLOOMFIELD MI 48323 SFD 663% 6.000 $1,844.10 360 1-Oct-28 $286,425.74
4932683 BLOOMFIELD HILLS MI 48304 SFD 663% 6.000 $1,728.84 360 1-Sep-28 $269,039.22
4932686 DAYTON OH 45414 SFD 675% 6.000 $1,913.37 360 1-Jul-28 $293,249.97
4932731 NAPERVILLE IL 60565 SFD 638% 6.000 $2,339.52 360 1-Oct-28 $373,952.46
4932732 FARMINGTON HILLS MI 48331 LCO 688% 6.000 $2,430.64 360 1-Jul-28 $368,107.99
4932753 NOVI MI 48375 SFD 725% 6.000 $2,717.80 360 1-Sep-28 $397,145.48
4932755 LEONARD MI 48367 SFD 688% 6.000 $1,642.33 360 1-Jun-28 $248,440.75
4932762 EL PASO TX 79922 SFD 638% 6.000 $1,852.27 360 1-Nov-28 $296,348.56
4932765 ROCHESTER HILLS MI 48309 LCO 650% 6.000 $3,649.88 360 1-Oct-28 $575,875.42
4932768 SKILLMAN NJ 08558 SFD 725% 6.000 $2,728.71 360 1-Sep-28 $398,740.47
4932774 PLANO TX 75093 PUD 688% 6.000 $2,522.61 360 1-Sep-28 $382,698.42
4932779 SPRINGIELD TOWNSHIP MI 48350 LCO 663% 6.000 $2,219.64 360 1-Jul-28 $344,675.34
4932790 WEST BLOOMFIELD MI 48323 SFD 675% 6.000 $2,495.49 360 1-Jul-28 $382,734.22
4932792 MANASSIS VA 20111 SFD 625% 5.983 $1,539.30 360 1-Nov-28 $249,524.33
4932816 LITTLETON CO 80211 SFD 688% 6.000 $2,364.95 360 1-Nov-28 $359,393.37
4932839 NOBLESVILLE IN 46060 SFD 675% 6.000 $2,270.10 360 1-Jun-28 $347,854.62
4932848 CHESTER NJ 07930 SFD 713% 6.000 $3,334.91 360 1-Oct-28 $493,805.39
4932855 NEEDHAM MA 02194 SFD 700% 6.000 $1,570.12 360 1-Aug-28 $234,717.88
4932856 AURORA IL 60504 SFD 700% 6.000 $1,729.79 360 1-Jun-28 $253,396.81
4932858 CASTRO VALLEY CA 94552 SFD 663% 6.000 $1,853.71 360 1-Jul-28 $287,946.11
4932870 GROSSE POINTE PARK MI 48230 SFD 663% 6.000 $1,690.43 360 1-Jul-28 $262,582.98
4932891 GROSSE POINTE PARK MI 48230 SFD 688% 6.000 $1,872.25 360 1-Jun-28 $282,070.55
4932899 FAIRFIELD CT 06432 SFD 700% 6.000 $4,257.94 360 1-Nov-28 $638,947.72
4932902 HUNTINGTON BEACH CA 92648 SFD 625% 5.983 $3,077.98 360 1-Jul-28 $497,016.69
4932909 CLARKSTON MI 48346 SFD 675% 6.000 $2,075.52 360 1-Jul-28 $318,323.45
4932928 RANCHO SANTA MARGARITA CA 92688 SFD 713% 6.000 $2,076.74 360 1-Jun-28 $306,493.42
4932963 ORION TWP MI 48360 SFD 675% 6.000 $1,657.50 360 1-Jul-28 $254,211.11
4932964 SOUTHLAKE TX 76092 SFD 638% 6.000 $3,079.42 360 1-Aug-28 $491,289.68
4932967 BRENTWOOD TN 37024 SFD 688% 6.000 $2,233.56 360 1-Jul-28 $338,261.40
4932972 OAKLAND MI 48306 SFD 663% 6.000 $1,984.97 360 1-Aug-28 $308,617.26
4932977 NORTH ANDOVER MA 01845 SFD 675% 6.000 $2,438.09 360 1-Jul-28 $373,930.58
4934019 LIVINGSTON NJ 07039 SFD 700% 6.000 $1,676.57 360 1-Oct-28 $251,342.38
4934027 CHESTER SPRINGS PA 19425 SFD 650% 6.000 $1,896.21 360 1-Sep-28 $298,906.31
4934047 BEVERLY HILLS CA 90209 SFD 663% 6.000 $1,988.17 360 1-Sep-28 $309,395.10
4934085 SYOSSET NY 11791 SFD 713% 6.000 $1,951.09 360 1-Sep-28 $286,647.48
4934108 ROCHESTER MI 48307 SFD 663% 6.000 $1,849.86 360 1-Oct-28 $288,029.98
4934128 OAKLAND MI 48363 SFD 663% 6.000 $2,401.17 360 1-Oct-28 $374,001.94
4934133 BIRMINGHAM MI 48009 SFD 688% 6.000 $3,216.33 360 1-Aug-28 $487,519.64
4934139 MARIETTA GA 30067 SFD 675% 6.000 $3,891.59 360 1-Aug-28 $597,387.82
4934150 WEST BLOOMFIELD MI 48323 SFD 675% 6.000 $2,593.75 360 1-Aug-28 $398,158.95
4934168 LAKE FOREST CA 92630 SFD 675% 6.000 $1,546.26 360 1-Oct-28 $237,780.75
4934172 PLEASANTON CA 94566 SFD 688% 6.000 $2,394.51 360 1-Jul-28 $362,636.11
4934175 SHELBY TOWNSHIP MI 48316 SFD 675% 6.000 $1,515.13 360 1-Jun-28 $232,168.12
4934180 MC LEAN VA 22102 SFD 688% 6.000 $2,299.26 360 1-Sep-28 $348,813.65
4934187 FOUNTAIN HILLS AZ 85268 SFD 675% 6.000 $2,018.12 360 1-Jun-28 $309,181.26
4934190 HONALULU HI 96821 SFD 713% 6.000 $3,503.34 360 1-Sep-28 $518,321.77
4934192 BLOOMFIELD MI 48304 SFD 688% 6.000 $3,041.59 360 1-Jun-28 $460,229.89
4934201 SPRINGFIELD TWP MI 48350 SFD 663% 6.000 $1,812.73 360 1-Sep-28 $282,092.57
4934207 ROSWELL GA 30076 SFD 688% 6.000 $1,861.74 360 1-Jun-28 $281,704.42
4934209 DAVISBURG MI 48350 SFD 675% 6.000 $1,504.75 360 1-Sep-28 $231,194.24
4934214 BUELLTON CA 93427 SFD 675% 6.000 $1,671.02 360 1-Aug-28 $256,513.33
4934228 PLEASANTON CA 94566 SFD 688% 6.000 $2,553.82 360 1-Aug-28 $386,854.25
4934229 MILFORD MI 48380 SFD 700% 6.000 $2,649.24 360 1-Jun-28 $391,513.66
4934231 CAREFREE AZ 85377 SFD 650% 6.000 $1,580.18 360 1-Sep-28 $249,088.57
4934234 AMBLER PA 19002 SFD 650% 6.000 $2,528.28 360 1-Nov-28 $399,274.82
4934240 CREVE COEUR MO 63141 SFD 700% 6.000 $1,736.44 360 1-Aug-28 $259,917.74
4934244 OAKLAND TONSHIP MI 48306 SFD 663% 6.000 $2,175.46 360 1-Sep-28 $338,541.00
4934247 SHELBY TOWNSHIP MI 48316 SFD 675% 6.000 $1,848.51 360 1-Jul-28 $283,506.84
4934248 WATERFORD MI 48327 SFD 675% 6.000 $2,845.73 360 1-Sep-28 $435,538.99
4934259 FRANKLIN MA 02038 SFD 663% 6.000 $1,767.26 360 1-Sep-28 $274,981.06
