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 1999-5, 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-R, Class B-1, Class B-2 and Class
B-3 (the "Offered Certificates"), having an aggregate original principal balance
of $446,044,000. 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 1999-5, Class A-PO Certificates, having an
aggregate initial principal balance of $1,840,080.96, and Class B-4, Class B-5
and Class B-6 Certificates, having an aggregate initial principal balance of
$2,251,244.53 (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 99.09% 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 which are subordinated to
distributions on the Offered Certificates and the Class A-PO Certificates.
Interest on the Offered Certificates will be distributed on each
Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust Estate as a REMIC for
federal income tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-PO, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will be
treated as "regular interests" in the REMIC and the Class A-R Certificate will
be treated as the "residual interest" in the REMIC.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Item 601(a) of Regulation S-K
EXHIBIT NO. DESCRIPTION
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(EX-4) Pooling and Servicing Agreement, dated as
of 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
-----------------------
Alan S. McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
PAPER (P) OR
EXHIBIT NO. DESCRIPTION ELECTRONIC (E)
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(EX-4) Pooling and Servicing E
Agreement, dated as of 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
$450,135,325.49
Mortgage Pass-Through Certificates
Series 1999-5
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01 Definitions..................................................
Section 1.02 Acts of Holders..............................................
Section 1.03 Effect of Headings and Table of Contents.....................
Section 1.04 Benefits of Agreement........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.................................
Section 2.02 Acceptance by 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;
Report 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 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 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 Non-PO Principal Balance....................
Section 11.07 Original Subordinated Percentage.............................
Section 11.08 Original Class B-1 Percentage................................
Section 11.09 Original Class B-2 Percentage................................
Section 11.10 Original Class B-3 Percentage................................
Section 11.11 Original Class B-4 Percentage................................
Section 11.12 Original Class B-5 Percentage................................
Section 11.13 Original Class B-6 Percentage................................
Section 11.14 Original Class B Principal Balance...........................
Section 11.15 Original Principal Balances of the Classes
of Class B Certificates.....................................
Section 11.16 Original Class B-1 Fractional Interest.......................
Section 11.17 Original Class B-2 Fractional Interest.......................
Section 11.18 Original Class B-3 Fractional Interest.......................
Section 11.19 Original Class B-4 Fractional Interest.......................
Section 11.20 Original Class B-5 Fractional Interest.......................
Section 11.21 Closing Date.................................................
Section 11.22 Right to Purchase............................................
Section 11.23 Wire Transfer Eligibility....................................
Section 11.24 Single Certificate...........................................
Section 11.25 Servicing Fee Rate...........................................
Section 11.26 Master Servicing Fee Rate....................................
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-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1999-5 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest Mortgage
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA
Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of 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:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
ACCEPTED MASTER SERVICING PRACTICES: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
ADJUSTED POOL AMOUNT: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates and (ii) the principal portion of all
Realized Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the month preceding such
Distribution Date.
ADJUSTED POOL AMOUNT (PO PORTION): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (y) the principal portion of any Realized Loss (other than a Debt
Service Reduction) incurred on such Mortgage Loan from the Cut-Off Date through
the end of the month preceding such Distribution Date.
ADJUSTED PRINCIPAL BALANCE: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
ADJUSTMENT AMOUNT: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance and Class B Principal Balance as of
the related Determination Date and (B) the sum of (i) the sum of the Class A
Principal Balance and Class B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a) for such Distribution Date without regard to the
provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
AGGREGATE CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date,
the aggregate amount distributable to the Classes of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a) on
such Distribution Date.
AGGREGATE CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
all the Classes of Class A Certificates.
AGGREGATE CURRENT BANKRUPTCY LOSSES: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
AGGREGATE CURRENT FRAUD LOSSES: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
AGGREGATE CURRENT SPECIAL HAZARD LOSSES: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
AGGREGATE FORECLOSURE PROFITS: As to any Distribution Date, the
aggregate amount of Foreclosure Profits with respect to all of the Mortgage
Loans.
AGREEMENT: This Pooling and Servicing Agreement and all amendments
and supplements hereto.
APPLICABLE UNSCHEDULED PRINCIPAL RECEIPT PERIOD: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
AUTHENTICATING AGENT: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There shall initially be no Authenticating
Agent for the Certificates.
AVAILABLE MASTER SERVICER COMPENSATION: As to any Distribution Date,
the sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
BANKRUPTCY CODE: The Bankruptcy Code of 1978, as amended.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; PROVIDED, HOWEVER, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
BANKRUPTCY LOSS AMOUNT: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 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 and Class A-8
Certificates, beneficial ownership and transfers of which shall be evidenced by,
and made through, book entries by the Clearing Agency as described in Section
5.01(b).
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
CERTIFICATE: Any one of the Class A Certificates or Class B
Certificates.
CERTIFICATE ACCOUNT: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the 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-PO Certificates and Class A-R Certificate.
CLASS A CERTIFICATEHOLDER: The registered holder of a Class A
Certificate.
CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-PO Certificates), the
amount distributable to such Class of Class A Certificates pursuant to
Paragraphs first, second and third clause (A) of Section 4.01(a). As to any
Distribution Date and the Class A-PO Certificates, the amount distributable to
the Class A-PO Certificates pursuant to Paragraphs third clause (B) and fourth
of Section 4.01(a) on such Distribution Date.
CLASS A FIXED PASS-THROUGH RATE: As to any Distribution Date, the
rate per annum set forth in Section 11.01.
CLASS A INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
CLASS A INTEREST PERCENTAGE: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-PO Certificates), the
percentage calculated by dividing the Interest Accrual Amount of such Class
(determined without regard to clause (ii) of the definition thereof) by the
Class A Interest Accrual Amount (determined without regard to clause (ii) of the
definition of each Interest Accrual Amount).
CLASS A INTEREST SHORTFALL AMOUNT: As to any Distribution Date and
any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
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-6, and Class A-R Certificates, the Class A Fixed Pass-Through Rate.
As to the Class A-4 and Class A-7 Certificates, 6.00% per annum. As to the Class
A-5 and A-8 Certificates, 6.50% 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-PO Certificates and Class A-R Certificate.
CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date and
any Class of Class A Certificates, the amount, if any, by which the aggregate of
the Class A Interest Shortfall Amounts for such Class for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a).
CLASS A-1 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-1 and Exhibit C hereto.
CLASS A-1 CERTIFICATEHOLDER: The registered holder of a Class A-1
Certificate.
CLASS A-2 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-2 and Exhibit C hereto.
CLASS A-2 CERTIFICATEHOLDER: The registered holder of a Class A-2
Certificate.
CLASS A-3 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-3 and Exhibit C hereto.
CLASS A-3 CERTIFICATEHOLDER: The registered holder of a Class A-3
Certificate.
CLASS A-4 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-4 and Exhibit C hereto.
CLASS A-4 CERTIFICATEHOLDER: The registered holder of a Class A-4
Certificate.
CLASS A-5 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-5 and Exhibit C hereto.
CLASS A-5 CERTIFICATEHOLDER: The registered holder of a Class A-5
Certificate.
CLASS A-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-PO CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
CLASS A-PO CERTIFICATEHOLDER: The registered holder of a Class A-PO
Certificate.
CLASS A-PO DEFERRED AMOUNT: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
CLASS A-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) 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, 6.250% per
annum.
CLASS B PERCENTAGE: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
CLASS B PREPAYMENT PERCENTAGE: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.
CLASS B PRINCIPAL BALANCE: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
CLASS B UNPAID INTEREST SHORTFALL: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
CLASS B-1 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
CLASS B-1 CERTIFICATEHOLDER: The registered holder of a Class
B-1 Certificate.
CLASS B-1 DISTRIBUTION AMOUNT: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
CLASS B-1 INTEREST SHORTFALL AMOUNT: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a).
CLASS B-1 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class B-1 Optimal
Principal Amount will equal the lesser of (A) the Class B-1 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class B-1 Certificates.
CLASS B-1 PERCENTAGE: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
CLASS B-1 PREPAYMENT PERCENTAGE: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
CLASS B-1 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
CLASS B-1 UNPAID INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
CLASS B-2 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
CLASS B-2 CERTIFICATEHOLDER: The registered holder of a Class B-2
Certificate.
CLASS B-2 DISTRIBUTION AMOUNT: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
CLASS B-2 INTEREST SHORTFALL AMOUNT: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).
CLASS B-2 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class B-2 Optimal
Principal Amount will equal the lesser of (A) the Class B-2 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class B-2 Certificates.
CLASS B-2 PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
CLASS B-2 PREPAYMENT PERCENTAGE: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-2 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
CLASS B-2 UNPAID INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).
CLASS B-3 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
CLASS B-3 CERTIFICATEHOLDER: The registered holder of a Class B-3
Certificate.
CLASS B-3 DISTRIBUTION AMOUNT: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
CLASS B-3 INTEREST SHORTFALL AMOUNT: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).
CLASS B-3 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class B-3 Optimal
Principal Amount will equal the lesser of (A) the Class B-3 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class B-3 Certificates.
CLASS B-3 PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.
CLASS B-3 PREPAYMENT PERCENTAGE: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-3 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-3 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.
CLASS B-3 UNPAID INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).
CLASS B-4 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
CLASS B-4 CERTIFICATEHOLDER: The registered holder of a Class B-4
Certificate.
CLASS B-4 DISTRIBUTION AMOUNT: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
CLASS B-4 INTEREST SHORTFALL AMOUNT: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).
CLASS B-4 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class B-4 Optimal
Principal Amount will equal the lesser of (A) the Class B-4 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class B-4 Certificates.
CLASS B-4 PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.
CLASS B-4 PREPAYMENT PERCENTAGE: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-4 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-4 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
CLASS B-4 UNPAID INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).
CLASS B-5 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
CLASS B-5 CERTIFICATEHOLDER: The registered holder of a Class B-5
Certificate.
CLASS B-5 DISTRIBUTION AMOUNT: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
CLASS B-5 INTEREST SHORTFALL AMOUNT: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a).
CLASS B-5 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class B-5 Optimal
Principal Amount will equal the lesser of (A) the Class B-5 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class B-5 Certificates.
CLASS B-5 PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.
CLASS B-5 PREPAYMENT PERCENTAGE: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-5 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
CLASS B-5 UNPAID INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).
CLASS B-6 CERTIFICATE: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
CLASS B-6 CERTIFICATEHOLDER: The registered holder of a Class B-6
Certificate.
CLASS B-6 DISTRIBUTION AMOUNT: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
CLASS B-6 INTEREST SHORTFALL AMOUNT: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).
CLASS B-6 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class B-6 Optimal
Principal Amount will equal the lesser of (A) the Class B-6 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class B-6 Certificates.
CLASS B-6 PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with the provisions of Section 4.01(d)(i), the Class B-6
Percentage for such Distribution Date will be zero.
CLASS B-6 PREPAYMENT PERCENTAGE: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
CLASS B-6 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)
and (b) the Realized Losses allocated through such Determination Date to the
Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool
Amount as of the preceding Distribution Date less the Class A Principal Balance,
the Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
CLASS B-6 UNPAID INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).
CLEARING AGENCY: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
CLEARING AGENCY PARTICIPANT: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
CLOSING DATE: The date of initial issuance of the Certificates,
as set forth in Section 11.21.
CODE: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
COMPENSATING INTEREST: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal
Balance for such Distribution Date and (b) the Available Master Servicing
Compensation for such Distribution Date.
CO-OP SHARES: Shares issued by private non-profit housing
corporations.
CORPORATE TRUST OFFICE: The principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office, at the date of the execution of this instrument is located at 230 South
Tryon Street, Charlotte, North Carolina 28288.
CROSS-OVER DATE: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
CROSS-OVER DATE INTEREST SHORTFALL: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(i) 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
(ii) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the month of
such Distribution Date, the amount of interest that would have accrued at
the Net Mortgage Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such Unscheduled
Principal Receipt is received.
CURRENT CLASS A INTEREST DISTRIBUTION AMOUNT: As to any Distribution
Date, the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.
CURRENT CLASS B INTEREST DISTRIBUTION AMOUNT: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a) on such Distribution Date.
CURRENT CLASS B-1 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
CURRENT CLASS B-2 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
CURRENT CLASS B-3 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
CURRENT CLASS B-4 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
CURRENT CLASS B-5 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
CURTAILMENT: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.
CUSTODIAL AGREEMENT: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trustee, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
CUSTODIAL P&I ACCOUNT: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
CUSTODIAN: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 8.13, or its
successor in interest under the Custodial Agreement. The Custodian may (but need
not) be the Trustee or any Person directly or indirectly controlling or
controlled by or under common control of either of them. Neither a Servicer, nor
the Seller nor the Master Servicer nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
CUT-OFF DATE: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.03.
CUT-OFF DATE PRINCIPAL BALANCE: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: As defined in Section 5.01(b).
DENOMINATION: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.
DETERMINATION DATE: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
DISCOUNT MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest
Rate of less than 6.250%.
DISTRIBUTION DATE: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
DUE DATE: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
ELIGIBLE ACCOUNT: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any federal tax on
the REMIC.
ELIGIBLE INVESTMENTS: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any
state of the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating of each
Rating Agency, or such lower rating as would not result in the downgrading
or withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency;
(iii) commercial or finance company paper which is then rated
in the highest long-term commercial or finance company paper rating
category of each Rating Agency or the highest short-term rating category
of each Rating Agency, or such lower rating category as would not result
in the downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds or banker's acceptances issued by any depository institution or
trust company incorporated under the laws of the United States or of any
state thereof and subject to supervision and examination by federal and/or
state banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to each Rating Agency at
the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency; and
(viiii) such other investments acceptable to each Rating
Agency as would not result in the downgrading of the rating then assigned
to the Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA PROHIBITED HOLDER: As defined in Section 5.02(d).
ERRORS AND OMISSIONS POLICY: As defined in each of the Servicing
Agreements.
EVENT OF DEFAULT: Any of the events specified in Section 7.01.
EXCESS BANKRUPTCY LOSS: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss
represented by the ratio of (a) the excess of the Aggregate Current Bankruptcy
Losses over the then-applicable Bankruptcy Loss Amount, divided by (b) the
Aggregate Current Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy
Loss occurring with respect to a Mortgage Loan on or after the Cross-Over Date
will be an Excess Bankruptcy Loss.
EXCESS FRAUD LOSS: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized in the month preceding the
month of such Distribution Date, (i) if the Aggregate Current Fraud Losses with
respect to such Distribution Date exceed the then-applicable Fraud Loss Amount,
then the portion of such Fraud Loss represented by the ratio of (a) the excess
of the Aggregate Current Fraud Losses over the then-applicable Fraud Loss
Amount, divided by (b) the Aggregate Current Fraud Losses, or (ii) if the
Aggregate Current Fraud Losses with respect to such Distribution Date are less
than or equal to the then-applicable Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Fraud Loss.
EXCESS SPECIAL HAZARD LOSS: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
EXHIBIT F-1 MORTGAGE LOAN: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under the Norwest Servicing Agreement.
EXHIBIT F-2 MORTGAGE LOAN: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor
thereto.
FIDELITY BOND: As defined in each of the Servicing Agreements.
FINAL DISTRIBUTION DATE: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
FINAL SCHEDULED MATURITY DATE: The Final Scheduled Maturity Date for
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-PO, Class A-R, Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates is March 25, 2014 which corresponds to the
"latest possible maturity date" for purposes of Section 860G(a)(1) of the
Internal Revenue Code of 1986, as amended.
FIXED RETAINED YIELD: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.250%,
(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.
FITCH: Fitch IBCA, Inc., or its successor in interest.
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) 6.250%, (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 $9,002,706.51 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
FULL UNSCHEDULED PRINCIPAL RECEIPT: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
HOLDER: See "Certificateholder."
INDEPENDENT: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
INSURANCE POLICY: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
INSURED EXPENSES: Expenses covered by any Insurance Policy covering
a Mortgage Loan.
INTEREST ACCRUAL AMOUNT: As to any Distribution Date and any Class
of Class A Certificates (other than the Class A-PO Certificates), (i) the
product of (a) 1/12th of the Class A Pass-Through Rate for such Class and (b)
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class A Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class A Certificates
with respect to such Distribution Date, (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). The Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of (x) any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class B Certificates with respect to such Distribution
Date pursuant to Section 4.02(e).
LIQUIDATED LOAN: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
LIQUIDATED LOAN LOSS: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
LIQUIDATION EXPENSES: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
LIQUIDATION PROCEEDS: Amounts received by a Servicer (including
Insurance Proceeds) in connection with the liquidation of defaulted Mortgage
Loans or property acquired in respect thereof, whether through foreclosure, sale
or otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
LOAN-TO-VALUE RATIO: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
MASTER SERVICER: Norwest Bank Minnesota, National Association, or
its successor in interest.
MASTER SERVICING FEE: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
MASTER SERVICING FEE RATE: As set forth in Section 11.26.
MID-MONTH RECEIPT PERIOD: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC MORTGAGE LOAN PURCHASE AGREEMENT: The master mortgage loan
purchase agreement dated as of April 1, 1998 between Merrill Lynch Credit
Corporation, as seller, and Norwest Funding, Inc., as purchaser.
MLCC SERVICING AGREEMENT: The Servicing Agreement executed by
Merrill Lynch Credit Corporation, as Servicer.
MONTH END INTEREST: As defined in each Servicing Agreement or with
respect to the MLCC Servicing Agreement, the amount defined as "Compensating
Interest".
MONTHLY PAYMENT: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
MORTGAGE: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
MORTGAGE 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 and F-2, which list may be amended following the Closing
Date upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or
2.03 and which list shall set forth at a minimum the following information of
the close of business on the Cut-Off Date (or, with respect to Substitute
Mortgage Loans, as of the close of business on the day of substitution) as to
each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(xix) 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;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Exhibit F-2 Mortgage Loan, the name of the
Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
MORTGAGE LOANS: Each of the mortgage loans transferred and assigned
to the Trustee on the Closing Date pursuant to Section 2.01 and any mortgage
loans substituted therefor pursuant to Section 2.02 or 2.03, in each case as
from time to time are included in the Trust Estate as identified in the Mortgage
Loan Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
MORTGAGED PROPERTY: The property subject to a Mortgage, which may
include Co-op Shares or residential long-term leases.
MORTGAGOR: The obligor on a Mortgage Note.
NET FORECLOSURE PROFITS: As to any Distribution Date, the amount, if
any, by which (i) Aggregate Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses with respect to such
Distribution Date.
NET LIQUIDATION PROCEEDS: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
NET MORTGAGE INTEREST RATE: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the applicable Servicing Fee Rate, 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 6.250%.
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(f).
NORWEST MORTGAGE: Norwest Mortgage, Inc., or its successor in
interest.
NORWEST MORTGAGE CORRESPONDENTS: The entities listed on the Mortgage
Loan Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
NORWEST SERVICING AGREEMENT: The Servicing Agreement providing for
the servicing of the Exhibit F-1 Mortgage Loans initially by Norwest Mortgage.
OFFICERS' CERTIFICATE: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
OPINION OF COUNSEL: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; PROVIDED, HOWEVER,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
OPTIMAL ADJUSTMENT EVENT: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or fifth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
ORIGINAL CLASS A PERCENTAGE: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8 and Class A-R Certificates, as set forth in
Section 11.06.
ORIGINAL CLASS B PRINCIPAL BALANCE: The sum of the Original Class
B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.14.
ORIGINAL CLASS B-1 FRACTIONAL INTEREST: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
ORIGINAL CLASS B-2 FRACTIONAL INTEREST: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.17.
ORIGINAL CLASS B-3 FRACTIONAL INTEREST: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-3
Fractional Interest is specified in Section 11.18.
ORIGINAL CLASS B-4 FRACTIONAL INTEREST: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-4 Fractional Interest is specified in Section
11.19.
ORIGINAL CLASS B-5 FRACTIONAL INTEREST: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance and the
Original Class B Principal Balance. The Original Class B-5 Fractional Interest
is specified in Section 11.20.
ORIGINAL CLASS B-1 PERCENTAGE: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.08.
ORIGINAL CLASS B-2 PERCENTAGE: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.09.
ORIGINAL CLASS B-3 PERCENTAGE: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.10.
ORIGINAL CLASS B-4 PERCENTAGE: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.11.
ORIGINAL CLASS B-5 PERCENTAGE: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.12.
ORIGINAL CLASS B-6 PERCENTAGE: The Class B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
ORIGINAL CLASS B-1 PRINCIPAL BALANCE: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-2 PRINCIPAL BALANCE: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-3 PRINCIPAL BALANCE: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-4 PRINCIPAL BALANCE: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-5 PRINCIPAL BALANCE: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-6 PRINCIPAL BALANCE: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
ORIGINAL PRINCIPAL BALANCE: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.15.
ORIGINAL SUBORDINATED PERCENTAGE: The Subordinated Percentage as of
the Cut-Off Date, as set forth in Section 11.07.
OTHER SERVICER: Any of the Servicers other than Norwest Mortgage.
OTHER SERVICING AGREEMENTS: The Servicing Agreements other than the
Norwest Servicing Agreement.
OUTSTANDING MORTGAGE LOAN: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Section 2.02 or 2.03.
OWNER MORTGAGE LOAN FILE: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements 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.
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 of a
Class , the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the Original Principal Balance of such
Class of Class A Certificates. With respect to a Class B Certificate of a Class,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
PERIODIC ADVANCE: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any such advances
being equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
PERSON: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
PLAN: As defined in Section 5.02(c).
PO FRACTION: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
POOL BALANCE (NON-PO PORTION): As of any Distribution Date, the sum
of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
POOL BALANCE (PO PORTION): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
POOL DISTRIBUTION AMOUNT: As of any Distribution Date, the funds
eligible for distribution to the Holders of the Certificates on such
Distribution Date, which shall be the sum of (i) all previously undistributed
payments or other receipts on account of principal and interest on or in respect
of the Mortgage Loans (including, without limitation, the proceeds of any
repurchase of a Mortgage Loan by the Seller and any Substitution Principal
Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trustee pursuant to Section 3.03 and (iii) all
other amounts required to be placed in the Certificate Account by the Servicer
on or before the applicable Remittance Date or by the Master Servicer or the
Trustee on or prior to the Distribution Date, but excluding the following: (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 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 6.250% or greater.
PREPAYMENT IN FULL: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
PREPAYMENT INTEREST SHORTFALL: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
PREPAYMENT SHIFT PERCENTAGE: For any Distribution Date will be the
percentage indicated below:
PREPAYMENT SHIFT
DISTRIBUTION DATE OCCURRING IN 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%
PRINCIPAL ADJUSTMENT: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class.
PRINCIPAL BALANCE: As of the first Determination Date and as to any
Class of Class A Certificates, the Original Principal Balance of such Class. As
of any subsequent Determination Date prior to the Cross-Over Date and as to any
Class of Class A Certificates (other than the Class A-PO Certificates), the
Original Principal Balance of such Class 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 on each
Determination Date by an amount equal to the product of the Class A Loss
Percentage of such Class and the excess, if any, of (i) the Class A Non-PO
Principal Balance as of such Determination Date without regard to this sentence
over (ii) the difference between (A) the Adjusted Pool Amount for the preceding
Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over Date
and as to the Class A-PO Certificates, the Original Principal Balance of such
Class less the sum of (a) all amounts previously distributed in respect of the
Class A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, such Principal Balance will also be
reduced on each Determination Date by an amount equal to the difference, if any,
between such Principal Balance as of such Determination Date without regard to
this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
PRINCIPAL PREPAYMENT: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
PRIOR MONTH RECEIPT PERIOD: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
PRIORITY AMOUNT: For any Distribution Date means the lesser of (i)
the sum of the Principal Balances of the Class A-4 and Class A-5 Certificates
and (ii) the sum of (A) the product of (1) the Priority Percentage and (2) the
Scheduled Principal Amount and (B) the product of (1) the Priority Percentage,
(2) the Prepayment Shift Percentage and (3) the Unscheduled Principal Amount.
PRIORITY PERCENTAGE: Means the (i) sum of the Principal Balances of
the Class A-4 and Class A-5 Certificates, divided by (ii) the Pool Balance
(Non-PO Portion).
PROHIBITED TRANSACTION TAX: Any tax imposed under Section 860F of
the Code.
PRUDENT SERVICING PRACTICES: The standard of care set forth in each
Servicing Agreement.
RATING AGENCY: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates and Class B-1
Certificates are Fitch and S&P. The Rating Agency for the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates is Fitch. If any such agency or a successor
is no longer in existence, "Rating Agency" shall be such statistical credit
rating agency, or other comparable Person, designated by the Seller, notice of
which designation shall be given to the Trustee and the Master Servicer.
References herein to the highest short-term rating category of a Rating Agency
shall mean F-1+ in the case of Fitch, A-1+ in the case of S&P and in the case of
any other Rating Agency shall mean its equivalent of such ratings. References
herein to the highest long-term rating categories of a Rating Agency shall mean
AAA, and in the case of any other Rating Agency shall mean its equivalent of
such rating without any plus or minus.
REALIZED LOSSES: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses) and
(ii) Bankruptcy Losses incurred in the month preceding the month of such
Distribution Date.
RECORD DATE: The last Business Day of the month preceding the month
of the related Distribution Date.
RECOVERY: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
RELEVANT ANNIVERSARY: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC PROVISIONS: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
REMITTANCE DATE: As defined in each of the Servicing Agreements.
REO MORTGAGE LOAN: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO PROCEEDS: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
REQUEST FOR RELEASE: A request for release in substantially the form
attached as Exhibit G hereto.
RESPONSIBLE OFFICER: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
RULE 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
S&P: Standard & Poor's, or its successor in interest.
SCHEDULED PRINCIPAL AMOUNT: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(i) and y(iv) of the definition of
Class A Non-PO Optimal Principal Amount, 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: Norwest Mortgage, Inc., Bank United, National City
Mortgage Company, Merrill Lynch Credit Corporation, Countrywide Home Loans,
Inc., Bank of Oklahoma, N.A., Hibernia National Bank, HomeSide Lending, The
Huntington Mortgage Company, Farmers State Bank & Trust Company of Superior,
BankNorth Mortgage Company, Inc. and North American Mortgage Company, as
Servicer under the related Servicing Agreement.
SERVICING AGREEMENTS: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
SERVICING FEE: With respect to any Servicer, as defined in its
Servicing Agreement.
SERVICING FEE RATE: With respect to a Mortgage Loan, as set forth in
Section 11.25.
SERVICING OFFICER: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
SIMILAR LAW: As defined in Section 5.02(c).
SINGLE CERTIFICATE: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.24.
SPECIAL HAZARD LOSS: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee, or the Servicer or any of their agents or
employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate
arising from or related to the presence or suspected presence of hazardous
wastes or hazardous substances on a Mortgaged Property unless such loss to a
Mortgaged Property is covered by a hazard policy or a flood insurance policy
maintained in respect of such Mortgaged Property pursuant to the Servicing
Agreement.
SPECIAL HAZARD LOSS AMOUNT: As of any Distribution Date, an amount
equal to $8,468,415.41 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.
TRUST ESTATE: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trustee, to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement and property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
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.
UNPAID INTEREST SHORTFALLS: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
UNSCHEDULED PRINCIPAL AMOUNT: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Prepayment Percentage.
UNSCHEDULED PRINCIPAL RECEIPT: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds and proceeds received from any
condemnation award or proceeds in lieu of condemnation other than that portion
of such proceeds released to the Mortgagor in accordance with the terms of the
Mortgage or Prudent Servicing Practices, but excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts. Except as set forth in the last sentence of
Section 4.02(d), a Recovery shall not be treated as an Unscheduled Principal
Receipt.
UNSCHEDULED PRINCIPAL RECEIPT PERIOD: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
U.S. PERSON: As defined in Section 4.01(f).
VOTING INTEREST: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal to the ratio
obtained by dividing the Principal Balance of such Class by the sum of the Class
A Principal Balance and the Class B Principal Balance. Each Certificateholder of
a Class will have a Voting Interest equal to the product of the Voting Interest
to which such Class is collectively entitled and the Percentage Interest in such
Class represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class of Certificates
or specified Classes of Certificates, each Certificateholder of a Class will
have a Voting Interest in such Class equal to such Holder's Percentage Interest
in such Class.
WEIGHTED AVERAGE NET MORTGAGE INTEREST RATE: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
SECTION 1.02 ACTS OF HOLDERS.
1. Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an
agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. Proof of execution of any
such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in favor
of the Trustee, if made in the manner provided in this Section 1.02.
The Trustee shall promptly notify the Master Servicer in writing of
the receipt of any such instrument or writing.
2. The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that
the individual signing such instrument or writing acknowledged to him
the execution thereof. When such execution is by a signer acting in a
capacity other than his or her individual capacity, such certificate
or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument
or writing, or the authority of the individual executing the same, may
also be proved in any other manner which the Trustee deems sufficient.
3. The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other
writing thereon made by anyone other than the Trustee and the
Authenticating Agent) shall be proved by the Certificate Register, and
neither the Trustee, the Seller nor the Master Servicer shall be
affected by any notice to the contrary.
4. Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every
future Holder of the same Certificate and the Holder of every
Certificate issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee, the Seller or the
Master Servicer in reliance thereon, whether or not notation of such
action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trustee or any prior
assignment is in the process of being recorded on the Closing Date, the Seller
shall deliver a copy thereof, certified by Norwest Mortgage or the applicable
Norwest Mortgage Correspondent to be a true and complete copy of the document
sent for recording, and the Seller shall use its best efforts to cause each such
original recorded document or certified copy thereof to be delivered to the
Trustee promptly following its recordation, but in no event later than one (1)
year following the Closing Date. The Seller shall also cause to be delivered to
the Trustee any other original mortgage loan document to be included in the
Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall
pay from its own funds, without any right of reimbursement therefor, the amount
of any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trustee within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trustee the assignment of the Mortgage Loan from the
Seller to the Trustee in a form suitable for recordation, together with an
Opinion of Counsel to the effect that recording is not required to protect the
Trustee's right, title and interest in and to the related Mortgage Loan or, in
case a court should recharacterize the sale of the Mortgage Loans as a
financing, to perfect a first priority security interest in favor of the Trustee
in the related Mortgage Loan. In the event that the Master Servicer receives
notice that recording is required to protect the right, title and interest of
the Trustee in and to any such Mortgage Loan for which recordation of an
assignment has not previously been required, the Master Servicer shall promptly
notify the Trustee and the Trustee shall within five Business Days (or such
other reasonable period of time mutually agreed upon by the Master Servicer and
the Trustee) of its receipt of such notice deliver each previously unrecorded
assignment to the related Servicer for recordation.
SECTION 2.02 ACCEPTANCE BY TRUSTEE.
The Trustee, acknowledges receipt of the Mortgage Notes, the
Mortgages, the assignments and other documents required to be delivered on the
Closing Date pursuant to Section 2.01 above and declares that it holds and will
hold such documents and the other documents constituting a part of the Owner
Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth,
for the use and benefit of all present and future Certificateholders. The
Trustee agrees, for the benefit of Certificateholders, to review each Owner
Mortgage Loan File within 45 days after execution of this Agreement in order to
ascertain that all required documents set forth in Section 2.01 have been
executed and received and appear regular on their face, and that such documents
relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so
doing the Trustee may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trustee finds any document constituting a part of
an Owner Mortgage Loan File not to have been executed or received or to be
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not
to appear regular on its face, the Trustee shall promptly (and in no event more
than 30 days after the discovery of such defect) notify the Seller, which shall
have a period of 60 days after the date of such notice within which to correct
or cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trustee's notice to it referred to above respecting such defect,
either (i) repurchase the related Mortgage Loan or any property acquired in
respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of
the month in which such repurchase takes place or (ii) if within two years of
the Startup Day, or such other period permitted by the REMIC Provisions,
substitute for any Mortgage Loan to which such material defect relates, a new
mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that
the representations and warranties of the Seller set forth in Section 2.03(b)
hereof (other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such Substitute
Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a
Mortgage Interest Rate equal to that of the Mortgage Loan for which it is
substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trustee and the Substitution Principal Amount, together with (i) interest
on such Substitution Principal Amount at the applicable Net Mortgage Interest
Rate to the following Due Date of such Mortgage Loan which is being substituted
for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, the Master
Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited
in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan
for the Due Date in the month of substitution shall not be part of the Trust
Estate. Upon receipt by the Trustee of written notification of any such deposit
signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the
case may be, the Trustee shall release to the Seller the related Owner Mortgage
Loan File and shall execute and deliver such instrument of transfer or
assignment, in each case without recourse, as shall be necessary to vest in the
Seller legal and beneficial ownership of such substituted or repurchased
Mortgage Loan or property. It is understood and agreed that the obligation of
the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan
or property as to which such a material defect in a constituent document exists
shall constitute the sole remedy respecting such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. The
failure of the Trustee to give any notice contemplated herein within forty-five
(45) days after the execution of this Agreement shall not affect or relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to this Section
2.02.
The Trustee may, concurrently with the execution and delivery hereof
or at any time thereafter, enter into a Custodial Agreement substantially in the
form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to
hold the Mortgage Notes, the Mortgages, the assignments and other documents
related to the Mortgage Loans received by the Trustee, in trust for the benefit
of all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER AND THE
SELLER.
