SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 25, 1999
(Date of earliest event reported)
Commission File No. 333-65481
Norwest Asset Securities Corporation
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Delaware 52-1972128
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(State of Incorporation) (I.R.S. Employer Identification
No.)
7485 New Horizon Way, Frederick, Maryland 21703
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Address of principal executive offices (Zip Code)
(301) 846-8881
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>
ITEM 5. OTHER EVENTS
On February 25, 1999, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1999-4, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-R, Class
A-LR, Class B-1, Class B-2 and Class B-3 (the "Offered Certificates"), having an
aggregate original principal balance of $694,332,000.00. The Offered
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of February 25, 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 1999-4,
Class A-PO Certificates, having an aggregate initial principal balance of
$1,177,293.33, and Class B-4, Class B-5 and Class B-6 Certificates, having an
aggregate initial principal balance of $4,903,784.23 (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 99.13% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
other than the Fixed Retained Yield (as defined in the Agreement), which may
include loans secured by shares issued by cooperative housing corporations. The
remaining undivided interests in the Trust Estate are evidenced by the Class
A-PO and Private Class B Certificates. Distributions on the Private Class B
Certificates are subordinated to distributions on the Offered Certificates and
the Class A-PO Certificates.
Interest on the Offered Certificates will be distributed on each Distribution
Date (as defined in the Agreement). Monthly distributions in reduction of the
principal balance of the Offered Certificates will be allocated to the Offered
Certificates in accordance with the priorities set forth in the Agreement.
Distributions of interest and in reduction of principal balance on any
Distribution Date will be made to the extent that the Pool Distribution Amount
is sufficient therefor.
An election will be made to treat the Trust Estate as two REMICs for federal
income tax purposes (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-PO, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates will be treated as "regular interests" in the Upper-Tier REMIC and
the Class A-R and Class A-LR Certificates will be treated as the "residual
interests" in the Upper-Tier REMIC and Lower-Tier REMIC, respectively.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Item 601(a)
of Regulation S-K
EXHIBIT NO. DESCRIPTION
(EX-4) Pooling and Servicing Agreement, dated
as of February 25, 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
February 25, 1999
By: /s/ ALAN MCKENNEY
Name: Alan S. McKenney
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
EXHIBIT NO. DESCRIPTION ELECTRONIC (E)
(EX-4) Pooling and Servicing E
Agreement, dated as of February
25, 1999 among Norwest Asset
Securities Corporation, Norwest
Bank Minnesota, National
Association and First Union
National Bank, as trustee.
NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of February 25, 1999
$700,413,077.56
Mortgage Pass-Through Certificates
Series 1999-4
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions...................................................
Section 1.02. Acts of Holders...............................................
Section 1.03. Effect of Headings and Table of Contents......................
Section 1.04. Benefits of Agreement.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans..................................
Section 2.02. Acceptance by Trustee.........................................
Section 2.03. Representations and Warranties of the Master Servicer and
the Seller...................................................
Section 2.04. Execution and Delivery of Certificates........................
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Certificate Account...........................................
Section 3.02. Permitted Withdrawals from the Certificate Account............
Section 3.03. Advances by Master Servicer and Trustee.......................
Section 3.04. Trustee to Cooperate; Release of Owner Mortgage Loan
Files........................................................
Section 3.05. Reports to the Trustee; Annual Compliance Statements..........
Section 3.06. Title, Management and Disposition of any REO Mortgage
Loan.........................................................
Section 3.07. Amendments to Servicing Agreements,
Modification of Standard Provisions..........................
Section 3.08. Oversight of Servicing........................................
Section 3.09. Termination and Substitution of Servicing Agreements..........
Section 3.10. Application of Net Liquidation Proceeds.......................
Section 3.11. 1934 Act Reports..............................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions.................................................
Section 4.02. Allocation of Realized Losses.................................
Section 4.03. Paying Agent..................................................
Section 4.04. Statements to Certificateholders;
Reports to the Trustee and the Seller........................
Section 4.05. Reports to Mortgagors and the Internal Revenue Service........
Section 4.06. Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer...............
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates..............................................
Section 5.02. Registration of Certificates..................................
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.04. Persons Deemed Owners.........................................
Section 5.05. Access to List of Certificateholders' Names and Addresses.....
Section 5.06. Maintenance of Office or Agency...............................
Section 5.07. Definitive Certificates.......................................
Section 5.08. Notices to Clearing Agency....................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer...............
Section 6.02. Merger or Consolidation of the Seller or the Master
Servicer.....................................................
Section 6.03. Limitation on Liability of the Seller, the Master
Servicer and Others..........................................
Section 6.04. Resignation of the Master Servicer............................
Section 6.05. Compensation to the Master Servicer...........................
Section 6.06. Assignment or Delegation of Duties by Master Servicer.........
Section 6.07. Indemnification of Trustee and Seller by Master Servicer......
Section 6.08. Master Servicer Covenants Concerning Year 2000 Compliance.....
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.............................................
Section 7.02. Other Remedies of Trustee.....................................
Section 7.03. Directions by Certificateholders and
Duties of Trustee During Event of Default....................
Section 7.04. Action upon Certain Failures of the
Master Servicer and upon Event of Default....................
Section 7.05. Trustee to Act; Appointment of Successor......................
Section 7.06. Notification to Certificateholders............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.............................................
Section 8.02. Certain Matters Affecting the Trustee.........................
Section 8.03. Trustee Not Required to Make Investigation....................
Section 8.04. Trustee Not Liable for Certificates or Mortgage Loans.........
Section 8.05. Trustee May Own Certificates..................................
Section 8.06. The Master Servicer to Pay Fees and Expenses..................
Section 8.07. Eligibility Requirements......................................
Section 8.08. Resignation and Removal.......................................
Section 8.09. Successor.....................................................
Section 8.10. Merger or Consolidation.......................................
Section 8.11. Authenticating Agent..........................................
Section 8.12. Separate Trustees and Co-Trustees.............................
Section 8.13. Appointment of Custodians.....................................
Section 8.14. Tax Matters; Compliance with REMIC Provisions.................
Section 8.15. Monthly Advances..............................................
Section 8.16. Trustee Covenants Concerning Year 2000 Compliance.............
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans..................
Section 9.02. Additional Termination Requirements...........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment....................................................
Section 10.02. Recordation of Agreement.....................................
Section 10.03. Limitation on Rights of Certificateholders...................
Section 10.04. Governing Law; Jurisdiction..................................
Section 10.05. Notices......................................................
Section 10.06. Severability of Provisions...................................
Section 10.07. Special Notices to Rating Agencies...........................
Section 10.08. Covenant of Seller...........................................
Section 10.09. Recharacterization...........................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate..............................
Section 11.02. Cut-Off Date.................................................
Section 11.03. Cut-Off Date Aggregate Principal Balance.....................
Section 11.04. Original Class A Percentage..................................
Section 11.05. Original Principal Balances of the Classes of Class A
Certificates.................................................
Section 11.06. Original Class A-10 Notional Amount..........................
Section 11.07. Original Class A Non-PO Principal Balance....................
Section 11.08. Original Subordinated Percentage.............................
Section 11.09. Original Class B-1 Percentage................................
Section 11.10. Original Class B-2 Percentage................................
Section 11.11. Original Class B-3 Percentage................................
Section 11.12. Original Class B-4 Percentage................................
Section 11.13. Original Class B-5 Percentage................................
Section 11.14. Original Class B-6 Percentage................................
Section 11.15. Original Class B Principal Balance...........................
Section 11.16. Original Principal Balances of the Classes of Class B
Certificates.................................................
Section 11.17. Original Class B-1 Fractional Interest.......................
Section 11.18. Original Class B-2 Fractional Interest.......................
Section 11.19. Original Class B-3 Fractional Interest.......................
Section 11.20. Original Class B-4 Fractional Interest.......................
Section 11.21. Original Class B-5 Fractional Interest.......................
Section 11.22. Closing Date.................................................
Section 11.23. Right to Purchase............................................
Section 11.24. Wire Transfer Eligibility....................................
Section 11.25. Single Certificate...........................................
Section 11.26. Servicing Fee Rate...........................................
Section 11.27. Master Servicing Fee Rate....................................
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-12 - Form of Face of Class A-12 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1999-4 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage in locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage from Frederick, Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and for
Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO] [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [A-12] [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 February 25, 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:
ATICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
ACCEPTED MASTER SERVICING PRACTICES: Accepted Master Servicing Practices shall
consist of the customary and usual master servicing practices of prudent master
servicing institutions which service mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located, regardless of the date upon which the related Mortgage Loans were
originated.
ADDITIONAL COLLATERAL: As defined in the MLCC Servicing Agreement.
ADDITIONAL COLLATERAL MORTGAGE LOANS: As defined in the MLCC Servicing
Agreement.
ADJUSTED POOL AMOUNT: With respect to any Distribution Date, the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
ADJUSTED POOL AMOUNT (NON-PO PORTION): With respect to any Distribution Date,
the difference between the Adjusted Pool Amount for such Distribution Date and
the Adjusted Pool Amount (PO Portion) for such Distribution Date.
ADJUSTED POOL AMOUNT (PO PORTION): With respect to any Distribution Date, the
sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
ADJUSTED PRINCIPAL BALANCE: As to any Distribution Date and any Class of Class B
Certificates, the greater of (A) zero and (B) (i) the Principal Balance of such
Class with respect to such Distribution Date minus (ii) the Adjustment Amount
for such Distribution Date less the Principal Balances for any Classes of Class
B Certificates with higher numerical designations.
ADJUSTMENT AMOUNT: For any Distribution Date, the difference between (A) the sum
of the Class A Principal Balance and Class B Principal Balance as of the related
Determination Date and (B) the sum of (i) the sum of the Class A Principal
Balance and Class B Principal Balance as of the Determination Date succeeding
such Distribution Date, (ii) the principal portion of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a)(i) for such Distribution Date without regard to
the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
AGGREGATE CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date, the
aggregate amount distributable to the Classes of Class A Certificates pursuant
to Paragraphs first, second, third and fourth of Section 4.01(a)(i) on such
Distribution Date.
AGGREGATE CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date, an
amount equal to the sum of the Class A Unpaid Interest Shortfalls for all the
Classes of Class A Certificates.
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
$250,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
BANK UNITED MORTGAGE LOAN SALE AGREEMENT: The mortgage loan sale agreement dated
as of September 17, 1998 between Bank United, as seller, and Norwest Funding,
Inc., as purchaser.
BENEFICIAL OWNER: With respect to a Book-Entry Certificate, the Person who is
the beneficial owner of such Book-Entry Certificate, as reflected on the books
of the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance with
the rules of such Clearing Agency), as the case may be.
BOOK-ENTRY CERTIFICATE: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates and Class A-11 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-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-PO Certificates, Class A-R
Certificate or Class A-LR Certificate.
CLASS A CERTIFICATEHOLDER: The registered holder of a Class A Certificate.
CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date and any Class of Class
A Certificates (other than the Class A-10 and Class A-PO Certificates), the
amount distributable to such Class of Class A Certificates pursuant to
Paragraphs first, second and third clause (A) of Section 4.01(a)(i). As to the
Class A-10 Certificates, the amount distributable to each such Class pursuant to
Paragraphs first and second of Section 4.01(a)(i). As to any Distribution Date
and the Class A-PO Certificates, the amount distributable to the Class A-PO
Certificates pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a)(i) on such Distribution Date.
CLASS A FIXED PASS-THROUGH RATE: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
CLASS A INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum of the
Interest Accrual Amounts for the Classes of Class A Certificates with respect to
such Distribution Date.
CLASS A INTEREST PERCENTAGE: As to any Distribution Date and any Class of Class
A Certificates (other than the Class A-PO Certificates), the percentage
calculated by dividing the Interest Accrual Amount of such Class (determined
without regard to clause (ii) of the definition thereof) by the Class A Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Interest Accrual Amount).
CLASS A INTEREST SHORTFALL AMOUNT: As to any Distribution Date and any Class of
Class A Certificates, any amount by which the Interest Accrual Amount of such
Class with respect to such Distribution Date exceeds the amount distributed in
respect of such Class on such Distribution Date pursuant to Paragraph first of
Section 4.01(a)(i).
CLASS A INTEREST SHORTFALL DISTRIBUTION: As to any Distribution Date and Class
of Class A Certificates, the amount distributed in respect of such Class
pursuant to Paragraph second of Section 4.01(a)(i).
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 Class A Non-PO Principal Balance.
CLASS A LOSS PERCENTAGE: As to any Determination Date and any Class of Class A
Certificates (other than the Class A-PO Certificates) then outstanding, the
percentage calculated by dividing the Principal Balance of such Class by the
Class A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Class A Certificates not then outstanding), in each case
determined as of the preceding Determination Date.
CLASS A NON-PO OPTIMAL AMOUNT: As to any Distribution Date, the sum for such
Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the Aggregate
Class A Unpaid Interest 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 BALANCE: As of any date, an amount equal to the Class A
Principal Balance less the Principal Balance of the Class A-PO Certificates.
CLASS A NON-PO PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution Date, will
be equal to the amount distributed pursuant to priority third clause (A) of the
Pool Distribution Amount Allocation, in an aggregate amount up to the Class A
Non-PO Optimal Principal Amount.
CLASS A PASS-THROUGH RATE: As to the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-12, Class A-R and Class A-LR Certificates, the Class A Fixed
Pass-Through Rate. As to the Class A-6, Class A-7 and Class A-8 Certificates,
6.750% per annum. As to the Class A-9 and Class A-11 Certificates, 6.250% per
annum. As to the Class A-10 Certificates, 0.250% per annum. 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 February 2004, 100%. As to any Distribution Date subsequent
to February 2004 to and including the Distribution Date in February 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 February 2005 to and including the Distribution Date in February 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 February 2006 to and including the Distribution Date in February 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 February 2007 to and including the Distribution Date in February 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 February 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 February
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 March 2004 and February 2005, (2)
35% of the Original Class B Principal Balance if such Distribution Date occurs
between and including March 2005 and February 2006, (3) 40% of the Original
Class B Principal Balance if such Distribution Date occurs between and including
March 2006 and February 2007, (4) 45% of the Original Class B Principal Balance
if such Distribution Date occurs between and including March 2007 and February
2008, and (5) 50% of the Original Class B Principal Balance if such Distribution
Date occurs during or after March 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-6
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-PO
Certificates, Class A-R Certificate and Class A-LR Certificate.
CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date and any Class of
Class A Certificates, the amount, if any, by which the aggregate of the Class A
Interest Shortfall Amounts for such Class for prior Distribution Dates is in
excess of Class A Interest Shortfall Distributions for such Class on prior
Distribution Dates.
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-1 LOSS AMOUNT: With respect to any Determination Date after the
Cross-Over Date, the amount, if any, by which the Principal Balance of the Class
A-1 Certificates would be reduced as a result of the application of the third
sentence of the definition of Principal Balance.
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-4 LOSS AMOUNT: With respect to any Determination Date after the
Cross-Over Date, the amount, if any, by which the Principal Balance of the Class
A-4 Certificates would be reduced as a result of the application of the third
sentence of the definition of Principal Balance.
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-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 A-6 and Exhibit C hereto.
CLASS A-6 CERTIFICATEHOLDER: The registered holder of a Class A-6
Certificate.
CLASS A-7 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-7 and Exhibit C hereto.
CLASS A-7 CERTIFICATEHOLDER: The registered holder of a Class A-7
Certificate.
CLASS A-8 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-8 and Exhibit C hereto.
CLASS A-8 CERTIFICATEHOLDER: The registered holder of a Class A-8
Certificate.
CLASS A-9 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-9 and Exhibit C hereto.
CLASS A-9 CERTIFICATEHOLDER: The registered holder of a Class A-9
Certificate.
CLASS A-10 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-10 and Exhibit C hereto.
CLASS A-10 CERTIFICATEHOLDER: The registered holder of a Class A-10
Certificate.
CLASS A-10 INTEREST ACCRUAL AMOUNT: As to any Distribution Date, (i) the product
of (A) 1/12th of the Class A Pass-Through Rate for the Class A-10 Certificates
and (B) the Class A-10 Notional Amount as of such Distribution Date minus (ii)
the Class A Interest Percentage of the Class A-10 Certificates of (x) any
Non-Supported Interest Shortfall allocated to the Class A Certificates, (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class A Certificates with respect to
such Distribution Date pursuant to Section 4.02(e) and (z) the interest portion
of any Realized Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates on or
after the Cross-Over Date pursuant to Section 4.02(e).
CLASS A-10 NOTIONAL AMOUNT: As to any Distribution Date, an amount equal to
the Principal Balance of the Class A-11 Certificates.
CLASS A-11 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-11 and Exhibit C hereto.
CLASS A-11 CERTIFICATEHOLDER: The registered holder of a Class A-11
Certificate.
CLASS A-12 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-12 and Exhibit C hereto.
CLASS A-12 CERTIFICATEHOLDER: The registered holder of a Class A-12
Certificate.
CLASS A-12 LOSS ALLOCATION AMOUNT: With respect to any Determination Date after
the Cross-Over Date the lesser of (a) the Principal Balance of the Class A-12
Certificates with respect to such Determination Date prior to any reduction for
the Class A-12 Loss Allocation Amount and (b) the sum of the Class A-1 Loss
Amount and Class A-4 Loss Amount.
CLASS A-L1 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-L6 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-L9 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-L10 INTEREST: A regular interest in the Lower-Tier REMIC which is held
as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-LPO INTEREST: A regular interest in the Lower-Tier REMIC which is held
as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-LR CERTIFICATE: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-LR and Exhibit D hereto.
CLASS A-LR CERTIFICATEHOLDER: The registered holder of the Class A-LR
Certificate.
CLASS A-LUR INTEREST: A regular interest in the Lower-Tier REMIC which is held
as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-PO CERTIFICATE: Any one of the Certificates executed by the 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)(i)
and (y) the sum of the product for each Discount Mortgage Loan which became a
Liquidated Loan at any time on or prior to the last day of the applicable
Unscheduled Principal Receipt Period for the current Distribution Date of (a)
the PO Fraction for such Discount Mortgage Loan and (b) an amount equal to the
principal portion of Realized Losses (other than Bankruptcy Losses due to Debt
Service Reductions) incurred with respect to such Mortgage Loan other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
and (B) amounts distributed on the Class A-PO Certificates on prior Distribution
Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On and after the
Cross-Over Date, the Class A-PO Deferred Amount will be zero. No interest will
accrue on any Class A-PO Deferred Amount.
CLASS A-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum as to each Outstanding Mortgage Loan, of the product of (x) the
PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) 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, 6.500% per annum.
CLASS B PERCENTAGE: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage
or Class B-6 Percentage.
CLASS B PREPAYMENT PERCENTAGE: Any of the Class B-1 Prepayment Percentage, Class
B-2 Prepayment Percentage, Class B-3 Prepayment Percentage, Class B-4 Prepayment
Percentage, Class B-5 Prepayment Percentage or Class B-6 Prepayment Percentage.
CLASS B PRINCIPAL BALANCE: As of any date, an amount equal to the sum of the
Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal
Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and Class B-6
Principal Balance.
CLASS B UNPAID INTEREST SHORTFALL: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
CLASS B-1 CERTIFICATE: Any one of the Certificates executed by the 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)(i).
CLASS B-1 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-1 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-1 Certificates on such Distribution Date pursuant to Paragraph fifth of
Section 4.01(a)(i).
CLASS B-1 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the 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)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-1 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
CLASS B-1 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-1 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-1 Certificates on prior Distribution Dates pursuant to Paragraph
sixth of Section 4.01(a).
CLASS B-2 CERTIFICATE: Any one of the Certificates executed by the 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)(i).
CLASS B-2 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-2 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-2 Certificates on such Distribution Date pursuant to Paragraph eighth of
Section 4.01(a)(i).
CLASS B-2 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the 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)(i) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
CLASS B-2 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-2 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-2 Certificates on prior Distribution Dates pursuant to Paragraph
ninth of Section 4.01(a)(i).
CLASS B-3 CERTIFICATE: Any one of the Certificates executed by the 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)(i).
CLASS B-3 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-3 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-3 Certificates on such Distribution Date pursuant to Paragraph eleventh of
Section 4.01(a)(i).
CLASS B-3 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the 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)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-3 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.
CLASS B-3 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-3 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-3 Certificates on prior Distribution Dates pursuant to Paragraph
twelfth of Section 4.01(a)(i).
CLASS B-4 CERTIFICATE: Any one of the Certificates executed by the 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)(i).
CLASS B-4 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-4 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-4 Certificates on such Distribution Date pursuant to Paragraph fourteenth of
Section 4.01(a)(i).
CLASS B-4 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the 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)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-4 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
CLASS B-4 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-4 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-4 Certificates on prior Distribution Dates pursuant to Paragraph
fifteenth of Section 4.01(a)(i).
CLASS B-5 CERTIFICATE: Any one of the Certificates executed by the 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)(i).
CLASS B-5 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-5 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-5 Certificates on such Distribution Date pursuant to Paragraph seventeenth of
Section 4.01(a)(i).
CLASS B-5 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the 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)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
CLASS B-5 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-5 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-5 Certificates on prior Distribution Dates pursuant to Paragraph
eighteenth of Section 4.01(a)(i).
CLASS B-6 CERTIFICATE: Any one of the Certificates executed by the 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)(i).
CLASS B-6 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-6 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-6 Certificates on such Distribution Date pursuant to Paragraph twentieth of
Section 4.01(a)(i).
CLASS B-6 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the 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)(i) and
(b) the Realized Losses allocated through such Determination Date to the Class
B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount
as of the preceding Distribution Date less the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
CLASS B-6 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-6 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-6 Certificates on prior Distribution Dates pursuant to Paragraph
twenty-first of Section 4.01(a)(i).
CLASS B-L1 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS B-L2 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS B-L3 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS B-L4 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS B-L5 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS B-L6 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLEARING AGENCY: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
CLEARING AGENCY INDIRECT PARTICIPANT: A broker, dealer, bank, financial
institution or other Person that clears securities transactions through or
maintains a custodial relationship with a Clearing Agency Participant, either
directly or indirectly.
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.
CORRESPONDING UPPER-TIER CLASS OR CLASSES: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class or
Classes, as follows:
UNCERTIFICATED LOWER-TIER INTEREST CORRESPONDING UPPER-TIER CLASS OR CLASSES
Class A-L1 Interest Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5
Certificates and Class A-12 Certificates
Class A-L6 Interest Class A-6 Certificates, Class A-7
Certificates and Class A-8 Certificates
Class A-L9 Interest Class A-9 Certificates
Class A-L10 Interest Class A-10 Certificates and Class A-11
Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
CROSS-OVER DATE: The Distribution Date preceding the first Distribution Date on
which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
CROSS-OVER DATE INTEREST SHORTFALL: With respect to any Distribution Date that
occurs on or after the Cross-Over Date with respect to any Unscheduled Principal
Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
on or after the Determination Date in the month preceding
the month of such Distribution Date but prior to the first
day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the
month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt Period is the Prior Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
during the month preceding the month of such Distribution
Date, the amount of interest that would have accrued at the
Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month in which such Unscheduled Principal
Receipt is received.
CURRENT CLASS A INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date, the
amount distributed in respect of the Classes of Class A Certificates pursuant to
Paragraph first of Section 4.01(a)(i) on such Distribution Date.
CURRENT CLASS B INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date, the
amount distributed in respect of the Classes of Class B Certificates pursuant to
Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of
Section 4.01(a)(i) on such Distribution Date.
CURRENT CLASS B-1 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Certificates by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-1 Fractional Interest.
CURRENT CLASS B-2 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-2
Fractional Interest.
CURRENT CLASS B-3 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-4, Class B-5 and Class B-6 Certificates by the
sum of the Class A Non-PO Principal Balance and the Class B Principal Balance.
As to the first Distribution Date, the Original Class B-3 Fractional Interest.
CURRENT CLASS B-4 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-5 and Class B-6 Certificates by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance. As to the
first Distribution Date, the Original Class B-4 Fractional Interest.
CURRENT CLASS B-5 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the Principal
Balance of the Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-5 Fractional Interest.
CURTAILMENT: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
CUSTODIAL AGREEMENT: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the 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.
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
(other than the Class A-10 Certificates) representing the principal portion of
the Cut-Off Date Aggregate Principal Balance evidenced by such Certificate. As
to the Class A-10 Certificates, the amount specified on the face of each such
Certificate representing the portion of the Original Class A-10 Notional Amount.
DETERMINATION DATE: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
DISCOUNT MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest Rate of
less than 6.500%.
DISTRIBUTION DATE: The 25th day of any month, beginning in the month following
the month of initial issuance of the Certificates, or if such 25th day is not a
Business Day, the Business Day following such 25th day.
DUE DATE: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
ELIGIBLE ACCOUNT: One or more accounts (i) that are maintained with a depository
institution (which may be the Master Servicer) whose long-term debt obligations
(or, in the case of a depository institution which is part of a holding company
structure, the long-term debt obligations of such parent holding company) at the
time of deposit therein are rated at least "AA" (or the equivalent) by each of
the Rating Agencies, (ii) the deposits in which are fully insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance
Fund, (iii) the deposits in which are insured by the FDIC through either the
Bank Insurance Fund or the Savings Association Insurance Fund (to the limit
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured, as evidenced by an Opinion of Counsel delivered to the
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 two separate REMICs or result in the imposition of any
federal tax on either of the Upper-Tier REMIC or the Lower-Tier REMIC.
ELIGIBLE INVESTMENTS: At any time, any one or more of the following obligations
and securities which shall mature not later than the Business Day preceding the
Distribution Date next succeeding the date of such investment, provided that
such investments continue to qualify as "cash flow investments" as defined in
Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any
state of the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating of each
Rating Agency, or such lower rating as would not result in the downgrading
or withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency;
(iii) commercial or finance company paper which is then rated
in the highest long-term commercial or finance company paper rating
category of each Rating Agency or the highest short-term rating category
of each Rating Agency, or such lower rating category as would not result
in the downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds or banker's acceptances issued by any depository institution or
trust company incorporated under the laws of the United States or of any
state thereof and subject to supervision and examination by federal and/or
state banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to each Rating Agency at
the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency
as would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such instrument
evidences either (i) a right to receive only interest payments with respect to
the obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the interest
and principal payments with respect to such instrument provide a yield to
maturity at the date of investment of greater than 120% of the yield to maturity
at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA PROHIBITED HOLDER: As defined in Section 5.02(d).
ERRORS AND OMISSIONS POLICY: As defined in each of the Servicing Agreements.
EVENT OF DEFAULT: Any of the events specified in Section 7.01.
EXCESS BANKRUPTCY LOSS: With respect to any Distribution Date and any Mortgage
Loan as to which a Bankruptcy Loss is realized in the month preceding the month
of such Distribution Date, (i) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date exceed the then-applicable Bankruptcy Loss
Amount, then the portion of such Bankruptcy Loss represented by the ratio of (a)
the excess of the Aggregate Current Bankruptcy Losses over the then-applicable
Bankruptcy Loss Amount, divided by (b) the Aggregate Current Bankruptcy Losses
or (ii) if the Aggregate Current Bankruptcy Losses with respect to such
Distribution Date are less than or equal to the then-applicable Bankruptcy Loss
Amount, then zero. In addition, any Bankruptcy Loss occurring with respect to a
Mortgage Loan on or after the Cross-Over Date will be an Excess Bankruptcy Loss.
EXCESS FRAUD LOSS: With respect to any Distribution Date and any Mortgage Loan
as to which a Fraud Loss is realized in the month preceding the month of such
Distribution Date, (i) if the Aggregate Current Fraud Losses with respect to
such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
EXCESS SPECIAL HAZARD LOSS: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
EXHIBIT F-1 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit F-1
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced in
locations other than Frederick, Maryland under the Norwest Servicing Agreement.
EXHIBIT F-2 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit F-2
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced in
Frederick, Maryland under the Norwest Servicing Agreement.
EXHIBIT F-3 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit F-3
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced under an
Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
FIDELITY BOND: As defined in each of the Servicing Agreements.
FINAL DISTRIBUTION DATE: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
FINAL SCHEDULED MATURITY DATE: The Final Scheduled Maturity Date for the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-PO, Class A-R, Class
A-LR, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates is March 25, 2029 which corresponds to the "latest possible
maturity date" for purposes of Section 860G(a)(1) of the Internal Revenue Code
of 1986, as amended.
FITCH: Fitch IBCA, Inc., or its successor in interest.
FIXED RETAINED YIELD: The fixed percentage of interest on each Mortgage Loan
with a Mortgage Interest Rate greater than the sum of (a) 6.500%, (b) the
Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
FIXED RETAINED YIELD RATE: With respect to each Mortgage Loan, a per annum rate
equal to the greater of (a) zero and (b) the Mortgage Interest Rate on such
Mortgage Loan minus the sum of (i) 6.500%, (ii) the 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 $14,008,261.55 minus the aggregate amount of Fraud Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date, and (Y) from the first through fifth anniversary of the Cut-Off Date, an
amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-Off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the most
recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
FULL UNSCHEDULED PRINCIPAL RECEIPT: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
HOLDER: See "Certificateholder."
INDEPENDENT: When used with respect to any specified Person, such Person who (i)
is in fact independent of the Seller, the Master Servicer and any Servicer, (ii)
does not have any direct financial interest or any material indirect financial
interest in the Seller or the Master Servicer or any Servicer or in an affiliate
of either, and (iii) is not connected with the Seller, the Master Servicer or
any Servicer as an officer, employee, promoter, underwriter, trustee, trust
administrator, partner, director or person performing similar functions.
INSURANCE POLICY: Any insurance or performance bond relating to a Mortgage Loan
or the Mortgage Loans, including any hazard insurance, special hazard insurance,
flood insurance, primary mortgage insurance, mortgagor bankruptcy bond or title
insurance.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
INSURED EXPENSES: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
INTEREST ACCRUAL AMOUNT: As to any Distribution Date and any Class of Class A
Certificates (other than the Class A-10 and Class A-PO Certificates), (a) the
product of (i) 1/12th of the Class A Pass-Through Rate for such Class and (ii)
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (b) the Class A Interest Percentage of such Class of (i)
any Non-Supported Interest Shortfall allocated to the Class A Certificates with
respect to such Distribution Date, (ii) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (iii) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). As to any Distribution Date and the
Class A-10 Certificates, the Class A-10 Interest Accrual Amount. The Class A-PO
Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates, an amount
equal to (i) the product of 1/12th of the Class B Pass-Through Rate and the
Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class B Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class B Certificates
with respect to such Distribution Date and (y) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
LIQUIDATED LOAN: A Mortgage Loan with respect to which the related Mortgaged
Property has been acquired, liquidated or foreclosed and with respect to which
the applicable Servicer determines that all Liquidation Proceeds which it
expects to recover have been recovered.
LIQUIDATED LOAN LOSS: With respect to any Distribution Date, the aggregate of
the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
LIQUIDATION EXPENSES: Expenses incurred by a Servicer in connection with the
liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or 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.
LOWER-TIER DISTRIBUTION AMOUNT: As defined in Section 4.01(a)(ii).
LOWER-TIER REMIC: One of two separate REMICs comprising the Trust Estate, the
assets of which consist of the Mortgage Loans (other than Fixed Retained Yield),
such amounts as shall from time to time be held in the Certificate Account
(other than Fixed Retained Yield), the insurance policies, if any, relating to a
Mortgage Loan and property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure.
MASTER SERVICER: Norwest Bank Minnesota, National Association, or its
successor in interest.
MASTER SERVICING FEE: With respect to any Mortgage Loan and any Distribution
Date, the fee payable monthly to the Master Servicer pursuant to Section 6.05
equal to a fixed percentage (expressed as a per annum rate) of the unpaid
principal balance of such Mortgage Loan.
MASTER SERVICING FEE RATE: As set forth in Section 11.26.
MID-MONTH RECEIPT PERIOD: With respect to each Distribution Date, the one month
period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC MORTGAGE LOAN PURCHASE AGREEMENT: The master mortgage loan purchase
agreement dated as of April 1, 1998 between Merrill Lynch Credit Corporation, as
seller, and Norwest Funding, Inc., as purchaser.
MLCC SERVICING AGREEMENT: The Servicing Agreement executed by Merrill Lynch
Credit Corporation, as Servicer.
MONTH END INTEREST: As defined in each Servicing Agreement or with respect
to the MLCC Servicing Agreement, as Servicer, the amount defined as
"Compensating Interest."
MONTHLY PAYMENT: As to any Mortgage Loan (including any REO Mortgage Loan) and
any Due Date, the payment of principal and interest due thereon in accordance
with the amortization schedule at the time applicable thereto (after adjustment
for any Curtailments and Deficient Valuations occurring prior to such Due Date
but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
MORTGAGE: The mortgage, deed of trust or other instrument creating a first lien
on Mortgaged Property securing a Mortgage Note together with any Mortgage Loan
Rider, if applicable.
MORTGAGE 100SM PLEDGE AGREEMENT: As defined in the MLCC Servicing Agreement.
MORTGAGE INTEREST RATE: As to any Mortgage Loan, the per annum rate at which
interest accrues on the unpaid principal balance thereof as set forth in the
related Mortgage Note, which rate is as indicated on the Mortgage Loan Schedule.
MORTGAGE LOAN PURCHASE AGREEMENT: The mortgage loan purchase agreement dated as
of February 25, 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, F-2 and F-3, which list may be amended following the Closing Date
upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or 2.03
and which list shall set forth at a minimum the following information of the
close of business on the Cut-Off Date (or, with respect to Substitute Mortgage
Loans, as of the close of business on the day of substitution) as to each
Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary
mortgage insurance;
(xiii) the Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Exhibit F-3 Mortgage Loan, the name of the
Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
MORTGAGE LOANS: Each of the mortgage loans transferred and assigned to the
Trustee on the Closing Date pursuant to Section 2.01 and any mortgage loans
substituted therefor pursuant to Section 2.02 or 2.03, in each case as from time
to time are included in the Trust Estate as identified in the Mortgage Loan
Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
MORTGAGED PROPERTY: The property subject to a Mortgage, which may include
Co-op Shares or residential long-term leases.
MORTGAGOR: The obligor on a Mortgage Note.
NET FORECLOSURE PROFITS: As to any Distribution Date, the amount, if any, by
which (i) Aggregate Foreclosure Profits with respect to such Distribution Date
exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
NET LIQUIDATION PROCEEDS: As to any defaulted Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
NET MORTGAGE INTEREST RATE: With respect to each Mortgage Loan, a rate equal to
(i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum of (a)
the Servicing Fee Rate, as set forth in Section 11.25 with respect to such
Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section 11.26
with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate, if
any, with respect to such Mortgage Loan. Any regular monthly computation of
interest at such rate shall be based upon annual interest at such rate on the
applicable amount divided by twelve.
NET REO PROCEEDS: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
NON-PERMITTED FOREIGN HOLDER: As defined in Section 5.02(d).
NON-PO FRACTION: With respect to any Mortgage Loan, the lesser of (i) 1.00 and
(ii) the quotient obtained by dividing the Net Mortgage Interest Rate for such
Mortgage Loan by 6.500%.
NONRECOVERABLE ADVANCE: Any portion of a Periodic Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed to the Servicer, the Master Servicer or the Trustee, as the case may
be, and which the Servicer, the Master Servicer or the Trustee determines will
not, or in the case of a proposed Periodic Advance would not, be ultimately
recoverable from Liquidation Proceeds or other recoveries in respect of the
related Mortgage Loan. The determination by the Servicer, the Master Servicer or
the Trustee (i) that it has made a Nonrecoverable Advance or (ii) that any
proposed Periodic Advance, if made, would constitute a Nonrecoverable Advance,
shall be evidenced by an Officer's Certificate of the Servicer delivered to the
Master Servicer for redelivery to the Trustee or, in the case of a Master
Servicer determination, an Officer's Certificate of the Master Servicer
delivered to the Trustee, in each case detailing the reasons for such
determination.
NON-SUPPORTED INTEREST SHORTFALL: With respect to any Distribution Date, the
excess, if any, of the aggregate Prepayment Interest Shortfall on the Mortgage
Loans over the aggregate Compensating Interest with respect to such Distribution
Date. With respect to each Distribution Date occurring on or after the
Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to the
preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance and the Class B Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal Balance
and the Class B Principal Balance.
NON-U.S. PERSON: As defined in Section 4.01(g).
NORWEST MORTGAGE: Norwest Mortgage, Inc., or its successor in interest.
NORWEST MORTGAGE CORRESPONDENTS: The entities listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
NORWEST SERVICING AGREEMENT: The Servicing Agreement providing for the servicing
of the Exhibit F-1 Mortgage Loans and Exhibit F-2 Mortgage Loans initially by
Norwest Mortgage.
OFFICERS' CERTIFICATE: With respect to any Person, a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the Treasurer,
the Secretary or one of the Assistant Treasurers or Assistant Secretaries of
such Person (or, in the case of a Person which is not a corporation, signed by
the person or persons having like responsibilities), and delivered to the
Trustee.
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, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-11, Class A-12, Class A-R and
Class A-LR Certificates, as set forth in Section 11.06.
ORIGINAL CLASS A-10 NOTIONAL AMOUNT: The Original Class A-10 Notional
Amount, as set forth in Section 11.05(a).
ORIGINAL CLASS B PRINCIPAL BALANCE: The sum of the Original Class B-1 Principal
Balance, Original Class B-2 Principal Balance, Original Class B-3 Principal
Balance, Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and Original Class B-6 Principal Balance, as set forth in Section 11.14.
ORIGINAL CLASS B-1 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance, Original Class B-5 Principal Balance and the Original Class
B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
ORIGINAL CLASS B-2 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-2 Fractional Interest is specified in Section 11.17.
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 or, in the case of each Mortgage Loan serviced by Bank
United or Merrill Lynch Credit Corporation, the documents specified in the Bank
United Mortgage Loan Sale Agreement and the MLCC Mortgage Loan Purchase
Agreement under their respective "Owner Mortgage Loan File" definition or
similar definition and/or other provisions requiring delivery of specified
documents to the owner of the Mortgage Loan in connection with the purchase
thereof, and any additional documents required to be added to the Owner Mortgage
Loan File pursuant to this Agreement.
PARENT POWER(R) GUARANTY AGREEMENT FOR REAL ESTATE: As defined in the MLCC
Servicing Agreement.
PARENT POWER(R) GUARANTY AND SECURITY AGREEMENT FOR SECURITY ACCOUNT: As
defined in the MLCC Servicing Agreement.
PARTIAL LIQUIDATION PROCEEDS: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated
Loan.
PARTIAL UNSCHEDULED PRINCIPAL RECEIPT: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
PAYING AGENT: The Person authorized on behalf of the Trustee, as agent for the
Master Servicer, to make distributions to Certificateholders with respect to the
Certificates and to forward to Certificateholders the periodic and annual
statements required by Section 4.04. The Paying Agent may be any Person directly
or indirectly controlling or controlled by or under common control with the
Master Servicer and may be the Trustee. The initial Paying Agent is appointed in
Section 4.03(a).
PAYMENT ACCOUNT: The account maintained pursuant to Section 4.03(b).
PERCENTAGE INTEREST: With respect to a Class A Certificate (other than Class
A-10 Certificates), the undivided percentage interest obtained by dividing the
original principal balance of such Certificate by the Original Principal Balance
of such Class of Class A Certificates. With respect to a Class A-10 Certificate,
the undivided percentage interest obtained by dividing the Original Class A-10
Notional Amount evidenced by such Certificate by the Original Class A-10
Notional Amount of such Class. With respect to a Class B Certificate, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
PERIODIC ADVANCE: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trustee hereunder, the amount of any such advances being
equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
PERSON: Any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
PLAN: As defined in Section 5.02(c).
PO FRACTION: With respect to any Discount Mortgage Loan, the difference between
1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any other
Mortgage Loan, zero.
POOL BALANCE (NON-PO PORTION): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
POOL BALANCE (PO PORTION): As of any Distribution Date, the sum of the amounts
for each Mortgage Loan that is an Outstanding Mortgage Loan of the product of
(i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled Principal
Balance of such Mortgage Loan.
POOL DISTRIBUTION AMOUNT: As of any Distribution Date, the funds eligible for
distribution to the Holders of the Certificates on such Distribution Date, which
shall be the sum of (i) all previously undistributed payments or other receipts
on account of principal and interest on or in respect of the Mortgage Loans
(including, without limitation, the proceeds of any repurchase of a Mortgage
Loan by the Seller and any Substitution Principal Amount) received by the Master
Servicer with respect to the applicable Remittance Date in the month of such
Distribution Date and any Unscheduled Principal Receipts received by the Master
Servicer on or prior to the Business Day preceding such Distribution Date, (ii)
all Periodic Advances made by a Servicer pursuant to the related Servicing
Agreement or Periodic Advances made by the Master Servicer or the Trustee
pursuant to Section 3.03 and (iii) all other amounts required to be placed in
the Certificate Account by the Servicer on or before the applicable Remittance
Date or by the Master Servicer or the Trustee on or prior to the Distribution
Date, but excluding the following:
(a) amounts received as late payments of principal or interest
and respecting which the Master Servicer or the Trustee has made one or
more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers after the Applicable Unscheduled Principal Receipt Period
relating to the Distribution Date for the applicable type of Unscheduled
Principal Receipt, and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following
the Due Date in the month in which such Distribution Date occurs and the
difference between the unpaid principal balance of such Mortgage Loan
substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs and the unpaid principal
balance of such defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds
which represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Mortgage Loans, to the extent not
covered by clauses (a) through (h) above, or not required to be deposited
in the Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which
had previously been allocated as a loss to one or more Classes of the
Class A or Class B Certificates pursuant to Section 4.02 other than
Recoveries covered by the last sentence of Section 4.02(d).
POOL SCHEDULED PRINCIPAL BALANCE: As to any Distribution Date, the aggregate
Scheduled Principal Balances of all Mortgage Loans that were Outstanding
Mortgage Loans on the Due Date in the month preceding the month of such
Distribution Date.
PREMIUM MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest Rate of
6.500% or greater.
PREPAYMENT IN FULL: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
PREPAYMENT INTEREST SHORTFALL: On any Distribution Date, the amount of interest,
if any, that would have accrued on any Mortgage Loan which was the subject of a
Prepayment in Full at the Net Mortgage Interest Rate for such Mortgage Loan from
the date of its Prepayment in Full (but in the case of a Prepayment in Full
where the Applicable Unscheduled Principal Receipt Period is the Mid-Month
Receipt Period, only if the date of the Prepayment in Full is on or after the
Determination Date in the month prior to the month of such Distribution Date and
prior to the first day of the month of such Distribution Date) through the last
day of the month prior to the month of such Distribution Date.
PRINCIPAL ADJUSTMENT: In the event that the Class B-1 Optimal Principal Amount,
Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class
B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class B-6
Optimal Principal Amount is calculated in accordance with the proviso in such
definition with respect to any Distribution Date, the Principal Adjustment for
such Class of Class B Certificates shall equal the difference between (i) the
amount that would have been distributed to such Class as principal in accordance
with Section 4.01(a) for such Distribution Date, calculated without regard to
such proviso and assuming there are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted Principal Balance for such Class.
PRINCIPAL BALANCE: As of the first Determination Date and as to any Class of
Class A Certificates (other than the Class A-10 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-10 and A-PO Certificates), the Original Principal Balance of such
Class less the sum of (a) all amounts previously distributed in respect of such
Class on prior Distribution Dates (i) pursuant to Paragraph third clause (A) of
Section 4.01(a) and (ii) as a result of a Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to such Class pursuant
to Section 4.02(b). ). After the Cross-Over Date, each such Principal Balance
will also be reduced (a "Loss Reduction") 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;
provided, however, that the amount of any such Loss Reductions for the Class A-1
and Class A-4 Certificates will be decreased, pro rata, based on the amount of
such Loss Reductions, by the Class A-12 Loss Allocation Amount. After the
Cross-Over Date, the Principal Balance for the Class A-12 Certificates will
additionally be reduced by the Class A-12 Loss Allocation Amount.
The Class A-10 Certificates are interest-only Certificates and have no Principal
Balance.
As of any subsequent Determination Date prior to the Cross-Over Date and as to
the Class A-PO Certificates, the Original Principal Balance of such Class less
the sum of (a) all amounts previously distributed in respect of the Class A-PO
Certificates on prior Distribution Dates pursuant to Paragraphs third clause (B)
and fourth of Section 4.01(a) and (b) the Realized Losses allocated through such
Determination Date to the Class A-PO Certificates pursuant to Section 4.02(b).
After the Cross-Over Date, such Principal Balance will also be reduced on each
Determination Date by an amount equal to the difference, if any, between such
Principal Balance as of such Determination Date without regard to this sentence
and the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance, respectively.
PRINCIPAL PREPAYMENT: Any Mortgagor payment on a Mortgage Loan which is received
in advance of its Due Date and is not accompanied by an amount representing
scheduled interest for any period subsequent to the date of prepayment.
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 sum of the
Principal Balances of the Class A-5 and Class A-12 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 (i) sum of the Principal Balances of the Class A-5
and Class A-12 Certificates, divided by (ii) 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
Fitch and S&P. The Rating Agency for the Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates is Fitch. If any such agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trustee and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean F-1+ in the
case of Fitch and A-1+ in the case of S&P and in the case of any other Rating
Agency shall mean its equivalent of such ratings. References herein to the
highest long-term rating categories of a Rating Agency shall mean AAA and in the
case of any other Rating Agency shall mean its equivalent of such rating without
any plus or minus.
REALIZED LOSSES: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
RECORD DATE: The last Business Day of the month preceding the month of the
related Distribution Date.
RECOVERY: Any amount received on a Mortgage Loan subsequent to such Mortgage
Loan being determined to be a Liquidated Loan.
RELEVANT ANNIVERSARY: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D.
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, but without such amounts being
multiplied by the Class A Percentage.
SCHEDULED PRINCIPAL BALANCE: As to any Mortgage Loan and Distribution Date, the
principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
SELLER: Norwest Asset Securities Corporation, or its successor in interest.
SENIOR OPTIMAL AMOUNT: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
SERVICER MORTGAGE LOAN FILE: As defined in each of the Servicing Agreements.
SERVICERS: Each of Norwest Mortgage, Inc., FT Mortgage Companies, Bank United,
SunTrust Mortgage, Inc., Home Savings of America, FSB, Countrywide Home Loans,
National City Mortgage Company, Merrill Lynch Credit Corporation, Home side
Lending, GMAC Mortgage Corporation, Bank of Oklahoma, N.A., The Huntington
Mortgage Company, Plymouth Savings Bank, America First Credit Union, Brenton
Mortgage, Inc., Hibernia National Bank, Star Bank, Citicorp Mortgage, Inc., and
Columbia Equities, LTD 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
March 1999 through February 2004.......... 0%
March 2004 through February 2005.......... 30%
March 2005 through February 2006.......... 40%
March 2006 through February 2007.......... 60%
March 2007 through February 2008.......... 80%
March 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, 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
$9,807,762.50 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.
SURETY BOND: As defined in the MLCC Servicing Agreement.
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, property which secured a Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure.
TRUSTEE: First Union National Bank, a national banking association with its
principal office located in Charlotte, North Carolina, or any successor trustee
appointed as herein provided.
UNCERTIFICATED LOWER-TIER INTEREST: Any of the Class A-L1 Interest, the Class
A-L6 Interest, the Class A-L9 Interest, the Class A-L10 Interest, the Class
A-LPO Interest, the Class A-LUR Interest, the Class B-L1 Interest, the Class
B-L2 Interest, the Class B-L3 Interest, the Class B-L4 Interest, the Class B-L5
Interest, and the Class B-L6 Interest,
UNPAID INTEREST SHORTFALLS: Class B-2 Unpaid Interest Shortfall, the Class
B-3 Unpaid Interest Shortfall, the Class B-4 Unpaid Interest Shortfall, the
Class B-5 Unpaid Interest Shortfall and the Class B-6 Unpaid Interest
Shortfall.
UNSCHEDULED PRINCIPAL AMOUNT: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Prepayment Percentage.
UNSCHEDULED PRINCIPAL RECEIPT: Any Principal Prepayment or other recovery of
principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
UNSCHEDULED PRINCIPAL RECEIPT PERIOD: Either a Mid-Month Receipt Period or a
Prior Month Receipt Period.
UPPER-TIER CERTIFICATE: Any one of the Class A Certificates (other than the
Class A-LR Certificate) and the Class B Certificates.
UPPER-TIER CERTIFICATE ACCOUNT: The trust account established and maintained
pursuant to Section 4.01(e).
UPPER-TIER REMIC: One of the two separate REMICs comprising the Trust Estate,
the assets of which consist of the Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be held in the Upper-Tier Certificate
Account.
U.S. PERSON: As defined in Section 4.01(g).
VOTING INTEREST: With respect to any provisions hereof providing for the action,
consent or approval of the Holders of all Certificates evidencing specified
Voting Interests in the Trust Estate, the Class A-10 Certificates will be
entitled to 1% of the aggregate Voting Interest represented by all Certificates
and each remaining Class of Certificates will be entitled to a pro rata portion
of the remaining Voting Interest equal to the ratio obtained by dividing the
Principal Balance of such Class by the sum of the Class A Principal Balance and
the Class B Principal Balance. Each Certificateholder of a Class will have a
Voting Interest equal to the product of the Voting Interest to which such Class
is collectively entitled and the Percentage Interest in such Class represented
by such Holder's Certificates. With respect to any provisions hereof providing
for action, consent or approval of each Class of Certificates or specified
Classes of Certificates, each Certificateholder of a Class will have a Voting
Interest in such Class equal to such Holder's Percentage Interest in such Class.
WEIGHTED AVERAGE NET MORTGAGE INTEREST RATE: As to any Distribution Date, a rate
per annum equal to the average, expressed as a percentage of the Net Mortgage
Interest Rates of all Mortgage Loans that were Outstanding Mortgage Loans as of
the Due Date in the month 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.
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.
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.
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.
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 (d)
all of the Seller's right, title and interest in and to each Mortgage 100SM
Pledge Agreement, each Parent Power(R) Guaranty and Security Agreement for
Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate
with respect to each Additional Collateral Mortgage Loan and (e) proceeds of all
the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the 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.
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:
The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
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;
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;
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
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.
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:
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;
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;
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;
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;
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;
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;
The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; PROVIDED, HOWEVER,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
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;
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;
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;
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;
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;
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;
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;
The Mortgage Loan (except 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;
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;
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;
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;
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;
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;
To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
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;
The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
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;
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
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.
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, (i) acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and
Certificateholders and (ii) has executed and delivered to or upon the order of
the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
Section 2.05 Designation of Certificates; Designation of Startup Day and
Latest Possible Maturity Date.
The Seller hereby designates the Classes of Class A Certificates (other than the
Class A-R and Class A-LR Certificates) and the Classes of Class B Certificates
as classes of "regular interests" and the Class A-R Certificate as the single
class of "residual interest" in the Upper-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller hereby further
designates the Class A-L1 Interest, Class A-L6 Interest, Class A-L9 Interest,
Class A-L10 Interest, Class A-LPO Interest, Class A-LUR Interest, Class B-L1
Interest, Class B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class
B-L5 Interest and Class B-L6 Interest as classes of "regular interests" and the
Class A-LR Certificate as the single class of "residual interest" in the
Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Closing Date is hereby designated as the "Startup Day" of each
of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Code Section
860G(a)(9). The "latest possible maturity date" of the regular interests in the
Upper-Tier REMIC and Lower-Tier REMIC is March 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.
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.
The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements or any amounts received by it
upon the sale of any Additional Collateral pursuant to the terms of the
Mortgage 100SM Pledge Agreement, the Parent Power(R) Guaranty and Security
Agreement for Securities Account or the Parent Power(R) Guaranty Agreement
for Real Estate or any amounts received pursuant to the Surety Bond, and
shall, in addition, deposit into the Certificate Account the following
amounts, in the case of amounts specified in clause (i), not later than
the Distribution Date on which such amounts are required to be distributed
to Certificateholders and, in the case of the amounts specified in clause
(ii), not later than the Business Day next following the day of receipt
and posting by the Master Servicer:
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
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.
The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible
Investments will be sold or disposed of at a gain prior to maturity unless
the Master Servicer has received an Opinion of Counsel or other evidence
satisfactory to it that such sale or disposition will not cause the Trust
Estate to be subject to Prohibited Transactions Tax, otherwise subject the
Trust Estate to tax, or cause either of the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC while any Certificates are
outstanding. Any amounts deposited in the Certificate Account prior to the
Distribution Date shall be invested for the account of the Master Servicer
and any investment income thereon shall be additional compensation to the
Master Servicer for services rendered under this Agreement. The amount of
any losses incurred in respect of any such investments shall be deposited
in the Certificate Account by the Master Servicer out of its own funds
immediately as realized.
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.
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):
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;
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;
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;
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;
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;
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;
to remit funds to the Paying Agent in the amounts and in
the manner provided for herein;
to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
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;
to withdraw from the Certificate Account any amount
deposited in the Certificate Account that was not required to be
deposited therein;
to clear and terminate the Certificate Account pursuant to
Section 9.01; and
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.
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.
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 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.
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.
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).
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 3.05 Reports to the Trustee; Annual Compliance Statements.
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.
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.
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.
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.
(m) 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).
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 (including the obligation to
maintain an Errors and Omissions Policy and Fidelity Bond) 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 Upper-Tier REMIC or the Lower-Tier REMIC
of REMIC status for federal income tax purposes or (iii) the imposition of any
Prohibited Transaction Tax or any federal taxes on either the Upper-Tier REMIC,
the Lower-Tier REMIC or the Trust Estate. The Master Servicer shall have full
power and authority in its sole discretion to take any action with respect to
the Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the 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 Upper-Tier REMIC or Lower-Tier REMIC.
Additional Collateral may be liquidated and the proceeds applied to cover any
shortfalls upon the liquidation of a Mortgaged Property; PROVIDED, HOWEVER, that
the Trust Estate in no event shall acquire ownership of the Additional
Collateral unless the Trust Administrator shall have received an Opinion of
Counsel that such ownership shall not cause the Trust Estate to fail to qualify
as two separate REMICs or subject either REMIC to any tax.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
Section 3.09 Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated pursuant
to its Servicing Agreement, the Master Servicer shall promptly deliver to the
Seller and the Trustee an Officer's Certificate certifying that an event has
occurred which may justify termination of such Servicing Agreement, describing
the circumstances surrounding such event and recommending what action should be
taken by the Trustee with respect to such Servicer. If the Master Servicer
recommends that such Servicing Agreement be terminated, the Master Servicer's
certification must state that the breach is material and not merely technical in
nature. Upon written direction of the Master Servicer, based upon such
certification, the Trustee shall promptly terminate such Servicing Agreement.
Notwithstanding the foregoing, in the event that (i) Norwest Mortgage fails to
make any advance, as a consequence of which the Trustee is obligated to make an
advance pursuant to Section 3.03 and (ii) the Trustee provides Norwest Mortgage
written notice of the failure to make such advance and such failure shall
continue unremedied for a period of 15 days after receipt of such notice, the
Trustee shall terminate the Norwest Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10 Application of Net Liquidation Proceeds.
For all purposes under this agreement, Net Liquidation Proceeds received from a
Servicer shall be allocated first to accrued and unpaid interest on the related
Mortgage Loan and then to the unpaid principal balance thereof.