4934261 RIVERSIDE CA 92506 SFD 713% 6.000 $2,182.18 360 1-Aug-28 $322,589.41
4934262 MILFORD MI 48381 SFD 725% 6.000 $1,600.73 360 1-Aug-28 $233,723.61
4934263 DANVILLE CA 94526 SFD 688% 6.000 $2,693.41 360 1-Sep-28 $408,408.60
4934271 MARIETTA GA 30067 SFD 675% 6.000 $2,542.51 360 1-Aug-28 $390,293.35
4934272 CLARKSTON MI 48348 SFD 663% 6.000 $1,728.84 360 1-Sep-28 $269,039.22
4934273 LAKE ST LOUIS MO 63367 SFD 663% 6.000 $1,690.43 360 1-Aug-28 $262,822.41
4934280 AUSTIN TX 78750 SFD 688% 6.000 $2,099.55 360 1-Oct-28 $318,789.85
4934282 BLOOMFIELD HILLS MI 48301 SFD 688% 6.000 $1,642.33 360 1-Aug-28 $248,937.71
4934294 NORTHVILLE MI 48167 SFD 650% 6.000 $2,771.31 360 1-Nov-28 $437,156.46
4934296 ALPHARETTA GA 30005 SFD 663% 6.000 $1,728.84 360 1-Aug-28 $268,795.70
4934304 GLEN ALLEN VA 23060 SFD 675% 6.000 $1,655.23 360 1-Aug-28 $254,088.14
4934307 GROSSE POINTE PARK MI 48230 SFD 675% 6.000 $1,686.36 360 1-Aug-28 $258,868.03
4934309 MOORESTOWN NJ 08057 SFD 663% 6.000 $1,504.74 360 1-Sep-28 $234,163.73
4934316 MATHEWS NC 28104 SFD 713% 6.000 $1,751.67 360 1-Aug-28 $258,644.41
4934320 WARREN OH 44484 SFD 675% 6.000 $1,945.80 360 1-Aug-28 $298,693.90
4934322 ROCHESTER MI 48307 SFD 663% 6.000 $1,984.33 360 1-Sep-28 $308,797.22
4934335 LAREDO TX 78045 SFD 663% 6.000 $1,833.85 360 1-Aug-28 $285,122.54
4934481 MILLBURN NJ 07078 SFD 713% 6.000 $3,099.11 360 1-Aug-28 $458,138.74
4934492 BLOOMFIELD TOWNSHIP MI 48302 SFD 675% 6.000 $1,621.50 360 1-Sep-28 $249,131.71
4934497 NAPERVILLE IL 60565 SFD 700% 6.000 $2,767.66 360 1-Aug-28 $414,275.03
4934505 PLEASANTON CA 94588 SFD 675% 6.000 $3,113.28 360 1-Jul-28 $477,485.20
4934508 BLOOMFIELD HILLS MI 48302 SFD 650% 6.000 $3,160.35 360 1-Oct-28 $498,636.59
4934511 WELLESLEY MA 02481 SFD 675% 6.000 $4,618.67 360 1-Oct-28 $710,250.31
4934515 SEWICKLEY PA 15143 SFD 663% 6.000 $1,885.08 360 1-Aug-28 $293,086.85
4934517 MOORESVILLE NC 28115 SFD 688% 6.000 $1,825.28 360 1-Oct-28 $277,145.69
4934522 ROCHESTER HILLS MI 48306 SFD 675% 6.000 $2,270.10 360 1-Jul-28 $348,166.28
4934523 LIVERMORE CA 94550 SFD 675% 6.000 $2,257.13 360 1-Oct-28 $347,096.04
4934530 YORKTOWN HEIGHTS NY 10598 SFD 713% 6.000 $3,832.12 360 1-Oct-28 $567,427.27
4934531 MISSION VIEJO CA 92692 SFD 713% 6.000 $2,472.55 360 1-Oct-28 $366,114.30
4934536 CLARKSTON MI 48348 LCO 675% 6.000 $2,438.73 360 1-Oct-28 $375,023.34
4934537 SAN DIEGO CA 92129 SFD 738% 6.000 $2,579.68 360 1-Aug-28 $371,856.41
4934544 ALIQUIPPA PA 15001 SFD 700% 6.000 $1,935.15 240 1-Nov-18 $248,638.90
4934549 NOVI MI 48377 SFD 688% 6.000 $1,726.41 360 1-Jul-28 $261,456.18
4934551 CLARKSTON MI 48348 LCO 663% 6.000 $1,716.04 360 1-Aug-28 $266,804.60
4934555 NOVI MI 48374 SFD 675% 6.000 $1,893.91 360 1-Aug-28 $290,728.73
4934560 WASHINGTON MI 48094 SFD 675% 6.000 $2,983.56 360 1-Oct-28 $458,805.12
4934571 GLEN MILLS PA 19342 SFD 663% 6.000 $1,920.94 360 1-Nov-28 $299,469.16
4934581 AVON LAKE OH 44012 SFD 675% 6.000 $2,107.95 360 1-Oct-28 $324,155.80
</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>
4689099 90.00 0.250 0.017 1.733
4838972 79.99 0.250 0.017 0.483
4843540 74.99 0.250 0.017 1.983
4843550 89.99 11 0.250 0.017 0.733
4843952 50.89 0.250 0.017 0.608
4843971 90.00 11 0.250 0.017 0.608
4844005 73.27 0.250 0.017 0.483
4844716 64.67 0.250 0.017 0.358
4852625 80.00 0.250 0.017 0.233
4864873 74.18 0.250 0.017 0.108
4883923 68.75 0.250 0.017 0.000
4887128 69.34 0.250 0.017 0.233
4900667 80.00 0.500 0.017 0.483
4900683 70.00 0.500 0.017 0.358
4900729 89.69 0.500 0.017 0.483
4900755 90.25 0.500 0.017 0.483
4900777 75.00 0.500 0.017 0.358
4900859 78.07 0.500 0.017 0.233
4900877 78.49 0.500 0.017 0.358
4900938 75.29 0.500 0.017 0.608
4900973 73.52 0.500 0.017 0.483
4901014 55.38 0.500 0.017 0.358
4901057 75.26 0.500 0.017 0.233
4901071 80.00 0.500 0.017 0.358
4901101 89.93 0.500 0.017 0.108
4901117 77.12 0.500 0.017 0.483
4902553 50.47 0.250 0.017 0.483
4902642 95.00 11 0.250 0.017 0.858
4903102 73.77 0.250 0.017 0.608
4903173 90.00 0.250 0.017 0.358
4903189 76.43 0.250 0.017 0.233
4903360 80.00 0.250 0.017 0.108
4932166 95.00 1 0.250 0.017 0.483
4932181 80.00 0.250 0.017 0.233
4932192 80.00 0.250 0.017 0.483
4932201 80.00 0.250 0.017 0.608
4932222 77.90 0.250 0.017 0.483
4932236 91.99 33 0.250 0.017 0.733
4932300 80.00 0.250 0.017 0.358
4932313 90.00 1 0.250 0.017 0.358
4932318 77.84 0.250 0.017 0.358
4932326 87.33 33 0.250 0.017 0.483
4932332 80.00 0.250 0.017 0.733
4932342 80.00 0.250 0.017 1.108
4932374 90.00 33 0.250 0.017 0.233
4932395 79.99 0.250 0.017 0.483
4932411 90.00 1 0.250 0.017 0.483
4932425 79.99 0.250 0.017 0.608
4932438 79.73 0.250 0.017 0.608
4932447 66.22 0.250 0.017 0.608