1. The Master Servicer hereby represents and warrants to the
Trustee for the benefit of Certificateholders that, as of the
date of execution of this Agreement:
a. The Master Servicer is a national banking association
duly chartered and validly existing in good standing
under the laws of the United States;
b. The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with
the terms of this Agreement will not violate the Master
Servicer's corporate charter or by-laws or constitute a
default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or
result in the breach of, any material contract,
agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the
Master Servicer or any of its assets;
c. This Agreement, assuming due authorization, execution
and delivery by the Trustee and the Seller, constitutes
a valid, legal and binding obligation of the Master
Servicer, enforceable against it in accordance with the
terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally
and to general principles of equity, regardless of
whether such enforcement is considered in a proceeding
in equity or at law;
d. The Master Servicer is not in default with respect to
any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or
governmental agency, which default might have
consequences that would materially and adversely affect
the condition (financial or other) or operations of the
Master Servicer or its properties or might have
consequences that would affect its performance
hereunder; and
e. No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master
Servicer which would prohibit its entering into this
Agreement or performing its obligations under this
Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
2. The Seller hereby represents and warrants to the Trustee for
the benefit of Certificateholders that, as of the date of
execution of this Agreement, with respect to the Mortgage
Loans, or each Mortgage Loan, as the case may be:
a. The information set forth in the Mortgage Loan Schedule
was true and correct in all material respects at the
date or dates respecting which such information is
furnished as specified in the Mortgage Loan Schedule;
b. Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and
holder of the Mortgage Loan free and clear of any and
all liens, pledges, charges or security interests of any
nature and has full right and authority to sell and
assign the same;
c. The Mortgage is a valid, subsisting and enforceable
first lien on the property therein described, and the
Mortgaged Property is free and clear of all encumbrances
and liens having priority over the first lien of the
Mortgage except for liens for real estate taxes and
special assessments not yet due and payable and liens or
interests arising under or as a result of any federal,
state or local law, regulation or ordinance relating to
hazardous wastes or hazardous substances, and, if the
related Mortgaged Property is a condominium unit, any
lien for common charges permitted by statute or
homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing
corporation, any lien for amounts due to the cooperative
housing corporation for unpaid assessments or charges or
any lien of any assignment of rents or maintenance
expenses secured by the real property owned by the
cooperative housing corporation; and any security
agreement, chattel mortgage or equivalent document
related to, and delivered to the Trustee or to the
Custodian with, any Mortgage establishes in the Seller a
valid and subsisting first lien on the property
described therein and the Seller has full right to sell
and assign the same to the Trustee;
d. Neither the Seller nor any prior holder of the Mortgage
or the related Mortgage Note has modified the Mortgage
or the related Mortgage Note in any material respect,
satisfied, canceled or subordinated the Mortgage in
whole or in part, released the Mortgaged Property in
whole or in part from the lien of the Mortgage, or
executed any instrument of release, cancellation,
modification or satisfaction, except in each case as is
reflected in an agreement delivered to the Trustee or
the Custodian pursuant to Section 2.01;
e. All taxes, governmental assessments, insurance premiums,
and water, sewer and municipal charges, which previously
became due and owing have been paid, or an escrow of
funds has been established, to the extent permitted by
law, in an amount sufficient to pay for every such item
which remains unpaid; and the Seller has not advanced
funds, or received any advance of funds by a party other
than the Mortgagor, directly or indirectly (except
pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except
for interest accruing from the date of the Mortgage Note
or date of disbursement of the Mortgage Loan proceeds,
whichever is later, to the day which precedes by thirty
days the first Due Date under the related Mortgage Note;
f. The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake,
windstorm, flood, tornado or similar casualty (excluding
casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no
representations), so as to affect adversely the value of
the Mortgaged Property as security for the Mortgage Loan
or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no
proceeding pending or threatened for the total or
partial condemnation of the Mortgaged Property;
g. The Mortgaged Property is free and clear of all
mechanics' and materialmen's liens or liens in the
nature thereof; PROVIDED, HOWEVER, that this warranty
shall be deemed not to have been made at the time of the
initial issuance of the Certificates if a title policy
affording, in substance, the same protection afforded by
this warranty is furnished to the Trustee by the Seller;
h. Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases,
the Mortgaged Property consists of a fee simple estate
in real property; all of the improvements which are
included for the purpose of determining the appraised
value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of such
property and no improvements on adjoining properties
encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and
to the best of the Seller's knowledge, the Mortgaged
Property and all improvements thereon comply with all
requirements of any applicable zoning and subdivision
laws and ordinances;
i. The Mortgage Loan meets, or is exempt from, applicable
state or federal laws, regulations and other
requirements, pertaining to usury, and the Mortgage Loan
is not usurious;
j. To the best of the Seller's knowledge, all inspections,
licenses and certificates required to be made or issued
with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of
the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities;
k. All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage
Loan under the terms of the related Mortgage Note have
been made and no Mortgage Loan had more than one
delinquency in the 12 months preceding the Cut-Off Date;
l. The Mortgage Note, the related Mortgage and other
agreements executed in connection therewith are genuine,
and each is the legal, valid and binding obligation of
the maker thereof, enforceable in accordance with its
terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights
generally and by general equity principles (regardless
of whether such enforcement is considered in a
proceeding in equity or at law); and, to the best of the
Seller's knowledge, all parties to the Mortgage Note and
the Mortgage had legal capacity to execute the Mortgage
Note and the Mortgage and each Mortgage Note and
Mortgage has been duly and properly executed by the
Mortgagor;
m. Any and all requirements of any federal, state or local
law with respect to the origination of the Mortgage
Loans including, without limitation, truth-in-lending,
real estate settlement procedures, consumer credit
protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loans have been complied
with;
n. The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances
thereunder and any and all requirements as to completion
of any on-site or off-site improvements and as to
disbursements of any escrow funds therefor have been
complied with (except for escrow funds for exterior
items which could not be completed due to weather and
escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing
or recording the Mortgage Loan have been paid, except
recording fees with respect to Mortgages not recorded as
of the Closing Date;
o. The Mortgage Loan (except 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;
p. The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to FNMA or FHLMC
against loss by fire and such hazards as are covered
under a standard extended coverage endorsement, in an
amount which is not less than the lesser of 100% of the
insurable value of the Mortgaged Property and the
outstanding principal balance of the Mortgage Loan, but
in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement
cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a
blanket policy for the project; if upon origination of
the Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified in the Federal
Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy
meeting the requirements of the current guidelines of
the Federal Insurance Administration is in effect with a
generally acceptable insurance carrier, in an amount
representing coverage not less than the least of (A) the
outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and
(C) the maximum amount of insurance which was available
under the National Flood Insurance Act of 1968, as
amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the
Mortgagor's cost and expense;
q. To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration
existing under the Mortgage or the related Mortgage Note
and no event which, with the passage of time or with
notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event
of acceleration; the Seller has not waived any default,
breach, violation or event of acceleration; and no
foreclosure action is currently threatened or has been
commenced with respect to the Mortgage Loan;
r. No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including
the defense of usury, nor will the operation of any of
the terms of the Mortgage Note or Mortgage, or the
exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or
subject it to any right of rescission, set-off,
counterclaim or defense, including the defense of usury,
and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
s. Each Mortgage Note is payable in monthly payments,
resulting in complete amortization of the Mortgage Loan
over a term of not more than 180 months;
t. Each Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of
the holder thereof adequate for the realization against
the Mortgaged Property of the benefits of the security,
including realization by judicial foreclosure (subject
to any limitation arising from any bankruptcy,
insolvency or other law for the relief of debtors), and
there is no homestead or other exemption available to
the Mortgagor which would interfere with such right of
foreclosure;
u. To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency
proceeding;
v. Each Mortgaged Property is located in the United States
and consists of a one- to four-unit residential
property, which may include a detached home, townhouse,
condominium unit or a unit in a planned unit development
or, in the case of Mortgage Loans secured by Co-op
Shares, leases or occupancy agreements;
w. The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
x. With respect to each Mortgage where a lost note
affidavit has been delivered to the Trustee in place of
the related Mortgage Note, the related Mortgage Note is
no longer in existence;
y. In the event that the Mortgagor is an inter vivos
"living" trust, (i) such trust is in compliance with
FNMA or FHLMC standards for inter vivos trusts and (ii)
holding title to the Mortgaged Property in such trust
will not diminish any rights as a creditor including the
right to full title to the Mortgaged Property in the
event foreclosure proceedings are initiated; and
z. If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds
a fee simple interest in the land; (2) the terms of such
lease expressly permit the mortgaging of the leasehold
estate, the assignment of the lease without the lessor's
consent and the acquisition by the holder of the
Mortgage of the rights of the lessee upon foreclosure or
assignment in lieu of foreclosure or provide the holder
of the Mortgage with substantially similar protections;
(3) the terms of such lease do not (a) allow the
termination thereof upon the lessee's default without
the holder of the Mortgage being entitled to receive
written notice of, and opportunity to cure, such
default, (b) allow the termination of the lease in the
event of damage or destruction as long as the Mortgage
is in existence, (c) prohibit the holder of the Mortgage
from being insured (or receiving proceeds of insurance)
under the hazard insurance policy or policies relating
to the Mortgaged Property or (d) permit any increase in
rent other than pre-established increases set forth in
the lease; (4) the original term of such lease is not
less than 15 years; (5) the term of such lease does not
terminate earlier than five years after the maturity
date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use
of leasehold estates in transferring ownership in
residential properties is a widely accepted practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the 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, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which evidence ownership of the entire
Trust Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-R Certificate) and the Classes of Class B Certificates
as classes of "regular interests" and the Class A-R Certificate as the single
class of "residual interest" in the REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the REMIC is
March 25, 2014 for purposes of Code Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 CERTIFICATE ACCOUNT.
a. The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
b. The Master Servicer shall deposit into the Certificate Account on
the day of receipt thereof all amounts received by it from any Servicer pursuant
to any of the Servicing Agreements, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
1. 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
2. in the case of any Mortgage Loan that is repurchased by
the Seller pursuant to Section 2.02 or 2.03 or that is
auctioned by the Master Servicer pursuant to Section
3.08 or purchased by the Master Servicer pursuant to
Section 3.08 or 9.01, the purchase price therefor or,
where applicable, any Substitution Principal Amount and
any amounts received in respect of the interest portion
of unreimbursed Periodic Advances.
c. The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
the Trust Estate to fail to qualify as a REMIC while any Certificates are
outstanding. Any amounts deposited in the Certificate Account prior to the
Distribution Date shall be invested for the account of the Master Servicer and
any investment income thereon shall be additional compensation to the Master
Servicer for services rendered under this Agreement. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized.
d. For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
a. The Master Servicer may, from time to time, make withdrawals from
the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
1. 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;
2. 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;
3. 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;
4. 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;
5. 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;
6. 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;
7. to remit funds to the Paying Agent in the amounts and
in the manner provided for herein;
8. to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the
Certificate Account;
9. 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;
10. to withdraw from the Certificate Account any amount
deposited in the Certificate Account that was not
required to be deposited therein;
11. to clear and terminate the Certificate Account pursuant
to Section 9.01; and
l2. to pay to Norwest Mortgage from any Mortgagor payment
on account of interest or other recovery (including Net
REO Proceeds) with respect to a particular Mortgage
Loan, the Fixed Retained Yield, if any, with respect to
such Mortgage Loan; provided, however, that with
respect to any payment of interest received by the
Master Servicer in respect of a Mortgage Loan (whether
paid by the Mortgagor or received as Liquidation
Proceeds, Insurance Proceeds or otherwise) which is
less than the full amount of interest then due with
respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same
relationship to the total amount of such payment of
interest as the Fixed Retained Yield Rate, if any, in
respect of such Mortgage Loan bears to the Mortgage
Interest Rate shall be allocated to the Fixed Retained
Yield with respect thereto.
b. The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND TRUSTEE.
a. In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event Norwest
Mortgage fails to make any required Periodic Advances of principal and interest
on a Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the 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.
b. To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the
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.
c. 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).
e. 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
such 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.
a. 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.
b. 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.
a. 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.
b. 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.
c. 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).
d. 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 Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Trustee or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled to repurchase at its option (i) any
defaulted Mortgage Loan or any Mortgage Loan as to which default is reasonably
foreseeable from the Trust Estate if, in the Seller's judgment, the default is
not likely to be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust
Estate which, pursuant to paragraph 5(b) of the Mortgage Loan Purchase
Agreement, Norwest Mortgage requests the Seller to repurchase and to sell to
Norwest Mortgage to faciliate the exercise of Norwest Mortgage's rights against
the originator or a prior holder of such Mortgage Loan. The purchase price for
any such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate for
such Mortgage Loan, through the last day of the month in which such repurchase
occurs. Upon the receipt of such purchase price, the Master Servicer shall
provide to the Trustee the certification required by Section 3.04 and the
Trustee and the Custodian, if any, shall promptly release to the Seller the
Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09 TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trustee is obligated to make an advance pursuant to Section 3.03 and (ii)
the Trustee provides Norwest Mortgage written notice of the failure to make such
advance and such failure shall continue unremedied for a period of 15 days after
receipt of such notice, the Trustee shall terminate the Norwest Servicing
Agreement without the recommendation of the Master Servicer. The Master Servicer
shall indemnify the Trustee and hold it harmless from and against any and all
claims, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees) arising out of, or assessed against the Trustee in
connection with termination of such Servicing Agreement at the direction of the
Master Servicer. If the Trustee terminates such Servicing Agreement, the Trustee
may enter into a substitute Servicing Agreement with the Master Servicer or, at
the Master Servicer's nomination, with another mortgage loan service company
acceptable to the Trustee, the Master Servicer and each Rating Agency under
which the Master Servicer or such substitute servicer, as the case may be, shall
assume, satisfy, perform and carry out all liabilities, duties, responsibilities
and obligations that are to be, or otherwise were to have been, satisfied,
performed and carried out by such Servicer under such terminated Servicing
Agreement. Until such time as the Trustee enters into a substitute servicing
agreement with respect to the Mortgage Loans previously serviced by such
Servicer, the Master Servicer shall assume, satisfy, perform and carry out all
obligations which otherwise were to have been satisfied, performed and carried
out by such Servicer under its terminated Servicing Agreement. However, in no
event shall the Master Servicer be deemed to have assumed the obligations of a
Servicer to advance payments of principal and interest on a delinquent Mortgage
Loan in excess of the Master Servicer's independent Periodic Advance obligation
under Section 3.03 of this Agreement. As compensation for the Master Servicer of
any servicing obligations fulfilled or assumed by the Master Servicer, the
Master Servicer shall be entitled to any servicing compensation to which a
Servicer would have been entitled if the Servicing Agreement with such Servicer
had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 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.
1. On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool
Distribution Amount is sufficient therefor, in the manner and in
the order of priority as follows:
first, to the Classes of Class A Certificates, pro rata,
based upon their respective Interest Accrual Amounts, in an aggregate
amount up to the 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 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.
Notwithstanding the foregoing, after the Principal Balance of any
Class (other than the Class A-R Certificate) has been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-R
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their Principal Balances.
2. On each Distribution Date occurring prior to the Cross-Over
Date, the Class A Non-PO Principal Distribution Amount will be
allocated among and distributed in reduction of the Principal
Balances of the Classes of Class A Certificates (other than
the Principal Balance of the Class A-PO Certificates),
concurrently, as follows:
a. 17.0729264362% to the Class A-1 Certificates, until
the Principal Balance thereof has been reduced to zero;
and
b. 82.9270735638%, sequentially, as follows:
first, to the Class A-R Certificate, until the Principal
Balance thereof has been reduced to zero;
second, concurrently, to the Class A-4 and Class A-5
Certificates, pro rata, up to the Priority Amount for such Distribution
Date;
third, concurrently, as follows:
(x) 10.5359033879%, 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;
c. 51.6248454622% to the Class A-6 Certificates, until the
Principal Balance thereof has been reduced to zero;
d. 18.9196255750% to the Class A-7 Certificates, until the
Principal Balance thereof has been reduced to zero;
e. 18.9196255750% to the Class A-8 Certificates, until the
Principal Balance thereof has been reduced to zero; and
fourth, concurrently, to the Class A-4 and Class A-5
Certificates, pro rata, without regard to the Priority Amount until the
Principal Balance of each such Class has been reduced to zero.
3. Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, the Class A
Non-PO Principal Distribution Amount shall be distributed
among the Classes of Class A Certificates (other than the
Class A-PO Certificates) pro rata in accordance with their
outstanding Principal Balances without regard to either the
proportions or the priorities set forth in Section 4.01(b).
4. a. For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of
principal with respect to any Distribution Date, the following
tests shall apply:
i. if the Current Class B-1 Fractional Interest is
less than the Original Class B-1 Fractional
Interest and the Class B-1 Principal Balance is
greater than zero, the Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of
principal; or
ii. if the Current Class B-2 Fractional Interest is
less than the Original Class B-2 Fractional
Interest and the Class B-2 Principal Balance is
greater than zero, the Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates shall not be
eligible to receive distributions of principal;
or
iii. if the Current Class B-3 Fractional Interest is
less than the Original Class B-3 Fractional
Interest and the Class B-3 Principal Balance is
greater than zero, the Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to
receive distributions of principal; or
iv. if the Current Class B-4 Fractional Interest is
less than the Original Class B-4 Fractional
Interest and the Class B-4 Principal Balance is
greater than zero, the Class B-5 and Class B-6
Certificates shall not be eligible to receive
distributions of principal; or
v. if the Current Class B-5 Fractional Interest is
less than the Original Class B-5 Fractional
Interest and the Class B-5 Principal Balance is
greater than zero, the Class B-6 Certificates
shall not be eligible to receive distributions of
principal.
b. Notwithstanding the foregoing, if on any Distribution
Date the aggregate distributions to Holders of the
Classes of Class B Certificates entitled to receive
distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates
entitled to receive distributions of principal below
zero, first the Class B Prepayment Percentage of any
affected Class of Class B Certificates for such
Distribution Date beginning with the affected Class
with the lowest numerical Class designation and then,
if necessary, the Class B Percentage of such Class of
the Class B Certificates for such Distribution Date
shall be reduced to the respective percentages
necessary to bring the Principal Balance of such Class
of Class B Certificates to zero. The Class B Prepayment
Percentages and the Class B Percentages of the
remaining Classes of Class B Certificates will be
recomputed substituting for the Subordinated Prepayment
Percentage and Subordinated Percentage in such
computations the difference between (A) the
Subordinated Prepayment Percentage or Subordinated
Percentage, as the case may be, and (B) the percentages
determined in accordance with the preceding sentence
necessary to bring the Principal Balances of the
affected Classes of Class B Certificates to zero;
provided, however, that if the Principal Balances of
all the Classes of Class B Certificates eligible to
receive distributions of principal shall be reduced to
zero on such Distribution Date, the Class B Prepayment
Percentage and the Class B Percentage of the Class of
Class B Certificates with the lowest numerical Class
designation which would otherwise be ineligible to
receive distributions of principal in accordance with
this Section shall equal the remainder of the
Subordinated Prepayment Percentage for such
Distribution Date minus the sum of the Class B
Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations,
if any, and the remainder of the Subordinated
Percentage for such Distribution Date minus the sum of
the Class B Percentages of the Classes of Class B
Certificates having lower numerical Class designations,
if any, respectively. Any entitlement of any Class of
Class B Certificates to principal payments solely
pursuant to this clause (ii) shall not cause such Class
to be regarded as being eligible to receive principal
distributions for the purpose of applying the
definition of its Class B Percentage or Class B
Prepayment Percentage.
5. On each Distribution Date other than the Final Distribution
Date (if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Seller),
the Paying Agent shall, on behalf of the Master Servicer,
from funds remitted to it by the Master Servicer, distribute
to each Certificateholder of record on the preceding Record
Date (other than as provided in Section 9.01 respecting the
final distribution to Certificateholders or in the last
paragraph of this Section 4.01(e) respecting the final
distribution in respect of any Class) either in immediately
available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder
holds Certificates having a Denomination at least equal to
that specified in Section 11.23, and has so notified the
Master Servicer or, if applicable, the Paying Agent at least
seven Business Days prior to the Distribution Date or, if
such Holder holds Certificates having, in the aggregate, a
Denomination less than the requisite minimum Denomination or
if such Holder holds the Class A-R Certificate or has not so
notified the Paying Agent, by check mailed to such Holder at
the address of such Holder appearing in the Certificate
Register, such Holder's share of the Class A Distribution
Amount with respect to each Class of Class A Certificates and
the Class B Distribution Amount with respect to each Class of
Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-R Certificate) or the Principal Balance of any Class of
Class B Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the Trustee. The Trustee will then send a notice to each
Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trustee therein
specified; PROVIDED, HOWEVER, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a).
6. The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause
to be withheld such amounts as may be required by the Code
(giving full effect to any exemptions from withholding and
related certifications required to be furnished by
Certificateholders and any reductions to withholding by
virtue of any bilateral tax treaties and any applicable
certification required to be furnished by Certificateholders
with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts
withheld pursuant to this Section 4.01(f) shall be treated as
having been distributed to the related Certificateholder for
all purposes of this Agreement. For the purposes of this
paragraph, a "U.S. Person" is a citizen or resident of the
United States, a corporation, partnership (except to the
extent provided in applicable Treasury regulations) or other
entity created or organized in or under the laws of the
United States or any political subdivision thereof, an estate
that is subject to United States federal income tax
regardless of the source of its income or a trust if a court
within the United States is able to exercise primary
supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent
provided in applicable Treasury regulations, certain trusts
in existence on August 20, 1996 which are eligible to elect
to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
1. With respect to any Distribution Date, the principal portion
of Realized Losses (other than Debt Service Reductions, Excess
Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) will be allocated as follows:
first, to the Class B-6 Certificates until the Class B-6
Principal Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5
Principal Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4
Principal Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3
Principal Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2
Principal Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1
Principal Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than
the Class A-PO Certificates) and Class A-PO Certificates, pro rata, based
on the Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
2. With respect to any Distribution Date, the principal portion
of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses occurring with respect to any
Mortgage Loan allocable to the Class A-PO Certificates will
equal the product of the amount of any such principal loss
and the PO Fraction for such Mortgage Loan. The principal
portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses remaining after
allocation to the Class A-PO Certificates in accordance with
the preceding sentence shall be allocated pro rata among the
Class A Certificates (other than the Class A-PO Certificates)
and Class B Certificates based on the Class A Non-PO
Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A
Certificates shall be allocated on the subsequent
Determination Date among the outstanding Classes of Class A
Certificates (other than the Class A-PO Certificates) in
accordance with the Class A Loss Percentages as of such
Determination Date. Any such loss allocated to the Class B
Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their
Principal Balances.
3. Any Realized Losses allocated to a Class of Class A
Certificates or Class B Certificates pursuant to Section
4.02(a) or Section 4.02(b) shall be allocated among the
Certificates of such Class based on their Percentage
Interests.
4. In the event that there is a Recovery of an amount in respect
of principal of a Mortgage Loan which had previously been
allocated as a Realized Loss to any Classes of Class A
Certificates or any Classes of Class B Certificates, each
outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect
to the Class A-PO Certificates, based on the PO Fraction of
such Mortgage Loan and, with respect to the Class A
Certificates (other than the Class A-PO Certificates) and
Class B Certificates, based on their pro rata share of the
Non-PO Fraction of such Mortgage Loan) of such Recovery up to
the amount of such Realized Loss previously allocated to such
Class on the Distribution Date in the month following the
month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero,
such Class shall not be entitled to any share of such
Recovery. In the event that the amount of such Recovery
exceeds the amount of such Recovery allocated to each
outstanding Class in accordance with the preceding
provisions, each outstanding Class shall be entitled to its
pro rata share (determined as described above) of such excess
up to the amount of any unrecovered Realized Loss previously
allocated to such Class. Notwithstanding the foregoing
provisions, but subject to the following proviso, if such
Recovery occurs within two years of the realization of such
loss and (i) is the result of an event that would have given
rise to the repurchase of the related Mortgage Loan by the
Seller pursuant to Section 2.02 or 2.03, or (ii) represents
in whole or part funds which the applicable Servicer had
received in respect of a Liquidated Loan but failed to remit
to the Certificate Account on or prior to the Business Day
preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage
Loan became a Liquidated Loan, such Recovery may, at the sole
discretion of the Master Servicer, be treated as a repurchase
or an Unscheduled Principal Receipt with respect to such
Mortgage Loan, as the case may be, the Realized Loss
previously recognized may be reversed and treated for all
subsequent purposes as if it had never occurred and the
Master Servicer may make such adjustments to interest or
principal distributions on the Certificates and to the
principal balances of the Certificates as the Master Servicer
in its good faith judgment and sole discretion deems
necessary or desirable to effectuate the reversal of the
Realized Loss and the treatment of such amount as a
repurchase or as an Unscheduled Principal Receipt, as the
case may be; provided that such actions do not result in the
aggregate distributions made in respect of each Class of
Certificates whose principal balances were previously reduced
as a result of such Realized Loss being less than such Class
would have received if such Recovery had been deposited in
the Certificate Account on or prior to the Business Day
preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage
Loan became a Liquidated Loan.
5. The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated
between (i) the Class A Certificates and (ii) the Class B
Certificates, pro rata based on the Class A Interest Accrual
Amount and the Class B Interest Accrual Amount for the
related Distribution Date, without regard to any reduction
pursuant to this sentence. Any such loss allocated to the
Class A Certificates shall be allocated among the outstanding
Classes of Class A Certificates based on their Class A
Interest Percentages. Any such loss allocated to the Class B
Certificates will be allocated among the outstanding Classes
of Class B Certificates based on their Class B Interest
Percentages. In addition, after the Class B Principal Balance
has been reduced to zero, the interest portion of Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) will be allocated among
the outstanding Classes of Class A Certificates based on
their Class A Interest Percentages.
6. Realized Losses allocated in accordance with this Section
4.02 will be allocated on the Determination Date in the
second month following the month in which such loss was
incurred with respect to the preceding Distribution Date.
SECTION 4.03 PAYING AGENT.
1. 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:
a. hold all amounts remitted to it by the Master Servicer
for distribution to Certificateholders in trust for the
benefit of Certificateholders until such amounts are
distributed to Certificateholders or otherwise disposed
of as herein provided;
b. give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
c. at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay
to the Trustee all amounts held in trust by such Paying
Agent.
2. The Paying Agent shall establish and maintain a Payment
Account, which shall be a separate trust account and an
Eligible Account, in which the Master Servicer shall cause to
be deposited from funds in the Certificate Account or, to the
extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day
preceding each Distribution Date, by wire transfer of
immediately available funds, any Periodic Advance for such
Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day
preceding each Distribution Date, by wire transfer of
immediately available funds, (a) an amount equal to the Pool
Distribution Amount, (b) Net Foreclosure Profits, if any,
with respect to such Distribution Date and (c) the amount of
any recovery in respect of a Realized Loss. The Master
Servicer may cause the Paying Agent to invest the funds in
the Payment Account. Any such investment shall be in Eligible
Investments, which shall mature not later than the Business
Day preceding the related Distribution Date (unless the
Eligible Investments are obligations of the Trustee, in which
case such Eligible Investments shall mature not later than
the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer
and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by
the Master Servicer out of its own funds immediately as
realized. The Paying Agent may withdraw from the Payment
Account any amount deposited in the Payment Account that was
not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS;
REPORT TO THE TRUSTEE AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(e), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
a. the amount of such distribution to Holders of each
Class of Class A Certificates allocable to principal,
separately identifying the aggregate amount of any
Unscheduled Principal Receipts included therein;
b. (a) the amount of such distribution to Holders of each
Class of Class A Certificates allocable to interest,
(b) the amount of the Current Class A Interest
Distribution Amount allocated to each Class of Class A
Certificates, (c) any Class A Interest Shortfall
Amounts arising with respect to such Distribution Date
and any remaining Class A Unpaid Interest Shortfall
with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported
Interest Shortfall allocated to each Class of Class A
Certificates for such Distribution Date and (e) the
interest portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses
allocated to each Class for such Distribution Date;
c. the amount of such distribution to Holders of each
Class of Class B Certificates allocable to principal,
separately identifying the aggregate amount of any
Unscheduled Principal Receipts included therein;
d. (a) the amount of such distribution to Holders of each
Class of Class B Certificates allocable to interest,
(b) the amount of the Current Class B Interest
Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall
Amounts arising with respect to such Distribution Date
and any remaining Class B Unpaid Interest Shortfall
with respect to each Class B of Class B Certificates
after giving effect to such distribution, (d) the
amount of any Non-Supported Interest Shortfall
allocated to each Class of Class B Certificates for
such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to each Class of
Class B Certificates for such Distribution Date;
e. the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trustee pursuant to the
Servicing Agreements or this Agreement;
f. the number of Mortgage Loans outstanding as of the
preceding Determination Date;
g. the Class A Principal Balance, the Principal Balance of
each Class of Class A Certificates, the Class B
Principal Balance and the Principal Balance of each
Class of Class B Certificates as of the following
Determination Date after giving effect to the
distributions of principal made, and the principal
portion of Realized Losses, if any, allocated with
respect to such Distribution Date;
h. the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the
Mortgage Loans for such Distribution Date and the
aggregate Scheduled Principal Balance of the Discount
Mortgage Loans for such Distribution Date;
i. the aggregate Scheduled Principal Balances of the
Mortgage Loans serviced by Norwest Mortgage and,
collectively, by the Other Servicers as of such
Distribution Date;
j. the Class A Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled
Principal Receipt Period for the current Distribution
Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
k. the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer
during such Applicable Unscheduled Principal Receipt
Period);
l. the Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Percentages for the following
Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer
during such Applicable Unscheduled Principal Receipt
Period);
m. the Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Prepayment Percentages for the
following Distribution Date (without giving effect to
Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal
Receipt Period);
n. the number and aggregate principal balances of Mortgage
Loans delinquent (a) one month, (b) two months and (c)
three months or more;
o. the number and aggregate principal balances of the
Mortgage Loans in foreclosure as of the preceding
Determination Date;
p. the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
q. the amount of the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount as of the
close of business on such Distribution Date;
r. the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount
of such Realized Losses constituting Excess Special
Hazard Losses, Excess Fraud Losses or Excess Bankruptcy
Losses;
s. the aggregate amount of Bankruptcy Losses allocated to
each Class of Class B Certificates in accordance with
Section 4.02(a) since the Relevant Anniversary;
t. the amount by which the Principal Balance of each Class
of Class B Certificates has been reduced as a result of
Realized Losses allocated as of such Distribution Date;
u. the unpaid principal balance of any Mortgage Loan as to
which the Servicer of such Mortgage Loan has determined
not to foreclose because it believes the related
Mortgaged Property may be contaminated with or affected
by hazardous wastes or hazardous substances;
v. the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with
respect to the related Distribution Date and the amount
by which the aggregate Available Master Servicer
Compensation has been reduced by the Prepayment
Interest Shortfall for the related Distribution Date;
w. the Class A-PO Deferred Amount, if any; and
x. such other customary information as the Master Servicer
deems necessary or desirable to enable
Certificateholders to prepare their tax returns;
and shall deliver a copy of each type of statement to the Trustee,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trustee, any Paying Agent and the Seller (the information in such statement to
be made available to Certificateholders by the Master Servicer on written
request) setting forth the Class A Distribution Amount with respect to each
Class of Class A Certificates and the Class B Distribution Amount with respect
to each Class of Class B Certificates. The determination by the Master Servicer
of such amounts shall, in the absence of obvious error, be presumptively deemed
to be correct for all purposes hereunder and the Trustee and the Paying Agent
shall be protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
SECTION 4.05. REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates or the allocation of losses to the Certificates,
the interpretation of such provisions and any actions taken by the Master
Servicer in good faith to implement such interpretation shall be binding upon
Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
1. The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for
the Class A-PO and Class A-R Certificates, integral multiples
of $1,000 in excess thereof (except, if necessary, for one
Certificate of each Class (other than the Class A-PO and
Class A-R Certificates) that evidences one Single Certificate
plus such additional principal portion as is required in
order for all Certificates of such Class to equal the
aggregate Original Principal Balance of such Class), and
shall be substantially in the respective forms set forth as
Exhibits A-1, A-2, A-3, A-4, A-5, A-5, A-6, A-7, A-8, A-PO,
A-R, B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse side of
Certificates) hereto. On original issue the Certificates
shall be executed and delivered by the Trustee to or upon the
order of the Seller upon receipt by the Trustee or the
Custodian of the documents specified in Section 2.01. The
aggregate principal portion evidenced by the Class A and
Class B Certificates shall be the sum of the amounts
specifically set forth in the respective Certificates. The
Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by any Responsible Officer
thereof. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper
officers of the Trustee shall bind the Trustee
notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at
the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for
any purpose, unless manually countersigned by a Responsible
Officer of the Trustee, or unless there appears on such
Certificate a certificate of authentication executed by the
Authenticating Agent by manual signature, and such
countersignature or certificate upon a Certificate shall be
conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their
authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
2. Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates,
to be delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Seller. Such
Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing
Agency, and no Beneficial Owner will receive a definitive
certificate representing such Beneficial Owner's interest in
the Book-Entry Certificates, except as provided in Section
5.07. Unless and until definitive, fully registered
certificates ("Definitive Certificates") have been issued to
Beneficial Owners pursuant to Section 5.07:
a. the provisions of this Section 5.01(b) shall be in full
force and effect;
b. 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;
c. 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;
d. 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
e. 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.
1. 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.
2. No transfer of a Class A-PO, Class B-4, Class B-5 or Class
B-6 Certificate shall be made unless the registration
requirements of the Securities Act of 1933, as amended, and
any applicable State securities laws are complied with, or
such transfer is exempt from the registration requirements
under said Act and laws. In the event that a transfer is to
be made in reliance upon an exemption from said Act or laws,
(i) unless such transfer is made in reliance on Rule 144A,
the 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.
3. No transfer of a Class A-PO or Class B Certificate shall be
made (other than the transfer of the Class A-PO Certificates
to an affiliate of the Seller on the Closing Date) unless the
Trustee and the Seller shall have received (i) a
representation letter from the transferee in the form of
Exhibit J hereto, in the case of a Class A-PO, Class B-4,
Class B-5 or Class B-6 Certificate, or in the form of Exhibit
K hereto, in the case of a Class B-1, Class B-2 or Class B-3
Certificate, to the effect that either (a) such transferee is
not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a
governmental plan, as defined in Section 3(32) of ERISA,
subject to any federal, state or local law ("Similar Law")
which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and
is not a person acting on behalf of or using the assets of
any such Plan, which representation letter shall not be an
expense of the Trustee, the Seller or the Master Servicer or
(b) with respect to the Class B Certificates only, if such
transferee is an insurance company, (A) the source of funds
used to purchase the Class B Certificate is an "insurance
company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no
Plan with respect to which the amount of such general
account's reserves and liabilities for the contract(s) held
by or on behalf of such Plan and all other Plans maintained
by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee
organization exceeds 10% of the total of all reserves and
liabilities of such general account (as such amounts are
determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class B
Certificates are covered by Sections I and III of PTE 95-60
or (ii) in the case of any such Class A-PO or Class B
Certificate presented for registration in the name of a Plan,
or a trustee of any such Plan, (A) an Opinion of Counsel
satisfactory to the Trustee and the Seller to the effect that
the purchase or holding of such Class A-PO or Class B
Certificate will not result in the assets of the Trust Estate
being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or
Similar Law and will not subject the Trustee, the Seller or
the Master Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee, the Seller or the Master
Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master
Servicer may require in connection with such transfer, which
opinions of counsel, officers' certificates and agreements
shall not be an expense of the Trustee, the Seller or the
Master Servicer. The Class A-PO and Class B Certificates
shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
4. No legal or beneficial interest in all or any portion of the
Class A-R Certificate may be transferred directly or
indirectly to a "disqualified organization" within the
meaning of Code Section 860E(e)(5) or an agent of a
disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an
"ERISA Prohibited Holder") or to an individual, corporation,
partnership or other person unless such transferee (i) is not
a Non-U.S. Person or (ii) is a Non-U.S. Person that holds the
Class A-R Certificate in connection with the conduct of a
trade or business within the United States and has furnished
the transferor and the Trustee with an effective Internal
Revenue Service Form 4224 or (iii) is a Non-U.S. Person that
has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class A-R Certificate to it is in
accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of
the Class A-R Certificate will not be disregarded for federal
income tax purposes (any such person who is not covered by
clauses (i), (ii) or (iii) above being referred to herein as
a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall
not execute, and shall not authenticate (or cause the
Authenticating Agent to authenticate) and deliver, a new
Class A-R Certificate in connection with any such transfer to
a disqualified organization or agent thereof (including a
broker, nominee or middleman), an ERISA Prohibited Holder or
a Non-permitted Foreign Holder, and neither the Certificate
Registrar nor the Trustee shall accept a surrender for
transfer or registration of transfer, or register the
transfer of, the Class A-R Certificate, unless the transferor
shall have provided to the Trustee an affidavit,
substantially in the form attached as Exhibit H hereto,
signed by the transferee, to the effect that the transferee
is not such a disqualified organization, an agent (including
a broker, nominee, or middleman) for any entity as to which
the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of
the transferee to any such amendments of this Agreement as
may be required to further effectuate the foregoing
restrictions on transfer of the Class A-R Certificate to
disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also
contain the statement of the transferee that (i) the
transferee has historically paid its debts as they have come
due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash
flows generated by the residual interest, (iii) the
transferee intends to pay taxes associated with holding the
residual interest as they become due and (iv) the transferee
will not transfer the Class A-R Certificate to any Person who
does not provide an affidavit substantially in the form
attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R
Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of the Class A-R Certificate as completely as if such
transfer had never occurred, provided that the Master Servicer may, but is not
required to, recover any distributions made to such transferee with respect to
the Class A-R Certificate, and (ii) the Master Servicer agrees to furnish to the
Internal Revenue Service and to any transferor of the Class A-R Certificate or
such agent (within 60 days of the request therefor by the transferor or agent)
such information necessary to the application of Code Section 860E(e) as may be
required by the Code, including but not limited to the present value of the
total anticipated excess inclusions with respect to the Class A-R Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trustee or
the Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
1. 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.
2. 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.
3. 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.
SECTIION 6.07 INDEMNIFICATION OF TRUSTEE AND SELLER BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee
and the Seller and any director, officer or agent thereof against any loss,
liability or expense, including reasonable attorney's fees, arising out of, in
connection with or incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Master Servicer under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement. Any payment pursuant to this Section made by the Master Servicer
to the Trustee or the Seller shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.
SECTION 6.08. MASTER SERVICER YEAR 2000 COMPLIANCE.