Section 3.11 1934 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings required to
be made by the Seller with respect to the Class A Certificates (other than the
Class A-PO Certificates) and the Class B-1, Class B-2 and Class B-3 Certificates
pursuant to the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.
(n) 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;
second, to the Classes of Class A Certificates, pro rata, based upon their
respective Class A Unpaid Interest Shortfalls, in an aggregate amount up
to the sum of the Aggregate Class A Unpaid Interest Shortfall;
third, concurrently, to the Class A Certificates (other than the Class
A-PO Certificates) and the Class A-PO Certificates, pro rata, based on
their respective Class A Non-PO Optimal Principal Amount and Class A-PO
Optimal Principal Amount, (A) to the Classes of Class A Certificates
(other than the Class A-PO Certificates), in an aggregate amount up to the
Class A Non-PO Optimal Principal Amount, such distribution to be allocated
among such Classes in accordance with Section 4.01(b) or Section 4.01(c),
as applicable, and (B) to the Class A-PO Certificates in an amount up to
the Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class A-PO
Deferred Amount from amounts otherwise distributable (without regard to
this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second, below, second to the Class B-5 Certificates
pursuant to Paragraph nineteenth, below, third to the Class B-4
Certificates pursuant to Paragraph sixteenth, below, fourth to the Class
B-3 Certificates pursuant to Paragraph thirteenth, below, fifth to the
Class B-2 Certificates pursuant to Paragraph tenth below, and sixth to the
Class B-1 Certificates pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such
Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the Class B-1
Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class B-1
Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-1 Certificates pursuant to this Paragraph seventh will be
reduced by the amount, if any, that would have been distributable to the
Class B-1 Certificates hereunder used to pay the Class A-PO Deferred
Amount as provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the Interest
Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the Class B-2
Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class B-2
Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-2 Certificates pursuant to this Paragraph tenth will be
reduced by the amount, if any, that would have been distributable to the
Class B-2 Certificates hereunder used to pay the Class A-PO Deferred
Amount as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the Interest
Accrual Amount for the Class B-3 Certificates with respect to such
Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the Class B-3
Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the Class B-3
Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-3 Certificates pursuant to this Paragraph thirteenth will
be reduced by the amount, if any, that would have been distributable to
the Class B-3 Certificates hereunder used to pay the Class A-PO Deferred
Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the Interest
Accrual Amount for the Class B-4 Certificates with respect to such
Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to the Class
B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-4 Certificates pursuant to this Paragraph sixteenth will be
reduced by the amount, if any, that would have been distributable to the
Class B-4 Certificates hereunder used to pay the Class A-PO Deferred
Amount as provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the Interest
Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the Class
B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the Class B-5
Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-5 Certificates pursuant to this Paragraph nineteenth will
be reduced by the amount, if any, that would have been distributable to
the Class B-5 Certificates hereunder used to pay the Class A-PO Deferred
Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the Interest
Accrual Amount for the Class B-6 Certificates with respect to such
Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the Class
B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Account, and to the Holder of the
Class A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or notional amount of
any Class (other than the Class A-R or Class A-LR Certificates) has been reduced
to zero, such Class will be entitled to no further distributions of principal or
interest (including, without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such Distribution
Date minus any portion thereof payable to a Servicer pursuant to Section
3.02(ix) hereof shall be distributed to the Holder of the Class A-LR
Certificate.
With respect to any Distribution Date, the amount of the Principal Adjustment,
if any, attributable to any Class of Class B Certificates will be allocated to
the Classes of Class A Certificates (other than the Class A-10 and Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their Principal Balances.
Distributions on the Uncertificated Lower-Tier Interests. On
each Distribution Date, each Uncertificated Lower-Tier Interest shall
receive distributions in respect of principal in an amount equal to the
amount of principal distributed to its respective Corresponding Upper-Tier
Class or Classes as provided herein. On each Distribution Date, each
Uncertificated Lower-Tier Interest shall receive distributions in respect
of interest equal to the Interest Accrual Amounts and distributions in
respect of Unpaid Interest Shortfalls, as the case may be, in respect of
its Corresponding Upper-Tier Class or Classes, in each case to the extent
actually distributed thereon. Such amounts distributed to the
Uncertificated Lower-Tier Interests in respect of principal and interest
with respect to any Distribution Date are referred to herein collectively
as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated Lower-Tier Interest
equals the Principal Balances of the respective Corresponding Upper-Tier Class
or Classes. The initial principal balance of each Uncertificated Lower-Tier
Interest equals the Original Principal Balances of the respective Corresponding
Upper-Tier Class or Classes.
The pass-through rate with respect to the Class A-L1 Interest, Class A-L10
Interest, Class A-LUR Interest, Class B-L1 Interest, Class B-L2 Interest, Class
B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and Class B-L6 Interest
shall be 6.500% per annum. The pass-through rate with respect to the Class A-L6
Interest shall be 6.750% per annum. The pass-through rate with respect to the
Class A-L9 Interest shall be 6.250% per annum. The Class A-LPO Interest is a
principal-only interest and is not entitled to distributions of interest. Any
Non-Supported Interest Shortfalls will be allocated to each Uncertificated
Lower-Tier Interest in the same relative proportions as interest is allocated to
such Uncertificated Lower-Tier Interest.
The Class A-10 Certificates are interest-only Certificates and
are not entitled to distributions in respect of principal.
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 Class A Certificates (other than the
Class A-PO Certificates) in accordance with the following priorities:
first, concurrently, to the Class A-5 and Class A-12 Certificates, pro
rata, up to the Priority Amount for such Distribution Date;
second, concurrently, as follows:
(a) 49.7000000000%, sequentially, as follows:
(i) sequentially, to the Class A-R and the Class A-LR
Certificates, in that order, until the Principal Balance of
each such Class has been reduced to zero;
(ii) concurrently, to the Class A-1 and Class A-11
Certificates, pro rata, until the Principal Balance of each
such Class has been reduced to zero; and
(iii) concurrently, as follows:
(1) 40.2241594022%, concurrently, as follows:
(A) 50.0000000000%, sequentially, to the
Class A-6, Class A-7 and Class A-8 Certificates,
in that order, until the Principal Balance of each
such Class has been reduced to zero; and
(B) 50.0000000000% to the Class A-9
Certificates, until the Principal Balance thereof
has been reduced to zero; and
(2) 59.7758405978% to the Class A-4 Certificates,
until the Principal Balance thereof has been reduced to
zero; and
(b) 50.3000000000%, sequentially, as follows:
(i) sequentially, to the Class A-2 and Class A-3
Certificates, in that order, until the Principal Balance of
each such Class has been reduced to zero; and
(ii) concurrently, as follows:
(1) 40.2241594022%, concurrently, as follows:
(A) 50.0000000000%, sequentially, to the
Class A-6, Class A-7 and Class A-8 Certificates,
in that order, until the Principal Balance of each
such Class has been reduced to zero; and
(B) 50.0000000000% to the Class A-9
Certificates, until the Principal Balance thereof
has been reduced to zero; and
(2) 59.7758405978% to the Class A-4 Certificates,
until the Principal Balance thereof has been reduced to
zero; and
third, concurrently, to the Class A-5 and Class A-12 Certificates, pro
rata, without regard to the Priority Amount for such Distribution Date,
until the Principal Balance of each such Class has been reduced to zero.
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).
(A) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with
respect to any Distribution Date, the following tests shall apply:
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
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
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
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
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.
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.
The Trustee shall establish and maintain the Upper-Tier
Certificate Account, which shall be a separate trust account and an
Eligible Account. On each Distribution Date other than the Final
Distribution Date (if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Seller), the Paying
Agent shall, on behalf of the Master Servicer, from funds available on
deposit in the Payment Account, (i) deposit, in immediately available
funds, by wire transfer or otherwise, into the Upper-Tier Certificate
Account the Lower-Tier Distribution Amount and (ii) distribute to the
Class A-LR Certificateholder (other than as provided in Section 9.01
respecting the final distribution to Certificateholders) by check mailed
to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Distribution Amount with respect to the Class A-LR
Certificate and all other amounts distributable to the Class A-LR
Certificate. The Trustee may clear and terminate the Upper-Tier
Certificate Account pursuant to Section 9.01.
On each Distribution Date other than the Final Distribution
Date (if such Final Distribution Date is in connection with a purchase of
the assets of the Trust Estate by the Seller), the Paying Agent shall, on
behalf of the Master Servicer, from funds remitted to it by the Master
Servicer, distribute to each Certificateholder of record (other than the
Class A-LR Certificateholder) on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to
Certificateholders or in the last paragraph of this Section 4.01(f)
respecting the final distribution in respect of any Class) either in
immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder holds Certificates having a
Denomination at least equal to that specified in Section 11.24, and has so
notified the Master Servicer or, if applicable, the Paying Agent at least
seven Business Days prior to the Distribution Date or, if such Holder
holds Certificates having, in the aggregate, a Denomination less than the
requisite minimum Denomination or if such Holder holds the Class A-R
Certificate or has not so notified the Paying Agent, by check mailed to
such Holder at the address of such Holder appearing in the Certificate
Register, such Holder's share of the Class A Distribution Amount with
respect to each Class of Class A Certificates and the Class B Distribution
Amount with respect to each such Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Principal Balance or notional amount of any Class of Class A
Certificates (other than the Class A-R or Class A-LR Certificates) or the
Principal Balance of any Class of Class B Certificates would be reduced to zero,
the Master Servicer shall, as soon as practicable after the Determination Date
relating to such Distribution Date, send a notice to the 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)(i).
The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be
withheld such amounts as may be required by the Code (giving full effect
to any exemptions from withholding and related certifications required to
be furnished by Certificateholders and any reductions to withholding by
virtue of any bilateral tax treaties and any applicable certification
required to be furnished by Certificateholders with respect thereto) from
distributions to be made to Persons other than U.S. Persons ("Non-U.S.
Persons"). Amounts withheld pursuant to this Section 4.01(g) shall be
treated as having been distributed to the related Certificateholder for
all purposes of this Agreement. For the purposes of this paragraph, a
"U.S. Person" is a citizen or resident of the United States, a
corporation, partnership (except to the extent provided in applicable
Treasury regulations) or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, an estate
that is subject to United States federal income tax regardless of the
source of its income or a trust if a court within the United States is
able to exercise primary supervision over the administration of such
trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in
applicable Treasury regulations, certain trusts in existence on August 20,
1996 which are eligible to elect to be treated as U.S. Persons).
Section 4.02 Allocation of Realized Losses.
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.
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.
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.
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.
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.
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.
With respect to any Distribution Date, the principal portion
of Realized Losses and recoveries attributable to previously allocated
Realized Losses allocated pursuant to this Section 4.02 will be allocated
to each Uncertificated Lower-Tier Interest in an amount equal to the
amount allocated to its respective Corresponding Upper-Tier Class or
Classes as provided above.
With respect to any Distribution Date, the interest portion of Realized Losses
allocated pursuant to this Section 4.02 will be allocated to each Uncertificated
Lower-Tier Interest in the same relative proportions as interest is allocated to
such Uncertificated Lower-Tier Interest.
Section 4.03 Paying Agent.
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:
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;
give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
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.
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; Reports to the Trustee and
the Seller.
Concurrently with each distribution pursuant to Section 4.01(f), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
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;
(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;
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;
(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;
the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trustee pursuant to the Servicing Agreements or
this Agreement;
the number of Mortgage Loans outstanding as of the
preceding Determination Date;
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;
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;
the aggregate Scheduled Principal Balances of the Mortgage
Loans serviced by Norwest Mortgage and, collectively, by the Other
Servicers as of such Distribution Date;
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);
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);
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);
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);
the number and aggregate principal balances of Mortgage
Loans delinquent (a) one month, (b) two months and (c) three months or
more;
the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
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;
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;
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;
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;
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;
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;
the Class A-PO Deferred Amount, if any;
in the case of the Class A-10 Certificates, the Class A-10
Notional Amount; and
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 and Class A-LR Certificates) with a $1,000 Denomination, and
as a dollar amount per Class A-R and Class A-LR Certificate with a $100
Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder and the information set forth in clauses
(iii) and (iv)(a) above in the case of a Class B Certificateholder aggregated
for such calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the 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.
The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class
A-10, Class A-PO, Class A-R and Class A-LR Certificates, integral
multiples of $1,000 in excess thereof (except, if necessary, for one
Certificate of each Class (other than the Class A-10, Class A-PO, Class
A-R and Class A-LR Certificates) that evidences one Single Certificate
plus such additional principal portion as is required in order for all
Certificates of such Class to equal the aggregate Original Principal
Balance of such Class, as the case may be), and shall be substantially in
the respective forms set forth as Exhibits A-1, A-2, A-3, A-4, A-5, A-6,
A-7, A-8, A-9, A-10, A-11, A-12, A-PO, A-R, A-LR, B-1, B-2, B-3, B-4, B-5,
B-6, and C (reverse side of Certificates) hereto. On original issue the
Certificates shall be executed and delivered by the 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 (or
notional amount) evidenced by the Class A and Class B Certificates shall
be the sum of the amounts specifically set forth in the respective
Certificates. The Certificates shall be executed by manual or facsimile
signature on behalf of the 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."
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:
the provisions of this Section 5.01(b) shall be in full
force and effect;
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;
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;
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
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.
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.
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.
No transfer of a Class A-12, Class A-PO or Class B Certificate
shall be made (other than the transfer of the Class A-PO Certificates to
an affiliate of the Seller on the Closing Date) unless the Trustee shall
have received (i) a representation letter from the transferee in the form
of Exhibit J hereto, in the case of a Class A-PO, Class B-4, Class B-5 or
Class B-6 Certificate, or in the form of Exhibit K hereto, in the case of
a Class A-12, 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 A-12 or Class B Certificates only, if such transferee
is an insurance company, (A) the source of funds used to purchase the
Class A-12 or Class B Certificates is an "insurance company general
account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July
12, 1995)), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or
on behalf of such Plan and all other Plans maintained by the same employer
(or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization exceeds 10% of the total of all reserves
and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the
purchase and holding of such Class A-12 or Class B Certificates is covered
by Sections I and III of PTE 95-60 or (ii) in the case of any such Class
A-12, Class A-PO or Class B Certificate presented for registration in the
name of a Plan, or a trustee of any such Plan, (A) an Opinion of Counsel
satisfactory to the Trustee and the Seller to the effect that the purchase
or holding of such Class A-12, 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.
No legal or beneficial interest in all or any portion of the
Class A-R or Class A-LR Certificate may be transferred directly or
indirectly to a "disqualified organization" within the meaning of Code
Section 860E(e)(5) or an agent of a disqualified organization (including a
broker, nominee, or middleman), to a Plan or a Person acting on behalf of
or investing the assets of a Plan (such Plan or Person, an "ERISA
Prohibited Holder") or to an individual, corporation, partnership or other
person unless such transferee (i) is not a Non-U.S. Person or (ii) is a
Non-U.S. Person that holds the Class A-R or Class A-LR Certificate in
connection with the conduct of a trade or business within the United
States and has furnished the transferor and the 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 or Class A-LR Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and
that such transfer of the Class A-R or Class A-LR Certificate will not be
disregarded for federal income tax purposes (any such person who is not
covered by clauses (i), (ii) or (iii) above being referred to herein as a
"Non-permitted Foreign Holder"), and any such purported transfer shall be
void and have no effect. The Trustee shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and
deliver, a new Class A-R or Class A-LR Certificate in connection with any
such transfer to a disqualified organization or agent thereof (including a
broker, nominee or middleman), an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, and neither the Certificate Registrar nor
the Trustee shall accept a surrender for transfer or registration of
transfer, or register the transfer of, the Class A-R or Class A-LR
Certificate, unless the transferor shall have provided to the 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 or Class A-LR Certificate to disqualified organizations, ERISA
Prohibited Holders or Non-permitted Foreign Holders. Such affidavit shall
also contain the statement of the transferee that (i) the transferee has
historically paid its debts as they have come due and intends to do so in
the future, (ii) the transferee understands that it may incur liabilities
in excess of cash flows generated by the residual interest, (iii) the
transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the
Class A-R or Class A-LR Certificate to any Person who does not provide an
affidavit substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R or Class A-LR Certificate,
shall be accompanied by a written statement in the form attached as Exhibit I
hereto, signed by the transferor, to the effect that as of the time of the
transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in any
portion of the Class A-R or Class A-LR Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R or Class
A-LR Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class A-R or Class A-LR Certificate as completely
as if such transfer had never occurred, provided that the Master Servicer may,
but is not required to, recover any distributions made to such transferee with
respect to the Class A-R or Class A-LR Certificate, and (ii) the Master Servicer
agrees to furnish to the Internal Revenue Service and to any transferor of the
Class A-R or Class A-LR Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R or Class A-LR Certificate (or portion thereof) for
periods after such transfer. At the election of the Master Servicer, the cost to
the Master Servicer of computing and furnishing such information may be charged
to the transferor or such agent referred to above; however, the Master Servicer
shall in no event be excused from furnishing such information.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the 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.
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.
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.
Every Certificateholder, by receiving and holding a
Certificate, agrees with the Seller, the Master Servicer, the Certificate
Registrar and the Trustee that neither the Seller, the Master Servicer,
the Certificate Registrar nor the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names,
addresses and Percentage Interests of the Certificateholders hereunder,
regardless of the source from which such information was delivered.
Section 5.06 Maintenance of Office or Agency.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
Section 5.07 Definitive Certificates.
If (i)(A) the Master Servicer advises the Trustee in writing that the Clearing
Agency is no longer willing or able properly to discharge its responsibilities
as depository with respect to the Book-Entry Certificates, and (B) the Master
Servicer is unable to locate a qualified successor, (ii) the Master Servicer, at
its option, advises the Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
dismissal or resignation of the Master Servicer, Beneficial Owners representing
aggregate Voting Interests of not less than 51% of the aggregate Voting
Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners, the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
Section 5.08 Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry Certificates
is required under this Agreement, unless and until Definitive Certificates shall
have been issued to Beneficial Owners pursuant to Section 5.07, the Trustee
shall give all such notices and communications specified herein to be given to
Holders of Book-Entry Certificates to the Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement and
undertaken hereunder by the Seller and the Master Servicer.
Section 6.02 Merger or Consolidation of the Seller or the Master Servicer.
Subject to the following paragraph, the Seller and the Master Servicer each will
keep in full effect its existence, rights and franchises as a corporation under
the laws of the jurisdiction of its incorporation, and will obtain and preserve
its qualification to do business as a foreign corporation in each jurisdiction
in which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or into any
Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which the
Seller or Master Servicer shall be a party, or any Person succeeding to the
business of the Seller or Master Servicer, shall be the successor of the Seller
or Master Servicer hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; PROVIDED, HOWEVER, that, in the case of the Master
Servicer, any such successor or resulting Person shall be qualified to service
mortgage loans for FNMA or FHLMC.
Section 6.03 Limitation on Liability of the Seller, the Master Servicer
and Others.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of the
partners, directors, officers, employees or agents of any of them shall be under
any liability to the Trust Estate or the Certificateholders and all such Persons
shall be held harmless for any action taken or for refraining from the taking of
any action in good faith pursuant to this Agreement, or for errors in judgment;
PROVIDED, HOWEVER, that this provision shall not protect any such Person against
any breach of warranties or representations made herein or against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Seller, the Master Servicer, any
subcontractor, and any partner, director, officer, employee or agent of any of
them shall be entitled to indemnification by the Trust Estate and will be held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of his or its duties hereunder or by
reason of reckless disregard of his or its obligations and duties hereunder. The
Seller, the Master Servicer and any of the directors, officers, employees or
agents of either may rely in good faith on any document of any kind which, PRIMA
FACIE, is properly executed and submitted by any Person respecting any matters
arising hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; PROVIDED, HOWEVER, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A and Class B Certificates in the same manner as
Realized Losses are allocated pursuant to Section 4.02(a).
Section 6.04 Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
Section 6.05 Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06 Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights, benefits or
privileges under this Agreement to any other Person, or delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by the Master Servicer without
the prior written consent of the Trustee, and any agreement, instrument or act
purporting to effect any such assignment, transfer, delegation or appointment
shall be void. Notwithstanding the foregoing, the Master Servicer shall have the
right without the prior written consent of the Trustee (i) to assign its rights
and delegate its duties and obligations hereunder; PROVIDED, HOWEVER, that (a)
the purchaser or transferee accepting such assignment or delegation is qualified
to service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee, in
the exercise of its reasonable judgment, and executes and delivers to the
Trustee an agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such purchaser or transferee of the due
and punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer hereunder from and after the date
of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee or the Seller under this Agreement, incurred by it prior to the time
that the conditions contained in clause (i) above are met.
Section 6.07 Indemnification of Trustee and Seller by Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee and the Seller
and any director, officer or agent thereof against any loss, liability or
expense, including reasonable attorney's fees, arising out of, in connection
with or incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties of the Master Servicer under this Agreement or by
reason of reckless disregard of its obligations and duties under this Agreement.
Any payment pursuant to this Section made by the Master Servicer to the Trustee
or the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
Section 6.08 Master Servicer Covenants Concerning Year 2000 Compliance.
The Master Servicer covenants that it is working to modify its computer and
other systems used in the performance of its duties as Master Servicer for the
Certificates to operate in a manner such that, on and after January 1, 2000, the
Master Servicer can perform its duties in accordance with the terms of this
Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
In case one or more of the following Events of Default by the Master Servicer
shall occur and be continuing, that is to say:
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
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
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
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
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;
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
the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHLMC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02 Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of Default
shall not have been remedied, the Trustee, in addition to the rights specified
in Section 7.01, shall have the right, in its own name as trustee of an express
trust, to take all actions now or hereafter existing at law, in equity or by
statute to enforce its rights and remedies and to protect the interests, and
enforce the rights and remedies, of the Certificateholders (including the
institution and prosecution of all judicial, administrative and other
proceedings and the filing of proofs of claim and debt in connection therewith).
Except as otherwise expressly provided in this Agreement, no remedy provided for
by this Agreement shall be exclusive of any other remedy, and each and every
remedy shall be cumulative and in addition to any other remedy and no delay or
omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Event of Default.
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; PROVIDED,
HOWEVER, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04 Action upon Certain Failures of the Master Servicer and upon
Event of Default.
In the event that the Trustee shall have knowledge of any failure of the Master
Servicer specified in Section 7.01(i) or (ii) which would become an Event of
Default upon the Master Servicer's failure to remedy the same after notice, the
Trustee may, but need not if the Trustee deems it not in the Certificateholders'
best interest, give notice thereof to the Master Servicer. For all purposes of
this Agreement, in the absence of actual knowledge by a corporate trust officer
of the Trustee, the Trustee shall not be deemed to have knowledge of any failure
of the Master Servicer as specified in Section 7.01(i) and (ii) or any Event of
Default unless notified thereof in writing by the Master Servicer or by a
Certificateholder.
Section 7.05 Trustee to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to Section 7.01
or the Trustee receives the resignation of the Master Servicer evidenced by an
Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor
in all respects to the Master Servicer in its capacity as master servicer under
this Agreement and the transactions set forth or provided for herein and shall
have the rights and powers and be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trustee is succeeding to the Master Servicer as the Master Servicer, as
compensation therefor, the Trustee shall be entitled to receive monthly such
portion of the Master Servicing Fee, together with such other servicing
compensation as is agreed to at such time by the Trustee and the Master
Servicer, but in no event more than 25% thereof until the date of final
cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; PROVIDED, HOWEVER, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
Section 7.06 Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor master
servicer, in each case as provided herein, the Trustee shall give prompt written
notice thereof to Certificateholders at their respective addresses appearing in
the Certificate Register. The Trustee shall also, within 45 days after the
occurrence of any Event of Default known to the Trustee, give written notice
thereof to Certificateholders at their respective addresses appearing in the
Certificate Register, unless such Event of Default shall have been cured or
waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and after the curing
of all Events of Default which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement. In
case an Event of Default has occurred (which has not been cured), the Trustee,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; PROVIDED, HOWEVER, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct; PROVIDED, HOWEVER, that:
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;
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
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:
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;
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;
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;
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
The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys.
Section 8.03 Trustee Not Required to Make Investigation.
Prior to the occurrence of an Event of Default hereunder and after the curing of
all Events of Default which may have occurred, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond, Mortgage, Mortgage Note or other paper or document
(provided the same appears regular on its face), unless requested in writing to
do so by holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interest represented by all Certificates; PROVIDED, HOWEVER, that
if the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee, shall be repaid by the Master
Servicer upon demand.
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
Section 8.05 Trustee May Own Certificates.
The Trustee and any agent thereof, in its individual or any other capacity, may
become the owner or pledgee of Certificates with the same rights it would have
if it were not Trustee or such agent and may transact banking and/or trust
business with the Seller, the Master Servicer or their Affiliates.
Section 8.06 The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to receive, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee and the
Master Servicer will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
Section 8.07 Eligibility Requirements.
The Trustee hereunder shall at all times (i) be a corporation or association
having its principal office in a state and city acceptable to the Seller,
organized and doing business under the laws of such state or the United States
of America, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000, or shall be a
member of a bank holding system, the aggregate combined capital and surplus of
which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
Section 8.08 Resignation and Removal.
The Trustee may at any time resign and be discharged from the trust hereby
created by giving written notice of resignation to the Master Servicer, such
resignation to be effective upon the appointment of a successor trustee. Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of Section 8.07 and shall fail to resign after written request for
its resignation by the Master Servicer, or if at any time the Trustee shall
become incapable of acting, or an order for relief shall have been entered in
any bankruptcy or insolvency proceeding with respect to such entity, or a
receiver of such entity or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less than 51% of the
Voting Interests represented by all Certificates (except that any Certificate
registered in the name of the Seller, the Master Servicer or any affiliate
thereof will not be taken into account in determining whether the requisite
Voting Interests has been obtained) may at any time remove the Trustee and
appoint a successor by written instrument or instruments, in triplicate, signed
by such holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Master Servicer, one complete set of
which shall be delivered to the entity or entities so removed and one complete
set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor as provided in Section 8.09.
Section 8.09 Successor.
Any successor trustee appointed as provided in Section 8.08 shall execute,
acknowledge and deliver to the Master Servicer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective, and such
successor, without any further act, deed or reconveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files
and related documents and statements held by it hereunder (other than any Owner
Mortgage Loan Files at the time held by a Custodian, which Custodian shall
become the agent of any successor trustee hereunder), and the Seller, the Master
Servicer and the predecessor entity shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this Section, the
Master Servicer shall mail notice of the succession of such trustee hereunder to
all Holders of Certificates at their addresses as shown in the Certificate
Register. If the Master Servicer fails to mail such notice within ten days after
acceptance of the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Master Servicer.
Section 8.10 Merger or Consolidation.
Any Person into which the Trustee may be merged or converted or with which it
may be consolidated, to which it may sell or transfer its corporate trust
business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; PROVIDED, HOWEVER, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee.
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:
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;
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;
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
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.
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 two separate REMICs; or (ii) cause the imposition of
any federal, state or local income, prohibited transaction, contribution
or other tax on either the Upper-Tier REMIC, the Lower-Tier REMIC or the
Trust Estate. The Master Servicer, or, in the case of any tax return or
other action required by law to be performed directly by the 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 for each of the Upper-Tier
REMIC and the Lower-Tier REMIC using a calendar year as the taxable year
and the accrual method of accounting; (ii) in the first such federal tax
returns, make, or cause to be made, elections satisfying the requirements
of the REMIC Provisions, on behalf of the Trust Estate, to treat each of
the Upper-Tier REMIC and the Lower-Tier REMIC as a REMIC; (iii) prepare,
execute and forward, or cause to be prepared, executed and forwarded, to
the Certificateholders all information reports or tax returns required
with respect to the Trust Estate, as and when required to be provided to
the Certificateholders, and to the Internal Revenue Service and any other
relevant governmental taxing authority in accordance with the REMIC
Provisions and any other applicable federal, state or local laws,
including without limitation information reports relating to "original
issue discount" and "market discount" as defined in the Code based upon
the issue prices, prepayment assumption and cash flows provided by the
Seller to the 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 Upper-Tier REMIC and the Lower-Tier REMIC, including but
not limited to the income, expenses, individual Mortgage Loans (including
REO Mortgage Loans, other assets and liabilities of each REMIC, and the
fair market value and adjusted basis of the property of each REMIC
determined at such intervals as may be required by the Code, as may be
necessary to prepare the foregoing returns or information reports; (vii)
exercise reasonable care not to allow the creation of any "interests" in
either the Upper-Tier REMIC or the Lower-Tier REMIC within the meaning of
Code Section 860D(a)(2) other than the interests in the Upper-Tier REMIC
represented by the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-PO and Class A-R Certificates, the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates and the
interests in the Lower-Tier REMIC represented by the Class A-L1, Class
A-L6, Class A-L9, Class A-L10, Class A-LPO, Class A-LUR, Class B-L1, Class
B-L2, Class B-L3, Class B-L4, Class B-L5 and Class B-L6 Interests and the
Class A-LR Certificate; (viii) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the meaning of Code
Section 860F(a), unless the Master Servicer shall have provided an Opinion
of Counsel to the Trustee that such occurrence would not (a) result in a
taxable gain, (b) otherwise subject either the Upper-Tier REMIC or
Lower-Tier REMIC or the Trust Estate to tax or (c) cause the Trust Estate
to fail to qualify as two separate REMICs; (ix) exercise reasonable care
not to allow either the Upper-Tier REMIC or the Lower-Tier REMIC to
receive income from the performance of services or from assets not
permitted under the REMIC Provisions to be held by a REMIC; (x) pay (on
behalf of the Upper-Tier REMIC or the Lower-Tier REMIC) the amount of any
federal income tax, including, without limitation, prohibited transaction
taxes, taxes on net income from foreclosure property, and taxes on certain
contributions to a REMIC after the Startup Day, imposed on the Upper-Tier
REMIC or Lower-Tier REMIC, as the case may be, when and as the same shall
be due and payable (but such obligation shall not prevent the Master
Servicer or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law,
pending the outcome of such proceedings); and (xi) if required or
permitted by the Code and applicable law, act as "tax matters person" for
the Upper-Tier REMIC or the Lower-Tier REMIC within the meaning of
Treasury Regulations Section 1.860F-4(d), and the Master Servicer is
hereby designated as agent of the Class A-R and Class A-LR
Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class A-R and Class A-LR Certificates shall
be tax matters persons in accordance with the REMIC Provisions). The
Master Servicer shall be entitled to be reimbursed pursuant to Section
3.02 for any taxes paid by it pursuant to clause (x) of the preceding
sentence, except to the extent that such taxes are imposed as a result of
the bad faith, willful misfeasance or gross negligence of the Master
Servicer in the performance of its obligations hereunder. The Trustee
shall sign the tax returns referred to in clause (i) of the second
preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case may be, to
perform its duties as set forth above, the Seller shall provide, or cause to be
provided, to the Master Servicer within ten days after the Closing Date all
information or data that the Master Servicer determines to be relevant for tax
purposes to the valuations and offering prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flows of each Class of Certificates and the Mortgage Loans in the aggregate.
Thereafter, the Seller shall provide to the Master Servicer or the Trustee, as
the case may be, promptly upon request therefor, any such additional information
or data that the Master Servicer or the Trustee, as the case may be, may from
time to time, request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer and
the Trustee for any losses, liabilities, damages, claims or expenses of the
Master Servicer or the Trustee arising from any errors or miscalculations by the
Master Servicer or the Trustee pursuant to this Section that result from any
failure of the Seller to provide, or to cause to be provided, accurate
information or data to the Master Servicer or the Trustee, as the case may be,
on a timely basis. The Master Servicer hereby indemnifies the Seller and the
Trustee for any losses, liabilities, damages, claims or expenses of the Seller
or the Trustee arising from the Master Servicer's willful misfeasance, bad faith
or gross negligence in preparing any of the federal, state and local tax returns
of the Upper-Tier REMIC and Lower-Tier REMIC as described above. In the event
that the Trustee prepares any of the federal, state and local tax returns of the
Upper-Tier REMIC or Lower-Tier 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.
Notwithstanding anything in this Agreement to the contrary,
each of the Master Servicer and the Trustee shall pay from its own funds,
without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes
imposed on "prohibited transactions" within the meaning of the REMIC
Provisions) if and to the extent that such costs, liabilities and expenses
arise from a failure of the Master Servicer or the Trustee to perform its
obligations under this Section 8.14.
Section 8.15 Monthly Advances.
In the event that Norwest Mortgage fails to make a Periodic Advance required to
be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; PROVIDED, HOWEVER, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance.
The Trustee covenants that it is working to modify its computer and other
systems used in the performance of its duties as trustee for the Certificates to
operate in a manner such that, on and after January 1, 2000, the Trustee can
perform its duties in accordance with the terms of this Agreement.
<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 and Class A-LR Certificates, the amounts, if any, which remain on deposit in
the Upper-Tier Certificate Account and the Certificate Account, respectively
(other than amounts retained to meet claims) after application pursuant to
clauses (i), (ii) and (iii) above and payment to the Master Servicer of any
amounts it is entitled as reimbursement or otherwise hereunder. Such amount
shall be distributed in respect of interest and principal in respect of the
Uncertificated Lower-Tier Interests in the same amounts as distributed to their
Corresponding Upper-Tier Class or Classes in the manner specified in Section
4.01(a)(ii). Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the 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 either the Upper-Tier REMIC or the Lower-Tier REMIC to federal tax or
cause the Trust Estate to fail to qualify as two separate REMICs at any time
that any Certificates are outstanding:
The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption of a plan of
complete liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as of
the date of such notice (or, if earlier, the date on which the first such
notice is mailed to Certificateholders). The Master Servicer shall also
specify such date in a statement attached to the final tax returns of the
Upper-Tier REMIC and Lower-Tier REMIC; and
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.
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
two separate REMICs at all times that any Certificates are outstanding or
to avoid or minimize the risk of the imposition of any federal tax on the
Trust Estate, the Upper-Tier REMIC or the Lower-Tier REMIC pursuant to the
Code that would be a claim against the Trust Estate, provided that (a) the
Trustee 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 Upper-Tier
Certificate Account and Certificate Account provided that (a) such change
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder and (b) such
change shall not adversely affect the then-current rating of the
Certificates as evidenced by a letter from each Rating Agency to such
effect, (v) to modify, eliminate or add to the provisions of Section 5.02
or any other provisions hereof restricting transfer of the Certificates,
provided that the Master Servicer for purposes of Section 5.02 has
determined in its sole discretion that any such modifications to this
Agreement will neither adversely affect the rating on the Certificates nor
give rise to a risk that either the Upper-Tier REMIC or the Lower-Tier
REMIC or any of the Certificateholders will be subject to a tax caused by
a transfer to a non-permitted transferee and (vi) to make any other
provisions with respect to matters or questions arising under this
Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to time
by the Seller, the Master Servicer 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 either
the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause either the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any
time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the 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.
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 Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period
with respect to all Unscheduled Principal Receipts; or
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.
The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:
any amendment to this Agreement pursuant to Section
10.01(a);
any sale or transfer of the Class B Certificates pursuant
to Section 5.02 to an affiliate of the Seller;
any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
any resignation of the Master Servicer pursuant to Section
6.04;
the occurrence of any of the Events of Default described in
Section 7.01;
any notice of termination given to the Master Servicer
pursuant to Section 7.01;
the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
the making of a final payment pursuant to Section 9.01.
The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
the appointment of a Custodian pursuant to Section 2.02;
the resignation or removal of the Trustee pursuant to
Section 8.08;
the appointment of a successor trustee pursuant to Section
8.09; or
the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master Servicer.
The Master Servicer shall deliver to each Rating Agency:
reports prepared pursuant to Section 3.05; and
statements prepared pursuant to Section 4.04.
Section 10.08 Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of Incorporation
without the prior written consent of each Rating Agency rating the Certificates.
Section 10.09 Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of its
right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 6.500% per annum.
Section 11.02 Cut-Off Date.
The Cut-Off Date for the Certificates is February 1, 1999.
Section 11.03 Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $700,413,077.56.
Section 11.04 Original Class A Percentage.
The Original Class A Percentage 96.09333721%.
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 $ 234,999,800.00
---------------------------
Class A-2 $ 240,119,000.00
---------------------------
Class A-3 $ 36,650,000.00
---------------------------
Class A-4 $ 24,000,000.00
---------------------------
Class A-5 $ 65,000,000.00
---------------------------
Class A-6 $ 2,850,000.00
---------------------------
Class A-7 $ 2,850,000.00
---------------------------
Class A-8 $ 2,375,000.00
---------------------------
Class A-9 $ 8,075,000.00
---------------------------
Class A-11 $ 50,000,000.00
---------------------------
Class A-12 $ 5,000,000.00
---------------------------
Class A-PO $ 1,177,293.33
---------------------------
Class A-R $ 100.00
---------------------------
Class A-LR $ 100.00
Section 11.06 Original Class A-10 Notional Amount.
The Original Class A-10 Notional Amount is $50,000,000.00.
Section 11.07 Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $671,919,000.00.
Section 11.08 Original Subordinated Percentage.
The Original Subordinated Percentage is 3.90666279%.
Section 11.09 Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.40238818%.
Section 11.10 Original Class B-2 Percentage.
The Original Class B-2 Percentage is 1.35233354%.
Section 11.11 Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.45063483%.
Section 11.12 Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.30061391%.
Section 11.13 Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.20021859%.
Section 11.14 Original Class B-6 Percentage.
The Original Class B-6 Percentage is 0.20047375%.
Section 11.15 Original Class B Principal Balance.
The Original Class B Principal Balance is $27,316,784.23.
Section 11.16 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 $ 9,806,000.00
Class B-2 $ 9,456,000.00
Class B-3 $ 3,151,000.00
Class B-4 $ 2,102,000.00
Class B-5 $ 1,400,000.00
Class B-6$1,401,784.23
Section 11.17 Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 2.50427461%.
Section 11.18 Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 1.15194107%.
Section 11.19 Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.70130624%.
Section 11.20 Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.40069234%.
Section 11.21 Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 0.20047375%.
Section 11.22 Closing Date.
The Closing Date is February 25, 1999.
Section 11.23 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 $70,041,307.76 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.24 Wire Transfer Eligibility.
With respect to the Class A (other than the Class A-10, Class A-PO, Class A-R
and Class A-LR Certificates) and the Class B Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is $500,000.
With respect to the Class A-PO Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is 100% Percentage Interest. With
respect to the Class A-10 Certificates, the minimum Denomination eligible for
wire transfer on each Distribution Date is 100% Percentage Interest. The Class
A-R and Class A-LR Certificates are not eligible for wire transfer.
Section 11.25 Single Certificate.
A Single Certificate for each Class of Class A Certificates (other than the
Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-PO, Class A-R
and Class A-LR Certificates) and each Class of the Class B Certificates (other
than the Class B-4, Class B-5 and Class B-6 Certificates) represents a $100,000
Denomination. A Single Certificate for the Class A-10 Certificates represents a
$50,000,000 Denomination. A Single Certificate for the Class A-6, Class A-7,
Class A-8 and Class A-9 Certificates represents a $1,000 Denomination. A Single
Certificate for the Class A-R and Class A-LR Certificates represents a $100
Denomination. A Single Certificate for the Class B-4, Class B-5 and Class B-6
Certificates represents a $250,000 Denomination. A Single Certificate for the
Class A-PO Certificates represents a $1,177,293.33 Denomination.
Section 11.26 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 11.27 Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan is
0.017% per annum.
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: Nancy E. Burgess
Title:
Vice President
FIRST UNION NATIONAL BANK,
as Trustee
By: _____________________________
Name:
Title:
Attest:
By:___________________________________
Name:_________________________________
Title:________________________________
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 25th day of February, 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 25th day of February, 1999, before me, a notary public in and for the
State of Maryland, personally appeared Nancy E. Burgess, known to me who, being
by me duly sworn, did depose and say that she resides at Frederick, Maryland;
that she is a Vice President of Norwest Bank Minnesota, National Association, a
national banking association, one of the parties that executed the foregoing
instrument; and that she signed her name thereto by order of the Board of
Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 25th day of February, 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 s/he resides at
_________________, North Carolina; that s/he is a ____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 25th day of February, 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 1999-4
Applicable Unscheduled Principal Receipt Period
PARTIAL
FULL UNSCHEDULED UNSCHEDULED
PRINCIPAL PRINCIPAL
SERVICER RECEIPTS RECEIPTS
Norwest Mortgage, Inc. (Exhibit Prior Month Prior Month
F-1)
- ----------------------------------
Norwest Mortgage, Inc. (Exhibit Mid-Month Mid-Month
F-2)
- ----------------------------------
HomeSide Lending Prior Month Prior Month
- ----------------------------------
Hibernia National Bank Mid-Month Prior Month
- ----------------------------------
FT Mortgage Companies Mid-Month Prior Month
- ----------------------------------
SunTrust Mortgage, Inc. Prior Month Prior Month
- ----------------------------------
GMAC Mortgage Corporation Mid-Month Prior Month
- ----------------------------------
Bank of Oklahoma, N.A. Mid-Month Prior Month
- ----------------------------------
Merrill Lynch Credit Corporation Mid-Month Prior Month
- ----------------------------------
Home Savings of America Mid-Month Prior Month
- ----------------------------------
Bank United Mid-Month Prior Month
- ----------------------------------
Countrywide Home Loans, Inc. Prior Month Prior Month
- ----------------------------------
The Huntington Mortgage Company Mid-Month Prior Month
- ----------------------------------
National City Mortgage Company Mid-Month Prior Month
- ----------------------------------
Brenton Mortgage, Inc. Mid Month Prior Month
- ----------------------------------
Plymouth Savings Bank Mid-Month Prior Month
- ----------------------------------
America First Credit Union Mid Month Prior Month
- ----------------------------------
Star Bank Mid-Month Prior Month
- ----------------------------------
Citicorp Mortgage, Inc. Mid Month Prior Month
- ----------------------------------
Columbia Equities, LTD Prior 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 1999-4 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 February 25, 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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 1999-4 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 February 25, 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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 1999-4 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 February 25, 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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 1999-4 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.
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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 25, 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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 1999-4 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 February 25, 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-4 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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-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 February 25, 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-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-4 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 Class A-7 Certificates with respect to a Trust Estate consisting
of a pool of fixed interest rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage loans, other than the Fixed
Retained Yield, if any, with respect thereto, and which may include loans
secured by shares issued by cooperative housing corporations (the "Mortgage
Loans"), formed by Norwest Asset Securities Corporation (hereinafter called the
"Seller", which term includes any successor entity under the Agreement referred
to below). The Trust Estate was created pursuant to a Pooling and Servicing
Agreement dated as of February 25, 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-7 Certificates required to be distributed to
Holders of Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-4 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of Class A-8 Certificates with respect to a Trust Estate consisting
of a pool of fixed interest rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage loans, other than the Fixed
Retained Yield, if any, with respect thereto, and which may include loans
secured by shares issued by cooperative housing corporations (the "Mortgage
Loans"), formed by Norwest Asset Securities Corporation (hereinafter called the
"Seller", which term includes any successor entity under the Agreement referred
to below). The Trust Estate was created pursuant to a Pooling and Servicing
Agreement dated as of February 25, 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-8 Certificates required to be distributed to
Holders of Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-8 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-8 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-4 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of Class A-9 Certificates with respect to a Trust Estate consisting
of a pool of fixed interest rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage loans, other than the Fixed
Retained Yield, if any, with respect thereto, and which may include loans
secured by shares issued by cooperative housing corporations (the "Mortgage
Loans"), formed by Norwest Asset Securities Corporation (hereinafter called the
"Seller", which term includes any successor entity under the Agreement referred
to below). The Trust Estate was created pursuant to a Pooling and Servicing
Agreement dated as of February 25, 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-9 Certificates required to be distributed to
Holders of Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-4 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN
THE INITIAL NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-10 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 25, 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-10 Certificates required to be distributed
to Holders of the Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-10
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-10 Certificates each month in an amount equal to the
product of (i) 1/12th of 0.250% and (ii) the Class A-10 Notional Amount as of
the related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution 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.
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-11
[FORM OF FACE OF CLASS A-11 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 1999-4 CLASS A-11
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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of Class A-11 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 February 25, 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-11 Certificates required to be distributed
to Holders of Class A-11 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-11 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-11 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.
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-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
AFTER THE CROSS-OVER DATE, THE PRINCIPAL PORTION OF REALIZED LOSSES, OTHER THAN
EXCESS LOSSES, ALLOCATED TO THE CLASS A-1 AND CLASS A-4 CERTIFICATES WILL BE
BORNE BY THE CLASS A-12 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 1999-4 CLASS A-12
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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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-12 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 February 25, 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-12 Certificates required to be distributed
to Holders of the Class A-12 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-12 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-12 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 A-12 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 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 1999-4, 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 February 25, 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 UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-4, 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 February 25, 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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 A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE 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-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-4, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holder of the Class A-LR Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 25, 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-LR Certificate required to be distributed to
the Holder of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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 1999-4, 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 February 25, 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 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 1999-4, 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 February 25, 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 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 1999-4, 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 February 25, 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 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 1999-4, 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 February 25, 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 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 1999-4, 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 February 25, 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 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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.
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 1999-4, 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: February 1, 1999
CUSIP No.: First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 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 February 25, 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 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 1999-4 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-4
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 February 25, 1999 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1999-4 (as in effect on
the date of this Agreement, the "Original Pooling and Servicing Agreement", and
as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the
purposes of receiving and holding certain documents and other instruments
delivered by the Seller under the Pooling and Servicing Agreement, all upon the
terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Seller, the Master Servicer
and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.01. 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 2.02. 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 2.03. REVIEW OF CUSTODIAL FILES. The Custodian agrees,
for the benefit of Certificateholders, to review, in accordance with the
provisions of Section 2.01 of the Pooling and Servicing Agreement, each
Custodial File. If in performing the review required by this Section 2.3
the Custodian finds any document or documents constituting a part of a
Custodial File to be missing or defective in any material respect, the
Custodian shall promptly so notify the Seller, the Master Servicer and the
Trustee.
Section 2.04. NOTIFICATION OF BREACHES OF REPRESENTATIONS AND
WARRANTIES. Upon discovery by the Custodian of a breach of any
representation or warranty made by the Seller or the Master Servicer as
set forth in the Pooling and Servicing Agreement, the Custodian shall give
prompt written notice to the Seller, the Master Servicer and the Trustee.
Section 2.05. CUSTODIAN TO COOPERATE; RELEASE OF CUSTODIAL
FILES. Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Master Servicer
shall immediately notify the Custodian by a certification (which
certification shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section
3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification
and request, promptly to release the related Custodial File to the Master
Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such certificate, the Master Servicer shall deliver to the Custodian a receipt
signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt
of the foregoing, the Custodian shall deliver the Custodial File or such
document to the Master Servicer. The Master Servicer shall cause each Custodial
File or any document therein so released to be returned to the Custodian when
the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account to the extent
required by the Pooling and Servicing Agreement or (ii) the Custodial File or
such document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Custodial File or such document were
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.06. ASSUMPTION AGREEMENTS. In the event that any
assumption agreement or substitution of liability agreement is entered
into with respect to any Mortgage Loan subject to this Agreement in
accordance with the terms and provisions of the Pooling and Servicing
Agreement, the Master Servicer shall notify the Custodian that such
assumption or substitution agreement has been completed by forwarding to
the Custodian the original of such assumption or substitution agreement,
which copy shall be added to the related Custodial File and, for all
purposes, shall be considered a part of such Custodial File to the same
extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.01. CUSTODIAN A BAILEE AND AGENT OF THE TRUSTEE.
With respect to each Mortgage Note, Mortgage and other documents
constituting each Custodian File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the Trustee, holds such
documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of
this Agreement, no Mortgage Note, Mortgage or other document constituting
a part of a Custodial File shall be delivered by the Custodian to the
Seller or the Master Servicer or otherwise released from the possession of
the Custodian.
Section 3.02. INDEMNIFICATION. The Seller hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or
any other expenses, fees or charges of any character or nature, which the
Custodian may incur or with which the Custodian may be threatened by
reasons of its acting as custodian under this Agreement, including
indemnification of the Custodian against any and all expenses, including
attorney's fees if counsel for the Custodian has been approved by the
Seller, and the cost of defending any action, suit or proceedings or
resisting any claim. Notwithstanding the foregoing, it is specifically
understood and agreed that in the event any such claim, liability, loss,
action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or
willful misconduct on the part of the Custodian, or which shall constitute
a willful breach of its duties hereunder, the indemnification provisions
of this Agreement shall not apply.
Section 3.03. CUSTODIAN MAY OWN CERTIFICATES. The
Custodian in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it
were not Custodian.
Section 3.04. MASTER SERVICER TO PAY CUSTODIAN'S FEES AND
EXPENSES. The Master Servicer covenants and agrees to pay to the Custodian
from time to time, and the Custodian shall be entitled to, reasonable
compensation for all services rendered by it in the exercise and
performance of any of the powers and duties hereunder of the Custodian,
and the Master Servicer will pay or reimburse the Custodian upon its
request for all reasonable expenses, disbursements and advances incurred
or made by the Custodian in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its
employ), except any such expense, disbursement or advance as may arise
from its negligence or bad faith.
Section 3.05. CUSTODIAN MAY RESIGN; TRUSTEE MAY REMOVE
CUSTODIAN. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as
Custodian of the Mortgage Loans. Upon receiving such notice of
resignation, the Trustee shall either take custody of the Custodial Files
itself and give prompt notice thereof to the Seller, the Master Servicer
and the Custodian or promptly appoint a successor Custodian by written
instrument, in duplicate, one copy of which instrument shall be delivered
to the resigning Custodian and one copy to the successor Custodian. If the
Trustee shall not have taken custody of the Custodial Files and no
successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the Trustee
shall appoint, or petition a court of competent jurisdiction to appoint, a
successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.06. MERGER OR CONSOLIDATION OF CUSTODIAN. Any Person
into which the Custodian may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person
succeeding to the business of the Custodian, shall be the successor of the
Custodian hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.
Section 3.07. REPRESENTATIONS OF THE CUSTODIAN. The Custodian
hereby represents that it is a depository institution subject to
supervision or examination by a federal or state authority, has a combined
capital and surplus of at least $10,000,000 and is qualified to do
business in the jurisdiction in which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.01. NOTICES. All notices, requests, consents and
demands and other communications required under this Agreement or pursuant
to any other instrument or document delivered hereunder shall be in
writing and, unless otherwise specifically provided, may be delivered
personally, by telegram or telex, or by registered or certified mail,
postage prepaid, return receipt requested, at the addresses specified on
the signature page hereof (unless changed by the particular party whose
address is stated herein by similar notice in writing), in which case the
notice will be deemed delivered when received.
Section 4.02. AMENDMENTS. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same
is in writing and signed by all parties hereto, and neither the Seller,
the Master Servicer nor the Trustee shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trustee
shall give prompt notice to the Custodian of any amendment or supplement
to the Pooling and Servicing Agreement and furnish the Custodian with
written copies thereof.