4932463 80.00 0.250 0.017 0.608
4932470 79.99 0.250 0.017 0.983
4932585 80.00 0.250 0.017 0.233
4932606 80.00 0.250 0.017 0.733
4932621 86.46 33 0.250 0.017 0.233
4932651 79.58 0.250 0.017 0.608
4932654 43.80 0.250 0.017 0.233
4932656 90.00 33 0.250 0.017 0.358
4932663 77.67 0.250 0.017 0.483
4932670 80.00 0.250 0.017 0.358
4932683 61.36 0.250 0.017 0.358
4932686 69.82 0.250 0.017 0.483
4932731 55.56 0.250 0.017 0.108
4932732 66.07 0.250 0.017 0.608
4932753 80.00 0.250 0.017 0.983
4932755 77.64 0.250 0.017 0.608
4932762 90.00 1 0.250 0.017 0.108
4932765 61.21 0.250 0.017 0.233
4932768 68.09 0.250 0.017 0.983
4932774 80.00 0.250 0.017 0.608
4932779 95.00 33 0.250 0.017 0.358
4932790 95.00 1 0.250 0.017 0.483
4932792 79.99 0.250 0.017 0.000
4932816 67.37 0.250 0.017 0.608
4932839 79.55 0.250 0.017 0.483
4932848 79.85 0.250 0.017 0.858
4932855 78.67 0.250 0.017 0.733
4932856 74.29 0.250 0.017 0.733
4932858 75.00 0.250 0.017 0.358
4932870 80.00 0.250 0.017 0.358
4932891 73.08 0.250 0.017 0.608
4932899 80.00 0.250 0.017 0.733
4932902 79.99 0.250 0.017 0.000
4932909 80.00 0.250 0.017 0.483
4932928 90.00 33 0.250 0.017 0.858
4932963 95.00 33 0.250 0.017 0.483
4932964 80.00 0.250 0.017 0.108
4932967 73.91 0.250 0.017 0.608
4932972 79.49 0.250 0.017 0.358
4932977 80.00 0.250 0.017 0.483
4934019 80.00 0.250 0.017 0.733
4934027 72.29 0.250 0.017 0.233
4934047 90.00 33 0.250 0.017 0.358
4934085 80.00 0.250 0.017 0.858
4934108 79.99 0.250 0.017 0.358
4934128 66.96 0.250 0.017 0.358
4934133 80.00 0.250 0.017 0.608
4934139 80.00 0.250 0.017 0.483
4934150 80.00 0.250 0.017 0.483
4934168 80.00 0.250 0.017 0.483
4934172 90.00 33 0.250 0.017 0.608
4934175 80.00 0.250 0.017 0.483
4934180 41.18 0.250 0.017 0.608
4934187 79.99 0.250 0.017 0.483
4934190 64.60 0.250 0.017 0.858
4934192 72.34 0.250 0.017 0.608
4934201 79.99 0.250 0.017 0.358
4934207 90.00 33 0.250 0.017 0.608
4934209 89.23 33 0.250 0.017 0.483
4934214 95.00 33 0.250 0.017 0.483
4934228 89.99 1 0.250 0.017 0.608
4934229 73.99 0.250 0.017 0.733
4934231 48.08 0.250 0.017 0.233
4934234 79.76 0.250 0.017 0.233
4934240 84.19 33 0.250 0.017 0.733
4934244 90.00 1 0.250 0.017 0.358
4934247 74.03 0.250 0.017 0.483
4934248 90.00 33 0.250 0.017 0.483
4934259 80.00 0.250 0.017 0.358
4934261 90.00 33 0.250 0.017 0.858
4934262 95.00 33 0.250 0.017 0.983
4934263 80.00 0.250 0.017 0.608
4934271 80.00 0.250 0.017 0.483
4934272 94.74 33 0.250 0.017 0.358
4934273 80.00 0.250 0.017 0.358
4934280 80.00 0.250 0.017 0.608
4934282 41.95 0.250 0.017 0.608
4934294 80.00 0.250 0.017 0.233
4934296 76.06 0.250 0.017 0.358
4934304 80.00 0.250 0.017 0.483
4934307 80.00 0.250 0.017 0.483
4934309 67.92 0.250 0.017 0.358
4934316 76.58 0.250 0.017 0.858
4934320 68.97 0.250 0.017 0.483
4934322 79.98 0.250 0.017 0.358
4934335 80.00 0.250 0.017 0.358
4934481 61.33 0.250 0.017 0.858
4934492 30.40 0.250 0.017 0.483
4934497 80.00 0.250 0.017 0.733
4934505 80.00 0.250 0.017 0.483
4934508 60.61 0.250 0.017 0.233
4934511 58.31 0.250 0.017 0.483
4934515 80.00 0.250 0.017 0.358
4934517 94.99 0.250 0.017 0.608
4934522 52.24 0.250 0.017 0.483
4934523 80.00 0.250 0.017 0.483
4934530 80.00 0.250 0.017 0.858
4934531 89.08 33 0.250 0.017 0.858
4934536 80.00 0.250 0.017 0.483
4934537 90.00 33 0.250 0.017 1.108
4934544 80.00 0.250 0.017 0.733
4934549 93.93 1 0.250 0.017 0.608
4934551 80.00 0.250 0.017 0.358
4934555 80.00 0.250 0.017 0.483
4934560 76.03 0.250 0.017 0.483
4934571 80.00 0.250 0.017 0.358
4934581 77.38 0.250 0.017 0.483
COUNT: 157
WAC: 6.80786
WAM: 354.745
WALTV: 77.1796
</TABLE>
<PAGE>
NASCOR
NMI / 1999-03 Exhibit F-3 (Part B)
30 YEAR FIXED RATE RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (xvii) (xviii)
- ----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- -------------------------- -----------
<S> <C> <C>
4689099 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4838972 STAR BANK STAR BANK
4843540 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843550 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843952 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4843971 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844005 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4844716 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4852625 STAR BANK STAR BANK
4864873 STAR BANK STAR BANK