The Master Servicer covenants that it is working to modify its
computer and other systems used in the performance of its duties as trustee for
the Certificates to operate in a manner such that, on and after January 1, 2000,
the Master Servicer can perform its duties in accordance with the terms of this
Agreement.
<PAGE>
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
a. any failure by the Master Servicer (a) to remit any
funds to the Paying Agent as required by Section 4.03 or
(b) to distribute or cause to be distributed to
Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement
which, in either case, continues unremedied for a period
of three business days after the date upon which written
notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer
by the Trustee or to the Master Servicer and the Trustee
by the holders of Certificates evidencing in the
aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
b. any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of
the covenants or agreements on the part of the Master
Servicer in the Certificates or in this Agreement which
continues unremedied for a period of 60 days after the
date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the
Master Servicer by the Trustee, or to the Master
Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the
aggregate Voting Interest represented by all
Certificates; or
c. a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the
appointment of a trustee, conservator, receiver or
liquidator in any bankruptcy, insolvency, readjustment
of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in
force undischarged and unstayed for a period of 60 days;
or
d. the Master Servicer shall consent to the appointment of
a trustee, conservator, receiver or liquidator or
liquidating committee in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar
proceedings of or relating to the Master Servicer, or of
or relating to all or substantially all of its property;
or
e. the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency,
bankruptcy or reorganization statute, make an assignment
for the benefit of its creditors or voluntarily suspend
payment of its obligations;
f. the Master Servicer shall be dissolved, or shall dispose
of all or substantially all of its assets; or
consolidate with or merge into another entity or shall
permit another entity to consolidate or merge into it,
such that the resulting entity does not meet the
criteria for a successor servicer, as specified in
Section 6.02 hereof; or
g. the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHLMC,
which ineligibility continues unremedied for a period of
90 days.
then, and in each and every such case, subject to applicable law, so
long as an Event of Default shall not have been remedied, either the Trustee or
the holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the aggregate Voting Interest represented by all Certificates, by notice in
writing to the Master Servicer (and 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:
a. Prior to the occurrence of an Event of Default and after
the curing of all such Events of Default which may have
occurred, the duties and obligations of the Trustee
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;
b. 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
c. 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:
a. 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;
b. 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;
c. 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;
d. 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
e. 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 the REMIC to federal, state or local tax or cause the REMIC to fail
to qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of
the Trustee.
SECTION 8.11 AUTHENTICATING AGENT.
The Trustee may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Seller and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; PROVIDED, HOWEVER, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
a. all powers, duties, obligations and rights conferred
upon the Trustee, in respect of the receipt, custody and
payment of moneys shall be exercised solely by the
Trustee;
b. all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred
or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly,
except to the extent that under any law of any
jurisdiction in which any particular act or acts are to
be performed (whether as Trustee hereunder or as
successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust
Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate
trustee or co-trustee;
c. no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of
any other separate trustee or co-trustee hereunder; and
d. the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed
by it, if such resignation or removal does not violate
the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The 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.
1. Each of the Trustee and the Master Servicer covenants and
agrees that it shall perform its duties hereunder in a manner
consistent with the REMIC Provisions and shall not knowingly
take any action or fail to take any action that would (i)
affect the determination of the Trust Estate's status as a
REMIC; or (ii) cause the imposition of any federal, state or
local income, prohibited transaction, contribution or other
tax on either the REMIC or the Trust Estate. The Master
Servicer, or, in the case of any tax return or other action
required by law to be performed directly by the Trustee, the
Trustee, shall (i) prepare or cause to be prepared, timely
cause to be signed by the Trustee and file or cause to be
filed annual federal and applicable state and local income
tax returns using a calendar year as the taxable year for the
REMIC and the accrual method of accounting; (ii) in the first
such federal tax return, make, or cause to be made, elections
satisfying the requirements of the REMIC Provisions, on
behalf of the Trust Estate, to treat the Trust Estate as a
REMIC; (iii) prepare, execute and forward, or cause to be
prepared, executed and forwarded, to the Certificateholders
all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the
Certificateholders, and to the Internal Revenue Service and
any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable
federal, state or local laws, including without limitation
information reports relating to "original issue discount" and
"market discount" as defined in the Code based upon the issue
prices, prepayment assumption and cash flows provided by the
Seller to the Trustee and calculated on a monthly basis by
using the issue prices of the Certificates; (iv) make
available information necessary for the application of any
tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC
Provisions); (v) file Forms SS-4 and 8811 and respond to
inquiries by Certificateholders or their nominees concerning
information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records
relating to the REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO
Mortgage Loans, other assets and liabilities of the REMIC,
and the fair market value and adjusted basis of the REMIC
property determined at such intervals as may be required by
the Code, as may be necessary to prepare the foregoing
returns or information reports; (vii) exercise reasonable
care not to allow the creation of any "interests" in the
REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-PO and Class A-R Certificates and the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates; (viii) exercise reasonable care not to allow
the occurrence of any "prohibited transactions" within the
meaning of Code Section 860F(a), unless the Master Servicer
shall have provided an Opinion of Counsel to the Trustee that
such occurrence would not (a) result in a taxable gain, (b)
otherwise subject either the Trust Estate or the REMIC to tax
or (c) cause the Trust Estate to fail to qualify as a REMIC;
(ix) exercise reasonable care not to allow the REMIC to
receive income from the performance of services or from
assets not permitted under the REMIC Provisions to be held by
a REMIC; (x) pay (on behalf of the REMIC) the amount of any
federal income tax, including, without limitation, prohibited
transaction taxes, taxes on net income from foreclosure
property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the REMIC, when and as the same
shall be due and payable (but such obligation shall not
prevent the Master Servicer or any other appropriate Person
from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or
depositing payment of such tax, if permitted by law, pending
the outcome of such proceedings); and (xi) if required or
permitted by the Code and applicable law, act as "tax matters
person" for the REMIC within the meaning of Treasury
Regulations Section 1.860F-4(d), and the Master Servicer is
hereby designated as agent of the Class A-R Certificateholder
for such purpose (or if the Master Servicer is not so
permitted, the Holder of the Class A-R Certificate shall be
the tax matters person in accordance with the REMIC
Provisions). The Master Servicer shall be entitled to be
reimbursed pursuant to Section 3.02 for any taxes paid by it
pursuant to clause (x) of the preceding sentence, except to
the extent that such taxes are imposed as a result of the bad
faith, willful misfeasance or gross negligence of the Master
Servicer in the performance of its obligations hereunder. The
Trustee shall sign the tax returns referred to in clause (i)
of the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case
may be, to perform its duties as set forth above, the Seller shall provide, or
cause to be provided, to the Master Servicer within ten days after the Closing
Date all information or data that the Master Servicer determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class of Certificates and the Mortgage Loans in the
aggregate. Thereafter, the Seller shall provide to the Master Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time request in order to enable the Master Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
or the Trustee, as the case may be, for any losses, liabilities, damages, claims
or expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trustee prepares any of the federal, state and local tax returns of the
REMIC as described above, the Trustee hereby indemnifies the Seller and the
Master Servicer for any losses, liabilities, damages, claims or expenses of the
Seller or the Master Servicer arising from the Trustee's willful misfeasance,
bad faith or negligence in connection with such preparation.
2. Notwithstanding anything in this Agreement to the contrary,
each of the Master Servicer and the Trustee shall pay from
its own funds, without any right of reimbursement therefor,
the amount of any costs, liabilities and expenses incurred by
the Trust Estate (including, without limitation, any and all
federal, state or local taxes, including taxes imposed on
"prohibited transactions" within the meaning of the REMIC
Provisions) if and to the extent that such costs, liabilities
and expenses arise from a failure of the Master Servicer or
the Trustee to, respectively, perform its obligations under
this Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; PROVIDED, HOWEVER, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.
SECTION 8.16 TRUSTEE YEAR 2000 COMPLIANCE.
The Trustee covenants that it is working to modify its computer and
other systems used in the performance of its duties as trustee for the
Certificates to operate in a manner such that, on and after January 1, 2000, the
Trustee can perform its duties in accordance with the terms of this Agreement.
<PAGE>
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE
SELLER OR LIQUIDATION OF ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.14 hereof) shall terminate upon
the last action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of (i) the purchase by
the Seller of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, and (y) the fair market value
of the Mortgaged Property related to any REO Mortgage Loan (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate less any Fixed
Retained Yield on each Mortgage Loan (including any REO Mortgage Loan) and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Estate (including for this purpose
the discharge of any Mortgagor under a defaulted Mortgage Loan on which a
Servicer is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; PROVIDED, HOWEVER, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class A-R Certificate, the amounts, if any, which remain on deposit in
the Certificate Account (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trustee of any Periodic Advances, is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this paragraph, then any shortfall in the amount available for distribution
to Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Sections 4.02(b) and 4.02(g) hereof. Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
a. The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption of a
plan of complete liquidation of the REMIC as of the date of
such notice (or, if earlier, the date on which the first such
notice is mailed to Certificateholders). The Master Servicer
shall also specify such date in a statement attached to the
final tax return of the REMIC; and
b. At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date,
the 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.
1. This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer and the
Trustee, without the consent of any of the
Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions
herein or therein, (iii) to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to
maintain the qualification of the Trust Estate as a REMIC at
all times that any Certificates are outstanding or to avoid
or minimize the risk of the imposition of any federal tax on
the Trust Estate or the REMIC pursuant to the Code that would
be a claim against the Trust Estate, provided that (a) the
Trustee has received an Opinion of Counsel to the effect that
such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (iv)
to change the timing and/or nature of deposits into the
Certificate Account provided that (a) such change shall not,
as evidenced by an Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the
then-current rating of the Certificates as evidenced by a
letter from each Rating Agency to such effect, (v) to modify,
eliminate or add to the provisions of Section 5.02 or any
other provisions hereof restricting transfer of the
Certificates, provided that the Master Servicer for purposes
of Section 5.02 has determined in its sole discretion that
any such modifications to this Agreement will neither
adversely affect the rating on the Certificates nor give rise
to a risk that either the Trust Estate or the REMIC or any of
the Certificateholders will be subject to a tax caused by a
transfer to a non-permitted transferee and (vi) to make any
other provisions with respect to matters or questions arising
under this Agreement or such Custodial Agreement which shall
not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3%
of the aggregate Voting Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; PROVIDED, HOWEVER, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Voting Interests aggregating not less
than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject the REMIC to tax or cause the Trust Estate to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
2. Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I
hereto without the consent of any Certificateholder or the
Trustee; PROVIDED, HOWEVER, (i) that such amendment does not
conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides
for the remittance of each type of Unscheduled Principal
Receipts received by such Servicer during the Applicable
Unscheduled Principal Receipt Period (as so amended) related
to each Distribution Date to the Master Servicer no later
than the 24th day of the month in which such Distribution
Date occurs and (iii) that such amendment is for the purpose
of changing the Applicable Unscheduled Principal Receipt
Period for all Mortgage Loans serviced by any Servicer to a
Mid-Month Receipt Period with respect to Full Unscheduled
Principal Receipts and to a Prior Month Receipt Period with
respect to Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing not less than 25% of the Voting Interest
represented by all Certificates shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Norwest Asset Securities Corporation, 7485 New Horizon
Way, Frederick, Maryland 21703, Attention: Chief Executive Officer, or such
other address as may hereafter be furnished to the Master Servicer and the
Trustee in writing by the Seller, (ii) in the case of the Master Servicer, to
Norwest Bank Minnesota, National Association, 7485 New Horizon Way, Frederick,
Maryland 21703, Attention: Vice President or such other address as may hereafter
be furnished to the Seller and the Trustee in writing by the Master Servicer and
(iii) in the case of the Trustee, to the Corporate Trust Office, or such other
address as may hereafter be furnished to the Seller and the Master Servicer in
writing by the Trustee, in each case Attention: Corporate Trust Department. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice, PROVIDED, HOWEVER,
that any demand, notice or communication to or upon the Seller, the Master
Servicer or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, such Servicer or a
Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
1. The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has
notice:
a. any amendment to this Agreement pursuant to Section
10.01(a);
b. any sale or transfer of the Class B Certificates
pursuant to Section 5.02 to an affiliate of the Seller;
c. any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
d. any resignation of the Master Servicer pursuant to
Section 6.04;
e. the occurrence of any of the Events of Default described
in Section 7.01;
f. any notice of termination given to the Master Servicer
pursuant to Section 7.01;
g. the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
h. the making of a final payment pursuant to Section 9.01.
2. The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
a. the appointment of a Custodian pursuant to Section 2.02;
b. the resignation or removal of the Trustee pursuant to
Section 8.08;
c. the appointment of a successor trustee pursuant to
Section 8.09; or
d. the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in
the Master Servicer.
3. The Master Servicer shall deliver to each Rating Agency:
a. reports prepared pursuant to Section 3.05; and
b. statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.250% 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 $450,135,325.49.
SECTION 11.04 ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 97.99167075%.
SECTION 11.06 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 $75,000,000.00
Class A-2 $29,756,080.00
Class A-3 $949,072.00
Class A-4 $36,429,200.00
Class A-5 $36,429,200.00
Class A-6 $150,452,094.00
Class A-7 $55,138,127.00
Class A-8 $55,138,127.00
Class A-PO $1,840,080.96
Class A-R $100.00
SECTION 11.06 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is $439,292,000.00.
SECTION 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 2.00832925%.
SECTION 11.08 ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 0.75307513%.
SECTION 11.09 ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 0.40174417%.
SECTION 11.10 ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.35133096%.
SECTION 11.11 ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.20076055%.
SECTION 11.12 ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.15079348%.
SECTION 11.13 ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.15062496%.
SECTION 11.14 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $9,003,244.53.
SECTION 11.15 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES
OF CLASS B CERTIFICATES.
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
ORIGINAL
CLASS PRINCIPAL BALANCE
------------------------ -----------------
Class B-1 $3,376,000.00
Class B-2 $1,801,000.00
Class B-3 $1,575,000.00
Class B-4 $900,000.00
Class B-5 $676,000.00
SECTION 11.16 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 1.25525412%.
SECTION 11.17 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 0.85350995%.
SECTION 11.18 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.50217898%.
SECTION 11.19 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.30141843%.
SECTION 11.20 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original B-5 Fractional Interest is 0.15062495%.
SECTION 11.21 CLOSING DATE.
The Closing Date is February 25, 1999.
SECTION 11.22 RIGHT TO PURCHASE.
The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled
Principal Balance of the Mortgage Loans being less than $45,013,532.55 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.23 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A Certificates (other than the Class A-PO
and Class A-R Certificates) and the Class B Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is $500,000.
With respect to the Class A-PO Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is 100% Percentage Interest. The
Class A-R Certificate is not eligible for wire transfer.
SECTION 11.24 SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates (other
than the Class A-PO and Class A-R Certificates) and each Class of the Class B
Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates)
represents a $100,000 Denomination. A Single Certificate for the Class A-R
Certificate represents a $100 Denomination. A Single Certificate for the Class
B-4, Class B-5 and Class B-6 Certificates represents a $250,000 Denomination. A
Single Certificate for the Class A-PO represents a $1,840,080.96 Denomination.
SECTION 11.25 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
SECTION 11.26 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By:____________________________________
Name: Alan S. McKenney
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:____________________________________
Name: Brett Handelman
Title: Officer
FIRST UNION NATIONAL BANK
as Trustee
By:____________________________________
Name:
Title:
Attest:
By: __________________________________
Name: _________________________________
Title: _______________________________
<PAGE>
STATE OF MARYLAND )
) ss.:
COUNTY OF FREDERICK )
On this 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 Brett Handelman, known to me
who, being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he is an Officer of Norwest Bank Minnesota, National Association,
a national banking association, one of the parties that executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF )
On this 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 1999-5 Applicable Unscheduled Principal Receipt Period
PARTIAL
UNSCHEDULED
FULL UNSCHEDULED PRINCIPAL
SERVICER PRINCIPAL RECEIPTS RECEIPTS
- ------------------------------------- ------------------ ------------
Norwest Mortgage, Inc. Exhibit F-1 Prior Month Prior Month
Norwest Mortgage, Inc. Exhibit F-2 Mid Month Mid Month
Bank United Mid Month Prior Month
National City Mortgage Company Mid Month Prior Month
Merrill Lynch Credit Corporation Mid Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
Bank of Oklahoma, N.A. Mid Month Prior Month
Hibernia National Bank Mid Month Prior Month
HomeSide Lending Prior Month Prior Month
The Huntington Mortgage Company Mid Month Prior Month
Farmers State Bank & Trust Company of Mid Month Prior Month
Superior
BankNorth Mortgage Company, Inc. Mid Month Prior Month
North American Mortgage Company Mid Month Prior Month
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-5 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, 2014
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 6.250% 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-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 1999-5 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, 2014
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 6.250% 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-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 1999-5 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, 2014
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 6.250% 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-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 1999-5 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, 2014
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 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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 1999-5 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,
2014
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 1999-5 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 by this Denomination: $
Certificate: %
Final Scheduled Maturity Date: March 25, 2014
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of 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 6.250% 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-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 1999-5 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 by this Denomination: $
Certificate: %
Final Scheduled Maturity Date: March 25, 2014
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-7 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of 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 the Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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 1999-5 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 by this Denomination: $
Certificate: %
Final Scheduled Maturity Date: March 25, 2014
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-8 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of 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 the Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-8 Certificates applicable to each Distribution Date will be 6.500% per
annum. 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-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 1999-5, 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 by this Denomination: $
Certificate: %
Final Scheduled Maturity Date: March 25, 2014