SECTION 4.03. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
Section 4.04. RECORDATION OF AGREEMENT. To the extent
permitted by applicable law, this Agreement is subject to recordation in
all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the
Trustee, but only upon direction accompanied by an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.05. 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
Frederick, Maryland 21703 By: ___________________________
Name: ___________________________
Title: ___________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By: ___________________________
Name: ___________________________
Title: ___________________________
Address: [CUSTODIAN]
By: ___________________________
Name: ___________________________
Title: ___________________________
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
- ---------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
- ---------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for the
State of ____________, personally appeared __________ _________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
- ---------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and for the
State of __________, personally appeared __________ __________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
- ---------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1999-04 Exhibit F-1
30 YEAR FIXED RATE NON 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>
6284372 WINTER PARK FL 32789 SFD 7.000 6.500 $6,653.03 360 1-Dec-28 $998,355.82 71.43
6318809 TUSTIN CA 92782 SFD 7.750 6.500 $2,983.86 360 1-Aug-27 $398,667.81 74.99
7321244 MUNDELEIN IL 60060 SFD 7.250 6.500 $1,807.77 360 1-Dec-28 $264,585.29 79.10
7396640 FARMINGTON HILLS MI 48331 SFD 7.000 6.500 $1,766.38 360 1-Nov-28 $264,843.29 90.00
$1,926,452.21
COUNT: 4
WAC: 7.189543856
WAM: 354.5514181
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage in Frederick,
Maryland]
NASCOR
NMI / 1999-04 Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- ---------------------- ----- ----- -------- -------- -------- ------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- ---------------------- ----- ----- -------- --------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4645272 NAPLES FL 34109 LCO 7.250 6.500 $1,091.49 360 1-Feb-29 $160,000.00
4734285 WALKER VALLEY NY 12588 SFD 7.500 6.500 $1,711.68 360 1-Feb-29 $244,800.00
4768737 FAIRFAX STATION VA 22039 SFD 7.125 6.500 $1,985.11 360 1-Dec-28 $294,177.36
4773143 GAITHERSBURG MD 20878 SFD 7.375 6.500 $2,340.35 360 1-Jan-29 $338,592.17
4776416 REISTERSTOWN MD 21136 SFD 7.375 6.500 $2,762.70 360 1-Jan-29 $399,695.64
4793602 PORT WASHINGTON NY 11050 SFD 6.500 6.233 $1,792.18 240 1-Feb-19 $240,375.00
4815884 HARRISON NY 10528 SFD 7.500 6.500 $2,552.13 360 1-Dec-28 $364,456.55
4817986 WILTON NH 03086 SFD 7.750 6.500 $1,966.56 360 1-Jan-29 $274,306.25
4820096 SAN JOSE CA 95136 LCO 7.000 6.500 $1,661.93 360 1-Jan-29 $249,595.24
4820976 MCLEAN VA 22101 SFD 6.750 6.483 $1,575.45 360 1-Sep-28 $241,842.48
4826424 LIVERMORE CA 94550 SFD 7.750 6.500 $2,471.63 360 1-Feb-29 $345,000.00
4832222 NEW YORK NY 10028 COP 7.500 6.500 $2,936.71 360 1-Jan-29 $419,688.29
4832447 BOISE ID 83703 SFD 7.000 6.500 $3,193.45 360 1-Jan-29 $479,443.80
4843049 BOISE ID 83703 SFD 7.125 6.500 $1,724.72 360 1-Sep-28 $254,800.74
4847390 LA VERNE CA 91750 SFD 7.375 6.500 $2,002.27 360 1-Aug-28 $288,453.97
4850931 HOPKINTON MA 01748 SFD 7.375 6.500 $2,353.48 360 1-Feb-29 $340,750.00
4852208 SAINT CLOUD FL 34772 SFD 7.125 6.500 $2,021.16 360 1-Nov-28 $299,275.99
4854023 LUDLOW VT 05149 LCO 7.750 6.500 $1,429.25 360 1-Jan-29 $199,359.19
4855468 SAN JOSE CA 95123 SFD 7.500 6.500 $1,733.70 360 1-Sep-28 $247,018.37
4855735 MANASSAS VA 20112 SFD 7.375 6.500 $1,962.56 360 1-Jan-29 $283,933.78
4856584 DANA POINT CA 92624 SFD 7.000 6.500 $1,822.93 360 1-Sep-28 $272,863.84
4858435 LAS FLORES CA 92688 SFD 7.125 6.500 $2,694.88 360 1-Dec-28 $399,358.34
4858589 LOS ANGELES CA 90068 SFD 7.125 6.500 $1,795.46 360 1-Feb-29 $266,500.00
4859702 SAN PEDRO CA 90731 SFD 7.000 6.500 $2,661.21 360 1-Nov-28 $399,010.62
4860099 DANVILLE CA 94520 PUD 6.875 6.500 $3,862.75 360 1-Jan-29 $587,506.00
4861418 WHITTIER CA 90605 SFD 7.125 6.500 $1,970.63 360 1-Aug-28 $291,075.53
4861504 LAKEVILLE MN 55044 SFD 6.875 6.500 $2,287.43 360 1-Oct-28 $347,019.76
4862522 SUNRIVER OR 97707 SFD 7.125 6.500 $2,102.00 360 1-Sep-28 $310,737.60
4862838 LIVINGSTON NJ 07039 SFD 7.625 6.500 $1,654.47 360 1-Nov-28 $233,239.22
4864846 NAPERVILLE IL 60565 SFD 7.375 6.500 $1,989.14 360 1-Aug-28 $283,925.84
4864940 GRANITE BAY CA 95746 SFD 7.250 6.500 $1,841.88 360 1-Aug-28 $268,716.98
4865033 WEST ROXBURY MA 02132 SFD 7.625 6.500 $1,990.67 360 1-Aug-28 $280,009.07
4865516 SARASOTA FL 34240 SFD 7.250 6.500 $2,728.71 360 1-Oct-28 $398,740.47
4868777 KINNELON NJ 07405 SFD 7.125 6.500 $2,358.02 360 1-Jan-29 $349,720.11
4869248 ROSLYN NY 11576 SFD 7.125 6.500 $1,697.77 360 1-Dec-28 $251,595.76
4870313 NEWPORT BEACH CA 92660 SFD 7.375 6.500 $2,661.87 360 1-Feb-29 $385,400.00
4871173 CINCINNATI OH 45206 SFD 7.125 6.500 $2,829.62 360 1-Oct-28 $418,644.50
4872368 ROSEVILLE CA 95747 SFD 7.125 6.500 $1,900.92 360 1-Sep-28 $281,011.35
4872498 SALT LAKE CITY UT 84108 SFD 7.000 6.500 $2,461.62 360 1-Jan-29 $369,696.72
4873621 SOUTHBOROUGH MA 01772 SFD 7.000 6.500 $5,322.42 360 1-Feb-29 $800,000.00
4874270 ROLLING HILLS CA 90274 SFD 7.625 6.500 $2,102.15 360 1-Nov-28 $296,351.01
4876585 PITTSBURGH PA 15238 SFD 7.125 6.500 $2,361.38 360 1-Dec-28 $349,937.76
4877506 GLEN COVE NY 11542 SFD 7.375 6.500 $1,780.91 360 1-Feb-29 $257,850.00
4877733 LOS ANGELES CA 90019 SFD 7.500 6.500 $2,310.21 360 1-Dec-28 $329,908.05
4877877 TENAFLY NJ 07670 SFD 7.000 6.500 $2,328.56 360 1-Dec-28 $349,424.54
4879498 YORBA LINDA CA 92887 SFD 6.875 6.500 $3,448.88 360 1-Jan-29 $524,558.93
4881549 NEW YORK NY 10011 COP 7.375 6.500 $2,762.71 360 1-Feb-29 $400,000.00
4882101 LOS ANGELES CA 90064 SFD 7.500 6.500 $2,461.24 360 1-Jan-29 $347,200.00
4882149 SAN FRANCISCO CA 94131 SFD 7.150 6.500 $2,363.93 360 1-Sep-28 $348,590.74
4882352 VALRICO FL 33594 SFD 7.250 6.500 $1,731.36 360 1-Oct-28 $253,000.83
4882469 MONTEREY PARK CA 91754 SFD 7.000 6.500 $1,543.51 360 1-Sep-28 $231,037.97
4882679 SALINAS CA 93907 SFD 7.350 6.500 $1,643.89 360 1-Sep-28 $237,676.42
4882910 MIDDLETOWN OH 45044 SFD 7.000 6.500 $2,212.14 360 1-Nov-28 $331,677.54
4882998 PROSPECT KY 40059 SFD 7.125 6.500 $2,223.28 360 1-Nov-28 $329,203.58
4883651 HILTON HEAD ISLAND SC 29928 SFD 7.625 6.500 $2,548.06 360 1-Feb-29 $360,000.00
4883654 FREMONT CA 94539 SFD 7.250 6.500 $2,715.07 360 1-Jan-29 $397,689.51
4883762 PALOS PARK IL 60464 SFD 7.250 6.500 $1,971.49 360 1-Sep-28 $287,772.67
4883782 MANHATTAN BEACH CA 90266 SFD 7.375 6.500 $2,072.03 360 1-Sep-28 $298,844.50
4883794 TAYLOR MILL KY 41015 SFD 7.250 6.500 $2,348.39 360 1-Nov-28 $343,439.48
4883819 MONTGOMERY TX 77356 SFD 7.350 6.500 $1,681.10 360 1-Sep-28 $243,055.51
4884582 TEMECULA CA 92592 SFD 6.750 6.483 $1,742.79 360 1-Jan-29 $268,468.65
4884830 WOODCLIFF LAKE NJ 07675 SFD 6.875 6.500 $1,818.38 360 1-Feb-29 $276,800.00
4884850 FILLMORE CA 93015 SFD 7.000 6.500 $1,756.40 360 1-Sep-28 $262,905.31
4884991 DUARTE CA 91010 SFD 7.350 6.500 $1,637.00 360 1-Sep-28 $234,847.42
4885036 OGUNQUIT ME 03907 SFD 7.375 6.500 $3,425.75 360 1-Jan-29 $495,622.58
4885068 EL GRANADA CA 94018 SFD 6.875 6.500 $1,990.50 360 1-Jan-29 $302,745.44
4885083 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.500 $2,986.57 360 1-Jan-29 $437,458.47
4885114 SUGAR LAND TX 77479 SFD 7.350 6.500 $2,474.10 360 1-Sep-28 $357,710.01
4885287 CHULA VISTA CA 91910 SFD 7.000 6.500 $1,511.57 360 1-Sep-28 $226,257.89
4885628 LAGUNA NIGUEL CA 92677 SFD 7.500 6.500 $2,447.26 360 1-Sep-28 $348,684.86
4885690 SAN JOSE CA 95135 SFD 7.500 6.500 $2,293.43 360 1-Sep-28 $326,474.63
4885704 FRESNO CA 93727 SFD 7.450 6.500 $3,339.82 360 1-Sep-28 $478,178.43
4885820 HOUSTON TX 77077 SFD 7.400 6.500 $1,606.33 360 1-Sep-28 $231,107.02
4886275 SALINAS CA 93907 SFD 7.400 6.500 $1,661.72 360 1-Sep-28 $238,892.33
4886537 LOS GATOS CA 95032 SFD 7.250 6.500 $2,479.72 360 1-Dec-28 $362,931.14
4886620 MISSION VIEJO CA 92691 PUD 7.125 6.500 $1,920.10 360 1-Nov-28 $283,971.07
4886640 IRVINE CA 92620 SFD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,765.97
4887151 HALF MOON BAY CA 94019 PUD 7.500 6.500 $2,726.94 360 1-Jan-29 $389,710.56
4887353 MONTARA CA 94037 SFD 7.250 6.500 $2,411.50 360 1-Jan-29 $353,224.23
4887371 SAN LUIS OBISPO CA 93401 SFD 7.250 6.500 $1,811.18 360 1-Nov-28 $263,292.88
4887526 SEAGIRT NJ 08750 SFD 7.375 6.500 $2,130.73 360 1-Feb-29 $308,500.00
4887642 PACIFIC PALISADES CA 90272 SFD 8.000 6.500 $3,301.95 360 1-Dec-28 $449,394.09
4888775 THOUSAND OAKS CA 91362 SFD 6.750 6.483 $2,283.72 360 1-Feb-29 $352,100.00
4889567 SAN FRANCISCO CA 94110 SFD 7.250 6.500 $1,974.91 360 1-Jan-29 $289,274.15
4889569 YORBA LINDA CA 92887 SFD 7.125 6.500 $1,839.26 360 1-Nov-28 $271,411.44
4889862 LITTLETON CO 80124 SFD 7.375 6.500 $2,940.90 360 1-Feb-29 $425,800.00
4890202 FOSTER CITY CA 94404 SFD 7.375 6.500 $3,833.25 360 1-Jan-29 $554,577.69
4890468 RANCHO STA MARGARITA CA 92679 SFD 7.250 6.500 $1,978.32 360 1-Dec-28 $289,495.85
4890892 SUNNYVALE CA 94087 SFD 7.125 6.500 $2,102.01 360 1-Feb-29 $312,000.00
4890895 SARATOGA CA 95070 SFD 7.125 6.500 $2,155.90 360 1-Feb-29 $320,000.00
4891001 CARPINTERIA CA 93013 SFD 7.250 6.500 $3,820.19 360 1-Nov-28 $558,681.49
4891199 LAFAYETTE CA 94549 SFD 7.125 6.500 $2,829.62 360 1-Dec-28 $419,325.68
4891288 LAGUNA BEACH CA 92651 SFD 7.500 6.500 $2,726.94 360 1-Jan-29 $389,710.56
4891409 SADDLE RIVER NJ 07458 SFD 6.875 6.500 $3,284.64 360 1-Jan-29 $499,579.95
4892137 SARATOGA CA 95070 SFD 7.250 6.500 $4,011.20 360 1-Feb-29 $588,000.00
4892352 SAN JOSE CA 95120 SFD 7.250 6.500 $2,217.08 360 1-Nov-28 $324,234.78
4892640 SARATOGA CA 95070 SFD 7.250 6.500 $1,872.58 360 1-Dec-28 $274,070.42
4892738 UNION CITY CA 94587 SFD 7.625 6.500 $1,840.27 360 1-Dec-28 $259,421.16
4892803 SARATOGA CA 95070 SFD 7.000 6.500 $3,279.95 360 1-Jan-29 $492,595.88
4892857 PALO ALTO CA 94306 SFD 7.000 6.500 $3,792.23 360 1-Jan-29 $569,532.77
4893105 REDONDO BEACH CA 90277 LCO 7.375 6.500 $1,844.11 360 1-Feb-29 $267,000.00
4893112 SADDLE RIVER NJ 07548 SFD 7.000 6.500 $2,661.21 360 1-Dec-28 $399,342.33
4893296 SAN JOSE CA 95129 SFD 7.000 6.500 $2,654.56 360 1-Dec-28 $398,343.97
4893380 FREMONT CA 94539 SFD 7.625 6.500 $1,925.20 360 1-Jan-29 $271,803.13
4893719 CUPERTINO CA 95014 SFD 7.250 6.500 $3,206.23 360 1-Jan-29 $469,633.35
4893835 SAN JOSE CA 95123 SFD 7.375 6.500 $1,826.84 360 1-Feb-29 $264,500.00
4894078 TORRANCE CA 90503 SFD 7.000 6.500 $1,829.59 360 1-Jan-29 $274,774.58
4894235 STOW MA 01775 SFD 6.625 6.358 $2,152.22 360 1-Feb-29 $336,120.00
4894281 BELLE HARBOR NY 11694 SFD 7.000 6.500 $2,820.89 360 1-Feb-29 $424,000.00
4894297 FREMONT CA 94536 SFD 7.250 6.500 $1,910.10 360 1-Feb-29 $280,000.00
4894558 SOUTH MERRICK NY 11566 SFD 6.625 6.358 $1,652.00 360 1-Jan-29 $257,772.37
4894807 INVER GROVE HEIGHTS MN 55077 SFD 7.250 6.500 $1,887.59 360 1-Nov-28 $276,048.49
4894869 WESTERN SPRINGS IL 60558 SFD 6.875 6.500 $3,679.13 360 1-Jan-29 $559,579.49
4895077 WESTFIELD NJ 07090 SFD 6.625 6.358 $1,920.94 360 1-Nov-28 $299,201.54
4895218 BURLINGAME CA 94010 SFD 7.250 6.500 $3,069.80 360 1-Jan-29 $449,648.95
4896042 SANTA CLARA CA 95051 SFD 7.250 6.500 $1,944.21 360 1-Jan-29 $284,777.67
4896677 HAYWARD CA 94544 SFD 7.500 6.500 $1,706.08 360 1-Oct-28 $243,268.86
4897020 ORINDA CA 94563 SFD 7.125 6.500 $2,081.80 360 1-Jan-29 $308,752.89
4897032 NOVATO CA 94945 SFD 7.625 6.500 $1,925.20 360 1-Jan-29 $271,803.13
4897157 HALF MOON BAY CA 94019 SFD 6.625 6.358 $1,728.84 360 1-Dec-28 $269,522.25
4897162 SAN FRANCISCO CA 94123 LCO 6.875 6.500 $2,289.40 360 1-Dec-28 $344,648.83
4897163 SAN FRANCISCO CA 94109 LCO 7.125 6.500 $2,344.55 360 1-Jan-29 $347,721.70
4897165 MENLO PARK CA 94025 SFD 6.875 6.500 $2,194.15 360 1-Feb-29 $334,000.00
4897514 ENCINO CA 91316 SFD 7.375 6.500 $2,384.91 360 1-Jan-29 $345,037.25
4897816 SAN JOSE CA 95116 SFD 7.125 6.500 $2,183.86 360 1-Jul-28 $322,304.41
4897929 SEDONA AZ 86336 SFD 7.250 6.500 $2,054.71 360 1-Jan-29 $300,965.04
4897968 LOS ANGELES CA 90004 SFD 7.250 6.500 $2,796.93 360 1-Jan-29 $409,680.15
4898206 SARATOGA CA 95070 SFD 6.750 6.483 $2,633.31 360 1-Dec-28 $405,298.91
4898978 LOS ANGELES CA 90066 SFD 7.250 6.500 $2,217.08 360 1-Jan-29 $324,746.46
4899261 CARLSBAD CA 92009 SFD 7.000 6.500 $1,736.44 360 1-Dec-28 $260,570.87
4899295 SAN FRANCISCO CA 94115 SFD 7.000 6.500 $4,307.84 360 1-Dec-28 $646,435.39
4899321 OAK PARK IL 60302 SFD 7.000 6.500 $2,449.65 360 1-Nov-28 $367,261.47
4899490 JAMESTOWN NC 27282 SFD 7.250 6.500 $1,582.65 360 1-Oct-28 $231,269.48
4899814 LAGUNA NIGUEL CA 92677 SFD 7.375 6.500 $1,758.46 360 1-Jan-29 $254,406.27
4900054 CHARLESTOWN MA 02129 LCO 7.875 6.500 $2,440.58 360 1-Nov-28 $335,900.50
4900137 THOUSAND OAKS CA 91362 SFD 7.500 6.500 $2,356.36 360 1-Dec-28 $336,498.22
4900697 ARLINGTON VA 22207 SFD 7.125 6.500 $1,581.89 360 1-Oct-28 $234,042.23
4900720 MUTTONTOWN NY 11545 SFD 7.250 6.500 $4,638.80 360 1-Dec-28 $678,935.87
4900783 NEWTON MA 02460 LCO 7.125 6.500 $1,667.46 360 1-Dec-28 $247,102.97
4900830 FAIRFAX CA 94930 SFD 7.375 6.500 $1,916.63 360 1-Jan-29 $277,288.84
4900836 HUNTINGTON BEACH CA 92648 SFD 6.875 6.500 $1,576.63 360 1-Oct-28 $239,186.51
4901612 SAN JOSE CA 95112 SFD 7.125 6.500 $2,458.40 360 1-Oct-28 $363,722.34
4901715 SAN JOSE CA 95135 SFD 7.250 6.500 $1,923.74 360 1-Feb-29 $282,000.00
4902307 PORTOLA VALLEY CA 94028 SFD 7.125 6.500 $4,261.27 360 1-Jan-29 $631,994.20
4902333 LOS ALTOS CA 94024 SFD 7.125 6.500 $3,031.74 360 1-Jan-29 $449,640.14
4902723 SARATOGA CA 95070 SFD 7.125 6.500 $2,127.61 360 1-Feb-29 $315,800.00
4902843 MORAGA CA 94556 SFD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,765.97
4903238 PLANO TX 75025 SFD 7.625 6.500 $1,827.88 360 1-Nov-28 $257,685.68
4903333 LAGUNA NIGUEL CA 92677 SFD 7.000 6.500 $2,745.04 360 1-Dec-28 $411,921.61
4903491 HULL MA 02045 SFD 7.250 6.500 $2,087.46 360 1-Jan-29 $305,761.29
4903533 NEEDHAM MA 02492 SFD 7.000 6.500 $1,749.75 360 1-Dec-28 $262,567.57
4903536 BEDFORD NH 03110 SFD 7.125 6.500 $1,704.51 360 1-Dec-28 $252,594.16
4903542 CANTON MA 02021 SFD 6.875 6.500 $1,754.00 360 1-Dec-28 $266,550.08
4903553 LEXINGTON MA 02173 SFD 7.250 6.500 $2,810.57 360 1-Jan-29 $411,678.60
4903569 SUNNYVALE CA 94086 SFD 7.125 6.500 $1,839.26 360 1-Jan-29 $272,781.68
4903572 IPSWICH MA 01938 SFD 6.875 6.500 $2,562.02 360 1-Dec-28 $389,342.83
4903921 PROVIDENCE RI 02906 SFD 7.500 6.500 $1,873.90 360 1-Jan-29 $267,801.10
4904554 WORTHINGTON OH 43085 SFD 6.875 6.500 $1,847.61 360 1-Nov-28 $280,537.08
4904576 INDIANAPOLIS IN 46220 SFD 7.000 6.500 $3,060.40 360 1-Nov-28 $458,862.18
4905240 DALLAS TX 75225 SFD 6.750 6.483 $2,788.98 360 1-Nov-28 $428,883.05
4905680 ORLANDO FL 32819 SFD 7.000 6.500 $2,721.09 360 1-Jan-29 $408,664.74
4905805 SAN FRANCISCO CA 94100 LCO 7.375 6.500 $2,963.00 360 1-Feb-29 $429,000.00
4906094 HOUSTON TX 77007 SFD 6.875 6.500 $2,653.99 360 1-Jan-29 $403,660.60
4906594 EAST HILLS NY 11577 SFD 7.250 6.500 $2,182.97 360 1-Feb-29 $320,000.00
4906605 MOUNTAIN VIEW CA 94040 SFD 7.125 6.500 $4,291.59 360 1-Jan-29 $636,490.60
4907153 SARATOGA CA 95070 SFD 7.000 6.500 $4,144.84 360 1-Jan-29 $622,489.33
4907174 SARATOGA CA 95070 SFD 7.000 6.500 $3,792.23 360 1-Jan-29 $569,532.77
4907260 ANACORTES WA 98221 SFD 7.875 6.500 $1,127.49 360 1-Feb-29 $155,500.00
4908071 LABADIE MO 63055 SFD 7.125 6.500 $3,067.10 360 1-Jan-29 $454,885.95
4908882 AUSTIN TX 78759 SFD 7.250 6.500 $2,039.03 360 1-Feb-29 $298,900.00
4909406 RYE NY 10580 SFD 7.250 6.500 $4,434.15 360 1-Feb-29 $650,000.00
4910427 EAST HILLS NY 11576 SFD 7.125 6.500 $1,819.05 360 1-Feb-29 $270,000.00
4910689 SARATOGA CA 95070 SFD 7.000 6.500 $3,546.07 360 1-Jan-29 $532,563.10
4910787 MANHATTAN BEACH CA 90266 SFD 7.000 6.500 $3,792.23 360 1-Jan-29 $569,325.00
4911282 SAN JOSE CA 95125 SFD 7.375 6.500 $2,417.37 360 1-Jan-29 $349,733.67
4911360 SAN JOSE CA 95135 SFD 7.375 6.500 $2,016.78 360 1-Jan-29 $291,777.80
4911389 SAN JOSE CA 95128 SFD 7.125 6.500 $2,122.21 360 1-Oct-28 $313,983.41
4911813 PACIFIC PALISADES CA 90272 SFD 7.375 6.500 $2,355.21 360 1-Jan-29 $340,740.52
4911823 SAN JOSE CA 95131 SFD 7.250 6.500 $2,285.30 360 1-Jan-29 $334,738.66
4911969 LOS ANGELES CA 90056 SFD 7.250 6.500 $1,773.66 360 1-Dec-28 $259,593.12
4912892 GUILFORD CT 06437 SFD 7.250 6.500 $2,728.71 360 1-Feb-29 $400,000.00
4913115 GREENLAWN NY 11740 SFD 7.625 6.500 $3,498.28 360 1-Feb-29 $494,250.00
4913132 SIMI VALLEY CA 93065 SFD 7.500 6.500 $1,967.25 360 1-Jan-29 $281,141.19
4913394 LA CANADA CA 91011 SFD 7.250 6.500 $2,571.81 360 1-Jan-29 $376,705.90
4913413 NORWALK CT 06854 SFD 7.125 6.500 $2,694.88 360 1-Feb-29 $400,000.00
4913464 HUNTINGTON NY 11743 SFD 7.500 6.500 $1,188.67 360 1-Feb-29 $170,000.00
4913784 DANVILLE CA 94526 SFD 6.750 6.483 $2,594.40 360 1-Feb-29 $400,000.00
4913836 SCOTTSDALE AZ 85258 SFD 7.125 6.500 $1,568.42 360 1-Nov-28 $232,238.16
4913906 SCOTTSDALE AZ 85262 PUD 7.125 6.500 $2,580.34 360 1-Nov-28 $382,075.69
4914377 CREVE COEUR MO 63141 SFD 7.250 6.500 $2,899.25 360 1-Feb-29 $425,000.00
4915010 LITTLETON CO 80125 SFD 6.875 6.500 $3,202.53 360 1-Jan-29 $487,090.44
4915462 SANDS POINT NY 11050 SFD 6.875 6.500 $3,941.58 360 1-Feb-29 $600,000.00
4915469 POUND RIDGE NY 10576 SFD 7.875 6.500 $3,262.82 360 1-Feb-29 $450,000.00
4915524 FAR HILLS NJ 07931 LCO 7.375 6.500 $1,484.95 360 1-Jan-29 $214,836.41
4915910 KINGSPORT TN 37660 SFD 6.750 6.483 $1,880.93 360 1-Dec-28 $289,499.24
4915988 REDWOOD CITY CA 94062 SFD 7.000 6.500 $3,323.19 360 1-Nov-28 $498,264.50
4916015 ST. CHARLES IL 60175 SFD 7.125 6.500 $2,223.27 360 1-Oct-28 $328,934.98
4916074 SAN RAFAEL CA 94901 SFD 7.000 6.500 $2,315.25 360 1-Nov-28 $347,139.25
4916546 FOSTER CITY CA 94404 LCO 7.375 6.500 $1,920.08 360 1-Jan-29 $277,788.46
4916840 LOS ANGELES CA 91601 SFD 7.125 6.500 $1,953.79 360 1-Nov-28 $288,798.68
4917145 LAUREL HOLLOW NY 11791 SFD 7.125 6.500 $2,068.32 360 1-Dec-28 $306,507.52
4917165 LA CANADA CA 91011 SFD 6.875 6.500 $3,481.73 360 1-Jan-29 $529,554.73
4917231 BERWYN PA 19312 SFD 6.625 6.358 $4,994.43 360 1-Feb-29 $780,000.00
4917717 LOS GATOS CA 95032 SFD 6.875 6.500 $1,905.10 360 1-Jan-29 $289,756.36
4917799 SAN RAMON CA 94583 SFD 7.250 6.500 $1,841.88 360 1-Jan-29 $269,789.37
4917844 DANVILLE CA 94506 SFD 7.250 6.500 $2,503.59 360 1-Feb-29 $367,000.00
4918192 LARCHMONT NY 10538 SFD 7.000 6.500 $2,208.80 360 1-Jan-29 $331,494.74
4918739 ARROYO GRANDE CA 93420 PUD 6.500 6.233 $2,042.22 360 1-Nov-28 $321,944.50
4919236 IRVINE CA 92720 SFD 7.000 6.500 $2,280.00 360 1-Dec-28 $341,935.94
4919340 LAGUNA NIGUEL CA 92677 SFD 7.125 6.500 $2,155.90 360 1-Feb-29 $320,000.00
4919344 IRVINE CA 92612 SFD 6.875 6.500 $2,476.63 360 1-Jan-29 $376,683.27
4919683 PASADENA CA 91105 SFD 6.750 6.483 $2,853.84 360 1-Jan-29 $439,621.16
4919916 DANA POINT CA 92629 SFD 7.000 6.500 $3,659.17 360 1-Jan-29 $549,549.16
4920299 LYNNHAVEN FL 32444 SFD 7.375 6.500 $2,065.12 360 1-Dec-28 $298,543.57
4920838 SAN CLEMENTE CA 92672 SFD 6.750 6.483 $1,751.21 360 1-Jan-29 $269,767.54
4921119 SAN FRANCISCO CA 94127 SFD 7.375 6.500 $2,574.50 360 1-Feb-29 $372,750.00
4921245 CHESAPEAKE VA 23325 LCO 7.500 6.500 $657.06 360 1-Jan-29 $93,901.26
4921305 DALLAS TX 75225 SFD 7.250 6.500 $1,875.98 360 1-Dec-28 $274,569.66
4922344 FRANKLIN TOWNSHIP NJ 08823 SFD 7.250 6.500 $1,982.75 360 1-Nov-28 $289,965.67
4923002 MONTEREY PARK CA 91754 SFD 7.125 6.500 $2,021.16 360 1-Feb-29 $300,000.00
4923059 SCOTTSDALE AZ 85254 SFD 7.375 6.500 $2,072.03 360 1-Jan-29 $299,771.72
4923063 MARATHON FL 33050 SFD 7.625 6.500 $2,831.18 360 1-Jan-29 $399,710.49
4923852 CHICAGO IL 60605 SFD 6.875 6.500 $1,822.98 360 1-Jan-29 $277,266.86
4924831 IRVINE CA 92620 SFD 7.000 6.500 $2,446.32 360 1-Jan-29 $367,398.60
4925041 TERRACE PARK OH 45174 SFD 7.500 6.500 $2,097.64 360 1-Dec-28 $299,553.33
4925050 CINCINNATI OH 45230 SFD 7.500 6.500 $2,073.17 360 1-Jan-29 $296,279.96
4925077 CORONA CA 91720 SFD 7.500 6.500 $1,730.56 360 1-Jan-29 $247,316.32
4925175 DELRAY BEACH FL 33483 SFD 7.500 6.500 $1,659.24 360 1-Jan-29 $237,123.89
4925254 WAYZATA MN 55391 SFD 7.375 6.500 $5,325.11 360 1-Jan-29 $770,238.44
4925397 CORTON-ON-HUDSON NY 10520 SFD 7.500 6.500 $1,824.95 360 1-Feb-29 $261,000.00
4925795 ORANGE CA 92869 SFD 7.375 6.500 $1,914.90 360 1-Jan-29 $277,039.03
4925841 HUNTINGTON BEACH CA 92648 LCO 7.500 6.500 $2,195.54 360 1-Jan-29 $313,766.96
4926211 DARIEN CT 06820 SFD 7.000 6.500 $2,919.02 360 1-Feb-29 $438,750.00
4926646 DIX HILLS NY 11746 SFD 7.375 6.500 $2,935.37 360 1-Jan-29 $424,676.61
4926936 SAN JOSE CA 95123 SFD 6.625 6.358 $1,645.60 360 1-Jan-29 $256,773.25
4927054 HIGHLAND VILLAGE TX 75067 SFD 7.500 6.500 $1,908.86 360 1-Dec-28 $272,593.51
4927102 HUNTINGTON BEACH CA 92648 SFD 7.375 6.500 $2,054.76 360 1-Jan-29 $297,273.63
4927191 CAPE NEDDICK ME 03902 SFD 7.500 6.500 $2,856.30 360 1-Dec-28 $407,891.76
4927239 SUNSET HILLS MO 63127 SFD 7.500 6.500 $1,817.96 360 1-Dec-28 $259,612.87
4927298 MANCHESTER NH 03104 SFD 6.875 6.500 $2,259.84 360 1-Jan-29 $343,710.99
4927356 SHORT HILLS NJ 07078 SFD 7.250 6.500 $1,548.55 360 1-Jan-29 $226,822.91
4927543 ROLLING HILLS CA 90274 SFD 7.250 6.500 $4,618.34 360 1-Feb-29 $677,000.00
4927754 SAN CARLOS CA 94070 SFD 7.250 6.500 $2,407.41 360 1-Jan-29 $352,624.69
4928190 HARRISON NY 10528 MF2 7.375 6.500 $2,293.04 360 1-Jan-29 $331,747.38
4928366 INDIANAPOLIS IN 46278 SFD 8.000 6.500 $2,045.74 360 1-Feb-29 $278,800.00
4928425 BATON ROUGE LA 70806 SFD 7.125 6.500 $1,751.67 360 1-Jan-29 $259,792.08
4928439 CLAYTON MO 63105 SFD 6.750 6.483 $4,215.89 360 1-Jan-29 $649,440.36
4928538 OAKLAND CA 94610 SFD 6.750 6.483 $1,336.11 360 1-Jan-29 $205,822.64
4928708 CINCINNATI OH 45243 SFD 7.250 6.500 $3,042.51 360 1-Jan-29 $445,652.08
4928739 SAN RAMON CA 94583 SFD 7.375 6.500 $1,773.31 360 1-Jan-29 $256,554.63
4928771 MONROVIA CA 91016 SFD 7.625 6.500 $1,981.83 360 1-Feb-29 $280,000.00
4928847 ALPHARETTA GA 30005 SFD 7.250 6.500 $1,790.99 360 1-Nov-28 $261,921.84
4928909 FORT MITCHELL KY 41011 SFD 7.500 6.500 $1,957.80 360 1-Jan-29 $279,792.20
4928914 SANTA BARBARA CA 93108 SFD 7.125 6.500 $2,829.62 360 1-Feb-29 $419,347.56
4928931 ROWAYTON CT 06853 SFD 6.625 6.358 $1,856.91 360 1-Jan-29 $289,744.13
4928938 HEBER UT 84032 SFD 6.625 6.358 $2,253.90 360 1-Feb-29 $352,000.00
4928942 MELROSE MA 02176 SFD 7.625 6.500 $2,111.70 360 1-Jan-29 $298,134.07
4929205 CHANTILLY VA 20151 SFD 7.375 6.500 $2,213.62 360 1-Feb-29 $320,500.00
4929380 SANTA BARBARA CA 93105 SFD 6.875 6.500 $3,678.81 360 1-Feb-29 $560,000.00
4929387 VANCOUVER WA 98685 SFD 7.125 6.500 $2,960.99 360 1-Jan-29 $439,148.55
4929771 EAST HAMPTON NY 11937 SFD 7.375 6.500 $1,036.02 360 1-Feb-29 $150,000.00
4930039 TUSTIN CA 92782 SFD 7.125 6.500 $2,425.39 360 1-Jan-29 $359,712.11
4930080 PALO ALTO CA 94301 SFD 8.000 6.500 $4,769.47 360 1-Jan-29 $649,563.86
4930163 REDDING CA 96001 SFD 7.500 6.500 $2,011.51 360 1-Jan-29 $287,466.49
4930209 AUSTIN TX 78701 SFD 6.875 6.500 $2,075.90 360 1-Jan-29 $315,734.52
4930229 SAN JOSE CA 95124 SFD 7.000 6.500 $1,731.79 360 1-Jan-29 $260,086.63
4930252 TUSTIN CA 92782 SFD 6.750 6.483 $3,311.22 360 1-Jan-29 $510,080.46
4930432 BELLEVUE WA 98006 SFD 6.750 6.483 $1,605.93 360 1-Jan-29 $247,386.82
4930457 NASHVILLE TN 37212 SFD 7.125 6.500 $1,824.43 360 1-Dec-28 $270,365.60
4930512 GILROY CA 95020 SFD 7.375 6.500 $2,092.75 360 1-Jan-29 $302,769.44
4930529 BARRINGTON IL 60010 SFD 6.000 5.733 $1,808.85 360 1-Feb-29 $301,700.00
4930691 BONITA CA 91902 SFD 7.375 6.500 $2,099.66 360 1-Jan-29 $303,768.67
4930714 SYOSSET NY 11791 SFD 6.750 6.483 $1,621.50 360 1-Jan-29 $249,784.75
4930743 OLYMPIA WA 98501 SFD 6.875 6.500 $1,787.83 360 1-Jan-29 $271,921.37
4930818 NORWALK CT 06850 SFD 6.625 6.358 $1,645.60 360 1-Feb-29 $257,000.00
4930836 SUN VALLEY ID 83353 SFD 7.000 6.500 $2,661.21 360 1-Feb-29 $400,000.00
4930869 SAN FRANCISCO CA 94103 SFD 7.625 6.500 $2,272.02 360 1-Feb-29 $321,000.00
4930881 HIGHLAND PARK TX 75205 SFD 7.125 6.500 $3,053.79 240 1-Feb-19 $390,100.00
4931076 DALY CITY CA 94015 SFD 6.875 6.500 $1,228.46 360 1-Dec-28 $186,684.88
4931107 HERCULES CA 94547 SFD 7.375 6.500 $2,101.03 360 1-Nov-28 $303,501.33
4931173 ATLANTA GA 30342 SFD 6.875 6.500 $1,813.12 360 1-Nov-28 $275,300.40
4931206 UPPER SADDLE RIVER NJ 07458 SFD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,765.97
4931263 BEL AIR MD 21015 SFD 7.375 6.500 $1,585.79 360 1-Nov-28 $229,072.65
4931332 CUMMING GA 30041 SFD 7.250 6.500 $1,922.72 360 1-Dec-28 $281,408.92
4931417 MELVILLE NY 11747 LCO 7.500 6.500 $1,477.09 360 1-Dec-28 $210,935.46
4931422 WEST JORDAN UT 84084 SFD 7.250 6.500 $1,841.88 360 1-Dec-28 $269,577.47
4931545 TORRANCE CA 90505 SFD 6.875 6.500 $1,812.14 360 1-Jan-29 $275,618.25
4931700 CARMEL NY 10512 SFD 7.750 6.500 $1,773.12 360 1-Jan-29 $247,325.32
4932279 LOS ANGELES CA 91304 SFD 7.375 6.500 $1,414.50 360 1-Nov-28 $204,329.63
4932348 DUNCANVILLE TX 75137 SFD 7.375 6.500 $1,461.47 360 1-Nov-28 $211,067.88
4932372 RANCHO MIRAGE CA 92270 SFD 7.750 6.500 $2,149.24 360 1-Jan-29 $299,788.26
4932383 ATASCADERO CA 93422 SFD 7.875 6.500 $1,917.81 360 1-Jan-29 $264,317.97
4932400 LUTZ FL 33549 SFD 7.250 6.500 $1,337.07 360 1-Nov-28 $195,538.51
4932418 ALEXANDRIA VA 22306 SFD 7.125 6.500 $1,536.08 360 1-Nov-28 $227,449.76
4932439 WESTLAKE VILLAGE CA 91361 SFD 7.500 6.500 $2,097.65 360 1-Jan-29 $298,777.35
4932458 SUNNYVALE CA 94087 SFD 7.375 6.500 $3,453.38 360 1-Feb-29 $500,000.00
4932478 NANTUCKET MA 02554 SFD 7.500 6.500 $1,895.58 360 1-Jan-29 $270,898.80
4932536 LEE'S SUMMIT MO 64081 SFD 7.375 6.500 $1,735.32 360 1-Jan-29 $251,058.82
4932599 HUNTINGTON BEACH CA 92648 PUD 7.375 6.500 $2,196.35 360 1-Jan-29 $317,758.03
4932875 BELLEVUE WA 98004 SFD 7.000 6.500 $2,095.38 360 1-Dec-28 $314,212.57
4933119 NAPLES FL 34109 SFD 7.125 6.500 $2,661.19 360 1-Feb-29 $395,000.00
4933229 EUGENE OR 97403 SFD 7.000 6.500 $2,619.63 360 1-Jan-29 $393,427.25
4933241 PAYSON UT 84651 SFD 7.250 6.500 $511.63 360 1-Dec-28 $74,864.93
4933334 BLAINE WA 98230 SFD 7.250 6.500 $1,789.35 360 1-Dec-28 $261,889.51
4933419 NEWBURYPORT MA 01950 SFD 6.875 6.500 $2,075.90 360 1-Dec-28 $315,467.51
4933588 PIEDMONT CA 94611 SFD 7.500 6.500 $2,510.19 360 1-Jan-29 $358,733.56
4933758 CANBY OR 97013 SFD 7.125 6.500 $1,947.05 360 1-Dec-28 $288,536.41
4933870 CASTRO VALLEY CA 94552 SFD 7.250 6.500 $2,728.71 360 1-Dec-28 $399,198.58
4933965 SAN JOSE CA 95125 SFD 7.500 6.500 $2,489.21 360 1-Jan-29 $355,735.79
4934003 FALLBROOK CA 92028 SFD 7.750 6.500 $2,149.24 360 1-Jan-29 $299,788.26
4934155 OSSINING NY 10562 LCO 7.500 6.500 $1,943.47 360 1-Jan-29 $277,743.72
4934249 RESTON VA 20190 PUD 7.500 6.500 $1,720.77 360 1-Dec-28 $245,733.56
4934491 UNION CITY CA 94587 SFD 7.500 6.500 $1,887.88 360 1-Feb-29 $270,000.00
4934496 SAN JOSE CA 95124 PUD 7.875 6.500 $1,935.94 360 1-Jan-29 $266,816.25
4934575 BOCA RATON FL 33496 SFD 7.125 6.500 $4,918.15 360 1-Jan-29 $729,416.23
4934610 FREMONT CA 94539 SFD 7.125 6.500 $2,155.90 360 1-Dec-28 $319,486.68
4934621 SAN JOSE CA 95130 SFD 7.375 6.500 $1,616.18 360 1-Dec-28 $233,457.84
4934633 PLEASANT VALLEY NY 12569 SFD 7.500 6.500 $489.45 360 1-Jan-29 $69,948.05
4934689 SANIBEL FL 33957 LCO 7.500 6.500 $2,573.11 360 1-Feb-29 $368,000.00
4934734 CORAL GABLES FL 33143 SFD 6.875 6.500 $1,781.84 360 1-Feb-29 $271,237.00
4934749 CORONADO CA 92118 SFD 7.000 6.500 $4,045.04 360 1-Jan-29 $607,501.63
4934764 SAG HARBOR NY 11963 SFD 7.750 6.500 $2,507.45 360 1-Feb-29 $350,000.00
4934788 SAYVILLE NY 11782 SFD 7.625 6.500 $1,619.08 360 1-Jan-29 $228,584.44
4934837 MOORPARK CA 93021 SFD 7.875 6.500 $1,386.33 360 1-Dec-28 $190,935.98
4934985 BEN LOMAND CA 95005 SFD 7.375 6.500 $1,933.89 360 1-Nov-28 $279,356.90
4935098 ATLANTA GA 30307 SFD 7.125 6.500 $2,203.06 360 1-Dec-28 $326,475.45
4935122 NOKOMIS FL 34275 SFD 7.250 6.500 $2,756.00 360 1-Feb-29 $404,000.00
4935127 WASHINGTON TOWNSHIP NJ 07853 SFD 7.375 6.500 $1,968.43 360 1-Jan-29 $284,783.14
4935248 MONARCH BEACH CA 92629 SFD 7.500 6.500 $2,097.65 360 1-Jan-29 $299,657.54
4935253 LARCHMONT NY 10538 SFD 7.125 6.500 $2,107.40 360 1-Feb-29 $312,800.00
4935290 CALABASAS CA 91302 SFD 7.500 6.500 $2,325.59 360 1-Jan-29 $332,353.16
4935336 CAMPBELL CA 95008 SFD 7.125 6.500 $2,128.96 360 1-Jan-29 $315,747.29
4935343 MISSION VIEJO CA 92692 SFD 7.500 6.500 $1,810.97 360 1-Jan-29 $258,807.78
4935363 NEWTOWN SQUARE PA 19073 SFD 6.500 6.233 $2,779.84 360 1-Feb-29 $439,800.00
4935365 REDWOOD CITY CA 94061 SFD 7.375 6.500 $2,002.96 360 1-Jan-29 $289,779.33
4935374 FREMONT CA 94538 SFD 7.125 6.500 $2,640.98 360 1-Feb-29 $392,000.00
4935378 DANVILLE CA 94506 SFD 7.375 6.500 $2,389.74 360 1-Feb-29 $346,000.00
4935384 BERKELEY CA 94708 SFD 7.125 6.500 $2,304.12 360 1-Jan-29 $341,726.51
4935487 HERNDEN VA 22701 SFD 6.625 6.358 $2,136.08 360 1-Jan-29 $333,305.67
4935530 GRANITE BAY CA 95746 SFD 7.250 6.500 $3,837.25 360 1-Jan-29 $562,061.19
4935704 WILTON CT 06897 SFD 6.750 6.483 $4,864.49 360 1-Jan-29 $749,354.26
4935753 PALOS VERDES ESTATES CA 90274 SFD 7.125 6.500 $3,260.80 360 1-Jan-29 $483,612.95
4935787 MOULTONBOROUGH NH 03254 SFD 7.250 6.500 $3,780.97 360 1-Oct-28 $552,504.76
4935833 ESTERO FL 33928 SFD 7.375 6.500 $1,864.82 360 1-Jan-29 $269,794.55
4935848 HARRISON NY 10528 SFD 7.375 6.500 $2,113.47 360 1-Nov-28 $305,297.16
4935872 SOQUEL CA 95073 SFD 7.250 6.500 $3,372.68 360 1-Nov-28 $493,235.96
4935890 LOS GATOS CA 95032 SFD 7.250 6.500 $3,252.28 360 1-Jan-29 $476,378.08
4935897 MORRIS TOWNSHIP NJ 07960 SFD 7.125 6.500 $2,661.19 360 1-Jan-29 $394,684.12
4935915 CUPERTINO CA 95014 SFD 7.000 6.500 $2,674.52 360 1-Jan-29 $401,670.48
4935942 SANTA CRUZ CA 95065 SFD 7.500 6.500 $1,873.89 360 1-Jan-29 $267,801.11
4935990 WILMETTE IL 60091 SFD 7.250 6.500 $2,123.28 360 1-Nov-28 $310,517.16
4936026 DUBLIN CA 94568 SFD 6.875 6.500 $1,655.47 360 1-Jan-29 $251,788.28
4936049 CLIFTON VA 20124 SFD 7.750 6.500 $2,772.52 360 1-Feb-29 $387,000.00
4936088 GREENWICH CT 06830 SFD 6.875 6.500 $2,397.79 360 1-Jan-29 $364,693.36
4936089 ROCHESTER MI 48307 SFD 7.500 6.500 $1,803.98 360 1-Nov-28 $257,421.96
4936093 SAN JOSE CA 95118 SFD 7.500 6.500 $1,985.77 360 1-Feb-29 $284,000.00
4936179 FLUSHING NY 11365 MF2 7.000 6.500 $2,407.07 360 1-Feb-29 $361,800.00
4936358 OAKLAND CA 94619 SFD 7.375 6.500 $1,996.06 360 1-Jan-29 $288,780.09
4936459 ORANGE CA 92867 SFD 6.500 6.233 $1,635.48 360 1-Nov-28 $258,044.44
4936491 GLENDALE CA 91206 SFD 6.750 6.483 $1,997.68 360 1-Jan-29 $307,734.82
4936501 GIG HARBOR WA 98335 SFD 7.000 6.500 $2,807.58 360 1-Jan-29 $421,654.09
4936543 WARRENTON VA 20186 SFD 6.750 6.483 $2,194.21 360 1-Nov-28 $337,421.26
4936556 MEQUON WI 53092 SFD 7.250 6.500 $1,875.98 360 1-Oct-28 $274,134.11
4936576 SUNNYVALE CA 94087 SFD 7.375 6.500 $2,569.31 360 1-Jan-29 $371,716.94
4936587 MENLO PARK CA 94025 SFD 6.625 6.358 $4,056.37 360 1-Feb-29 $633,500.00
4936645 LAKEWOOD CO 80228 SFD 7.125 6.500 $1,796.47 360 1-Jan-29 $266,436.76
4936655 VIRGINIA BEACH VA 23455 SFD 7.375 6.500 $2,276.12 360 1-Jan-29 $329,299.24
4936669 OAK PARK IL 60302 SFD 7.125 6.500 $2,541.60 360 1-Nov-28 $376,339.58
4936678 CALABASAS CA 91302 PUD 7.125 6.500 $4,315.17 360 1-Jan-29 $639,987.80
4936757 EL CAJON CA 92020 SFD 6.750 6.483 $2,002.88 360 1-Nov-28 $307,997.86
4936762 SAN JOSE CA 95118 SFD 7.000 6.500 $1,676.56 360 1-Oct-28 $251,166.49
4936821 SAN JOSE CA 95148 SFD 7.625 6.500 $1,911.05 360 1-Jan-29 $269,804.58
4936865 CALABASAS CA 91302 SFD 7.125 6.500 $4,139.33 360 1-Jan-29 $613,908.67
4936924 BEVERLY HILLS CA 90212 SFD 7.500 6.500 $2,971.67 360 1-Jan-29 $424,684.58
4936958 LUMBERTON TX 77657 SFD 6.750 6.483 $1,645.17 360 1-Nov-28 $252,991.14
4936970 ACTON MA 01720 SFD 7.750 6.500 $1,862.68 360 1-Jan-29 $259,816.49
4936994 FREMONT CA 94539 SFD 7.500 6.500 $1,651.90 360 1-Nov-28 $235,720.69
4937017 SAN FRANCISCO CA 94127 SFD 6.500 6.233 $2,059.39 300 1-Nov-23 $303,771.46
4937034 TOLUCA LAKE CA 91602 SFD 6.875 6.500 $2,693.41 360 1-Jan-29 $409,655.55
4937035 CUPERTINO CA 95014 SFD 7.500 6.500 $1,824.95 360 1-Jan-29 $260,806.30
4937050 BOSTON MA 02110 SFD 6.625 6.358 $2,721.33 360 1-Dec-28 $424,247.98
4937076 FEDERAL WAY WA 98003 SFD 7.250 6.500 $2,401.27 360 1-Nov-28 $351,171.21
4937106 MORGAN HILL CA 95037 SFD 7.250 6.500 $2,319.40 360 1-Jan-29 $339,734.77
4937172 MOUNTAIN VIEW CA 94040 SFD 6.750 6.483 $2,412.79 360 1-Nov-28 $371,033.72
4937182 MAHWAH NJ 07430 SFD 7.250 6.500 $1,828.24 360 1-Dec-28 $267,580.59
4937188 WANTAGH NY 11793 SFD 7.625 6.500 $1,762.41 360 1-Jan-29 $248,819.78
4937198 MARIETTA GA 30066 SFD 7.250 6.500 $1,637.23 360 1-Nov-28 $239,434.91
4937211 FRANKLIN SQUARE NY 11010 SFD 7.250 6.500 $1,171.64 360 1-Jan-29 $171,616.02
4937266 LIVERMORE CA 94550 SFD 6.875 6.500 $2,397.80 360 1-Jan-29 $364,693.35
4937273 HUNTINGDON VALLEY PA 19006 SFD 6.375 6.108 $2,495.48 360 1-Nov-28 $398,882.64
4937328 LEES SUMMIT MO 64064 SFD 7.250 6.500 $1,612.66 360 1-Nov-28 $235,843.43
4937329 RANCHO STA MARGARITA CA 92688 SFD 7.625 6.500 $1,981.83 360 1-Jan-29 $279,797.34
4937341 ORANGE CA 92869 SFD 7.250 6.500 $1,873.26 360 1-Dec-28 $274,170.28
4937353 DANVILLE CA 94506 SFD 7.375 6.500 $2,624.57 360 1-Feb-29 $380,000.00
4937362 BURLINGAME HILLS CA 94010 SFD 6.875 6.500 $2,436.55 360 1-Jan-29 $370,588.40
4937368 BOCA RATON FL 33496 SFD 7.125 6.500 $2,021.16 360 1-Feb-29 $300,000.00
4937374 SEATLE WA 98166 SFD 6.750 6.483 $1,550.15 360 1-Nov-28 $238,379.20
4937396 GREAT NECK NY 11021 SFD 7.375 6.500 $2,956.09 360 1-Feb-29 $428,000.00
4937435 SAN FRANCISCO CA 94115 LCO 7.250 6.500 $2,433.42 360 1-Jan-29 $356,435.73
4937453 WOODINVILLE WA 98072 SFD 7.000 6.500 $1,709.83 360 1-Jan-29 $256,789.34
4937459 ENGLEWOOD CO 80111 SFD 6.875 6.500 $2,601.44 360 1-Jan-29 $395,667.31
4937465 PLEASANTON CA 94588 SFD 7.375 6.500 $2,167.34 360 1-Jan-29 $313,561.22
4937674 GERMANTOWN TN 38139 SFD 6.750 6.483 $2,490.62 360 1-Nov-28 $383,002.55
4937684 OAKLAND CA 94611 SFD 6.625 6.358 $1,632.80 360 1-Nov-28 $254,321.30
4937702 GREENLAWN NY 11740 SFD 7.750 6.500 $2,106.26 360 1-Nov-28 $293,373.44
4937703 LAGUNA NIGUEL CA 92677 SFD 7.375 6.500 $2,819.69 360 1-Jan-29 $407,939.35
4937733 PARKER CO 80134 SFD 7.125 6.500 $1,661.39 360 1-Dec-28 $246,204.43
4937788 LITITZ PA 17543 SFD 7.000 6.500 $1,949.34 360 1-Nov-28 $292,275.28
4937797 SANTA CLARITA AREA CA 91350 SFD 7.125 6.500 $2,073.03 360 1-Dec-28 $307,206.42
4937803 GAITHERSBURG MD 20882 SFD 7.375 6.500 $2,817.96 360 1-Jan-29 $407,689.54
4937823 SAN DIEGO CA 92128 SFD 6.875 6.500 $2,010.20 360 1-Nov-28 $305,224.34
4937833 PACIFIC PALISADES CA 90272 SFD 7.000 6.500 $3,106.97 360 1-Jan-29 $466,617.20
4937837 WOODSTOCK VT 05091 SFD 7.125 6.500 $2,021.16 360 1-Nov-28 $299,275.99
4937852 ROYCE CITY TX 75189 SFD 7.375 6.500 $1,063.64 360 1-Dec-28 $153,764.92
4937861 DANVILLE CA 94506 SFD 7.375 6.500 $2,210.17 360 1-Jan-29 $319,756.50
4937870 MENLO PARK CA 94025 SFD 7.500 6.500 $1,950.81 360 1-Jan-29 $278,792.94
4937890 CLAREMONT CA 91711 SFD 6.875 6.500 $2,364.95 360 1-Feb-29 $360,000.00
4937899 WESTLAKE VILLAGE CA 91361 SFD 7.375 6.500 $4,144.06 360 1-Jan-29 $599,543.44
4937917 COLORADO SPRINGS CO 80906 SFD 7.250 6.500 $2,582.72 360 1-Oct-28 $377,407.88
4937938 SAN JOSE CA 95125 SFD 7.625 6.500 $3,751.31 360 1-Jan-29 $529,616.40
4937941 FAIRFAX VA 22032 SFD 6.875 6.500 $1,760.57 360 1-Oct-28 $267,091.61
4937948 FREMONT CA 94555 SFD 7.875 6.500 $2,639.26 360 1-Jan-29 $363,749.49
4937958 SAN JOSE CA 95118 SFD 7.875 6.500 $1,904.76 360 1-Jan-29 $262,519.21
4937969 SHERMAN OAKS CA 91423 SFD 7.500 6.500 $2,230.50 360 1-Feb-29 $319,000.00
4937982 PALO ALTO CA 94306 SFD 7.375 6.500 $2,755.80 360 1-Jan-29 $398,696.39
4938013 SAN DIMAS CA 91773 SFD 7.375 6.500 $3,808.39 360 1-Jan-29 $550,980.42
4938041 SAN JOSE CA 95120 SFD 7.375 6.500 $2,942.28 360 1-Jan-29 $425,675.84
4938063 FREMONT CA 94536 SFD 7.500 6.500 $1,762.03 360 1-Jan-29 $251,812.97
4938069 HUNTINGTON BEACH CA 92648 SFD 7.125 6.500 $1,886.42 360 1-Jan-29 $279,776.08
4938084 THOUSAND OAKS CA 91361 SFD 7.875 6.500 $2,066.45 360 1-Jan-29 $284,803.86
4938111 ATLANTA GA 30327 SFD 6.875 6.500 $2,752.54 360 1-Jan-29 $418,647.99
4938145 BOSTON MA 02114 SFD 6.875 6.500 $1,786.85 360 1-Dec-28 $271,541.65
4938150 BRIARWOOD NY 11435 SFD 7.500 6.500 $1,678.12 360 1-Nov-28 $239,462.30
4938158 PARKTON MD 21120 SFD 6.750 6.483 $1,627.98 360 1-Nov-28 $250,348.04
4938201 SAN JOSE CA 95124 SFD 7.500 6.500 $2,433.27 360 1-Jan-29 $347,741.73
4938237 SAN MATEO CA 94403 SFD 7.125 6.500 $2,391.71 360 1-Jan-29 $354,716.10
4938250 BURLINGAME CA 94010 SFD 7.125 6.500 $2,189.59 360 1-Jan-29 $324,740.10
4938355 WINTER PARK FL 32789 SFD 6.875 6.500 $2,423.42 360 1-Nov-28 $367,964.88
4938361 LYNNWOOD WA 98037 SFD 7.000 6.500 $1,862.85 360 1-Jan-29 $279,770.49
4938394 WASHINGTON DC 20009 SFD 6.875 6.500 $2,135.02 360 1-Jan-29 $324,726.96
4938419 WINDERMERE FL 34786 SFD 6.625 6.358 $2,049.00 360 1-Nov-28 $319,148.32
4938434 COHASSET MA 02025 SFD 7.500 6.500 $2,796.86 360 1-Sep-28 $398,497.03
4938530 NEWPORT COAST AREA CA 92657 SFD 7.375 6.500 $1,989.14 360 1-Oct-28 $287,115.32
4938536 ALPHARETTA GA 30004 SFD 6.875 6.500 $2,083.78 360 1-Jan-29 $316,933.51
4938586 LA SELVA BEACH CA 95076 SFD 7.500 6.500 $4,153.34 360 1-Feb-29 $594,000.00
4938590 ENCINITAS CA 92007 PUD 7.625 6.500 $1,819.03 360 1-Feb-29 $257,000.00
4938616 HOUSTON TX 77057 SFD 7.125 6.500 $2,349.60 360 1-Oct-28 $347,624.44
4938661 SAN DIEGO CA 92130 SFD 7.250 6.500 $1,794.12 360 1-Oct-28 $262,171.90
4938664 BALTIMORE MD 21212 SFD 7.375 6.500 $1,657.63 360 1-Sep-28 $239,075.57
4938687 SAN MATEO CA 94402 SFD 7.375 6.500 $3,584.61 360 1-Jan-29 $518,605.08
4938693 MINERAL VA 23117 SFD 7.000 6.500 $1,995.91 360 1-Oct-28 $299,007.73
4938694 YORKTOWN NY 10598 SFD 7.125 6.500 $2,122.22 360 1-Feb-29 $315,000.00
4938699 AUSTIN TX 78746 SFD 7.000 6.500 $2,115.67 360 1-Jan-29 $317,739.33
4938714 HACKENSACK NJ 07601 SFD 7.625 6.500 $2,054.38 360 1-Jan-29 $290,039.92
4938715 MONTE SERENO CA 95030 SFD 7.250 6.500 $4,093.06 360 1-Feb-29 $600,000.00
4938765 SOUTHBURY CT 06488 SFD 7.125 6.500 $1,751.67 360 1-Nov-28 $258,884.32
4938768 UNIVERSITY PARK TX 75205 SFD 6.875 6.500 $1,911.67 360 1-Jan-29 $290,755.52
4938871 MCKINNEY TX 75070 PUD 6.500 6.233 $2,376.58 360 1-Jan-29 $375,660.09
4938936 SAN FRANCISCO CA 94117 SFD 7.250 6.500 $3,956.63 360 1-Jan-29 $579,547.54
4938944 PALO ALTO CA 94301 SFD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,765.97
4938948 IRVINE CA 92620 SFD 7.375 6.500 $1,719.79 360 1-Jan-29 $248,810.52
4938990 AURORA CO 80016 SFD 7.000 6.500 $2,335.22 360 1-Jan-29 $350,712.28
4939060 FORT LAUDERDALE FL 33301 SFD 6.875 6.500 $2,230.28 360 1-Feb-29 $339,500.00
4939075 BELMONT MA 02478 MF2 6.875 6.500 $2,010.21 360 1-Nov-28 $305,163.32
4939103 CUPERTINO CA 95014 SFD 6.625 6.358 $2,487.61 360 1-Feb-29 $388,500.00
4939165 SAN DIEGO CA 92014 SFD 7.625 6.500 $1,875.66 360 1-Feb-29 $265,000.00
4939179 PLEASANTON CA 94588 SFD 7.500 6.500 $1,964.80 360 1-Jan-29 $280,791.45
4939192 NEWPORT NEWS VA 23606 SFD 6.750 6.483 $1,971.74 360 1-Oct-28 $302,944.18
4939225 REISTERTOWN MD 21136 SFD 7.375 6.500 $2,244.70 360 1-Aug-28 $323,493.19
4939232 BROOMFIELD CO 80020 SFD 7.375 6.500 $1,602.37 360 1-Aug-28 $230,924.38
4939238 SHERBORN MA 01770 SFD 7.500 6.500 $2,074.22 360 1-Oct-28 $295,761.09
4939244 NEWTON MA 02466 SFD 6.625 6.358 $2,145.05 360 1-Nov-28 $334,108.39
4939245 SAN JOSE CA 95124 SFD 7.125 6.500 $2,021.16 360 1-Nov-28 $299,275.99
4939257 SAN JOSE CA 95124 SFD 7.125 6.500 $1,852.73 360 1-Jan-29 $274,780.08
4939274 GLENVIEW IL 60025 SFD 7.000 6.500 $2,095.70 360 1-Nov-28 $314,126.30
4939323 COVINA CA 91724 SFD 7.250 6.500 $2,397.85 360 1-Dec-28 $350,949.93
4939332 LAFAYETTE CA 94549 SFD 7.250 6.500 $2,687.78 360 1-Nov-28 $393,072.33
4939467 EDGEWATER MD 21037 SFD 7.250 6.500 $2,991.00 360 1-Dec-28 $437,763.87
4939587 SANTA BARBARA CA 93103 SFD 7.250 6.500 $3,751.97 360 1-Jan-29 $549,570.95
4939601 HENDERSON NV 89012 SFD 7.000 6.500 $2,448.31 360 1-Jan-29 $367,698.36
4939644 SAN JOSE CA 95135 SFD 7.500 6.500 $3,216.39 360 1-Jan-29 $459,658.61
4939655 FREMONT CA 94539 SFD 7.250 6.500 $2,223.90 360 1-Jan-29 $325,745.68
4939705 NEWPORT BEACH CA 92657 PUD 7.250 6.500 $3,410.88 360 1-Dec-28 $499,217.56
4939840 SAN JOSE CA 95120 SFD 6.750 6.483 $3,177.48 360 1-Nov-28 $488,627.49
4939852 JENNER CA 95450 SFD 6.875 6.500 $2,010.21 360 1-Jan-29 $305,742.92
4939870 CAMPBELL CA 95008 SFD 6.750 6.483 $2,178.97 360 1-Dec-28 $335,369.87
4939883 COLLEYVILLE TX 76034 SFD 7.125 6.500 $1,987.47 360 1-Jan-29 $294,764.09
4939889 ALEDO TX 76008 SFD 7.000 6.500 $2,634.60 360 1-Jan-29 $395,675.40
4939917 PALO ALTO CA 94306 SFD 6.875 6.500 $3,350.34 360 1-Jan-29 $509,571.54
4939999 SAN MARCOS CA 92069 SFD 7.500 6.500 $1,978.78 360 1-Feb-29 $283,000.00
4940044 GAITHERSBURG MD 20878 SFD 6.625 6.358 $2,330.74 360 1-Feb-29 $364,000.00
4940108 SAN JOSE CA 95148 SFD 6.750 6.483 $1,919.86 360 1-Feb-29 $296,000.00
4940137 SAN RAMON CA 94583 SFD 6.750 6.483 $1,945.79 360 1-Dec-28 $299,481.97
4940142 BAYSIDE NY 11364 SFD 7.625 6.500 $1,882.74 360 1-Feb-29 $266,000.00
4940148 FREMONT CA 94555 SFD 8.000 6.500 $2,289.35 360 1-Jan-29 $311,790.65
4940170 LOS ANGELES CA 91364 SFD 7.625 6.500 $1,900.43 360 1-Dec-28 $268,110.10
4940180 MENLO PARK CA 94025 SFD 7.375 6.500 $2,548.60 360 1-Jan-29 $368,719.21
4940182 ALBUQUERQUE NM 87112 SFD 6.875 6.500 $1,773.71 360 1-Dec-28 $269,545.03
4940197 WHITTIER AREA CA 90601 SFD 7.750 6.500 $2,063.27 360 1-Dec-28 $287,592.15
4940208 DOWNEY CA 90241 SFD 7.125 6.500 $1,670.83 360 1-Dec-28 $247,602.16
4940245 TOLUCA LAKE CA 91602 SFD 7.375 6.500 $2,417.37 360 1-Jan-29 $349,733.67
4940247 ALAMO HEIGHTS TX 78209 SFD 6.875 6.500 $1,662.03 360 1-Feb-29 $253,000.00
4940287 VISTA CA 92084 SFD 7.625 6.500 $1,804.88 360 1-Dec-28 $254,629.69
4940300 MOUNTAIN VIEW CA 94041 SFD 7.625 6.500 $2,463.13 360 1-Feb-29 $348,000.00
4940306 BEVERLY HILLS CA 90210 SFD 7.375 6.500 $4,289.10 360 1-Dec-28 $620,052.02
4940402 AGOURA HILLS CA 91301 SFD 7.250 6.500 $4,365.93 360 1-Dec-28 $638,998.46
4940403 SARATOGA CA 95070 SFD 7.250 6.500 $3,410.89 360 1-Feb-29 $500,000.00
4940431 FAYETTEVILLE AR 72701 SFD 6.750 6.483 $2,805.84 360 1-Dec-28 $431,852.98
4940475 OAKHURST CA 93644 SFD 7.625 6.500 $2,084.81 360 1-Dec-28 $294,122.27
4940477 MORRISVILLE NC 27560 PUD 6.875 6.500 $2,384.66 360 1-Jan-29 $362,695.03
4940497 MARCO ISLAND FL 33937 SFD 7.250 6.500 $1,896.46 360 1-Feb-29 $278,000.00
4940498 VALLEJO CA 94591 SFD 7.750 6.500 $1,973.72 360 1-Dec-28 $275,109.85
4940521 SOUTHAMPTON NY 11968 SFD 7.750 6.500 $1,410.44 360 1-Jan-29 $196,736.04
4940534 POWAY CA 92064 SFD 7.250 6.500 $1,937.38 360 1-Dec-28 $283,555.57
4940591 DANVILLE CA 94506 SFD 7.250 6.500 $1,760.02 360 1-Jan-29 $257,798.73
4940600 RANDOLPH VT 05060 SFD 7.875 6.500 $471.30 360 1-Nov-28 $64,864.90
4940686 SOUTH SAN FRANCISCO CA 94080 SFD 7.250 6.500 $2,203.43 360 1-Dec-28 $322,494.54
4940708 SAN FRANCISCO CA 94080 SFD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,765.97
4940739 FREMONT CA 94539 SFD 7.625 6.500 $2,041.99 360 1-Jan-29 $288,291.19
4940809 REDWOOD CITY CA 94065 SFD 7.250 6.500 $2,373.98 360 1-Feb-29 $348,000.00
4940833 LIVERMORE CA 94550 SFD 7.125 6.500 $1,775.59 360 1-Jan-29 $263,264.83
4940842 BEDFORD MA 01730 SFD 6.750 6.483 $2,043.09 360 1-Feb-29 $315,000.00
4940863 CUPERTINO CA 95014 SFD 7.250 6.500 $2,353.51 360 1-Feb-29 $345,000.00
4940878 SNOHOMISH WA 98290 SFD 7.250 6.500 $2,217.07 360 1-Jan-29 $324,746.48
4940901 SUNNYVALE CA 94086 LCO 7.750 6.500 $2,414.31 360 1-Feb-29 $336,707.94
4940905 FREEHOLD TOWNSHIP NJ 07728 SFD 7.375 6.500 $1,866.21 360 1-Jan-29 $269,994.40
4940908 SAN MATEO CA 94403 SFD 7.375 6.500 $1,864.83 360 1-Jan-29 $269,794.54
4941077 REHOBOTH BEACH DE 19971 SFD 6.875 6.500 $3,977.71 360 1-Jan-29 $604,991.30
4941117 SAN FRANCISCO CA 94127 SFD 7.500 6.500 $3,775.76 360 1-Feb-29 $540,000.00
4941186 COLUMBUS OH 43221 SFD 7.000 6.500 $1,995.91 360 1-Jan-29 $299,754.09
4941222 SAN DIEGO CA 92124 SFD 7.375 6.500 $2,235.02 360 1-Jan-29 $323,353.77
4941246 WEST NEW YORK NJ 07093 LCO 7.500 6.500 $2,120.72 360 1-Feb-29 $303,300.00
4941252 SKILLMAN NJ 08558 SFD 8.000 6.500 $2,861.69 360 1-Dec-28 $389,474.88
4941396 SEATTLE WA 98117 SFD 7.250 6.500 $1,790.71 360 1-Jan-29 $262,295.23
4941410 EL CAJON CA 92020 SFD 7.125 6.500 $2,122.21 360 1-Jan-29 $314,748.10
4941428 MOUNT SHASTA CA 96067 SFD 7.500 6.500 $604.12 360 1-Dec-28 $85,875.46
4941451 LYNNFIELD MA 01940 SFD 7.500 6.500 $943.94 360 1-Dec-28 $134,798.99
4941456 SUNNYVALE CA 94087 SFD 6.500 6.233 $1,902.53 360 1-Feb-29 $301,000.00
4941458 SAN DIEGO CA 92128 SFD 7.250 6.500 $1,472.82 360 1-Dec-28 $215,562.14
4941519 OXNARD CA 93035 SFD 7.250 6.500 $1,124.23 360 1-Dec-28 $164,542.10
4941568 ESCONDIDO CA 92027 SFD 7.125 6.500 $2,506.23 360 1-Dec-28 $371,403.27
4941614 GRANITE BAY CA 95746 SFD 7.250 6.500 $3,410.88 360 1-Dec-28 $499,217.56
4941763 FREMONT CA 94536 SFD 7.250 6.500 $2,609.32 360 1-Dec-28 $381,901.43
4941838 TUSTIN CA 92780 SFD 7.000 6.500 $2,148.93 360 1-Jan-29 $322,735.24
4941846 IRVINE CA 92620 SFD 6.750 6.483 $2,249.01 360 1-Jan-29 $346,451.46
4941934 EAST NORWICH NY 11732 SFD 7.375 6.500 $2,403.55 360 1-Feb-29 $348,000.00
4941960 PLEASANT HILL CA 94523 SFD 7.000 6.500 $1,716.48 360 1-Dec-28 $257,575.81
4942039 SANTA CLARA CA 95050 SFD 6.875 6.500 $1,765.83 360 1-Jan-29 $268,574.17
4942046 SANTA CLARA CA 95051 SFD 6.875 6.500 $1,869.29 360 1-Dec-28 $284,070.52
4942054 SAUSALITO CA 94965 SFD 7.750 6.500 $1,970.14 360 1-Feb-29 $275,000.00
4942059 LAFAYETTE CA 94549 SFD 6.875 6.500 $2,772.24 360 1-Dec-28 $421,288.91
4942071 MENLO PARK CA 94025 SFD 7.000 6.500 $3,739.00 360 1-Dec-28 $561,075.99
4942092 SANTA ROSA CA 95404 SFD 7.750 6.500 $1,974.44 360 1-Dec-28 $275,209.70
4942108 MENLO PARK CA 94025 SFD 7.375 6.500 $3,342.87 360 1-Jan-29 $483,631.71
4942188 PLANO TX 75093 SFD 6.750 6.483 $2,251.29 360 1-Jan-29 $346,801.15
4942226 PALO ALTO CA 94301 SFD 7.125 6.500 $3,161.77 360 1-Jan-29 $468,924.70
4942230 DANVILLE CA 94526 SFD 6.500 6.233 $2,258.38 360 1-Jan-29 $356,977.00
4942284 HINGHAM MA 02043 SFD 7.125 6.500 $1,668.81 360 1-Feb-29 $247,700.00
4942308 PALO ALTO CA 94303 SFD 7.125 6.500 $2,189.59 360 1-Feb-29 $325,000.00
4942328 REDWOOD CITY CA 94062 SFD 7.125 6.500 $3,301.23 360 1-Jan-29 $489,608.15
4942346 FREEHOLD NJ 07728 SFD 7.375 6.500 $1,892.45 360 1-Jan-29 $273,791.51
4942358 MONTARA CA 94037 SFD 7.125 6.500 $1,765.15 360 1-Jan-29 $261,790.48
4942364 SUNNYVALE CA 94086 SFD 7.250 6.500 $2,012.43 360 1-Jan-29 $294,757.29
4942423 BRONX NY 10471 SFD 7.125 6.500 $3,873.88 360 1-Jan-29 $574,540.18
4942490 CHATSWORTH CA 91311 SFD 7.500 6.500 $1,769.02 360 1-Feb-29 $253,000.00
4942503 POTOMAC MD 20854 SFD 7.250 6.500 $3,820.19 360 1-Jan-29 $559,563.15
4942521 HARTSDALE NY 10530 SFD 7.250 6.500 $2,155.68 360 1-Feb-29 $316,000.00
4942525 DEL MAR CA 92014 SFD 7.250 6.500 $2,537.70 360 1-Jan-29 $371,709.80
4942533 DALLAS TX 75225 SFD 7.125 6.500 $2,847.14 360 1-Jan-29 $422,262.05
4942557 SEATTLE WA 98118 SFD 7.000 6.500 $2,335.22 360 1-Jan-29 $350,712.28
4942558 CINCINATTI OH 45243 SFD 7.250 6.500 $4,434.15 360 1-Jan-29 $649,492.94
4942633 MORRIS TOWNSHIP NJ 07960 SFD 6.500 6.233 $2,370.26 360 1-Jan-29 $374,660.99
4942636 PUYALLUP WA 98374 SFD 7.125 6.500 $2,533.18 360 1-Dec-28 $375,396.85
4942680 BURTONSVILLE MD 20866 SFD 7.250 6.500 $2,142.04 360 1-Feb-29 $314,000.00
4942708 ESSEX FELLS NJ 07021 SFD 7.250 6.500 $2,005.60 360 1-Jan-29 $293,770.65
4942716 UNIVERSITY PARK TX 75225 SFD 6.875 6.500 $4,401.43 360 1-Jan-29 $669,437.11
4942722 ENCINO CA 91436 SFD 7.125 6.500 $1,660.72 360 1-Feb-29 $246,500.00
4942810 LA JOLLA CA 92037 SFD 7.000 6.500 $3,126.92 360 1-Jan-29 $469,614.75
4942839 PLAYA DEL REY CA 90293 LCO 7.000 6.500 $1,729.79 360 1-Feb-29 $260,000.00
4942912 NORTHRIDGE CA 91326 SFD 6.875 6.500 $1,839.41 360 1-Feb-29 $280,000.00
4942956 JULIAN CA 92036 SFD 7.125 6.500 $875.83 360 1-Dec-28 $129,791.48
4942973 LIVERMORE CA 94550 SFD 7.250 6.500 $2,034.93 360 1-Dec-28 $297,833.19
4942992 SIMI VALLEY CA 93063 SFD 7.250 6.500 $1,807.77 360 1-Dec-28 $264,435.00
4943013 SAN DIEGO CA 92131 SFD 7.500 6.500 $1,957.80 360 1-Dec-28 $278,979.35
4943017 LUDLOW VT 05149 LCO 7.625 6.500 $1,981.83 360 1-Jan-29 $279,797.34
4943056 GLENWOOD MD 21738 SFD 7.000 6.500 $2,295.29 360 1-Dec-28 $344,432.77
4943063 CAMPBELL CA 95008 SFD 7.375 6.500 $2,099.66 360 1-Jan-29 $303,768.33
4943074 SANTA CLARITA CA 91350 SFD 7.250 6.500 $1,173.34 360 1-Dec-28 $171,730.85
4943082 LOS OLIVOS CA 93441 SFD 6.875 6.500 $2,133.05 360 1-Feb-29 $324,700.00
4943097 GRANITE BAY CA 95746 SFD 7.750 6.500 $2,686.55 360 1-Dec-28 $374,468.95
4943116 NAPA CA 94559 SFD 7.250 6.500 $1,841.88 360 1-Dec-28 $269,577.47
4943129 SUNNYVALE CA 94086 SFD 7.625 6.500 $2,158.78 360 1-Jan-29 $304,779.24
4943143 LOS ANGELES CA 90068 SFD 7.625 6.500 $2,003.06 360 1-Feb-29 $283,000.00
4943166 SUNNYVALE CA 94087 SFD 7.250 6.500 $1,910.10 360 1-Jan-29 $279,781.57
4943170 MISSION VIEJO CA 92692 SFD 7.250 6.500 $1,957.85 360 1-Feb-29 $287,000.00
4943173 SAN RAMON CA 94583 SFD 7.375 6.500 $3,453.38 360 1-Dec-28 $499,236.74
4943174 MORRIS TWP NJ 07960 SFD 6.750 6.483 $1,686.36 360 1-Jan-29 $259,776.14
4943178 MCLEAN VA 22101 SFD 7.125 6.500 $3,099.11 360 1-Feb-29 $460,000.00
4943187 SAN RAMON CA 94583 SFD 7.375 6.500 $2,072.03 360 1-Dec-28 $299,242.04
4943198 ALAMO CA 94507 SFD 7.375 6.500 $3,380.86 360 1-Feb-29 $489,500.00
4943237 LONG BEACH CA 90814 SFD 7.500 6.500 $1,991.36 360 1-Jan-29 $284,588.64
4943244 SAN DIEGO CA 92103 SFD 7.500 6.500 $1,842.78 360 1-Jan-29 $263,354.41
4943250 BERNARDS TOWNSHIP NJ 07920 SFD 7.375 6.500 $2,652.19 360 1-Jan-29 $383,707.81
4943353 NEW ORLEANS LA 70130 SFD 7.500 6.500 $2,796.86 360 1-Jan-29 $399,703.14
4943398 ATLANTA GA 30306 SFD 6.875 6.500 $1,778.64 360 1-Jan-29 $270,522.54
4943402 LOGANVILLE GA 30052 SFD 7.250 6.500 $2,252.55 360 1-Dec-28 $329,683.25
4943428 FREMONT CA 94539 SFD 7.250 6.500 $1,957.85 360 1-Feb-29 $287,000.00
4943535 SAN RAFAEL CA 94903 LCO 7.625 6.500 $1,819.03 360 1-Jan-29 $256,813.99
4943588 FREMONT CA 94539 SFD 7.875 6.500 $2,392.73 360 1-Feb-29 $330,000.00
4943610 LARKSPUR CA 94939 SFD 7.250 6.500 $2,749.18 360 1-Jan-29 $402,685.61
4943660 GLEN RIDGE NJ 07028 SFD 7.250 6.500 $1,800.95 360 1-Jan-29 $263,794.05
4943700 SAN JOSE CA 95129 SFD 7.250 6.500 $2,070.41 360 1-Jan-29 $303,263.24
4943712 SAN JOSE CA 95124 SFD 7.000 6.500 $2,021.19 360 1-Jan-29 $303,550.98
4943743 SAN JOSE CA 95124 SFD 7.375 6.500 $1,926.99 360 1-Jan-29 $278,787.70
4943752 OAKLAND CA 94611 SFD 7.375 6.500 $2,700.54 360 1-Jan-29 $390,702.48
4943763 SAN DIEGO CA 92116 SFD 7.375 6.500 $2,177.01 360 1-Jan-29 $314,960.16
4943819 SUNNYVALE CA 94087 SFD 7.375 6.500 $2,023.68 360 1-Jan-29 $292,777.05
4943837 SAN CARLOS CA 94070 SFD 7.125 6.500 $1,825.78 360 1-Feb-29 $271,000.00
4943850 FREMONT CA 94539 SFD 7.250 6.500 $2,244.36 360 1-Jan-29 $328,743.35
4943883 TRUCKEE CA 96161 PUD 7.500 6.500 $1,803.98 360 1-Feb-29 $258,000.00
4943901 OAKLAND CA 94610 SFD 6.875 6.500 $1,957.65 360 1-Jan-29 $297,749.64
4943928 SAN JOSE CA 95129 SFD 7.375 6.500 $2,175.63 360 1-Feb-29 $315,000.00
4943931 FREMONT CA 94539 SFD 7.250 6.500 $2,080.64 360 1-Jan-29 $304,762.07
4943949 SAN FRANCISCO CA 94114 SFD 7.250 6.500 $1,910.10 360 1-Feb-29 $280,000.00
4943964 GREAT FALLS VA 22066 SFD 7.000 6.500 $2,885.09 360 1-Feb-29 $433,650.00
4943966 SAN ANSELMO CA 94960 SFD 7.250 6.500 $2,148.86 360 1-Feb-29 $315,000.00
4943968 JACKSON WY 83001 SFD 6.875 6.500 $2,351.81 360 1-Feb-29 $358,000.00
4943974 PLEASANTON CA 94588 PUD 7.125 6.500 $2,347.91 360 1-Feb-29 $348,500.00
4943984 BETHESDA MD 20817 SFD 6.875 6.500 $3,297.79 360 1-Feb-29 $502,000.00
4943997 LOS ALTOS CA 94024 SFD 7.250 6.500 $3,410.89 360 1-Feb-29 $500,000.00
4944001 SAN JOSE CA 95125 SFD 6.875 6.500 $3,140.12 360 1-Feb-29 $478,000.00
4944003 FREMONT CA 94539 SFD 7.875 6.500 $3,016.29 360 1-Feb-29 $416,000.00
4944004 LAFAYETTE CA 94549 SFD 7.250 6.500 $3,335.85 360 1-Jan-29 $488,618.53
4944017 REDWOOD CITY CA 94061 SFD 7.250 6.500 $2,229.02 360 1-Feb-29 $326,750.00
4944081 WOODBRIDGE VA 22193 SFD 7.250 6.500 $1,821.42 360 1-Jan-29 $266,791.71
4944099 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.500 $3,513.21 360 1-Feb-29 $515,000.00