4883923 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4887128 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4900667 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4900683 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4900729 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4900755 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4900777 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4900859 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4900877 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4900938 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4900973 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4901014 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4901057 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4901071 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4901101 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4901117 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4902553 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4902642 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4903102 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4903173 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4903189 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4903360 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4932166 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932181 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932192 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932201 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932222 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932236 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932300 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932313 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932318 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932326 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932332 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932342 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932374 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932395 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932411 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932425 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932438 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932447 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932463 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932470 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932585 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932606 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932621 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932651 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932654 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932656 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932663 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932670 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932683 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932686 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932731 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932732 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932753 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932755 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932762 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932765 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932768 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932774 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932779 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932790 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932792 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932816 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932839 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932848 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932855 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932856 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932858 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932870 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932891 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932899 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932902 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932909 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932928 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932963 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932964 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932967 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932972 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932977 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934019 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934027 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934047 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934085 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934108 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934128 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934133 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934139 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934150 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934168 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934172 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934175 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934180 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934187 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934190 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934192 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934201 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934207 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934209 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934214 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934228 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934229 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934231 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934234 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934240 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934244 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934247 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934248 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934259 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934261 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934262 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934263 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934271 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934272 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934273 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934280 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934282 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934294 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934296 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934304 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934307 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934309 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934316 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934320 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934322 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934335 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934481 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934492 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934497 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934505 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934508 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934511 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934515 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934517 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934522 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934523 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934530 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934531 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934536 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934537 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934544 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934549 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934551 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934555 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934560 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934571 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934581 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
COUNT: 157
WAC: 6.807857789
WAM: 354.7446001
WALTV: 77.17962382
</TABLE>
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
LOAN INFORMATION
Name of Mortgagor: _____________________________
Servicer
Loan No.: _____________________________
CUSTODIAN/TRUSTEE
Name: _____________________________
Address: _____________________________
-----------------------------
Custodian/Trustee
Mortgage File No.: _____________________________
SELLER
Name: _____________________________
Address: _____________________________
-----------------------------
Certificates: Mortgage Pass-Through Certificates,
Series 1999-3
The undersigned Master Servicer hereby acknowledges that it has received from
First Union National Bank, as Trustee for the Holders of Mortgage Pass-Through
Certificates, Series 1999-3, 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 Trustee, the
Seller and the Master Servicer.