<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 is issued on February 25, 1999, at an issue price
of 70.65625% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 300% SPA (as
defined in the Prospectus Supplement dated February 18, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 29.34375000%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 8.43%. There is no
short first accrual period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _________________________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-5, 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 by this Denomination: $
Certificate: %
Final Scheduled Maturity Date: March 25, 2014
<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 6.250% 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-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.
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 1999-5, 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 by this Denomination: $
Certificate: %
Final Scheduled Maturity Date: March 25, 2014
<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 6.250% 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 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 1999-5, 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 by this Denomination: $
Certificate: %
Final Scheduled Maturity Date: March 25, 2014
<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
6.250% 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 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 is issued on February 25, 1999, and based on its
issue price of 97.41667%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 300% SPA (as defined in the Prospectus Supplement dated
February 18, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
2.58333333%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 6.71%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the 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 1999-5, 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 by this Denomination: $
Certificate: %
Final Scheduled Maturity Date: March 25, 2014
<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
6.250% 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 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 is issued on February 25, 1999, and based on its
issue price of 93.49479%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 300% SPA (as defined in the Prospectus Supplement dated
February 18, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
6.50520833%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 7.45%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the 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 1999-5, 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 by this Denomination: $
Certificate: %
Final Scheduled Maturity Date: March 25, 2014
<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
6.250% 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 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 is issued on February 25, 1999, and based on its
issue price of 82.18229%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 300% SPA (as defined in the Prospectus Supplement dated
February 18, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
17.81770833%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 9.83%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the 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 1999-5, 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 by this Denomination: $
Certificate: %
Final Scheduled Maturity Date: March 25, 2014
<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
6.250% 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 B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on February 25, 1999, and based on its
issue price of 73.52604%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 300% SPA (as defined in the Prospectus Supplement dated
February 18, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
26.47395833%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 12.01%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the 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 1999-5, 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 by this Denomination: $
Certificate: %
Final Scheduled Maturity Date: March 25, 2014
<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
6.250% 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 B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on February 25, 1999, and based on its
issue price of 27.41667%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 300% SPA (as defined in the Prospectus Supplement dated
February 18, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
72.58333333%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 38.78%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the 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 1999-5 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-5
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:
By ____________________________________
Signature by or on behalf of assignor
By ____________________________________
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").
WITNESSETH THAT
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 1999-5
(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 II
DEFINITIONS
SECTION 2.01 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 III
CUSTODY OF MORTGAGE DOCUMENTS
SECTION 3.01 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 3.02 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 3.03 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 3.04 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 3.05 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 3.06 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 IV
CONCERNING THE CUSTODIAN
SECTION 4.01 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 4.02 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 4.03 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 4.04 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 4.05 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 4.06 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 4.07 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 V
MISCELLANEOUS PROVISIONS
SECTION 5.01 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 5.02 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 5.03 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 5.04 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 5.05 SEVERABILITY OF PROVISIONS. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By:______________________________________
Charlotte, North Carolina, 28288 Name:____________________________________
Title:___________________________________
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way By:______________________________________
Frederick, Maryland 21703 Name:____________________________________
Title:___________________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way By:______________________________________
Frederick, Maryland 21703 Name:____________________________________
Title:___________________________________
Address: [CUSTODIAN]
By:______________________________________
Name:____________________________________
Title:___________________________________
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
---------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
----------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
---------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and
for the State of __________, personally appeared __________ __________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
--------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage]
NASCOR
NMI / 1999-05 Exhibit F-1
15 YEAR FIXED RATE RELOCATION AND 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>
</TABLE>
<TABLE>
<CAPTION>
(i) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- --------- ---------- -------- ----------- ----------- -----------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ---------- ---------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
THERE ARE NO DES MOINES LOANS
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1999-05 Exhibit F-2
15 YEAR FIXED RATE RELOCATION AND 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>
4620546 MONTAUCK NY 11194 SFD 763% 6.250 $2,942.51 180 1-Dec-13 $313,112.12
4714248 PARK RIDGE NJ 07656 LCO 700% 6.250 $4,943.56 180 1-Jan-14 $548,264.77
4753949 WAUKEE IA 50263 SFD 725% 6.250 $2,738.59 180 1-Feb-14 $300,000.00
4769918 PORT NECHES TX 77651 SFD 650% 6.233 $2,787.55 180 1-Jan-14 $318,945.78
4771955 BEVERLY HILLS CA 90210 SFD 725% 6.250 $5,933.61 180 1-Aug-13 $622,564.22
4787754 ROSWELL GA 30075 SFD 638% 6.108 $2,333.48 180 1-Jan-14 $269,000.90
4807280 HUGO MN 55038 SFD 713% 6.250 $2,463.86 180 1-Jul-13 $265,951.09
4821398 LEAWOOD KS 66224 SFD 650% 6.233 $2,264.88 180 1-Dec-13 $258,282.26
4824536 CROTON ON HUDSON NY 10520 SFD 675% 6.250 $2,289.71 180 1-Jan-14 $257,915.76
4827668 WARREN TOWNSHIP NJ 07059 SFD 700% 6.250 $2,876.26 180 1-Oct-13 $315,926.16
4830846 FORT LAUDERDALE FL 33301 SFD 725% 6.250 $3,529.58 180 1-Sep-13 $375,943.34
4831787 PASADENA CA 91107 SFD 688% 6.250 $2,792.40 180 1-Dec-13 $311,097.08
4834400 BASKING RIDGE NJ 07929 SFD 688% 6.250 $2,943.12 180 1-Dec-13 $327,888.99
4834498 DAVIS CA 95616 SFD 725% 6.250 $1,095.44 180 1-Jan-14 $119,629.56
4836900 HUDSON OH 44236 SFD 650% 6.233 $3,216.13 180 1-Dec-13 $366,760.82
4839955 OMAHA NE 68124 SFD 700% 6.250 $4,062.70 180 1-Aug-13 $443,318.05
4841903 WEST BLOOMFIELD MI 48322 SFD 713% 6.250 $2,334.33 180 1-Nov-13 $255,272.94
4847163 NAPERVILLE IL 60540 SFD 625% 5.983 $2,572.27 180 1-Dec-13 $297,545.24
4850261 CORTLANDT MANOR NY 10566 SFD 650% 6.233 $2,321.51 180 1-Dec-13 $264,739.31
4850530 SARATOGA CA 95070 SFD 688% 6.250 $5,351.13 180 1-Feb-14 $600,000.00
4850647 FRANKLIN MA 02038 SFD 625% 5.983 $2,297.04 180 1-Feb-14 $267,900.00
4856264 REDLANDS CA 92374 SFD 688% 6.250 $2,720.16 180 1-Dec-13 $303,048.90
4856598 ST LOUIS MO 63131 SFD 663% 6.250 $5,706.96 180 1-Jan-14 $647,881.58
4857001 JOPLIN MO 64804 SFD 700% 6.250 $5,078.38 180 1-Jan-14 $563,217.45
4857411 HOCKLEY TX 77447 SFD 625% 5.983 $2,589.42 180 1-Dec-13 $299,961.70
4859998 CHAPPAQUA NY 10514 SFD 675% 6.250 $2,654.73 180 1-Jan-14 $299,032.77
4864493 PEEKSKILL NY 10566 SFD 700% 6.250 $4,530.10 180 1-Jan-14 $502,409.05
4864929 GIG HARBOR WA 98332 SFD 675% 6.250 $2,760.92 180 1-Nov-13 $308,965.23
4865004 DESOTO TX 75115 SFD 725% 6.250 $4,860.41 120 1-Oct-08 $404,477.50
4866087 WINNETKA IL 60093 SFD 713% 6.250 $3,650.50 180 1-Jan-14 $401,742.31
4866970 LONGBOAT KEY FL 34228 SFD 700% 6.250 $2,741.43 180 1-Oct-13 $301,117.13
4867277 SHARON MA 02067 SFD 713% 6.250 $4,592.57 180 1-Dec-13 $503,826.09
4868140 SANTA BARBARA CA 93108 SFD 650% 6.233 $6,515.89 180 1-Jan-14 $745,535.78
4868751 SCOTTSDALE AZ 85254 SFD 663% 6.250 $2,835.92 180 1-Dec-13 $320,888.81
4868991 BLOOMINGTON MN 55437 SFD 675% 6.250 $2,406.96 180 1-Dec-13 $270,241.15
4869246 EAST FALMOUTH MA 02536 SFD 675% 6.250 $2,446.78 180 1-Nov-13 $273,810.53
4870012 LAJOLLA CA 92037 SFD 688% 6.250 $3,834.97 180 1-Dec-13 $427,249.29
4870642 WILTON CT 06897 SFD 663% 6.250 $3,239.80 180 1-Dec-13 $366,588.14
4870974 CHAPPAQUA NY 10514 SFD 625% 5.983 $2,829.50 180 1-Jan-14 $328,889.25
4871843 REHOBOTH BEACH DE 19971 SFD 688% 6.250 $2,675.56 180 1-Dec-13 $297,793.06
4872163 GLENDALE AZ 85310 SFD 675% 6.250 $2,986.57 180 1-Jan-14 $336,217.82
4872739 PRESCOTT AZ 86301 SFD 688% 6.250 $2,408.01 180 1-Oct-13 $266,525.75
4872834 MANHATTAN BEACH CA 90266 SFD 725% 6.250 $2,382.57 180 1-Sep-13 $256,922.56
4872965 YORKTOWN HEIGHTS NY 10598 SFD 688% 6.250 $2,532.87 180 1-Dec-13 $282,183.23
4874877 GOLDSBORO NC 27534 SFD 663% 6.250 $3,116.88 180 1-Jan-14 $353,843.02
4877351 MAMARONECK NY 10543 SFD 663% 6.250 $2,326.69 180 1-Dec-13 $263,267.89
4878318 GOLD CANYON AZ 85219 SFD 675% 6.250 $2,272.45 180 1-Dec-13 $255,139.44
4878351 RENO NV 89509 SFD 688% 6.250 $2,943.12 180 1-Dec-13 $327,328.91
4878464 POWELL OH 43065 SFD 688% 6.250 $3,583.47 180 1-Nov-13 $397,933.45
4878997 EAST HILLS NY 11576 SFD 685% 6.250 $2,048.06 180 1-Sep-13 $226,282.09
4879172 BOSTON MA 02115 LCO 700% 6.250 $4,808.74 180 1-Dec-13 $531,614.34
4879272 ORADELL NJ 07649 SFD 700% 6.250 $3,370.61 180 1-Aug-13 $362,174.22
4879513 MASSAPEQUA NY 11758 SFD 690% 6.250 $2,143.80 180 1-Oct-13 $236,918.35
4879653 GARDEN CITY NY 11530 SFD 690% 6.250 $5,779.69 120 1-Sep-08 $485,308.57
4879703 POQUOTT NY 11733 SFD 685% 6.250 $2,061.43 180 1-Aug-13 $226,996.47
4879743 ORLAND PARK IL 60462 SFD 700% 6.250 $2,912.21 180 1-Jan-14 $322,977.79
4880016 PINE CO 80470 SFD 675% 6.250 $3,840.51 180 1-Jan-14 $432,600.74
4881214 CALISTOGA CA 94515 SFD 650% 6.233 $2,743.99 180 1-Dec-13 $312,918.90
4882426 WESTON MA 02193 SFD 675% 6.250 $5,220.97 180 1-Jan-14 $588,097.78
4882903 STATEN ISLAND NY 10309 SFD 725% 6.250 $821.58 180 1-Feb-14 $90,000.00
4883771 WOODSIDE CA 94062 SFD 725% 6.250 $3,651.46 180 1-Dec-13 $397,522.94
4883797 DANVILLE CA 94506 SFD 688% 6.250 $4,013.35 180 1-Dec-13 $447,121.33
4883886 EDINA MN 55436 SFD 675% 6.250 $4,424.55 180 1-Dec-13 $496,766.83
4884567 WICHITA KS 67206 SFD 688% 6.250 $2,675.56 180 1-Dec-13 $298,080.90
4884955 GREENWICH CT 06831 SFD 675% 6.250 $8,672.12 180 1-Feb-14 $980,000.00
4885510 LADUE MO 63124 SFD 675% 6.250 $8,530.53 180 1-Dec-13 $956,288.72
4885722 LAS VEGAS NV 89134 SFD 675% 6.250 $7,424.40 180 1-Jan-14 $836,294.98
4887050 LA JOLLA CA 92037 SFD 675% 6.250 $4,424.55 180 1-Jan-14 $497,587.95
4887057 AUSTIN TX 78733 SFD 713% 6.250 $2,233.78 180 1-Feb-14 $246,600.00
4887267 MIDLOTHIAN VA 23112 SFD 700% 6.250 $3,056.02 180 1-Dec-13 $336,857.82
4887657 GREENWOOD VILLAGE CO 80111 SFD 650% 6.233 $2,317.15 180 1-Dec-13 $264,242.62
4887684 DANA POINT CA 92629 SFD 713% 6.250 $2,672.21 180 1-Dec-13 $293,153.24
4887711 BROOKLYN NY 11214 MF2 763% 6.250 $700.60 180 1-Jan-14 $74,775.96
4887753 ST.JOSEPH MO 64505 SFD 675% 6.250 $3,074.18 180 1-Dec-13 $345,153.59
4887995 SANTA ANA CA 92705 SFD 725% 6.250 $3,103.74 180 1-Dec-13 $336,992.84
4888100 DANVILLE CA 94506 SFD 700% 6.250 $2,606.61 180 1-Dec-13 $280,106.59
4888612 VANCOUVER WA 98686 SFD 638% 6.108 $4,001.48 180 1-Jan-14 $461,458.21
4889252 LOS ANGELES CA 90004 SFD 675% 6.250 $2,991.00 180 1-Jan-14 $336,701.25
4889416 PLEASANTON CA 94566 SFD 700% 6.250 $2,723.45 180 1-Dec-13 $300,804.36
4889535 DANVILLE CA 94526 SFD 700% 6.250 $2,426.84 180 1-Dec-13 $268,291.35
4890174 IRVING TX 75038 SFD 613% 5.858 $4,065.99 180 1-Dec-13 $474,739.30
4890405 WEBSTER GROVES MO 63119 SFD 688% 6.250 $2,429.49 180 1-Dec-13 $270,666.40
4890425 FARIBAULT MN 55021 SFD 688% 6.250 $3,357.83 180 1-Dec-13 $374,091.52
4890847 SAN JOSE CA 95120 SFD 700% 6.250 $3,038.04 180 1-Nov-13 $334,782.19
4891137 CHESTERFIELD MO 63017 SFD 675% 6.250 $2,433.50 180 1-Dec-13 $273,221.77
4891179 DANVILLE CA 94506 SFD 688% 6.250 $4,240.77 180 1-Dec-13 $471,694.63
4891219 LOS ALTOS CA 94024 SFD 688% 6.250 $4,152.48 180 1-Dec-13 $462,621.01
4891391 BARGERSVILLE IN 46106 SFD 700% 6.250 $5,572.74 180 1-Dec-13 $615,384.98
4891485 SAN DIMAS CA 91773 SFD 638% 6.108 $2,212.49 180 1-Feb-14 $256,000.00
4891512 SAN JOSE CA 95135 SFD 713% 6.250 $2,463.87 180 1-Jan-14 $271,151.13
4891568 NEW YORK NY 10021 COP 700% 6.250 $970.74 180 1-Feb-14 $107,588.04
4891963 PLEASANT HILL CA 94523 SFD 713% 6.250 $3,227.94 180 1-Jan-14 $352,880.03
4892010 BARRINGTON IL 60010 SFD 650% 6.233 $5,453.14 180 1-Jan-14 $623,937.69
4892088 CLAYTON CA 94517 SFD 650% 6.233 $3,048.88 180 1-Jan-14 $348,846.95
4892093 SAN JOSE CA 95135 SFD 700% 6.250 $2,885.24 180 1-Jan-14 $319,987.26
4892589 SAN RAMON CA 94583 SFD 700% 6.250 $2,544.59 180 1-Dec-13 $277,285.11
4892823 PLANO TX 75025 SFD 638% 6.108 $2,544.36 180 1-Nov-13 $291,039.01
4892903 LEXINGTON MA 02421 SFD 650% 6.233 $2,892.08 180 1-Dec-13 $329,806.58
4892924 LEXINGTON MA 02420 SFD 675% 6.250 $3,256.47 180 1-Dec-13 $365,620.39
4893077 CAPE GIRARDEAU MO 63701 SFD 650% 6.233 $2,961.77 180 1-Jan-14 $338,879.90
4893455 FRANKLIN LAKES NJ 07417 SFD 675% 6.250 $4,513.04 180 1-Nov-13 $505,039.33
4893504 EAST BRUNSWICK NJ 08816 SFD 613% 5.858 $2,316.26 180 1-Jan-14 $271,373.60
4893584 INDIANAPOLIS IN 46240 SFD 663% 6.250 $4,934.32 180 1-Nov-13 $556,470.57
4893596 INDIANAPOLIS IN 46240 SFD 663% 6.250 $2,572.52 180 1-Dec-13 $291,084.89
4893615 CINCINNATI OH 45230 SFD 675% 6.250 $2,399.87 180 1-Dec-13 $269,446.21
4893627 CUMMAQUID MA 02630 SFD 650% 6.233 $2,521.86 180 1-Dec-13 $287,587.37
4893668 LONGPORT NJ 08403 SFD 700% 6.250 $5,842.38 180 1-Mar-13 $625,416.46
4893755 UNIVERSITY PARK TX 75205 SFD 675% 6.250 $2,707.39 180 1-Nov-13 $301,965.61
4894076 CUPERTINO CA 95014 SFD 675% 6.250 $3,141.43 180 1-Dec-13 $352,704.46
4894162 YORKTOWN NY 10598 SFD 650% 6.233 $2,102.86 180 1-Jan-14 $240,604.72
4894319 REDWOOD CITY CA 94065 SFD 688% 6.250 $3,406.89 180 1-Dec-13 $379,556.32
4894379 GAITHERSBURG MD 20882 SFD 650% 6.233 $2,343.28 180 1-Dec-13 $267,222.80
4894532 CUPERTINO CA 95014 SFD 675% 6.250 $3,044.09 180 1-Nov-13 $339,645.53
4894582 PLEASANTON CA 94588 SFD 675% 6.250 $2,831.72 180 1-Dec-13 $315,750.28
4894774 SEATTLE WA 98116 SFD 625% 5.983 $2,700.88 180 1-Nov-13 $311,802.64
4894946 MT.LAUREL NJ 08054 SFD 713% 6.250 $2,607.89 180 1-Nov-13 $285,188.51
4894991 HERNDON VA 22071 SFD 675% 6.250 $2,551.20 180 1-Dec-13 $286,435.74
4895311 FARMINGTON CT 06032 SFD 638% 6.108 $2,480.40 180 1-Dec-13 $285,083.50
4895349 REDWOOD CITY CA 94065 PUD 675% 6.250 $2,415.81 180 1-Dec-13 $271,234.68
4895498 SAN FRANCISCO CA 94122 SFD 638% 6.108 $2,484.72 180 1-Dec-13 $285,464.27
4895525 LA JOLLA CA 92037 SFD 663% 6.250 $3,511.98 180 1-Dec-13 $397,385.51
4895549 FREMONT CA 94539 SFD 663% 6.250 $3,329.36 180 1-Dec-13 $376,721.46
4895634 LLOYD HARBOR NY 11743 SFD 650% 6.233 $2,961.77 180 1-Dec-13 $337,753.73
4895813 OAKLAND CA 94618 SFD 663% 6.250 $2,572.53 180 1-Dec-13 $291,084.87
4895943 AUBURN CA 95603 SFD 663% 6.250 $3,020.30 180 1-Dec-13 $341,751.55
4895955 BUTLER NJ 07405 SFD 725% 6.250 $1,108.22 180 1-Jan-14 $121,025.24
4895966 WELLESLEY MA 02481 SFD 688% 6.250 $3,745.79 180 1-Dec-13 $417,313.25
4895976 DOVER MA 02030 SFD 700% 6.250 $2,831.31 180 1-Dec-13 $313,006.58
4896001 PRINCETON JUNCTION NJ 08550 SFD 700% 6.250 $3,010.18 180 1-Dec-13 $332,694.14
4896105 FOSTER CITY CA 94404 SFD 688% 6.250 $2,622.06 180 1-Dec-13 $292,091.16
4896126 SARATOGA CA 95070 SFD 688% 6.250 $3,763.63 180 1-Dec-13 $419,300.45
4896171 CUPERTINO CA 95014 SFD 700% 6.250 $2,336.96 180 1-Dec-13 $258,354.63
4896174 PALO ALTO CA 94303 SFD 688% 6.250 $2,367.88 180 1-Dec-13 $262,512.50
4896413 FREMONT CA 94536 SFD 688% 6.250 $2,853.94 180 1-Dec-13 $317,952.94
4896486 NEW YORK NY 10023 COP 688% 6.250 $5,797.06 180 1-Jan-14 $647,926.90
4896608 CHANHASSEN MN 55317 SFD 638% 6.108 $2,627.32 180 1-Dec-13 $301,969.98
4896616 CANNON FALLS MN 55009 SFD 675% 6.250 $2,654.73 180 1-Dec-13 $298,060.10
4897037 SAN JOSE CA 95148 SFD 675% 6.250 $5,070.54 180 1-Dec-13 $567,857.28
4897292 SPRING TX 77389 SFD 663% 6.250 $2,626.08 180 1-Jan-14 $298,125.20
4897648 CUPERTINO CA 95014 SFD 688% 6.250 $3,496.07 180 1-Dec-13 $389,492.36
4897659 SPRING LAKE NJ 07762 MF2 688% 6.250 $4,458.38 180 1-Dec-13 $496,702.13
4897744 LOS ALTOS CA 94024 SFD 700% 6.250 $4,557.06 180 1-Dec-13 $503,791.55
4897835 CUPERTINO CA 95014 SFD 688% 6.250 $2,675.57 180 1-Dec-13 $298,080.88
4897848 BELLEVUE WA 98005 SFD 650% 6.233 $2,787.54 180 1-Dec-13 $317,885.88
4897860 SAN JOSE CA 95120 SFD 688% 6.250 $2,711.24 180 1-Nov-13 $299,157.94
4897873 FREMONT CA 94536 SFD 688% 6.250 $2,229.64 180 1-Dec-13 $248,400.73
4898092 SANTA CLARITA CA 91355 SFD 688% 6.250 $3,785.93 180 1-Dec-13 $421,569.15
4898101 CYPRESS CA 90630 SFD 688% 6.250 $3,210.68 180 1-Dec-13 $356,903.22
4898158 FREMONT CA 94539 SFD 688% 6.250 $4,307.66 180 1-Dec-13 $479,910.23
4898197 CUPERTINO CA 95014 SFD 675% 6.250 $3,070.64 180 1-Jan-14 $345,881.24
4898230 DANA POINT CA 92629 SFD 675% 6.250 $2,601.64 180 1-Dec-13 $291,698.29
4898264 NEWPORT BEACH CA 92625 SFD 688% 6.250 $5,038.98 180 1-Nov-13 $559,562.97
4898294 SAN DIEGO CA 92107 SFD 675% 6.250 $4,627.20 180 1-Nov-13 $517,813.83
4898313 NEWPORT BEACH CA 92660 SFD 688% 6.250 $8,294.25 180 1-Dec-13 $924,050.76
4898441 SUNNYVALE CA 94087 SFD 688% 6.250 $2,408.01 180 1-Dec-13 $268,272.80
4898491 SAN JOSE CA 95129 SFD 675% 6.250 $3,539.64 180 1-Dec-13 $397,413.47
4898542 LOS ALTOS CA 94024 SFD 688% 6.250 $4,138.21 180 1-Dec-13 $461,031.77
4898662 TIBURON CA 94920 SFD 663% 6.250 $5,004.57 180 1-Dec-13 $566,274.35
4898703 PALO ALTO CA 94301 SFD 650% 6.233 $3,397.32 180 1-Dec-13 $387,423.40
4899025 LOS ALTOS CA 94024 SFD 650% 6.233 $2,783.19 180 1-Dec-13 $317,389.17
4899053 ALEXANDRIA VA 22314 SFD 700% 6.250 $3,069.50 180 1-Jan-14 $340,422.58
4899069 SARATOGA CA 95070 SFD 650% 6.233 $4,791.10 180 1-Dec-13 $546,366.32
4899108 CUPERTINO CA 95014 SFD 675% 6.250 $3,760.87 180 1-Dec-13 $421,246.18
4899161 SAN FRANCISCO CA 94122 SFD 700% 6.250 $2,360.33 180 1-Jan-14 $261,771.50
4899164 PALO ALTO CA 94306 SFD 663% 6.250 $3,336.38 180 1-Dec-13 $377,516.24
4899201 CUPERTINO CA 95014 SFD 675% 6.250 $2,530.85 180 1-Dec-13 $283,678.82
4899277 SARATOGA CA 95070 SFD 675% 6.250 $3,035.24 180 1-Dec-13 $340,782.05
4899283 FREMONT CA 94539 SFD 675% 6.250 $2,362.71 180 1-Dec-13 $265,273.49
4899640 LOS ALTOS CA 94024 SFD 688% 6.250 $4,147.13 180 1-Dec-13 $460,664.75
4900001 MILPITAS CA 95035 SFD 688% 6.250 $2,630.98 180 1-Dec-13 $293,043.44
4900060 SANTA MONICA CA 90403 SFD 638% 6.108 $4,260.76 180 1-Nov-13 $488,048.69
4900066 SAN JOSE CA 95138 SFD 650% 6.233 $2,861.16 180 1-Dec-13 $326,280.02
4901167 ORINDA CA 94563 SFD 713% 6.250 $3,025.48 180 1-Jan-14 $332,957.65
4901482 SOUTH PORTLAND ME 04106 SFD 688% 6.250 $772.35 180 1-Jan-14 $86,323.80
4901928 SARATOGA CA 95070 SFD 663% 6.250 $3,090.54 180 1-Dec-13 $349,699.25
4902035 SANTA BARBARA CA 93109 SFD 700% 6.250 $3,999.79 180 1-Dec-13 $441,881.93
4902061 REDDING CA 96001 SFD 663% 6.250 $2,590.09 180 1-Dec-13 $292,659.63
4902099 LIVINGSTON NJ 07039 SFD 663% 6.250 $3,160.78 180 1-Jan-14 $358,826.72
4902210 PACIFIC PALISADES CA 90272 SFD 613% 5.858 $2,764.54 180 1-Nov-13 $319,650.64
4902238 CHATHAM NJ 07928 SFD 675% 6.250 $3,119.31 180 1-Feb-14 $352,500.00
4902295 BONDVILLE VT 05340 SFD 625% 5.983 $2,486.53 180 1-Dec-13 $288,042.69
4902322 SHERMAN OAKS CA 91403 SFD 638% 6.108 $4,753.38 180 1-Dec-13 $546,327.27
4902439 MESA AZ 85207 SFD 700% 6.250 $2,894.23 180 1-Jan-14 $320,984.10
4902468 IRVINE CA 92620 SFD 700% 6.250 $2,813.34 180 1-Jan-14 $312,012.49
4902592 SAN JOSE CA 95120 SFD 700% 6.250 $3,568.35 180 1-Dec-13 $394,053.49
4902931 LAGUNA NIGUEL CA 92677 SFD 700% 6.250 $3,199.83 180 1-Jan-14 $354,776.67
4903150 MOORESVILLE NC 28115 SFD 650% 6.233 $2,992.25 180 1-Oct-13 $337,108.16
4903280 MILL VALLEY CA 94941 SFD 663% 6.250 $2,958.84 180 1-Dec-13 $334,797.30
4903524 NEWTON MA 02166 SFD 700% 6.250 $4,494.14 180 1-Jan-14 $498,422.53
4903528 BELMONT MA 02478 SFD 688% 6.250 $2,782.59 180 1-Dec-13 $310,004.12
4903682 LAWTON OK 73507 SFD 650% 6.233 $2,097.19 180 1-Dec-13 $239,159.46
4904032 LAKE FOREST FL 32771 SFD 663% 6.250 $2,247.67 180 1-Nov-13 $252,857.84
4904036 PACIFIC PALISADES CA 90272 SFD 625% 5.983 $6,044.84 180 1-Dec-13 $700,241.71
4904200 SAN FRANCISCO CA 94115 LCO 675% 6.250 $5,397.95 180 1-Dec-13 $606,055.54
4904643 MOUNTAIN LAKES NJ 07046 SFD 675% 6.250 $3,473.27 180 1-Jan-14 $391,234.54
4904746 MAYESVILLE KY 42056 SFD 688% 6.250 $2,659.51 180 1-Nov-13 $295,330.40
4904969 THE WOODLANDS TX 77382 SFD 575% 5.483 $2,193.53 180 1-Dec-13 $262,289.93
4905067 KEY BISCAYNE FL 33149 HCO 638% 6.108 $2,800.18 180 1-Jan-14 $322,921.07
4905685 SUNNYVALE CA 94086 SFD 713% 6.250 $2,468.39 180 1-Jan-14 $271,649.58
4905767 ZIONSVILLE IN 46077 SFD 688% 6.250 $3,183.92 180 1-Dec-13 $354,716.26
4905869 FREMONT CA 94539 SFD 688% 6.250 $2,943.12 180 1-Jan-14 $324,813.38
4906088 DALLAS TX 75229 SFD 675% 6.250 $2,322.89 180 1-Dec-13 $260,802.58
4906136 HAYDEN LAKE ID 83835 SFD 638% 6.108 $2,938.46 180 1-Nov-13 $336,585.30
4906795 MENDHAM NJ 07945 SFD 650% 6.233 $2,286.66 180 1-Dec-13 $260,765.75
4906869 PARK CITY UT 84060 SFD 650% 6.233 $3,397.32 180 1-Nov-13 $386,124.62
4906954 SPRINGFIELD IL 62707 SFD 675% 6.250 $5,711.21 180 1-Jan-14 $643,319.17
4906972 IRVINE CA 92612 SFD 725% 6.250 $2,608.05 180 1-Oct-13 $282,140.12
4907185 CHICAGO IL 60610 HCO 588% 5.608 $2,130.47 180 1-Jan-14 $253,615.52
4907310 HOCKESSIN DE 19707 SFD 600% 5.733 $2,194.03 180 1-Jan-14 $258,605.97
4907386 PALO ALTO CA 94303 SFD 700% 6.250 $2,786.37 180 1-Dec-13 $308,038.22
4907505 WEST TISBURY MA 02575 SFD 700% 6.250 $2,696.49 180 1-Dec-13 $298,101.50
4907724 LITTLETON CO 80123 PUD 650% 6.233 $2,328.47 180 1-Dec-13 $265,533.24
4908055 CORAL GABLES FL 33134 SFD 700% 6.250 $3,415.55 180 1-Jan-14 $378,801.12
4908168 RIDGEFIELD CT 06877 SFD 600% 5.733 $3,628.59 180 1-Jan-14 $428,521.41
4908309 HILLSBOROUGH CA 94010 SFD 688% 6.250 $4,459.28 180 1-Jan-14 $497,864.58
4908625 SEATTLE WA 98122 SFD 675% 6.250 $2,291.92 180 1-Dec-13 $257,325.22
4908779 BURBANK CA 91506 SFD 675% 6.250 $2,318.47 180 1-Dec-13 $260,305.81
4909096 MISSION VIEJO CA 92692 SFD 700% 6.250 $3,415.55 180 1-Dec-13 $377,595.24
4909100 SANTA CLARA UT 84765 SFD 725% 6.250 $1,355.61 180 1-Jan-14 $148,041.58
4909200 PENNINGTON NJ 08534 SFD 675% 6.250 $3,760.87 180 1-Feb-14 $425,000.00
4909260 HUTCHINSON KS 67502 SFD 688% 6.250 $3,010.01 180 1-Dec-13 $335,341.00
4909536 VICTOR NY 14564 SFD 675% 6.250 $2,787.47 180 1-Feb-14 $315,000.00
4910065 CLARKSTON MI 48346 SFD 688% 6.250 $6,653.23 180 1-Dec-13 $741,227.83
4910288 EVERGREEN CO 80439 SFD 625% 5.983 $3,504.72 180 1-Nov-13 $404,601.03
4910467 SOUTH ORANGE NJ 07079 SFD 688% 6.250 $2,497.20 180 1-Jan-14 $279,106.97
4910533 HOLLISWOOD NY 11423 SFD 688% 6.250 $2,559.63 180 1-Dec-13 $285,164.04
4910549 LOS GATOS CA 95032 SFD 700% 6.250 $2,984.11 180 1-Dec-13 $329,899.01
4911021 VERNON HILLS IL 60061 SFD 613% 5.858 $2,466.82 180 1-Jan-14 $289,013.39
4911162 NAPLES FL 34108 SFD 675% 6.250 $4,159.08 180 1-Dec-13 $466,458.00
4911187 BLAUVELT NY 10913 SFD 713% 6.250 $4,416.38 180 1-Dec-13 $484,497.86
4911189 PARKER TX 75002 SFD 663% 6.250 $5,159.10 180 1-Dec-13 $582,913.77
4911678 COLUMBUS OH 43213 SFD 700% 6.250 $2,318.98 180 1-Dec-13 $256,301.72
4911936 EL CAJON CA 92021 SFD 738% 6.250 $3,298.85 180 1-Nov-13 $355,294.92
4912063 EUGENE OR 97401 SFD 675% 6.250 $2,725.52 180 1-Nov-13 $305,004.15