4944110 SAN RAFAEL CA 94903 SFD 7.125 6.500 $2,681.40 360 1-Feb-29 $398,000.00
4944134 HENDERSON NV 89014 SFD 7.000 6.500 $601.43 360 1-Dec-28 $90,251.38
4944145 SAN RAMON CA 94583 SFD 7.250 6.500 $2,251.19 360 1-Jan-29 $329,742.56
4944154 BARRINGTON IL 60010 SFD 7.000 6.500 $2,188.85 360 1-Dec-28 $328,459.06
4944160 CAMPBELL CA 95008 SFD 7.250 6.500 $2,182.97 360 1-Feb-29 $320,000.00
4944210 LAS VEGAS NV 89104 SFD 7.375 6.500 $683.77 360 1-Dec-28 $98,848.87
4944222 KAYSVILLE UT 84037 SFD 7.000 6.500 $1,729.79 360 1-Dec-28 $259,572.51
4944231 MAPLEWOOD NJ 07040 SFD 7.125 6.500 $2,324.33 360 1-Feb-29 $345,000.00
4944246 BLUFFDALE UT 84065 SFD 7.500 6.500 $1,301.94 360 1-Jan-29 $186,061.75
4944275 SAN JOSE CA 95111 SFD 7.250 6.500 $1,630.40 360 1-Dec-28 $238,625.99
4944365 FOSTER CITY CA 94404 SFD 7.375 6.500 $2,279.23 360 1-Jan-29 $329,428.12
4944424 SAN FRANCISCO CA 94107 LCO 7.125 6.500 $2,080.44 360 1-Dec-28 $308,304.65
4944445 SAN JOSE CA 95129 SFD 7.125 6.500 $1,684.30 360 1-Jan-29 $249,800.08
4944490 MISSION VIEJO CA 92692 SFD 7.375 6.500 $1,826.15 360 1-Feb-29 $264,400.00
4944508 BELMONT CA 94002 SFD 7.250 6.500 $1,937.39 360 1-Feb-29 $284,000.00
4944581 SAN DIEGO CA 92123 SFD 6.750 6.483 $1,764.19 360 1-Jan-29 $271,765.81
4944610 LOS GATOS CA 95033 SFD 7.500 6.500 $3,090.53 360 1-Jan-29 $441,671.97
4944650 MOUNTAIN VIEW CA 94043 SFD 7.500 6.500 $2,398.31 360 1-Feb-29 $343,000.00
4944669 LOS GATOS CA 95032 SFD 7.375 6.500 $4,365.07 360 1-Feb-29 $632,000.00
4944701 FREMONT CA 94539 SFD 7.125 6.500 $1,795.46 360 1-Jan-29 $266,286.88
4944752 CUPERTINO CA 95014 SFD 6.750 6.483 $3,048.42 360 1-Feb-29 $470,000.00
4944755 ENCINO CA 91316 SFD 7.625 6.500 $2,484.36 360 1-Feb-29 $351,000.00
4944761 BEVERLY HILLS CA 90212 SFD 7.125 6.500 $2,560.14 360 1-Jan-29 $379,696.11
4944795 SAN JOSE CA 95129 SFD 7.250 6.500 $2,005.60 360 1-Feb-29 $294,000.00
4944806 LOS ALTOS CA 94024 SFD 7.125 6.500 $2,283.91 360 1-Feb-29 $339,000.00
4944852 PORTOLA VALLEY CA 94028 SFD 7.125 6.500 $4,372.44 360 1-Feb-29 $649,000.00
4944859 SAN JOSE CA 95131 SFD 7.375 6.500 $2,096.20 360 1-Jan-29 $303,269.06
4944867 CUPERTINO CA 95014 SFD 7.125 6.500 $3,301.23 360 1-Feb-29 $490,000.00
4944910 SEBASTOPOL CA 95472 SFD 7.250 6.500 $852.72 360 1-Jan-29 $124,902.49
4945026 BODEGA BAY CA 94923 SFD 7.375 6.500 $3,315.25 360 1-Feb-29 $480,000.00
4945035 DOBBS FERRY NY 10522 SFD 7.125 6.500 $2,304.12 360 1-Feb-29 $342,000.00
4945063 SAN DIEGO CA 92117 SFD 7.125 6.500 $2,088.53 360 1-Dec-28 $309,502.72
4945066 SARATOGA CA 95070 SFD 7.125 6.500 $3,772.83 360 1-Feb-29 $560,000.00
4945122 SANTA ROSA CA 95404 SFD 7.000 6.500 $2,474.93 360 1-Dec-28 $371,388.36
4945263 PALO ALTO CA 94306 SFD 7.250 6.500 $2,401.27 360 1-Jan-29 $351,725.40
4945289 SCOTTS VALLEY CA 95066 SFD 7.500 6.500 $2,024.93 360 1-Jan-29 $289,385.07
4945302 LOS ALTOS CA 94022 SFD 7.125 6.500 $3,462.92 360 1-Jan-29 $513,588.96
4945377 WEST HILLS CA 91307 SFD 7.125 6.500 $3,873.89 360 1-Feb-29 $575,000.00
4945388 SARATOGA CA 95070 SFD 7.125 6.500 $4,268.01 360 1-Feb-29 $633,500.00
4945389 LOS GATOS CA 95032 SFD 7.500 6.500 $3,705.84 360 1-Feb-29 $530,000.00
4945427 HAILEY ID 83333 SFD 7.500 6.500 $1,318.02 360 1-Feb-29 $188,500.00
4945428 GREAT FALLS VA 22066 SFD 6.750 6.483 $1,829.05 360 1-Feb-29 $282,000.00
4945446 CALABASAS CA 91302 LCO 7.000 6.500 $1,829.59 360 1-Feb-29 $275,000.00
4945457 LOS ALTOS CA 94024 SFD 7.500 6.500 $2,740.93 360 1-Feb-29 $392,000.00
4945459 REDWOOD CITY CA 94062 SFD 7.375 6.500 $2,223.98 360 1-Feb-29 $322,000.00
4945467 LAFAYETTE CA 94549 SFD 6.750 6.483 $2,205.24 360 1-Jan-29 $339,707.26
4945471 FOSTER CITY CA 94404 SFD 7.375 6.500 $2,023.68 360 1-Feb-29 $293,000.00
4945473 LIVERMORE CA 94550 SFD 7.250 6.500 $2,046.53 360 1-Feb-29 $300,000.00
4945480 SUNNYVALE CA 94087 SFD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,765.97
4945491 SAN FRANCISCO CA 94127 SFD 7.250 6.500 $2,387.62 360 1-Feb-29 $350,000.00
4945494 SUNNYVALE CA 94087 SFD 7.250 6.500 $2,367.16 360 1-Jan-29 $346,729.30
4945500 NORTHRIDGE CA 91324 SFD 7.250 6.500 $2,694.60 360 1-Jan-29 $394,691.86
4945539 SCOTTS VALLEY CA 95066 SFD 7.625 6.500 $1,769.49 360 1-Jan-29 $249,819.05
4945591 SAN RAFAEL CA 94901 SFD 7.375 6.500 $2,445.00 360 1-Jan-29 $353,730.62
4945766 DENVER CO 80209 SFD 7.000 6.500 $2,349.28 360 1-Feb-29 $353,114.00
4945769 ROLLING HILLS CA 90274 SFD 7.125 6.500 $4,197.27 360 1-Jan-29 $622,501.79
4945789 FALLBROOK CA 92028 SFD 7.125 6.500 $1,845.99 360 1-Dec-28 $273,538.05
4945824 NEW YORK NY 10024 HCO 7.375 6.500 $1,826.15 360 1-Feb-29 $264,400.00
4945825 FOLSOM CA 95630 SFD 7.375 6.500 $1,530.88 360 1-Dec-28 $221,311.66
4945853 SAN RAFAEL CA 94901 SFD 7.125 6.500 $2,937.42 360 1-Feb-29 $436,000.00
4945886 ORINDA CA 94563 SFD 7.375 6.500 $2,711.60 360 1-Feb-29 $392,600.00
4945899 SAN FRANCISCO CA 94116 SFD 7.375 6.500 $2,136.95 360 1-Feb-29 $309,400.00
4945912 VENTURA CA 93001 SFD 7.125 6.500 $1,886.41 360 1-Dec-28 $279,550.85
4945918 CARLSBAD CA 92009 SFD 7.500 6.500 $2,412.30 360 1-Feb-29 $345,000.00
4945921 FREMONT CA 94539 SFD 7.000 6.500 $1,995.91 360 1-Jan-29 $299,754.09
4945961 TRABUCO CANYON CA 92679 SFD 7.250 6.500 $1,841.88 360 1-Dec-28 $269,577.47
4945997 SARATOGA CA 95070 SFD 7.000 6.500 $3,326.52 360 1-Jan-29 $499,590.15
4946010 VILLA PARK CA 92861 SFD 7.250 6.500 $1,978.32 360 1-Feb-29 $290,000.00
4946015 LOS ALTOS CA 94024 SFD 7.250 6.500 $4,365.93 360 1-Jan-29 $639,500.74
4946028 HUNTINGTON BEACH CA 92648 SFD 7.250 6.500 $2,966.11 360 1-Feb-29 $434,800.00
4946071 WESTON MA 02493 SFD 7.250 6.500 $2,756.00 360 1-Feb-29 $404,000.00
4946081 FREMONT CA 94555 SFD 7.875 6.500 $2,099.08 360 1-Feb-29 $289,500.00
4946125 DELRAY BEACH FL 33483 SFD 7.000 6.500 $5,987.73 360 1-Nov-28 $897,773.87
4946150 SAN JOSE CA 95126 SFD 7.125 6.500 $3,324.81 360 1-Jan-29 $493,105.35
4946200 SALT LAKE CITY UT 84121 SFD 7.250 6.500 $1,852.11 360 1-Dec-28 $271,075.13
4946202 SAN CARLOS CA 94070 SFD 7.250 6.500 $1,807.77 360 1-Jan-29 $264,793.27
4946225 MENLO PARK CA 94025 SFD 7.500 6.500 $2,237.49 360 1-Jan-29 $319,762.51
4946258 BELLAIRE TX 77401 SFD 7.125 6.500 $1,984.77 360 1-Dec-28 $294,127.44
4946275 WEST HOLLYWOOD CA 90069 SFD 7.125 6.500 $2,526.44 360 1-Jan-29 $374,700.12
4946283 MITCHELLVILLE MD 20721 SFD 7.125 6.500 $1,832.52 360 1-Feb-29 $272,000.00
4946311 PEORIA AZ 85382 SFD 7.250 6.500 $828.16 360 1-Dec-28 $121,210.03
4946327 FREMONT CA 94539 SFD 7.250 6.500 $2,564.99 360 1-Feb-29 $376,000.00
4946355 CROWNSVILLE MD 21032 SFD 7.125 6.500 $2,334.44 360 1-Dec-28 $345,944.17
4946361 PALO ALTO CA 94301 SFD 7.375 6.500 $3,038.98 360 1-Feb-29 $440,000.00
4946374 POTOMAC MD 20854 SFD 7.250 6.500 $3,502.98 360 1-Dec-28 $512,696.42
4946380 TARZANA CA 91356 SFD 6.750 6.483 $4,027.80 360 1-Jan-29 $620,465.33
4946443 WESTON FL 33331 SFD 7.250 6.500 $2,051.99 360 1-Jan-29 $300,434.99
4946452 PETALUMA CA 94954 SFD 7.250 6.500 $2,237.54 360 1-Dec-28 $327,486.71
4946468 LAS VEGAS NV 89129 SFD 7.125 6.500 $1,819.04 360 1-Jan-29 $269,784.09
4946470 MILPITAS CA 95035 SFD 7.250 6.500 $2,046.53 360 1-Feb-29 $300,000.00
4946498 VENTURA CA 93003 SFD 7.125 6.500 $1,347.44 360 1-Dec-28 $199,662.80
4946523 RANDOLPH NJ 07869 SFD 7.375 6.500 $1,933.89 360 1-Jan-29 $279,786.95
4946525 RHINEBECK NY 12572 SFD 7.375 6.500 $410.95 360 1-Jan-29 $59,454.73
4946535 ROCKY HILL CT 06067 SFD 7.625 6.500 $1,847.94 360 1-Jan-29 $260,896.04
4946573 PEABODY MA 01960 SFD 7.625 6.500 $1,104.16 360 1-Dec-28 $155,773.46
4946608 FREMONT CA 94539 SFD 7.375 6.500 $3,108.04 360 1-Feb-29 $450,000.00
4946613 ARROYO GRANDE CA 93420 SFD 7.125 6.500 $1,746.28 360 1-Dec-28 $258,784.21
4946634 MITCHELLVILLE MD 20721 SFD 7.000 6.500 $2,065.76 360 1-Dec-28 $309,989.50
4946664 FREMONT CA 94555 SFD 7.375 6.500 $1,761.23 360 1-Feb-29 $255,000.00
4946667 EL DORADO HILLS CA 95762 SFD 7.500 6.500 $1,666.76 360 1-Dec-28 $238,021.07
4946678 LIBERTYVILLE IL 60048 SFD 7.250 6.500 $2,435.37 360 1-Feb-29 $357,000.00
4946683 CASTRO VALLEY CA 94546 SFD 7.250 6.500 $1,978.32 360 1-Feb-29 $290,000.00
4946707 MILL VALLEY CA 94941 SFD 7.250 6.500 $2,653.67 360 1-Feb-29 $389,000.00
4946793 KATONAH NY 10536 SFD 7.375 6.500 $1,830.29 360 1-Feb-29 $265,000.00
4946809 IRVINE CA 92620 SFD 7.000 6.500 $1,995.91 360 1-Feb-29 $300,000.00
4946869 SAN FRANCISCO CA 94121 SFD 7.000 6.500 $1,729.79 360 1-Jan-29 $259,786.88
4946877 SAN JOSE CA 95125 SFD 7.000 6.500 $2,820.89 360 1-Feb-29 $424,000.00
4946894 REDWOOD CITY CA 94062 SFD 7.875 6.500 $2,465.24 360 1-Feb-29 $340,000.00
4946914 SUNNYVALE CA 94087 SFD 7.375 6.500 $2,610.76 360 1-Feb-29 $378,000.00
4946953 ESCONDIDO CA 92029 SFD 7.625 6.500 $2,335.72 360 1-Dec-28 $329,520.80
4946964 SAN CARLOS CA 94070 SFD 6.750 6.483 $2,991.66 360 1-Feb-29 $461,250.00
4947031 LOS ANGELES CA 90049 SFD 7.250 6.500 $4,393.22 360 1-Jan-29 $643,497.61
4947062 REDWOOD CITY CA 94062 SFD 7.250 6.500 $2,442.20 360 1-Jan-29 $357,720.72
4947102 MENLO PARK CA 94025 SFD 7.125 6.500 $4,113.06 360 1-Jan-29 $610,011.78
4947103 CAMPBELL CA 95008 SFD 7.000 6.500 $1,825.60 360 1-Feb-29 $274,400.00
4947121 SAN JOSE CA 95128 SFD 7.250 6.500 $2,084.74 360 1-Feb-29 $305,600.00
4947143 SAN JOSE CA 95129 SFD 7.250 6.500 $2,810.57 360 1-Feb-29 $412,000.00
4947150 SAN DIEGO CA 92130 SFD 7.500 6.500 $2,024.93 360 1-Jan-29 $289,385.07
4947154 DANVILLE CA 94526 SFD 7.250 6.500 $2,140.67 360 1-Feb-29 $313,800.00
4947155 PASADENA CA 91104 SFD 6.875 6.500 $1,835.46 360 1-Jan-29 $279,165.27
4947156 BRENTWOOD CA 90049 SFD 7.125 6.500 $1,920.10 360 1-Jan-29 $284,772.09
4947162 PALO ALTO CA 94306 SFD 7.250 6.500 $2,073.82 360 1-Feb-29 $304,000.00
4947168 ANAHEIM CA 92807 SFD 6.500 6.233 $1,972.06 360 1-Dec-28 $311,434.35
4947191 SAN MATEO CA 94403 SFD 7.375 6.500 $2,092.75 360 1-Jan-29 $302,769.44
4947194 SUDBURY MA 01776 SFD 7.375 6.500 $1,878.64 360 1-Feb-29 $272,000.00
4947199 SAN ANSELMO CA 94960 SFD 6.750 6.483 $1,816.08 360 1-Feb-29 $280,000.00
4947231 ST. LOUIS MO 63131 SFD 7.375 6.500 $1,906.96 360 1-Feb-29 $276,100.00
4947235 IRVINE CA 92614 SFD 7.375 6.500 $1,830.29 360 1-Feb-29 $265,000.00
4947239 SAN JOSE CA 95120 SFD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,765.97
4947247 THOUSAND OAKS CA 91320 SFD 6.875 6.500 $2,892.46 360 1-Dec-28 $439,558.06
4947281 SAN DIEGO CA 92130 SFD 6.750 6.483 $1,991.20 360 1-Jan-29 $306,735.68
4947314 SAN JOSE CA 95135 SFD 7.375 6.500 $3,011.35 360 1-Feb-29 $436,000.00
4947396 NORTH CALDWELL NJ 07006 SFD 7.125 6.500 $2,021.16 360 1-Feb-29 $300,000.00
4947436 WILMINGTON MA 01887 SFD 7.125 6.500 $2,025.20 360 1-Dec-28 $300,117.80
4947550 GLEN HEAD NY 11545 SFD 7.375 6.500 $2,393.19 360 1-Feb-29 $346,500.00
4947559 SAN CARLOS CA 94070 SFD 7.250 6.500 $2,210.25 360 1-Jan-29 $323,747.25
4947576 NOVATO CA 94945 SFD 7.000 6.500 $1,550.16 360 1-Dec-28 $232,616.90
4947665 SUNNYVALE CA 94087 SFD 7.000 6.500 $1,842.89 360 1-Feb-29 $277,000.00
4947680 REDMOND WA 98053 SFD 7.000 6.500 $1,958.66 360 1-Jan-29 $294,158.67
4947682 TORRANCE CA 90505 SFD 7.500 6.500 $2,055.70 360 1-Feb-29 $294,000.00
4947808 HOUSTON TX 77024 SFD 6.750 6.483 $3,470.00 360 1-Feb-29 $535,000.00
4947845 PALO ALTO CA 94303 SFD 7.500 6.500 $2,562.63 360 1-Jan-29 $366,228.00
4947864 MANHATTAN BEACH CA 90266 SFD 7.500 6.500 $4,370.10 360 1-Feb-29 $625,000.00
4947871 THE WOODLANDS TX 77381 SFD 6.875 6.500 $1,891.43 360 1-Feb-29 $287,920.00
4947880 SAN JOSE CA 95135 SFD 7.125 6.500 $2,324.33 360 1-Jan-29 $344,724.11
4947927 PALO ALTO CA 94301 SFD 7.500 6.500 $2,167.57 360 1-Feb-29 $310,000.00
4947930 DIABLO CA 94528 SFD 6.750 6.483 $3,713.23 360 1-Feb-29 $572,500.00
4947932 LOS ANGELES CA 90048 SFD 7.125 6.500 $2,344.55 360 1-Feb-29 $348,000.00
4947939 CARLSBAD CA 92008 SFD 7.500 6.500 $2,231.90 360 1-Feb-29 $319,200.00
4947942 FREMONT CA 94539 SFD 7.250 6.500 $2,728.71 360 1-Jan-29 $399,687.96
4947947 WALNUT CREEK CA 94598 SFD 7.250 6.500 $2,062.91 360 1-Feb-29 $302,400.00
4947950 POMPANO BEACH FL 33062 SFD 7.000 6.500 $1,334.60 360 1-Feb-29 $200,600.00
4947953 SAN JOSE CA 95129 SFD 7.375 6.500 $2,348.30 360 1-Feb-29 $340,000.00
4947955 ALAMO CA 94507 SFD 6.750 6.483 $2,967.34 360 1-Feb-29 $457,500.00
4947962 PLEASANTON CA 94566 SFD 7.250 6.500 $2,159.09 360 1-Feb-29 $316,500.00
4947978 FORT MYERS FL 33908 SFD 6.750 6.483 $2,026.87 360 1-Feb-29 $312,500.00
4948004 FREMONT CA 94539 SFD 7.125 6.500 $2,379.58 360 1-Feb-29 $353,200.00
4948028 SUNNYVALE CA 94087 SFD 7.250 6.500 $3,274.45 360 1-Feb-29 $480,000.00
4948038 BROOKLYN NY 11202 SFD 7.000 6.500 $2,541.46 360 1-Jan-29 $381,686.87
4948040 SARATOGA CA 95070 SFD 6.625 6.358 $3,396.21 360 1-Jan-29 $529,932.04
4948058 PARAMUS NJ 07652 SFD 7.500 6.500 $2,152.19 360 1-Feb-29 $307,800.00
4948110 DANVILLE CA 94526 SFD 6.750 6.483 $2,088.49 360 1-Feb-29 $322,000.00
4948141 NEW PROVIDENCE NJ 07974 SFD 7.000 6.500 $1,725.46 360 1-Jan-29 $259,137.41
4948157 SANDPOINT ID 83864 SFD 7.250 6.500 $1,691.80 360 1-Jan-29 $247,806.54
4948166 ATHERTON CA 94027 SFD 7.125 6.500 $4,379.18 360 1-Feb-29 $650,000.00
4948178 NEWPORT BEACH CA 92660 SFD 7.500 6.500 $3,408.68 360 1-Jan-29 $487,138.20
4948209 SAN MATEO CA 94403 SFD 7.250 6.500 $1,903.28 360 1-Jan-29 $278,782.35
4948212 SAN FRANCISCO CA 94118 SFD 7.250 6.500 $2,413.54 360 1-Jan-29 $353,524.00
4948214 PAEONIAN SPRINGS VA 20129 SFD 7.125 6.500 $2,972.11 360 1-Jan-29 $440,797.22
4948230 SIERRA MADRE CA 91024 SFD 7.250 6.500 $2,367.16 360 1-Jan-29 $345,096.46
4948245 GREENWICH CT 06830 SFD 7.500 6.500 $2,761.90 360 1-Feb-29 $395,000.00
4948251 FOSTER CITY CA 94404 SFD 7.375 6.500 $2,196.35 360 1-Feb-29 $318,000.00
4948271 MILPITAS CA 95035 SFD 7.250 6.500 $2,114.75 360 1-Feb-29 $310,000.00
4948273 CUPERTINO CA 95014 SFD 7.250 6.500 $2,182.97 360 1-Feb-29 $320,000.00
4948304 STEPHENS CITY VA 22655 SFD 7.125 6.500 $2,287.28 360 1-Feb-29 $339,500.00
4948361 CINCINNATI OH 45255 SFD 6.875 6.500 $2,742.68 360 1-Feb-29 $417,500.00
4948368 BAYVILLE NY 11709 SFD 7.125 6.500 $2,061.58 360 1-Jan-29 $305,755.30
4948372 PALOS VERDES ESTATES CA 90274 SFD 7.125 6.500 $1,751.67 360 1-Jan-29 $259,792.08
4948377 NEEDHAM MA 02194 SFD 7.250 6.500 $1,821.42 360 1-Feb-29 $267,000.00
4948385 SAN JOSE CA 95128 SFD 7.250 6.500 $2,077.91 360 1-Feb-29 $304,600.00
4948460 INDIANAPOLIS IN 46254 SFD 7.375 6.500 $2,112.09 360 1-Jan-29 $305,567.31
4948475 FREMONT CA 94539 SFD 7.375 6.500 $2,175.63 360 1-Feb-29 $315,000.00
4948481 YORBA LINDA CA 92886 PUD 7.000 6.500 $1,696.52 360 1-Jan-29 $254,790.98
4948484 WATSONVILLE CA 95076 SFD 7.500 6.500 $2,461.24 360 1-Jan-29 $351,738.76
4948516 GOTHA FL 34734 SFD 7.125 6.500 $2,021.16 360 1-Feb-29 $300,000.00
4948534 SAUGUS CA 91350 SFD 6.750 6.483 $1,928.94 360 1-Feb-29 $297,400.00
4948588 ARLINGTON TX 76016 SFD 7.125 6.500 $2,731.25 360 1-Jan-29 $405,075.82
4948598 SUNNYVALE CA 94086 LCO 7.125 6.500 $2,123.57 360 1-Feb-29 $315,200.00
4948605 SARATOGA CA 95070 SFD 7.125 6.500 $3,638.09 360 1-Feb-29 $540,000.00
4948611 MENLO PARK CA 94025 SFD 7.375 6.500 $2,438.09 360 1-Jan-29 $352,731.39
4948612 LAKE ARROWHEAD CA 92352 SFD 7.250 6.500 $1,705.45 360 1-Dec-28 $249,608.75
4948616 GREENBRAE CA 94904 SFD 7.250 6.500 $4,406.86 360 1-Feb-29 $646,000.00
4948665 WALNUT CREEK CA 94595 SFD 7.250 6.500 $2,084.74 360 1-Feb-29 $305,600.00
4948691 FREMONT CA 94539 SFD 7.000 6.500 $3,093.66 360 1-Jan-29 $464,618.84
4948784 STUDIO CITY CA 91604 SFD 7.000 6.500 $2,494.89 360 1-Feb-29 $375,000.00
4948898 SUNNYVALE CA 94087 SFD 6.875 6.500 $2,240.79 360 1-Feb-29 $341,100.00
4948924 GREENSBORO NC 27455 SFD 6.750 6.483 $2,094.98 360 1-Feb-29 $323,000.00
4948992 PALO ALTO CA 94306 SFD 7.250 6.500 $1,869.17 360 1-Feb-29 $274,000.00
4949025 SHERMAN OAKS CA 91403 SFD 7.375 6.500 $2,603.85 360 1-Feb-29 $377,000.00
4949156 SANTA BARBARA CA 93110 SFD 7.250 6.500 $2,154.32 360 1-Feb-29 $315,800.00
4949174 SAN JOSE CA 95125 SFD 7.500 6.500 $1,950.81 360 1-Feb-29 $279,000.00
4949191 ORLANDO FL 32836 SFD 7.375 6.500 $2,762.71 360 1-Jan-29 $399,695.62
4949235 WOODLAND HILLS CA 91364 SFD 7.500 6.500 $2,419.29 360 1-Feb-29 $346,000.00
4949304 SAN JOSE CA 95120 SFD 7.250 6.500 $2,319.40 360 1-Feb-29 $340,000.00
4949306 SUNNYVALE CA 94087 SFD 7.375 6.500 $1,809.57 360 1-Feb-29 $262,000.00
4949320 DIX HILLS NY 11746 SFD 7.250 6.500 $2,387.62 360 1-Dec-28 $349,452.28
4949371 SAN JOSE CA 95148 SFD 7.375 6.500 $2,393.19 360 1-Feb-29 $346,500.00
4949372 FOSTER CITY CA 94404 SFD 7.500 6.500 $2,517.18 360 1-Feb-29 $360,000.00
4949413 HIGHLANDS RANCH CO 80126 SFD 6.625 6.358 $2,000.33 360 1-Jan-29 $312,124.37
4949420 IRVINE CA 92620 SFD 7.250 6.500 $2,455.84 360 1-Feb-29 $360,000.00
4949424 LIVERMORE CA 94550 SFD 7.000 6.500 $3,617.92 360 1-Feb-29 $543,800.00
4949434 LINCOLN MA 01773 SFD 6.750 6.483 $1,978.23 360 1-Feb-29 $305,000.00
4949466 LAGUNA NIGUEL CA 92677 SFD 6.875 6.500 $2,069.33 360 1-Feb-29 $315,000.00
4949476 PACIFIC PALISADES CA 90272 SFD 7.125 6.500 $2,425.39 360 1-Feb-29 $360,000.00
4949507 MORGAN HILL CA 95037 SFD 7.250 6.500 $2,619.56 360 1-Feb-29 $384,000.00
4949594 PALM BEACH GARDENS FL 33418 SFD 7.125 6.500 $2,425.39 360 1-Feb-29 $360,000.00
4949626 MENDHAM NJ 07945 SFD 7.000 6.500 $1,896.12 360 1-Dec-28 $284,531.40
4949661 SANTA ROSA CA 95409 SFD 7.000 6.500 $2,081.07 360 1-Jan-29 $312,543.60
4949670 CLAYTON CA 94517 SFD 7.375 6.500 $1,685.25 360 1-Jan-29 $243,814.34
4949710 SAN JUAN CAPISTRANO CA 92675 SFD 7.125 6.500 $3,530.29 360 1-Feb-29 $524,000.00
4949733 DIX HILLS NY 11746 SFD 7.500 6.500 $2,265.46 360 1-Feb-29 $324,000.00
4949828 TORRANCE CA 90503 SFD 6.875 6.500 $1,656.78 360 1-Jan-29 $251,988.12
4949830 LOS ALAMITOS CA 90720 SFD 7.125 6.500 $4,042.32 360 1-Jan-29 $599,520.18
4949866 PIEDMONT CA 94611 SFD 7.250 6.500 $2,783.28 360 1-Feb-29 $408,000.00
4949895 GLENDALE CA 91201 SFD 6.875 6.500 $1,681.74 360 1-Jan-29 $255,784.93
4949899 IRVINE CA 92620 SFD 6.875 6.500 $2,312.39 360 1-Jan-29 $351,704.28
4949901 ENCINITAS CA 92024 SFD 7.375 6.500 $2,541.69 360 1-Jan-29 $367,719.98
4949907 VALENCIA CA 91355 SFD 7.125 6.500 $2,203.06 360 1-Jan-29 $326,738.50
4949908 HAGERSTOWN MD 21742 SFD 7.250 6.500 $2,251.18 360 1-Jan-29 $329,742.57
4949982 CHESTER VA 23831 SFD 6.625 6.358 $1,837.70 360 1-Feb-29 $287,000.00
4949993 TUSTIN CA 92782 PUD 7.250 6.500 $1,603.11 360 1-Dec-28 $234,632.26
4950008 EAGAN MN 55123 SFD 7.125 6.500 $1,785.35 360 1-Jan-29 $264,634.67
4950012 TUSTIN CA 92780 SFD 6.875 6.500 $2,339.65 360 1-Dec-28 $355,549.87
4950014 LOS ALTOS CA 94022 SFD 7.250 6.500 $4,263.60 360 1-Jan-29 $624,512.44
4950050 CUPERTINO CA 95014 SFD 7.125 6.500 $3,597.66 360 1-Feb-29 $534,000.00
4950153 DIX HILLS NY 11746 SFD 6.750 6.483 $2,617.10 360 1-Dec-28 $402,803.21
4950188 DANVILLE CA 94506 SFD 7.375 6.500 $2,603.85 360 1-Feb-29 $377,000.00
4950239 UPTON MA 01568 SFD 7.250 6.500 $2,012.43 360 1-Feb-29 $295,000.00
4950249 SAN JOSE CA 95128 PUD 6.875 6.500 $2,874.73 360 1-Feb-29 $437,600.00
4950269 FAIRFAX STATION VA 22039 SFD 7.875 6.500 $2,007.00 360 1-Feb-29 $276,800.00
4950320 DANVILLE CA 94526 SFD 7.000 6.500 $2,361.83 360 1-Feb-29 $355,000.00
4950351 ENCINITAS CA 92024 SFD 7.375 6.500 $2,272.33 360 1-Feb-29 $329,000.00
4950358 MORAGA CA 94556 SFD 7.375 6.500 $2,417.37 360 1-Feb-29 $350,000.00
4950389 LAGUNA NIGUEL CA 92677 SFD 7.125 6.500 $2,799.69 360 1-Jan-29 $415,224.68
4950537 SAN DIEGO CA 92130 SFD 7.500 6.500 $2,753.16 360 1-Feb-29 $393,750.00
4950577 SAN JOSE CA 95131 SFD 6.750 6.483 $1,976.93 360 1-Feb-29 $304,800.00
4950629 CUPERTINO CA 95014 SFD 7.375 6.500 $4,365.07 360 1-Feb-29 $632,000.00
4950661 MARIETTA GA 30062 SFD 7.000 6.500 $2,252.05 360 1-Jan-29 $338,222.54
4950702 HAYWARD CA 94541 SFD 7.250 6.500 $1,855.52 360 1-Feb-29 $272,000.00
4950745 AGOURA CA 91301 SFD 7.625 6.500 $1,946.44 360 1-Feb-29 $275,000.00
4950746 WEST BABYLON NY 11704 SFD 7.875 6.500 $891.84 360 1-Dec-28 $122,830.14
4950811 BRENTWOOD CA 94513 SFD 7.125 6.500 $2,120.87 360 1-Jan-29 $314,548.26
4950875 SUNNYVALE CA 94087 SFD 7.125 6.500 $2,256.96 360 1-Feb-29 $335,000.00
4950972 SUNNYVALE CA 94087 SFD 7.750 6.500 $2,632.10 360 1-Feb-29 $367,400.00
4951113 TAMPA FL 33618 SFD 7.125 6.500 $2,560.14 360 1-Feb-29 $380,000.00
4951118 LOS ANGELES CA 90046 SFD 6.875 6.500 $2,627.72 360 1-Feb-29 $400,000.00
4951122 SUNNYVALE CA 94087 SFD 7.750 6.500 $3,367.14 360 1-Feb-29 $470,000.00
4951170 RANCHO STA MARGARITA CA 92688 SFD 7.125 6.500 $1,768.52 360 1-Feb-29 $262,500.00
4951205 DENVER CO 80210 SFD 7.000 6.500 $2,574.73 360 1-Feb-29 $387,000.00
4951269 ALAMO CA 94507 SFD 6.750 6.483 $2,172.81 360 1-Feb-29 $335,000.00
4951410 SAN JOSE CA 95117 SFD 7.500 6.500 $2,069.68 360 1-Feb-29 $296,000.00
4951426 ORANGE CA 92867 SFD 7.000 6.500 $2,661.21 360 1-Jan-29 $399,672.12
4951429 SAN DIEGO CA 92131 SFD 7.000 6.500 $1,836.24 360 1-Jan-29 $275,773.76
4951438 YORBA LINDA CA 92887 SFD 7.000 6.500 $2,115.67 360 1-Jan-29 $317,739.33
4951542 SAN RAMON CA 94583 SFD 7.250 6.500 $2,804.31 360 1-Feb-29 $411,082.00
4951581 REDMOND WA 98052 SFD 7.125 6.500 $2,472.55 360 1-Jan-29 $366,706.52
4951646 APTOS CA 95003 SFD 7.000 6.500 $1,902.77 360 1-Feb-29 $286,000.00
4951674 BELLAIRE TX 77401 SFD 7.000 6.500 $2,375.13 360 1-Feb-29 $357,000.00
4951726 FULLERTON CA 92833 SFD 7.250 6.500 $2,128.39 360 1-Jan-29 $311,756.61
4951772 SAN JOSE CA 95112 SFD 7.750 6.500 $2,865.65 360 1-Dec-28 $399,433.54
4951794 SAN JOSE CA 95135 SFD 7.875 6.500 $2,682.76 360 1-Feb-29 $370,000.00
4951817 GRANADA HILLS CA 91344 SFD 7.250 6.500 $2,148.86 360 1-Jan-29 $314,754.27
4951821 DENVER CO 80224 PUD 7.000 6.500 $1,763.05 360 1-Jan-29 $264,782.79
4951824 NESCONSET NY 11767 SFD 7.000 6.500 $2,128.97 360 1-Jan-29 $319,737.70
4951825 PALO ALTO CA 94306 SFD 7.125 6.500 $2,364.76 360 1-Feb-29 $351,000.00
4951826 WOODLAND HILLS CA 91367 SFD 7.000 6.500 $2,574.73 360 1-Jan-29 $384,673.25
4951829 SAN DIEGO CA 92128 SFD 7.375 6.500 $2,252.64 360 1-Jan-29 $325,901.83
4951830 TUSTIN CA 92782 SFD 6.875 6.500 $2,118.92 360 1-Jan-29 $322,279.02
4951883 ENCINITAS CA 92024 SFD 7.375 6.500 $1,412.44 360 1-Jan-29 $204,194.38
4951899 VENICE AREA CA 90291 SFD 7.125 6.500 $2,182.85 360 1-Jan-29 $323,740.90
4951903 SAN DIMAS CA 91773 SFD 6.750 6.483 $1,913.37 360 1-Jan-29 $294,746.01
4951905 CAMARILLO CA 93012 SFD 7.000 6.500 $3,113.62 360 1-Jan-29 $467,616.38
4951931 OAKLAND CA 94705 SFD 7.125 6.500 $3,018.26 360 1-Jan-29 $447,641.74
4951933 LOS ANGELES CA 90272 SFD 7.375 6.500 $2,590.04 360 1-Jan-29 $374,714.65
4951940 DIAMOND BAR CA 91765 SFD 7.000 6.500 $1,729.79 360 1-Jan-29 $259,786.88
4951949 FOSTER CITY CA 94404 SFD 6.750 6.483 $2,127.40 360 1-Jan-29 $327,717.60
4951956 SAN JOSE CA 95127 SFD 6.750 6.483 $2,594.39 360 1-Jan-29 $399,655.61
4952060 LEMONT IL 60439 SFD 7.125 6.500 $2,950.89 360 1-Feb-29 $438,000.00
4952098 OAKTON VA 22124 PUD 7.250 6.500 $2,442.20 360 1-Jul-28 $354,321.32
4952134 MILPITAS CA 95035 SFD 7.125 6.500 $1,815.67 360 1-Jan-29 $269,284.49
4952138 LIVERMORE CA 94550 SFD 7.250 6.500 $2,597.73 360 1-Jan-29 $380,502.94
4952161 SANTA ROSA CA 95405 SFD 7.250 6.500 $2,114.41 360 1-Dec-28 $309,464.95
4952163 GALISTEO NM 87505 SFD 7.375 6.500 $2,313.77 360 1-Feb-29 $335,000.00
4952210 FREMONT CA 94555 SFD 7.375 6.500 $2,299.95 360 1-Jan-29 $332,746.62
4952359 BETHESDA MD 20814 SFD 7.500 6.500 $1,943.82 360 1-Jun-28 $276,312.88
4952368 WASHINGTON DC 20016 SFD 7.250 6.500 $2,558.17 360 1-Jun-28 $372,609.55
4952385 BETHESDA MD 20816 SFD 7.375 6.500 $1,304.00 360 1-May-28 $187,474.76
4952461 LAS VEGAS NV 89134 SFD 7.250 6.500 $1,978.32 360 1-Jan-29 $289,773.76
4952482 CORNELIUS NC 28031 SFD 6.375 6.108 $1,715.65 360 1-Jan-29 $274,745.29
4952494 LOS ANGELES CA 91436 SFD 6.750 6.483 $2,408.90 360 1-Jan-29 $371,080.23
4952501 SANTA CLARITA CA 91321 SFD 7.375 6.500 $2,735.08 360 1-Jan-29 $395,698.67
4952508 MANHATTAN BEACH CA 90266 SFD 6.750 6.483 $2,918.70 360 1-Jan-29 $449,612.55
4952611 LOS GATOS CA 95032 SFD 7.500 6.500 $1,851.53 360 1-Feb-29 $264,800.00
4952626 PLACENTIA CA 92870 SFD 7.250 6.500 $2,453.11 360 1-Feb-29 $359,600.00
4952721 WALNUT CA 91789 SFD 7.250 6.500 $1,978.32 360 1-Feb-29 $290,000.00
4952729 BEVERLY HILLS CA 90211 SFD 7.500 6.500 $1,783.00 360 1-Jan-29 $254,810.75
4952732 RANCHO PALOS VERDES CA 90275 SFD 6.750 6.483 $1,692.85 360 1-Jan-29 $260,775.28
4952738 IRVINE CA 92604 SFD 6.750 6.483 $2,257.13 360 1-Jan-29 $347,700.37
4952745 ALTADENA CA 91001 SFD 6.750 6.483 $2,464.68 360 1-Jan-29 $379,672.82
4952787 CAMERON PARK CA 95682 SFD 6.625 6.358 $2,791.76 360 1-Feb-29 $436,000.00
4952916 REDWOOD CITY CA 94062 SFD 6.750 6.483 $2,380.36 360 1-Jan-29 $366,684.02
4952925 VENTURA CA 93001 SFD 7.500 6.500 $1,845.93 360 1-Jan-29 $263,804.07
4952952 LARKSPUR CA 94939 SFD 7.500 6.500 $1,783.00 360 1-Jan-29 $254,810.75
4952968 SEBASTOPOL CA 95472 SFD 7.000 6.500 $2,661.21 360 1-Jan-29 $399,672.12
4953028 WINDSOR CA 95492 SFD 7.500 6.500 $1,957.80 360 1-Dec-28 $279,583.10
4953042 VENTURA CA 93001 SFD 7.125 6.500 $2,694.87 360 1-Jan-29 $399,680.13
4953054 LITTLETON CO 80123 SFD 7.125 6.500 $4,379.17 360 1-Jan-29 $649,480.21
4953114 MARCO ISLAND FL 34145 LCO 7.750 6.500 $235.70 360 1-Feb-29 $32,900.00
4953164 FOUNTAIN VALLEY CA 92708 SFD 7.125 6.500 $1,664.09 360 1-Jan-29 $246,802.47
4953184 ARLINGTON VA 22201 SFD 7.250 6.500 $1,402.56 360 1-Oct-28 $204,952.59
4953190 SAN CLEMENTE CA 92673 SFD 6.875 6.500 $2,033.85 360 1-Jan-29 $309,339.90
4953196 VIRGINIA BEACH VA 23454 SFD 7.500 6.500 $1,865.51 360 1-Jul-28 $265,387.67
4953250 BETHESDA MD 20817 SFD 7.500 6.500 $2,517.18 360 1-Aug-28 $358,371.67
4953275 VIENNA VA 22181 SFD 7.250 6.500 $1,978.32 360 1-Jul-28 $288,387.35
4953283 ROCKVILLE MD 20855 SFD 8.000 6.500 $2,054.55 360 1-May-28 $278,263.25
4953290 TOWSON MD 21286 SFD 7.500 6.500 $2,237.49 360 1-Jul-28 $318,306.07
4953436 BENTONVILLE AR 72712 SFD 7.000 6.500 $1,896.11 360 1-Jan-29 $284,766.39
4953458 SHERMAN OAKS CA 91423 SFD 6.625 6.358 $3,361.63 360 1-Jan-29 $524,398.44
4953465 CARRBORO NC 27510 SFD 7.250 6.500 $1,721.82 360 1-Sep-28 $251,403.51
4953497 STERLING VA 20164 SFD 7.875 6.500 $1,102.11 360 1-Jun-28 $150,832.31
4953513 ALEXANDRIA VA 22310 PUD 7.125 6.500 $1,891.13 360 1-Jun-28 $278,866.45
4953647 JOPLIN MO 64804 SFD 7.250 6.500 $2,343.28 360 1-Jan-29 $343,232.03
4953658 LAFAYETTE CA 94549 SFD 7.125 6.500 $2,358.01 360 1-Jan-29 $349,720.12
4953662 WAYNE NJ 07470 SFD 6.875 6.500 $1,708.01 360 1-Jan-29 $259,781.57
4953668 FREMONT CA 94539 SFD 7.250 6.500 $2,196.61 360 1-Jan-29 $321,748.81
4953672 RICHMOND VA 23233 SFD 7.250 6.500 $1,800.95 360 1-Sep-28 $262,704.69
4953709 DIAMOND BAR CA 91765 SFD 7.000 6.500 $1,753.08 360 1-Jan-29 $263,284.00
4953713 DALWORTHINGTON GARDENS TX 76016 SFD 7.000 6.500 $2,494.89 360 1-Jan-29 $374,692.61
4953723 YORBA LINDA CA 92886 SFD 6.750 6.483 $2,270.10 360 1-Jan-29 $349,698.65
4953727 LOS ANGELES CA 91403 SFD 7.000 6.500 $1,856.20 360 1-Jan-29 $278,771.30
4953731 SHERMAN OAKS CA 91403 SFD 7.125 6.500 $3,368.60 360 1-Jan-29 $499,600.15
4953736 DOSWELL VA 23047 SFD 7.375 6.500 $3,022.40 360 1-Aug-28 $435,571.15
4953742 SAN JOSE CA 95128 SFD 7.500 6.500 $2,417.54 360 1-Sep-28 $344,450.85
4953743 SEA RANCH LAKES FL 33301 SFD 7.125 6.500 $1,913.37 360 1-Feb-29 $284,000.00
4953749 RICHMOND VA 23233 SFD 7.250 6.500 $1,843.25 360 1-Nov-28 $269,563.80
4953755 DANVILLE CA 94526 SFD 7.125 6.500 $2,445.60 360 1-Jan-29 $362,709.71
4953756 FAIRFAX CA 94930 SFD 7.000 6.500 $1,862.85 360 1-Jan-29 $279,770.48
4953766 ALEXANDRIA VA 22314 SFD 7.000 6.500 $702.56 360 1-Sep-28 $105,162.12
4953767 GREENWICH CT 06830 SFD 6.875 6.500 $2,036.48 360 1-Jan-29 $309,739.57
4953781 CLINTON MD 20735 SFD 7.375 6.500 $1,726.69 360 1-Nov-28 $249,425.79
4953796 DANVILLE CA 94526 SFD 7.000 6.500 $1,942.69 360 1-Jan-29 $291,760.64
4953805 PASADENA CA 91104 SFD 7.375 6.500 $2,320.67 360 1-Jan-29 $335,744.33
4953816 SAN FRANCISCO CA 94118 SFD 7.000 6.500 $3,126.93 360 1-Jan-29 $469,614.74
4953848 TRUCKEE CA 96161 SFD 7.125 6.500 $2,304.12 360 1-Jan-29 $341,726.51
4953875 LOS ALTOS HILLS CA 94022 SFD 7.000 6.500 $4,324.47 360 1-Feb-29 $650,000.00
4954013 ALPHARETTA GA 30022 SFD 7.500 6.500 $2,203.93 360 1-Jan-29 $314,966.07
4954015 MARCO ISLAND FL 34145 HCO 7.500 6.500 $2,097.65 360 1-Feb-29 $300,000.00
4954030 MOUNT AIRY MD 21771 SFD 6.750 6.483 $1,608.53 360 1-Feb-29 $248,000.00
4954031 CARSON CA 91746 SFD 7.375 6.500 $1,181.05 360 1-Oct-28 $170,452.77
4954049 LA JOLLA CA 92037 LCO 7.875 6.500 $2,675.51 360 1-Jun-28 $366,921.14
4954084 ARLINGTON VA 22202 SFD 7.250 6.500 $2,005.60 360 1-Jul-28 $292,243.89
4954098 ARLINGTON VA 22207 SFD 7.000 6.500 $1,836.24 360 1-Aug-28 $274,622.61
4954124 ALAMO CA 94507 SFD 7.875 6.500 $2,370.98 360 1-Sep-28 $325,859.92
4954126 SAN DIMAS CA 91773 SFD 7.000 6.500 $2,827.54 360 1-Feb-29 $425,000.00
4954136 TORRANCE CA 90505 SFD 6.750 6.483 $2,399.82 360 1-Feb-29 $370,000.00
4954138 STAFFORD VA 22554 SFD 7.500 6.500 $1,919.70 360 1-Jun-28 $272,883.79
4954164 ST. MICHAELS MD 21663 SFD 7.750 6.500 $2,263.87 360 1-Aug-28 $314,639.99
4954166 FALLS CHURCH VA 22046 SFD 7.625 6.500 $2,720.76 360 1-Jun-28 $382,124.12
4954256 ROUND HILL VA 20141 SFD 6.750 6.483 $1,945.80 360 1-Oct-28 $298,958.05
4954313 OXFORD MD 21654 SFD 7.500 6.500 $2,055.70 360 1-Aug-28 $292,670.18
4954402 MILLERSVILLE MD 21108 SFD 7.875 6.500 $2,320.23 360 1-Jun-28 $318,197.16
4954420 LA PLATA MD 20646 SFD 7.375 6.500 $1,989.15 360 1-Aug-28 $286,664.73
4954444 SALT LAKE CITY UT 84117 SFD 7.250 6.500 $3,124.37 360 1-Jan-29 $457,642.71
4954452 WINCHESTER VA 22602 SFD 7.500 6.500 $1,692.10 360 1-Jun-28 $240,269.44
4954457 PLEASANTON CA 94588 SFD 7.500 6.500 $3,076.55 360 1-Feb-29 $440,000.00
4954471 BERNARDS NJ 07921 SFD 7.125 6.500 $1,837.23 360 1-Jan-29 $272,481.93
4954478 FALLS CHURCH VA 22044 SFD 7.500 6.500 $1,756.78 360 1-Sep-28 $250,305.94
4954481 ROSLYN NY 11576 SFD 6.750 6.483 $2,610.61 360 1-Jan-29 $402,153.45
4954654 KAILUA KONA HI 96740 SFD 7.250 6.500 $3,683.76 360 1-Jan-29 $539,578.74
4954660 LOS ANGELES CA 91356 SFD 6.500 6.233 $1,973.95 360 1-Jan-29 $312,017.68
4954667 WALNUT CA 91789 SFD 7.375 6.500 $2,173.56 360 1-Jan-29 $314,460.54
4954669 PASADENA CA 91106 SFD 6.750 6.483 $2,309.01 360 1-Jan-29 $355,693.49
4954680 IRVINE CA 92620 SFD 7.000 6.500 $1,668.58 360 1-Jan-29 $250,594.42
4954692 DEL MAR CA 92014 SFD 6.750 6.483 $2,633.31 360 1-Jan-29 $405,650.44
4954722 WASHINGTON DC 20007 SFD 7.500 6.500 $3,719.83 360 1-Feb-29 $532,000.00
4954762 POTOMAC MD 20854 SFD 7.250 6.500 $2,111.34 360 1-Feb-29 $309,500.00
4954854 SUNNYVALE CA 94087 SFD 7.875 6.500 $2,102.71 360 1-Feb-29 $290,000.00
4954924 WOODINVILLE WA 98072 SFD 7.250 6.500 $1,773.66 360 1-Feb-29 $260,000.00
4954934 TUSTIN CA 92780 PUD 7.875 6.500 $1,885.19 360 1-Jan-29 $259,821.06
4954951 GERMANTOWN MD 20874 PUD 7.750 6.500 $1,836.53 360 1-Jan-29 $256,169.06
4955234 SANTA ANA CA 92706 SFD 6.875 6.500 $1,757.29 360 1-Feb-29 $267,500.00
4955361 MIDLOTHIAN VA 23113 SFD 7.000 6.500 $2,581.38 360 1-Jul-28 $385,734.33
4955409 AUSTIN TX 78733 SFD 7.000 6.500 $2,820.88 360 1-Jan-29 $423,652.45
4955445 PORTAGE MI 49024 SFD 6.875 6.500 $1,733.77 360 1-Feb-29 $263,920.00
4955479 MISSION VIEJO CA 92692 SFD 7.500 6.500 $2,880.77 360 1-Feb-29 $412,000.00
4955550 SUNNYVALE CA 94087 SFD 7.250 6.500 $1,901.91 360 1-Feb-29 $278,800.00
4955588 ESCONDIDO CA 92025 SFD 7.500 6.500 $1,978.78 360 1-Jan-29 $282,789.97
4955630 ALAMO CA 94507 SFD 7.125 6.500 $2,829.62 360 1-Feb-29 $420,000.00
4955674 WAYNE NJ 07470 SFD 7.250 6.500 $1,927.84 360 1-Feb-29 $282,600.00
4955729 KINGWOOD TX 77339 SFD 6.875 6.500 $2,862.57 360 1-Feb-29 $435,750.00
4955765 STUDIO CITY CA 91604 SFD 6.875 6.500 $2,220.42 360 1-Jan-29 $337,716.04
4955770 LAGUNA HILLS CA 92653 PUD 7.250 6.500 $2,524.06 360 1-Jan-29 $369,711.36
4955797 ENCINITAS CA 92024 SFD 7.000 6.500 $2,218.79 360 1-Jan-29 $333,226.63
4955810 CORONA DEL MAR CA 92625 SFD 7.000 6.500 $2,428.36 360 1-Jan-29 $364,700.81
4955851 LOS ANGELES CA 91311 SFD 7.375 6.500 $2,327.58 360 1-Jan-29 $336,743.57
4955859 EL SEGUNDO CA 90245 SFD 7.250 6.500 $1,828.24 360 1-Jan-29 $267,790.93
4955985 FOSTER CITY CA 94404 SFD 7.500 6.500 $2,097.64 360 1-Jan-29 $299,777.36
4956070 LOS ANGELES CA 90019 SFD 7.000 6.500 $2,029.18 360 1-Jan-29 $304,749.99
4956071 SOLANA BEACH CA 92075 SFD 7.750 6.500 $2,433.65 360 1-Jan-29 $339,460.25
4956082 TARZANA CA 91356 SFD 7.500 6.500 $2,419.29 360 1-Jan-29 $345,743.21
4956085 SAN CLEMENTE CA 92673 SFD 6.500 6.233 $1,796.34 360 1-Jan-29 $283,943.08
4956169 BELLE HARBOR NY 11694 SFD 7.375 6.500 $1,823.39 360 1-Feb-29 $264,000.00
4956184 SYOSSET NY 11791 SFD 7.500 6.500 $874.02 360 1-Feb-29 $125,000.00
4956188 NEWPORT BEACH CA 92660 SFD 6.875 6.500 $2,956.18 360 1-Feb-29 $450,000.00
4956193 MILPITAS CA 95035 SFD 7.750 6.500 $2,185.06 360 1-Feb-29 $305,000.00
4956218 FORT WORTH TX 76131 SFD 7.000 6.500 $2,022.52 360 1-Jan-29 $303,750.81
4956228 LIVINGSTON NJ 07039 SFD 7.125 6.500 $2,021.16 360 1-Jan-29 $299,760.09
4956288 FLUSHING NY 11358 SFD 7.125 6.500 $1,872.94 360 1-Jan-29 $277,777.69
4956308 REDONDO BEACH CA 90278 LCO 7.125 6.500 $2,044.07 360 1-Jan-29 $303,157.37
4956313 LAGUNA BEACH CA 92651 SFD 7.125 6.500 $2,876.78 360 1-Jan-29 $426,658.54
4956318 SANTA CLARA CA 95051 SFD 7.375 6.500 $1,985.70 360 1-Jan-29 $287,281.23
4956512 ARLINGTON TX 76017 SFD 7.000 6.500 $1,729.79 360 1-Jan-29 $259,786.88
4956569 SAN DIEGO CA 92014 SFD 7.375 6.500 $2,486.43 360 1-Jan-29 $359,726.07
4956727 BURBANK CA 91501 SFD 7.375 6.500 $2,044.40 360 1-Jan-29 $295,774.77
4956746 GLENDALE CA 91206 SFD 7.000 6.500 $2,461.62 360 1-Jan-29 $369,696.72
4956759 REDONDO BEACH CA 90278 LCO 7.375 6.500 $1,733.60 360 1-Jan-29 $250,809.00
4956773 LOS ANGELES CA 90036 SFD 7.375 6.500 $1,892.45 360 1-Jan-29 $273,791.51
4956810 BELMONT CA 94002 SFD 7.000 6.500 $2,308.60 360 1-Feb-29 $347,000.00
4957380 TIBURON CA 94920 SFD 7.125 6.500 $2,728.57 360 1-Feb-29 $405,000.00
4957575 SAN JOSE CA 95111 SFD 7.125 6.500 $2,042.72 360 1-Feb-29 $303,200.00
4957641 LONG BEACH CA 90808 SFD 7.500 6.500 $1,850.13 360 1-Jan-29 $264,403.62
4957656 WHITTIER CA 90603 SFD 7.125 6.500 $2,354.65 360 1-Jan-29 $349,220.51
4957709 WALNUT CA 91789 SFD 7.000 6.500 $1,729.79 360 1-Jan-29 $259,786.88
4957722 LAKEVILLE MA 02347 SFD 7.000 6.500 $1,796.32 360 1-Jan-29 $269,778.68
4957727 VALENCIA CA 91354 SFD 7.375 6.500 $1,817.86 360 1-Jan-29 $262,999.73
4957749 SCOTTS VALLEY CA 95066 SFD 7.125 6.500 $1,839.26 360 1-Jan-29 $272,781.68
4957899 LAKE OSWEGO OR 97035 SFD 7.375 6.500 $2,331.03 360 1-Feb-29 $337,500.00
4957907 ALEXANDRIA VA 22310 SFD 7.000 6.500 $1,772.04 360 1-Feb-29 $266,350.00
4958234 GRASONVILLE MD 21638 SFD 7.625 6.500 $2,044.82 360 1-Jun-28 $287,189.51
4958510 SANTA CLARA CA 95051 SFD 6.875 6.500 $2,102.18 360 1-Feb-29 $320,000.00
4958664 TUCSON AZ 85743 SFD 7.250 6.500 $2,302.35 360 1-Jan-29 $337,236.72
4958826 GOLDEN CO 80403 SFD 6.875 6.500 $788.31 360 1-Jan-29 $119,899.19
4959263 HERMOSA BEACH CA 90254 SFD 6.750 6.483 $1,751.22 360 1-Jan-29 $269,767.53
4959352 LOS ANGELES CA 90064 SFD 7.250 6.500 $2,762.82 360 1-Jan-29 $404,684.06
4959386 SAN CLEMENTE CA 92673 SFD 7.000 6.500 $2,770.99 360 1-Jan-29 $416,158.60
4959398 RANCHO PALOS VERDE CA 90275 SFD 6.875 6.500 $2,003.64 360 1-Jan-29 $304,743.76
4959405 CARLSBAD CA 92008 SFD 7.000 6.500 $1,676.57 360 1-Jan-29 $251,793.43
4959506 PACIFICA CA 94044 PUD 7.250 6.500 $1,944.21 360 1-Feb-29 $285,000.00
4959624 ARMONK NY 10504 SFD 6.875 6.500 $2,135.02 360 1-Jan-29 $324,726.96
4959693 NEW ROCHELLE NY 10804 SFD 7.125 6.500 $2,021.16 360 1-Jan-29 $299,760.09
4959903 LOS GATOS CA 95030 SFD 7.125 6.500 $3,301.22 360 1-Jan-29 $489,608.16
4959908 BALDWIN HARBOR NY 11510 SFD 7.375 6.500 $1,802.66 360 1-Feb-29 $261,000.00
4959961 SAN FRANCISCO CA 94131 SFD 7.375 6.500 $1,906.26 360 1-Jan-29 $275,789.99
4960028 SAN DIEGO CA 92118 HCO 7.125 6.500 $2,694.88 360 1-Feb-29 $400,000.00
4960321 SAN JOSE CA 95132 SFD 7.000 6.500 $2,299.29 360 1-Jan-29 $345,316.71
4960330 SANTA CLARA CA 95050 SFD 6.875 6.500 $1,681.74 360 1-Jan-29 $255,784.93
4960761 SAN RAFAEL CA 94901 SFD 6.750 6.483 $2,788.97 360 1-Jan-29 $429,629.78
4960774 SAN FRANCISCO CA 94123 SFD 7.250 6.500 $3,833.83 360 1-Jan-29 $561,561.59
4960996 SANTA CRUZ CA 95065 SFD 7.250 6.500 $1,951.02 360 1-Jan-29 $285,776.90
4961303 FULLERTON CA 92835 SFD 7.125 6.500 $3,132.80 360 1-Jan-29 $464,628.14
4961396 COSTA MESA CA 92627 SFD 7.125 6.500 $2,075.06 360 1-Jan-29 $307,753.69
4961423 SAN JOSE CA 95008 SFD 7.000 6.500 $1,676.56 360 1-Jan-29 $251,793.44
4961619 SAN RAMON CA 94583 SFD 7.375 6.500 $2,255.05 360 1-Jan-29 $326,251.57
4961896 CUPERTINO CA 95014 SFD 7.125 6.500 $3,826.73 360 1-Feb-29 $568,000.00
4962469 RALEIGH NC 27614 SFD 7.000 6.500 $1,957.99 360 1-Jan-29 $294,058.76
4962654 SCOTTSDALE AZ 85259 SFD 7.250 6.500 $2,435.37 360 1-Jan-29 $356,721.51
4962710 SAN FRANCISCO CA 94123 LCO 7.250 6.500 $2,251.18 360 1-Jan-29 $329,742.57
4962817 EL CAJON CA 92021 SFD 6.750 6.483 $2,127.41 360 1-Jan-29 $327,717.59
4962905 HUNTINGTON BEACH CA 92648 SFD 6.750 6.483 $2,114.43 360 1-Jan-29 $325,719.32
4963697 UNION CITY CA 94587 SFD 6.625 6.358 $1,790.31 360 1-Feb-29 $279,600.00
4964114 LEESBURG VA 20176 SFD 7.250 6.500 $1,700.67 360 1-Nov-28 $248,712.34
4964195 WICHITA KS 67230 SFD 7.000 6.500 $1,834.90 360 1-Sep-28 $274,656.41
4964233 KENTFIELD CA 94904 SFD 7.250 6.500 $2,217.08 360 1-Feb-29 $325,000.00
4964302 SAN RAFAEL CA 94901 SFD 7.125 6.500 $2,487.37 360 1-Feb-29 $369,200.00
4964448 LOS ALTOS CA 94024 SFD 7.125 6.500 $2,223.28 360 1-Feb-29 $330,000.00
4964520 STUDIO CITY CA 91604 SFD 7.250 6.500 $1,978.32 360 1-Jan-29 $289,773.77
4964685 CHINO HILLS CA 91709 SFD 8.375 6.500 $1,204.72 360 1-Jan-29 $158,401.48
4964758 FREMONT CA 94538 SFD 7.250 6.500 $2,346.69 360 1-Feb-29 $344,000.00
4964989 ARLINGTON HEIGHTS IL 60005 SFD 7.000 6.500 $1,890.79 360 1-Nov-28 $283,497.05
4965020 IRVINE CA 92720 SFD 7.000 6.500 $2,395.09 360 1-Jan-29 $359,704.91
4965112 ANAHEIM CA 92808 SFD 6.875 6.500 $1,724.44 360 1-Jan-29 $262,279.47
4965324 NAPA CA 94558 LCO 7.000 6.500 $1,833.58 360 1-Feb-29 $275,600.00
4965356 GREAT NECK NY 11021 SFD 7.000 6.500 $2,352.51 360 1-Feb-29 $353,600.00
4965422 STAMFORD CT 06903 SFD 7.250 6.500 $2,660.49 360 1-Feb-29 $390,000.00
4965707 FRANKLIN LAKES NJ 07417 SFD 7.250 6.500 $2,472.89 360 1-Feb-29 $362,500.00
4966011 GREENVILLE NC 27858 SFD 7.000 6.500 $2,155.58 360 1-Nov-28 $323,198.61
4966014 PURCELLVILLE VA 20132 SFD 7.375 6.500 $1,691.12 360 1-Dec-28 $244,275.01