( ) Promissory Note dated ______________, 199__, in the original principal
sum of $___________, made by ____________________, payable to, or endorsed
to the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in
book/reel/docket ____________________ of official records at page/image
------------.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State
of _____________________ in book/reel/docket ____________________ of
official records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trustee
when the need therefor no longer exists, unless the Mortgage Loan relating
to the Documents has been liquidated and the proceeds thereof have been
remitted to the Certificate Account and except as expressly provided in
the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trustee, and the
Master Servicer shall keep the Documents and any proceeds separate and
distinct from all other property in the Master Servicer's possession,
custody or control.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By: __________________________
Title: ________________________
Date: ________________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED,
AND FOR NON-ERISA INVESTORS
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
(1) That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and
existing under the laws of the [State of ] [United States], on behalf of
which he makes this affidavit.
(2) That the Purchaser's Taxpayer Identification Number is [ ].
(3) That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1999-3,
Class A-R Certificate (the "Class A-R Certificate") for the account of, or
as agent (including a broker, nominee, or other middleman) for, any person
or entity from which it has not received an affidavit substantially in the
form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any
foreign government, any international organization, any agency or
instrumentality of any of the foregoing (other than an instrumentality if
all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization
is subject to the tax on unrelated business income imposed by Code Section
511. For these purposes, an "ERISA Prohibited Holder" means an employee
benefit plan or other retirement arrangement subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan") or a Person acting on behalf of or investing the
assets of such a Plan.
(4) That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class A-R
Certificate as they become due.
(5) That the Purchaser understands that it may incur tax liabilities
with respect to the Class A-R Certificate in excess of cash flows
generated by the Class A-R Certificate.
(6) That the Purchaser will not transfer the Class A-R Certificate
to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in
paragraph 3, 4 or 7 hereof are not satisfied or that the Purchaser has
reason to know does not satisfy the requirements set forth in paragraph 4
hereof.
(7) That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class A-R
Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trustee with an
effective Internal Revenue Service Form 4224 or successor form at the time
and in the manner required by the Code or (iii) is a Non-U.S. Person that
has delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer of the
Class A-R Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of
the Class A-R Certificate will not be disregarded for federal income tax
purposes. "U.S. Person" means a citizen or resident of the United States,
a corporation, partnership (except to the extent provided in applicable
Treasury regulations) or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, an estate
that is subject to U.S. federal income tax regardless of the source of its
income or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more
such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury
regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
(8) That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Class A-R Certificate to such a
"disqualified organization," an agent thereof, an ERISA Prohibited Holder
or a person that does not satisfy the requirements of paragraph 4,
paragraph 5 and paragraph 7 hereof.
(9) That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant
to Section 3.01 of the Pooling and Servicing Agreement, and if such
designation is not permitted by the Code and applicable law, to act as tax
matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ___ day of , 19 __.
[NAME OF PURCHASER]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or proved
to me to be the same person who executed the foregoing instrument and to be the
[Title of Officer], of the Purchaser, and acknowledged to me that he [she]
executed the same as his [her] free act and deed and the free act and deed of
the Purchaser.
Subscribed and sworn before me this __ day of , 19 __.
----------
- ---------------------------------------
NOTARY PUBLIC
COUNTY OF ___________________________
STATE OF ___________________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
SERIES 1999-3, CLASS A-R
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has no
actual knowledge that such affidavit is not true and has no reason to know that
the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-3
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 1999-3, Class
[A-PO][B-4][B-5][B-6] Certificates (the "Class [A-PO][B-4][B-5][B-6]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. DEFINITIONS. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of January 28, 1999 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1999-3.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In connection with
the proposed transfer, the Purchaser represents and warrants to the Seller, the
Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters and is
capable of evaluating the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision; and the Purchaser is able to bear the economic risk of an
investment in the Class [A-PO][B-4][B-5][B-6] Certificates and can afford a
complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the meaning
of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__, relating to
the Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it
deemed appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trustee of the Trust Estate and (b) such
other opinions of counsel, officers' certificates and agreements as the Seller
or the Master Servicer may have required. A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement (including any liability
for civil penalties or excise taxes imposed pursuant to ERISA, Section 4975 of
the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.
Section 3. TRANSFER OF CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES.