4912091 SAN JOSE CA 95120 SFD 688% 6.250 $3,308.78 180 1-Feb-14 $371,000.00
4912429 MANHATTAN BEACH CA 90266 SFD 675% 6.250 $2,787.47 180 1-Dec-13 $312,963.10
4913310 RALEIGH NC 27614 SFD 650% 6.233 $3,896.47 180 1-Nov-13 $442,855.23
4913587 SAN FRANCISCO CA 94107 HCO 688% 6.250 $2,630.98 180 1-Jan-14 $294,059.12
4913766 AUSTIN TX 78746 SFD 675% 6.250 $4,229.87 180 1-Dec-13 $472,897.84
4913796 PHOENIX AZ 85018 SFD 650% 6.233 $4,007.10 180 1-Nov-13 $455,429.04
4913816 HILLSBOROUGH CA 94010 SFD 675% 6.250 $3,884.76 180 1-Jan-14 $437,584.62
4913842 RIDGEFIELD CT 06877 SFD 663% 6.250 $3,283.70 180 1-Jan-14 $372,781.09
4914595 WOODWAY WA 98020 SFD 650% 6.233 $3,310.21 180 1-Nov-13 $374,525.05
4914858 SOUTHAMPTON MA 01073 SFD 750% 6.250 $2,521.47 180 1-Jan-14 $271,178.53
4915047 FAIRFAX VA 22031 SFD 688% 6.250 $2,639.89 180 1-Jan-14 $295,055.94
4915283 LOVELAND OH 45140 SFD 688% 6.250 $3,346.24 180 1-Dec-13 $372,799.83
4915409 ENCINITAS CA 92024 SFD 713% 6.250 $4,755.62 180 1-Feb-14 $525,000.00
4915443 MONTPELIER VA 23192 SFD 763% 6.250 $934.13 180 1-Feb-14 $100,000.00
4915904 MAINEVILLE OH 45039 SFD 688% 6.250 $3,763.63 180 1-Dec-13 $419,300.45
4916327 STUDIO CITY CA 91604 SFD 638% 6.108 $3,318.73 180 1-Jan-14 $382,721.27
4916537 INDIANAPOLIS IN 46230 SFD 700% 6.250 $2,984.11 180 1-Jan-14 $330,952.56
4916671 ANN ARBOR MI 48105 SFD 600% 5.733 $2,784.73 180 1-Jan-14 $328,865.27
4916819 GURNEE IL 60031 SFD 650% 6.233 $2,177.77 180 1-Dec-13 $248,348.34
4916856 TAMPA FL 33613 SFD 725% 6.250 $2,506.73 180 1-Dec-13 $272,899.50
4917237 BRONXVILLE NY 10708 SFD 725% 6.250 $2,373.44 180 1-Dec-13 $258,389.94
4917259 HOPATCONG NJ 07843 SFD 713% 6.250 $4,529.16 180 1-Sep-13 $492,104.75
4917294 AVON CO 81620 SFD 650% 6.233 $2,221.33 180 1-Jan-14 $254,159.92
4917345 DIAMOND BAR CA 91765 SFD 688% 6.250 $2,746.92 180 1-Nov-13 $305,036.09
4917441 REDLANDS CA 92373 SFD 613% 5.858 $3,606.65 180 1-Jan-14 $422,557.52
4917543 TALLAHASSEE FL 32312 SFD 688% 6.250 $4,445.90 180 1-Dec-13 $495,311.07
4917651 CHARLOTTE NC 28207 SFD 675% 6.250 $2,508.72 180 1-Dec-13 $281,666.80
4917889 COS COB CT 06807 SFD 650% 6.233 $3,490.97 180 1-Feb-14 $400,750.00
4917996 HASTINGS-ON-HUDSON NY 10706 SFD 688% 6.250 $2,675.57 180 1-Feb-14 $300,000.00
4918067 LAGUNA HILLS CA 92653 SFD 675% 6.250 $4,990.89 180 1-Jan-14 $562,181.61
4918107 PEACHTREE CITY GA 30269 SFD 650% 6.233 $2,460.88 180 1-Dec-13 $280,633.62
4918118 ATLANTA GA 30327 SFD 663% 6.250 $3,274.92 180 1-Dec-13 $370,561.99
4918164 SAN PEDRO CA 90731 SFD 713% 6.250 $2,694.85 180 1-Dec-13 $295,637.60
4918205 HOUSTON TX 77024 SFD 650% 6.233 $3,915.63 180 1-Dec-13 $446,530.31
4918365 KEY WEST FL 33040 LCO 688% 6.250 $4,045.45 180 1-Jan-14 $452,153.30
4918713 ARCADIA CA 91007 SFD 725% 6.250 $2,966.81 180 1-Nov-13 $321,971.98
4919087 SEAL BEACH CA 90740 SFD 713% 6.250 $3,097.95 180 1-Nov-13 $338,574.27
4919253 MOBILE AL 36607 SFD 713% 6.250 $2,536.33 180 1-Dec-13 $278,247.16
4919274 JACKSON TN 38305 SFD 700% 6.250 $3,145.90 180 1-Jan-14 $348,895.77
4919319 SAN JOSE CA 95120 SFD 688% 6.250 $4,013.35 180 1-Jan-14 $448,564.78
4919372 VENTURA CA 93001 SFD 688% 6.250 $3,166.09 180 1-Jan-14 $353,867.76
4919398 OLD LYME CT 06371 SFD 613% 5.858 $2,200.15 180 1-Jan-14 $257,770.04
4919401 SAN DIEGO CA 92130 SFD 688% 6.250 $3,695.85 180 1-Jan-14 $411,999.96
4919470 CYPRESS CA 90630 SFD 700% 6.250 $2,453.81 180 1-Jan-14 $272,138.69
4919476 LEAWOOD KS 66211 SFD 650% 6.233 $5,662.20 180 1-Jan-14 $647,858.63
4919859 AUSTIN TX 78731 SFD 675% 6.250 $3,495.40 180 1-Dec-13 $392,445.79
4919874 LOS ALTOS CA 94024 SFD 688% 6.250 $4,744.67 180 1-Dec-13 $528,596.78
4919982 FAYETTEVILLE AR 72701 SFD 650% 6.233 $3,048.88 180 1-Nov-13 $346,522.09
4920188 SAN JOSE CA 95120 SFD 663% 6.250 $3,511.98 180 1-Dec-13 $397,385.52
4921097 EAST HAMPTON NY 11937 SFD 713% 6.250 $1,422.16 180 1-Jan-14 $156,510.03
4921199 PARAMUS NJ 07652 SFD 700% 6.250 $2,898.72 180 1-Nov-13 $319,429.75
4921295 SUDBURY MA 01776 SFD 650% 6.233 $2,639.46 180 1-Dec-13 $300,998.17
4921620 PHOENIXVILLE PA 19460 SFD 675% 6.250 $2,614.91 180 1-Oct-13 $291,623.06
4921638 WHITE LAKE TOWNSHIP MI 48383 SFD 675% 6.250 $2,353.86 180 1-Nov-13 $263,412.67
4921678 OAKTON VA 22124 SFD 688% 6.250 $5,334.19 180 1-Oct-13 $590,403.87
4921693 MISSION VIEJO CA 92691 SFD 700% 6.250 $2,606.60 180 1-Oct-13 $286,308.11
4921707 BERNARDS NJ 07920 SFD 650% 6.233 $2,208.26 180 1-Dec-13 $251,825.21
4921743 BELMONT CA 94002 SFD 638% 6.108 $2,916.85 180 1-Oct-13 $332,968.53
4921764 ESCONDIDO CA 92025 SFD 675% 6.250 $3,110.46 180 1-Oct-13 $345,422.90
4921777 ST. CHARLES IL 60175 SFD 700% 6.250 $2,912.21 180 1-Oct-13 $319,536.77
4921842 AUSTIN TX 78746 SFD 650% 6.233 $2,282.31 180 1-Feb-14 $262,000.00
4921890 NAMPA ID 83686 SFD 700% 6.250 $3,640.25 180 1-Jan-14 $403,722.25
4921958 DANA POINT CA 92629 SFD 663% 6.250 $3,810.49 180 1-Oct-13 $424,020.11
4921972 SAN FRANCISCO CA 94132 SFD 713% 6.250 $2,717.50 180 1-Oct-13 $296,221.52
4921990 TROY MI 48098 SFD 700% 6.250 $2,912.21 180 1-Oct-13 $319,875.25
4922013 DALY CITY CA 94015 PUD 675% 6.250 $2,284.84 180 1-Nov-13 $255,688.53
4922014 FOREST VA 24551 SFD 725% 6.250 $2,254.78 180 1-Aug-13 $242,355.42
4922034 ALEXANDRIA VA 22302 SFD 725% 6.250 $2,464.73 180 1-Oct-13 $266,635.75
4922077 SIMI VALLEY CA 93065 SFD 675% 6.250 $2,492.79 180 1-Nov-13 $278,945.51
4922336 LAGRANGE NY 12603 SFD 663% 6.250 $3,009.77 180 1-Jan-14 $341,682.77
4922592 SALEM OR 97302 SFD 700% 6.250 $2,426.84 180 1-Jan-14 $269,148.16
4922658 CARY NC 27511 SFD 650% 6.233 $3,484.43 180 1-Dec-13 $397,357.34
4922766 REDWOOD CITY CA 94065 SFD 650% 6.233 $2,552.34 180 1-Nov-13 $290,088.52
4922781 NOVATO CA 94947 SFD 700% 6.250 $4,817.72 180 1-Nov-13 $530,897.19
4922797 CORONA CA 91719 SFD 688% 6.250 $2,604.21 180 1-Nov-13 $289,190.09
4922805 SAN DIEGO CA 92130 SFD 663% 6.250 $2,458.38 180 1-Nov-13 $277,247.23
4922826 VENTURA CA 93001 SFD 650% 6.233 $3,353.76 180 1-Nov-13 $381,174.33
4922960 FREMONT CA 94539 SFD 688% 6.250 $2,586.38 180 1-Jan-14 $289,075.08
4923337 RIDGEFIELD CT 06877 SFD 663% 6.250 $2,917.14 180 1-Jan-14 $331,167.16
4923444 ENGLEWOOD CLIFFS NJ 07632 SFD 700% 6.250 $3,038.04 180 1-Jan-14 $336,933.63
4923728 ALEXANDRIA VA 22306 SFD 700% 6.250 $3,091.97 180 1-Jan-14 $342,914.70
4923781 LAFAYETTE CO 80026 SFD 675% 6.250 $4,070.59 180 1-Feb-14 $460,000.00
4923857 PLYMOUTH MA 02360 SFD 650% 6.233 $3,519.27 180 1-Jan-14 $402,669.07
4923875 EDMONDS WA 98026 SFD 700% 6.250 $2,696.48 180 1-Nov-13 $297,143.97
4924107 MISSION VIEJO CA 92692 PUD 638% 6.108 $2,419.91 180 1-Nov-13 $276,986.82
4924503 EL CERRITO CA 94530 SFD 663% 6.250 $3,661.24 180 1-Jan-14 $415,640.95
4924507 EL CERRITO CA 94530 SFD 725% 6.250 $3,167.63 180 1-Nov-13 $340,047.53
4924581 JACKSON WY 83001 SFD 675% 6.250 $3,822.81 180 1-Jan-14 $430,607.19
4924788 PONTE VEDRA BEACH FL 32082 SFD 575% 5.483 $3,072.52 180 1-Jan-14 $368,700.40
4924897 COLLEYVILLE TX 76034 SFD 688% 6.250 $2,587.27 180 1-Dec-13 $288,244.23
4924920 ALEDO TX 76008 SFD 663% 6.250 $4,284.61 180 1-Dec-13 $484,810.34
4924922 IRVINE CA 92620 PUD 750% 6.250 $2,456.58 180 1-Dec-13 $263,394.34
4924971 SACRAMENTO CA 95864 SFD 688% 6.250 $2,307.23 180 1-Oct-13 $255,371.14
4925098 SACRAMENTO CA 95834 SFD 675% 6.250 $3,982.10 180 1-Nov-13 $437,613.92
4925234 TELLURIDE CO 81435 SFD 663% 6.250 $4,115.60 180 1-Jan-14 $467,222.30
4925443 WESTPORT CT 06880 SFD 688% 6.250 $2,746.92 180 1-Jan-14 $307,017.66
4925698 IRVINE CA 92612 SFD 675% 6.250 $2,575.09 180 1-Jan-14 $290,061.79
4925734 AKRON OH 44333 SFD 650% 6.233 $2,613.32 180 1-Oct-13 $296,014.48
4925750 WEST NEWTON MA 02165 SFD 638% 6.108 $3,648.87 180 1-Oct-13 $416,531.30
4925771 GREENFIELD CA 93927 SFD 688% 6.250 $2,501.21 180 1-Oct-13 $276,841.27
4926111 SELDEN NY 11784 SFD 663% 6.250 $526.80 180 1-Feb-14 $60,000.00
4926190 WATSONVILLE CA 95076 SFD 675% 6.250 $2,610.48 180 1-Jan-14 $294,048.90
4926199 SCOTTSDALE AZ 85262 SFD 663% 6.250 $2,963.23 180 1-Nov-13 $334,181.91
4926204 SAN JOSE CA 95124 SFD 763% 6.250 $2,793.05 180 1-Jan-14 $298,106.85
4926514 NEWTON MA 02159 SFD 695% 6.250 $2,150.49 180 1-Sep-13 $236,153.26
4926521 MONSEY NY 10952 SFD 675% 6.250 $2,463.59 180 1-Nov-13 $275,480.10
4926530 VIENNA VA 22182 SFD 688% 6.250 $2,479.36 180 1-Sep-13 $273,515.65
4926548 LLOYD NECK NY 11743 SFD 685% 6.250 $2,671.39 180 1-Nov-13 $297,106.88
4926556 ROCKVILLE MD 20850 SFD 650% 6.233 $3,545.41 180 1-Nov-13 $402,955.70
4926562 MOUNTIAN LAKES NJ 07046 SFD 695% 6.250 $3,449.74 180 1-Oct-13 $380,077.65
4926571 WAYLAND MA 01778 SFD 690% 6.250 $3,144.23 180 1-Oct-13 $347,480.28
4926631 GLEN HEAD NY 11545 SFD 675% 6.250 $4,424.55 180 1-Nov-13 $495,136.59
4926642 BROOKLINE MA 02445 SFD 695% 6.250 $4,659.39 180 1-Oct-13 $513,328.71
4926657 HUNTINGTON NY 11743 SFD 700% 6.250 $2,336.95 180 1-Jan-14 $259,179.72
4926675 BERNARDSVILLE NJ 07924 SFD 690% 6.250 $2,769.07 180 1-Sep-13 $305,010.10
4926694 CUPERTINO CA 95014 SFD 688% 6.250 $3,701.20 180 1-Jan-14 $413,676.40
4926913 VERONA NJ 07044 SFD 625% 5.983 $3,858.41 180 1-Feb-14 $450,000.00
4926949 ALPHARETTA GA 30022 SFD 638% 6.108 $2,198.66 180 1-Jan-14 $253,552.84
4927122 LA HABRA HEIGHTS CA 90631 SFD 675% 6.250 $4,459.95 180 1-Jan-14 $502,375.05
4927177 MALVERN PA 19355 SFD 613% 5.858 $2,381.75 180 1-Jan-14 $278,386.20
4927340 DARIEN CT 06820 SFD 713% 6.250 $5,117.95 180 1-Jan-14 $563,236.74
4927581 BUDD LAKE NJ 07828 SFD 688% 6.250 $1,123.74 180 1-Jan-14 $125,598.14
4927700 FORT MILL SC 29715 SFD 750% 6.250 $2,781.04 180 1-Dec-13 $298,182.26
4927724 UNION CITY CA 94587 SFD 725% 6.250 $2,482.99 180 1-Dec-13 $270,315.61
4927928 GRANITE BAY CA 95746 SFD 663% 6.250 $2,458.38 180 1-Nov-13 $277,247.23
4927929 HAVERFORD PA 19041 SFD 705% 6.250 $6,311.38 180 1-Oct-13 $691,126.67
4927938 DARIEN CT 06820 SFD 655% 6.250 $2,481.76 180 1-Dec-13 $282,131.73
4927945 NORWOOD NJ 07648 SFD 700% 6.250 $3,011.07 180 1-Aug-13 $328,565.39
4927955 ENGLEWOOD NJ 07631 PUD 610% 5.833 $3,363.11 180 1-Oct-13 $390,558.25
4927970 HUNTINGTON NY 11743 SFD 675% 6.250 $4,313.94 180 1-Nov-13 $482,758.18
4927981 FAIRFIELD CT 06432 SFD 685% 6.250 $3,116.62 180 1-Aug-13 $343,191.26
4927998 FREMONT CA 94538 SFD 763% 6.250 $2,456.77 180 1-Dec-13 $261,423.76
4928006 PORT WASHINGTON NY 11050 SFD 613% 5.858 $5,239.85 180 1-Nov-13 $609,680.81
4928021 WASHINGTON TWP NJ 07853 SFD 675% 6.250 $2,654.73 180 1-Nov-13 $297,081.96
4928034 BROOKLYN NY 11235 SFD 680% 6.250 $5,326.10 180 1-Nov-13 $584,188.90
4928077 HOLTSVILLE NY 11742 SFD 725% 6.250 $1,591.13 180 1-Dec-13 $173,220.61
4928101 RIDGEWOOD NJ 07450 SFD 695% 6.250 $3,404.93 180 1-Aug-13 $372,670.02
4928132 UPPER BROOKVILLE NY 11545 SFD 690% 6.250 $4,421.58 180 1-Nov-13 $490,069.41
4928141 GAINESVILLE GA 30506 SFD 700% 6.250 $3,307.69 180 1-Dec-13 $365,671.18
4928149 LEXINGTON MA 02421 SFD 695% 6.250 $2,616.43 180 1-Oct-13 $288,266.68
4928159 LIVINGSTON NJ 07039 SFD 650% 6.233 $3,310.21 180 1-Nov-13 $376,223.99
4928407 BARRINGTON IL 60010 SFD 588% 5.608 $2,260.22 180 1-Feb-14 $270,000.00
4928432 BATON ROUGE LA 70817 SFD 688% 6.250 $3,442.56 180 1-Dec-13 $383,530.74
4928440 IDAHO FALLS ID 83404 SFD 713% 6.250 $2,615.59 180 1-Jan-14 $287,848.87
4928928 EDGEWATER NJ 07020 LCO 675% 6.250 $2,716.67 180 1-Nov-13 $304,013.89
4928936 NEEDHAM MA 02492 SFD 705% 6.250 $2,795.05 180 1-Nov-13 $307,061.40
4928943 POTOMAC MD 20854 SFD 675% 6.250 $3,097.19 180 1-Nov-13 $346,595.60
4929042 OAKTON VA 22124 SFD 625% 5.983 $2,143.56 180 1-Jan-14 $249,158.52
4929048 PAULDEN AZ 86334 SFD 700% 6.250 $2,291.11 180 1-Dec-13 $253,286.93
4929186 MINNEAPOLIS MN 55405 SFD 713% 6.250 $2,817.13 180 1-Jan-14 $310,029.43
4929219 COLLEYVILLE TX 76034 SFD 675% 6.250 $5,574.93 180 1-Dec-13 $625,926.21
4929476 MINNEAPOLIS MN 55410 SFD 600% 5.733 $2,531.58 180 1-Jan-14 $298,968.42
4929611 SPOKANE WA 99224 SFD 650% 6.233 $3,870.33 180 1-Dec-13 $441,364.67
4929781 DALLAS TX 75252 SFD 688% 6.250 $3,504.99 180 1-Jan-14 $391,746.57
4929816 SALT LAKE CITY UT 84103 SFD 688% 6.250 $2,452.60 180 1-Jan-14 $274,122.92
4929991 AGOURA AREA CA 91301 SFD 700% 6.250 $2,265.05 180 1-Dec-13 $250,405.26
4930017 GLENDALE CA 91202 SFD 700% 6.250 $2,471.78 180 1-Dec-13 $273,259.72
4930152 FULTON MD 20759 SFD 625% 5.983 $2,486.53 180 1-Jan-14 $289,023.89
4930350 FREMONT CA 94555 SFD 700% 6.250 $2,876.26 180 1-Dec-13 $317,974.93
4930356 CALABASAS CA 91302 SFD 700% 6.250 $3,065.01 180 1-Dec-13 $338,842.04
4930546 MOUNTLAKE TERRACE WA 98043 SFD 688% 6.250 $2,888.72 180 1-Jan-14 $322,866.96
4930549 SARATOGA CA 95070 SFD 688% 6.250 $5,661.50 180 1-Jan-14 $632,775.38
4930562 MARIETTA GA 30064 SFD 613% 5.858 $2,126.57 180 1-Jan-14 $249,149.47
4930586 CUMBERLAND ME 04021 SFD 675% 6.250 $2,793.22 180 1-Jan-14 $314,632.32
4930682 EUGENE OR 97405 SFD 700% 6.250 $3,307.69 180 1-Jan-14 $366,838.98
4930709 OLYMPIA WA 98512 SFD 650% 6.233 $2,269.23 180 1-Feb-14 $260,500.00
4931047 SHOREWOOD MN 55331 SFD 675% 6.250 $3,079.48 180 1-Jan-14 $346,878.02
4931245 GREAT NECK NY 11023 SFD 650% 6.233 $4,878.20 180 1-Dec-13 $556,300.27
4931268 YORBA LINDA CA 92887 SFD 700% 6.250 $2,606.61 180 1-Dec-13 $288,164.78
4931276 YORBA LINDA CA 92886 SFD 700% 6.250 $3,109.95 180 1-Oct-13 $341,595.17
4931281 EL SEGUNDO CA 90245 SFD 675% 6.250 $2,460.05 180 1-Dec-13 $276,202.36
4931402 NEWARK CA 94560 SFD 688% 6.250 $2,318.82 180 1-Nov-13 $257,296.87
4931413 CUPERTINO CA 95014 SFD 688% 6.250 $3,192.84 180 1-Nov-13 $354,554.94
4931435 SAN FRANCISCO CA 94109 LCO 613% 5.858 $3,402.50 180 1-Feb-14 $400,000.00
4931566 SAN JOSE CA 95112 SFD 675% 6.250 $2,495.45 180 1-Jan-14 $279,190.80
4931615 CORDOVA TN 38018 SFD 650% 6.233 $4,399.09 180 1-Jan-14 $503,336.33
4931645 SAN JOSE CA 95120 SFD 725% 6.250 $2,282.16 180 1-Jan-14 $249,228.26
4931725 NEWPORT BEACH CA 92660 SFD 700% 6.250 $2,552.68 180 1-Dec-13 $282,202.75
4931732 SAUSALITO CA 94965 SFD 700% 6.250 $2,709.97 180 1-Dec-13 $299,592.01
4931742 REDONDO BEACH CA 90278 SFD 700% 6.250 $2,301.01 180 1-Dec-13 $254,379.93
4931748 REDONDO BEACH CA 90277 SFD 675% 6.250 $3,990.95 180 1-Dec-13 $448,083.68
4931765 HUNTINGTON BEACH CA 92646 SFD 700% 6.250 $2,426.84 180 1-Dec-13 $268,291.35
4931840 VICTORIA MN 55331 SFD 663% 6.250 $3,292.48 180 1-Jan-14 $373,777.84
4931881 SAN JOSE CA 95120 SFD 675% 6.250 $2,654.73 180 1-Jan-14 $299,032.77
4931987 LEWES DE 19958 SFD 700% 6.250 $2,292.01 180 1-Dec-13 $253,386.29
4931990 WEST WINDSOR NJ 08648 SFD 625% 5.983 $2,366.49 180 1-Feb-14 $276,000.00
4932084 SNOHOMISH WA 98296 SFD 613% 5.858 $3,640.68 180 1-Jan-14 $426,396.48
4932336 SAN JOSE CA 95131 SFD 713% 6.250 $2,536.33 180 1-Jan-14 $279,126.17
4932401 CARLSBAD CA 92009 SFD 625% 5.983 $3,866.98 180 1-Jan-14 $449,348.96
4932548 PHOENIX AZ 85253 SFD 650% 6.233 $2,656.88 180 1-Jan-14 $303,995.20
4932577 SIGNAL HILL CA 90804 PUD 700% 6.250 $2,516.72 180 1-Dec-13 $276,062.51
4932584 IRVINE CA 92620 SFD 700% 6.250 $2,352.24 180 1-Dec-13 $260,043.87
4932647 SAN JOSE CA 95120 SFD 688% 6.250 $2,630.98 180 1-Jan-14 $294,059.12
4932674 SAN JOSE CA 95135 SFD 725% 6.250 $2,738.59 180 1-Jan-14 $298,439.94
4932809 SAN MATEO CA 94402 SFD 713% 6.250 $2,445.75 180 1-Jan-14 $269,157.38
4932907 SAINT MICHAELS MD 21663 SFD 700% 6.250 $2,669.52 180 1-Feb-14 $297,000.00
4932916 CUPERTINO CA 95014 SFD 700% 6.250 $2,745.93 180 1-Jan-14 $304,536.15
4932987 SAN RAMON CA 94583 SFD 725% 6.250 $2,921.16 180 1-Dec-13 $318,018.38
4933049 SAN JOSE CA 95120 SFD 700% 6.250 $3,563.86 180 1-Feb-14 $396,500.00
4933066 SAN JOSE CA 95120 SFD 700% 6.250 $2,426.84 180 1-Jan-14 $269,148.16
4933307 BEAUMONT TX 77706 SFD 625% 5.983 $2,584.71 180 1-Jan-14 $300,435.34
4933324 TEMECULA CA 92591 SFD 763% 6.250 $2,691.23 180 1-Dec-13 $286,363.33
4933398 DALLAS TX 75205 SFD 688% 6.250 $3,157.17 180 1-Jan-14 $352,870.96
4933525 CHINO HILLS CA 91709 SFD 700% 6.250 $2,247.08 180 1-Dec-13 $248,417.90
4933533 RIVERSIDE CA 92506 SFD 700% 6.250 $2,301.01 180 1-Dec-13 $254,379.93
4933536 ROLLING HILLS ESTATES CA 90274 SFD 700% 6.250 $2,921.20 180 1-Dec-13 $322,943.28
4933540 BAKERSFIELD CA 93306 SFD 700% 6.250 $3,595.32 180 1-Dec-13 $397,468.66
4933572 PACIFIC GROVE CA 93950 SFD 663% 6.250 $2,590.09 180 1-Dec-13 $293,055.42
4933654 PLEASANTON CA 94588 SFD 663% 6.250 $2,493.51 180 1-Jan-14 $283,074.41
4933878 MESA AZ 85207 SFD 688% 6.250 $2,657.73 180 1-Nov-13 $295,132.32
4933908 HERMOSA BEACH CA 90254 SFD 700% 6.250 $2,447.51 180 1-Dec-13 $269,570.97
4933951 MONTEREY PARK CA 91754 SFD 700% 6.250 $2,584.14 180 1-Dec-13 $285,680.59
4933957 LAGUNA NIGUEL CA 92677 SFD 675% 6.250 $2,530.85 180 1-Dec-13 $284,150.61
4934087 ST.LOUIS MO 63146 SFD 663% 6.250 $4,389.97 180 1-Jan-14 $498,370.45
4934091 GENEVA IL 60134 SFD 613% 5.858 $2,614.83 180 1-Feb-14 $307,400.00
4934104 ORINDA CA 94563 SFD 713% 6.250 $3,170.41 180 1-Jan-14 $348,907.72
4934158 HOUSTON TX 77083 SFD 675% 6.250 $491.13 180 1-Jan-14 $55,321.06
4934166 CAPTIVA FL 33924 LCO 738% 6.250 $2,828.77 180 1-Jan-14 $306,561.07
4934717 BROOKLYN NY 11230 SFD 738% 6.250 $3,863.68 180 1-Jan-14 $418,717.57
4934801 MINNEAPOLIS MN 55405 SFD 725% 6.250 $1,876.85 180 1-Jan-14 $204,965.32
4934981 TORRANCE CA 90503 SFD 688% 6.250 $2,202.88 180 1-Dec-13 $245,419.93
4934989 GAITHERSBURG MD 20882 SFD 675% 6.250 $4,327.21 180 1-Jan-14 $487,423.42
4935030 ANAHEIM HILLS AREA CA 92807 SFD 663% 6.250 $2,300.35 180 1-Dec-13 $260,287.50
4935047 CAMBRIA CA 93428 SFD 675% 6.250 $2,787.46 180 1-Dec-13 $312,963.12
4935129 FLOWER MOUND TX 75028 PUD 663% 6.250 $2,194.99 180 1-Feb-14 $250,000.00
4935263 NEWPORT BEACH CA 92660 SFD 650% 6.233 $2,743.99 180 1-Jan-14 $313,962.26
4935304 TAVERNIER FL 33070 SFD 700% 6.250 $1,988.21 180 1-Jan-14 $220,502.12
4935356 REDWOOD CITY CA 94062 SFD 725% 6.250 $2,405.40 180 1-Jan-14 $262,686.58
4935499 BETHANY BEACH DE 19930 SFD 713% 6.250 $2,264.58 180 1-Jan-14 $249,219.80
4935519 MOORESVILLE NC 28117 SFD 663% 6.250 $2,633.99 180 1-Jan-14 $299,022.26
4935572 CHARLOTTE NC 28211 SFD 663% 6.250 $3,731.47 180 1-Jan-14 $423,614.89
4935970 LOMA LINDA CA 92354 SFD 613% 5.858 $2,849.59 180 1-Jan-14 $333,709.90
4936072 SAN RAFAEL CA 94903 SFD 700% 6.250 $2,336.96 180 1-Dec-13 $258,354.63
4936073 FAIRFIELD CT 06490 SFD 650% 6.233 $2,552.34 180 1-Jan-14 $292,034.74
4936102 BEAUMONT TX 77702 SFD 650% 6.233 $2,186.48 180 1-Jan-14 $250,173.10
4936109 HOUSTON TX 77024 SFD 650% 6.233 $5,496.69 180 1-Jan-14 $628,921.23
4936139 CARY NC 27511 SFD 625% 5.983 $2,872.37 180 1-Jan-14 $333,872.42
4936386 ALAMO CA 94507 SFD 700% 6.250 $5,842.39 180 1-Dec-13 $645,886.59
4936387 CHINO HILLS CA 91709 PUD 700% 6.250 $2,597.62 180 1-Dec-13 $286,668.20
4936391 SALT LAKE CITY UT 84121 SFD 688% 6.250 $8,918.10 180 1-Oct-13 $987,083.07
4936392 MANHATTAN BEACH CA 90266 SFD 700% 6.250 $4,368.31 180 1-Dec-13 $479,906.94
4936394 FORT LAUDERDLAE FL 33308 SFD 663% 6.250 $2,950.06 180 1-Dec-13 $333,803.83
4936397 TORRANCE CA 90277 SFD 700% 6.250 $3,544.08 180 1-Dec-13 $391,647.49
4936400 THOUSAND OAKS CA 91362 SFD 700% 6.250 $2,579.64 180 1-Dec-13 $285,183.77
4936402 LEE'S SUMMIT MO 64064 SFD 688% 6.250 $2,943.12 180 1-Nov-13 $326,824.40
4936404 SARATOGA CA 95070 SFD 713% 6.250 $4,375.16 180 1-Dec-13 $479,976.35
4936410 HUNTINGTON BEACH CA 92646 SFD 725% 6.250 $2,665.56 180 1-Dec-13 $290,191.77
4936412 PALOS VERDES ESTATES CA 90274 SFD 688% 6.250 $2,898.53 180 1-Nov-13 $321,872.50
4936419 BERTHOUD CO 80513 SFD 775% 6.250 $2,971.61 180 1-Oct-13 $311,932.85
4936424 RANCHO SANTA FE CA 92067 SFD 700% 6.250 $4,754.81 180 1-Dec-13 $525,652.31
4936426 YORBA LINDA CA 92886 SFD 700% 6.250 $3,703.18 180 1-Dec-13 $409,392.73
4936428 LITTLE ROCK AR 72207 SFD 663% 6.250 $5,162.61 180 1-Nov-13 $582,219.12
4936429 LAGUNA HILLS CA 92653 SFD 700% 6.250 $2,966.14 180 1-Dec-13 $327,911.65
4936438 LOS ANGELES CA 90064 SFD 700% 6.250 $2,426.84 180 1-Dec-13 $268,291.35
4936445 SAN MARINO CA 91108 SFD 700% 6.250 $4,013.27 180 1-Dec-13 $443,674.41
4936446 FAIRHOPE AL 36532 SFD 675% 6.250 $2,172.46 180 1-Nov-13 $243,112.06
4936450 TUSTIN CA 92782 SFD 700% 6.250 $2,606.61 180 1-Dec-13 $288,164.78
4936458 ACTON MA 01720 SFD 675% 6.250 $2,346.78 180 1-Nov-13 $262,620.45
4936479 BURBANK CA 91501 SFD 675% 6.250 $2,610.49 180 1-Dec-13 $293,092.43
4936483 ESTERO FL 33928 SFD 675% 6.250 $2,176.88 180 1-Nov-13 $243,607.20
4936485 LONGWOOD FL 32779 SFD 688% 6.250 $3,704.37 180 1-Nov-13 $411,358.00
4936488 MODESTO CA 95356 SFD 675% 6.250 $2,389.26 180 1-Dec-13 $267,954.28
4936489 AGOURA HILLS CA 91301 SFD 650% 6.233 $2,874.66 180 1-Jan-14 $328,912.84
4936496 SUNNYVALE CA 94087 SFD 650% 6.233 $3,162.12 180 1-Jan-14 $361,804.13
4936500 FT LAUDERDALE FL 33316 SFD 688% 6.250 $5,244.11 180 1-Nov-13 $582,341.63
4936512 OLD LYME CT 06371 SFD 675% 6.250 $4,867.01 180 1-Nov-13 $544,650.24
4936523 BREWSTER MA 02631 SFD 625% 5.983 $2,263.60 180 1-Nov-13 $261,320.49
4936534 PEACHTREE CITY GA 30269 SFD 700% 6.250 $2,659.82 180 1-Jul-13 $289,269.17
4936540 LOS ANGELES CA 90077 SFD 675% 6.250 $4,431.63 180 1-Dec-13 $497,561.66
4936549 LANCASTER PA 17601 SFD 675% 6.250 $5,751.92 180 1-Nov-13 $643,677.56
4936550 HERMOSA BEACH CA 90254 SFD 700% 6.250 $2,606.61 180 1-Dec-13 $288,093.26
4936554 GRANITE BAY CA 95746 SFD 675% 6.250 $2,496.33 180 1-Dec-13 $280,275.85
4936558 ST. SIMONS ISLAND GA 31522 SFD 625% 5.983 $2,469.38 180 1-Oct-13 $284,092.08
4936566 FREMONT CA 94536 SFD 750% 6.250 $2,818.12 180 1-Dec-13 $301,931.46
4936567 LANCASTER PA 17602 SFD 663% 6.250 $2,732.76 180 1-Nov-13 $308,189.97
4936582 BOXFORD MA 01921 SFD 725% 6.250 $3,651.45 180 1-Dec-12 $371,463.15
4936586 BELLEVUE WA 98005 SFD 675% 6.250 $2,743.22 180 1-Dec-13 $307,995.44
4936595 NORTH CANTON OH 44720 SFD 700% 6.250 $3,990.80 180 1-Oct-13 $438,347.58
4936612 MEQUON WI 53097 SFD 713% 6.250 $3,442.16 180 1-Nov-13 $376,421.11
4936628 WILLARD UT 84340 SFD 688% 6.250 $2,553.38 180 1-Oct-13 $282,616.02
4936636 NEW ORLEANS LA 70118 SFD 700% 6.250 $2,916.70 180 1-Oct-13 $320,368.90
4936650 LEANDER TX 78641 SFD 650% 6.233 $2,277.78 180 1-Oct-13 $258,006.18
4936659 INDIANAPOLIS IN 46236 SFD 700% 6.250 $3,820.03 180 1-Nov-13 $420,953.90
4936674 RAPIDS CITY IL 61278 SFD 688% 6.250 $3,139.33 180 1-Nov-13 $348,612.68
4936683 ATLANTA GA 30309 SFD 638% 6.108 $2,592.76 180 1-Jan-14 $299,000.99
4936689 VALPARAISO FL 32580 SFD 625% 5.983 $2,014.95 180 1-Oct-13 $231,811.23
4936704 SHALIMAR FL 32579 SFD 688% 6.250 $2,497.20 180 1-Oct-13 $276,397.05
4936729 CARY NC 27511 SFD 675% 6.250 $2,194.58 180 1-Sep-13 $243,956.87
4936733 HALF MOON BAY CA 94019 SFD 688% 6.250 $3,166.08 180 1-Jan-14 $353,867.77
4936742 EL CAJON CA 92021 SFD 675% 6.250 $2,787.47 180 1-Oct-13 $310,903.22
4936835 ENGLEWOOD CO 80110 SFD 675% 6.250 $3,088.34 180 1-Nov-13 $345,605.34
4936849 STATEN ISLAND NY 10312 SFD 700% 6.250 $2,876.26 180 1-Nov-13 $316,953.52
4936882 DAVIDSONVILLE MD 21035 SFD 638% 6.108 $2,376.69 180 1-Oct-13 $271,307.70
4936906 ATLANTA GA 30350 SFD 663% 6.250 $2,423.27 180 1-Oct-13 $272,372.01
4936920 ENGLEWOOD CO 80111 SFD 675% 6.250 $2,654.73 180 1-Nov-13 $297,081.96
4936926 LOS ANGELES CA 90034 SFD 688% 6.250 $3,121.50 180 1-Jan-14 $348,883.71
4936950 IOWA CITY IA 52245 SFD 675% 6.250 $3,672.37 180 1-Nov-13 $410,963.40
4936971 IOWA CITY IA 52245 SFD 663% 6.250 $3,494.42 180 1-Nov-13 $394,087.09
4936995 NANTUCKET MA 02554 SFD 688% 6.250 $5,038.98 180 1-Nov-13 $559,562.97
4937021 PROVIDENCE RI 02906 SFD 688% 6.250 $4,263.07 180 1-Nov-13 $473,400.16
4937071 AMAGANSETT NY 11733 SFD 688% 6.250 $3,545.13 180 1-Jan-14 $396,232.21
4937114 UNION CITY CA 94587 SFD 700% 6.250 $2,426.84 180 1-Jan-14 $269,148.16
4937229 ATHENS GA 30606 SFD 713% 6.250 $2,762.79 180 1-Jan-14 $304,048.15
4937263 WESTON MA 02193 SFD 688% 6.250 $3,442.56 180 1-Nov-13 $382,285.50
4937277 LOS ANGELES CA 90027 SFD 700% 6.250 $2,876.26 180 1-Dec-13 $317,974.93
4937278 BELVIDERE IL 61008 SFD 700% 6.250 $4,898.62 180 1-Oct-13 $538,061.77
4937297 GREEN BAY WI 54301 SFD 663% 6.250 $3,127.86 180 1-Oct-13 $351,567.14
4937298 EAGLE ID 83616 SFD 650% 6.233 $3,061.95 180 1-Nov-13 $348,007.18
4937324 BEXLEY OH 43209 SFD 713% 6.250 $2,481.98 180 1-Nov-13 $271,419.43
4937346 CARMEL IN 46032 SFD 688% 6.250 $5,261.95 180 1-Nov-13 $584,322.38
4937412 DANVILLE CA 94506 SFD 688% 6.250 $3,103.66 180 1-Jan-14 $344,421.97
4937423 WAKE FOREST NC 27587 SFD 675% 6.250 $2,229.98 180 1-Jan-14 $251,187.52
4937431 CHARLESTON SC 29401 SFD 650% 6.233 $2,743.99 180 1-Jan-14 $313,962.26
4937451 KIRKLAND WA 98033 LCO 688% 6.250 $5,743.54 180 1-Jan-14 $641,946.04
4937579 MONROE CT 06468 SFD 550% 5.233 $2,213.08 180 1-Feb-14 $270,850.00
4937590 HOUSTON TX 77056 SFD 650% 6.233 $2,813.68 180 1-Feb-14 $323,000.00
4937760 AUSTIN TX 78730 SFD 688% 6.250 $3,924.16 180 1-Jan-14 $438,596.67
4938074 FREMONT CA 94539 SFD 675% 6.250 $5,751.92 180 1-Jan-14 $647,904.33
4938179 CORDOVA TN 38018 SFD 650% 6.233 $2,735.28 180 1-Jan-14 $312,965.55
4938203 DALLAS TX 75230 SFD 675% 6.250 $2,628.19 180 1-Jan-14 $296,042.44
4938241 LAFAYETTE CA 94549 SFD 650% 6.233 $4,181.32 180 1-Oct-13 $473,623.14
4938336 LA VERNE CA 91750 SFD 688% 6.250 $2,140.45 180 1-Oct-13 $236,911.79
4938372 READING MA 01867 SFD 700% 6.250 $2,561.67 180 1-Jan-14 $284,100.83
4938409 CROWNSVILLE MD 21032 SFD 688% 6.250 $2,341.12 180 1-Jan-14 $261,662.79
4938473 FREMONT CA 94539 PUD 688% 6.250 $2,764.75 180 1-Nov-13 $307,016.85
4938541 PLEASANTON CA 94566 SFD 638% 6.108 $2,601.40 180 1-Nov-13 $297,976.98
4938569 SOUTHLAKE TX 76092 SFD 638% 6.108 $2,402.62 180 1-Feb-14 $276,986.45
4938575 CINCINNATI OH 45244 SFD 638% 6.108 $2,883.14 180 1-Jan-14 $332,489.11
4938602 FREMONT CA 94539 SFD 688% 6.250 $2,657.73 180 1-Jan-14 $297,049.56
4938663 MENLO PARK CA 94025 SFD 688% 6.250 $2,595.30 180 1-Jan-14 $290,071.89
4938706 FREMONT CA 94539 SFD 688% 6.250 $2,604.22 180 1-Jan-14 $291,068.70
4938736 DALLAS TX 75229 SFD 650% 6.233 $3,144.70 180 1-Jan-14 $359,810.72
4938766 CHAMPAIGN IL 61821 SFD 713% 6.250 $2,890.73 132 1-Nov-09 $260,006.70
4938805 MIAMI BEACH FL 33140 SFD 688% 6.250 $4,994.39 180 1-Feb-14 $560,000.00
4938949 PLEASANTON CA 94566 SFD 713% 6.250 $3,849.79 180 1-Feb-14 $425,000.00
4939016 SAN FRANCISCO CA 94118 SFD 675% 6.250 $4,150.23 180 1-Nov-13 $464,438.13
4939037 JOPLIN MO 64804 SFD 713% 6.250 $2,327.99 180 1-Nov-13 $254,579.53
4939043 KELSO WA 98626 SFD 650% 6.233 $2,090.66 180 1-Nov-13 $237,615.15
4939106 WINTER PARK FL 32789 SFD 688% 6.250 $2,750.93 180 1-Jan-14 $307,466.23
4939131 VALRICO FL 33594 SFD 688% 6.250 $3,139.33 180 1-Feb-14 $352,000.00
4939140 BLOOMFIELD HILLS MI 48301 SFD 663% 6.250 $3,424.18 180 1-Jan-14 $388,728.94
4939151 BIG SKY MT 59716 SFD 675% 6.250 $3,123.73 180 1-Nov-13 $349,566.46
4939166 NAPA CA 94558 SFD 688% 6.250 $4,566.30 180 1-Jan-14 $510,367.03