4966021 LAKE OZARK MO 65049 SFD 7.500 6.500 $1,801.18 360 1-Dec-28 $257,216.45
4967388 EAST HILLS NY 11576 SFD 7.125 6.500 $3,112.58 360 1-Feb-29 $462,000.00
4967720 FAIRFAX STATION VA 22039 SFD 6.750 6.483 $1,790.14 360 1-Feb-29 $276,000.00
4968554 GAITHERSBURG MD 20882 PUD 6.625 6.358 $1,895.33 360 1-Feb-29 $296,000.00
4969273 PALO ALTO CA 94301 SFD 7.750 6.500 $4,563.55 360 1-Feb-29 $637,000.00
6143076 ROSWELL GA 30076 SFD 7.125 6.500 $4,379.17 360 1-Jan-29 $649,480.21
6344409 BOULDER CO 80301 SFD 6.875 6.500 $4,828.43 360 1-Dec-28 $733,761.48
6445572 FORT COLLINS CO 80524 SFD 6.875 6.500 $2,791.95 360 1-Jan-29 $424,642.95
6564679 WEST WINDSOR NJ 08550 SFD 7.625 6.500 $3,345.74 360 1-Oct-28 $471,318.39
6595613 COLORADO SPRINGS CO 80919 SFD 7.000 6.500 $1,911.08 360 1-Nov-28 $286,539.50
6603792 SAN DIEGO CA 92131 SFD 7.000 6.500 $3,312.87 360 1-Jan-29 $497,541.84
6616918 PRINCETON NJ 08540 SFD 7.000 6.500 $2,892.74 360 1-Nov-28 $433,418.63
6617217 VASS NC 28394 SFD 7.125 6.500 $1,646.10 360 1-Jan-29 $244,134.61
6628260 CASTLE ROCK CO 80104 PUD 7.500 6.500 $2,747.91 360 1-Jan-29 $392,708.34
6628934 LITTLE SUAMICO WI 54141 SFD 7.625 6.500 $1,755.33 360 1-Oct-28 $247,275.14
6633190 CAROL STREAM IL 60188 SFD 7.250 6.500 $1,808.45 360 1-Oct-28 $264,265.26
6645006 CHESTER SPRINGS PA 19425 SFD 6.625 6.358 $2,653.45 360 1-Jan-29 $414,034.38
6668911 ARLINGTON VA 22201 SFD 6.500 6.233 $1,749.56 360 1-Dec-28 $276,298.19
6701286 YARDLEY PA 19067 SFD 7.250 6.500 $1,893.99 360 1-Jan-29 $277,423.42
6707937 PARKER CO 80134 SFD 7.000 6.500 $2,993.86 360 1-Jan-29 $449,631.14
6731940 WANDO SC 29492 SFD 7.750 6.500 $2,435.80 360 1-Jan-29 $339,760.03
6743191 BROOKFIELD WI 53045 SFD 7.375 6.500 $2,866.30 360 1-Jan-29 $414,684.22
6764702 YARDLEY PA 19067 SFD 6.750 6.483 $1,851.75 360 1-Jan-29 $284,954.19
6767827 SALISBURY MD 21801 SFD 7.250 6.500 $1,957.85 360 1-Dec-28 $286,550.87
6775407 FLOWER MOUND TX 75028 SFD 7.000 6.500 $2,195.50 360 1-Oct-28 $328,908.49
6775612 BERNARDSVILLE NJ 07920 SFD 7.000 6.500 $1,829.58 360 1-Jan-29 $274,774.59
6778702 GURNEE IL 60031 SFD 7.250 6.500 $1,984.72 360 1-Dec-28 $290,484.71
6804906 CARBONDALE CO 81623 SFD 7.250 6.500 $2,128.39 360 1-Feb-29 $312,000.00
6805437 CHESTERFIELD MO 63005 SFD 7.500 6.500 $3,807.57 360 1-Jan-29 $544,145.87
6812890 WESTMINSTER CO 80020 SFD 7.125 6.500 $2,694.87 360 1-Jan-29 $399,680.13
6817379 PITTSTOWN NJ 08867 SFD 6.375 6.108 $1,665.73 360 1-Nov-28 $265,895.24
6817729 LITTLETON CO 80126 SFD 7.500 6.500 $2,953.48 360 1-Jun-28 $419,836.62
6821097 PAYSON AZ 85541 SFD 7.000 6.500 $2,195.50 360 1-Feb-29 $330,000.00
6823792 CHESTER NJ 07930 SFD 7.250 6.500 $2,230.72 360 1-Nov-28 $326,230.08
6831734 ALPHARETTA GA 30022 PUD 7.250 6.500 $1,805.17 360 1-Jan-29 $264,413.58
6846531 LANDENBERG PA 19350 SFD 6.875 6.500 $1,932.40 360 1-Sep-28 $292,907.12
6853462 ALBUQUERQUE NM 87111 SFD 7.375 6.500 $2,320.67 360 1-Jan-29 $335,744.33
6853916 CHESTER NJ 07930 SFD 6.500 6.233 $3,499.13 360 1-Jan-29 $553,099.54
6855942 AVONDALE PA 19311 PUD 6.500 6.233 $1,991.01 360 1-Nov-28 $314,141.09
6857727 RENO NV 89511 SFD 7.375 6.500 $2,210.16 360 1-Jan-29 $319,756.51
6864325 SAN DIEGO CA 92130 PUD 7.125 6.500 $3,796.40 360 1-Jan-29 $563,049.38
6864807 MENDHAM NJ 07945 SFD 7.375 6.500 $3,626.04 360 1-Dec-28 $524,133.59
6869485 BELLA VISTA CA 96008 SFD 7.250 6.500 $1,813.63 360 1-Feb-29 $265,860.00
6871962 WOODSTOCK GA 30188 PUD 7.250 6.500 $1,755.17 360 1-Nov-28 $256,075.52
6874492 LAKE IN THE HILSS IL 60102 SFD 7.375 6.500 $2,015.04 360 1-Jan-29 $291,528.01
6881428 SAN DIEGO CA 92130 SFD 7.000 6.500 $2,631.27 360 1-Jan-29 $395,175.81
6895938 LAS FLORES AREA CA 92688 SFD 7.375 6.500 $1,938.03 360 1-Nov-28 $279,955.53
6896079 SAN DIEGO CA 92130 SFD 6.750 6.483 $2,428.03 360 1-Nov-28 $373,377.62
6901350 DOYLESTOWN PA 18901 SFD 7.500 6.500 $2,351.46 360 1-Jan-29 $336,050.42
6902257 MONUMENT CO 80132 SFD 7.125 6.500 $2,640.98 360 1-Jan-29 $391,686.52
6906723 LONG MEADOW MA 01106 SFD 7.125 6.500 $1,953.78 360 1-Jan-29 $289,768.10
6907074 TEMECULA CA 92592 SFD 7.500 6.500 $2,088.90 360 1-Jan-29 $298,528.29
6907641 EAGAN MN 55122 SFD 7.125 6.500 $2,147.81 360 1-Dec-28 $318,288.62
6909714 SAN DIEGO CA 92128 SFD 7.250 6.500 $2,157.72 360 1-Nov-28 $315,555.30
6910414 WASHINGTON TWP NJ 07853 SFD 8.000 6.500 $2,700.25 360 1-Dec-28 $367,504.52
6924180 SHOREVIEW MN 55126 SFD 7.000 6.500 $2,029.17 360 1-Dec-28 $304,498.54
6927337 DURANGO CO 81301 SFD 7.250 6.500 $2,319.40 360 1-Jan-29 $339,734.77
6927507 NICHOLS HILLS OK 73116 SFD 7.125 6.500 $1,711.24 360 1-Nov-28 $253,387.04
6936709 VILLANOVA PA 19085 PUD 6.500 6.233 $2,212.24 360 1-Nov-28 $349,045.63
6938444 BLUE BELL PA 19422 PUD 6.625 6.358 $1,856.90 360 1-Jan-29 $289,744.14
6938620 MINNETONKA MN 55345 SFD 7.625 6.500 $3,255.85 360 1-Dec-28 $459,332.02
6939091 SOUTH RIDING VA 20152 PUD 6.750 6.483 $1,880.93 360 1-Jan-29 $288,997.56
6947672 TEMECULA CA 92592 SFD 7.625 6.500 $1,917.41 360 1-Jan-29 $270,703.93
6955537 PACIFICA CA 94044 PUD 7.250 6.500 $3,351.05 360 1-Jan-29 $490,845.79
6955690 FAIRFAX STATION VA 22039 SFD 6.625 6.358 $3,027.39 360 1-Jan-29 $472,382.86
6959286 CARLSBAD CA 92009 SFD 7.125 6.500 $2,155.90 360 1-Dec-28 $319,486.68
6960222 SAN DIEGO CA 92121 SFD 6.875 6.500 $1,934.33 360 1-Jan-29 $294,202.62
6961399 SCOTTSDALE AZ 85262 SFD 7.500 6.500 $1,824.95 360 1-Nov-28 $260,276.69
6965497 SAN CLEMENTE CA 92673 SFD 7.625 6.500 $2,107.81 360 1-Dec-28 $297,345.58
6971646 SCHAUMBURG IL 60173 SFD 7.250 6.500 $2,387.62 360 1-Nov-28 $349,175.92
6971813 SAN DIEGO CA 92130 SFD 6.875 6.500 $3,617.05 360 1-Nov-28 $549,204.32
6972258 GALT CA 95632 SFD 7.000 6.500 $1,978.94 360 1-Jun-28 $295,099.81
6976742 CHASKA MN 55318 SFD 7.000 6.500 $2,421.70 360 1-Jan-29 $363,701.63
6983852 GAINESVILLE VA 20155 PUD 6.625 6.358 $1,607.18 360 1-Jan-29 $250,778.55
6987311 CHINO HILLS CA 91709 SFD 7.000 6.500 $1,858.19 360 1-Dec-28 $278,513.97
6989249 BARRINGTON IL 60010 SFD 7.125 6.500 $1,743.58 360 1-Dec-28 $258,384.87
7004840 HARWICH MA 02645 SFD 7.875 6.500 $2,212.15 360 1-Jan-29 $304,885.04
7016972 SAN DIEGO CA 92130 SFD 7.250 6.500 $1,875.98 360 1-Dec-28 $274,569.66
7029684 HERNDON VA 20171 SFD 6.625 6.358 $2,433.18 360 1-Jan-29 $379,664.74
7035430 SAN DIEGO CA 92121 PUD 7.125 6.500 $1,915.72 360 1-Jan-29 $284,122.61
7042703 WHITE PLAINS NY 10605 SFD 7.125 6.500 $2,021.16 360 1-Dec-28 $299,518.76
7046628 ELLICOTT CITY MD 21043 PUD 7.125 6.500 $1,746.95 360 1-Jan-29 $259,092.64
7047108 EAST HAMPTON NY 11937 SFD 7.125 6.500 $4,042.31 360 1-Nov-28 $598,552.01
7047549 FAIRFAX STATION VA 22039 SFD 6.500 6.233 $3,343.32 360 1-Jan-29 $528,471.83
7047685 LONGMONT CO 80503 SFD 7.000 6.500 $1,995.91 360 1-Jan-29 $299,754.09
7057305 ALISO VIEJO CA 92656 SFD 7.250 6.500 $3,450.11 360 1-Oct-28 $499,450.77
7059369 CAMARILLO CA 93010 SFD 6.875 6.500 $1,902.14 360 1-Jan-29 $289,306.74
7061858 ROCKVILLE MD 20850 SFD 7.375 6.500 $2,447.06 360 1-Jan-29 $354,030.41
7070564 WESTMINSTER CO 80030 SFD 7.250 6.500 $2,721.75 360 1-Jan-29 $398,668.75
7070938 MESA AZ 85207 SFD 7.000 6.500 $1,852.20 360 1-Dec-28 $277,340.81
7072635 VERNON HILLS IL 60061 SFD 7.125 6.500 $1,816.26 360 1-Jan-29 $269,371.41
7073773 ALISO VIEJO CA 92656 SFD 6.750 6.483 $2,518.51 360 1-Jan-29 $387,965.68
7079665 CINCINNATI OH 45208 SFD 7.500 6.500 $2,202.53 360 1-Dec-28 $314,530.98
7079928 AVALON NJ 08202 SFD 7.125 6.500 $3,665.03 360 1-Nov-28 $542,687.15
7084291 CHANDLER AZ 85224 SFD 7.375 6.500 $2,247.11 360 1-Jan-29 $325,102.44
7086194 WALNUT CREEK CA 94598 SFD 7.250 6.500 $2,019.24 360 1-Dec-28 $295,536.79
7096091 RANCHO SANTA MARG CA 92688 PUD 7.000 6.500 $1,659.00 360 1-Dec-28 $248,950.01
7099390 ALBUQUERQUE NM 87111 SFD 7.500 6.500 $10,488.22 360 1-Oct-28 $1,495,505.
7099475 GILROY CA 95020 SFD 6.750 6.483 $2,166.78 360 1-Jan-29 $333,684.16
7104816 LAKE OSWEGO OR 97305 PUD 7.250 6.500 $1,647.46 360 1-Dec-28 $241,122.05
7105783 OAKLAND CA 94610 HCO 7.000 6.500 $2,378.06 360 1-Jan-29 $357,147.01
7107857 RENO NV 89509 SFD 7.500 6.500 $1,826.70 360 1-Jan-29 $260,865.07
7108113 IRVINE CA 92602 SFD 7.375 6.500 $1,756.73 360 1-Jan-29 $254,156.46
7111705 SAN DIEGO CA 92130 SFD 6.875 6.500 $2,135.02 360 1-Nov-28 $324,176.17
7112567 OWINGS MILLS MD 21117 SFD 7.250 6.500 $1,846.99 360 1-Jan-29 $270,538.79
7112576 GERMANTOWN MD 20876 PUD 6.875 6.500 $1,882.76 360 1-Jan-29 $286,359.22
7113869 NOVATO CA 94949 SFD 7.125 6.500 $2,283.91 360 1-Jan-29 $338,728.90
7121384 SAN DIEGO CA 92131 PUD 7.250 6.500 $2,902.32 360 1-Jan-29 $425,118.11
7130628 SANTA ANA CA 92705 SFD 7.250 6.500 $2,686.07 360 1-Dec-28 $393,133.82
7131278 NEWPORT BEACH CA 92660 SFD 6.750 6.483 $2,270.09 360 1-Jan-29 $349,698.66
7134333 OCEAN CITY NJ 08226 SFD 6.750 6.483 $1,945.79 360 1-Nov-28 $299,220.77
7139403 IRVINE CA 92602 SFD 7.000 6.500 $1,777.18 360 1-Jan-29 $266,905.04
7139732 SANTA CLARITA CA 91350 SFD 7.125 6.500 $1,898.20 360 1-Jan-29 $281,524.69
7142254 TUSTIN CA 92782 SFD 6.875 6.500 $1,891.90 360 1-Jan-29 $287,750.05
7142736 MONTVALE NJ 07645 SFD 6.875 6.500 $3,100.70 360 1-Nov-28 $468,700.82
7143037 PEACHTREE CITY GA 30269 PUD 7.125 6.500 $1,765.14 360 1-Jan-29 $261,790.49
7146302 FREMONT CA 94536 SFD 6.875 6.500 $1,745.46 360 1-Jan-29 $265,476.78
7148802 DE PERE WI 54115 SFD 7.625 6.500 $1,811.95 360 1-Jan-29 $255,814.72
7150399 FREMONT CA 94536 SFD 7.375 6.500 $1,828.84 360 1-Jan-29 $264,588.52
7153575 TRABUCO CANYON CA 92679 SFD 6.750 6.483 $2,074.02 360 1-Jan-29 $319,494.69
7161144 SIMI VALLEY CA 93065 SFD 7.250 6.500 $2,063.71 360 1-Jan-29 $302,283.01
7162850 EDINA MN 55424 SFD 7.250 6.500 $2,319.40 360 1-Sep-28 $338,657.71
7164681 TRABUCO CANYON CA 92679 SFD 6.875 6.500 $2,266.40 360 1-Jan-29 $344,710.16
7165433 CARLSBAD CA 92009 SFD 7.125 6.500 $2,399.79 360 1-Dec-28 $355,628.61
7167599 GERMANTOWN MD 20876 PUD 6.500 6.233 $2,033.68 360 1-Jan-29 $321,459.13
7175891 LAKE HIAWATHA NJ 07034 SFD 7.750 6.500 $1,973.72 360 1-Nov-28 $274,912.87
7177765 WEST DES MOINES IA 50265 SFD 7.000 6.500 $1,885.97 360 1-Nov-28 $282,773.83
7180103 UNION CITY CA 94587 SFD 7.500 6.500 $2,211.97 360 1-Jan-29 $316,115.19
7181144 BENICIA CA 94510 SFD 7.250 6.500 $2,079.96 360 1-Dec-28 $304,422.85
7182087 UNION CITY CA 94587 SFD 7.125 6.500 $1,865.86 360 1-Jan-29 $276,728.53
7192926 NORTH OAKS MN 55127 SFD 7.625 6.500 $3,340.08 360 1-Jan-29 $471,558.45
7194357 GLEN ELLYN IL 60137 SFD 7.125 6.500 $1,879.00 360 1-Nov-28 $278,226.92
7198735 CHICAGO IL 60610 LCO 7.375 6.500 $2,538.23 360 1-Dec-28 $364,980.52
7199991 PARK CITY UT 84098 SFD 7.375 6.500 $3,784.90 360 1-Feb-29 $548,000.00
7202034 PLAINVIEW NY 11803 SFD 7.125 6.500 $1,724.72 360 1-Jan-29 $255,795.28
7205015 SUGARLAND TX 77479 PUD 7.500 6.500 $2,069.67 360 1-Dec-28 $295,559.29
7206347 NEW ALBANY OH 43054 SFD 7.375 6.500 $2,417.36 360 1-Dec-28 $349,465.72
7207431 WATERVILLE VALLEY NH 03215 SFD 7.375 6.500 $1,795.76 360 1-Dec-28 $259,603.10
7209579 IRVINE CA 92606 SFD 7.250 6.500 $2,920.21 360 1-Jan-29 $427,739.06
7210980 UNION CITY CA 94587 SFD 6.750 6.483 $1,933.39 360 1-Jan-29 $297,831.36
7211812 BELLE MEAD NJ 08502 SFD 6.750 6.483 $1,865.37 360 1-Nov-28 $286,852.96
7212352 PHOENIX AZ 85048 PUD 7.250 6.500 $1,855.52 360 1-Feb-29 $272,000.00
7213484 LAS VEGAS NV 89113 SFD 6.875 6.500 $5,005.80 360 1-Nov-28 $760,068.46
7214185 SAN FRANCISCO CA 94109 LCO 7.375 6.500 $2,237.79 360 1-Dec-28 $323,505.40
7215084 HUDSON OH 44236 SFD 7.125 6.500 $1,724.72 360 1-Jan-29 $255,795.28
7218385 COTO DE CAZA CA 92679 SFD 7.000 6.500 $2,461.29 360 1-Dec-28 $369,341.73
7224973 SAN DIEGO CA 92130 PUD 6.875 6.500 $2,356.40 360 1-Nov-28 $357,790.77
7225431 SAN JOSE CA 95111 SFD 7.125 6.500 $1,789.18 360 1-Jan-29 $265,355.63
7226275 IRVINE CA 92602 SFD 6.750 6.483 $1,997.68 360 1-Dec-28 $307,468.15
7227334 SNOWMASS VILLAGE CO 81615 SFD 7.125 6.500 $3,819.98 360 1-Nov-28 $565,631.65
7227421 MOORESTOWN NJ 08057 SFD 7.250 6.500 $2,237.54 360 1-Nov-28 $327,227.74
7228356 CASTLE ROCK CO 80104 SFD 7.375 6.500 $2,279.23 360 1-Jan-29 $329,748.89
7228805 GREENWOOD VILLAGE CO 80121 PUD 6.875 6.500 $2,552.50 360 1-Nov-28 $385,954.19
7231807 MANITOU SPRINGS CO 80829 SFD 7.625 6.500 $1,868.58 360 1-Oct-28 $263,228.36
7232363 COLFAX WI 54730 SFD 7.000 6.500 $2,621.29 360 1-Dec-28 $393,352.20
7232689 UNION CITY CA 94587 SFD 7.125 6.500 $2,039.37 360 1-Jan-29 $302,461.94
7237151 SAN ANSELMO CA 94960 SFD 7.250 6.500 $2,524.05 360 1-Nov-28 $369,128.86
7239594 SAN FRANCISCO CA 94109 HCO 7.250 6.500 $3,069.79 360 1-Dec-28 $449,295.80
7239896 ALAMO CA 94507 SFD 7.500 6.500 $2,959.08 360 1-Jan-29 $422,885.92
7242201 NORTH ANDOVER MA 01845 SFD 7.250 6.500 $1,739.55 360 1-Nov-28 $254,399.61
7245510 NEW LENNOX IL 60451 SFD 7.000 6.500 $1,616.69 360 1-Nov-28 $242,398.94
7247112 FRANKLIN VILLAGE MI 48085 SFD 7.125 6.500 $2,347.91 360 1-Nov-28 $346,026.70
7247382 SAN JOSE CA 95124 SFD 6.875 6.500 $2,210.57 360 1-Jan-29 $336,217.29
7248663 BERWYN PA 19312 SFD 7.000 6.500 $4,081.65 300 1-Nov-23 $575,348.78
7251303 CORTE MADERA CA 94925 SFD 7.250 6.500 $3,738.33 360 1-Jan-29 $547,572.50
7258175 GREEN BAY WI 54313 SFD 7.375 6.500 $2,078.93 360 1-Nov-28 $299,862.45
7264354 MINNETONKA MN 55305 SFD 7.375 6.500 $2,298.57 360 1-Dec-28 $332,291.97
7271710 DEMAREST NJ 07627 SFD 7.250 6.500 $2,824.21 360 1-Jan-29 $413,677.04
7276321 EDEN PRAIRIE MN 55347 SFD 7.000 6.500 $2,195.50 360 1-Nov-28 $329,183.75
7277269 WHITEFISH BAY WI 53217 SFD 7.500 6.500 $2,377.33 360 1-Jan-29 $339,747.67
7280094 TUSTIN CA 92782 PUD 7.000 6.500 $3,502.49 360 1-Jan-29 $526,018.47
7280344 SAN CARLOS CA 94070 SFD 7.500 6.500 $2,223.50 360 1-Jan-29 $315,764.00
7282765 PRIOR LAKE MN 55372 SFD 6.875 6.500 $2,667.13 360 1-Nov-28 $404,970.86
7284475 GOLDEN CO 80401 SFD 7.375 6.500 $2,479.52 360 1-Jan-29 $358,726.83
7285795 LUTHERVILLE MD 21093 SFD 7.250 6.500 $2,046.53 360 1-Feb-29 $300,000.00
7286873 BENICIA CA 94510 SFD 7.375 6.500 $2,130.39 360 1-Jan-29 $308,215.29
7290129 HIGH POINT NC 27265 SFD 6.750 6.483 $2,724.11 360 1-Jan-29 $419,638.39
7293029 CORONADO CA 92118 SFD 7.250 6.500 $2,633.20 360 1-Jan-29 $385,698.88
7293360 ALBUQUERQUE NM 87122 SFD 7.250 6.500 $1,753.19 360 1-Nov-28 $256,394.92
7293593 WOODINVILLE WA 98072 PUD 7.750 6.500 $2,005.90 360 1-Jan-29 $279,795.39
7295396 SANTA CLARITA CA 91351 PUD 7.000 6.500 $1,614.36 360 1-Dec-28 $242,250.25
7295442 MISSOULA MT 59801 SFD 7.250 6.500 $2,128.39 360 1-Jan-29 $311,756.61
7295817 BENICIA CA 94510 SFD 7.375 6.500 $2,348.30 360 1-Dec-28 $339,480.97
7297393 SAN JOSE CA 95135 SFD 7.375 6.500 $2,686.73 360 1-Jan-29 $388,704.00
7301543 BUENA PARK CA 90620 SFD 7.000 6.500 $2,029.84 360 1-Jan-29 $304,849.91
7302177 MALIBU CA 90265 SFD 6.875 6.500 $2,778.81 360 1-Nov-28 $421,927.76
7302461 ASPEN CO 81611 SFD 7.375 6.500 $1,726.69 360 1-Feb-29 $250,000.00
7309493 SIMI VALLEY CA 93065 SFD 6.875 6.500 $2,282.30 360 1-Jan-29 $347,128.13
7311311 BILLINGS MT 59106 SFD 7.375 6.500 $2,697.78 360 1-Nov-28 $389,702.86
7312129 THOUSAND OAKS CA 91361 SFD 6.875 6.500 $4,069.67 360 1-Jan-29 $618,979.55
7312999 FALLBROOK CA 92028 SFD 7.750 6.500 $2,120.58 360 1-Jan-29 $295,791.09
7314120 HAPPY VALLEY OR 97236 SFD 7.375 6.500 $1,802.66 360 1-Jan-29 $260,801.40
7314320 HALF MOON BAY CA 94019 SFD 7.375 6.500 $4,371.97 360 1-Jan-29 $632,518.34
7314331 CORONADO CA 92118 SFD 7.500 6.500 $5,139.23 360 1-Jan-29 $734,454.52
7315915 NEWPORT BEACH CA 92660 SFD 6.875 6.500 $4,270.04 360 1-Dec-28 $648,904.71
7316804 SAN JOSE CA 95123 SFD 6.750 6.483 $2,724.76 360 1-Jan-29 $419,738.30
7318369 MOORPARK CA 93021 SFD 7.000 6.500 $1,849.54 360 1-Jan-29 $277,772.13
7318598 SAN DIEGO CA 92131 SFD 7.000 6.500 $2,003.89 360 1-Jan-29 $300,953.11
7319770 CALABASAS CA 91302 SFD 7.000 6.500 $3,572.67 360 1-Dec-28 $536,117.09
7321238 PARK RIDGE IL 60068 SFD 7.000 6.500 $2,707.78 360 1-Dec-28 $406,330.83
7321270 DUXBURY MA 02332 PUD 6.625 6.358 $2,881.40 360 1-Dec-28 $449,203.75
7321692 KIRKLAND WA 98033 LCO 7.375 6.500 $1,677.65 360 1-Feb-29 $242,900.00
7323825 LITTLETON CO 80111 SFD 7.375 6.500 $2,107.25 360 1-Nov-28 $304,399.24
7324640 SAN JOSE CA 95125 SFD 7.375 6.500 $2,762.70 360 1-Dec-28 $398,647.56
7325256 HOLMDEL NJ 07733 SFD 6.750 6.483 $3,210.56 360 1-Jan-29 $494,573.82
7327202 ASPEN CO 81611 SFD 7.125 6.500 $6,467.70 360 1-Dec-28 $958,460.04
7327503 DELRAY BEACH FL 33446 PUD 7.125 6.500 $2,463.11 360 1-Jan-29 $365,307.64
7328644 SYRACUSE IN 46567 SFD 7.750 6.500 $1,998.79 360 1-Nov-28 $278,405.42
7328941 DANVILLE VA 24541 SFD 6.875 6.500 $1,937.94 360 1-Jan-29 $294,752.16
7331203 SAN DIEGO CA 92129 SFD 7.500 6.500 $2,123.86 360 1-Nov-28 $303,069.50
7335886 SUISUN CA 94585 SFD 7.000 6.500 $2,022.52 360 1-Jan-29 $303,750.81
7337186 NATICK MA 01760 SFD 7.000 6.500 $1,649.95 360 1-Dec-28 $247,592.25
7338325 CALABASAS CA 91302 SFD 7.375 6.500 $2,161.81 360 1-Jan-29 $312,761.84
7338569 WAUKEE IA 50325 SFD 7.125 6.500 $1,925.15 360 1-Dec-28 $285,291.62
7339010 CHANDLER AZ 85225 SFD 7.375 6.500 $1,969.11 360 1-Dec-28 $284,460.61
7339485 LAWNDALE CA 90260 SFD 7.125 6.500 $1,684.30 360 1-Jan-29 $249,800.08
7340607 LEXINGTON MA 02420 SFD 7.375 6.500 $2,541.68 360 1-Jan-29 $367,719.99
7341238 CRYSTAL LAKE IL 60014 SFD 7.125 6.500 $1,778.62 360 1-Nov-28 $263,362.88
7341460 DOYLESTOWN PA 18901 SFD 7.375 6.500 $1,671.43 360 1-Jan-29 $241,815.86
7341853 SEATTLE WA 98116 LCO 7.250 6.500 $1,930.56 360 1-Jan-29 $282,779.23
7342952 SAN RAFAEL CA 94901 SFD 7.125 6.500 $2,398.44 360 1-Jan-29 $355,715.31
7343002 SAN JOSE CA 95136 SFD 7.125 6.500 $1,792.09 360 1-Jan-29 $265,787.29
7343104 PHOENIX AZ 85021 SFD 7.125 6.500 $2,085.83 360 1-Jan-29 $306,952.42
7343146 SCOTTSDALE AZ 85259 PUD 7.000 6.500 $2,741.05 360 1-Jan-29 $411,662.28
7343890 AURORA CO 80015 PUD 7.125 6.500 $1,718.25 360 1-Feb-29 $255,040.00
7344010 ASPEN CO 81611 SFD 7.250 6.500 $6,344.24 360 1-Jan-29 $929,274.51
7344084 DANVILLE CA 94526 SFD 7.250 6.500 $1,937.38 360 1-Jan-29 $283,778.45
7344520 CARMICHAEL CA 95608 SFD 7.375 6.500 $2,170.33 360 1-Dec-28 $313,753.31
7345627 WOODWAY WA 98020 SFD 7.125 6.500 $2,102.68 360 1-Jan-29 $311,850.41
7348862 BRISBANE CA 94005 LCO 7.250 6.500 $2,168.98 360 1-Jan-29 $317,701.97
7349013 NEWPORT COAST CA 92657 SFD 7.000 6.500 $2,062.44 360 1-Dec-28 $309,489.86
7349880 PLEASANTON CA 94566 PUD 7.125 6.500 $3,489.86 360 1-Nov-28 $516,729.45
7350135 PARK RIDGE IL 60068 SFD 7.375 6.500 $2,279.23 360 1-Jan-29 $329,748.89
7351246 MIDDLETOWN NY 10940 SFD 7.750 6.500 $2,770.37 360 1-Dec-28 $386,152.37
7352166 CAMARILLO CA 93010 PUD 6.625 6.358 $1,587.97 360 1-Jan-29 $247,781.20
7352360 SWAMPSCOTT MA 01907 SFD 6.875 6.500 $2,266.40 360 1-Dec-28 $344,418.66
7352695 DENVILLE NJ 07834 SFD 7.625 6.500 $1,955.28 360 1-Jan-29 $276,050.06
7352783 CLAYTON MO 63105 PUD 7.000 6.500 $2,189.51 360 1-Dec-28 $328,558.91
7354336 BELLEVUE WA 98005 SFD 7.000 6.500 $2,162.23 360 1-Dec-28 $323,622.99
7354722 SAN RAMON CA 94583 PUD 6.750 6.483 $2,043.08 360 1-Dec-28 $314,456.07
7355362 NEWTON MA 02160 SFD 7.000 6.500 $1,789.00 360 1-Nov-28 $267,226.11
7355765 NEEDHAM MA 02192 SFD 6.750 6.483 $1,945.79 360 1-Nov-28 $299,220.77
7356057 SHORT HILLS NJ 07078 SFD 6.875 6.500 $3,284.64 360 1-Dec-28 $499,157.48
7356265 DAYTON MN 55374 SFD 6.875 6.500 $2,824.79 360 1-Nov-28 $428,910.03
7356307 MATTAPOISETT MA 02739 SFD 7.000 6.500 $1,896.11 360 1-Dec-28 $284,531.42
7356437 CHARLOTTE NC 28207 SFD 6.875 6.500 $2,575.16 360 1-Jan-29 $391,670.67
7356731 NEWPORT BEACH CA 92660 SFD 7.125 6.500 $1,798.83 360 1-Dec-28 $266,442.61
7357558 KINGSTON MA 02364 SFD 7.250 6.500 $1,650.87 360 1-Dec-28 $241,621.28
7357934 SAN JOSE CA 95135 LCO 7.250 6.500 $1,807.77 360 1-Jan-29 $264,793.27
7359641 BROOKLYN NY 11210 SFD 7.125 6.500 $2,829.62 360 1-Dec-28 $419,326.27
7360849 COTO DE CAZA CA 92679 SFD 6.875 6.500 $1,905.09 360 1-Jan-29 $289,756.37
7360964 VAN NUYS CA 91411 SFD 7.500 6.500 $1,936.82 360 1-Nov-28 $275,848.12
7361147 MONTEREY CA 93940 SFD 6.875 6.500 $3,061.29 360 1-Jan-29 $465,608.50
7361458 COTUIT MA 02635 SFD 6.750 6.483 $1,731.76 360 1-Dec-28 $266,538.94
7362451 FREMONT CA 94538 SFD 7.500 6.500 $1,982.27 360 1-Jan-29 $283,289.61
7363389 NEWPORT BEACH CA 92625 SFD 6.750 6.483 $5,513.08 360 1-Dec-28 $848,532.22
7363522 SHERBORN MA 01770 SFD 7.500 6.500 $2,027.72 360 1-Dec-28 $289,568.21
7363866 HIDDEN HILLS CA 91302 SFD 7.000 6.500 $4,756.91 360 1-Dec-28 $713,824.42
7363916 LAGUNA BEACH CA 92651 SFD 7.125 6.500 $6,737.19 360 1-Dec-28 $998,395.87
7364390 ROWLEY MA 01969 SFD 7.500 6.500 $1,857.11 360 1-Jan-29 $265,402.89
7364452 COLUMBUS OH 43221 SFD 7.250 6.500 $1,773.66 360 1-Jan-29 $259,797.17
7364811 CHARLOTTE NC 28207 SFD 7.125 6.500 $3,341.64 360 1-Dec-28 $495,204.36
7364826 SHOREWOOD MN 55364 SFD 7.125 6.500 $2,240.96 360 1-Dec-28 $332,091.42
7366452 MARINA DEL REY CA 90292 SFD 6.750 6.483 $3,826.73 360 1-Jan-29 $589,492.02
7366956 UNION CITY CA 94587 SFD 6.750 6.483 $1,919.25 360 1-Dec-28 $295,397.03
7367654 VISTA CA 92084 SFD 7.000 6.500 $1,684.21 360 1-Jan-29 $252,942.50
7368023 SAN FRANCISCO CA 94122 SFD 7.250 6.500 $1,989.23 360 1-Jan-29 $291,372.52
7371431 CEDAR GROVE NJ 07009 SFD 7.125 6.500 $3,665.03 360 1-Dec-28 $543,127.36
7372662 WALTHAM MA 02452 LCO 7.625 6.500 $1,981.82 360 1-Dec-28 $279,593.41
7375623 REDMOND WA 98053 PUD 7.375 6.500 $5,995.06 360 1-Jan-29 $867,339.52
7375632 TUSTIN CA 92782 SFD 7.125 6.500 $3,593.28 360 1-Jan-29 $532,923.39
7375733 TUSTIN CA 92782 SFD 7.125 6.500 $2,304.12 360 1-Dec-28 $341,451.39
7376211 RED WING MN 55066 SFD 7.500 6.500 $1,783.00 360 1-Jan-29 $254,810.75
7376698 ALTADENA CA 91001 SFD 7.375 6.500 $2,458.80 360 1-Jan-29 $355,729.12
7376984 MONTCLAIR NJ 07042 SFD 7.625 6.500 $4,218.45 360 1-Jan-29 $595,568.63
7377331 VIRGINIA BEACH VA 23451 SFD 6.875 6.500 $1,957.65 360 1-Dec-28 $297,497.85
7377459 GLENDALE CA 91203 SFD 7.000 6.500 $1,717.81 360 1-Jan-29 $257,988.36
7378246 LOS ANGELES CA 91403 SFD 7.500 6.500 $2,231.19 360 1-Jan-29 $318,863.19
7378977 LAKESIDE PARK KY 41017 SFD 7.375 6.500 $2,027.48 360 1-Jan-29 $293,326.63
7380257 WESTMINSTER CO 80030 SFD 7.375 6.500 $1,787.81 360 1-Nov-28 $258,255.48
7381383 REDMOND WA 98052 SFD 7.125 6.500 $2,290.64 360 1-Jan-29 $339,728.11
7382585 MASON MI 48854 SFD 7.375 6.500 $2,486.43 360 1-Dec-28 $359,450.46
7384349 SAN JOSE CA 95112 SFD 7.000 6.500 $1,826.26 360 1-Jan-29 $274,274.99
7384957 PASADENA CA 91107 SFD 7.125 6.500 $2,048.10 360 1-Dec-28 $303,512.36
7385538 PUKALANI HI 96768 SFD 6.875 6.500 $2,391.22 360 1-Dec-28 $362,681.75
7386419 SAN DIEGO CA 92130 SFD 7.125 6.500 $2,088.53 360 1-Jan-29 $309,752.10
7386552 AVALON NJ 08202 SFD 7.625 6.500 $1,946.43 360 1-Nov-28 $274,399.10
7386796 HONOLULU HI 96825 SFD 6.625 6.358 $3,841.87 360 1-Jan-29 $598,675.97
7388560 SAUSALITO CA 94965 SFD 7.250 6.500 $4,434.15 360 1-Jan-29 $649,492.93
7390321 LOS ALTOS HILLS CA 94022 SFD 7.625 6.500 $6,370.14 360 1-Jan-29 $899,348.61
7391471 GROVER BEACH CA 93433 SFD 7.375 6.500 $1,734.73 360 1-Jan-29 $250,928.86
7391885 GLENDORA CA 91741 SFD 7.375 6.500 $2,403.55 360 1-Jan-29 $347,735.20
7392048 SALINAS CA 93907 SFD 6.750 6.483 $1,984.71 360 1-Jan-29 $305,736.54
7392519 AVALON NJ 08202 SFD 7.000 6.500 $2,661.21 360 1-Jan-29 $399,672.12
7393134 SUNNYVALE CA 94086 SFD 7.000 6.500 $3,007.17 360 1-Feb-29 $452,000.00
7393548 PALM SPRINGS CA 92262 SFD 7.000 6.500 $2,554.76 360 1-Jan-29 $383,685.24
7393656 LOS ALTOS CA 94022 SFD 7.125 6.500 $1,987.47 360 1-Jan-29 $294,751.56
7394045 ELBURN IL 60119 SFD 7.000 6.500 $2,827.54 360 1-Jan-29 $424,651.63
7395711 EDMOND OK 73003 PUD 7.375 6.500 $2,244.69 360 1-Jan-29 $324,752.71
7395888 HANA HI 96713 SFD 5.625 5.358 $2,694.07 360 1-Dec-28 $465,657.08
7397222 BALD HEAD ISLAND NC 28461 SFD 6.875 6.500 $2,310.75 360 1-Jan-29 $351,454.48
7397838 LEXINGTON KY 40513 SFD 5.625 5.358 $1,726.97 360 1-Nov-28 $299,033.33
7398166 ATHENS GA 30606 SFD 7.750 6.500 $1,973.04 360 1-Jan-29 $275,210.62
7398837 PARADISE VALLEY AZ 85253 PUD 7.375 6.500 $3,108.04 360 1-Jan-29 $449,657.58
7399226 LOS ANGELES CA 90056 SFD 7.500 6.500 $3,216.39 360 1-Jan-29 $459,475.00
7399654 SANTA CLARA CA 95054 SFD 7.000 6.500 $1,942.68 360 1-Jan-29 $291,760.65
7400820 FREEHOLD TWP NJ 07728 SFD 7.000 6.500 $3,163.22 240 1-Jan-19 $407,216.78
7401511 STEVENSON RANCH CA 91381 SFD 7.125 6.500 $1,643.87 360 1-Dec-28 $243,608.60
7403998 AUGUSTA GA 30909 SFD 7.750 6.500 $1,805.00 360 1-Nov-28 $251,413.08
7404054 MILFORD MI 48382 LCO 8.000 6.500 $3,299.74 360 1-Jan-29 $449,395.22
7404603 SANTA ANA CA 92705 SFD 6.875 6.500 $6,253.96 360 1-Jan-29 $951,200.21
7405345 AVON CT 06001 SFD 6.625 6.358 $2,510.02 360 1-Jan-29 $391,654.15
7405925 HILLSBOROUGH CA 94010 SFD 7.250 6.500 $6,821.76 360 1-Dec-28 $998,435.10
7405946 SEATTLE WA 98126 LCO 7.500 6.500 $2,674.50 360 1-Dec-28 $381,930.48
7406625 BAYSIDE NY 11360 SFD 7.250 6.500 $3,083.44 360 1-Feb-29 $452,000.00
7408457 NOVATO CA 94947 SFD 7.125 6.500 $1,987.47 360 1-Jan-29 $294,764.09
7408842 JENKS OK 74037 PUD 6.750 6.483 $1,950.15 360 1-Jan-29 $300,413.13
7409963 ORONO MN 55364 SFD 7.500 6.500 $2,327.75 360 1-Dec-28 $332,414.33
7411567 SAN FRANCISCO CA 94109 LCO 6.875 6.500 $3,284.64 360 1-Dec-28 $499,157.48
7412733 REDMOND WA 98053 PUD 7.375 6.500 $2,007.79 360 1-Jan-29 $290,478.80
7414073 SAN JOSE CA 95120 SFD 7.375 6.500 $2,417.36 360 1-Jan-29 $349,733.68
7414450 LITTLETON CO 80127 PUD 7.500 6.500 $2,359.85 360 1-Jan-29 $337,249.53
7414604 SCOTTSDALE AZ 85262 PUD 7.500 6.500 $1,817.96 360 1-Jan-29 $259,807.04
7415413 AITKIN MN 56432 SFD 7.375 6.500 $1,864.82 360 1-Jan-29 $269,794.55
7416476 YERINGTON NV 89447 SFD 7.625 6.500 $4,876.70 360 1-Jan-29 $688,501.32
7417045 SAN JOSE CA 95135 SFD 7.750 6.500 $3,180.87 360 1-Dec-28 $443,371.24
7418435 SANTEE CA 92071 SFD 7.875 6.500 $1,805.42 360 1-Dec-28 $248,656.16
7418526 WESTWOOD NJ 07675 SFD 7.250 6.500 $2,265.51 360 1-Feb-29 $332,100.00
7420336 HOLLISTER CA 95023 SFD 6.875 6.500 $2,839.57 360 1-Jan-29 $431,886.86
7420752 ALBUQUERQUE NM 87122 SFD 7.250 6.500 $2,728.71 360 1-Jan-29 $399,687.96
7422129 SAN FRANCISCO CA 94109 LCO 7.125 6.500 $2,414.61 360 1-Jan-29 $358,113.39
7423128 OMAHA NE 68164 SFD 7.750 6.500 $4,008.33 360 1-Jan-29 $559,105.11
7423163 SALT LAKE CITY UT 84108 SFD 7.375 6.500 $1,809.57 360 1-Dec-28 $261,600.05
7424836 SUNNYVALE CA 94087 SFD 7.250 6.500 $2,210.25 360 1-Jan-29 $322,997.25
7425542 REDWOOD CITY CA 94061 MF2 7.750 6.500 $2,328.34 360 1-Dec-28 $324,539.76
7425722 VANCOUVER WA 98683 SFD 7.000 6.500 $3,991.82 360 1-Jan-29 $599,508.18
7425878 WASHINGTON DC 20015 SFD 7.250 6.500 $2,728.71 360 1-Jan-29 $399,687.96
7426719 ARROYO GRANDE CA 93420 PUD 7.250 6.500 $1,910.09 360 1-Jan-29 $279,781.58
7427222 SANTA ROSA CA 95403 SFD 7.375 6.500 $2,762.70 360 1-Jan-29 $399,695.63
7428116 MCLEAN VA 22102 SFD 7.000 6.500 $1,979.27 360 1-Jan-29 $297,256.15
7429252 CUPERTINO CA 95014 SFD 7.250 6.500 $2,783.28 360 1-Jan-29 $407,681.72
7429430 IRVINE CA 92620 PUD 7.250 6.500 $1,795.43 360 1-Jan-29 $262,986.69
7429543 NOVATO CA 94947 SFD 7.375 6.500 $2,413.91 360 1-Jan-29 $349,234.06
7429664 MARLBORO MA 01581 SFD 7.250 6.500 $2,031.27 240 1-Jan-19 $256,521.44
7429990 WALTON KY 41094 PUD 7.625 6.500 $1,823.28 360 1-Jan-29 $257,413.55
7430264 REDMOND WA 98053 SFD 7.375 6.500 $2,451.90 360 1-Jan-29 $354,447.23
7430879 HOWARD BEACH NY 11414 SFD 7.500 6.500 $2,059.19 360 1-Jan-29 $294,281.44
7430907 NAPERVILLE IL 60564 SFD 7.250 6.500 $2,660.49 360 1-Jan-29 $389,695.76
7431165 SAN DIEGO CA 92131 SFD 7.000 6.500 $2,763.00 360 1-Dec-28 $414,617.18
7431760 REDMOND WA 98053 PUD 7.250 6.500 $2,387.62 360 1-Jan-29 $349,726.96
7433221 AVALON NJ 08202 SFD 7.375 6.500 $2,624.57 360 1-Feb-29 $380,000.00
7437132 AMBLER PA 19067 SFD 6.625 6.358 $1,792.87 360 1-Jan-29 $279,752.96
7437743 PHOENIX AZ 85045 PUD 7.375 6.500 $1,961.17 360 1-Dec-28 $283,516.55
7439022 LOS ANGELES CA 90068 SFD 6.875 6.500 $2,853.70 360 1-Dec-28 $433,668.01
7439424 CUPERTINO CA 95014 SFD 7.000 6.500 $2,281.99 360 1-Jan-29 $342,718.84
7439484 SUMNER WA 98390 PUD 6.875 6.500 $1,855.82 360 1-Jan-29 $282,262.67
7439551 SURF CITY NJ 07076 SFD 7.500 6.500 $2,167.56 360 1-Feb-29 $310,000.00
7440401 HINGHAM MA 02043 SFD 7.875 6.500 $2,544.99 360 1-Feb-29 $351,000.00
7440469 SCHAUMBURG IL 60173 PUD 7.000 6.500 $2,128.97 360 1-Jan-29 $319,737.70
7441077 RANCHO SANTA CA 92688 SFD 6.625 6.358 $1,856.90 360 1-Dec-28 $289,486.87
7441253 WALNUT CREEK CA 94596 SFD 7.125 6.500 $1,724.72 360 1-Jan-29 $255,795.28
7442083 FALLBROOK CA 92028 SFD 7.000 6.500 $1,809.62 360 1-Jan-29 $271,777.05
7442334 SAN ANSELMO CA 94960 SFD 7.375 6.500 $1,795.76 360 1-Jan-29 $259,802.16
7442829 CAMBRIA CA 93428 SFD 6.625 6.358 $4,130.01 360 1-Jan-29 $644,430.93
7442836 HUDSON WI 54016 SFD 8.125 6.500 $2,517.07 360 1-Jan-29 $338,778.24
7442844 GERMANTOWN MD 20876 PUD 7.000 6.500 $1,636.64 360 1-Dec-28 $245,595.54
7445603 PEBBLE BEACH CA 93953 SFD 7.250 6.500 $3,274.45 360 1-Jan-29 $479,625.55
7446571 STEAMBOAT SPRINGS CO 80477 PUD 7.375 6.500 $2,514.06 360 1-Jan-29 $363,723.02
7446940 ORANGE BEACH AL 36561 SFD 7.250 6.500 $2,338.72 240 1-Jan-19 $295,349.01
7447174 LOS ANGELES CA 90049 SFD 6.875 6.500 $3,521.14 360 1-Feb-29 $536,000.00
7447223 OAKTON VA 22124 SFD 7.250 6.500 $1,954.44 360 1-Dec-28 $286,051.65
7448198 GAMBRILLS MD 21054 SFD 7.375 6.500 $2,210.16 360 1-Dec-28 $319,511.52
7449330 SIMI VALLEY CA 93065 SFD 7.000 6.500 $1,931.89 360 1-Jan-29 $290,138.98
7450097 WILSONVILLE OR 97070 PUD 7.375 6.500 $1,726.69 360 1-Feb-29 $250,000.00
7451333 DANA POINT CA 92629 SFD 6.000 5.733 $1,798.65 360 1-Jan-29 $299,701.35
7451816 DISCOVERY BAY CA 94514 PUD 7.750 6.500 $2,024.76 360 1-Dec-28 $282,224.77
7452942 HOLLISTER CA 95023 SFD 7.000 6.500 $1,950.97 360 1-Jan-29 $293,004.63
7453766 RENO NV 89511 PUD 7.250 6.500 $3,189.86 360 1-Jan-29 $467,235.22
7453820 LOS ANGELES CA 90272 SFD 7.375 6.500 $3,204.73 360 1-Jan-29 $463,646.94
7455654 ASPEN CO 81611 SFD 7.250 6.500 $3,547.32 360 1-Dec-28 $519,186.25
7455954 EDEN PRAIRIE MN 55347 SFD 7.000 6.500 $3,126.92 360 1-Jan-29 $469,614.75
7456016 BEND OR 97701 SFD 7.250 6.500 $2,026.06 360 1-Feb-29 $297,000.00
7456303 ENUMCLAW WA 98022 SFD 7.750 6.500 $1,885.24 360 1-Jan-29 $262,964.27
7456368 SAN FRANCISCO CA 94116 PUD 7.375 6.500 $2,002.96 360 1-Jan-29 $289,779.33
7456436 BELMONT CA 94002 SFD 6.875 6.500 $1,872.25 360 1-Jan-29 $284,760.56
7457292 SEATTLE WA 98199 SFD 7.250 6.500 $3,172.12 360 1-Jan-29 $464,637.26
7457565 CORTE MADERA CA 94925 SFD 7.250 6.500 $3,410.88 360 1-Jan-29 $499,609.95
7457806 SEATTLE WA 98105 SFD 7.125 6.500 $2,708.35 360 1-Jan-29 $401,678.53
7458301 EDEN PRAIRIE MN 55346 SFD 7.625 6.500 $2,052.60 360 1-Jan-29 $289,790.11
7460156 WEST CHESTER PA 19380 PUD 6.625 6.358 $3,009.46 360 1-Feb-29 $470,000.00
7461671 DULUTH GA 30155 PUD 7.375 6.500 $3,315.24 360 1-Jan-29 $479,634.76
7462079 VENTURA CA 93004 SFD 7.250 6.500 $1,688.39 360 1-Jan-29 $247,306.92
7462284 SANTA CLARA CA 95050 SFD 6.750 6.483 $2,216.26 360 1-Jan-29 $341,405.80
7462365 DANVILLE CA 94506 SFD 7.875 6.500 $2,583.06 360 1-Jan-29 $356,004.83
7462548 ATLANTA GA 30327 SFD 7.000 6.500 $2,022.52 360 1-Feb-29 $304,000.00
7462613 CROWNSVILLE MD 21032 SFD 7.375 6.500 $2,386.97 360 1-Jan-29 $345,337.03
7462681 UPPR SADDLE RIVER NJ 07458 SFD 7.000 6.500 $2,328.56 360 1-Feb-29 $350,000.00
7463332 FREMONT CA 94539 SFD 7.125 6.500 $3,200.16 360 1-Jan-29 $474,620.15
7464180 HERSHEY PA 17033 SFD 6.875 6.500 $3,021.87 360 1-Jan-29 $459,613.55
7464269 BUENA PARK CA 90620 LCO 7.250 6.500 $1,888.26 360 1-Jan-29 $276,384.07
7464595 MEDINA MN 55340 SFD 7.375 6.500 $2,610.75 360 1-Feb-29 $378,000.00
7465119 BENICIA CA 94510 SFD 7.250 6.500 $1,891.51 360 1-Dec-28 $276,842.09
7465778 HADDONFIELD NJ 08033 SFD 7.625 6.500 $2,905.49 360 1-Jan-29 $410,202.90
7465904 MINNETONKA MN 55343 SFD 6.875 6.500 $1,622.61 360 1-Dec-28 $246,583.80
7465970 BALTIMORE MD 21212 SFD 7.750 6.500 $2,177.89 360 1-Jan-29 $303,785.44
7466620 GILBERT AZ 85234 SFD 7.125 6.500 $2,324.33 360 1-Jan-29 $344,724.11
7467079 OAKLAND CA 94611 SFD 6.875 6.500 $2,102.17 360 1-Jan-29 $319,731.16
7467175 ARLINGTON HEIGHTS IL 60004 SFD 7.500 6.500 $1,943.82 360 1-Feb-29 $278,000.00
7467854 SCOTTSDALE AZ 85254 SFD 7.250 6.500 $1,796.65 360 1-Jan-29 $263,164.54
7467871 POTTER VALLEY CA 95469 SFD 7.125 6.500 $1,824.09 360 1-Jan-29 $270,533.49
7468417 SAN DIEGO CA 92128 SFD 7.250 6.500 $2,455.83 360 1-Jan-29 $359,719.17
7469071 SAN JOSE CA 95123 SFD 7.375 6.500 $2,680.16 360 1-Jan-29 $387,754.73
7469627 MAPLE VALLEY WA 98038 SFD 7.250 6.500 $1,681.74 360 1-Feb-29 $246,525.00
7470858 REDWOOD CITY CA 94065 PUD 7.000 6.500 $3,193.45 360 1-Jan-29 $479,606.55
7470885 WHITMORE CA 96096 SFD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,265.97
7471006 PLEASANTON CA 94566 SFD 6.750 6.483 $3,924.02 360 1-Feb-29 $605,000.00
7472942 MANCHESTER NH 03104 SFD 7.875 6.500 $1,887.36 360 1-Jan-29 $260,120.86
7473442 CLAYTON CA 94517 SFD 7.625 6.500 $1,828.94 360 1-Jan-29 $258,212.98
7474224 SAN JOSE CA 95120 PUD 6.875 6.500 $2,680.27 360 1-Jan-29 $407,657.23
7474263 EDEN PRAIRIE MN 55346 SFD 7.500 6.500 $2,657.02 360 1-Dec-28 $379,207.85
7474714 GLOUCESTER MA 01930 SFD 7.375 6.500 $2,465.71 360 1-Jan-29 $356,728.35
7476088 CORONADO CA 92118 SFD 7.000 6.500 $2,045.81 360 1-Jan-29 $307,247.94
7476382 PALM DESERT CA 92260 SFD 7.375 6.500 $2,106.56 360 1-Jan-29 $304,767.92
7476383 LOS OSOS CA 93408 SFD 7.375 6.500 $2,900.84 360 1-Jan-29 $419,680.41
7477243 SAN JOSE CA 95129 SFD 7.125 6.500 $3,150.31 360 1-Jan-29 $467,226.07
7477410 ALBUQUERQUE NM 87107 SFD 7.625 6.500 $1,826.11 360 1-Jan-29 $257,813.27
7477987 MILPITAS CA 95035 SFD 7.375 6.500 $2,279.23 360 1-Jan-29 $329,748.89
7478727 CORONADO CA 92118 SFD 7.250 6.500 $3,042.51 360 1-Jan-29 $445,652.07
7478947 APTOS CA 95003 SFD 7.000 6.500 $2,323.24 360 1-Jan-29 $348,913.76
7479213 SACRAMENTO CA 95818 SFD 7.375 6.500 $2,331.03 360 1-Jan-29 $337,243.19
7479479 FLAGSTAFF AZ 86001 PUD 7.625 6.500 $2,866.56 360 1-Jan-29 $404,686.88
7480103 KAYSVILLE UT 84037 SFD 7.500 6.500 $2,548.64 360 1-Jan-29 $364,229.49
7480865 ROCKVILLE MD 20850 SFD 6.625 6.358 $1,850.50 360 1-Feb-29 $289,000.00
7481794 SALT LAKE CITY UT 84109 SFD 7.125 6.500 $2,449.00 360 1-Jan-29 $363,214.31
7482215 SAN FRANCISCO CA 94117 SFD 6.750 6.483 $3,761.87 360 1-Jan-29 $579,500.63
7482349 ENCINITAS CA 92024 PUD 7.375 6.500 $1,911.44 360 1-Jan-29 $276,539.42
7482842 BROOKFIELD WI 53005 SFD 7.125 6.500 $1,913.36 360 1-Jan-29 $283,772.89
7482946 SIMI VALLEY CA 93065 PUD 7.250 6.500 $1,752.29 360 1-Jan-29 $256,666.61
7482971 ARLINGTON VA 22201 PUD 6.750 6.483 $2,397.87 360 1-Jan-29 $369,381.69
7483276 FOUNTAIN HILLS AZ 85268 SFD 6.750 6.483 $1,867.96 360 1-Feb-29 $288,000.00
7483708 IRVINE CA 92602 SFD 6.750 6.483 $1,655.22 360 1-Jan-29 $254,980.28
7483983 MEDFORD NJ 08055 SFD 7.000 6.500 $1,769.70 360 1-Jan-29 $265,781.97
7484433 SNOHOMISH WA 98296 SFD 7.125 6.500 $2,358.01 360 1-Jan-29 $349,720.12
7484506 CHICAGO IL 60646 SFD 7.875 6.500 $2,066.45 360 1-Jan-29 $284,803.86
7484558 ISSAQUAH WA 98029 SFD 7.000 6.500 $2,517.50 360 1-Jan-29 $378,089.83
7484803 LONG BEACH CA 90803 PUD 7.000 6.500 $1,796.32 360 1-Feb-29 $270,000.00
7485567 TUSTIN CA 92782 SFD 7.375 6.500 $2,364.87 360 1-Jan-29 $342,139.46
7485834 SANTA CLARA CA 95051 SFD 7.500 6.500 $1,845.93 360 1-Feb-29 $264,000.00
7486107 BOULDER CO 80302 SFD 7.375 6.500 $2,659.10 360 1-Jan-29 $384,707.05
7486130 RANCHO PALOS VERD CA 90275 SFD 7.125 6.500 $2,358.01 360 1-Jan-29 $349,720.12
7486293 CARLSBAD CA 92009 PUD 7.125 6.500 $2,283.91 360 1-Jan-29 $338,728.90
7486325 LITTLE SILVER NJ 07739 SFD 6.750 6.483 $1,673.38 360 1-Jan-29 $257,777.87
7486633 NOVATO CA 94949 SFD 7.000 6.500 $1,825.59 360 1-Feb-29 $274,400.00
7486863 CHARLOTTE NC 28207 SFD 7.500 6.500 $5,209.15 360 1-Jan-29 $744,447.10
7487101 DEEPHAVEN MN 55331 SFD 7.250 6.500 $3,956.62 360 1-Jan-29 $579,547.55
7488706 NEWPORT BEACH CA 92660 SFD 7.125 6.500 $2,526.44 360 1-Jan-29 $374,700.12
7491244 PRESTON ID 83263 SFD 7.250 6.500 $2,353.51 360 1-Jan-29 $344,433.05
7491315 APTOS CA 95003 SFD 7.250 6.500 $4,672.91 360 1-Feb-29 $685,000.00
7491417 GOLD RIVER CA 95670 SFD 7.500 6.500 $2,740.64 360 1-Jan-29 $391,669.11
7491449 SAN DIEGO CA 92131 SFD 7.250 6.500 $2,067.31 360 1-Jan-29 $302,809.59
7491475 ZIG ZAG OR 97049 SFD 7.375 6.500 $1,864.82 360 1-Jan-29 $269,794.55
7493196 TUSTIN CA 92781 PUD 7.000 6.500 $3,439.28 360 1-Jan-29 $516,526.26
7493268 FORT COLLINS CO 80525 SFD 7.375 6.500 $2,201.18 360 1-Jan-29 $318,457.50
7493377 MARTINEZ CA 94553 SFD 7.250 6.500 $1,991.61 360 1-Jan-29 $291,722.25
7493494 NAPA CA 94558 SFD 7.500 6.500 $1,996.26 360 1-Jan-29 $285,288.12
7494728 ROCKVILLE MD 20850 SFD 7.000 6.500 $2,382.78 360 1-Jan-29 $357,856.43
7495720 GREAT FALLS VA 22066 SFD 7.000 6.500 $3,107.76 360 1-Jan-29 $466,737.11
7495993 PASADENA CA 91106 SFD 7.250 6.500 $2,428.55 360 1-Jan-29 $355,722.28
7497421 HOUSTON TX 77057 SFD 7.375 6.500 $2,724.02 360 1-Jan-29 $394,099.90
7497793 PARK CITY UT 84098 SFD 7.500 6.500 $2,097.64 360 1-Jan-29 $299,777.36
7497846 REDMOND WA 98053 SFD 7.125 6.500 $3,233.31 360 1-Feb-29 $479,920.00
7498065 ASHFORD WA 98304 SFD 6.875 6.500 $2,430.64 360 1-Jan-29 $369,689.15
7498472 WESTMINSTER CO 80030 PUD 7.375 6.500 $2,279.23 360 1-Jan-29 $329,748.89
7498599 COROLLA NC 27927 SFD 7.250 6.500 $3,001.58 360 1-Jan-29 $439,656.75
7499028 CARY NC 27511 SFD 7.250 6.500 $1,814.59 360 1-Jan-29 $265,792.49
7499404 CHEVY CHASE MD 20815 SFD 6.875 6.500 $4,270.04 360 1-Jan-29 $649,453.92
7499644 NIPOMO CA 93444 SFD 7.250 6.500 $1,678.49 360 1-Jan-29 $245,858.06
7499888 TUSTIN CA 92780 SFD 7.125 6.500 $3,368.26 360 1-Jan-29 $499,550.19
7500056 CEDAR RAPIDS IA 52403 SFD 7.125 6.500 $2,910.46 360 1-Jan-29 $431,654.54
7500528 STATE COLLEGE PA 16803 SFD 7.250 6.500 $2,292.11 360 1-Jan-29 $335,737.89
7500552 POTOMAC MD 20854 SFD 7.375 6.500 $2,394.92 360 1-Jan-29 $346,486.15
7500929 ANTIOCH CA 94509 SFD 7.625 6.500 $1,889.10 360 1-Jan-29 $266,706.83
7502395 CORTE MADERA CA 94925 SFD 7.000 6.500 $3,094.80 360 1-Feb-29 $465,172.00
7502542 SAN JOSE CA 95124 SFD 7.250 6.500 $1,940.74 300 1-Jan-24 $268,181.45
7502747 SAN JOSE CA 95120 SFD 7.125 6.500 $2,469.18 360 1-Jan-29 $366,206.91
7503281 SAN DIEGO CA 92130 SFD 7.750 6.500 $4,943.24 360 1-Jan-29 $689,513.01
7503906 NEWPORT BEACH CA 92661 SFD 7.125 6.500 $6,737.19 360 1-Jan-29 $999,200.31
7503928 MARIETTA GA 30068 SFD 7.375 6.500 $1,795.02 360 1-Jan-29 $259,695.24
7504777 NEWARK CA 94560 PUD 6.875 6.500 $2,289.16 360 1-Jan-29 $348,171.25