(a) The Purchaser understands that the Class [A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [A-PO][B-4][B-5][B-6] Certificates are registered under the Act and
applicable state law or unless an exemption from registration is available. The
Purchaser further understands that neither the Seller, the Master Servicer nor
the Trustee is under any obligation to register the Class [A-PO][B-4][B-5][B-6]
Certificates or make an exemption available. In the event that such a transfer
is to be made in reliance upon an exemption from the Act or applicable state
securities laws, (i) the Trustee shall require, in order to assure compliance
with such laws, that the Certificateholder's prospective transferee certify to
the Trustee as to the factual basis for the registration or qualification
exemption relied upon, and (ii) unless the transferee is a "Qualified
Institutional Buyer" within the meaning of Rule 144A of the Act, the Trustee or
the Seller may, if such transfer is made within three years from the later of
(a) the Closing Date or (b) the last date on which the Seller or any affiliate
thereof was a holder of the Certificates proposed to be transferred, require an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Act and state securities laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Master Servicer or the Seller. Any such
Certificateholder desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Master Servicer, any Paying Agent acting on
behalf of the Trustee and the Seller against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall
be made unless the transferee provides the Seller and the Trustee with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class
[A-PO][B-4][B-5][B-6] Certificates bear a legend setting forth the applicable
restrictions on transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: ______________________________
Its: ______________________________
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-3
CLASS [B-1] [B-2] [B-3] CERTIFICATES
TRANSFEREE'S LETTER
-------------------
---------------- --, ----
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1999-3, Class [B-1] [B-2]
[B-3] Certificates (the "Class [B-1] [B-2] [B-3] Certificates") in the principal
amount of $___________. In doing so, the Purchaser hereby acknowledges and
agrees as follows:
Section 1. DEFINITIONS. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of 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") and First Union National Bank, as trustee (the "Trustee") of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1999-3.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In connection with
the proposed transfer, the Purchaser represents and warrants to the Seller, the
Master Servicer and the Trustee that:
Either (i) the Purchaser is not an employee benefit plan or other retirement
arrangement subject to Title I of the Employee Retirement Income Security Act of
1974, as amended, ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), or a governmental plan, as defined in Section
3(32) of ERISA subject to any federal, state or local law ("Similar Law") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (collectively, a "Plan"), an agent acting on behalf of a Plan, or a person
utilizing the assets of a Plan or (ii) if the Purchaser is an insurance company,
(A) the source of funds used to purchase the Class [B-1] [B-2] [B-3] Certificate
is an "insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg.
35925 (July 12, 1995), (B) there is no Plan with respect to which the amount of
such general account's reserves and liabilities for the contract(s) held by or
on behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization, exceed 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-1][B-2][B-3] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trustee of the Trust Estate and (b) such
other opinions of counsel, officers' certificates and agreements as the Seller
or the Master Servicer may have required. A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement (including any liability
for civil penalties or excise taxes imposed pursuant to ERISA, Section 4975 of
the Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
GMAC Mortgage Corporation Servicing Agreement
Bank of America NT & SA Servicing Agreement
Citicorp Mortgage, Inc. Servicing Agreement
Star 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 1999-3, 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 and First Union National Bank, as
Trustee.
intends to resell all of the Class B Certificates directly to the
- -------
Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the Company
will cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreements, the related servicers (each a
related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE XIII
DEFINITIONS
SECTION 13.01 DEFINED TERMS
Whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the State of New York are required or authorized
by law or executive order to be closed.
COLLATERAL FUND: The fund established and maintained pursuant to Section 3.01
hereof.
COLLATERAL FUND PERMITTED INVESTMENTS: Either (i) obligations of, or obligations
fully guaranteed as to principal and interest by, the United States, or any
agency or instrumentality thereof, provided such obligations are backed by the
full faith and credit of the United States, (ii) a money market fund rated in
the highest rating category by a nationally recognized rating agency selected by
the Company, (iii) cash, (iv) mortgage pass-through certificates issued or
guaranteed by Government National Mortgage Association, FNMA or FHLMC, (v)
commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
D-1 by Duff & Phelps Credit Rating Co. ("DCR") 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 DCR 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 D-1 by DCR or
A-1 by S&P or (z) the depository institution or trust company is one that is
acceptable to either DCR or S&P and, for each of the preceding clauses (i),
(iv), (v) and (vi), the maturity thereof shall be not later than the earlier to
occur of (A) 30 days from the date of the related investment and (B) the next
succeeding Distribution Date as defined in the related Pooling and Servicing
Agreement.
COMMENCEMENT OF FORECLOSURE: The first official action required under local law
in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of
foreclosure (whether in connection with a sale of the related property or
otherwise) or (z) initiation and completion of a short pay-off.
CURRENT APPRAISAL: With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, an appraisal of the related Mortgaged
Property obtained by the Purchaser at its own expense from an independent
appraiser (which shall not be an affiliate of the Purchaser) acceptable to the
Company as nearly contemporaneously as practicable to the time of the
Purchaser's election, prepared based on the Company's customary requirements for
such appraisals.