4939173 FREMONT CA 94539 SFD 700% 6.250 $2,876.26 180 1-Jan-14 $318,990.41
4939174 WASHINGTON DC 20016 SFD 700% 6.250 $2,247.08 180 1-Nov-13 $247,619.93
4939184 LONG BEACH CA 90807 SFD 688% 6.250 $3,053.71 180 1-Jan-14 $341,307.96
4939189 MANHATTAN BEACH CA 90266 SFD 613% 5.858 $3,092.88 180 1-Jan-14 $362,363.00
4939190 LANDOVER MA 01810 SFD 625% 5.983 $2,229.30 180 1-Dec-13 $258,245.18
4939202 HOUSTON TX 77019 SFD 650% 6.233 $3,048.88 180 1-Nov-13 $346,522.09
4939216 HOUSTON TX 77005 SFD 638% 6.108 $3,111.31 180 1-Nov-13 $356,384.44
4939230 FREMONT CA 94539 SFD 688% 6.250 $2,809.35 180 1-Nov-13 $311,968.72
4939250 EARLSVILLE VA 22936 SFD 688% 6.250 $2,541.79 180 1-Nov-13 $282,257.42
4939263 LIVERMORE CA 94550 SFD 638% 6.108 $2,964.38 180 1-Nov-13 $339,555.19
4939270 MORGAN HILL CA 95037 SFD 613% 5.858 $3,402.50 180 1-Nov-13 $395,896.63
4939298 KINGWOOD TX 77345 SFD 638% 6.108 $3,073.71 180 1-Nov-13 $352,075.11
4939308 ITASCA IL 60143 SFD 650% 6.233 $2,395.55 180 1-Feb-14 $275,000.00
4939309 RICHMOND VA 23233 SFD 675% 6.250 $2,060.07 180 1-Nov-13 $230,535.60
4939313 ORLANDO FL 32835 SFD 675% 6.250 $2,274.22 180 1-Nov-13 $254,500.22
4939322 SAN FRANCISCO CA 94127 SFD 650% 6.233 $3,362.48 180 1-Jan-14 $384,728.35
4939362 WEBSTER GROVE MO 63119 SFD 663% 6.250 $3,610.32 180 1-Nov-13 $407,157.31
4939390 HOUSTON TX 77094 SFD 625% 5.983 $3,258.21 180 1-Nov-13 $376,142.86
4939395 WEST DENNIS MA 02670 SFD 713% 6.250 $2,452.54 180 1-Dec-13 $269,055.06
4939412 FREMONT CA 94536 SFD 663% 6.250 $2,133.53 180 1-Nov-13 $240,610.96
4939529 FREMONT CA 94555 SFD 700% 6.250 $2,651.55 180 1-Jan-14 $294,069.28
4939558 DALLAS TX 75205 SFD 650% 6.233 $2,159.04 180 1-Jan-14 $247,033.48
4939627 NASHVILLE TN 37215 SFD 738% 6.250 $2,861.88 180 1-Jan-14 $310,150.09
4939668 HOUSTON TX 77005 SFD 650% 6.233 $3,725.73 180 1-Jan-14 $426,290.98
4939712 WATER MILL NY 11976 SFD 713% 6.250 $3,007.36 180 1-Nov-13 $328,873.18
4939727 VANCOUVER WA 98683 SFD 688% 6.250 $2,408.01 180 1-Dec-13 $268,272.80
4939754 EAST ISLIP NY 11730 SFD 713% 6.250 $1,081.11 180 1-Jan-14 $118,977.53
4939845 SAN JOSE CA 95131 SFD 725% 6.250 $2,300.42 180 1-Jan-14 $251,222.08
4939877 NEEDHAM MA 02192 SFD 600% 5.733 $2,531.57 180 1-Feb-14 $300,000.00
4940062 HOUSTON TX 77024 SFD 625% 5.983 $2,898.09 180 1-Feb-14 $338,000.00
4940071 NORTHBROOK IL 60062 SFD 750% 6.250 $4,588.72 180 1-Jan-14 $493,505.03
4940149 SEATTLE WA 98105 SFD 625% 5.983 $3,395.39 180 1-Nov-13 $391,980.47
4940191 FREMONT CA 94539 SFD 713% 6.250 $2,409.52 180 1-Jan-14 $265,169.86
4940377 FREMONT CA 94539 SFD 688% 6.250 $3,201.76 180 1-Jan-14 $357,855.01
4940469 FRONTENAC MO 63131 SFD 688% 6.250 $2,418.27 180 1-Jan-14 $270,285.19
4940555 ROGERS AR 72758 SFD 663% 6.250 $4,611.66 180 1-Dec-13 $521,816.87
4940718 PALO ALTO CA 94306 SFD 675% 6.250 $4,495.34 180 1-Dec-13 $504,714.33
4940731 LA HABRA CA 90631 SFD 713% 6.250 $2,305.35 180 1-Dec-13 $252,906.78
4940741 MISSION VIEJO CA 92691 SFD 700% 6.250 $2,399.88 180 1-Dec-13 $265,310.33
4940754 SANTA ANA CA 92706 SFD 675% 6.250 $2,199.89 180 1-Dec-13 $246,992.47
4940763 HUNTINGTON BEACH CA 92646 SFD 700% 6.250 $2,624.58 180 1-Dec-13 $290,152.13
4940769 LOS GATOS CA 95030 SFD 700% 6.250 $5,204.22 180 1-Dec-13 $575,335.90
4940824 REDWOOD CITY CA 94065 LCO 675% 6.250 $2,504.30 180 1-Dec-13 $281,170.02
4940893 NEWARK DE 19711 SFD 625% 5.983 $2,572.27 180 1-Feb-14 $300,000.00
4940903 HOUSTON TX 77030 SFD 688% 6.250 $2,642.12 180 1-Jan-14 $295,305.15
4940916 SAN DIEGO CA 92107 SFD 675% 6.250 $2,698.97 180 1-Jan-14 $304,016.66
4940925 SAN FRANCISCO CA 94127 SFD 700% 6.250 $2,570.65 180 1-Feb-14 $286,000.00
4941033 MISSION VIEJO CA 92692 SFD 675% 6.250 $2,353.86 180 1-Feb-14 $266,000.00
4941294 TUCSON AZ 85711 SFD 675% 6.250 $2,353.86 180 1-Jan-14 $265,142.39
4941394 NAPERVILLE IL 60540 SFD 650% 6.233 $2,099.37 180 1-Feb-14 $241,000.00
4941426 SUMMIT NJ 07901 SFD 713% 6.250 $9,058.31 180 1-Feb-14 $1,000,000.00
4941734 ST. JOSEPH MO 64506 SFD 713% 6.250 $3,849.78 180 1-Apr-13 $411,376.51
4941845 BOULDER CO 80303 SFD 613% 5.858 $2,335.82 180 1-Feb-14 $274,600.00
4942043 BAKERSFIELD CA 93311 SFD 650% 6.233 $2,700.44 180 1-Feb-14 $310,000.00
4942166 PHOENIX AZ 85021 SFD 700% 6.250 $2,696.49 180 1-Dec-13 $298,101.50
4942173 ATASCADERO CA 93422 SFD 700% 6.250 $2,195.84 180 1-Dec-13 $242,754.00
4942184 LAGUNA HILLS CA 92653 SFD 675% 6.250 $5,397.95 180 1-Dec-13 $606,055.54
4942219 NOVATO CA 94947 SFD 713% 6.250 $3,097.94 180 1-Dec-13 $339,859.04
4942314 TONTITOWN AR 72762 SFD 663% 6.250 $2,633.98 180 1-Dec-13 $298,039.14
4942566 MT. PLEASANT NY 10570 SFD 675% 6.250 $2,716.67 180 1-Jan-14 $306,010.21
4942600 ALAMEDA CA 94502 SFD 663% 6.250 $2,282.79 180 1-Jan-14 $259,152.63
4942644 LONE TREE CO 80124 SFD 688% 6.250 $2,654.22 180 1-Jan-14 $296,657.83
4942694 ISSAQUAH WA 98029 SFD 638% 6.108 $2,661.90 180 1-Jan-14 $306,974.35
4942698 GATLINBURG TN 37738 SFD 688% 6.250 $753.62 180 1-Feb-14 $84,500.00
4942791 CLYDE HILL WA 98004 SFD 675% 6.250 $2,506.07 180 1-Jan-14 $282,286.93
4942895 OJAI CA 93023 SFD 700% 6.250 $5,208.71 180 1-Jan-14 $577,671.71
4943128 AVON CT 06001 SFD 625% 5.983 $2,520.83 180 1-Feb-14 $294,000.00
4943214 CUMMING GA 30041 SFD 650% 6.233 $2,545.38 180 1-Jan-14 $291,237.37
4943316 MINNETONKA MN 55343 SFD 675% 6.250 $2,730.83 180 1-Jan-14 $307,605.05
4943442 MILL VALLEY CA 94941 SFD 675% 6.250 $2,468.90 180 1-Feb-14 $279,000.00
4943992 HUNTINGTON BEACH CA 92648 SFD 663% 6.250 $5,474.30 180 1-Feb-14 $623,500.00
4944456 SOUTHLAKE TX 76092 SFD 675% 6.250 $3,634.77 180 1-Jan-14 $409,425.70
4944612 WILTON CA 95693 SFD 700% 6.250 $2,651.54 180 1-Dec-13 $293,133.16
4944818 WEST NEW YORK NJ 07093 LCO 675% 6.250 $3,539.64 180 1-Jan-14 $398,710.36
4944848 UNIVERSITY PARK TX 75225 SFD 675% 6.250 $2,787.47 180 1-Feb-14 $315,000.00
4945045 ROSWELL GA 30075 SFD 663% 6.250 $5,267.96 180 1-Feb-14 $600,000.00
4945104 LONG GROVE IL 60047 PUD 675% 6.250 $3,495.40 180 1-Feb-14 $395,000.00
4945338 ELLICOTT CITY MD 21042 SFD 725% 6.250 $2,373.45 180 1-Jan-14 $259,197.38
4945584 SAN JOSE CA 95124 SFD 650% 6.233 $2,582.84 180 1-Feb-14 $296,500.00
4945675 FREMONT CA 94539 SFD 688% 6.250 $4,102.53 180 1-Nov-13 $455,573.40
4945772 MISSION HILLS KS 66208 SFD 663% 6.250 $4,916.77 180 1-Jan-14 $558,174.90
4945923 LOS ANGELES CA 90049 SFD 675% 6.250 $3,601.59 180 1-Feb-14 $407,000.00
4945935 FORT LEE NJ 07027 HCO 725% 6.250 $2,172.62 180 1-Feb-14 $238,000.00
4946047 MOBILE AL 36695 SFD 675% 6.250 $2,707.82 180 1-Dec-13 $304,021.31
4946178 PALO ALTO CA 94303 LCO 700% 6.250 $2,516.72 180 1-Feb-14 $280,000.00
4946290 REDWOOD CITY CA 94061 SFD 675% 6.250 $3,097.18 180 1-Feb-14 $350,000.00
4946658 MENLO PARK CA 94025 LCO 650% 6.233 $2,934.77 180 1-Dec-13 $334,674.19
4946850 BERKELEY CA 94707 SFD 763% 6.250 $2,652.93 180 1-Feb-14 $284,000.00
4946915 AUSTIN TX 78731 SFD 700% 6.250 $2,876.26 180 1-Jan-14 $318,990.41
4947043 GRESHAM OR 97030 SFD 688% 6.250 $6,666.61 180 1-Jan-14 $745,115.95
4947163 TRABUCO CANYON AREA CA 92679 SFD 700% 6.250 $2,426.84 180 1-Jan-14 $268,975.00
4947243 HUNTINGTON BEACH CA 92648 LCO 700% 6.250 $2,444.82 180 1-Dec-13 $270,278.69
4947245 WALNUT CA 91789 SFD 613% 5.858 $2,296.69 180 1-Jan-14 $269,081.44
4947317 NEWPORT BEACH CA 92663 SFD 700% 6.250 $2,426.84 180 1-Dec-13 $268,291.35
4947324 TEMECULA CA 92590 PUD 700% 6.250 $3,752.61 180 1-Dec-13 $414,857.93
4947348 SAN JOSE CA 95138 SFD 688% 6.250 $4,013.35 180 1-Jan-14 $448,564.78
4947467 LAFAYETTE CA 94549 SFD 700% 6.250 $3,595.32 180 1-Jan-14 $398,738.01
4947627 DALLAS TX 75287 SFD 675% 6.250 $2,887.46 180 1-Jan-14 $325,247.98
4947924 DANVILLE CA 94506 SFD 725% 6.250 $5,294.61 180 1-Feb-14 $580,000.00
4947959 LAS VEGAS NV 89128 SFD 700% 6.250 $2,705.48 180 1-Jan-14 $300,050.35
4947966 COLFAX CA 95713 SFD 738% 6.250 $2,575.79 180 1-Feb-14 $280,000.00
4948006 SALEM OR 97304 SFD 700% 6.250 $3,673.96 180 1-Jan-14 $407,460.42
4948017 SCOTTSDALE AZ 85331 SFD 688% 6.250 $3,246.35 180 1-Dec-13 $361,671.49
4948064 DUBLIN OH 43017 SFD 725% 6.250 $3,195.02 180 1-Dec-13 $347,832.61
4948414 COSTA MESA CA 92627 SFD 700% 6.250 $2,453.81 180 1-Jan-14 $272,138.69
4948417 DOVE CANYON CA 92679 PUD 700% 6.250 $2,318.98 180 1-Jan-14 $257,186.02
4948422 WEST COVINA CA 91791 SFD 675% 6.250 $4,032.54 180 1-Jan-14 $454,230.77
4948434 SCOTTSDALE AZ 85258 SFD 663% 6.250 $2,897.38 180 1-Feb-14 $330,000.00
4948439 HOPKINTON MA 01748 SFD 675% 6.250 $3,477.70 180 1-Jan-14 $391,732.93
4948730 WINDERMERE FL 34786 SFD 663% 6.250 $5,303.09 180 1-Feb-14 $604,000.00
4948807 ELMONT NY 11003 SFD 663% 6.250 $5,267.97 180 1-Jan-14 $598,044.53
4948927 HOUSTON TX 77041 SFD 650% 6.233 $3,505.34 180 1-Jan-14 $401,074.33
4949218 LAKEWOOD WA 98499 SFD 675% 6.250 $2,972.41 180 1-Jan-14 $334,817.03
4949307 CLOSTER NJ 07624 SFD 700% 6.250 $2,247.07 180 1-Aug-13 $245,198.02
4949346 MILLBRAE CA 94030 SFD 700% 6.250 $2,543.69 180 1-Feb-14 $283,000.00
4949437 MENLO PARK CA 94025 SFD 650% 6.233 $4,007.10 180 1-Jan-14 $458,484.57
4949743 SPRING TX 77379 SFD 663% 6.250 $2,590.09 180 1-Feb-14 $295,000.00
4949868 SAN DIMAS CA 91773 SFD 675% 6.250 $2,203.43 180 1-Jan-14 $248,197.20
4949872 LOS ANGELES CA 91356 SFD 675% 6.250 $4,097.14 180 1-Jan-14 $461,507.24
4949888 WALNUT CA 91789 SFD 700% 6.250 $2,759.41 180 1-Jan-14 $306,031.43
4949890 SAN CLEMENTE CA 92673 SFD 675% 6.250 $2,221.13 180 1-Dec-13 $249,376.93
4950134 BEVERLY MA 01915 SFD 613% 5.858 $4,125.53 180 1-Jan-14 $483,350.00
4950229 TOWN AND COUNTRY MO 63011 SFD 650% 6.233 $3,310.21 180 1-Feb-14 $380,000.00
4950403 LAGUNA NIGUEL CA 92677 SFD 738% 6.250 $3,274.93 180 1-Jan-14 $354,912.99
4950538 CASTRO VALLEY CA 94552 SFD 713% 6.250 $3,025.48 180 1-Jan-14 $332,957.65
4950722 KATY TX 77450 SFD 675% 6.250 $2,961.80 180 1-Jan-14 $333,620.89
4950773 SADDLE RIVER NJ 07458 SFD 688% 6.250 $3,701.20 180 1-Sep-13 $408,305.75
4951424 SAN FRANCISCO CA 94131 SFD 700% 6.250 $2,786.37 180 1-Jan-14 $309,021.96
4951901 SANTA MONICA CA 90403 SFD 700% 6.250 $2,786.37 180 1-Jan-14 $309,021.96
4951910 STEVENSON RANCH CA 91381 SFD 700% 6.250 $2,632.67 180 1-Jan-14 $291,975.91
4951915 SAN JOSE CA 95127 SFD 700% 6.250 $2,296.51 180 1-Dec-13 $253,883.10
4951920 WINDSOR CA 95492 SFD 675% 6.250 $2,778.62 180 1-Jan-14 $312,987.63
4951923 LOS ANGELES CA 91304 SFD 650% 6.233 $2,439.11 180 1-Jan-14 $279,077.56
4951929 ANAHEIM CA 92808 SFD 675% 6.250 $3,159.13 180 1-Jan-14 $355,849.00
4952066 AURORA CO 80015 SFD 750% 6.250 $2,007.91 180 1-Sep-13 $213,288.06
4952082 MCLEAN VA 22102 SFD 700% 6.250 $4,644.34 120 1-May-08 $378,708.97
4952105 DAVIDSONVILLE MD 21035 SFD 725% 6.250 $2,738.59 180 1-Apr-13 $290,475.19
4952112 MANASSAS VA 20112 SFD 725% 6.250 $2,249.76 180 1-Sep-13 $242,599.81
4952415 FORT LAUDERDALE FL 33326 SFD 663% 6.250 $2,862.26 180 1-Feb-14 $326,000.00
4952491 LAFAYETTE CA 94549 SFD 675% 6.250 $3,849.36 180 1-Jan-14 $433,597.52
4952624 CONCORD PA 19061 SFD 625% 5.983 $2,332.20 180 1-Feb-14 $272,000.00
4952741 FRESNO CA 93720 SFD 700% 6.250 $4,125.63 180 1-Jan-14 $457,551.87
4952759 OKLAHOMA CITY OK 73116 SFD 700% 6.250 $3,595.31 180 1-Jan-14 $398,738.02
4952822 ENCINO CA 91316 SFD 688% 6.250 $5,797.06 180 1-Feb-14 $650,000.00
4953375 OAKLAND CA 94611 SFD 725% 6.250 $2,692.95 180 1-Jun-13 $287,558.80
4953389 MIDLOTHIAN VA 23113 SFD 675% 6.250 $3,709.55 180 1-Aug-13 $410,975.81
4953395 CALIFORNIA MD 20619 SFD 688% 6.250 $2,853.94 180 1-Apr-13 $309,139.16
4953405 VIENNA VA 22181 SFD 700% 6.250 $6,139.00 180 1-Aug-13 $669,880.98
4953426 MCLEAN VA 22102 SFD 675% 6.250 $7,300.51 180 1-Aug-13 $808,814.57
4953842 ARLINGTON VA 22205 SFD 725% 6.250 $2,482.99 180 1-Jun-13 $265,138.97
4953852 CARLISLE MA 01741 SFD 725% 6.250 $3,525.94 180 1-Jul-13 $377,750.76
4954009 WASHINGTON DC 20008 SFD 725% 6.250 $3,240.67 180 1-Mar-13 $342,574.50
4954014 BALTIMORE MD 21208 LCO 738% 6.250 $2,529.79 180 1-May-13 $266,532.53
4954034 DENVER CO 80202 HCO 700% 6.250 $750.53 180 1-Feb-14 $83,500.00
4954069 UNIVERSITY PARK TX 75225 SFD 650% 6.233 $3,867.72 180 1-Feb-14 $444,000.00
4954081 OCEAN NJ 07712 LCO 775% 6.250 $1,200.13 180 1-Oct-13 $125,877.27
4954088 DURHAM NC 27712 SFD 713% 6.250 $2,409.52 180 1-Nov-13 $263,494.75
4954212 SHOREVIEW MN 55126 SFD 700% 6.250 $2,777.38 180 1-Jun-13 $301,039.86
4954393 CENTREVILLE VA 20120 SFD 700% 6.250 $3,595.32 180 1-Sep-13 $393,616.02
4954394 SALT LAKE CITY UT 84124 SFD 663% 6.250 $2,335.46 180 1-Jan-14 $265,133.08
4955222 LAFAYETTE CA 94549 SFD 675% 6.250 $3,714.85 180 1-Feb-14 $419,800.00
4956072 KIHEI HI 96753 SFD 700% 6.250 $3,750.82 180 1-Jan-14 $415,983.43
4956090 DALY CITY CA 94015 PUD 675% 6.250 $2,256.52 180 1-Jan-14 $254,177.86
4956425 RANCHO PALOS VERDE CA 90275 SFD 675% 6.250 $2,953.83 180 1-Jan-14 $332,723.80
4956447 WOODLAND HILLS CA 91364 SFD 675% 6.250 $2,654.73 180 1-Jan-14 $299,032.77
4956699 RENO NV 89511 SFD 700% 6.250 $3,280.73 180 1-Jan-14 $363,848.44
4956712 NEWPORT BEACH CA 92660 LCO 700% 6.250 $3,415.55 180 1-Jan-14 $378,801.12
4956735 SANTA ANA AREA CA 92705 SFD 650% 6.233 $5,662.20 180 1-Jan-14 $647,858.64
4956739 NEWPORT BEACH CA 92660 SFD 675% 6.250 $3,008.40 120 1-Jan-09 $260,465.35
4956755 LOS ANGELES CA 91352 SFD 675% 6.250 $2,307.85 180 1-Jan-14 $259,959.15
4956771 LONG BEACH CA 90807 SFD 675% 6.250 $3,218.42 180 1-Jan-14 $362,527.40
4957697 CARSON CITY NV 89703 SFD 650% 6.233 $3,754.48 180 1-Jan-14 $429,580.11
4957766 SANTA FE NM 87505 SFD 700% 6.250 $2,318.08 180 1-Jan-14 $257,086.34
4957836 CUPERTINO CA 95014 SFD 688% 6.250 $3,210.68 180 1-Feb-14 $360,000.00
4958387 CAMPBELL CA 95008 SFD 675% 6.250 $3,468.85 180 1-Feb-14 $392,000.00
4958459 SAN JOSE CA 95129 SFD 675% 6.250 $2,605.18 180 1-Feb-14 $294,400.00
4958465 FREMONT CA 94539 SFD 688% 6.250 $2,532.87 180 1-Feb-14 $284,000.00
4958485 DANVILLE CA 94506 SFD 688% 6.250 $3,255.27 180 1-Feb-14 $365,000.00
4958577 FREMONT CA 94539 SFD 688% 6.250 $3,754.71 180 1-Feb-14 $421,000.00
4958598 SAN JOSE CA 95129 SFD 700% 6.250 $2,408.86 180 1-Feb-14 $268,000.00
4958599 BELMONT CA 94002 SFD 675% 6.250 $3,539.64 180 1-Feb-14 $400,000.00
4958603 LOS ALTOS CA 94024 SFD 675% 6.250 $3,052.94 180 1-Jan-14 $343,887.69
4958606 SALINAS CA 93908 SFD 688% 6.250 $2,751.38 180 1-Feb-14 $308,500.00
4958812 MANHATTAN BEACH CA 90266 SFD 700% 6.250 $4,104.95 180 1-Feb-14 $456,700.00
4958844 PEBBLE BEACH CA 93953 SFD 650% 6.233 $3,440.88 180 1-Feb-14 $395,000.00
4958907 DALY CITY CA 94015 SFD 713% 6.250 $2,468.40 180 1-Oct-13 $269,067.87
4958910 PALO ALTO CA 94303 SFD 688% 6.250 $2,871.78 180 1-Feb-14 $322,000.00
4958917 HUNTINGTON BEACH CA 92649 SFD 725% 6.250 $3,523.65 180 1-Nov-13 $382,403.67
4958925 WALNUT CREEK CA 94598 SFD 688% 6.250 $2,327.74 180 1-Oct-13 $257,541.00
4958941 WICHITA KS 67230 SFD 675% 6.250 $3,433.45 180 1-Oct-13 $382,953.83
4958950 LONG GROVE IL 60047 SFD 675% 6.250 $6,442.15 180 1-Feb-14 $728,000.00
4958958 SAN MATEO CA 94403 SFD 700% 6.250 $3,649.25 180 1-Nov-13 $401,959.11
4958970 SUISUN CA 94585 SFD 688% 6.250 $2,345.58 180 1-Nov-13 $260,469.14
4958984 SAN RAMON CA 94583 SFD 675% 6.250 $2,566.24 180 1-Nov-13 $287,179.23
4959046 SAN JOSE CA 95129 SFD 700% 6.250 $2,336.96 180 1-Nov-13 $257,524.74
4959061 MIAMI FL 33157 SFD 650% 6.233 $2,831.10 180 1-Nov-13 $321,751.53
4959084 HUNTINGTON IN 46750 SFD 675% 6.250 $3,150.28 180 1-Nov-13 $350,832.51
4959112 MISSION VIEJO CA 92691 SFD 700% 6.250 $2,202.13 180 1-Nov-13 $241,860.36
4959130 DALLAS TX 75287 SFD 688% 6.250 $4,988.59 180 1-Oct-13 $552,152.53
4959158 SEATTLE WA 98105 SFD 725% 6.250 $2,282.16 180 1-Nov-13 $247,670.76
4959166 SARATOGA CA 95070 SFD 675% 6.250 $2,010.17 180 1-Oct-13 $224,205.61
4959170 ACTON MA 01720 SFD 688% 6.250 $3,389.05 180 1-Nov-13 $376,343.23
4959173 WOODSIDE CA 94062 SFD 688% 6.250 $5,618.68 180 1-Oct-13 $609,426.28
4959176 OMAHA NE 68132 SFD 663% 6.250 $2,897.38 180 1-Sep-13 $324,261.12
4959181 ODESSA FL 33556 SFD 675% 6.250 $2,168.03 180 1-Oct-13 $241,813.63
4959182 SAN JOSE CA 95125 SFD 663% 6.250 $2,194.99 180 1-Nov-13 $247,542.14
4959184 SAN FRANCISCO CA 94116 SFD 688% 6.250 $2,693.41 180 1-Nov-13 $298,783.70
4959185 TUCSON AZ 85750 SFD 663% 6.250 $3,160.78 180 1-Nov-13 $356,460.69
4959188 FREMONT CA 94539 SFD 725% 6.250 $2,629.05 180 1-Oct-13 $284,411.44
4959189 SAN JOSE CA 95129 SFD 725% 6.250 $2,190.88 180 1-Oct-13 $231,806.80
4959192 ACTON MA 01720 SFD 700% 6.250 $2,426.84 180 1-Nov-13 $267,429.55
4959195 TORRANCE CA 90505 SFD 738% 6.250 $2,443.32 180 1-Nov-13 $263,152.06
4959237 SEATTLE WA 98112 SFD 675% 6.250 $4,252.44 180 1-Oct-13 $474,300.14
4959249 LANDENBERG PA 19350 SFD 688% 6.250 $5,796.17 180 1-Oct-13 $641,537.34
4959271 INCLINE VILLAGE NV 89450 LCO 663% 6.250 $2,721.79 180 1-Nov-13 $305,768.73
4959275 THE WOODLANDS TX 77381 SFD 650% 6.233 $2,539.28 180 1-Oct-13 $287,627.39
4959279 ACTON MA 01720 SFD 700% 6.250 $2,292.02 180 1-Nov-13 $252,572.34
4959285 KINGWOOD TX 77345 SFD 713% 6.250 $3,623.32 180 1-Aug-13 $392,398.02
4959301 TIBURON CA 94920 SFD 688% 6.250 $4,593.05 180 1-Sep-13 $506,692.72
4959385 SEATTLE WA 98112 SFD 700% 6.250 $3,145.90 180 1-Nov-13 $344,444.79
4959394 ANDOVER MA 01810 SFD 688% 6.250 $2,800.43 180 1-Nov-13 $310,978.31
4959416 LA CANADA CA 91011 SFD 713% 6.250 $2,400.46 180 1-Nov-13 $262,504.17
4959448 BEDFORD NH 03110 SFD 625% 5.983 $2,658.02 180 1-Feb-14 $310,000.00
4959742 SAN JOSE CA 95129 SFD 675% 6.250 $2,698.98 180 1-Feb-14 $305,000.00
4960221 SAN JOSE CA 95129 SFD 675% 6.250 $2,973.30 180 1-Feb-14 $336,000.00
4960504 SAN JOSE CA 95120 SFD 675% 6.250 $2,743.22 180 1-Feb-14 $310,000.00
4960616 MORGAN HILL CA 95037 SFD 700% 6.250 $2,478.07 180 1-Feb-14 $275,700.00
4960679 SARATOGA CA 95070 SFD 688% 6.250 $4,191.72 180 1-Feb-14 $470,000.00
4960943 EL GRANADA CA 94018 SFD 625% 5.983 $3,129.59 180 1-Jan-14 $363,771.46
4961351 SARATOGA CA 95070 SFD 675% 6.250 $4,513.04 180 1-Feb-14 $510,000.00
4961375 TORRANCE CA 90501 SFD 688% 6.250 $2,739.78 180 1-Jan-14 $306,220.22
4961463 MILPITAS CA 95035 SFD 688% 6.250 $2,326.85 180 1-Feb-14 $260,900.00
4965088 WALNUT CREEK CA 94596 SFD 700% 6.250 $2,858.28 180 1-Jan-14 $316,996.72
4966053 SEARINGTOWN NY 11507 SFD 688% 6.250 $2,809.34 180 1-Feb-14 $315,000.00
4969785 FOUNTAIN HILLS AZ 85268 SFD 650% 6.233 $2,473.94 180 1-Feb-14 $284,000.00
4972185 POUND RIDGE NY 10576 SFD 638% 6.108 $2,506.33 180 1-Feb-14 $290,000.00
6482736 MESA AZ 85205 PUD 688% 6.250 $3,567.42 180 1-Jan-14 $398,724.25
6558422 AUSTIN TX 78700 PUD 713% 6.250 $4,529.16 180 1-Jan-14 $498,439.59
6628538 LAKE BARRINGTON IL 60010 SFD 675% 6.250 $5,751.91 180 1-Jan-14 $647,904.34
6757332 MOORESVILLE NC 28117 PUD 675% 6.250 $2,697.90 180 1-Nov-13 $301,913.52
6763132 NORTH OAKS MN 55127 SFD 688% 6.250 $4,691.15 180 1-Nov-13 $520,938.28
6769940 CLARK LAKE MI 49234 SFD 675% 6.250 $8,849.10 180 1-Oct-13 $986,994.38
6786451 ROCHESTER MN 55902 SFD 688% 6.250 $3,982.87 180 1-Nov-13 $442,285.51
6794122 CHANDLER AZ 85248 SFD 688% 6.250 $3,050.14 180 1-Dec-13 $339,411.08
6843087 ALTO NM 88312 SFD 650% 6.233 $2,243.97 180 1-Jan-14 $256,751.36
6844896 RANDOLPH NJ 07869 SFD 713% 6.250 $2,400.45 180 1-Jun-13 $241,372.74
6848943 MISSOULA MT 59803 SFD 700% 6.250 $3,020.06 180 1-Dec-13 $333,873.70
6853138 BELLE MEAD NJ 08502 SFD 688% 6.250 $2,199.31 180 1-Nov-13 $244,226.96
6910065 WALPOLE MA 02081 SFD 663% 6.250 $2,349.51 180 1-Dec-13 $265,850.91
6971226 BENICIA CA 94510 SFD 550% 5.233 $2,548.92 180 1-Jan-14 $310,833.86
6982381 REHOBOTH BEACH DE 19971 SFD 700% 6.250 $3,595.31 180 1-Dec-13 $397,468.68
7003337 FORT WAYNE IN 46845 SFD 738% 6.250 $5,059.58 180 1-Jan-14 $548,320.63
7037905 BALLWIN MO 63021 PUD 725% 6.250 $3,004.69 180 1-Dec-13 $327,111.71
7048216 MILLIKEN CO 80543 SFD 688% 6.250 $3,169.65 180 1-Dec-13 $353,126.50
7071413 OVERGAARD AZ 85933 PUD 725% 6.250 $4,564.31 180 1-Sep-13 $492,188.80
7081457 SAN FRANCISCO CA 94105 LCO 700% 6.250 $2,223.70 180 1-Dec-13 $245,834.38
7089494 BERNVILLE PA 19506 SFD 738% 6.250 $2,391.80 180 1-Oct-13 $256,795.08
7123858 MIDDLETOWN TWNSP NJ 07738 SFD 688% 6.250 $2,746.91 180 1-Nov-13 $305,036.11
7136701 LOS ANGELES CA 90077 SFD 700% 6.250 $8,988.28 180 1-Nov-13 $990,479.84
7155137 CORTE MADERA CA 94925 SFD 663% 6.250 $2,633.98 180 1-Jan-14 $299,022.27
7163066 PLEASANT VALLEY IA 52722 SFD 713% 6.250 $2,246.46 180 1-Nov-13 $245,664.30
7165958 WELCH MN 55089 SFD 663% 6.250 $4,389.97 180 1-Dec-13 $496,731.90
7166915 WEST LINN OR 97068 SFD 688% 6.250 $2,290.28 180 1-Jan-14 $255,980.97
7169379 LAS VEGAS NV 89117 PUD 688% 6.250 $2,660.40 180 1-Oct-13 $294,461.61
7180594 NORTHBROOK IL 60062 PUD 700% 6.250 $2,606.60 180 1-Sep-13 $285,371.65
7182016 CHAPEL HILL NC 27516 SFD 650% 6.233 $3,406.44 120 1-Nov-08 $294,626.68
7182949 ROCKVILLE MD 20852 SFD 688% 6.250 $2,764.75 180 1-Nov-13 $304,999.63
7185644 TOPSFIELD MA 01983 SFD 700% 6.250 $2,516.72 180 1-Dec-13 $254,512.25
7186657 LANDRUM SC 29356 SFD 688% 6.250 $3,210.68 180 1-Oct-13 $355,367.66
7188479 HONOLULU HI 96815 LCO 663% 6.250 $4,951.89 180 1-Dec-13 $560,313.57
7188803 LAFAYETTE CO 80026 SFD 700% 6.250 $2,689.74 180 1-Oct-13 $295,440.37
7189876 RED BLUFF CA 96080 SFD 688% 6.250 $2,519.49 180 1-Dec-13 $280,692.84
7191630 TUSTIN CA 92782 PUD 650% 6.233 $2,954.36 180 1-Jan-14 $338,032.70
7192794 JACKSON MI 49203 SFD 688% 6.250 $3,567.42 180 1-Dec-13 $396,000.40
7196802 SCOTTSDALE AZ 85255 SFD 700% 6.250 $5,797.44 180 1-Nov-13 $638,859.50
7200472 BOCA RATON FL 33496 SFD 738% 6.250 $2,345.80 180 1-Dec-13 $253,003.34
7210406 PHOENIX AZ 85048 SFD 688% 6.250 $2,185.04 180 1-Dec-13 $243,432.74
7210499 ST PAUL MN 55102 LCO 688% 6.250 $4,214.01 180 1-Nov-13 $467,953.11
7212591 OCEAN CITY NJ 08226 LCO 713% 6.250 $2,717.49 180 1-Dec-13 $298,121.96
7215314 MALVERN PA 19355 SFD 688% 6.250 $4,994.38 180 1-Nov-13 $554,611.10
7217750 SCOTTSDALE AZ 85255 SFD 700% 6.250 $2,354.93 180 1-Oct-13 $258,664.56
7218264 MIDLAND TX 79707 SFD 700% 6.250 $2,984.11 180 1-Nov-13 $328,807.24
7227596 WILMETTE IL 60091 SFD 675% 6.250 $3,341.42 180 1-Dec-13 $375,158.31
7228597 DENVER CO 80202 SFD 688% 6.250 $3,239.88 180 1-Jan-14 $362,116.38
7228855 BIXBY OK 74008 SFD 650% 6.233 $3,475.72 180 1-Dec-13 $396,363.94
7229315 WEST DES MOINES IA 50266 SFD 675% 6.250 $3,256.47 180 1-Dec-13 $365,620.39
7229452 LONGMONT CO 80501 SFD 688% 6.250 $2,540.00 180 1-Oct-13 $148,526.59
7232165 INVERNESS IL 60067 SFD 688% 6.250 $6,086.91 180 1-Nov-13 $671,897.82
7232791 SAN DIEGO CA 92037 SFD 675% 6.250 $4,822.76 180 1-Nov-13 $539,698.89
7233308 STILLWATER MN 55082 SFD 675% 6.250 $3,964.39 180 1-Nov-13 $443,642.41
7234014 REDDING CA 96001 SFD 713% 6.250 $3,242.88 180 1-Nov-13 $344,899.98
7251558 LONG GROVE IL 60047 SFD 675% 6.250 $4,424.55 180 1-Nov-13 $495,136.59
7257157 NOVI MI 48374 SFD 700% 6.250 $2,674.01 180 1-Oct-13 $293,712.65
7258652 ROCHESTER MN 55902 SFD 663% 6.250 $2,414.48 180 1-Oct-13 $271,184.10
7276500 WAYLAND MA 01778 SFD 688% 6.250 $2,666.64 180 1-Oct-13 $295,152.62
7277045 MINNEAPOLIS MN 55409 SFD 688% 6.250 $3,299.86 180 1-Nov-13 $366,439.47
7277221 OLYMPIA WA 98502 PUD 650% 6.233 $2,447.38 180 1-Dec-13 $279,093.85
7278717 GLOUCESTER MA 01930 SFD 650% 6.233 $3,919.98 180 1-Nov-13 $445,528.43
7278767 DARIEN CT 06820 PUD 688% 6.250 $3,121.49 180 1-Jan-14 $348,883.72
7284068 SEATTLE WA 98105 SFD 675% 6.250 $2,336.16 180 1-Nov-13 $261,432.13
7285214 COLUMBIA MD 21044 SFD 688% 6.250 $2,497.19 180 1-Nov-13 $261,156.27
7286407 BISMARCK ND 58504 SFD 688% 6.250 $3,143.79 180 1-Dec-13 $350,245.04
7288194 HO HO KUS NJ 07423 SFD 700% 6.250 $3,864.96 180 1-Dec-13 $427,278.83
7288815 LAS VEGAS NV 89134 SFD 688% 6.250 $3,832.03 180 1-Nov-13 $425,535.26
7290099 ROCKVILLE MD 20853 SFD 688% 6.250 $2,372.33 180 1-Dec-13 $264,298.40
7290913 SIOUX FALLS SD 57107 SFD 688% 6.250 $3,032.30 180 1-Nov-13 $336,728.18
7291367 MONUMENT CO 80132 SFD 688% 6.250 $2,788.61 180 1-Nov-13 $309,666.10
7291589 MINNETONKA MN 55305 SFD 675% 6.250 $3,097.18 180 1-Nov-13 $346,595.63
7294472 ADEL IA 50003 SFD 675% 6.250 $3,778.56 180 1-Dec-13 $424,238.89
7294900 WASHINGTON DC 20015 SFD 688% 6.250 $2,808.33 180 1-Nov-13 $311,856.84
7295342 PHOENIX AZ 85016 SFD 688% 6.250 $2,472.22 180 1-Dec-13 $275,426.75
7295381 APTOS CA 95003 SFD 663% 6.250 $6,497.15 180 1-Jan-14 $737,588.27
7300314 WILTON CT 06897 SFD 675% 6.250 $2,521.99 180 1-Dec-13 $283,157.11
7309189 PARK CITY UT 84060 SFD 663% 6.250 $2,756.90 180 1-Jan-14 $312,976.64
7310882 RENO NV 89509 SFD 725% 6.250 $3,560.17 180 1-Nov-13 $386,346.26
7313879 SIOUX FALLS SD 57103 SFD 688% 6.250 $2,452.60 180 1-Nov-13 $272,353.66
7316856 GIBSONIA PA 15044 PUD 600% 5.733 $3,037.88 180 1-Dec-13 $357,518.03
7317112 CRESTWOOD KY 40014 SFD 688% 6.250 $2,532.87 180 1-Dec-13 $282,183.23
7317315 CHARLOTTE NC 28277 SFD 688% 6.250 $2,713.02 180 1-Nov-13 $301,272.66
7317840 SNOWMASS CO 81654 PUD 650% 6.233 $2,108.08 180 1-Dec-13 $240,341.09
7318345 LAS VEGAS NV 89134 SFD 663% 6.250 $3,599.77 180 1-Nov-13 $405,969.14
7319346 LIVINGSTON NJ 07039 SFD 688% 6.250 $2,568.54 180 1-Dec-13 $286,157.66
7320412 DENVER CO 80220 SFD 638% 6.108 $3,024.88 180 1-Dec-13 $347,662.80
7320697 LAS VEGAS NV 89121 SFD 700% 6.250 $2,857.82 180 1-Dec-13 $315,937.93
7321224 ATLANTA GA 30238 SFD 650% 6.233 $2,684.75 180 1-Nov-13 $305,137.48
7321688 CONROE TX 77302 SFD 675% 6.250 $2,297.05 180 1-Dec-13 $256,497.53
7322289 WELLESLEY MA 02481 SFD 700% 6.250 $3,145.90 180 1-Nov-13 $346,308.72
7322805 ST PAUL MN 55102 SFD 688% 6.250 $2,492.73 180 1-Dec-13 $277,712.04
7323417 DE PERE WI 54115 SFD 700% 6.250 $3,523.41 180 1-Nov-13 $388,268.09
7323880 RANCHO SANTA FE CA 92067 SFD 700% 6.250 $4,673.91 180 1-Dec-13 $516,709.27
7325903 ADDISON VT 05491 SFD 713% 6.250 $5,534.63 180 1-Dec-13 $607,175.04
7327803 DEER HARBOR WA 98243 SFD 675% 6.250 $2,681.28 180 1-Nov-13 $300,052.77
7327920 ROCHESTER HILLS MI 48306 SFD 688% 6.250 $3,133.08 180 1-Dec-13 $348,124.23
7328167 SIOUX FALLS SD 57103 SFD 675% 6.250 $2,566.24 180 1-Dec-13 $288,124.76
7335549 ENGLEWOOD CO 80111 SFD 675% 6.250 $4,203.32 180 1-Nov-13 $470,379.78
7335599 DANVILLE CA 94506 SFD 675% 6.250 $2,654.73 180 1-Nov-13 $297,081.96
7336880 LAS VEGAS NV 89131 SFD 725% 6.250 $2,482.99 180 1-Dec-13 $270,315.61
7337667 LONGMONT CO 80503 SFD 650% 6.233 $2,961.77 180 1-Nov-13 $333,605.21
7339742 CHAPEL HILL NC 27514 SFD 688% 6.250 $2,613.13 180 1-Jan-14 $292,065.52
7339761 LAKESHORE MN 56468 SFD 638% 6.108 $3,871.84 180 1-Dec-13 $445,008.39
7339917 LUBBOCK TX 79424 SFD 675% 6.250 $2,707.82 180 1-Dec-13 $304,021.31
7342196 LOS ANGELES CA 91423 SFD 700% 6.250 $2,696.48 180 1-Dec-13 $298,101.52
7342683 LAJOLLA CA 92037 LCO 675% 6.250 $3,690.07 180 1-Dec-13 $414,303.55
7342982 BRECKENRIDGE CO 80424 SFD 700% 6.250 $4,943.56 180 1-Dec-13 $546,406.21