7506355 SPRINGFIELD VA 22153 SFD 7.000 6.500 $1,796.32 360 1-Jan-29 $269,778.68
7506714 HONOLULU HI 96821 SFD 6.750 6.483 $3,137.27 360 1-Jan-29 $483,283.54
7506965 RAMONA CA 92065 SFD 7.000 6.500 $1,882.81 360 1-Feb-29 $283,000.00
7507033 SAN DIEGO CA 92130 SFD 7.000 6.500 $2,342.86 360 1-Jan-29 $351,861.35
7507514 LITTLE ROCK AR 72212 SFD 7.125 6.500 $1,886.41 360 1-Jan-29 $279,776.09
7508383 ALAMO CA 94507 SFD 7.875 6.500 $4,236.22 360 1-Feb-29 $584,250.00
7508738 CASTAIC AREA CA 91384 SFD 7.500 6.500 $2,024.58 360 1-Jan-29 $289,335.11
7509355 DUBLIN CA 94568 SFD 6.875 6.500 $2,341.29 360 1-Feb-29 $356,400.00
7510949 SANTA ANA CA 92705 SFD 7.250 6.500 $2,592.27 360 1-Jan-29 $379,703.56
7511278 MANASSAS VA 20111 SFD 5.750 5.483 $1,820.75 360 1-Jan-29 $310,973.89
7511937 ELMSFORD NY 10523 SFD 7.000 6.500 $2,714.43 360 1-Jan-29 $407,665.57
7512404 SEATTLE WA 98112 SFD 7.125 6.500 $2,419.32 360 1-Jan-29 $358,812.84
7513045 CLARKSVILLE MD 21029 SFD 7.375 6.500 $2,578.64 360 1-Jan-29 $373,065.91
7513369 MILLBRAE CA 94030 SFD 7.125 6.500 $1,684.30 360 1-Jan-29 $249,800.08
7513403 BASALT CO 81621 SFD 7.375 6.500 $3,384.31 360 1-Jan-29 $489,627.15
7514036 TEMECULA CA 92592 SFD 7.625 6.500 $1,978.99 360 1-Jan-29 $279,397.64
7515162 ENGLEWOOD CO 80110 SFD 7.000 6.500 $2,894.07 360 1-Jan-29 $434,643.43
7515278 BOTHELL WA 98021 SFD 6.750 6.483 $1,997.68 360 1-Jan-29 $307,734.82
7515319 NEWTON MA 02459 SFD 7.375 6.500 $2,928.46 360 1-Jan-29 $423,677.37
7516285 SAN JOSE CA 95138 SFD 7.250 6.500 $2,728.71 360 1-Jan-29 $399,687.96
7516571 ATLANTA GA 30327 SFD 6.875 6.500 $3,908.73 360 1-Jan-29 $594,500.12
7516827 LEXINGTON KY 40502 PUD 7.000 6.500 $2,095.70 360 1-Jan-29 $314,741.80
7518280 AVON CO 81620 SFD 7.500 6.500 $2,097.64 360 1-Jan-29 $299,777.36
7520107 PALATINE IL 60067 SFD 7.250 6.500 $2,126.89 360 1-Feb-29 $311,780.00
7520215 SNOWMASS VILLAGE CO 81615 PUD 7.375 6.500 $2,092.75 360 1-Feb-29 $303,000.00
7521082 POWAY CA 92064 SFD 7.000 6.500 $2,262.03 360 1-Jan-29 $339,721.30
7521262 BLUFFDALE UT 84065 SFD 7.125 6.500 $1,832.51 360 1-Jan-29 $271,782.49
7522558 CHAPEL HILL NC 27514 SFD 7.000 6.500 $2,228.76 360 1-Feb-29 $335,000.00
7522669 CORONA AREA CA 91720 SFD 7.500 6.500 $3,419.16 360 1-Feb-29 $489,000.00
7524892 SANTA YNEZ CA 93460 SFD 7.125 6.500 $4,320.76 360 1-Feb-29 $641,330.00
7526245 MINNETRISTA MN 55364 SFD 7.000 6.500 $6,320.37 360 1-Jan-29 $949,221.30
7526547 EDINA MN 55436 SFD 7.125 6.500 $2,425.39 360 1-Jan-29 $359,712.11
7526699 AVONADALE PA 19311 SFD 6.500 6.233 $2,112.69 360 1-Jan-29 $333,947.83
7527256 OAKTON VA 22124 SFD 6.875 6.500 $2,135.02 360 1-Jan-29 $324,726.96
7527652 AVON CO 81620 PUD 7.250 6.500 $1,705.44 360 1-Jan-29 $249,804.78
7527789 AVALON NJ 08202 SFD 7.625 6.500 $3,538.97 360 1-Feb-29 $500,000.00
7528351 SAN JOSE CA 95135 SFD 7.125 6.500 $1,956.14 360 1-Feb-29 $290,350.00
7530120 HAWTHORN WOODS IL 60047 PUD 7.125 6.500 $2,994.68 360 1-Jan-29 $443,139.22
7530432 VISTA CA 92084 SFD 6.750 6.483 $3,372.71 360 1-Jan-29 $519,552.29
7531288 LAS VEGAS NV 89147 SFD 7.375 6.500 $2,101.03 360 1-Jan-29 $303,968.53
7531988 LAS VEGAS NV 89117 SFD 7.500 6.500 $3,104.51 360 1-Jan-29 $443,670.49
7532665 PARK CITY UT 84060 SFD 7.625 6.500 $2,229.55 360 1-Jan-29 $314,772.01
7532740 CANNON BEACH OR 97110 SFD 7.750 6.500 $2,084.76 360 1-Feb-29 $291,000.00
7533687 KINGSBURG CA 93631 SFD 7.000 6.500 $2,275.33 360 1-Jan-29 $341,719.67
7534674 LAS CRUCES NM 88011 SFD 7.375 6.500 $2,472.62 360 1-Feb-29 $358,000.00
7536599 SPARTA NJ 07871 SFD 6.875 6.500 $1,839.40 360 1-Jan-29 $279,764.77
7540783 MANASSAS VA 20112 SFD 7.500 6.500 $1,742.44 360 1-Jan-29 $249,015.06
7541701 SAN ANSELMO CA 94960 SFD 7.125 6.500 $2,102.00 360 1-Feb-29 $312,000.00
7543475 TENAFLY NJ 07670 SFD 7.000 6.500 $2,095.70 360 1-Feb-29 $315,000.00
7544507 BOCA RATON FL 33432 SFD 7.250 6.500 $5,457.41 360 1-Jan-29 $799,375.92
7544911 PARK CITY UT 84098 SFD 6.875 6.500 $2,673.70 360 1-Jan-29 $406,658.07
7550480 MADISON NJ 07940 SFD 7.500 6.500 $2,689.93 300 1-Feb-24 $364,000.00
7560718 DENVER CO 80206 SFD 7.375 6.500 $4,074.98 360 1-Feb-29 $590,000.00
$583,184,587.19
COUNT: 1665
WAC: 7.179505687
WAM: 358.2471056
WALTV: 70.47741247
</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>
4645272 69.57 0.250 0.017 0.483
4734285 90.00 17 0.250 0.017 0.733
4768737 79.99 0.250 0.017 0.358
4773143 79.92 0.250 0.017 0.608
4776416 80.00 0.250 0.017 0.608
4793602 75.00 0.250 0.017 0.000
4815884 44.79 0.250 0.017 0.733
4817986 75.00 0.250 0.017 0.983
4820096 89.98 17 0.250 0.017 0.233
4820976 90.00 06 0.250 0.017 0.000
4826424 78.41 0.250 0.017 0.983
4832222 75.00 0.250 0.017 0.733
4832447 80.00 0.250 0.017 0.233
4843049 63.21 0.250 0.017 0.358
4847390 80.00 0.250 0.017 0.608
4850931 74.08 0.250 0.017 0.608
4852208 80.00 0.250 0.017 0.358
4854023 70.00 0.250 0.017 0.983
4855468 80.00 0.250 0.017 0.733
4855735 80.00 0.250 0.017 0.608
4856584 79.42 0.250 0.017 0.233
4858435 87.58 17 0.250 0.017 0.358
4858589 63.45 0.250 0.017 0.358
4859702 80.00 0.250 0.017 0.233
4860099 58.07 0.250 0.017 0.108
4861418 75.00 0.250 0.017 0.358
4861504 79.99 0.250 0.017 0.108
4862522 80.00 0.250 0.017 0.358
4862838 67.75 0.250 0.017 0.858
4864846 75.00 0.250 0.017 0.608
4864940 69.23 0.250 0.017 0.483
4865033 67.77 0.250 0.017 0.858
4865516 54.24 0.250 0.017 0.483
4868777 61.40 FX30YR 0.250 0.017 0.358
4869248 73.04 0.250 0.017 0.358
4870313 77.08 0.250 0.017 0.608
4871173 64.62 0.250 0.017 0.358
4872368 80.00 0.250 0.017 0.358
4872498 68.90 0.250 0.017 0.233
4873621 44.44 0.250 0.017 0.233
4874270 15.63 0.250 0.017 0.858
4876585 78.76 0.250 0.017 0.358
4877506 90.00 11 0.250 0.017 0.608
4877733 78.11 0.250 0.017 0.733
4877877 68.63 0.250 0.017 0.233
4879498 70.00 0.250 0.017 0.108
4881549 69.57 0.250 0.017 0.608
4882101 67.05 0.250 0.017 0.733
4882149 76.92 0.250 0.017 0.383
4882352 90.00 12 0.250 0.017 0.483
4882469 80.00 0.250 0.017 0.233
4882679 79.99 0.250 0.017 0.583
4882910 70.74 0.250 0.017 0.233
4882998 75.00 0.250 0.017 0.358
4883651 77.59 0.250 0.017 0.858
4883654 64.72 0.250 0.017 0.483
4883762 50.26 0.250 0.017 0.483
4883782 63.16 0.250 0.017 0.608
4883794 75.00 0.250 0.017 0.483
4883819 80.00 0.250 0.017 0.583
4884582 61.07 0.250 0.017 0.000
4884830 80.00 0.250 0.017 0.108
4884850 75.00 0.250 0.017 0.233
4884991 79.20 0.250 0.017 0.583
4885036 57.67 0.250 0.017 0.608
4885068 57.71 0.250 0.017 0.108
4885083 67.35 0.250 0.017 0.483
4885114 90.00 33 0.250 0.017 0.583
4885287 80.00 0.250 0.017 0.233
4885628 62.50 0.250 0.017 0.733
4885690 80.00 0.250 0.017 0.733
4885704 80.00 0.250 0.017 0.683
4885820 80.00 0.250 0.017 0.633
4886275 80.00 0.250 0.017 0.633
4886537 48.79 0.250 0.017 0.483
4886620 89.34 33 0.250 0.017 0.358
4886640 59.41 0.250 0.017 0.483
4887151 75.00 0.250 0.017 0.733
4887353 64.27 0.250 0.017 0.483
4887371 68.96 0.250 0.017 0.483
4887526 60.49 0.250 0.017 0.608
4887642 75.00 0.250 0.017 1.233
4888775 66.81 0.250 0.017 0.000
4889567 61.60 0.250 0.017 0.483
4889569 68.25 0.250 0.017 0.358
4889862 79.99 0.250 0.017 0.608
4890202 79.86 0.250 0.017 0.608
4890468 56.31 0.250 0.017 0.483
4890892 53.79 0.250 0.017 0.358
4890895 39.02 0.250 0.017 0.358
4891001 70.00 0.250 0.017 0.483
4891199 70.00 0.250 0.017 0.358
4891288 30.00 0.250 0.017 0.733
4891409 47.17 0.250 0.017 0.108
4892137 79.25 0.250 0.017 0.483
4892352 66.19 0.250 0.017 0.483
4892640 46.53 0.250 0.017 0.483
4892738 72.22 0.250 0.017 0.858
4892803 58.69 0.250 0.017 0.233
4892857 57.00 0.250 0.017 0.233
4893105 76.29 0.250 0.017 0.608
4893112 79.21 0.250 0.017 0.233
4893296 66.50 0.250 0.017 0.233
4893380 69.74 0.250 0.017 0.858
4893719 69.12 0.250 0.017 0.483
4893835 69.61 0.250 0.017 0.608
4894078 74.93 0.250 0.017 0.233
4894235 80.00 0.250 0.017 0.000
4894281 80.00 0.250 0.017 0.233
4894297 74.87 0.250 0.017 0.483
4894558 64.50 0.250 0.017 0.000
4894807 89.98 01 0.250 0.017 0.483
4894869 70.01 0.250 0.017 0.108
4895077 39.53 0.250 0.017 0.000
4895218 69.77 0.250 0.017 0.483
4896042 65.97 0.250 0.017 0.483
4896677 88.73 01 0.250 0.017 0.733
4897020 56.70 0.250 0.017 0.358
4897032 80.00 0.250 0.017 0.858
4897157 58.70 0.250 0.017 0.000
4897162 53.62 0.250 0.017 0.108
4897163 80.00 0.250 0.017 0.358
4897165 55.21 0.250 0.017 0.108
4897514 44.84 0.250 0.017 0.608
4897816 89.99 17 0.250 0.017 0.358
4897929 43.97 0.250 0.017 0.483
4897968 49.70 0.250 0.017 0.483
4898206 40.60 0.250 0.017 0.000
4898978 79.27 0.250 0.017 0.483
4899261 63.81 0.250 0.017 0.233
4899295 64.75 0.250 0.017 0.233
4899321 65.75 0.250 0.017 0.233
4899490 86.89 11 0.250 0.017 0.483
4899814 57.86 0.250 0.017 0.608
4900054 90.00 01 0.250 0.017 1.108
4900137 66.73 0.250 0.017 0.733
4900697 79.86 0.250 0.017 0.358
4900720 61.82 0.250 0.017 0.483
4900783 90.00 06 0.250 0.017 0.358
4900830 75.00 0.250 0.017 0.608
4900836 65.40 0.250 0.017 0.108
4901612 76.02 0.250 0.017 0.358
4901715 74.21 0.250 0.017 0.483
4902307 47.74 0.250 0.017 0.358
4902333 66.67 0.250 0.017 0.358
4902723 44.17 0.250 0.017 0.358
4902843 50.00 0.250 0.017 0.483
4903238 94.99 06 0.250 0.017 0.858
4903333 69.99 0.250 0.017 0.233
4903491 60.00 0.250 0.017 0.483
4903533 61.16 0.250 0.017 0.233
4903536 72.49 0.250 0.017 0.358
4903542 53.08 0.250 0.017 0.108
4903553 51.50 0.250 0.017 0.483
4903569 72.61 0.250 0.017 0.358
4903572 75.00 0.250 0.017 0.108
4903921 69.61 0.250 0.017 0.733
4904554 75.00 0.250 0.017 0.108
4904576 69.70 0.250 0.017 0.233
4905240 80.00 0.250 0.017 0.000
4905680 67.60 0.250 0.017 0.233
4905805 73.97 0.250 0.017 0.608
4906094 80.00 0.250 0.017 0.108
4906594 52.46 0.250 0.017 0.483
4906605 70.00 0.250 0.017 0.358
4907153 60.49 0.250 0.017 0.233
4907174 53.02 0.250 0.017 0.233
4907260 46.42 0.250 0.017 1.108
4908071 65.04 0.250 0.017 0.358
4908882 79.94 0.250 0.017 0.483
4909406 66.00 0.250 0.017 0.483
4910427 46.96 0.250 0.017 0.358
4910689 66.63 0.250 0.017 0.233
4910787 69.09 0.250 0.017 0.233
4911282 77.78 0.250 0.017 0.608
4911360 64.18 0.250 0.017 0.608
4911389 70.00 0.250 0.017 0.358
4911813 58.29 0.250 0.017 0.608
4911823 79.95 0.250 0.017 0.483
4911969 72.22 0.250 0.017 0.483
4912892 62.99 0.250 0.017 0.483
4913115 75.00 0.250 0.017 0.858
4913132 85.00 33 0.250 0.017 0.733
4913394 50.27 GD 1YR 0.250 0.017 0.483
4913413 60.15 0.250 0.017 0.358
4913464 56.67 0.250 0.017 0.733
4913784 76.78 0.250 0.017 0.000
4913836 80.00 0.250 0.017 0.358
4913906 75.84 0.250 0.017 0.358
4914377 70.83 0.250 0.017 0.483
4915010 75.00 0.250 0.017 0.108
4915462 75.00 0.250 0.017 0.108
4915469 79.65 0.250 0.017 1.108
4915524 57.33 0.250 0.017 0.608
4915910 74.55 0.250 0.017 0.000
4915988 69.86 0.250 0.017 0.233
4916015 76.39 0.250 0.017 0.358
4916074 80.00 0.250 0.017 0.233
4916546 67.80 0.250 0.017 0.608
4916840 82.86 33 0.250 0.017 0.358
4917145 38.30 0.250 0.017 0.358
4917165 79.34 0.250 0.017 0.108
4917231 65.00 0.250 0.017 0.000
4917717 47.93 0.250 0.017 0.108
4917799 78.26 0.250 0.017 0.483
4917844 54.37 0.250 0.017 0.483
4918192 80.00 0.250 0.017 0.233
4918739 78.80 0.250 0.017 0.000
4919236 80.00 0.250 0.017 0.233
4919340 53.33 0.250 0.017 0.358
4919344 60.32 0.250 0.017 0.108
4919683 51.10 0.250 0.017 0.000
4919916 46.81 0.250 0.017 0.233
4920299 47.09 0.250 0.017 0.608
4920838 67.32 0.250 0.017 0.000
4921119 75.00 0.250 0.017 0.608
4921245 75.00 0.250 0.017 0.733
4921305 50.00 0.250 0.017 0.483
4922344 70.00 0.250 0.017 0.483
4923002 66.67 0.250 0.017 0.358
4923059 43.64 0.250 0.017 0.608
4923063 76.19 0.250 0.017 0.858
4923852 75.00 0.250 0.017 0.108
4924831 89.99 12 0.250 0.017 0.233
4925041 80.00 0.250 0.017 0.733
4925050 57.24 0.250 0.017 0.733
4925077 90.00 06 0.250 0.017 0.733
4925175 70.00 0.250 0.017 0.733
4925254 51.40 0.250 0.017 0.608
4925397 90.00 11 0.250 0.017 0.733
4925795 77.01 0.250 0.017 0.608
4925841 78.50 0.250 0.017 0.733
4926211 75.00 0.250 0.017 0.233
4926646 85.00 06 0.250 0.017 0.608
4926936 57.11 0.250 0.017 0.000
4927054 73.78 0.250 0.017 0.733
4927102 70.00 0.250 0.017 0.608
4927191 56.74 0.250 0.017 0.733
4927239 70.27 0.250 0.017 0.733
4927298 80.00 0.250 0.017 0.108
4927356 31.10 0.250 0.017 0.483
4927543 43.96 0.250 0.017 0.483
4927754 68.52 0.250 0.017 0.483
4928190 67.07 0.250 0.017 0.608
4928366 94.99 12 0.250 0.017 1.233
4928425 80.00 0.250 0.017 0.358
4928439 44.83 0.250 0.017 0.000
4928538 73.57 0.250 0.017 0.000
4928708 66.57 0.250 0.017 0.483
4928739 60.41 0.250 0.017 0.608
4928771 80.00 0.250 0.017 0.858
4928847 93.02 01 0.250 0.017 0.483
4928909 73.68 0.250 0.017 0.733
4928914 74.34 0.250 0.017 0.358
4928931 21.09 0.250 0.017 0.000
4928938 80.00 0.250 0.017 0.000
4928942 90.11 11 0.250 0.017 0.858
4929205 84.79 01 0.250 0.017 0.608
4929380 65.12 0.250 0.017 0.108
4929387 62.79 0.250 0.017 0.358
4929771 33.33 0.250 0.017 0.608
4930039 80.00 0.250 0.017 0.358
4930080 69.15 0.250 0.017 1.233
4930163 89.90 33 0.250 0.017 0.733
4930209 80.00 0.250 0.017 0.108
4930229 64.27 0.250 0.017 0.233
4930252 80.00 0.250 0.017 0.000
4930432 80.00 0.250 0.017 0.000
4930457 80.00 0.250 0.017 0.358
4930512 45.56 0.250 0.017 0.608
4930529 75.43 0.250 0.017 0.000
4930691 78.96 0.250 0.017 0.608
4930714 73.53 0.250 0.017 0.000
4930743 77.76 0.250 0.017 0.108
4930818 71.39 0.250 0.017 0.000
4930836 48.48 0.250 0.017 0.233
4930869 49.38 0.250 0.017 0.858
4930881 62.42 0.250 0.017 0.358
4931076 62.33 0.250 0.017 0.108
4931107 90.00 06 0.250 0.017 0.608
4931173 80.00 0.250 0.017 0.108
4931206 64.52 0.250 0.017 0.483
4931263 80.00 0.250 0.017 0.608
4931332 89.77 12 0.250 0.017 0.483
4931417 65.00 0.250 0.017 0.733
4931422 79.88 0.250 0.017 0.483
4931545 78.14 0.250 0.017 0.108
4931700 75.00 0.250 0.017 0.983
4932279 80.00 0.250 0.017 0.608
4932348 80.00 0.250 0.017 0.608
4932372 75.00 0.250 0.017 0.983
4932383 76.33 0.250 0.017 1.108
4932400 79.67 0.250 0.017 0.483
4932418 80.00 0.250 0.017 0.358
4932439 61.22 0.250 0.017 0.733
4932458 76.92 0.250 0.017 0.608
4932478 79.99 0.250 0.017 0.733
4932536 75.00 0.250 0.017 0.608
4932599 74.82 0.250 0.017 0.608
4932875 90.00 06 0.250 0.017 0.233
4933119 79.80 0.250 0.017 0.358
4933229 72.92 0.250 0.017 0.233
4933241 47.80 0.250 0.017 0.483
4933334 77.15 0.250 0.017 0.483
4933419 77.07 0.250 0.017 0.108
4933588 69.04 0.250 0.017 0.733
4933758 63.52 0.250 0.017 0.358
4933870 80.00 0.250 0.017 0.483
4933965 78.24 0.250 0.017 0.733
4934003 75.00 0.250 0.017 0.983
4934155 79.41 0.250 0.017 0.733
4934249 94.98 13 0.250 0.017 0.733
4934491 75.00 0.250 0.017 0.733
4934496 69.35 0.250 0.017 1.108
4934575 64.60 0.250 0.017 0.358
4934610 65.31 0.250 0.017 0.358
4934621 57.78 0.250 0.017 0.608
4934633 43.75 0.250 0.017 0.733
4934689 80.00 0.250 0.017 0.733
4934734 78.62 0.250 0.017 0.108
4934749 80.00 0.250 0.017 0.233
4934764 77.78 0.250 0.017 0.983
4934788 75.00 0.250 0.017 0.858
4934837 80.00 0.250 0.017 1.108
4934985 73.68 0.250 0.017 0.608
4935098 79.76 0.250 0.017 0.358
4935122 72.79 0.250 0.017 0.483
4935127 73.08 0.250 0.017 0.608
4935248 58.25 0.250 0.017 0.733
4935253 80.00 0.250 0.017 0.358
4935290 74.74 0.250 0.017 0.733
4935336 61.96 0.250 0.017 0.358
4935343 70.00 0.250 0.017 0.733
4935363 78.68 0.250 0.017 0.000
4935365 68.24 0.250 0.017 0.608
4935374 72.59 0.250 0.017 0.358
4935378 50.14 0.250 0.017 0.608
4935384 58.97 0.250 0.017 0.358
4935487 80.00 0.250 0.017 0.000
4935530 75.00 0.250 0.017 0.483
4935704 45.32 0.250 0.017 0.000
4935753 69.14 0.250 0.017 0.358
4935787 75.00 0.250 0.017 0.483
4935833 85.46 12 0.250 0.017 0.608
4935848 75.00 0.250 0.017 0.608
4935872 80.00 0.250 0.017 0.483
4935890 61.52 0.250 0.017 0.483
4935897 62.70 0.250 0.017 0.358
4935915 54.32 0.250 0.017 0.233
4935942 80.00 0.250 0.017 0.733
4935990 75.00 0.250 0.017 0.483
4936026 69.04 0.250 0.017 0.108
4936049 90.00 17 0.250 0.017 0.983
4936088 67.59 0.250 0.017 0.108
4936089 79.38 0.250 0.017 0.733
4936093 73.77 0.250 0.017 0.733
4936179 90.00 33 0.250 0.017 0.233
4936358 74.10 0.250 0.017 0.608
4936459 75.00 0.250 0.017 0.000
4936491 77.97 0.250 0.017 0.000
4936501 74.36 0.250 0.017 0.233
4936543 84.58 13 0.250 0.017 0.000
4936556 61.11 0.250 0.017 0.483
4936576 80.00 0.250 0.017 0.608
4936587 50.68 0.250 0.017 0.000
4936645 79.99 0.250 0.017 0.358
4936655 75.76 0.250 0.017 0.608
4936669 75.00 0.250 0.017 0.358
4936678 70.00 0.250 0.017 0.358
4936757 69.39 0.250 0.017 0.000
4936762 80.00 0.250 0.017 0.233
4936821 94.74 11 0.250 0.017 0.858
4936865 49.15 0.250 0.017 0.358
4936924 44.74 0.250 0.017 0.733
4936958 92.24 11 0.250 0.017 0.000
4936970 59.09 0.250 0.017 0.983
4936994 75.00 0.250 0.017 0.733
4937017 40.67 0.250 0.017 0.000
4937034 64.57 0.250 0.017 0.108
4937035 62.89 0.250 0.017 0.733
4937050 47.22 0.250 0.017 0.000
4937076 80.00 0.250 0.017 0.483
4937106 54.40 0.250 0.017 0.483
4937172 62.52 0.250 0.017 0.000
4937182 74.86 0.250 0.017 0.483
4937188 79.81 0.250 0.017 0.858
4937198 80.00 0.250 0.017 0.483
4937211 75.00 0.250 0.017 0.483
4937266 62.93 0.250 0.017 0.108
4937273 69.57 0.250 0.017 0.000
4937328 80.00 0.250 0.017 0.483
4937329 70.00 0.250 0.017 0.858
4937341 64.61 0.250 0.017 0.483
4937353 57.58 0.250 0.017 0.608
4937362 69.98 0.250 0.017 0.108
4937368 47.62 0.250 0.017 0.358
4937374 79.67 0.250 0.017 0.000
4937396 80.00 0.250 0.017 0.608
4937435 69.26 0.250 0.017 0.483
4937453 45.89 0.250 0.017 0.233
4937459 60.00 0.250 0.017 0.108
4937465 63.01 0.250 0.017 0.608
4937674 80.00 0.250 0.017 0.000
4937684 65.38 0.250 0.017 0.000
4937702 82.72 06 0.250 0.017 0.983
4937703 68.04 0.250 0.017 0.608
4937733 89.98 12 0.250 0.017 0.358
4937788 64.89 0.250 0.017 0.233
4937797 79.92 0.250 0.017 0.358
4937803 80.00 0.250 0.017 0.608
4937823 90.00 06 0.250 0.017 0.108
4937833 32.77 0.250 0.017 0.233
4937837 63.16 0.250 0.017 0.358
4937852 80.00 0.250 0.017 0.608
4937861 64.00 0.250 0.017 0.608
4937870 76.02 0.250 0.017 0.733
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7355362 58.33 0.250 0.017 0.233
7355765 46.15 0.250 0.017 0.000
7356057 62.50 0.250 0.017 0.108
7356265 63.78 0.250 0.017 0.108
7356307 63.33 0.250 0.017 0.233
7356437 31.36 0.250 0.017 0.108
7356731 44.50 0.250 0.017 0.358
7357558 69.14 0.250 0.017 0.483
7357934 79.10 0.250 0.017 0.483
7359641 80.00 0.250 0.017 0.358
7360849 68.24 0.250 0.017 0.108
7360964 69.25 0.250 0.017 0.733
7361147 72.53 0.250 0.017 0.108
7361458 73.76 0.250 0.017 0.000
7362451 90.00 11 0.250 0.017 0.733
7363389 59.61 0.250 0.017 0.000
7363522 57.43 0.250 0.017 0.733
7363866 51.44 0.250 0.017 0.233
7363916 43.48 0.250 0.017 0.358
7364390 80.00 0.250 0.017 0.733
7364452 57.78 0.250 0.017 0.483
7364811 30.06 0.250 0.017 0.358
7364826 75.00 0.250 0.017 0.358
7366452 47.58 0.250 0.017 0.000
7366956 78.68 0.250 0.017 0.000
7367654 63.29 0.250 0.017 0.233
7368023 55.54 0.250 0.017 0.483
7371431 80.00 0.250 0.017 0.358
7372662 80.00 0.250 0.017 0.858
7375623 80.00 0.250 0.017 0.608
7375632 80.00 0.250 0.017 0.358
7375733 63.59 0.250 0.017 0.358
7376211 91.07 33 0.250 0.017 0.733
7376698 79.11 0.250 0.017 0.608
7376984 80.00 0.250 0.017 0.858
7377331 80.00 0.250 0.017 0.108
7377459 74.84 0.250 0.017 0.233
7378246 89.89 11 0.250 0.017 0.733
7378977 95.00 33 0.250 0.017 0.608
7380257 64.57 0.250 0.017 0.608
7381383 69.67 0.250 0.017 0.358
7382585 78.26 0.250 0.017 0.608
7384349 90.00 11 0.250 0.017 0.233
7384957 67.56 0.250 0.017 0.358
7385538 70.00 0.250 0.017 0.108
7386419 63.92 0.250 0.017 0.358
7386552 64.33 0.250 0.017 0.858
7386796 54.55 0.250 0.017 0.000
7388560 67.36 0.250 0.017 0.483
7390321 54.05 0.250 0.017 0.858
7391471 95.00 17 0.250 0.017 0.608
7391885 80.00 0.250 0.017 0.608
7392048 68.00 0.250 0.017 0.000
7392519 80.00 0.250 0.017 0.233
7393134 80.00 0.250 0.017 0.233
7393548 69.95 0.250 0.017 0.233
7393656 39.07 0.250 0.017 0.358
7394045 79.44 0.250 0.017 0.233
7395711 54.17 0.250 0.017 0.608
7395888 48.00 0.250 0.017 0.000
7397222 70.00 0.250 0.017 0.108
7397838 94.04 33 0.250 0.017 0.000
7398166 95.00 11 0.250 0.017 0.983
7398837 45.00 0.250 0.017 0.608
7399226 80.00 0.250 0.017 0.733
7399654 74.87 0.250 0.017 0.233
7400820 80.00 0.250 0.017 0.233
7401511 76.25 0.250 0.017 0.358
7403998 94.98 24 0.250 0.017 0.983
7404054 69.18 0.250 0.017 1.233
7404603 70.00 0.250 0.017 0.108
7405345 80.00 0.250 0.017 0.000
7405925 25.00 0.250 0.017 0.483
7405946 75.00 0.250 0.017 0.733
7406625 80.00 0.250 0.017 0.483
7408457 51.94 0.250 0.017 0.358
7408842 81.93 17 0.250 0.017 0.000
7409963 90.00 01 0.250 0.017 0.733
7411567 49.26 0.250 0.017 0.108
7412733 90.00 06 0.250 0.017 0.608
7414073 63.64 0.250 0.017 0.608
7414450 76.70 0.250 0.017 0.733
7414604 80.00 0.250 0.017 0.733
7415413 68.35 0.250 0.017 0.608
7416476 62.64 0.250 0.017 0.858
7417045 72.79 0.250 0.017 0.983
7418435 75.45 0.250 0.017 1.108
7418526 90.00 11 0.250 0.017 0.483
7420336 70.00 0.250 0.017 0.108
7420752 89.33 17 0.250 0.017 0.483
7422129 80.00 0.250 0.017 0.358
7423128 74.60 0.250 0.017 0.983
7423163 80.00 0.250 0.017 0.608
7424836 80.00 0.250 0.017 0.483
7425542 67.01 0.250 0.017 0.983
7425722 69.77 0.250 0.017 0.233
7425878 80.00 0.250 0.017 0.483
7426719 59.59 0.250 0.017 0.483
7427222 84.21 24 0.250 0.017 0.608
7428116 70.00 0.250 0.017 0.233
7429252 69.15 0.250 0.017 0.483
7429430 80.00 0.250 0.017 0.483
7429543 59.95 0.250 0.017 0.608
7429664 73.01 0.250 0.017 0.483
7429990 80.00 0.250 0.017 0.858
7430264 64.55 0.250 0.017 0.608
7430879 95.00 33 0.250 0.017 0.733
7430907 79.75 0.250 0.017 0.483
7431165 79.99 0.250 0.017 0.233
7431760 61.03 0.250 0.017 0.483
7433221 80.00 0.250 0.017 0.608
7437132 80.00 0.250 0.017 0.000
7437743 90.00 24 0.250 0.017 0.608
7439022 65.32 0.250 0.017 0.108
7439424 56.23 0.250 0.017 0.233
7439484 71.52 0.250 0.017 0.108
7439551 79.49 0.250 0.017 0.733
7440401 90.00 12 0.250 0.017 1.108
7440469 76.34 0.250 0.017 0.233
7441077 79.91 0.250 0.017 0.000
7441253 73.14 0.250 0.017 0.358
7442083 68.00 0.250 0.017 0.233
7442334 80.00 0.250 0.017 0.608
7442829 61.43 0.250 0.017 0.000
7442836 77.22 0.250 0.017 1.358
7442844 79.51 0.250 0.017 0.233
7445603 80.00 0.250 0.017 0.483
7446571 80.00 0.250 0.017 0.608
7446940 49.32 0.250 0.017 0.483
7447174 80.00 0.250 0.017 0.108
7447223 63.67 0.250 0.017 0.483
7448198 65.31 0.250 0.017 0.608
7449330 70.00 0.250 0.017 0.233
7450097 55.56 0.250 0.017 0.608
7451333 54.55 0.250 0.017 0.000
7451816 95.00 24 0.250 0.017 0.983
7452942 90.00 24 0.250 0.017 0.233
7453766 69.79 0.250 0.017 0.483
7453820 80.00 0.250 0.017 0.608
7455654 80.00 0.250 0.017 0.483
7455954 61.84 0.250 0.017 0.233
7456016 71.57 0.250 0.017 0.483
7456303 95.00 06 0.250 0.017 0.983
7456368 50.00 0.250 0.017 0.608
7456436 61.82 0.250 0.017 0.108
7457292 56.71 0.250 0.017 0.483
7457565 69.06 0.250 0.017 0.483
7457806 51.54 0.250 0.017 0.358
7458301 73.42 0.250 0.017 0.858
7460156 69.74 0.250 0.017 0.000
7461671 79.21 0.250 0.017 0.608
7462079 68.94 0.250 0.017 0.483
7462284 80.00 0.250 0.017 0.000
7462365 75.00 0.250 0.017 1.108
7462548 80.00 0.250 0.017 0.233
7462613 79.91 0.250 0.017 0.608
7462681 58.33 0.250 0.017 0.233
7463332 55.72 0.250 0.017 0.358
7464180 76.67 0.250 0.017 0.108
7464269 94.99 17 0.250 0.017 0.483
7464595 80.00 0.250 0.017 0.608
7465119 80.00 0.250 0.017 0.483
7465778 76.02 0.250 0.017 0.858
7465904 83.45 01 0.250 0.017 0.108
7465970 80.00 0.250 0.017 0.983
7466620 78.41 0.250 0.017 0.358
7467079 80.00 0.250 0.017 0.108
7467175 93.29 17 0.250 0.017 0.733
7467854 88.08 01 0.250 0.017 0.483
7467871 75.00 0.250 0.017 0.358
7468417 80.00 0.250 0.017 0.483
7469071 79.99 0.250 0.017 0.608
7469627 95.00 06 0.250 0.017 0.483
7470858 80.00 0.250 0.017 0.233
7470885 66.67 0.250 0.017 0.483
7471006 50.21 0.250 0.017 0.000
7472942 95.00 16 0.250 0.017 1.108
7473442 95.00 24 0.250 0.017 0.858
7474224 80.00 0.250 0.017 0.108
7474263 80.00 0.250 0.017 0.733
7474714 70.00 0.250 0.017 0.608
7476088 75.00 0.250 0.017 0.233
7476382 54.46 0.250 0.017 0.608
7476383 57.53 0.250 0.017 0.608
7477243 70.00 0.250 0.017 0.358
7477410 69.73 0.250 0.017 0.858
7477987 66.67 0.250 0.017 0.608
7478727 69.91 0.250 0.017 0.483
7478947 80.00 0.250 0.017 0.233
7479213 86.54 01 0.250 0.017 0.608
7479479 69.83 0.250 0.017 0.858
7480103 90.00 13 0.250 0.017 0.733
7480865 65.83 0.250 0.017 0.000
7481794 66.09 0.250 0.017 0.358
7482215 80.00 0.250 0.017 0.000
7482349 75.00 0.250 0.017 0.608
7482842 80.00 0.250 0.017 0.358
7482946 80.00 0.250 0.017 0.483
7482971 69.75 0.250 0.017 0.000
7483276 80.00 0.250 0.017 0.000
7483708 80.00 0.250 0.017 0.000
7483983 70.00 0.250 0.017 0.233
7484433 70.00 0.250 0.017 0.358
7484506 89.91 17 0.250 0.017 1.108
7484558 80.00 0.250 0.017 0.233
7484803 79.41 0.250 0.017 0.233
7485567 80.00 0.250 0.017 0.608
7485834 80.00 0.250 0.017 0.733
7486107 40.96 0.250 0.017 0.608
7486130 70.71 0.250 0.017 0.358
7486293 77.22 0.250 0.017 0.358
7486325 80.00 0.250 0.017 0.000
7486633 80.00 0.250 0.017 0.233
7486863 62.08 0.250 0.017 0.733
7487101 67.84 0.250 0.017 0.483
7488706 65.56 0.250 0.017 0.358
7491244 79.31 0.250 0.017 0.483
7491315 57.08 0.250 0.017 0.483
7491417 80.00 0.250 0.017 0.733
7491449 80.00 0.250 0.017 0.483
7491475 72.97 0.250 0.017 0.608
7493196 80.00 0.250 0.017 0.233
7493268 74.81 0.250 0.017 0.608
7493377 80.00 0.250 0.017 0.483
7493494 67.18 0.250 0.017 0.733
7494728 84.99 01 0.250 0.017 0.233
7495720 80.00 0.250 0.017 0.233
7495993 39.56 0.250 0.017 0.483
7497421 80.00 0.250 0.017 0.608
7497793 80.00 0.250 0.017 0.733
7497846 80.00 0.250 0.017 0.358
7498065 74.00 0.250 0.017 0.108
7498472 46.92 0.250 0.017 0.608
7498599 64.23 0.250 0.017 0.483
7499028 79.17 0.250 0.017 0.483
7499404 54.17 0.250 0.017 0.108
7499644 95.00 17 0.250 0.017 0.483
7499888 79.99 0.250 0.017 0.358
7500056 80.00 0.250 0.017 0.358
7500528 86.15 17 0.250 0.017 0.483
7500552 95.00 06 0.250 0.017 0.608
7500929 85.00 24 0.250 0.017 0.858
7502395 80.00 0.250 0.017 0.233
7502542 57.43 0.250 0.017 0.483
7502747 64.30 0.250 0.017 0.358
7503281 75.00 0.250 0.017 0.983
7503906 58.31 0.250 0.017 0.358
7503928 84.93 06 0.250 0.017 0.608
7504777 80.00 0.250 0.017 0.108
7506355 76.92 0.250 0.017 0.233
7506714 70.00 0.250 0.017 0.000
7506965 53.90 0.250 0.017 0.233
7507033 79.99 0.250 0.017 0.233
7507514 80.00 0.250 0.017 0.358
7508383 75.00 0.250 0.017 1.108
7508738 94.98 17 0.250 0.017 0.733
7509355 61.45 0.250 0.017 0.108
7510949 80.00 0.250 0.017 0.483
7511278 80.00 0.250 0.017 0.000
7511937 80.00 0.250 0.017 0.233
7512404 90.00 06 0.250 0.017 0.358
7513045 79.99 0.250 0.017 0.608
7513369 45.87 0.250 0.017 0.358
7513403 64.47 0.250 0.017 0.608
7514036 95.00 17 0.250 0.017 0.858
7515162 79.82 0.250 0.017 0.233
7515278 79.79 0.250 0.017 0.000
7515319 80.00 0.250 0.017 0.608
7516285 49.11 0.250 0.017 0.483
7516571 64.32 0.250 0.017 0.108
7516827 73.26 0.250 0.017 0.233
7518280 60.00 0.250 0.017 0.733
7520107 83.14 17 0.250 0.017 0.483
7520215 47.34 0.250 0.017 0.608
7521082 80.00 0.250 0.017 0.233
7521262 80.00 0.250 0.017 0.358
7522558 55.56 0.250 0.017 0.233
7522669 67.92 0.250 0.017 0.733
7524892 61.08 0.250 0.017 0.358
7526245 76.00 0.250 0.017 0.233
7526547 90.00 24 0.250 0.017 0.358
7526699 70.00 0.250 0.017 0.000
7527256 62.98 0.250 0.017 0.108
7527652 65.81 0.250 0.017 0.483
7527789 58.82 0.250 0.017 0.858
7528351 80.00 0.250 0.017 0.358
7530120 70.00 0.250 0.017 0.358
7530432 65.00 0.250 0.017 0.000
7531288 90.00 01 0.250 0.017 0.608
7531988 80.00 0.250 0.017 0.733
7532665 90.00 13 0.250 0.017 0.858
7532740 70.98 0.250 0.017 0.983
7533687 74.35 0.250 0.017 0.233
7534674 63.36 0.250 0.017 0.608
7536599 57.52 0.250 0.017 0.108
7540783 79.98 0.250 0.017 0.733
7541701 80.00 0.250 0.017 0.358
7543475 68.78 0.250 0.017 0.233
7544507 55.17 0.250 0.017 0.483
7544911 55.75 0.250 0.017 0.108
7550480 80.00 0.250 0.017 0.733
7560718 59.00 0.250 0.017 0.608
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1999-04 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- ----------------------- ----- ----- -------- -------- -------- ---------- -------- ---------- -------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- ----------------------- ----- ----- -------- -------- -------- ---------- -------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4766208 NEW YORK NY 10019 SFD 6.625 6.358 $1,844.10 360 1-Feb-28 $284,846.39
4805812 WAYNE NJ 07470 PUD 8.500 6.500 $1,266.09 286 1-Aug-21 $152,080.04
4841314 VISALIA CA 93277 SFD 7.750 6.500 $1,829.72 360 1-Jul-28 $254,113.45
4841627 WELLESLEY MA 02481 SFD 7.250 6.500 $2,276.77 360 1-Nov-28 $332,964.18
4845523 ANAHEIM CA 92807 SFD 7.375 6.500 $1,889.69 360 1-Aug-28 $272,331.50
4861174 PARK CITY UT 84060 PUD 7.375 6.500 $2,016.78 360 1-Apr-28 $289,715.56
4871598 RAMONA CA 92065 SFD 7.375 6.500 $1,968.43 360 1-Aug-28 $283,668.02
4872233 FREMONT CA 94555 SFD 7.250 6.500 $1,705.45 360 1-Aug-28 $247,824.60
4873794 GLENVIEW IL 60025 SFD 7.250 6.500 $2,353.51 360 1-Sep-28 $343,637.97
4874746 DOWNEY CA 90240 SFD 7.375 6.500 $2,928.46 360 1-Aug-28 $422,034.26
4875812 MOORPARK CA 93021 SFD 7.375 6.500 $1,751.55 360 1-Aug-28 $252,424.26
4879372 MONROE TOWHSHIP NJ 08831 PUD 7.375 6.500 $1,523.70 360 1-Jul-28 $219,413.04
4879762 MILLBURN TOWNSHIP NJ 07078 SFD 7.000 6.500 $7,318.33 360 1-Aug-28 $1,094,510.52
4881091 COTTAGE GROVE OR 97424 SFD 7.750 6.500 $1,289.55 360 1-Aug-28 $179,225.28
4882904 ALAMO CA 94507 SFD 7.000 6.500 $2,247.40 360 1-Dec-28 $337,244.58
4885140 DEL MAR CA 92014 SFD 7.350 6.500 $2,228.83 360 1-Sep-28 $322,247.79
4886934 MADRID IA 50156 SFD 7.000 6.500 $2,767.66 360 1-Dec-28 $415,316.02
4888937 YORBA LINDA CA 92886 SFD 7.000 6.500 $3,060.40 360 1-Sep-28 $458,092.54
4890392 ATLANTA GA 30327 SFD 7.875 6.500 $9,389.65 360 1-Sep-28 $1,290,485.07
4891463 CHICAGO IL 60626 SFD 8.125 6.500 $2,702.69 360 1-Aug-28 $362,546.95
4906939 COSTA MESA CA 92627 SFD 7.375 6.500 $1,701.82 360 1-Sep-28 $245,450.97
4906998 GENEVA FL 32732 SFD 7.375 6.500 $1,788.85 360 1-Oct-28 $258,204.38
4908153 GILROY CA 95020 SFD 7.125 6.500 $2,114.80 360 1-Oct-28 $312,715.94
4909514 SAN JOSE CA 95135 SFD 7.250 6.500 $2,351.80 360 1-Oct-28 $343,664.47
4909556 THOUSAND OAKS CA 91362 SFD 7.250 6.500 $2,073.82 360 1-Sep-28 $302,693.82
4909944 LOS ANGELES CA 91364 SFD 7.375 6.500 $3,315.24 360 1-Oct-28 $478,525.52
4909951 BLOOMFIELD HILLS MI 48302 SFD 7.375 6.500 $4,144.05 360 1-Oct-28 $598,156.89
4909997 NAPERVILLE IL 60564 SFD 7.375 6.500 $1,975.34 360 1-Oct-28 $283,098.28
4910260 LOS ANGELES CA 90049 SFD 7.125 6.500 $3,489.86 360 1-Oct-28 $514,269.45
4910654 NEW ALBANY OH 43054 SFD 7.250 6.500 $2,791.47 360 1-Sep-28 $407,584.50
4911858 MISSION VIEJO CA 92691 PUD 7.375 6.500 $2,608.86 360 1-Sep-28 $375,657.08
4912298 AMES IA 50014 SFD 7.375 6.500 $1,933.89 360 1-Sep-28 $278,921.54
4912886 STREAMWOOD IL 60107 SFD 7.375 6.500 $1,657.63 360 1-Oct-28 $239,262.72
4912916 STRATTON VT 05155 SFD 7.375 6.500 $1,972.57 360 1-Oct-28 $284,722.67
4915017 PORT CLINTON OH 43452 SFD 7.750 6.500 $2,256.70 360 1-Jan-29 $314,777.67
4916442 WESTERVILLE OH 43082 SFD 7.125 6.500 $1,758.41 360 1-Dec-28 $260,581.32
4918619 PIPERSVILLE PA 18947 SFD 7.125 6.500 $2,526.45 360 1-Dec-28 $373,486.33
4919270 LOS ALTOS CA 94022 SFD 7.350 6.500 $3,885.81 360 1-Oct-28 $562,258.85
4919357 SAN JOSE CA 95129 SFD 7.050 6.500 $1,671.66 360 1-Oct-28 $249,180.84
4919439 CAMARILLO CA 93012 SFD 7.350 6.500 $1,791.33 360 1-Oct-28 $259,108.07
4919461 SAN JOSE CA 95120 SFD 7.450 6.500 $4,224.17 360 1-Oct-28 $605,262.61
4919471 IRVINE CA 92612 PUD 7.400 6.500 $2,104.84 360 1-Oct-28 $303,070.28
4919472 ATHERTON CA 94027 SFD 6.950 6.500 $2,682.88 360 1-Oct-28 $403,624.29
4919484 SAN LUIS OBISPO CA 93401 PUD 7.300 6.500 $3,839.20 360 1-Oct-28 $558,254.02
4919485 MORGAN HILL CA 95037 SFD 7.000 6.500 $2,228.77 360 1-Oct-28 $333,285.03
4919500 SAN JOSE CA 95125 SFD 7.450 6.500 $2,435.28 360 1-Oct-28 $348,940.74
4919599 SAN FRANCISCO CA 94109 LCO 7.150 6.500 $2,242.36 360 1-Sep-28 $330,663.20
4919629 SANTA BARBARA CA 93110 SFD 7.250 6.500 $1,964.67 360 1-Oct-28 $286,985.89
4919646 SANTA BARBARA CA 93105 SFD 7.400 6.500 $3,323.43 360 1-Oct-28 $478,532.78
4919682 NORTHRIDGE CA 91324 SFD 7.300 6.500 $2,056.72 360 1-Sep-28 $298,827.22
4919980 SAN JOSE CA 95124 SFD 7.400 6.500 $2,056.37 360 1-Sep-28 $295,861.55
4920013 SHERMAN OAKS CA 91423 SFD 7.150 6.500 $1,644.62 360 1-Sep-28 $242,239.18
4920067 ALPINE CA 91901 SFD 7.000 6.500 $1,796.32 360 1-Sep-28 $268,577.41
4920109 LAGUNA NIGUEL CA 92677 PUD 7.150 6.500 $1,823.60 360 1-Oct-28 $268,693.86
4920110 POWDER SPRINGS GA 30127 SFD 7.125 6.500 $2,099.45 360 1-Sep-28 $309,671.28
4920210 SUNNYVALE CA 94087 SFD 7.050 6.500 $2,153.10 360 1-Sep-28 $320,677.80
4920214 SANTA CRUZ CA 95062 SFD 7.100 6.500 $2,634.37 360 1-Sep-28 $390,406.06
4920344 REDWOOD CITY CA 94061 PUD 7.400 6.500 $1,717.11 360 1-Sep-28 $247,049.47
4920382 LOS ANGELES CA 90056 SFD 7.125 6.500 $1,967.26 360 1-Sep-28 $290,752.05
4920392 LOS ANGELES CA 91304 SFD 7.250 6.500 $1,841.88 360 1-Sep-28 $268,911.71
4920405 VISTA CA 92084 SFD 7.150 6.500 $1,742.55 360 1-Oct-28 $257,171.44
4920424 IRVINE CA 92606 SFD 7.250 6.500 $2,253.23 360 1-Sep-28 $328,996.00
4920808 ANAHIEM CA 92808 SFD 7.125 6.500 $1,740.22 360 1-Jun-28 $256,612.75
4920809 EL CAJON CA 92019 SFD 7.875 6.500 $2,610.25 360 1-Oct-28 $358,999.20
4921113 REDWOOD CITY CA 94061 SFD 7.100 6.500 $2,452.92 360 1-Sep-28 $363,515.86
4921993 RANCHO CUCAMONGA CA 91737 SFD 7.300 6.500 $1,919.60 360 1-Oct-28 $278,579.48
4922081 MUNSTER IN 46321 SFD 7.500 6.500 $2,041.71 360 1-Sep-28 $290,902.82
4922086 SAN RAFAEL CA 94901 SFD 7.350 6.500 $1,846.45 360 1-Sep-28 $266,962.61
4922133 GILROY CA 95020 SFD 7.150 6.500 $1,918.16 360 1-Sep-28 $282,856.49
4922406 LIGHTHOUSE POINT FL 33064 SFD 7.800 6.500 $1,709.70 360 1-Oct-28 $236,461.92
4923741 TUCSON AZ 85737 PUD 7.125 6.500 $1,643.87 360 1-Oct-28 $243,212.54
4924063 SCOTTSDALE AZ 85262 SFD 7.375 6.500 $2,362.11 360 1-Aug-28 $338,835.75
4924066 ST. CHARLES IL 60175 SFD 7.250 6.500 $3,547.32 360 1-Oct-28 $518,362.63
4924217 WASHINGTON DC 20009 MF2 7.625 6.500 $1,981.83 360 1-Nov-28 $279,388.14
4924969 TULSA OK 74114 SFD 7.625 6.500 $4,600.66 360 1-Jan-29 $649,529.55
4926506 SAN JOSE CA 95120 SFD 7.375 6.500 $2,009.87 360 1-Sep-28 $289,879.15
4929623 BEAVERTON OR 97007 SFD 7.250 6.500 $2,114.75 360 1-Oct-28 $309,023.88
4929673 WELLESLEY MA 02481 SFD 7.125 6.500 $2,816.15 360 1-Jan-29 $417,665.73
4930125 WELLESLEY MA 02181 SFD 7.500 6.500 $6,992.15 360 1-Sep-28 $996,242.57
4930358 DOVER TOWNSHIP NJ 08753 LCO 7.875 6.500 $585.50 360 1-Nov-28 $80,582.17
4930544 CINCINNATI OH 45248 LCO 7.875 6.500 $601.45 360 1-Nov-28 $82,777.60
4931194 CANTON MI 48188 SFD 7.500 6.500 $1,702.59 360 1-Oct-28 $242,770.35
4939887 BATON ROUGE LA 70810 SFD 7.000 6.500 $2,395.09 360 1-Jan-29 $359,704.91
4941414 BETHANY BEACH DE 19930 SFD 7.000 6.500 $2,235.42 360 1-Nov-28 $335,168.91
4941443 MORAGA CA 94556 SFD 7.250 6.500 $2,148.86 360 1-Dec-28 $314,507.05
4941452 BETHESDA MD 20817 SFD 7.125 6.500 $1,753.69 360 1-Nov-28 $259,671.81
4941460 CHESTERFIELD TOWNSHIP MI 48047 SFD 7.250 6.500 $1,794.12 360 1-Nov-28 $262,380.79
4941466 FULLERTON CA 92835 SFD 7.125 6.500 $2,917.21 360 1-Dec-28 $432,305.42
4941511 SAN RAFAEL CA 94901 SFD 6.750 6.483 $2,127.41 360 1-Nov-28 $327,148.02
4941566 MILL CREEK WA 98012 SFD 7.250 6.500 $1,937.38 360 1-Nov-28 $283,331.33
4941591 MENDOCINO CA 95460 SFD 7.000 6.500 $1,995.91 360 1-Nov-28 $299,257.96
4941722 MILLCREEK WA 98012 SFD 7.750 6.500 $2,205.12 360 1-Nov-28 $307,144.04
4941735 OAKLAND CA 94605 SFD 7.125 6.500 $673.72 360 1-Nov-28 $99,758.67
4941940 MERCER ISLAND WA 98040 SFD 7.375 6.500 $2,382.83 360 1-Sep-28 $343,469.95
4941949 ISSAQUAH WA 98029 SFD 7.125 6.500 $2,347.91 360 1-Nov-28 $347,658.95
4941978 MCKINNEY TX 75070 SFD 7.500 6.500 $2,160.57 360 1-Oct-28 $308,074.08
4941992 SALEM MA 01970 SFD 7.250 6.500 $1,757.29 360 1-Nov-28 $256,993.48
4941997 GLENDALE AZ 85308 SFD 7.000 6.500 $1,909.42 360 1-Nov-28 $286,290.11
4942018 SCOTTSDALE AZ 85260 SFD 7.125 6.500 $3,072.16 360 1-Nov-28 $454,899.51
4942028 SAN MATEO CA 94402 SFD 6.875 6.500 $3,818.40 360 1-Dec-28 $580,270.56
4942032 PORTLAND OR 97212 SFD 7.000 6.500 $1,809.63 360 1-Nov-28 $271,327.21
4942067 REDMOND WA 98052 SFD 7.250 6.500 $3,376.77 360 1-Oct-28 $493,441.37
4942303 SEATTLE WA 98199 SFD 7.375 6.500 $2,175.63 360 1-Nov-28 $312,964.49
4942309 DUBLIN CA 94568 SFD 7.125 6.500 $1,344.75 360 1-Nov-28 $199,118.28
4942354 EVERETT WA 98201 SFD 7.375 6.500 $2,203.25 360 1-Nov-28 $316,565.19
4942370 LOS ALTOS CA 94022 SFD 7.000 6.500 $3,040.43 360 1-Nov-28 $455,869.64
4942376 PALISADES PARK NJ 07650 MF2 8.500 6.500 $3,075.66 360 1-Nov-28 $398,957.02
4942383 CHARLOTTESVILLE VA 22901 SFD 7.125 6.500 $2,317.60 360 1-Nov-28 $343,169.79
4942392 BOSTON MA 02118 LCO 7.250 6.500 $2,039.71 360 1-Nov-28 $298,296.01
4942398 MARPLE PA 19008 SFD 7.375 6.500 $1,630.00 360 1-Oct-28 $235,275.02
4942410 LAGUNA NIGUEL CA 92677 SFD 7.250 6.500 $1,671.33 360 1-Oct-28 $244,164.83
4942418 REDMOND WA 98053 SFD 7.375 6.500 $2,141.09 360 1-Nov-28 $309,288.00
4942419 BAILEY CO 80421 SFD 7.000 6.500 $1,657.94 360 1-Nov-28 $248,583.61
4942424 SCHAUMBURG IL 60194 SFD 7.125 6.500 $2,896.99 360 1-Nov-28 $428,962.27
4942502 SEATTLE WA 98177 SFD 7.250 6.500 $4,427.32 360 1-Nov-28 $647,471.97
4942505 BETHESDA MD 20816 SFD 7.125 6.500 $2,263.70 360 1-Nov-28 $334,982.51
4942535 MANASSAS VA 20111 SFD 6.875 6.500 $1,672.21 360 1-Dec-28 $253,253.13
4942549 OGDEN UT 84403 SFD 7.500 6.500 $1,692.10 360 1-Oct-28 $241,274.84
4942576 COLLEYVILLE TX 76034 SFD 7.250 6.500 $2,435.37 360 1-Nov-28 $356,159.46
4942617 ARLINGTON VA 22207 SFD 6.500 6.233 $1,953.10 360 1-Dec-28 $308,439.79
4942624 VIENNA VA 22181 SFD 6.875 6.500 $1,905.10 360 1-Nov-28 $289,264.88
4942631 BOULDER CO 80304 SFD 7.875 6.500 $1,914.18 360 1-Nov-28 $263,451.38
4942649 CABIN JOHN MD 20818 SFD 6.875 6.500 $2,459.54 360 1-Dec-28 $373,769.12
4942674 KINGSTON MA 02364 SFD 7.250 6.500 $1,978.31 360 1-Nov-28 $289,317.21
4942968 SAN RAFAEL CA 94903 SFD 6.875 6.500 $1,749.08 360 1-Nov-28 $265,575.08
4942974 TEMPE AZ 85284 SFD 7.000 6.500 $2,448.32 360 1-Nov-28 $367,089.76
4942982 BETHESDA MD 20817 SFD 6.875 6.500 $1,799.99 360 1-Nov-28 $273,305.44
4943002 SOQUEL CA 95073 SFD 7.375 6.500 $1,176.91 360 1-Nov-28 $170,008.62
4943016 GOLD HILL OR 97525 SFD 7.000 6.500 $2,235.42 360 1-Nov-28 $335,168.91
4943034 BOULDER CO 80304 SFD 7.000 6.500 $2,176.87 360 1-Dec-28 $326,662.03
4943054 DANVILLE CA 94506 SFD 6.875 6.500 $2,791.95 360 1-Nov-28 $423,922.69
4943072 RENTON WA 98056 SFD 6.625 6.358 $1,618.71 360 1-Nov-28 $252,127.18