ELECTION TO DELAY FORECLOSURE: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
ELECTION TO FORECLOSE: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
MONTHLY ADVANCES: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
REQUIRED COLLATERAL FUND BALANCE: As of any date of determination, an amount
equal to the aggregate of all amounts previously required to be deposited in the
Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
SECTION 13.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall have the
meanings assigned in the Pooling and Servicing Agreement.
ARTICLE XIV
SPECIAL SERVICING PROCEDURES
SECTION 14.01 Reports and Notices
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
(i)Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days
or more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with
any Mortgage Loan, the Company shall cause (to the extent that the Company
as Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral
letter from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
SECTION 14.02 Purchaser's Election to Delay Foreclosure
Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
SECTION 14.03 Purchaser's Election to Commence Foreclosure
Proceedings
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
SECTION 14.04 TERMINATION
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE XV
COLLATERAL FUND; SECURITY INTEREST
SECTION 15.01 COLLATERAL FUND
Upon receipt from the Purchaser of the initial amount required to be deposited
in the Collateral Fund pursuant to Article II, the Company shall establish and
maintain with Bankers Trust Company as a segregated account on its books and
records an account (the "Collateral Fund"), entitled "Norwest Bank Minnesota,
National Association, as Master Servicer, for the benefit of registered holders
of Norwest Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 1999-3. Amounts held in the Collateral Fund shall continue to be the
property of the Purchaser, subject to the first priority security interest
granted hereunder for the benefit of the Certificateholders, until withdrawn
from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The Collateral
Fund shall be an "outside reserve fund" within the meaning of the REMIC
Provisions, beneficially owned by the Purchaser for federal income tax purposes.
All income, gain, deduction or loss with respect to the Collateral Fund shall be
that of the Purchaser. All distributions from the Trust Fund to the Collateral
Fund shall be treated as distributed to the Purchaser as the beneficial owner
thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage Loans
as to which the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute or cause to be distributed to the Purchaser all amounts remaining in
the Collateral Fund (after adjustment for all deposits and permitted withdrawals
pursuant to this Agreement) together with any investment earnings thereon. In
the event the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose, prior to any distribution to the Purchaser of all amounts
remaining in the Collateral Fund, funds in the Collateral Fund shall be applied
consistent with the terms of this Agreement.
SECTION 15.02 COLLATERAL FUND PERMITTED INVESTMENTS.
The Company shall, at the written direction of the Purchaser, invest the funds
in the Collateral Fund in Collateral Fund Permitted Investments. Such direction
shall not be changed more frequently than quarterly. In the absence of any
direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest earned
on deposits in the Collateral Fund (net of any losses on such investments) and
any payments of principal made in respect of any Collateral Fund Permitted
Investment shall be deposited in the Collateral Fund upon receipt. All costs and
realized losses associated with the purchase and sale of Collateral Fund
Permitted Investments shall be borne by the Purchaser and the amount of net
realized losses shall be deposited by the Purchaser in the Collateral Fund
promptly upon realization. The Company shall periodically (but not more
frequently than monthly) distribute to the Purchaser upon request an amount of
cash, to the extent cash is available therefore in the Collateral Fund, equal to
the amount by which the balance of the Collateral Fund, after giving effect to
all other distributions to be made from the Collateral Fund on such date,
exceeds the Required Collateral Fund Balance. Any amounts so distributed shall
be released from the lien and security interest of this Agreement.
SECTION 15.03 Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
SECTION 15.04 COLLATERAL SHORTFALLS.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE XVI
MISCELLANEOUS PROVISIONS
SECTION 16.01 AMENDMENT.
This Agreement may be amended from time to time by the Company and the Purchaser
by written agreement signed by the Company and the Purchaser.
SECTION 16.02 COUNTERPARTS.
This Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
SECTION 16.03 GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State of
New York and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.
SECTION 16.04 NOTICES.
All demands, notices and direction hereunder shall be in writing or by telecopy
and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
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Attention: __________
SECTION 16.05 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
SECTION 16.06 SUCCESSORS AND ASSIGNS.
The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such
provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
SECTION 16.07 ARTICLE AND SECTION HEADINGS.
The article and section headings herein are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
SECTION 16.08 CONFIDENTIALITY.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director, employee,
affiliate or independent contractor acting at such party's direction will
disclose the terms of Section 4.09 of this Agreement to any person or entity
other than such party's legal counsel except pursuant to a final, non-appealable
order of court, the pendency of such order the other party will have received
notice of at least five business days prior to the date thereof, or pursuant to
the other party's prior express written consent.
SECTION 16.09 INDEMNIFICATION.
The Purchaser agrees to indemnify and hold harmless the Company, the Seller, and
each Servicer and each person who controls the Company, the Seller, or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all as of
the day and year first above written.
Norwest Bank Minnesota, National
Association
By:____________________________________
Name:__________________________________
Title: ________________________________
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By:____________________________________
Name:__________________________________
Title: ________________________________