7343721 SANTA CRUZ CA 95060 SFD 675% 6.250 $2,740.76 180 1-Nov-13 $306,709.40
7344226 PORTLAND OR 97210 SFD 650% 6.233 $3,070.65 180 1-Dec-13 $350,141.66
7345477 TREDYFFRIN TWP PA 19355 SFD 675% 6.250 $5,636.87 180 1-Nov-13 $630,804.05
7345730 STANFORD CA 94305 SFD 700% 6.250 $3,186.35 180 1-Dec-13 $352,256.61
7345864 PLYMOUTH MN 55447 SFD 700% 6.250 $2,372.91 180 1-Jan-14 $263,167.09
7348026 MALIBU CA 90265 SFD 700% 6.250 $6,606.39 180 1-Nov-13 $728,002.67
7348258 SIOUX FALLS SD 57103 SFD 688% 6.250 $2,675.56 180 1-Jan-14 $296,535.27
7348755 GRAND JUNCTION CO 81503 SFD 688% 6.250 $3,335.54 180 1-Dec-13 $371,607.50
7349381 CHARLOTTE NC 28211 SFD 675% 6.250 $3,373.28 180 1-Dec-13 $378,735.03
7349425 GEORGETOWN SC 29440 SFD 700% 6.250 $2,500.54 180 1-Nov-13 $275,551.48
7349478 BIG LAKE MN 55309 SFD 650% 6.233 $2,515.32 180 1-Dec-13 $286,842.33
7351191 YUMA AZ 85365 SFD 700% 6.250 $2,202.13 180 1-Dec-13 $243,449.57
7351215 ALBUQUERQUE NM 87107 SFD 675% 6.250 $5,503.25 180 1-Nov-13 $615,850.92
7351350 EDEN PRAIRIE MN 55347 SFD 638% 6.108 $2,290.26 180 1-Dec-13 $261,209.11
7351681 CORONA DEL MAR CA 92625 SFD 650% 6.233 $4,999.72 180 1-Nov-13 $567,439.68
7351715 SOUTH BARRINGTON IL 60010 SFD 663% 6.250 $4,196.81 180 1-Dec-13 $474,875.70
7351751 BATH OH 44210 SFD 675% 6.250 $2,583.94 180 1-Dec-13 $290,111.82
7352457 SANTA CLARA CA 95051 SFD 663% 6.250 $2,607.64 180 1-Dec-13 $295,058.75
7354323 OGDEN UT 84403 SFD 663% 6.250 $2,919.33 180 1-Dec-13 $330,326.71
7354523 PARADISE VALLEY AZ 85253 SFD 675% 6.250 $4,424.55 180 1-Jan-14 $498,387.95
7354886 SANTA ANA CA 92705 SFD 650% 6.233 $3,223.10 180 1-Dec-13 $365,769.01
7355077 BILLINGS MT 59102 SFD 725% 6.250 $3,121.99 180 1-Dec-13 $339,882.14
7355117 CEDAR RAPIDS IA 52403 SFD 675% 6.250 $2,601.63 180 1-Dec-13 $291,148.10
7355150 SAN FRANCISCO CA 94116 SFD 650% 6.233 $2,547.99 180 1-Nov-13 $289,593.48
7355718 CHARLOTTE NC 28277 SFD 675% 6.250 $3,088.33 180 1-Nov-13 $345,505.13
7355743 BRIELLE NJ 08730 SFD 675% 6.250 $2,831.71 180 1-Jan-14 $318,968.29
7355776 HUNTINGTOWN MD 20639 SFD 675% 6.250 $2,698.97 180 1-Dec-13 $303,027.78
7356008 ROLAND AR 72135 SFD 663% 6.250 $2,633.98 180 1-Nov-13 $297,015.46
7356358 NEWPORT BEACH CA 92663 SFD 675% 6.250 $5,309.46 180 1-Dec-13 $596,120.20
7356486 CHEVY CHASE MD 20815 SFD 650% 6.233 $2,317.15 180 1-Nov-13 $263,356.78
7356527 MIDDLETOWN DE 19709 SFD 650% 6.233 $2,961.77 180 1-Dec-13 $337,753.73
7359767 WEST BLOOMFIELD MI 48322 SFD 675% 6.250 $2,256.96 180 1-Jan-14 $254,227.70
7360127 APPLE VALLEY MN 55124 SFD 638% 6.108 $2,430.27 180 1-Dec-13 $279,322.24
7360234 TELLURIDE CO 81435 SFD 688% 6.250 $2,684.48 180 1-Dec-13 $299,074.50
7360707 STILLWATER MN 55082 SFD 675% 6.250 $3,539.64 180 1-Dec-13 $397,413.47
7361494 SUNRIVER OR 97707 PUD 725% 6.250 $3,603.98 180 1-Dec-13 $392,355.18
7362596 CHESTERFIELD VA 23838 SFD 688% 6.250 $2,800.42 180 1-Dec-13 $311,991.34
7362742 ANNANDALE VA 22003 SFD 688% 6.250 $2,350.04 180 1-Dec-13 $261,814.38
7362753 BLOOMFIELD MI 48301 SFD 688% 6.250 $3,146.02 180 1-Nov-13 $349,254.88
7363812 WESTLAKE VILLAGE CA 91361 SFD 688% 6.250 $3,531.74 180 1-Nov-13 $392,189.28
7364097 ANDOVER MN 55304 SFD 725% 6.250 $3,560.17 180 1-Dec-13 $387,507.25
7364484 BOULDER CO 80301 SFD 650% 6.233 $2,572.38 180 1-Dec-13 $293,349.05
7364622 DOVER TWP NJ 08753 SFD 625% 5.983 $2,339.05 180 1-Jan-14 $271,881.78
7365015 NAPA CA 94558 SFD 713% 6.250 $5,887.90 180 1-Dec-13 $645,930.91
7366682 ORONOCO MN 55960 SFD 688% 6.250 $2,736.21 180 1-Dec-13 $304,837.39
7366979 PALO ALTO CA 94306 SFD 713% 6.250 $2,943.95 180 1-Dec-13 $320,021.51
7368003 SAN DIEGO CA 92130 SFD 688% 6.250 $4,414.68 180 1-Jan-14 $493,421.26
7370095 FRESNO CA 93720 SFD 688% 6.250 $2,405.33 180 1-Jan-14 $268,839.83
7370295 EDEN PRAIRIE MN 55347 SFD 675% 6.250 $2,628.18 180 1-Dec-13 $295,079.51
7372522 SACRAMENTO CA 95825 SFD 700% 6.250 $3,379.59 180 1-Dec-13 $51,483.62
7374076 DENVER CO 80209 SFD 700% 6.250 $4,883.78 180 1-Dec-13 $539,911.52
7374458 VAIL CO 81657 LCO 725% 6.250 $5,675.27 180 1-Jan-14 $619,780.83
7376130 WILDWOOD MO 63005 SFD 713% 6.250 $2,266.39 180 1-Jan-14 $249,419.17
7377213 NEW CANAAN CT 06840 SFD 675% 6.250 $3,628.13 180 1-Jan-14 $408,678.12
7378731 COUPEVILLE WA 98239 SFD 675% 6.250 $2,946.75 180 1-Dec-13 $330,846.72
7380772 CAMBRIDGE MA 02140 SFD 700% 6.250 $3,595.31 180 1-Jan-14 $398,738.02
7380923 LOUISVILLE KY 40222 SFD 688% 6.250 $5,761.38 180 1-Dec-13 $641,867.52
7381644 BATON ROUGE LA 70810 SFD 675% 6.250 $2,477.75 180 1-Dec-13 $277,953.64
7381724 LAS VEGAS NV 89129 SFD 713% 6.250 $2,654.09 180 1-Dec-13 $291,165.77
7381938 LAKE FOREST IL 60045 SFD 738% 6.250 $2,591.42 180 1-Jan-14 $280,839.86
7382183 CINCINNATI OH 45208 SFD 700% 6.250 $4,493.40 120 1-Dec-08 $381,288.04
7383223 PARKER CO 80138 SFD 713% 6.250 $3,974.33 180 1-Dec-13 $436,003.37
7383528 ROCHESTER MN 55902 SFD 675% 6.250 $5,751.91 180 1-Dec-13 $645,796.89
7383557 OKOBOJI IA 51355 SFD 700% 6.250 $3,020.06 180 1-Dec-13 $333,873.70
7385974 CAMARILLO CA 93012 SFD 650% 6.233 $2,953.05 180 1-Dec-13 $336,760.35
7386523 POWAY CA 92064 PUD 650% 6.233 $5,030.56 180 1-Nov-13 $571,751.56
7386692 GOLD RIVER CA 95670 SFD 738% 6.250 $2,538.99 180 1-Dec-13 $274,309.34
7386746 SAN JOSE CA 95120 SFD 688% 6.250 $2,921.71 180 1-Jan-14 $326,555.17
7387380 ROCHESTER MN 55901 SFD 688% 6.250 $2,425.84 180 1-Dec-13 $270,260.01
7389106 LEAGUE CITY TX 77573 SFD 663% 6.250 $2,242.40 180 1-Dec-13 $253,730.65
7390526 KOLOA HI 96756 LCO 638% 6.108 $5,596.02 180 1-Dec-13 $643,176.19
7390720 BROWN SUMMIT NC 27214 SFD 688% 6.250 $2,860.36 180 1-Jan-14 $319,697.10
7393013 COLORADO SPRINGS CO 80904 SFD 700% 6.250 $3,996.19 180 1-Nov-13 $440,367.34
7395744 GILROY CA 95020 SFD 663% 6.250 $2,414.48 180 1-Dec-13 $272,944.54
7396592 SAN FRANCISCO CA 94117 SFD 700% 6.250 $3,595.31 180 1-Jan-14 $398,738.02
7396699 SAN JOSE CA 95138 PUD 650% 6.233 $3,571.54 180 1-Dec-13 $404,849.65
7398524 WHITE BEAR LAKE MN 55110 SFD 688% 6.250 $2,293.85 180 1-Dec-13 $255,554.68
7399560 MC ARTHUR CA 96056 SFD 688% 6.250 $5,351.13 180 1-Dec-13 $596,161.78
7400290 SAN JOSE CA 95138 SFD 638% 6.108 $2,860.67 180 1-Jan-14 $329,897.77
7400621 ROCHESTER MN 55902 SFD 663% 6.250 $2,804.31 180 1-Dec-13 $317,312.34
7400780 PULLMAN WA 99163 SFD 700% 6.250 $2,348.64 180 1-Jan-14 $260,475.61
7400784 BOULDER CO 80301 SFD 700% 6.250 $3,227.69 180 1-Dec-13 $356,827.51
7401528 PINEDALE AZ 85934 SFD 675% 6.250 $3,097.18 180 1-Jan-14 $348,871.57
7401675 CHAPEL HILL NC 27514 SFD 663% 6.250 $2,906.16 180 1-Dec-13 $328,272.27
7401930 INDIANAPOLIS IN 46220 SFD 763% 6.250 $3,928.02 180 1-Dec-13 $417,979.84
7404769 RANCHO SANTA FE CA 92067 SFD 600% 5.733 $8,269.80 180 1-Dec-13 $973,243.55
7406776 SAN MATEO CA 94402 SFD 688% 6.250 $3,702.09 180 1-Dec-13 $412,144.98
7407529 MARBLEHEAD MA 01945 SFD 625% 5.983 $2,357.91 180 1-Jan-14 $273,315.96
7410419 ENCINITAS CA 92007 SFD 663% 6.250 $2,633.98 180 1-Dec-13 $298,039.14
7416235 PHOENIX AZ 85016 SFD 725% 6.250 $9,128.63 180 1-Dec-13 $988,777.02
7418551 CHAUTAUQUA NY 14722 SFD 725% 6.250 $2,729.46 180 1-Jan-14 $298,077.00
7419580 CASTRO VALLEY CA 94546 SFD 700% 6.250 $2,546.20 180 1-Dec-13 $281,030.88
7420106 MENLO PARK CA 94025 SFD 675% 6.250 $3,539.64 180 1-Dec-13 $397,413.47
7422240 HONOLULU HI 96821 SFD 663% 6.250 $4,709.56 180 1-Dec-13 $532,893.97
7423180 MIAMI BEACH FL 33139 HCO 738% 6.250 $4,231.65 180 1-Dec-13 $457,182.23
7424540 PARK CITY UT 84060 LCO 700% 6.250 $3,652.84 180 1-Dec-13 $403,644.47
7424617 ALPHARETTA GA 30022 SFD 663% 6.250 $2,728.80 180 1-Jan-14 $309,787.07
7424863 SAN DIEGO CA 92130 SFD 638% 6.108 $3,975.55 180 1-Jan-14 $458,468.20
7426301 OAK PARK IL 60302 SFD 700% 6.250 $2,399.87 180 1-Jan-14 $266,157.63
7426967 PAWLING NY 12564 SFD 750% 6.250 $2,855.20 180 1-Dec-13 $300,387.70
7430278 MEDINA MN 55340 SFD 663% 6.250 $5,022.12 180 1-Dec-13 $568,261.30
7432783 VANCOUVER WA 98665 SFD 675% 6.250 $2,831.71 180 1-Jan-14 $318,968.29
7433278 REDWOOD CITY CA 94062 SFD 650% 6.233 $4,408.67 180 1-Jan-14 $504,432.71
7434919 ROSWELL GA 30075 SFD 675% 6.250 $2,626.41 180 1-Dec-13 $294,880.80
7436213 TEMECULA CA 92590 SFD 725% 6.250 $4,107.88 180 1-Jan-14 $448,610.87
7436434 BIRMINGHAM AL 35242 SFD 625% 5.983 $3,442.55 180 1-Dec-13 $398,790.16
7436866 GREENSBORO NC 27410 SFD 663% 6.250 $8,779.94 180 1-Feb-14 $1,000,000.00
7437929 LIVERMORE CA 94550 SFD 738% 6.250 $2,253.81 180 1-Jan-14 $244,251.92
7440643 EVERGREEN CO 80439 SFD 688% 6.250 $2,515.03 180 1-Jan-14 $281,100.60
7442094 BERKELEY CA 94707 SFD 675% 6.250 $2,654.73 180 1-Dec-13 $297,714.83
7444002 RCHO PALOS VERDES CA 90275 SFD 700% 6.250 $6,651.33 180 1-Jan-14 $737,665.34
7444050 LOS ANGELES CA 91602 SFD 700% 6.250 $4,943.56 180 1-Jan-14 $548,264.77
7444070 FT COLLINS CO 80524 SFD 638% 6.108 $3,046.48 180 1-Dec-13 $350,146.12
7444272 NORTH HOLLYWOOD CA 91602 SFD 700% 6.250 $2,786.37 180 1-Jan-14 $309,021.96
7444524 BOULDER CO 80301 PUD 700% 6.250 $2,485.26 180 1-Dec-13 $274,750.23
7445348 LAS VEGAS NV 89117 SFD 725% 6.250 $3,573.86 180 1-Dec-13 $387,333.63
7445373 OXNARD CA 93035 SFD 725% 6.250 $2,692.95 180 1-Jan-14 $294,089.34
7446504 BEDFORD NH 03110 LCO 763% 6.250 $3,190.05 180 1-Jan-14 $340,479.90
7447245 ASPEN CO 81611 SFD 700% 6.250 $8,988.28 180 1-Jan-14 $996,845.05
7450799 PENSACOLA BEACH FL 32561 LCO 688% 6.250 $2,452.60 180 1-Jan-14 $274,122.92
7452246 BRECKENRIDGE CO 80424 SFD 700% 6.250 $6,134.50 180 1-Jan-14 $680,346.75
7452853 MORRISVILLE NC 27560 SFD 675% 6.250 $2,244.13 180 1-Dec-13 $251,960.14
7453813 EL PASO TX 79912 SFD 688% 6.250 $2,428.03 180 1-Dec-13 $270,503.44
7454052 COSTA MESA CA 92627 LCO 675% 6.250 $2,283.07 180 1-Jan-14 $257,168.18
7455072 FT LAUDERDALE FL 33301 HCO 700% 6.250 $2,876.25 180 1-Jan-14 $318,990.42
7456467 BRECKENRIDGE CO 80424 SFD 663% 6.250 $5,039.68 180 1-Dec-13 $570,248.23
7464614 WEST SALEM WI 54669 SFD 738% 6.250 $3,860.25 120 1-Jan-09 $325,149.44
7465845 AMES IA 50014 PUD 663% 6.250 $3,621.72 180 1-Jan-14 $411,155.62
7469884 DENVER CO 80220 SFD 750% 6.250 $4,820.46 180 1-Dec-13 $516,849.26
7471609 HONOLULU HI 96816 SFD 688% 6.250 $5,056.81 180 1-Dec-13 $563,372.90
7473760 BARRINGTON IL 60010 SFD 613% 5.858 $3,245.13 180 1-Jan-14 $380,202.11
7476470 BISMARCK ND 58501 SFD 713% 6.250 $2,536.33 180 1-Jan-14 $279,126.17
7478138 HEMET CA 92554 SFD 688% 6.250 $2,497.19 180 1-Jan-14 $279,106.98
7480444 BLOOMFIELD HILLS MI 48304 SFD 713% 6.250 $2,601.09 180 1-Feb-14 $287,150.00
7482977 SCOTTSDALE AZ 85262 SFD 650% 6.233 $4,007.09 180 1-Jan-14 $458,484.58
7487048 CONCORD NC 28025 SFD 675% 6.250 $2,797.20 180 1-Jan-14 $315,080.86
7490645 NEW CANAAN CT 06840 SFD 688% 6.250 $2,274.23 180 1-Jan-14 $254,186.71
7495994 SAN JOSE CA 95138 SFD 638% 6.108 $2,631.64 180 1-Feb-14 $304,500.00
7497155 LOS GATOS CA 95033 SFD 688% 6.250 $3,879.57 180 1-Jan-14 $433,612.62
7499762 MARINA DEL REY CA 90292 SFD 700% 6.250 $5,842.38 180 1-Jan-14 $647,949.29
7507107 WOODBURY MN 55125 SFD 675% 6.250 $2,769.77 180 1-Feb-14 $313,000.00
7507366 CHARLOTTE NC 28226 SFD 650% 6.233 $3,048.88 180 1-Feb-14 $350,000.00
7510078 ALPHARETTA GA 30005 PUD 663% 6.250 $2,633.98 180 1-Jan-14 $299,022.27
7510939 PASADENA CA 91105 SFD 688% 6.250 $5,351.13 180 1-Jan-14 $598,086.37
7516736 REDWOOD CITY CA 94061 SFD 688% 6.250 $5,217.35 180 1-Feb-14 $585,000.00
7529857 MENLO PARK CA 94025 SFD 688% 6.250 $7,922.34 180 1-Jan-14 $885,466.88
7530898 DULUTH MN 55804 SFD 688% 6.250 $3,924.16 180 1-Jan-14 $438,596.67
7533028 RANCHO SANTA FE CA 92067 PUD 700% 6.250 $5,842.38 180 1-Jan-14 $647,949.29
7548633 PARK CITY UT 84098 SFD 725% 6.250 $2,811.62 180 1-Feb-14 $308,000.00
7549807 ENGLEWOOD CO 80110 SFD 650% 6.233 $8,711.07 180 1-Feb-14 $1,000,000.00
$386,716,826.51
</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>
4620546 63.38 0.250 0.017 1.108
4714248 68.81 GD 3YR 0.250 0.017 0.483
4753949 65.57 0.250 0.017 0.733
4769918 80.00 0.250 0.017 0.000
4771955 52.00 0.250 0.017 0.733
4787754 85.79 33 0.250 0.017 0.000
4807280 80.00 0.250 0.017 0.608
4821398 61.07 0.250 0.017 0.000
4824536 75.00 0.250 0.017 0.233
4827668 51.95 0.250 0.017 0.483
4830846 70.30 0.250 0.017 0.733
4831787 61.39 0.250 0.017 0.358
4834400 56.90 0.250 0.017 0.358
4834498 41.24 0.250 0.017 0.733
4836900 79.99 0.250 0.017 0.000
4839955 80.00 0.250 0.017 0.483
4841903 68.17 0.250 0.017 0.608
4847163 72.97 0.250 0.017 0.000
4850261 75.07 0.250 0.017 0.000
4850530 28.57 0.250 0.017 0.358
4850647 65.36 0.250 0.017 0.000
4856264 88.41 17 0.250 0.017 0.358
4856598 52.85 0.250 0.017 0.108
4857001 67.42 0.250 0.017 0.483
4857411 75.50 0.250 0.017 0.000
4859998 37.50 0.250 0.017 0.233
4864493 80.00 0.250 0.017 0.483
4864929 70.91 0.250 0.017 0.233
4865004 75.27 0.250 0.017 0.733
4866087 47.98 0.250 0.017 0.608
4866970 75.31 0.250 0.017 0.483
4867277 78.00 0.250 0.017 0.608
4868140 44.66 0.250 0.017 0.000
4868751 56.67 0.250 0.017 0.108
4868991 70.47 0.250 0.017 0.233
4869246 61.44 0.250 0.017 0.233
4870012 55.13 0.250 0.017 0.358
4870642 68.33 0.250 0.017 0.108
4870974 76.74 0.250 0.017 0.000
4871843 80.00 0.250 0.017 0.358
4872163 75.00 0.250 0.017 0.233
4872739 67.50 0.250 0.017 0.358
4872834 58.00 0.250 0.017 0.733
4872965 71.00 0.250 0.017 0.358
4874877 73.20 0.250 0.017 0.108
4877351 32.68 0.250 0.017 0.108
4878318 80.00 0.250 0.017 0.233
4878351 75.17 0.250 0.017 0.358
4878464 69.28 0.250 0.017 0.358
4878997 39.66 0.250 0.017 0.333
4879172 19.45 0.250 0.017 0.483
4879272 79.79 0.250 0.017 0.483
4879513 72.73 0.250 0.017 0.383
4879653 66.67 0.250 0.017 0.383
4879703 43.56 0.250 0.017 0.333
4879743 61.71 0.250 0.017 0.483
4880016 48.22 0.250 0.017 0.233
4881214 72.41 0.250 0.017 0.000
4882426 45.04 0.250 0.017 0.233
4882903 62.07 0.250 0.017 0.733
4883771 64.00 0.250 0.017 0.733
4883797 76.27 0.250 0.017 0.358
4883886 52.08 0.250 0.017 0.233
4884567 75.00 0.250 0.017 0.358
4884955 26.13 0.250 0.017 0.233
4885510 56.71 0.250 0.017 0.233
4885722 59.93 0.250 0.017 0.233
4887050 55.56 0.250 0.017 0.233
4887057 74.73 0.250 0.017 0.608
4887267 70.10 0.250 0.017 0.483
4887657 52.16 0.250 0.017 0.000
4887684 37.82 0.250 0.017 0.608
4887711 21.13 0.250 0.017 1.108
4887753 90.00 6 0.250 0.017 0.233
4887995 75.56 0.250 0.017 0.733
4888100 52.73 0.250 0.017 0.483
4888612 68.59 0.250 0.017 0.000
4889252 67.87 0.250 0.017 0.233
4889416 78.70 0.250 0.017 0.483
4889535 69.95 0.250 0.017 0.483
4890174 75.28 0.250 0.017 0.000
4890405 78.96 0.250 0.017 0.358
4890425 68.45 0.250 0.017 0.358
4890847 40.24 0.250 0.017 0.483
4891137 59.14 0.250 0.017 0.233
4891179 42.84 0.250 0.017 0.358
4891219 48.45 0.250 0.017 0.358
4891391 70.86 0.250 0.017 0.483
4891485 66.49 0.250 0.017 0.000
4891512 51.81 0.250 0.017 0.608
4891568 36.00 0.250 0.017 0.483
4891963 75.82 0.250 0.017 0.608
4892010 74.97 GD 5YR 0.250 0.017 0.000
4892088 62.51 0.250 0.017 0.000
4892093 56.32 0.250 0.017 0.483
4892589 54.44 0.250 0.017 0.483
4892823 75.49 0.250 0.017 0.000
4892903 59.07 0.250 0.017 0.000
4892924 43.71 0.250 0.017 0.233
4893077 64.15 0.250 0.017 0.000
4893455 32.90 0.250 0.017 0.233
4893504 57.94 0.250 0.017 0.000
4893584 62.44 0.250 0.017 0.108
4893596 70.60 0.250 0.017 0.108
4893615 51.66 0.250 0.017 0.233
4893627 75.19 0.250 0.017 0.000
4893668 61.90 0.250 0.017 0.483
4893755 63.34 0.250 0.017 0.233
4894076 50.35 0.250 0.017 0.233
4894162 65.24 0.250 0.017 0.000
4894319 57.01 0.250 0.017 0.358
4894379 73.70 0.250 0.017 0.000
4894532 43.00 0.250 0.017 0.233
4894582 76.19 0.250 0.017 0.233
4894774 68.48 0.250 0.017 0.000
4894946 47.98 0.250 0.017 0.608
4894991 61.60 0.250 0.017 0.233
4895311 70.00 0.250 0.017 0.000
4895349 48.06 0.250 0.017 0.233
4895498 63.19 0.250 0.017 0.000
4895525 64.52 0.250 0.017 0.108
4895549 50.56 0.250 0.017 0.108
4895634 48.57 0.250 0.017 0.000
4895813 38.55 0.250 0.017 0.108
4895943 80.00 0.250 0.017 0.108
4895955 57.81 0.250 0.017 0.733
4895966 61.22 0.250 0.017 0.358
4895976 67.74 0.250 0.017 0.483
4896001 77.76 0.250 0.017 0.483
4896105 49.83 0.250 0.017 0.358
4896126 28.13 0.250 0.017 0.358
4896171 57.78 0.250 0.017 0.483
4896174 57.10 0.250 0.017 0.358
4896413 68.82 0.250 0.017 0.358
4896486 32.50 0.250 0.017 0.358
4896608 69.09 0.250 0.017 0.000
4896616 76.92 0.250 0.017 0.233
4897037 60.32 0.250 0.017 0.233
4897292 80.00 0.250 0.017 0.108
4897648 60.31 0.250 0.017 0.358
4897659 79.35 0.250 0.017 0.358
4897744 56.65 0.250 0.017 0.483
4897835 33.33 0.250 0.017 0.358
4897848 59.26 0.250 0.017 0.000
4897860 48.25 0.250 0.017 0.358
4897873 67.02 0.250 0.017 0.358
4898092 69.02 0.250 0.017 0.358
4898101 75.79 0.250 0.017 0.358
4898158 61.92 0.250 0.017 0.358
4898197 32.74 0.250 0.017 0.233
4898230 61.89 0.250 0.017 0.233
4898264 31.56 0.250 0.017 0.358
4898294 65.36 0.250 0.017 0.233
4898313 62.00 0.250 0.017 0.358
4898441 52.43 0.250 0.017 0.358
4898491 65.57 0.250 0.017 0.233
4898542 51.56 0.250 0.017 0.358
4898662 33.53 0.250 0.017 0.108
4898703 31.20 0.250 0.017 0.000
4899025 45.97 0.250 0.017 0.000
4899053 74.81 0.250 0.017 0.483
4899069 48.93 0.250 0.017 0.000
4899108 79.44 0.250 0.017 0.233
4899161 59.68 0.250 0.017 0.483
4899164 58.46 0.250 0.017 0.108
4899201 47.67 0.250 0.017 0.233
4899277 42.88 0.250 0.017 0.233
4899283 50.38 0.250 0.017 0.233
4899640 46.97 0.250 0.017 0.358
4900001 73.75 0.250 0.017 0.358
4900060 46.42 0.250 0.017 0.000
4900066 54.42 GD 3YR 0.250 0.017 0.000
4901167 60.73 0.250 0.017 0.608
4901482 71.57 0.250 0.017 0.358
4901928 55.43 0.250 0.017 0.108
4902035 40.45 0.250 0.017 0.483
4902061 78.67 0.250 0.017 0.108
4902099 61.54 0.250 0.017 0.108
4902210 18.24 0.250 0.017 0.000
4902238 69.80 0.250 0.017 0.233
4902295 72.50 0.250 0.017 0.000
4902322 67.90 0.250 0.017 0.000
4902439 57.50 0.250 0.017 0.483
4902468 61.74 0.250 0.017 0.483
4902592 55.14 0.250 0.017 0.483
4902931 80.00 0.250 0.017 0.483
4903150 77.19 0.250 0.017 0.000
4903280 28.56 0.250 0.017 0.108
4903524 59.88 0.250 0.017 0.483
4903528 62.40 0.250 0.017 0.358
4903682 65.96 0.250 0.017 0.000
4904032 80.00 0.250 0.017 0.108
4904036 53.01 0.250 0.017 0.000
4904200 53.04 0.250 0.017 0.233
4904643 59.38 0.250 0.017 0.233
4904746 76.46 0.250 0.017 0.358
4904969 60.15 0.250 0.017 0.000
4905067 80.00 0.250 0.017 0.000
4905685 55.61 0.250 0.017 0.608
4905767 72.12 0.250 0.017 0.358
4905869 48.53 0.250 0.017 0.358
4906088 56.45 0.250 0.017 0.233
4906136 69.39 0.250 0.017 0.000
4906795 45.65 0.250 0.017 0.000
4906869 68.42 0.250 0.017 0.000
4906954 78.23 0.250 0.017 0.233
4906972 52.42 0.250 0.017 0.733
4907185 51.47 0.250 0.017 0.000
4907310 86.67 0.250 0.017 0.000
4907386 38.75 0.250 0.017 0.483
4907505 80.00 0.250 0.017 0.483
4907724 79.99 0.250 0.017 0.000
4908055 62.30 0.250 0.017 0.483
4908168 52.44 0.250 0.017 0.000
4908309 33.33 0.250 0.017 0.358
4908625 62.41 0.250 0.017 0.233
4908779 52.40 0.250 0.017 0.233
4909096 68.97 0.250 0.017 0.483
4909100 75.00 0.250 0.017 0.733
4909200 60.71 0.250 0.017 0.233
4909260 75.00 0.250 0.017 0.358
4909536 72.25 0.250 0.017 0.233
4910065 63.49 0.250 0.017 0.358
4910288 75.00 0.250 0.017 0.000
4910467 65.12 0.250 0.017 0.358
4910533 70.00 0.250 0.017 0.358
4910549 51.08 0.250 0.017 0.483
4911021 61.23 0.250 0.017 0.000
4911162 73.32 0.250 0.017 0.233
4911187 70.00 0.250 0.017 0.608
4911189 69.95 0.250 0.017 0.108
4911678 68.80 0.250 0.017 0.483
4911936 77.96 0.250 0.017 0.858
4912063 55.00 0.250 0.017 0.233
4912091 77.29 0.250 0.017 0.358
4912429 43.93 0.250 0.017 0.233
4913310 79.99 0.250 0.017 0.000
4913587 69.91 0.250 0.017 0.358
4913766 80.00 0.250 0.017 0.233
4913796 48.42 0.250 0.017 0.000
4913816 51.05 0.250 0.017 0.233
4913842 80.00 0.250 0.017 0.108
4914595 42.46 0.250 0.017 0.000
4914858 68.86 0.250 0.017 0.983
4915047 80.00 0.250 0.017 0.358
4915283 57.90 0.250 0.017 0.358
4915409 67.31 0.250 0.017 0.608
4915443 54.35 0.250 0.017 1.108
4915904 79.62 0.250 0.017 0.358
4916327 62.95 0.250 0.017 0.000
4916537 62.64 0.250 0.017 0.483
4916671 64.71 0.250 0.017 0.000
4916819 68.87 GD 2YR 0.250 0.017 0.000
4916856 68.65 0.250 0.017 0.733
4917237 68.06 0.250 0.017 0.733
4917259 76.92 0.250 0.017 0.608
4917294 75.71 0.250 0.017 0.000
4917345 80.00 0.250 0.017 0.358
4917441 80.00 0.250 0.017 0.000
4917543 79.76 0.250 0.017 0.358
4917651 34.57 0.250 0.017 0.233
4917889 67.58 0.250 0.017 0.000
4917996 45.32 0.250 0.017 0.358
4918067 80.00 GD 3YR 0.250 0.017 0.233
4918107 64.20 0.250 0.017 0.000
4918118 59.21 0.250 0.017 0.108
4918164 70.00 0.250 0.017 0.608
4918205 46.34 0.250 0.017 0.000
4918365 75.60 0.250 0.017 0.358
4918713 45.45 0.250 0.017 0.733
4919087 74.35 0.250 0.017 0.608
4919253 79.37 0.250 0.017 0.608
4919274 73.68 0.250 0.017 0.483
4919319 62.86 0.250 0.017 0.358
4919372 75.53 0.250 0.017 0.358
4919398 68.07 0.250 0.017 0.000
4919401 56.00 0.250 0.017 0.358
4919470 65.78 0.250 0.017 0.483
4919476 67.71 0.250 0.017 0.000
4919859 69.91 0.250 0.017 0.233
4919874 53.20 0.250 0.017 0.358
4919982 70.00 0.250 0.017 0.000
4920188 54.05 0.250 0.017 0.108
4921097 59.25 0.250 0.017 0.608
4921199 75.00 0.250 0.017 0.483
4921295 49.27 0.250 0.017 0.000
4921620 62.21 0.250 0.017 0.233
4921638 78.47 0.250 0.017 0.233
4921678 74.76 0.250 0.017 0.358
4921693 78.59 0.250 0.017 0.483
4921707 61.83 0.250 0.017 0.000
4921743 74.18 0.250 0.017 0.000
4921764 71.73 0.250 0.017 0.233
4921777 61.13 0.250 0.017 0.483
4921842 76.38 0.250 0.017 0.000
4921890 75.00 0.250 0.017 0.483
4921958 78.91 0.250 0.017 0.108
4921972 51.28 0.250 0.017 0.608
4921990 64.54 0.250 0.017 0.483
4922013 77.07 0.250 0.017 0.233
4922014 95.00 1 0.250 0.017 0.733
4922034 90.00 11 0.250 0.017 0.733
4922077 74.13 0.250 0.017 0.233
4922336 80.00 0.250 0.017 0.108
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4927945 69.79 0.250 0.017 0.483
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4959173 46.67 0.250 0.017 0.358
4959176 66.00 0.250 0.017 0.108
4959181 73.13 0.250 0.017 0.233
4959182 45.45 0.250 0.017 0.108
4959184 72.77 0.250 0.017 0.358
4959185 67.92 0.250 0.017 0.108
4959188 44.65 0.250 0.017 0.733
4959189 73.85 0.250 0.017 0.733
4959192 61.36 0.250 0.017 0.483
4959195 57.74 0.250 0.017 0.858
4959237 50.58 0.250 0.017 0.233
4959249 77.83 0.250 0.017 0.358
4959271 68.28 0.250 0.017 0.108
4959275 75.52 0.250 0.017 0.000
4959279 70.83 0.250 0.017 0.483
4959285 41.45 0.250 0.017 0.608
4959301 58.86 0.250 0.017 0.358
4959385 55.56 0.250 0.017 0.483
4959394 60.74 0.250 0.017 0.358
4959416 70.67 0.250 0.017 0.608
4959448 66.03 GD 3YR 0.250 0.017 0.000
4959742 43.14 0.250 0.017 0.233
4960221 70.00 0.250 0.017 0.233
4960504 59.05 0.250 0.017 0.233
4960616 66.27 0.250 0.017 0.483
4960679 54.02 0.250 0.017 0.358
4960943 66.36 0.250 0.017 0.000
4961351 49.04 0.250 0.017 0.233
4961375 80.00 0.250 0.017 0.358
4961463 50.17 0.250 0.017 0.358
4965088 80.00 0.250 0.017 0.483
4966053 61.17 0.250 0.017 0.358
4969785 80.00 0.250 0.017 0.000
4972185 54.21 0.250 0.017 0.000
6482736 54.79 0.250 0.017 0.358
6558422 55.56 0.250 0.017 0.608
6628538 69.52 0.250 0.017 0.233
6757332 80.00 0.250 0.017 0.233
6763132 79.66 0.250 0.017 0.358
6769940 71.43 0.250 0.017 0.233
6786451 79.75 0.250 0.017 0.358
6794122 90.00 24 0.250 0.017 0.358
6843087 80.00 0.250 0.017 0.000
6844896 69.74 0.250 0.017 0.608
6848943 70.00 0.250 0.017 0.483
6853138 69.99 0.250 0.017 0.358
6910065 80.00 0.250 0.017 0.108
6971226 69.90 0.250 0.017 0.000
6982381 78.82 0.250 0.017 0.483
7003337 67.93 0.250 0.017 0.858
7037905 89.99 6 0.250 0.017 0.733
7048216 61.54 0.250 0.017 0.358
7071413 66.67 0.250 0.017 0.733
7081457 57.27 0.250 0.017 0.483
7089494 60.47 0.250 0.017 0.858
7123858 80.00 0.250 0.017 0.358
7136701 47.62 0.250 0.017 0.483
7155137 54.10 0.250 0.017 0.108
7163066 68.89 0.250 0.017 0.608
7165958 78.13 0.250 0.017 0.108
7166915 69.41 0.250 0.017 0.358
7169379 76.49 0.250 0.017 0.358
7180594 73.20 0.250 0.017 0.483
7182016 76.92 0.250 0.017 0.000
7182949 56.57 0.250 0.017 0.358
7185644 59.57 0.250 0.017 0.483
7186657 64.29 0.250 0.017 0.358
7188479 80.00 0.250 0.017 0.108
7188803 75.00 0.250 0.017 0.483
7189876 77.40 0.250 0.017 0.358
7191630 79.99 0.250 0.017 0.000
7192794 39.02 0.250 0.017 0.358
7196802 51.60 0.250 0.017 0.483
7200472 63.75 0.250 0.017 0.858
7210406 70.00 0.250 0.017 0.358
7210499 70.00 0.250 0.017 0.358
7212591 50.08 0.250 0.017 0.608
7215314 62.22 0.250 0.017 0.358
7217750 71.98 0.250 0.017 0.483
7218264 80.00 0.250 0.017 0.483
7227596 80.00 0.250 0.017 0.233
7228597 61.57 0.250 0.017 0.358
7228855 73.89 0.250 0.017 0.000
7229315 70.10 0.250 0.017 0.233
7229452 61.51 0.250 0.017 0.358
7232165 70.00 0.250 0.017 0.358
7232791 64.12 0.250 0.017 0.233
7233308 80.00 0.250 0.017 0.233
7234014 62.26 0.250 0.017 0.608
7251558 47.62 0.250 0.017 0.233
7257157 60.10 0.250 0.017 0.483
7258652 69.62 0.250 0.017 0.108
7276500 65.00 0.250 0.017 0.358
7277045 69.94 0.250 0.017 0.358
7277221 63.85 0.250 0.017 0.000
7278717 69.23 0.250 0.017 0.000
7278767 37.84 0.250 0.017 0.358
7284068 66.00 0.250 0.017 0.233
7285214 77.78 0.250 0.017 0.358
7286407 56.40 0.250 0.017 0.358
7288194 45.26 0.250 0.017 0.483
7288815 78.12 0.250 0.017 0.358
7290099 80.00 0.250 0.017 0.358
7290913 77.27 0.250 0.017 0.358
7291367 46.32 0.250 0.017 0.358
7291589 79.55 0.250 0.017 0.233
7294472 61.00 0.250 0.017 0.233
7294900 49.98 0.250 0.017 0.358
7295342 70.00 0.250 0.017 0.358
7295381 49.33 0.250 0.017 0.108
7300314 74.03 0.250 0.017 0.233
7309189 60.97 0.250 0.017 0.108
7310882 75.00 0.250 0.017 0.733
7313879 68.75 0.250 0.017 0.358
7316856 80.00 0.250 0.017 0.000
7317112 86.59 6 0.250 0.017 0.358
7317315 67.60 0.250 0.017 0.358
7317840 69.14 0.250 0.017 0.000
7318345 54.67 0.250 0.017 0.108
7319346 66.98 0.250 0.017 0.358
7320412 56.00 0.250 0.017 0.000
7320697 77.55 0.250 0.017 0.483
7321224 61.64 0.250 0.017 0.000
7321688 66.56 0.250 0.017 0.233
7322289 76.09 0.250 0.017 0.483
7322805 62.11 0.250 0.017 0.358
7323417 62.72 0.250 0.017 0.483
7323880 34.67 0.250 0.017 0.483
7325903 69.04 0.250 0.017 0.608
7327803 42.38 0.250 0.017 0.233
7327920 50.19 0.250 0.017 0.358
7328167 67.44 0.250 0.017 0.233
7335549 31.67 0.250 0.017 0.233
7335599 42.86 0.250 0.017 0.233
7336880 73.32 0.250 0.017 0.733
7337667 34.00 0.250 0.017 0.000
7339742 68.94 0.250 0.017 0.358
7339761 80.00 0.250 0.017 0.000
7339917 55.64 0.250 0.017 0.233
7342196 25.00 0.250 0.017 0.483
7342683 37.91 0.250 0.017 0.233
7342982 52.38 0.250 0.017 0.483
7343721 49.16 0.250 0.017 0.233
7344226 52.22 0.250 0.017 0.000
7345477 71.73 0.250 0.017 0.233
7345730 47.27 0.250 0.017 0.483
7345864 66.00 0.250 0.017 0.483
7348026 61.25 0.250 0.017 0.483
7348258 63.16 0.250 0.017 0.358
7348755 74.80 0.250 0.017 0.358
7349381 26.29 0.250 0.017 0.233