4943079 PLEASANTON CA 94566 SFD 7.000 6.500 $1,629.99 360 1-Dec-28 $244,394.02
4943087 REDMOND WA 98053 SFD 7.250 6.500 $2,892.43 360 1-Nov-28 $423,001.71
4943099 ATLANTA GA 30307 SFD 7.000 6.500 $2,581.38 360 1-Dec-28 $387,362.05
4943108 SAN CARLOS CA 94070 SFD 6.625 6.358 $2,465.20 360 1-Nov-28 $383,905.14
4943113 HIGHLAND PARK TX 75205 SFD 6.875 6.500 $2,760.09 360 1-Nov-28 $418,479.81
4943131 ALPHARETTA GA 30005 SFD 6.625 6.358 $1,679.54 360 1-Nov-28 $261,601.88
4943137 CAMERON PARK CA 95682 SFD 7.750 6.500 $1,145.54 360 1-Dec-28 $159,673.57
4943146 REDMOND WA 98053 SFD 7.500 6.500 $1,943.82 360 1-Oct-28 $277,166.95
4943156 ALEXANDRIA VA 22312 SFD 7.125 6.500 $2,023.86 360 1-Dec-28 $299,918.11
4943161 PLEASANTON CA 94588 SFD 8.125 6.500 $2,103.13 360 1-Nov-28 $282,690.35
4943169 SAN CARLOS CA 94070 SFD 7.000 6.500 $2,070.43 360 1-Nov-28 $310,430.24
4943176 SEATTLE WA 98112 SFD 7.375 6.500 $2,472.62 360 1-Nov-28 $357,177.73
4943193 SARATOGA CA 95070 SFD 6.625 6.358 $3,969.93 360 1-Nov-28 $618,349.89
4943202 GOODYEAR AZ 85338 SFD 6.750 6.483 $1,797.59 360 1-Nov-28 $276,430.11
4943221 PORTLAND OR 97229 SFD 7.500 6.500 $2,062.68 360 1-Nov-28 $294,339.09
4943225 OAKTON VA 22124 SFD 7.500 6.500 $2,293.43 360 1-Sep-28 $326,767.55
4943246 KIRKLAND WA 98034 SFD 7.500 6.500 $1,887.88 360 1-Oct-28 $269,190.94
4943300 EVERETT WA 98203 SFD 7.000 6.500 $1,703.17 360 1-Nov-28 $255,366.81
4943318 CLIFTON VA 22024 SFD 6.125 5.858 $1,521.46 360 1-Oct-28 $249,419.01
4943355 VIENNA VA 22181 SFD 6.875 6.500 $2,627.72 360 1-Dec-28 $399,325.97
4943381 ALPHARETTA GA 30004 SFD 6.875 6.500 $1,970.79 360 1-Dec-28 $299,494.48
4943386 BENTON LA 71006 SFD 7.500 6.500 $4,544.89 360 1-Oct-28 $648,052.28
4943410 MEMPHIS TN 38125 SFD 7.625 6.500 $2,315.55 360 1-Dec-28 $326,674.93
4943420 SEATTLE WA 98112 SFD 7.375 6.500 $2,151.45 360 1-Oct-28 $310,543.13
4943426 NEWNAN GA 30265 SFD 6.875 6.500 $1,596.34 360 1-Nov-28 $242,384.03
4943438 ANAHEIM CA 92808 SFD 6.875 6.500 $2,032.87 360 1-Nov-28 $308,665.58
4943504 SARATOGA CA 95070 SFD 7.125 6.500 $3,253.05 360 1-Nov-28 $481,684.72
4943508 WACONIA MN 55387 SFD 7.125 6.500 $2,021.16 360 1-Nov-28 $299,275.99
4943530 GAITHERSBURG MD 20878 SFD 6.875 6.500 $1,726.41 360 1-Dec-28 $262,357.17
4943539 STEAMBOAT SPRINGS CO 80477 SFD 7.500 6.500 $874.02 360 1-Sep-28 $124,530.32
4943545 ST. LEONARD MD 20685 SFD 6.875 6.500 $2,539.69 360 1-Dec-28 $385,948.56
4943553 MORAGA CA 94556 SFD 7.125 6.500 $3,789.67 360 1-Nov-28 $561,142.49
4943580 SUDBURY MA 01776 SFD 7.125 6.500 $2,735.30 360 1-Nov-28 $404,416.63
4943599 PARKER CO 80134 SFD 7.125 6.500 $1,681.26 360 1-Dec-28 $249,149.70
4943622 BENICIA CA 94510 SFD 7.125 6.500 $2,155.90 360 1-Nov-28 $319,227.73
4944141 BRECKENRIDGE CO 80424 PUD 7.375 6.500 $594.67 360 1-Sep-28 $85,768.38
4944164 LA JOLLA CA 92037 LCO 7.750 6.500 $2,865.65 360 1-Oct-28 $398,859.74
4944184 DEL MAR CA 92014 SFD 7.250 6.500 $2,067.34 360 1-Oct-28 $302,095.75
4944209 SANTA FE NM 87505 SFD 7.375 6.500 $1,771.58 360 1-Oct-28 $255,712.08
4944473 EAST GREENWICH RI 02818 SFD 7.250 6.500 $5,566.56 360 1-Oct-28 $813,430.58
4944578 CANTON MI 48188 SFD 6.875 6.500 $1,642.33 360 1-Nov-28 $249,366.27
4944747 ATLANTA GA 30327 SFD 7.875 6.500 $2,773.39 360 1-Nov-28 $381,705.11
4944782 ENCINITAS CA 92024 SFD 7.375 6.500 $960.04 360 1-Apr-28 $137,912.57
4944813 DANVERS MA 01923 SFD 7.375 6.500 $2,182.44 240 1-Nov-18 $271,986.07
4944817 GLENDALE AZ 85308 PUD 7.375 6.500 $1,680.41 360 1-Sep-28 $242,362.91
4944822 WOODLAND HILLS AREA CA 91367 SFD 7.375 6.500 $1,740.50 360 1-Nov-28 $251,421.21
4944838 COLLIERSVILLE TN 38017 SFD 6.625 6.358 $1,833.85 360 1-Dec-28 $285,893.24
4944864 DANVILLE CA 94526 SFD 7.125 6.500 $3,287.75 360 1-Nov-28 $483,193.14
4944879 BRAINTREE MA 02184 SFD 7.375 6.500 $1,890.38 360 1-Nov-28 $273,071.35
4944911 GAINESVILLE GA 30504 SFD 6.875 6.500 $1,970.79 360 1-Dec-28 $299,494.48
4944918 PHOENIX AZ 85048 SFD 7.250 6.500 $2,193.88 360 1-Oct-28 $320,471.62
4944925 FALLS CHURCH VA 22041 SFD 6.875 6.500 $2,351.81 360 1-Dec-28 $357,396.74
4944969 TOMBALL TX 77375 SFD 7.250 6.500 $3,069.79 360 1-Oct-28 $448,080.05
4944995 NAPERVILLE IL 60565 SFD 6.875 6.500 $1,623.93 360 1-Nov-28 $246,573.38
4945007 HACIENDA HEIGHTS CA 91745 SFD 7.500 6.500 $1,734.05 360 1-Oct-28 $247,256.87
4945017 CHEVY CHASE MD 20815 SFD 7.625 6.500 $3,227.54 360 1-Dec-28 $455,337.82
4945036 DANVILLE CA 94526 SFD 7.375 6.500 $2,576.91 360 1-Dec-28 $372,530.46
4945070 ATLANTA GA 30308 SFD 6.875 6.500 $1,951.08 360 1-Dec-28 $296,398.96
4945110 GRENNBRAE CA 94904 SFD 7.625 6.500 $3,015.20 360 1-Oct-28 $424,754.89
4945160 NORTH HILLS NY 11030 SFD 7.500 6.500 $4,649.78 360 1-Oct-28 $663,007.30
4945208 LAGUNA BEACH CA 92677 SFD 7.375 6.500 $2,417.36 360 1-Oct-28 $348,924.87
4945776 CLARKSON VALLEY MO 63017 SFD 7.750 6.500 $1,613.01 360 1-Jan-28 $223,002.10
4945834 PLANO TX 75093 SFD 7.750 6.500 $1,235.10 360 1-Nov-27 $170,424.85
4945891 CERRITOS CA 90703 SFD 8.125 6.500 $1,636.47 360 1-Sep-27 $217,811.59
4945928 SALT LAKE CITY UT 84124 SFD 7.125 6.500 $2,162.64 360 1-Oct-28 $319,964.01
4946005 POMPTON LAKES NJ 07442 SFD 7.875 6.500 $1,821.38 360 1-Nov-23 $231,716.97
4946036 CARBONDALE CO 81623 SFD 7.625 6.500 $976.76 360 1-Apr-28 $135,719.51
4946351 HOUSTON TX 77057 SFD 7.250 6.500 $2,556.80 360 1-Sep-28 $373,320.32
4946556 SAN MATEO CA 94403 SFD 7.250 6.500 $2,660.49 360 1-Oct-28 $388,771.96
4947444 GOLDEN CO 80401 SFD 7.125 6.500 $2,068.32 360 1-Nov-28 $306,259.09
4947486 DARIEN CT 06820 SFD 6.750 6.483 $2,098.22 360 1-Dec-28 $322,941.37
4947512 PHOENIX AZ 85310 SFD 7.000 6.500 $2,208.80 360 1-Nov-28 $331,178.83
4947526 PRINCETON NJ 08540 SFD 7.000 6.500 $2,035.83 360 1-Dec-28 $305,496.88
4947542 SOUTH BARRINGTON IL 60010 SFD 7.000 6.500 $2,328.56 360 1-Dec-28 $349,424.54
4947564 DENVER CO 80220 SFD 7.125 6.500 $1,845.99 360 1-Dec-28 $273,560.47
4947571 WINDHAM NH 03087 SFD 6.750 6.483 $1,877.70 360 1-Dec-28 $289,000.08
4947577 TIGARD OR 97224 SFD 7.250 6.500 $1,734.78 360 1-Nov-28 $253,627.69
4947593 FRANKLIN LAKES NJ 07417 SFD 7.250 6.500 $3,983.91 360 1-Dec-28 $583,086.09
4947607 FRANKTOWN CO 80116 SFD 6.750 6.483 $1,945.79 360 1-Dec-28 $299,481.97
4947610 CARMEL IN 46032 SFD 7.625 6.500 $4,246.77 360 1-Dec-28 $599,128.70
4947692 CHANTILLY VA 20151 SFD 6.875 6.500 $1,970.79 360 1-Nov-28 $299,239.54
4947746 SALT LAKE CITY UT 84108 SFD 7.250 6.500 $1,773.66 360 1-Jan-29 $259,797.17
4947748 SALT LAKE CITY UT 84109 SFD 7.250 6.500 $1,867.46 360 1-Jan-29 $273,536.45
4949127 HILLSBORO OR 97124 MF2 7.375 6.500 $2,144.55 360 1-Dec-28 $310,026.01
4949144 WEST NEWBURY MA 01985 SFD 7.250 6.500 $1,910.09 360 1-Nov-28 $279,340.77
4949163 BELLEVUE WA 98006 SFD 6.750 6.483 $2,218.21 360 1-Sep-28 $340,511.04
4949222 ST. LOUIS MO 63127 SFD 6.750 6.483 $2,270.10 360 1-Dec-28 $349,395.60
4949259 ORINDA CA 94563 SFD 7.125 6.500 $3,779.57 360 1-Dec-28 $560,100.07
4949269 NORTHRIDGE CA 91326 SFD 7.000 6.500 $1,610.04 360 1-Dec-28 $241,602.10
4949275 SAN JOSE CA 95138 SFD 7.125 6.500 $1,886.41 360 1-Nov-28 $279,324.27
4949285 WESTWOOD MA 02090 SFD 7.125 6.500 $1,819.05 360 1-Dec-28 $269,566.87
4949305 DAVIDSVILLE MD 21035 SFD 7.125 6.500 $2,088.53 360 1-Nov-28 $309,251.86
4949315 TRABUCO CANYON AREA CA 92679 SFD 7.375 6.500 $1,790.23 360 1-Nov-28 $258,604.67
4949577 TULSA OK 74137 SFD 6.875 6.500 $2,864.21 360 1-Jan-29 $435,633.71
4958794 SARASOTA FL 34240 SFD 6.750 6.483 $2,497.11 360 1-Dec-28 $384,335.17
4958822 TAMPA FL 33609 SFD 7.250 6.500 $1,612.32 360 1-Nov-28 $235,793.53
4958845 ELLICOTT CITY MD 21043 SFD 6.750 6.483 $1,744.73 360 1-Nov-28 $268,301.26
4958874 LOUISVILLE KY 40207 SFD 6.875 6.500 $2,173.12 360 1-Nov-28 $329,961.47
4958885 COLUMBIA SC 29212 SFD 7.000 6.500 $1,548.50 360 1-Jul-28 $231,390.86
4958905 SAVANNAH GA 31411 PUD 6.500 6.233 $2,781.10 360 1-Dec-28 $439,202.31
4958927 SIGNAL MOUNTAN TN 37377 SFD 6.500 6.233 $2,654.69 360 1-Dec-28 $419,238.56
4958959 PARKLAND FL 33067 PUD 7.250 6.500 $2,046.53 360 1-Sep-28 $298,815.62
4959089 BETHESDA MD 20814 SFD 7.125 6.500 $2,863.31 360 1-Oct-28 $423,628.36
4959100 TAMPA FL 33626 SFD 6.625 6.358 $1,700.03 360 1-Nov-28 $264,793.36
4959131 WALLED LAKE MI 48390 SFD 6.875 6.500 $1,602.91 360 1-Nov-28 $243,381.48
4959313 WINTER PARK FL 32789 SFD 7.125 6.500 $2,195.36 353 1-May-28 $323,455.17
4959325 TAMPA FL 33629 SFD 7.375 6.500 $2,227.76 342 1-Mar-27 $316,504.80
4959337 COVINGTON GA 30014 SFD 6.875 6.500 $1,694.88 360 1-Nov-28 $257,345.99
4959355 CHATTANOOGA TN 37341 SFD 7.125 6.500 $2,438.86 360 1-Dec-28 $361,419.31
4959362 NORCROSS GA 30092 SFD 6.500 6.233 $1,651.59 360 1-Nov-28 $260,587.51
4959747 SANTA FE NM 87501 SFD 6.875 6.500 $5,255.43 360 1-Dec-28 $798,651.95
4959754 SEATTLE WA 98112 SFD 7.000 6.500 $3,027.13 360 1-Oct-28 $453,495.04
4959799 SAN DIEGO CA 92103 SFD 7.250 6.500 $2,367.15 360 1-Oct-28 $345,907.38
4959804 NEWPORT BEACH CA 92663 LCO 7.250 6.500 $3,837.24 360 1-Nov-28 $561,175.63
4959811 STERLING VA 20164 SFD 7.375 6.500 $2,265.42 360 1-Jul-28 $326,220.35
4959812 LA JOLLA CA 92037 SFD 7.250 6.500 $4,195.38 360 1-Oct-28 $613,063.53
4959842 RALEIGH NC 27609 SFD 6.750 6.483 $2,756.54 360 1-Nov-28 $423,896.07
4959856 KIRKLAND WA 98034 SFD 7.000 6.500 $1,848.88 360 1-Nov-28 $277,212.61
4959863 BELLEVUE WA 98006 SFD 7.125 6.500 $2,355.32 360 1-Oct-28 $348,471.72
4959948 MARIETTA GA 30067 SFD 7.000 6.500 $3,416.99 360 1-Oct-28 $511,901.24
4959964 LAKESIDE MT 59922 SFD 7.375 6.500 $3,280.71 360 1-Jul-28 $472,422.80
4960145 OAKLAND CA 94611 SFD 7.375 6.500 $2,237.79 360 1-Nov-28 $323,255.82
4960152 LOS GATOS CA 95030 SFD 7.375 6.500 $2,304.78 360 1-Nov-28 $331,530.27
4960188 SANTA FE NM 87505 SFD 7.000 6.500 $1,929.38 360 1-Nov-28 $289,282.70
4960230 WEST COVINA CA 91791 SFD 6.750 6.483 $2,231.18 360 1-Nov-28 $343,106.45
4960251 BRENTWOOD TN 37027 SFD 6.500 6.233 $2,497.67 240 1-Nov-18 $332,939.61
4960313 SCOTTSDALE AZ 85259 SFD 7.000 6.500 $1,610.03 360 1-Nov-28 $241,401.44
4960328 NORTH LOGAN UT 84341 SFD 7.125 6.500 $2,627.50 360 1-Dec-28 $389,374.40
4960338 HOUSTON TX 77057 SFD 6.750 6.483 $6,333.56 360 1-Nov-28 $973,963.54
4960366 LOS ANGELES CA 91604 SFD 7.750 6.500 $3,761.16 360 1-Nov-28 $523,881.19
4960369 LOS ANGELES CA 90049 SFD 7.250 6.500 $2,987.93 360 1-Nov-28 $430,399.10
4960636 GRESHAM OR 97080 SFD 7.375 6.500 $794.28 360 1-Dec-28 $114,824.44
4960671 PHOENIX AZ 85044 SFD 7.125 6.500 $2,166.01 360 1-Nov-28 $320,724.10
4960674 BELLAIRE TX 77401 SFD 6.750 6.483 $1,806.35 360 1-Dec-28 $278,019.07
4960681 PHOENIX AZ 85032 SFD 7.000 6.500 $844.93 360 1-Nov-28 $126,685.89
4960683 SCOTTSDALE AZ 85260 SFD 7.125 6.500 $2,075.05 360 1-Nov-28 $306,601.01
4960689 BERKELEY CA 94704 SFD 7.375 6.500 $2,175.63 360 1-Dec-28 $314,519.14
4960694 SARATOGA CA 95070 SFD 7.250 6.500 $3,533.67 360 1-Nov-28 $516,780.40
4960731 BEAVERTON OR 97007 SFD 7.125 6.500 $2,230.01 360 1-Nov-28 $330,201.18
4960747 BOUNTIFUL UT 84010 SFD 7.250 6.500 $2,148.86 360 1-Nov-28 $314,258.34
4960749 LA CRESCENTA CA 91214 SFD 6.875 6.500 $2,680.27 360 1-Dec-28 $406,608.49
4960753 ENGLEWOOD CO 80110 SFD 6.750 6.483 $3,145.70 360 1-Dec-28 $484,162.51
4960762 SAN JOSE CA 95128 SFD 7.500 6.500 $2,071.42 360 1-Nov-28 $295,586.30
4960764 BEAVERCREEK OR 97004 SFD 6.875 6.500 $1,723.78 360 1-Dec-28 $261,957.84
4960770 HOUSTON TX 77027 SFD 7.000 6.500 $2,823.54 360 1-Nov-28 $423,350.29
4960796 LAGUNA NIGUEL CA 92677 SFD 7.125 6.500 $2,358.01 360 1-Nov-28 $349,155.35
4960802 BERNVILLE PA 19506 SFD 7.000 6.500 $1,720.47 360 1-Nov-28 $257,960.37
4960818 TEMECULA CA 92592 SFD 7.250 6.500 $1,875.98 360 1-Dec-28 $274,569.66
4960820 PARK CITY UT 84098 LCO 7.000 6.500 $2,222.11 360 1-Nov-28 $333,173.87
4960823 SAN JOSE CA 95124 SFD 7.125 6.500 $1,876.31 360 1-Nov-28 $277,827.87
4960832 RANCHO PALOS VERDES CA 90275 SFD 7.375 6.500 $4,378.88 360 1-Nov-28 $632,543.82
4960840 SAN MATEO CA 94403 SFD 7.125 6.500 $2,512.97 360 1-Dec-28 $372,401.67
4960844 LOS ANGELES CA 90049 LCO 7.000 6.500 $1,694.86 360 1-Nov-28 $253,503.34
4960906 GAINESVILLE GA 30506 SFD 6.500 6.233 $1,990.68 240 1-Nov-18 $265,357.85
4960948 BUFORD GA 30518 SFD 7.375 6.500 $1,989.15 360 1-Nov-28 $287,338.50
4960953 LIVERMORE CA 94550 SFD 7.125 6.500 $1,812.30 360 1-Nov-28 $268,350.83
4961013 SARATOGA CA 95070 SFD 7.375 6.500 $2,624.57 360 1-Dec-28 $379,419.92
4961015 SAN ANTONIO TX 78257 SFD 6.875 6.500 $4,270.04 360 1-Nov-28 $648,352.35
4961039 SAN DIMAS CA 91773 SFD 7.500 6.500 $3,579.98 360 1-Aug-28 $509,684.21
4961056 VENICE FL 34292 SFD 6.750 6.483 $3,242.99 360 1-Dec-28 $499,136.60
4961065 SCOTTSDALE AZ 85254 SFD 7.250 6.500 $2,114.75 360 1-Oct-28 $309,023.88
4961077 OAK RIDGE TN 37830 SFD 6.875 6.500 $1,822.98 360 1-Dec-28 $277,032.39
4961085 SYKESVILLE MD 21784 SFD 6.875 6.500 $1,896.41 360 1-Nov-28 $287,946.24
4961095 THE WOODLANDS TX 77382 SFD 6.875 6.500 $2,463.48 360 1-Dec-28 $374,368.11
4961162 HOUSTON TX 77024 SFD 6.875 6.500 $1,616.04 360 1-Dec-28 $245,585.49
4961167 ORLAND PARK IL 60467 SFD 7.125 6.500 $1,684.30 360 1-Dec-28 $249,598.97
4961306 BELLA VISTA AR 72714 SFD 6.875 6.500 $2,479.91 360 1-Jan-29 $377,182.85
4961321 BELLAIRE TX 77401 SFD 6.875 6.500 $2,667.13 360 1-Dec-28 $405,315.87
4961326 MONTGOMERY TX 77356 SFD 7.000 6.500 $2,065.76 360 1-Dec-28 $309,989.50
4961359 SAN DIEGO CA 92130 SFD 6.750 6.483 $3,009.50 360 1-Nov-28 $462,794.74
4961363 PARK CITY UT 84098 SFD 7.375 6.500 $2,451.90 360 1-Dec-28 $354,458.08
4961388 HOUSTON TX 77057 SFD 6.875 6.500 $3,815.44 360 1-Nov-28 $579,327.77
4961458 SAN DIEGO CA 92037 SFD 7.125 6.500 $2,411.91 360 1-Nov-28 $357,136.05
4961469 MASON OH 45040 SFD 7.125 6.500 $1,886.41 360 1-Oct-28 $279,096.35
4961482 BELLAIRE TX 77401 SFD 6.625 6.358 $2,212.91 360 1-Dec-28 $344,988.50
4961606 PARADISE VALLEY AZ 85253 SFD 7.000 6.500 $3,438.28 360 1-Dec-28 $515,950.31
4961622 SAN DIEGO CA 92120 SFD 7.250 6.500 $2,046.53 360 1-Dec-28 $299,530.53
4961639 SAN JOSE CA 95128 SFD 7.250 6.500 $1,875.98 360 1-Nov-28 $274,352.54
4961751 SAN DIEGO CA 92130 SFD 6.875 6.500 $4,093.98 360 1-Dec-28 $622,149.88
4961753 RED LODGE MT 59068 SFD 7.000 6.500 $1,101.08 360 1-Dec-28 $165,227.89
4961755 DALLAS TX 75229 SFD 6.750 6.483 $4,215.89 360 1-Nov-28 $648,311.62
4961761 SUGARLAND TX 77478 SFD 6.875 6.500 $2,325.53 360 1-Dec-28 $353,403.49
4961763 BRECKENRIDGE CO 80424 SFD 6.875 6.500 $1,760.57 360 1-Nov-28 $267,320.67
4961791 TEMPE AZ 85284 SFD 7.000 6.500 $2,521.50 360 1-Dec-28 $378,376.85
4961883 DEL MAR CA 92014 SFD 7.125 6.500 $2,445.60 360 1-Nov-28 $362,123.96
4961913 SAN JOSE CA 95120 SFD 7.125 6.500 $1,987.47 360 1-Nov-28 $293,657.43
4962050 LOS ALTOS HILLS CA 94022 SFD 7.125 6.500 $3,995.16 360 1-Dec-28 $592,048.76
4962059 GLENDALE CA 91207 SFD 7.250 6.500 $2,094.28 360 1-Nov-28 $306,277.18
4962078 CARLSBAD CA 92009 SFD 7.125 6.500 $2,128.95 360 1-Dec-28 $315,364.60
4962103 LA JOLLA CA 92037 SFD 7.250 6.500 $3,813.37 360 1-Nov-28 $557,683.85
4962136 NEWPORT BEACH CA 92660 SFD 7.500 6.500 $2,468.23 360 1-Nov-28 $352,060.12
4962142 THE WOODLANDS TX 77381 SFD 6.875 6.500 $1,855.82 360 1-Oct-28 $281,542.49
4962213 PACIFIC PALISADES CA 90272 SFD 7.375 6.500 $3,916.13 360 1-Nov-28 $565,697.71
4962236 RANCHO SANTA FE CA 92067 SFD 6.875 6.500 $2,945.67 360 1-Dec-28 $446,081.18
4962256 SAN DIEGO CA 92067 LCO 7.125 6.500 $3,907.57 360 1-Dec-28 $574,928.99
4963145 VIENNA VA 22181 SFD 6.750 6.483 $1,686.36 360 1-Nov-28 $258,997.82
4963387 SURPRISE AZ 85374 SFD 7.500 6.500 $882.76 360 1-Dec-28 $126,062.02
4963566 VIENNA VA 22182 SFD 6.875 6.500 $1,681.74 360 1-Nov-28 $255,351.08
4963577 ROSWELL GA 30075 SFD 7.125 6.500 $1,806.55 360 1-Aug-26 $261,126.95
4963588 CHAPIN SC 29036 SFD 7.125 6.500 $2,088.53 360 1-Aug-28 $308,490.31
$115,302,038.16
</TABLE>
<TABLE>
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xi) (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>
4766208 73.85 0.250 0.017 0.000
4805812 62.00 0.250 0.017 1.733
4841314 76.81 0.250 0.017 0.983
4841627 75.00 0.250 0.017 0.483
4845523 80.00 0.250 0.017 0.608
4861174 80.00 0.250 0.017 0.608
4871598 75.00 0.250 0.017 0.608
4872233 67.57 0.250 0.017 0.483
4873794 57.50 0.250 0.017 0.483
4874746 80.00 0.250 0.017 0.608
4875812 79.25 0.250 0.017 0.608
4879372 100.00 0.250 0.017 0.608
4879762 37.29 0.250 0.017 0.233
4881091 75.00 0.250 0.017 0.983
4882904 48.40 0.250 0.017 0.233
4885140 69.57 0.250 0.017 0.583
4886934 80.00 0.250 0.017 0.233
4888937 80.00 0.250 0.017 0.233
4890392 70.00 0.250 0.017 1.108
4891463 78.79 0.250 0.017 1.358
4906939 80.00 0.250 0.017 0.608
4906998 77.31 0.250 0.017 0.608
4908153 79.99 0.250 0.017 0.358
4909514 80.00 0.250 0.017 0.483
4909556 74.15 0.250 0.017 0.483
4909944 69.57 0.250 0.017 0.608
4909951 70.59 0.250 0.017 0.608
4909997 71.50 0.250 0.017 0.608
4910260 76.18 0.250 0.017 0.358
4910654 80.00 0.250 0.017 0.483
4911858 89.93 0.250 0.017 0.608
4912298 80.00 0.250 0.017 0.608
4912886 78.69 0.250 0.017 0.608
4912916 80.00 0.250 0.017 0.608
4915017 74.12 0.250 0.017 0.983
4916442 90.00 38 0.250 0.017 0.358
4918619 71.70 0.250 0.017 0.358
4919270 80.00 0.250 0.017 0.583
4919357 48.36 0.250 0.017 0.283
4919439 87.54 11 0.250 0.017 0.583
4919461 79.99 0.250 0.017 0.683
4919471 80.00 0.250 0.017 0.633
4919472 66.99 0.250 0.017 0.183
4919484 79.43 0.250 0.017 0.533
4919485 70.53 0.250 0.017 0.233
4919500 79.55 0.250 0.017 0.683
4919599 80.00 0.250 0.017 0.383
4919629 80.00 0.250 0.017 0.483
4919646 80.00 0.250 0.017 0.633
4919682 68.18 0.250 0.017 0.533
4919980 69.07 0.250 0.017 0.633
4920013 79.84 0.250 0.017 0.383
4920067 72.58 0.250 0.017 0.233
4920109 90.00 11 0.250 0.017 0.383
4920110 75.71 0.250 0.017 0.358
4920210 69.25 0.250 0.017 0.283
4920214 60.31 0.250 0.017 0.333
4920344 80.00 0.250 0.017 0.633
4920382 77.87 0.250 0.017 0.358
4920392 77.14 0.250 0.017 0.483
4920405 69.35 0.250 0.017 0.383
4920424 79.99 0.250 0.017 0.483
4920808 78.27 0.250 0.017 0.358
4920809 88.89 06 0.250 0.017 1.108
4921113 76.84 0.250 0.017 0.333
4921993 80.00 0.250 0.017 0.533
4922081 80.00 0.250 0.017 0.733
4922086 72.43 0.250 0.017 0.583
4922133 80.00 0.250 0.017 0.383
4922406 95.00 11 0.250 0.017 1.033
4923741 79.22 0.250 0.017 0.358
4924063 90.00 06 0.250 0.017 0.608
4924066 80.00 0.250 0.017 0.483
4924217 70.00 0.250 0.017 0.858
4924969 72.12 0.250 0.017 0.858
4926506 77.60 0.250 0.017 0.608
4929623 100.00 0.250 0.017 0.483
4929673 55.73 0.250 0.017 0.358
4930125 90.91 0.250 0.017 0.733
4930358 95.00 17 0.250 0.017 1.108
4930544 70.90 0.250 0.017 1.108
4931194 71.62 0.250 0.017 0.733
4939887 90.00 11 0.250 0.017 0.233
4941414 80.00 0.250 0.017 0.233
4941443 75.00 0.250 0.017 0.483
4941452 95.00 17 0.250 0.017 0.358
4941460 51.07 0.250 0.017 0.483
4941466 79.99 0.250 0.017 0.358
4941511 80.00 0.250 0.017 0.000
4941566 80.00 0.250 0.017 0.483
4941591 80.00 0.250 0.017 0.233
4941722 90.53 33 0.250 0.017 0.983
4941735 80.00 0.250 0.017 0.358
4941940 75.16 0.250 0.017 0.608
4941949 76.59 0.250 0.017 0.358
4941978 79.23 0.250 0.017 0.733
4941992 80.00 0.250 0.017 0.483
4941997 94.10 06 0.250 0.017 0.233
4942018 80.00 0.250 0.017 0.358
4942028 75.00 0.250 0.017 0.108
4942032 87.74 13 0.250 0.017 0.233
4942067 60.22 0.250 0.017 0.483
4942303 45.99 0.250 0.017 0.608
4942309 80.00 0.250 0.017 0.358
4942354 83.95 17 0.250 0.017 0.608
4942370 65.95 0.250 0.017 0.233
4942376 89.89 13 0.250 0.017 1.733
4942383 80.00 0.250 0.017 0.358
4942392 73.83 0.250 0.017 0.483
4942398 80.00 0.250 0.017 0.608
4942410 84.48 01 0.250 0.017 0.483
4942418 62.00 0.250 0.017 0.608
4942419 72.87 0.250 0.017 0.233
4942424 79.96 0.250 0.017 0.358
4942502 59.00 0.250 0.017 0.483
4942505 71.87 0.250 0.017 0.358
4942535 70.71 0.250 0.017 0.108
4942549 61.58 0.250 0.017 0.733
4942576 78.81 0.250 0.017 0.483
4942617 60.71 0.250 0.017 0.000
4942624 56.31 0.250 0.017 0.108
4942631 80.00 0.250 0.017 1.108
4942649 80.00 0.250 0.017 0.108
4942674 75.32 0.250 0.017 0.483
4942968 75.00 0.250 0.017 0.108
4942974 80.00 0.250 0.017 0.233
4942982 88.39 06 0.250 0.017 0.108
4943002 80.00 0.250 0.017 0.608
4943016 80.00 0.250 0.017 0.233
4943034 80.00 0.250 0.017 0.233
4943054 69.67 0.250 0.017 0.108
4943072 80.00 0.250 0.017 0.000
4943079 62.82 0.250 0.017 0.233
4943087 80.00 0.250 0.017 0.483
4943099 79.97 0.250 0.017 0.233
4943108 64.71 0.250 0.017 0.000
4943113 73.07 0.250 0.017 0.108
4943131 76.25 0.250 0.017 0.000
4943137 79.95 0.250 0.017 0.983
4943146 75.14 0.250 0.017 0.733
4943156 80.00 0.250 0.017 0.358
4943161 89.92 06 0.250 0.017 1.358
4943169 80.00 0.250 0.017 0.233
4943176 59.67 0.250 0.017 0.608
4943193 44.29 0.250 0.017 0.000
4943202 80.00 0.250 0.017 0.000
4943221 78.67 0.250 0.017 0.733
4943225 80.00 0.250 0.017 0.733
4943246 75.00 0.250 0.017 0.733
4943300 80.00 0.250 0.017 0.233
4943318 77.76 0.250 0.017 0.000
4943355 80.00 0.250 0.017 0.108
4943381 76.92 0.250 0.017 0.108
4943386 68.42 0.250 0.017 0.733
4943410 90.00 17 0.250 0.017 0.858
4943420 77.88 0.250 0.017 0.608
4943426 90.00 12 0.250 0.017 0.108
4943438 79.99 0.250 0.017 0.108
4943504 79.81 0.250 0.017 0.358
4943508 75.00 0.250 0.017 0.358
4943530 80.00 0.250 0.017 0.108
4943539 27.78 0.250 0.017 0.733
4943545 74.56 0.250 0.017 0.108
4943553 74.01 0.250 0.017 0.358
4943580 69.28 0.250 0.017 0.358
4943599 52.54 0.250 0.017 0.358
4943622 73.56 0.250 0.017 0.358
4944141 60.00 0.250 0.017 0.608
4944164 74.07 0.250 0.017 0.983
4944184 95.00 13 0.250 0.017 0.483
4944209 95.00 13 0.250 0.017 0.608
4944473 70.96 0.250 0.017 0.483
4944578 76.92 0.250 0.017 0.108
4944747 75.00 0.250 0.017 1.108
4944782 71.28 0.250 0.017 0.608
4944813 61.88 0.250 0.017 0.608
4944817 95.00 06 0.250 0.017 0.608
4944822 77.54 0.250 0.017 0.608
4944838 79.67 0.250 0.017 0.000
4944864 72.30 0.250 0.017 0.358
4944879 73.38 0.250 0.017 0.608
4944911 58.82 0.250 0.017 0.108
4944918 80.00 0.250 0.017 0.483
4944925 73.81 0.250 0.017 0.108
4944969 90.00 06 0.250 0.017 0.483
4944995 79.74 0.250 0.017 0.108
4945007 53.91 0.250 0.017 0.733
4945017 71.25 0.250 0.017 0.858
4945036 74.77 0.250 0.017 0.608
4945070 78.16 0.250 0.017 0.108
4945110 63.58 0.250 0.017 0.858
4945160 51.15 0.250 0.017 0.733
4945208 53.93 0.250 0.017 0.608
4945776 95.00 13 0.250 0.017 0.983
4945834 80.00 0.250 0.017 0.983
4945891 95.00 13 0.250 0.017 1.358
4945928 75.00 0.250 0.017 0.358
4946005 80.00 0.250 0.017 1.108
4946036 54.55 0.250 0.017 0.858
4946351 68.15 0.250 0.017 0.483
4946556 72.22 0.250 0.017 0.483
4947444 52.48 0.250 0.017 0.358
4947486 60.47 0.250 0.017 0.000
4947512 80.00 0.250 0.017 0.233
4947526 68.76 0.250 0.017 0.233
4947542 30.43 0.250 0.017 0.233
4947564 69.37 0.250 0.017 0.358
4947571 75.00 0.250 0.017 0.000
4947577 87.69 06 0.250 0.017 0.483
4947593 80.00 0.250 0.017 0.483
4947607 43.48 0.250 0.017 0.000
4947610 70.59 0.250 0.017 0.858
4947692 80.00 0.250 0.017 0.108
4947746 89.66 17 0.250 0.017 0.483
4947748 75.00 0.250 0.017 0.483
4949127 88.61 33 0.250 0.017 0.608
4949144 80.00 0.250 0.017 0.483
4949163 46.40 0.250 0.017 0.000
4949222 31.82 0.250 0.017 0.000
4949259 79.01 0.250 0.017 0.358
4949269 78.06 0.250 0.017 0.233
4949275 80.00 0.250 0.017 0.358
4949285 70.87 0.250 0.017 0.358
4949305 57.84 0.250 0.017 0.358
4949315 80.00 0.250 0.017 0.608
4949577 80.00 0.250 0.017 0.108
4958794 77.00 0.250 0.017 0.000
4958822 89.98 11 0.250 0.017 0.483
4958845 88.20 01 0.250 0.017 0.000
4958874 83.75 13 0.250 0.017 0.108
4958885 95.00 0.250 0.017 0.233
4958905 77.19 0.250 0.017 0.000
4958927 73.04 0.250 0.017 0.000
4958959 66.67 0.250 0.017 0.483
4959089 65.59 0.250 0.017 0.358
4959100 90.00 11 0.250 0.017 0.000
4959131 69.71 0.250 0.017 0.108
4959313 84.16 12 0.250 0.017 0.358
4959325 66.92 0.250 0.017 0.608
4959337 74.78 0.250 0.017 0.108
4959355 68.95 0.250 0.017 0.358
4959362 78.00 0.250 0.017 0.000
4959747 60.61 0.250 0.017 0.108
4959754 65.00 0.250 0.017 0.233
4959799 49.57 0.250 0.017 0.483
4959804 70.31 0.250 0.017 0.483
4959811 89.86 01 0.250 0.017 0.608
4959812 61.50 0.250 0.017 0.483
4959842 65.38 0.250 0.017 0.000
4959856 80.32 0.250 0.017 0.233
4959863 79.82 0.250 0.017 0.358
4959948 80.00 0.250 0.017 0.233
4959964 59.75 0.250 0.017 0.608
4960145 67.08 0.250 0.017 0.608
4960152 60.89 0.250 0.017 0.608
4960188 58.00 0.250 0.017 0.233
4960230 80.00 0.250 0.017 0.000
4960251 76.14 0.250 0.017 0.000
4960313 75.63 0.250 0.017 0.233
4960328 57.02 0.250 0.017 0.358
4960338 70.00 0.250 0.017 0.000
4960366 72.41 0.250 0.017 0.983
4960369 62.13 0.250 0.017 0.483
4960636 63.89 0.250 0.017 0.608
4960671 70.81 0.250 0.017 0.358
4960674 75.27 0.250 0.017 0.000
4960681 63.50 0.250 0.017 0.233
4960683 67.84 0.250 0.017 0.358
4960689 70.00 0.250 0.017 0.608
4960694 71.94 0.250 0.017 0.483
4960731 79.00 0.250 0.017 0.358
4960747 75.00 0.250 0.017 0.483
4960749 80.00 0.250 0.017 0.108
4960753 59.88 0.250 0.017 0.000
4960762 75.00 0.250 0.017 0.733
4960764 77.86 0.250 0.017 0.108
4960770 59.77 0.250 0.017 0.233
4960796 62.95 0.250 0.017 0.358
4960802 68.05 0.250 0.017 0.233
4960818 89.58 13 0.250 0.017 0.483
4960820 80.00 0.250 0.017 0.233
4960823 65.53 0.250 0.017 0.358
4960832 63.40 0.250 0.017 0.608
4960840 67.82 0.250 0.017 0.358
4960844 77.20 0.250 0.017 0.233
4960906 53.40 0.250 0.017 0.000
4960948 76.80 0.250 0.017 0.608
4960953 79.35 0.250 0.017 0.358
4961013 46.06 0.250 0.017 0.608
4961015 61.90 0.250 0.017 0.108
4961039 78.77 0.250 0.017 0.733
4961056 26.32 0.250 0.017 0.000
4961065 73.81 0.250 0.017 0.483
4961077 75.00 0.250 0.017 0.108
4961085 79.09 0.250 0.017 0.108
4961095 68.18 0.250 0.017 0.108
4961162 80.00 0.250 0.017 0.108
4961167 80.00 0.250 0.017 0.358
4961306 79.47 0.250 0.017 0.108
4961321 80.00 0.250 0.017 0.108
4961326 87.84 06 0.250 0.017 0.233
4961359 79.99 0.250 0.017 0.000
4961363 78.89 0.250 0.017 0.608
4961388 80.00 0.250 0.017 0.108
4961458 46.49 0.250 0.017 0.358
4961469 80.00 0.250 0.017 0.358
4961482 66.46 0.250 0.017 0.000
4961606 68.00 0.250 0.017 0.233
4961622 80.00 0.250 0.017 0.483
4961639 62.50 0.250 0.017 0.483
4961751 80.00 0.250 0.017 0.108
4961753 47.29 0.250 0.017 0.233
4961755 53.50 0.250 0.017 0.000
4961761 70.24 0.250 0.017 0.108
4961763 80.00 0.250 0.017 0.108
4961791 67.68 0.250 0.017 0.233
4961883 59.02 0.250 0.017 0.358
4961913 54.13 0.250 0.017 0.358
4962050 46.44 0.250 0.017 0.358
4962059 43.18 0.250 0.017 0.483
4962078 80.00 0.250 0.017 0.358
4962103 77.10 0.250 0.017 0.483
4962136 64.77 0.250 0.017 0.733
4962142 78.47 0.250 0.017 0.108
4962213 43.62 0.250 0.017 0.608
4962236 37.37 0.250 0.017 0.108
4962256 80.00 0.250 0.017 0.358
4963145 78.31 0.250 0.017 0.000
4963387 74.99 0.250 0.017 0.733
4963566 52.24 0.250 0.017 0.108
4963577 71.30 0.250 0.017 0.358
4963588 70.45 0.250 0.017 0.358
COUNT: #
WAC: 7
WAM: #
WALTV: #
</TABLE>
<PAGE>
NASCOR
NMI / 1999-04 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (xvii) (xviii)
- ----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ------------------------------------------------- --------------------------------------
<S> <C> <C>
4766208 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4805812 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4841314 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4841627 PLYMOUTH SAVINGS BANK PLYMOUTH SAVINGS BANK
4845523 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4861174 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4871598 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4872233 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4873794 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874746 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4875812 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4879372 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4879762 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4881091 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4882904 STAR BANK STAR BANK
4885140 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4886934 BRENTON MORTGAGE, INC. BRENTON MORTGAGE, INC.
4888937 HOMESIDE LENDING HOMESIDE LENDING
4890392 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4891463 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4906939 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4906998 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4908153 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909514 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909556 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909944 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909951 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909997 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910260 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910654 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4911858 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4912298 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4912886 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4912916 HOMESIDE LENDING HOMESIDE LENDING
4915017 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4916442 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4918619 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4919270 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919357 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919439 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919461 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919471 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919472 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919484 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919485 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919500 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919599 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919629 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919646 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919682 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919980 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920013 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920067 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4920109 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920110 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4920210 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920214 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920344 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920382 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4920392 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4920405 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920424 GMAC MORTGAGE CORP. OF PA GMAC MORTGAGE CORP. OF PA
4920808 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4920809 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4921113 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921993 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922081 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922086 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922133 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922406 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4923741 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924063 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924066 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924217 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924969 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4926506 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4929623 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929673 PLYMOUTH SAVINGS BANK PLYMOUTH SAVINGS BANK
4930125 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930358 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930544 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4931194 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4939887 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4941414 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941443 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941452 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941460 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941466 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941511 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941566 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941591 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941722 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941735 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941940 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941949 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941978 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941992 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941997 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942018 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942028 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942032 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942067 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942303 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942309 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942354 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942370 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942376 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4942383 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942392 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942398 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4942410 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942418 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942419 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4942424 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4942502 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942505 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4942535 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942549 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942576 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942617 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942624 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942631 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942649 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942674 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942968 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942974 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942982 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943002 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943016 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943034 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943054 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943072 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943079 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943087 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943099 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943108 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943113 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943131 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943137 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943146 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943156 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943161 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943169 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943176 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943193 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943202 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943221 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943225 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943246 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943300 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943318 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943355 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943381 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943386 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943410 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943420 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943426 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943438 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943504 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943508 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943530 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943539 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4943545 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943553 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943580 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943599 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943622 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4944141 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944164 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944184 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944209 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944473 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944578 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4944747 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4944782 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944813 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4944817 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944822 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4944838 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4944864 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4944879 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4944911 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4944918 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944925 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4944969 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944995 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4945007 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4945017 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4945036 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4945070 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4945110 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945160 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945208 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945776 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945834 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945891 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945928 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4946005 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4946036 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4946351 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4946556 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4947444 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947486 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947512 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947526 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947542 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947564 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947571 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947577 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947593 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947607 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947610 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947692 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947746 AMERICA FIRST CREDIT UNION AMERICA FIRST CREDIT UNION
4947748 AMERICA FIRST CREDIT UNION AMERICA FIRST CREDIT UNION
4949127 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4949144 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4949163 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4949222 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4949259 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4949269 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4949275 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4949285 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4949305 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4949315 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4949577 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4958794 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4958822 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4958845 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4958874 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4958885 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4958905 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4958927 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4958959 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959089 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959100 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959131 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959313 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959325 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959337 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959355 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959362 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959747 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959754 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959799 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959804 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959811 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959812 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959842 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959856 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959863 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959948 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959964 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960145 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960152 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960188 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960230 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960251 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4960313 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960328 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960338 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960366 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960369 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960636 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960671 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960674 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960681 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960683 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960689 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960694 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960731 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960747 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960749 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960753 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960762 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960764 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960770 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960796 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960802 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960818 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960820 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960823 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960832 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960840 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960844 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960906 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4960948 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4960953 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961013 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961015 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961039 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961056 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4961065 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961077 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4961085 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961095 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961162 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961167 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961306 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4961321 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961326 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961359 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961363 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961388 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961458 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961469 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961482 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961606 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961622 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961639 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961751 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961753 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961755 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961761 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961763 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961791 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961883 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961913 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962050 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962059 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962078 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962103 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962136 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962142 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962213 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962236 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962256 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4963145 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4963387 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4963566 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4963577 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4963588 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
COUNT: 332
WAC: 7.170244046
WAM: 355.3140458
WALTV: 72.44079254
</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 1999-4
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 1999-4, 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
February 25, 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 1999-4, Class [A-R][A-LR] Certificate (the
"Class [A-R][A-LR] Certificate") for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity from which it has
not received an affidavit substantially in the form of this affidavit. For these
purposes, a "disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511. For
these purposes, an "ERISA Prohibited Holder" means an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on
behalf of or investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have come due and
intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class [A-R][A-LR] Certificate
as they become due.
5. That the Purchaser understands that it may incur tax liabilities with respect
to the Class [A-R][A-LR] Certificate in excess of cash flows generated by the
Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR] Certificate to any
person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other than a U.S.
Person (a "Non-U.S. Person") that holds the Class [A-R][A-LR] Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the 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][A-LR] Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and
that such transfer of the Class [A-R][A-LR] Certificate will not be disregarded
for federal income tax purposes. "U.S. Person" means a citizen or resident of
the United States, a corporation, partnership (except to the extent provided in
applicable Treasury regulations) or other entity created or organized in or
under the laws of the United States or any political subdivision thereof, an
estate that is subject to U.S. federal income tax regardless of the source of
its income or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and Servicing
Agreement as may be required to further effectuate the restrictions on transfer
of the Class [A-R][A-LR] Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master Servicer as its
agent to act as "tax matters person" of the [Upper-Tier REMIC][Lower-Tier REMIC]
pursuant to Section 3.01 of the Pooling and Servicing Agreement, and if such
designation is not permitted by the Code and applicable law, to act as tax
matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 19 __.
[Name of Purchaser]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or proved
to me to be the same person who executed the foregoing instrument and to be the
[Title of Officer], of the Purchaser, and acknowledged to me that he [she]
executed the same as his [her] free act and deed and the free act and deed of
the Purchaser.
Subscribed and sworn before me this __ day of , 19 __.
----------
- -----------------------------
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
SERIES 1999-4, CLASS [A-R][A-LR]
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has no
actual knowledge that such affidavit is not true and has no reason to know that
the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-4
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 1999-4, 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 February 25, 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
1999-4.
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 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 Seller and 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 1999-4
CLASS [A-12] [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 1999-4, Class [A-12]
[B-1][B-2][B-3] Certificates (the "Class [A-12] [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 February 25, 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
1999-4.
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 [A-12] [B-1] [B-2] [B-3] Certificate is
an "insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60
Fed. Reg. 35925 (July 12, 1995), (B) there is no Plan with respect to
which the amount of such general account's reserves and liabilities for
the contract(s) held by or on behalf of such Plan and all other Plans
maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed
10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the
date of acquisition and (C) the purchase and holding of such Class [A-12]
[B-1][B-2][B-3] Certificate are covered by Sections I and III of PTE 95-60
or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the 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
GMAC Mortgage Corporation Servicing Agreement
FT Mortgage Companies Servicing Agreement
HomeSide Lending Servicing Agreement
Bank United Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
Norwest Mortgage, Inc. Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
Brenton Mortgage, Inc. Servicing Agreement
Hibernia National Bank Servicing Agreement
National City Mortgage Company Servicing Agreement
Home Savings of America, FSB Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
Plymouth Savings Bank Servicing Agreement
America First Credit Union Servicing Agreement
Star Bank Servicing Agreement
Citicorp Mortgage, Inc. Servicing Agreement
Columbia Equities, LTD 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 1999-4, Class
____ (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing Agreement dated as of February 25, 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 I
DEFINITIONS
Section 1.01. DEFINED TERMS.
Whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the State of New York are required or authorized
by law or executive order to be closed.
COLLATERAL FUND: The fund established and maintained pursuant to Section 3.01
hereof.
COLLATERAL FUND PERMITTED INVESTMENTS: Either (i) obligations of, or obligations
fully guaranteed as to principal and interest by, the United States, or any
agency or instrumentality thereof, provided such obligations are backed by the
full faith and credit of the United States, (ii) a money market fund rated in
the highest rating category by a nationally recognized rating agency selected by
the Company, (iii) cash, (iv) mortgage pass-through certificates issued or
guaranteed by Government National Mortgage Association, FNMA or FHLMC, (v)
commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
F-1 by Fitch IBCA, Inc. ("Fitch") or (vi) demand and time deposits in,
certificates of deposit of, any depository institution or trust company (which
may be an affiliate of the Company) incorporated under the laws of the United
States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by Fitch or S&P, (y)
the certificate of deposit or other unsecured short-term debt obligations of
such depository institution or trust company have a rating of at least F-1 by
Fitch or A-1 by S&P or (z) the depository institution or trust company is one
that is acceptable to either Fitch or S&P and, for each of the preceding clauses
(i), (iv), (v) and (vi), the maturity thereof shall be not later than the
earlier to occur of (A) 30 days from the date of the related investment and (B)
the next succeeding Distribution Date as defined in the related Pooling and
Servicing Agreement.
COMMENCEMENT OF FORECLOSURE: The first official action required under local law
in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of
foreclosure (whether in connection with a sale of the related property or
otherwise) or (z) initiation and completion of a short pay-off.
CURRENT APPRAISAL: With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, an appraisal of the related Mortgaged
Property obtained by the Purchaser at its own expense from an independent
appraiser (which shall not be an affiliate of the Purchaser) acceptable to the
Company as nearly contemporaneously as practicable to the time of the
Purchaser's election, prepared based on the Company's customary requirements for
such appraisals.
ELECTION TO DELAY FORECLOSURE: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
ELECTION TO FORECLOSE: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
MONTHLY ADVANCES: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
REQUIRED COLLATERAL FUND BALANCE: As of any date of determination, an amount
equal to the aggregate of all amounts previously required to be deposited in the
Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02. DEFINITIONS INCORPORATED BY REFERENCE.
All capitalized terms not otherwise defined in this Agreement shall have the
meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. REPORTS AND NOTICES.
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the
Purchaser the following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days
or more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection
with any Mortgage Loan, the Company shall cause (to the extent that the
Company as Master Servicer is granted such authority in the related
Servicing Agreement) the Servicer to provide the Purchaser with a notice
(sent by telecopier) of such proposed and imminent foreclosure, stating
the loan number and the aggregate amount owing under the Mortgage Loan.
Such notice may be provided to the Purchaser in the form of a copy of a
referral letter from such Servicer to an attorney requesting the
institution of foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreement) to make its servicing
personnel available (during their normal business hours) to respond to
reasonable inquiries, by phone or in writing by facsimile, electronic, or
overnight mail transmission, by the Purchaser in connection with any
Mortgage Loan identified in a report under subsection (a) (i) (B), (a) (i)
(C), (a) (i) (D), or (a) (ii) which has been given to the Purchaser;
provided, that (1) the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential and (2) the related Servicer shall respond within five
Business Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreement) to provide to the
Purchaser such information as the Purchaser may reasonably request
provided, however, that such information is consistent with normal
reporting practices, concerning each Mortgage Loan that is at least ninety
days delinquent and each Mortgage Loan which has become real estate owned,
through the final liquidation thereof; provided, that the related Servicer
shall only be required to provide information that is readily accessible
to its servicing personnel and is non-confidential provided, however, that
the Purchaser will reimburse the Company and the related Servicer for any
out of pocket expenses.
Section 2.02. PURCHASER'S ELECTION TO DELAY FORECLOSURE
PROCEEDINGS.
(a) The Purchaser shall be deemed to direct the Company to
direct (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) the related Servicer that in
the event that the Company does not receive written notice of the
Purchaser's election pursuant to subsection (b) below within 24 hours
(exclusive of any intervening non-Business Days) of transmission of the
notice provided by the Company under Section 2.01 (a) (ii) subject to
extension as set forth in Section 2.02(b), the related Servicer may
proceed with the Commencement of Foreclosure in respect of such Mortgage
Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has
been brought current or if a refinancing or prepayment occurs with respect
to the Mortgage Loan (including by means of a short payoff approved by the
related Servicer) or (ii) if the related Servicer has reached the terms of
a forbearance agreement with the borrower. In the latter case, the related
Servicer may complete such forbearance agreement unless instructed
otherwise by the Purchaser within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which
a notice under Section 2.01(a)(ii) has been given to the Purchaser, the
Purchaser may elect to instruct the Company to cause, to the extent that
the Company as Master Servicer is granted such authority in the related
Servicing Agreement, the related Servicer to delay the Commencement of
Foreclosure until such time as the Purchaser determines that the related
Servicer may proceed with the Commencement of Foreclosure. Such election
must be evidenced by written notice received within 24 hours (exclusive of
any intervening non-Business Days) of transmission of the notice provided
by the Company under Section 2.01(a)(ii). Such 24 hour period shall be
extended for no longer than an additional four Business Days after the
receipt of the information if the Purchaser requests additional
information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided
only to the extent it (i) is not confidential in nature and (ii) is
obtainable by the related Servicer from existing reports, certificates or
statements or is otherwise readily accessible to its servicing personnel.
The Purchaser agrees that it has no right to deal with the mortgagor
during such period. However, if such servicing activities include
acceptance of a deed-in-lieu of foreclosure or short payoff, the Purchaser
will be notified and given two Business Days to respond.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Purchaser shall
obtain a Current Appraisal as soon as practicable, but in no event more
than 15 business days thereafter, and shall provide the Company with a
copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company,
for deposit in the Collateral Fund, an amount, as calculated by the
Company, equal to the sum of (i) 125% of the greater of the unpaid
principal balance of the Mortgage Loan and the value shown in the Current
Appraisal referred to in subsection (c) above (or, if such Current
Appraisal has not yet been obtained, the Company's estimate thereof, in
which case the required deposit under this subsection shall be adjusted
upon obtaining such Current Appraisal), and (ii) three months' interest on
the Mortgage Loan at the applicable Mortgage Interest Rate. If any
Election to Delay Foreclosure extends for a period in excess of three
months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire
transfer in advance to the Company for deposit in the Collateral Fund the
amount of each additional month's interest, as calculated by the Company,
equal to interest on the Mortgage Loan at the applicable Mortgage Interest
Rate for the Excess Period. The terms of this Agreement will no longer
apply to the servicing of any Mortgage Loan upon the failure of the
Purchaser to deposit any of the above amounts relating to the Mortgage
Loan within two Business Days of the Election to Delay Foreclosure or
within two Business Days of the commencement of the Excess Period subject
to Section 3.01.
(e) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company may
withdraw from the Collateral Fund from time to time amounts necessary to
reimburse the related Servicer for all related Monthly Advances and
Liquidation Expenses thereafter made by such Servicer in accordance with
the Pooling and Servicing Agreement and the related Servicing Agreement.
To the extent that the amount of any such Liquidation Expenses is
determined by the Company based on estimated costs, and the actual costs
are subsequently determined to be higher, the Company may withdraw the
additional amount from the Collateral Fund. In the event that the Mortgage
Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts
paid by the mortgagor is not prohibited pursuant to the Pooling and
Servicing Agreement or the related Servicing Agreement, applicable law or
the related mortgage note. Except as provided in the preceding sentence,
amounts withdrawn from the Collateral Fund to cover Monthly Advances and
Liquidation Expenses shall not be redeposited therein or otherwise
reimbursed to the Purchaser. If and when any such Mortgage Loan is brought
current by the mortgagor, all amounts remaining in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted
withdrawals and deposits pursuant to this subsection) shall be released to
the Purchaser.
(f) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the related Servicer
shall continue to service the Mortgage Loan in accordance with its
customary procedures (other than the delay in Commencement of Foreclosure
as provided herein). If and when the Purchaser shall notify the Company
that it believes that it is appropriate to do so, the related Servicer may
proceed with the Commencement of Foreclosure. In any event, if the
Mortgage Loan is not brought current by the mortgagor by the time the loan
becomes 6 months delinquent, the Purchaser's election shall no longer be
effective and at the Purchaser's option, either (i) the Purchaser shall
purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to
be paid by (x) applying any balance in the Collateral Fund to such to such
purchase price, and (y) to the extent of any deficiency, by wire transfer
of immediately available funds from the Purchaser to the Company for
deposit in the related Certificate Account; or (ii) the related Servicer
shall proceed with the Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay
Foreclosure and as to which the related Servicer proceeded with the
Commencement of Foreclosure in accordance with subsection (f) above, the
Company shall calculate the amount, if any, by which the value shown on
the Current Appraisal obtained under subsection (c) exceeds the actual
sales price obtained for the related Mortgaged Property (net of
Liquidation Expenses and accrued interest related to the extended
foreclosure period), and the Company shall withdraw the amount of such
excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as
additional Liquidation Proceeds pursuant to the Pooling and Servicing
Agreement. After making such withdrawal, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this Agreement) shall be
released to the Purchaser.
Section 2.03. PURCHASER'S ELECTION TO COMMENCE FORECLOSURE
PROCEEDINGS.
(a) In connection with any Mortgage Loan identified in a
report under Section 2.01(a)(i)(B), the Purchaser may elect to instruct
the Company to cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreement, the related
Servicer to proceed with the Commencement of Foreclosure as soon as
practicable. Such election must be evidenced by written notice received by
the Company by 5:00 p.m., New York City time, on the third Business Day
following the delivery of such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to
Foreclose, the Purchaser shall remit to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to 125% of
the current unpaid principal balance of the Mortgage Loan and three months
interest on the Mortgage Loan at the applicable Mortgage Interest Rate. If
and when any such Mortgage Loan is brought current by the mortgagor, all
amounts in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
Agreement) shall be released to the Purchaser if and to the extent that
reimbursement therefor from amounts paid by the mortgagor is not
prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The
terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit the above
amounts relating to the Mortgage Loan within two Business Days of the
Election to Foreclose subject to Section 3.01.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Foreclose, the related Servicer shall
continue to service the Mortgage Loan in accordance with its customary
procedures (other than Commencement of Foreclosure as provided herein). In
connection therewith, the Company shall have the same rights to make
withdrawals for Monthly Advances and Liquidations Expenses from the
Collateral Fund as are provided under Section 2.02(e), and the Company
shall make reimbursements thereto to the limited extent provided under
such subsection in accordance with its customary procedures. The Company
shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i)
the same is stayed as a result of the mortgagor's bankruptcy or is
otherwise barred by applicable law, or to the extent that all legal
conditions precedent thereto have not yet been complied with, or (ii) the
Company believes there is a breach of representations or warranties by the
Company, a Servicer, or a Seller, which may result in a repurchase or
substitution of such Mortgage Loan, or (iii) the Company or related
Servicer reasonably believes the Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances (and, without
limiting the related Servicer's right not to proceed with the Commencement
of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has
been brought current or if a refinancing or prepayment occurs with respect
to the Mortgage Loan (including by means of a short payoff approved by the
Purchaser) or (y) with notice to the Purchaser if the related Servicer has
reached the terms of a forbearance agreement unless instructed otherwise
by the Purchaser within two Business Days of such notification. Any such
instruction shall be based upon a decision that such forbearance agreement
is not in conformity with reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and
as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (c) above, the Company shall
calculate the amount, if any, by which the unpaid principal balance of the
Mortgage Loan at the time of liquidation (plus all unreimbursed interest
and servicing advances and Liquidation Expenses in connection therewith
other than those paid from the Collateral Fund) exceeds the actual sales
price obtained for the related Mortgaged Property, and the Company shall
withdraw the amount of such excess from the Collateral Fund, shall remit
the same to the Trust Estate and in its capacity as Master Servicer shall
apply such amount as additional Liquidation Proceeds pursuant to the
Pooling and Servicing Agreement. After making such withdrawal, all amounts
remaining in the Collateral Fund (after adjustment for all withdrawals and
deposits pursuant to subsection (c) in respect of such Mortgage Loan shall
be released to the Purchaser.
Section 2.04. TERMINATION.
(a) With respect to all Mortgage Loans included in the Trust
Estate, the Purchaser's right to make any Election to Delay Foreclosure or
any Election to Foreclose and the Company's obligations under Section 2.01
shall terminate (i) at such time as the Principal Balance of the Class B
Certificates has been reduced to zero, (ii) if the greater of (x) 43% (or
such lower or higher percentage that represents the related Servicer's
actual historical loss experience with respect to the Mortgage Loans in
the related pool as determined by the Company) of the aggregate principal
balance of all Mortgage Loans that are in foreclosure or are more than 90
days delinquent on a contractual basis and REO properties or (y) the
aggregate amount that the Company estimates through the normal servicing
practices of the related Servicer will be required to be withdrawn from
the Collateral Fund with respect to Mortgage Loans as to which the
Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest
(other than the minority interest therein, but only if the transferee
provides written acknowledgment to the Company of the Purchaser's right
hereunder and that such transferee will have no rights hereunder) in the
Class B Certificates (whether or not such transfer is registered under the
Pooling and Servicing Agreement), including any such transfer in
connection with a termination of the Trust Estate or (iv) upon any breach
of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and
the Company hereunder shall terminate upon the later to occur of (i) the
final liquidation of the last Mortgage Loan as to which the Purchaser made
any Election to Delay Foreclosure or any Election to Foreclose and the
withdrawal of all remaining amounts in the Collateral Fund as provided
herein and (ii) ten Business Days' notice. The Purchaser's right to make
an election pursuant to Section 2.02 or Section 2.03 hereof with respect
to a particular Mortgage Loan shall terminate if the Purchaser fails to
make any deposit required pursuant to Section 2.02(d) or 2.03(b) or if the
Purchaser fails to make any other deposit to the Collateral Fund pursuant
to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. COLLATERAL FUND.
Upon receipt from the Purchaser of the initial amount required to be deposited
in the Collateral Fund pursuant to Article II, the Company shall establish and
maintain with Bankers Trust Company as a segregated account on its books and
records an account (the "Collateral Fund"), entitled "Norwest Bank Minnesota,
National Association, as Master Servicer, for the benefit of registered holders
of Norwest Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 1999-4. Amounts held in the Collateral Fund shall continue to be the
property of the Purchaser, subject to the first priority security interest
granted hereunder for the benefit of the Certificateholders, until withdrawn
from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The Collateral
Fund shall be an "outside reserve fund" within the meaning of the REMIC
Provisions, beneficially owned by the Purchaser for federal income tax purposes.
All income, gain, deduction or loss with respect to the Collateral Fund shall be
that of the Purchaser. All distributions from the Trust Fund to the Collateral
Fund shall be treated as distributed to the Purchaser as the beneficial owner
thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage Loans
as to which the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute or cause to be distributed to the Purchaser all amounts remaining in
the Collateral Fund (after adjustment for all deposits and permitted withdrawals
pursuant to this Agreement) together with any investment earnings thereon. In
the event the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose, prior to any distribution to the Purchaser of all amounts
remaining in the Collateral Fund, funds in the Collateral Fund shall be applied
consistent with the terms of this Agreement.
Section 3.02. COLLATERAL FUND PERMITTED INVESTMENTS.
The Company shall, at the written direction of the Purchaser, invest the funds
in the Collateral Fund in Collateral Fund Permitted Investments. Such direction
shall not be changed more frequently than quarterly. In the absence of any
direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest earned
on deposits in the Collateral Fund (net of any losses on such investments) and
any payments of principal made in respect of any Collateral Fund Permitted
Investment shall be deposited in the Collateral Fund upon receipt. All costs and
realized losses associated with the purchase and sale of Collateral Fund
Permitted Investments shall be borne by the Purchaser and the amount of net
realized losses shall be deposited by the Purchaser in the Collateral Fund
promptly upon realization. The Company shall periodically (but not more
frequently than monthly) distribute to the Purchaser upon request an amount of
cash, to the extent cash is available therefore in the Collateral Fund, equal to
the amount by which the balance of the Collateral Fund, after giving effect to
all other distributions to be made from the Collateral Fund on such date,
exceeds the Required Collateral Fund Balance. Any amounts so distributed shall
be released from the lien and security interest of this Agreement.
Section 3.03. GRANT OF SECURITY INTEREST.
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral"). The Purchaser acknowledges the lien on and the
security interest in the Collateral for the benefit of the Certificateholders.
The Purchaser shall take all actions requested by the Company as may be
reasonably necessary to perfect the security interest created under this
Agreement in the Collateral and cause it to be prior to all other security
interests and liens, including the execution and delivery to the Company for
filing of appropriate financing statements in accordance with applicable law.
The Company shall file appropriate continuation statements, or appoint an agent
on its behalf to file such statements, in accordance with applicable law.
Section 3.04. COLLATERAL SHORTFALLS.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. AMENDMENT.
This Agreement may be amended from time to time by the Company and the Purchaser
by written agreement signed by the Company and the Purchaser.
Section 4.02. COUNTERPARTS.
This Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.03. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State of
New York and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.
Section 4.04. NOTICES.
All demands, notices and direction hereunder shall be in writing or by telecopy
and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
Attention:
Section 4.05. SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. SUCCESSORS AND ASSIGNS.
The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such
provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07. ARTICLE AND SECTION HEADINGS.
The article and section headings herein are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
Section 4.08. CONFIDENTIALITY.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director, employee,
affiliate or independent contractor acting at such party's direction will
disclose the terms of Section 4.09 of this Agreement to any person or entity
other than such party's legal counsel except pursuant to a final, non-appealable
order of court, the pendency of such order the other party will have received
notice of at least five business days prior to the date thereof, or pursuant to
the other party's prior express written consent.
Section 4.09. INDEMNIFICATION.
The Purchaser agrees to indemnify and hold harmless the Company, the Seller, and
each Servicer and each person who controls the Company, the Seller, or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