7349425 49.68 0.250 0.017 0.483
7349478 75.00 0.250 0.017 0.000
7351191 71.01 0.250 0.017 0.483
7351215 69.10 0.250 0.017 0.233
7351350 67.34 0.250 0.017 0.000
7351681 33.76 0.250 0.017 0.000
7351715 77.10 0.250 0.017 0.108
7351751 70.02 0.250 0.017 0.233
7352457 66.00 0.250 0.017 0.108
7354323 73.89 0.250 0.017 0.108
7354523 68.97 0.250 0.017 0.233
7354886 53.94 0.250 0.017 0.000
7355077 90.00 6 0.250 0.017 0.733
7355117 79.46 0.250 0.017 0.233
7355150 61.45 0.250 0.017 0.000
7355718 67.37 0.250 0.017 0.233
7355743 77.48 0.250 0.017 0.233
7355776 55.45 0.250 0.017 0.233
7356008 70.59 0.250 0.017 0.108
7356358 60.00 0.250 0.017 0.233
7356486 69.09 0.250 0.017 0.000
7356527 79.07 0.250 0.017 0.000
7359767 66.94 0.250 0.017 0.233
7360127 61.00 0.250 0.017 0.000
7360234 63.37 0.250 0.017 0.358
7360707 57.14 0.250 0.017 0.233
7361494 70.00 0.250 0.017 0.733
7362596 78.11 0.250 0.017 0.358
7362742 85.00 1 0.250 0.017 0.358
7362753 56.44 0.250 0.017 0.358
7363812 46.59 0.250 0.017 0.358
7364097 67.83 0.250 0.017 0.733
7364484 55.72 0.250 0.017 0.000
7364622 59.69 0.250 0.017 0.000
7365015 65.00 0.250 0.017 0.608
7366682 76.70 0.250 0.017 0.358
7366979 41.94 0.250 0.017 0.608
7368003 55.00 0.250 0.017 0.358
7370095 84.81 17 0.250 0.017 0.358
7370295 73.88 0.250 0.017 0.233
7372522 67.14 0.250 0.017 0.483
7374076 41.80 0.250 0.017 0.483
7374458 51.81 0.250 0.017 0.733
7376130 51.06 0.250 0.017 0.608
7377213 50.00 0.250 0.017 0.233
7378731 41.63 0.250 0.017 0.233
7380772 36.36 0.250 0.017 0.483
7380923 53.83 0.250 0.017 0.358
7381644 74.67 0.250 0.017 0.233
7381724 65.11 0.250 0.017 0.608
7381938 56.91 0.250 0.017 0.858
7382183 55.29 0.250 0.017 0.483
7383223 75.00 0.250 0.017 0.608
7383528 69.89 0.250 0.017 0.233
7383557 70.00 0.250 0.017 0.483
7385974 65.19 0.250 0.017 0.000
7386523 80.00 0.250 0.017 0.000
7386692 80.00 0.250 0.017 0.858
7386746 55.53 0.250 0.017 0.358
7387380 74.93 0.250 0.017 0.358
7389106 74.03 0.250 0.017 0.108
7390526 70.00 0.250 0.017 0.000
7390720 74.93 0.250 0.017 0.358
7393013 80.00 0.250 0.017 0.483
7395744 70.88 0.250 0.017 0.108
7396592 33.33 0.250 0.017 0.483
7396699 53.95 0.250 0.017 0.000
7398524 77.94 0.250 0.017 0.358
7399560 72.73 0.250 0.017 0.358
7400290 40.12 0.250 0.017 0.000
7400621 69.43 0.250 0.017 0.108
7400780 58.07 0.250 0.017 0.483
7400784 78.75 0.250 0.017 0.483
7401528 70.00 0.250 0.017 0.233
7401675 69.65 0.250 0.017 0.108
7401930 76.45 0.250 0.017 1.108
7404769 70.00 0.250 0.017 0.000
7406776 46.64 0.250 0.017 0.358
7407529 56.24 0.250 0.017 0.000
7410419 50.85 0.250 0.017 0.108
7416235 55.56 0.250 0.017 0.733
7418551 50.76 0.250 0.017 0.733
7419580 76.56 0.250 0.017 0.483
7420106 28.57 0.250 0.017 0.233
7422240 35.76 0.250 0.017 0.108
7423180 80.00 0.250 0.017 0.858
7424540 80.00 0.250 0.017 0.483
7424617 73.13 0.250 0.017 0.108
7424863 68.66 0.250 0.017 0.000
7426301 76.29 0.250 0.017 0.483
7426967 80.00 0.250 0.017 0.983
7430278 49.74 0.250 0.017 0.108
7432783 80.00 0.250 0.017 0.233
7433278 48.20 0.250 0.017 0.000
7434919 70.00 0.250 0.017 0.233
7436213 56.96 0.250 0.017 0.733
7436434 61.77 0.250 0.017 0.000
7436866 65.57 0.250 0.017 0.108
7437929 56.32 0.250 0.017 0.858
7440643 38.63 0.250 0.017 0.358
7442094 59.88 0.250 0.017 0.233
7444002 52.86 0.250 0.017 0.483
7444050 27.50 0.250 0.017 0.483
7444070 75.00 0.250 0.017 0.000
7444272 31.00 0.250 0.017 0.483
7444524 70.00 0.250 0.017 0.483
7445348 53.85 0.250 0.017 0.733
7445373 68.60 0.250 0.017 0.733
7446504 89.87 17 0.250 0.017 1.108
7447245 24.39 0.250 0.017 0.483
7450799 65.48 0.250 0.017 0.358
7452246 65.00 0.250 0.017 0.483
7452853 80.00 0.250 0.017 0.233
7453813 66.56 0.250 0.017 0.358
7454052 68.80 0.250 0.017 0.233
7455072 80.00 0.250 0.017 0.483
7456467 67.93 0.250 0.017 0.108
7464614 68.13 0.250 0.017 0.858
7465845 75.00 0.250 0.017 0.108
7469884 80.00 0.250 0.017 0.983
7471609 70.00 0.250 0.017 0.358
7473760 70.00 0.250 0.017 0.000
7476470 62.22 0.250 0.017 0.608
7478138 77.78 0.250 0.017 0.358
7480444 33.78 0.250 0.017 0.608
7482977 59.69 0.250 0.017 0.000
7487048 58.54 0.250 0.017 0.233
7490645 51.00 0.250 0.017 0.358
7495994 60.90 0.250 0.017 0.000
7497155 58.00 0.250 0.017 0.358
7499762 59.09 0.250 0.017 0.483
7507107 73.13 0.250 0.017 0.233
7507366 66.04 0.250 0.017 0.000
7510078 69.77 0.250 0.017 0.108
7510939 40.00 0.250 0.017 0.358
7516736 74.52 0.250 0.017 0.358
7529857 56.76 0.250 0.017 0.358
7530898 80.00 0.250 0.017 0.358
7533028 33.77 0.250 0.017 0.483
7548633 78.97 0.250 0.017 0.733
7549807 62.50 0.250 0.017 0.000
COUNT: 1071
WAC: 6.802647404
WAM: 177.5739493
WALTV: 63.44978431
</TABLE>
<PAGE>
EXHIBIT F-3
NASCOR
NMI / 1999-05 Exhibit F-3 (Part A)
15 YEAR FIXED RATE RELOCATION AND 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>
4802800 LITTLE ROCK AR 72212 SFD 725% 6.250 $3,725.00 156 1-Jul-11 $345,009.76
4910889 ENID OK 73703 SFD 700% 6.250 $2,831.31 180 1-Dec-13 $313,006.58
4929046 TULSA OK 74136 SFD 700% 6.250 $2,552.67 180 1-Dec-13 $282,202.76
4959658 BELLAIRE TX 77401 SFD 663% 6.250 $2,291.56 180 1-Nov-13 $258,434.02
4959663 FRIENDSWOOD TX 77546 SFD 675% 6.250 $3,168.86 180 1-Nov-13 $354,616.84
4959671 SCOTTSDALE AZ 85260 SFD 700% 6.250 $1,411.16 180 1-Nov-13 $155,360.40
4959683 PHOENIX AZ 85016 SFD 675% 6.250 $1,769.82 180 1-Oct-13 $197,398.88
4959689 ORINDA CA 94563 SFD 688% 6.250 $4,102.53 180 1-Nov-13 $455,573.40
4959695 BEVERLY HILLS CA 90210 SFD 713% 6.250 $9,058.31 180 1-Nov-13 $990,581.87
4959698 DIAMOND BAR CA 91765 SFD 675% 6.250 $2,870.60 120 1-Oct-08 $244,092.99
4959702 SAN JOSE CA 95125 SFD 700% 6.250 $3,244.77 180 1-Nov-13 $357,563.22
4959705 EUGENE OR 97401 SFD 663% 6.250 $3,292.48 180 1-Nov-13 $371,313.21
4959709 LA JOLLA CA 92037 SFD 700% 6.250 $4,260.45 180 1-Nov-13 $469,487.43
4959710 POWAY CA 92064 SFD 675% 6.250 $3,477.69 180 1-Nov-13 $389,177.39
4959711 FREMONT CA 94539 SFD 688% 6.250 $2,630.97 180 1-Nov-13 $292,161.19
4959736 FREEMONT CA 94539 SFD 700% 6.250 $2,561.66 180 1-Nov-13 $282,286.75
4959741 NEWPORT COAST AREA CA 92657 LCO 688% 6.250 $3,121.49 180 1-Nov-13 $346,631.93
4959755 LA CRESCENTA CA 91214 SFD 675% 6.250 $2,300.76 180 1-Oct-13 $256,618.55
4959757 ROWLAND HEIGHTS CA 91748 SFD 700% 6.250 $2,651.54 180 1-Nov-13 $292,191.55
4959758 DENVER CO 80220 SFD 688% 6.250 $2,265.31 180 1-Nov-13 $251,555.75
4959769 SAN ANTONIO TX 78230 SFD 700% 6.250 $2,247.07 180 1-Nov-13 $247,619.95
4959775 CERRITOS CA 90701 SFD 700% 6.250 $2,871.76 180 1-Nov-13 $316,458.30
4959781 COVE BEACH OR 97110 SFD 675% 6.250 $3,628.13 180 1-Nov-13 $406,012.01
4959791 RANCHO SANTA FE CA 92067 SFD 663% 6.250 $2,651.54 180 1-Nov-13 $296,311.62
4959793 ROLLING HILLS ESTATES CA 90274 SFD 700% 6.250 $5,136.80 180 1-Nov-13 $566,059.23
4959802 FREMONT CA 94539 SFD 688% 6.250 $3,567.42 180 1-Dec-13 $397,038.90
4959806 SALT LAKE CITY UT 84108 SFD 663% 6.250 $3,143.22 180 1-Nov-13 $354,012.51
4959808 LOS ANGELES CA 90049 SFD 675% 6.250 $3,716.62 180 1-Nov-13 $415,914.74
4959818 COPPELL TX 75019 SFD 675% 6.250 $3,840.51 180 1-Dec-13 $431,193.61
4959825 BELLAIRE TX 77401 SFD 650% 6.233 $2,517.06 180 1-Nov-13 $284,980.25
4959833 RANCHO PALOS VERDES CA 90274 SFD 700% 6.250 $6,323.26 180 1-Nov-13 $696,802.55
4959843 ARCADIA CA 91006 SFD 675% 6.250 $3,539.64 180 1-Nov-13 $396,109.28
4959845 HOUSTON TX 77005 SFD 675% 6.250 $4,924.52 180 1-Nov-13 $551,087.04
4959849 SOLANA BEACH CA 92075 SFD 688% 6.250 $3,513.91 180 1-Dec-13 $391,479.56
4959855 SAN FRANCISCO CA 94127 SFD 688% 6.250 $4,040.10 180 1-Nov-13 $448,640.76
4959985 HOUSTON TX 77056 HCO 638% 6.108 $2,605.84 180 1-Dec-13 $299,501.58
4959991 NEWPORT BEACH CA 92625 SFD 688% 6.250 $3,344.45 180 1-Nov-13 $371,279.32
4959993 SAN JOSE CA 95120 SFD 688% 6.250 $3,076.90 180 1-Dec-13 $342,793.02
4959994 NEWPORT BEACH CA 92660 SFD 688% 6.250 $8,918.53 180 1-Oct-13 $987,131.47
4959998 VANCOUVER WA 98661 SFD 688% 6.250 $8,325.46 180 1-May-13 $905,648.86
4960002 SAN FRANCISCO CA 94109 SFD 700% 6.250 $5,842.38 180 1-Oct-13 $641,725.09
4960010 CUPERTINO CA 95014 SFD 700% 6.250 $2,896.02 180 1-Oct-13 $318,098.21
4960013 SAN JOSE CA 95120 SFD 675% 6.250 $2,420.23 180 1-Nov-13 $270,839.72
4960020 GALVESTON TX 77551 SFD 675% 6.250 $2,193.25 180 1-Nov-13 $245,432.42
4960022 GILBERT AZ 85234 PUD 713% 6.250 $1,100.58 180 1-May-13 $118,005.26
4960029 MILPITAS CA 95035 SFD 675% 6.250 $2,937.90 180 1-Dec-13 $329,853.18
4960036 SARATOGA CA 95070 SFD 675% 6.250 $3,955.55 180 1-Dec-13 $444,109.55
4960041 SARATOGA CA 95070 SFD 675% 6.250 $2,929.05 180 1-Dec-13 $328,507.18
4960045 FREMONT CA 94539 SFD 663% 6.250 $3,081.76 180 1-Dec-13 $348,705.79
4960052 SAN JOSE CA 95120 SFD 675% 6.250 $2,760.92 180 1-Dec-13 $309,982.50
4960055 MT ANGEL OR 97362 SFD 750% 6.250 $1,019.71 180 1-Nov-13 $108,997.12
4960059 SAN JOSE CA 95120 SFD 675% 6.250 $2,499.87 180 1-Nov-13 $279,752.18
4960065 BOULDER CREEK CA 95006 SFD 688% 6.250 $4,343.33 180 1-Nov-13 $478,876.47
4960069 PALO ALTO CA 94304 SFD 675% 6.250 $3,592.73 180 1-Dec-13 $403,374.68
4960081 LOS GATOS CA 95030 SFD 688% 6.250 $5,226.27 180 1-Nov-13 $580,360.88
4960086 FRESNO TX 77545 SFD 650% 6.233 $3,588.96 180 1-Nov-13 $407,906.02
4960090 SUNNYVALE CA 94087 SFD 675% 6.250 $2,774.19 180 1-Nov-13 $310,450.65
4960106 BURR RIDGE IL 60521 SFD 650% 6.233 $2,961.77 180 1-Nov-13 $336,621.46
4960110 LONG BEACH CA 90803 SFD 675% 6.250 $4,380.30 180 1-Nov-13 $490,185.25
4960116 SAN FRANCISCO CA 94121 SFD 663% 6.250 $2,493.50 180 1-Dec-13 $282,143.73
4960119 SUNNYVALE CA 94087 SFD 675% 6.250 $2,920.20 180 1-Dec-13 $327,664.99
4960125 PALO ALTO CA 94306 SFD 675% 6.250 $4,424.55 180 1-Dec-13 $496,766.83
4960131 SAN ANTONIO TX 78259 SFD 675% 6.250 $520.68 180 1-Nov-13 $58,267.68
4960132 FREMONT CA 94539 SFD 700% 6.250 $2,898.72 180 1-Dec-13 $320,459.12
4960144 CUPERTINO CA 95014 SFD 688% 6.250 $2,675.56 180 1-Dec-13 $298,080.90
4960146 SCOTTSDALE AZ 85258 SFD 663% 6.250 $2,151.08 180 1-Dec-13 $243,398.64
4960149 SARATOGA CA 95070 SFD 675% 6.250 $3,650.25 180 1-Nov-13 $408,487.70
4960154 BELLAIRE TX 77401 SFD 625% 5.983 $3,310.51 180 1-Dec-13 $383,203.09
4960156 SARATOGA CA 95070 SFD 675% 6.250 $4,867.00 180 1-Dec-13 $546,443.53
4960168 FREMONT CA 94539 SFD 663% 6.250 $3,222.24 180 1-Nov-13 $363,391.87
4960177 HOUSTON TX 77079 SFD 650% 6.233 $2,613.32 180 1-Dec-13 $298,018.01
4960179 HOUSTON TX 77024 SFD 625% 5.983 $4,867.59 180 1-Nov-13 $561,937.63
4960180 SUNNYVALE CA 94087 SFD 675% 6.250 $2,637.03 180 1-Nov-13 $295,101.42
4960186 LOS ANGELES CA 91311 SFD 725% 6.250 $3,195.02 180 1-Oct-13 $345,528.94
4960200 PARADISE VALLEY AZ 85253 SFD 663% 6.250 $2,853.48 180 1-Dec-13 $322,875.73
4960201 HOUSTON TX 77005 SFD 713% 6.250 $4,546.39 120 1-May-08 $368,806.79
4960220 PARK CITY UT 84060 THS 725% 6.250 $9,127.72 180 1-Jun-13 $974,678.22
4960287 LA CANADA FLINTRIDGE CA 91011 SFD 713% 6.250 $7,953.20 180 1-Oct-13 $866,941.71
4960293 WOODRIDGE IL 60517 SFD 700% 6.250 $2,247.07 180 1-Nov-13 $247,619.95
4960657 STUDIO CITY CA 91604 SFD 700% 6.250 $6,269.33 180 1-Dec-13 $693,086.00
4960660 SAN DIEGO CA 92014 SFD 663% 6.250 $5,048.46 180 1-Oct-13 $567,441.77
4960800 ELBERT CO 80106 SFD 663% 6.250 $2,519.84 180 1-Dec-13 $284,924.12
4960807 SAN JOSE CA 95133 SFD 663% 6.250 $2,458.38 180 1-Dec-13 $278,169.87
4960817 PALO ALTO CA 94306 SFD 675% 6.250 $4,159.07 180 1-Nov-13 $465,428.42
4960830 PORTLAND OR 97230 SFD 663% 6.250 $1,176.51 180 1-Nov-13 $132,682.60
4960834 RANCHO SANTA FE CA 92067 SFD 700% 6.250 $4,044.73 180 1-Nov-13 $445,715.92
4960935 ENCINO CA 91436 SFD 688% 6.250 $2,766.53 180 1-Dec-13 $307,477.98
4960946 FREMONT CA 94539 SFD 675% 6.250 $4,336.06 180 1-Dec-13 $486,569.87
4960971 ENCINITAS CA 92024 SFD 688% 6.250 $3,706.99 180 1-Dec-13 $412,991.08
4877984 YARMOUTH ME 04096 SFD 700% 6.250 $2,786.37 180 1-Nov-13 $307,048.74
4696709 ST PAUL MN 55116 SFD 738% 6.250 $2,759.77 180 1-Dec-12 $286,650.60
4885247 WEST BLOOMFIELD MI 48323 SFD 713% 6.250 $3,034.53 180 1-Jul-13 $327,550.07
4885751 LOS ANGELES CA 90046 SFD 725% 6.250 $2,966.80 180 1-Aug-13 $314,397.03
4886576 HENDERSONVILLE TN 37075 SFD 725% 6.250 $2,387.14 180 1-Sep-13 $257,414.72
4887227 LITTLETON CO 80126 SFD 713% 6.250 $3,043.60 180 1-Sep-13 $330,694.36
4907081 EVERGREEN CO 80439 SFD 725% 6.250 $2,248.84 180 1-Oct-13 $242,274.38
4910074 CORDOVA TN 38018 SFD 713% 6.250 $4,963.96 180 1-Sep-13 $539,346.81
4916075 BENNINGTON NE 68007 SFD 625% 5.983 $2,640.86 180 1-Dec-13 $305,921.22
4891643 HEBER SPRINGS AR 72593 SFD 663% 6.250 $3,072.98 180 1-Nov-13 $346,559.00
4927033 BIRMINGHAM AL 35213 SFD 663% 6.250 $5,408.44 180 1-Dec-13 $611,882.14
4857502 LAUREL HOLLOW NY 11791 SFD 750% 6.250 $3,397.51 180 1-Jun-13 $357,448.78
4899567 BOXBORO MA 01719 SFD 650% 6.233 $2,264.88 180 1-Aug-13 $254,790.61
4900603 CHANDLER AZ 85248 SFD 725% 6.250 $2,399.01 180 1-Aug-13 $256,628.59
4890076 ANNANDALE NJ 08801 SFD 675% 6.250 $2,345.02 180 1-Dec-13 $263,034.95
4915197 ALBANY GA 31707 SFD 663% 6.250 $2,194.99 180 1-Nov-13 $247,542.14
4929894 HARRISON NY 10580 SFD 688% 6.250 $3,656.61 180 1-Oct-13 $404,724.27
4929916 BIG BEAR CITY CA 92253 SFD 713% 6.250 $1,125.49 180 1-Sep-13 $122,187.47
4929923 MASSAPEQUA PARK NY 11762 SFD 638% 6.108 $2,454.47 180 1-Oct-13 $280,186.88
4930121 PIPERSVILLE PA 18947 SFD 750% 6.250 $3,708.05 180 1-Oct-13 $395,122.31
4930142 JEDDO MI 48032 SFD 713% 6.250 $606.90 180 1-Oct-13 $65,951.14
4930183 WHITE POST VA 22663 SFD 700% 6.250 $6,022.14 180 1-Oct-13 $661,470.50
4930398 BRONXVILLE NY 10708 SFD 713% 6.250 $3,861.11 180 1-Sep-13 $419,519.29
4930413 WESTON FL 33331 PUD 700% 6.250 $3,595.31 180 1-Oct-13 $394,907.75
4930422 SAINT LOUIS MO 63141 SFD 788% 6.250 $474.22 180 1-Oct-13 $49,409.85
4930449 CINCINNATI OH 45227 SFD 713% 6.250 $226.46 180 1-Oct-13 $24,685.12
4930459 NEW YORK NY 11023 LCO 663% 6.250 $4,389.97 180 1-Oct-13 $493,427.61
4930471 FRANKLIN TN 37064 SFD 700% 6.250 $1,483.07 180 1-Oct-13 $162,899.43
4930591 NOBLESVILLE IN 46060 SFD 625% 5.983 $974.04 180 1-Oct-13 $112,058.52
4930602 BROWNSBORO AL 35741 SFD 700% 6.250 $3,056.01 180 1-Oct-13 $335,671.60
4930615 LEMONT IL 60439 SFD 700% 6.250 $1,285.33 180 1-Oct-13 $140,644.54
4930635 HONEY BROOK PA 19344 SFD 650% 6.233 $479.11 180 1-Oct-13 $54,269.33
4930645 TROY MI 48083 SFD 713% 6.250 $1,753.69 180 1-Sep-13 $190,296.05
4930654 PONTE VEDRA BEACH FL 32082 SFD 650% 6.233 $3,440.88 180 1-Mar-13 $374,710.88
4930659 TIDES OF CHESAPEAK VA 22539 SFD 688% 6.250 $891.85 180 1-Oct-13 $98,411.54
4930689 BRICK TOWNSHIP NJ 08723 SFD 763% 6.250 $1,531.97 180 1-Sep-12 $154,196.09
4930695 TULARE CA 93274 SFD 800% 6.250 $688.07 180 1-Jul-12 $67,800.28
4931007 JOHNSON CITY TN 37601 SFD 700% 6.250 $368.52 180 1-Oct-13 $40,478.04
4859420 ALPHARETTA GA 30201 SFD 800% 6.250 $5,124.69 180 1-Jul-13 $525,182.79
4947036 COLUMBUS OH 43221 SFD 650% 6.233 $4,616.87 180 1-Nov-13 $524,733.47
4947044 SCOTTSDALE AZ 85255 SFD 700% 6.250 $2,567.06 180 1-Dec-13 $283,792.62
4947049 EDWARDS CO 81632 SFD 688% 6.250 $5,306.02 180 1-Nov-13 $589,217.85
4947051 PLANO TX 75093 PUD 700% 6.250 $3,087.48 180 1-Nov-13 $340,229.81
4947054 GROSSE PONTIE FARMS MI 48236 SFD 700% 6.250 $2,570.65 180 1-Dec-13 $284,190.10
4947055 EAST GREENWICH RI 02818 SFD 688% 6.250 $2,318.83 180 1-Dec-13 $258,336.75
4947059 MESA AZ 85204 SFD 688% 6.250 $2,639.89 180 1-Dec-13 $294,106.47
4947061 MIDLOTHIAN VA 23113 SFD 675% 6.250 $3,088.34 180 1-Dec-13 $346,743.25
4947064 WESTON MA 02493 SFD 688% 6.250 $3,567.42 180 1-Nov-13 $396,150.78
4947067 IPSWICH MA 01938 SFD 663% 6.250 $2,458.39 180 1-Dec-13 $278,169.85
4947078 SAVANNAH GA 31401 SFD 675% 6.250 $2,557.39 180 1-Dec-13 $287,131.23
4947082 WASHINGTON TOWNSHIP NJ 08080 SFD 663% 6.250 $3,072.98 180 1-Nov-13 $346,559.00
4947090 PITTSBURG PA 15241 SFD 725% 6.250 $2,282.16 180 1-Nov-13 $247,670.75
4947114 PLANO TX 75093 SFD 625% 5.983 $3,658.63 180 1-Nov-13 $422,368.83
4947149 ATLANTA GA 30307 SFD 675% 6.250 $3,206.92 180 1-Nov-13 $358,828.84
4947159 PROSPECT KY 40059 SFD 688% 6.250 $2,782.59 180 1-Dec-13 $310,004.10
4947167 BROOKFIELD WI 53045 SFD 663% 6.250 $3,371.50 180 1-Dec-13 $381,423.14
4947175 KENNESAW GA 30152 SFD 675% 6.250 $4,305.97 180 1-Dec-13 $483,453.49
4947180 WESTWOOD MA 02090 SFD 688% 6.250 $2,809.35 180 1-Dec-13 $312,984.92
4947181 NAPLES FL 34108 SFD 675% 6.250 $3,318.42 180 1-Nov-13 $371,352.42
4947183 ISLE OF PALMS SC 29451 SFD 675% 6.250 $5,720.06 180 1-Oct-13 $637,993.16
4947189 COROLLA NC 27927 SFD 725% 6.250 $2,811.62 180 1-Nov-13 $305,130.37
4947327 BOULDER CO 80304 SFD 688% 6.250 $2,836.10 180 1-Nov-13 $314,939.86
4947338 SPRINGBORO OH 45066 SFD 688% 6.250 $2,586.38 180 1-Nov-13 $287,209.31
4947346 ATLANTA GA 30327 SFD 700% 6.250 $2,820.98 180 1-Nov-13 $310,862.08
4947361 TUCSON AZ 85719 SFD 650% 6.233 $2,221.33 180 1-Dec-13 $253,315.29
4947389 LEWISBERRY PA 17339 SFD 638% 6.108 $2,281.63 180 1-Nov-13 $261,348.57
4947410 MEDFIELD MA 02052 SFD 688% 6.250 $4,387.93 180 1-Nov-13 $487,265.44
4947424 TARZANA CA 91356 SFD 688% 6.250 $3,540.67 180 1-Nov-13 $393,179.63
4953186 LITTLETON CO 80121 SFD 675% 6.250 $3,911.30 180 1-Dec-13 $439,141.88
4953191 BRIGHTON CO 80601 SFD 738% 6.250 $2,299.81 180 1-Nov-13 $247,695.85
4953206 GLEN ELLYN IL 60137 SFD 663% 6.250 $2,370.59 180 1-Nov-13 $267,345.50
4953230 MESA AZ 85213 SFD 688% 6.250 $3,210.68 180 1-Dec-13 $357,697.06
4953251 NORTHBROOK IL 60062 SFD 738% 6.250 $2,511.39 180 1-Dec-13 $271,327.72
4953259 PLANO TX 75093 SFD 700% 6.250 $2,694.69 180 1-Dec-13 $297,902.77
4953271 WARREN NJ 07059 SFD 663% 6.250 $4,389.97 180 1-Dec-13 $496,731.90
4953281 EAST LANSING MI 48823 SFD 725% 6.250 $2,382.58 180 1-Jul-13 $255,256.81
4953511 MORTON IL 61550 SFD 688% 6.250 $4,887.36 180 1-Jan-14 $546,252.22
4953645 EAU CLAIRE WI 54701 SFD 675% 6.250 $3,235.23 180 1-Dec-13 $363,235.91
4953665 BARGERSVILLE IN 46106 SFD 688% 6.250 $2,780.81 180 1-Dec-13 $309,805.39
4953670 CONCORD MA 01742 SFD 688% 6.250 $3,059.07 180 1-Dec-13 $340,805.80
4953677 WASHINGTON DC 20016 SFD 700% 6.250 $2,381.90 180 1-Dec-13 $263,322.99
4953688 GILBERT AZ 85234 SFD 688% 6.250 $2,354.50 180 1-Dec-13 $262,311.18
4953697 ATLANTA GA 30327 SFD 688% 6.250 $3,121.50 180 1-Dec-13 $347,761.02
4954012 PENNINGTON NJ 08534 SFD 625% 5.983 $2,336.74 180 1-Dec-13 $270,691.60
4954022 WHEATON IL 60187 SFD 700% 6.250 $2,247.08 180 1-Nov-13 $247,619.92
4954071 CINCINNATI OH 45244 SFD 663% 6.250 $2,484.73 180 1-Nov-13 $280,217.69
4954082 HOLLAND MI 49424 SFD 700% 6.250 $3,864.97 180 1-Dec-13 $427,278.81
4954107 SCOTTSDALE AZ 85262 SFD 725% 6.250 $2,785.14 180 1-Sep-13 $300,333.61
4954109 VENICE CA 90291 SFD 725% 6.250 $3,140.25 180 1-Nov-13 $340,794.96
4954117 MESA AZ 85213 SFD 700% 6.250 $2,089.78 180 1-Nov-13 $230,286.55
4907351 BELTON TX 76513 SFD 750% 6.250 $557.90 120 1-Aug-08 $45,390.13
4907370 ORLAND PARK IL 60462 SFD 725% 6.250 $684.65 180 1-Sep-13 $73,828.31
4907445 SPRING VALLEY CA 91978 SFD 738% 6.250 $588.76 180 1-Sep-13 $61,344.42
4945964 MADISON MN 56256 SFD 688% 6.250 $365.67 180 1-Nov-13 $40,605.43
$63,418,498.98
</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> <S>
4802800 24.23 0.733
4910889 70.00 0.483
4929046 80.00 0.483
4959658 42.79 0.108
4959663 60.69 0.233
4959671 49.06 0.483
4959683 44.54 0.233
4959689 54.12 0.358
4959695 68.97 0.608
4959698 62.50 0.233
4959702 66.24 0.483
4959705 62.50 0.108
4959709 57.11 0.483
4959710 56.14 0.233
4959711 49.17 0.358
4959736 52.78 0.483
4959741 72.92 0.358
4959755 73.86 0.233
4959757 74.49 0.483
4959758 59.76 0.358
4959769 70.42 0.483
4959775 65.88 0.483
4959781 80.00 0.233
4959791 54.91 0.108
4959793 63.50 0.483
4959802 55.56 0.358
4959806 74.58 0.108
4959808 57.14 0.233
4959818 73.87 0.233
4959825 78.63 0.000
4959833 39.08 0.483
4959843 73.39 0.233
4959845 70.00 0.233
4959849 64.07 0.358
4959855 63.80 0.358
4959985 37.78 0.000
4959991 75.00 0.358
4959993 72.25 0.358
4959994 64.52 0.358
4959998 66.68 0.358
4960002 40.63 0.483
4960010 43.84 0.483
4960013 69.24 0.233
4960020 72.90 0.233
4960022 93.46 13 0.608
4960029 65.10 0.233
4960036 61.66 0.233
4960041 38.94 0.233
4960045 35.28 0.108
4960052 58.87 0.233
4960055 55.00 0.983
4960059 55.94 0.233
4960065 60.88 0.358
4960069 40.60 0.233
4960081 34.47 0.358
4960086 79.23 0.000
4960090 57.00 0.233
4960106 54.40 0.000
4960110 79.45 0.233
4960116 65.29 0.108
4960119 56.90 0.233
4960125 68.49 0.233
4960131 23.54 0.233
4960132 75.00 0.483
4960144 38.96 0.358
4960146 74.24 0.108
4960149 47.41 0.233
4960154 55.16 0.000
4960156 61.11 0.233
4960168 58.72 0.108
4960177 89.55 13 0.000
4960179 78.30 0.000
4960180 59.60 0.233
4960186 70.14 0.733
4960200 55.79 0.108
4960201 54.85 0.608
4960220 71.42 0.733
4960287 67.54 0.608
4960293 71.43 0.483
4960657 74.20 0.483
4960660 66.09 0.108
4960800 63.50 0.108
4960807 73.68 0.108
4960817 69.63 0.233
4960830 67.00 0.108
4960834 43.69 0.483
4960935 40.03 0.358
4960946 53.26 0.233
4960971 37.79 0.358
4877984 53.91 0.483
4696709 74.63 0.858
4885247 72.83 0.608
4885751 56.03 0.733
4886576 73.66 0.733
4887227 80.00 0.608
4907081 68.43 0.733
4910074 66.83 0.608
4916075 80.00 0.000
4891643 76.09 0.108
4927033 74.67 0.108
4857502 56.38 0.983
4899567 73.86 0.000
4900603 80.00 0.733
4890076 75.28 0.233
4915197 60.98 0.108
4929894 47.29 0.358
4929916 70.00 0.608
4929923 80.00 0.000
4930121 57.14 0.983
4930142 49.26 0.608
4930183 78.82 0.483
4930398 79.67 0.608
4930413 56.34 0.483
4930422 66.67 1.358
4930449 27.81 0.608
4930459 62.50 0.108
4930471 36.26 0.483
4930591 80.00 0.000
4930602 80.00 0.483
4930615 61.90 0.483
4930635 34.61 0.000
4930645 80.00 0.608
4930654 79.00 0.000
4930659 25.98 0.358
4930689 54.67 1.108
4930695 80.00 1.483
4931007 56.16 0.483
4859420 75.00 1.483
4947036 62.35 0.000
4947044 80.00 0.483
4947049 66.10 0.358
4947051 79.88 0.483
4947054 62.17 0.483
4947055 77.84 0.358
4947059 74.75 0.358
4947061 34.90 0.233
4947064 42.33 0.358
4947067 77.78 0.108
4947078 50.70 0.233
4947082 79.55 0.108
4947090 71.43 0.733
4947114 79.76 0.000
4947149 80.00 0.233
4947159 77.04 0.358
4947167 80.00 0.108
4947175 69.51 0.233
4947180 58.33 0.358
4947181 79.28 0.233
4947183 80.00 0.233
4947189 40.53 0.733
4947327 60.00 0.358
4947338 77.33 0.358
4947346 49.82 0.483
4947361 78.46 0.000
4947389 66.00 0.000
4947410 80.00 0.358
4947424 46.71 0.358
4953186 55.25 0.233
4953191 66.67 0.858
4953206 80.00 0.108
4953230 80.00 0.358
4953251 70.00 0.858
4953259 65.32 0.483
4953271 66.67 0.108
4953281 65.25 0.733
4953511 80.00 0.358
4953645 80.00 0.233
4953665 44.54 0.358
4953670 54.88 0.358
4953677 75.71 0.483
4953688 60.00 0.358
4953697 38.89 0.358
4954012 50.47 0.000
4954022 58.82 0.483
4954071 67.87 0.108
4954082 78.18 0.483
4954107 53.53 0.733
4954109 80.00 0.733
4954117 75.00 0.483
4907351 67.63 0.983
4907370 47.47 0.733
4907445 30.48 0.858
4945964 68.33 0.358
COUNT: 183
WAC: 6.867371547
WAM: 175.8469689
WALTV: 64.15725672
</TABLE>
<PAGE>
NASCOR
NMI / 1999-05 Exhibit F-3 (Part B)
15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (xvii) (xviii)
- ----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ------------------------ ----------------------
<S> <C> <C>
4802800 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4910889 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4929046 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4959658 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959663 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959671 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959683 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959689 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959695 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959698 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959702 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959705 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959709 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959710 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959711 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959736 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959741 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959755 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959757 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959758 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959769 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959775 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959781 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959791 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959793 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959802 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959806 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959808 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959818 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959825 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959833 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959843 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959845 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959849 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959855 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959985 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959991 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959993 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959994 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959998 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960002 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960010 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960013 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960020 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960022 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960029 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960036 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960041 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960045 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960052 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960055 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960059 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960065 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960069 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960081 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960086 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960090 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960106 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960110 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960116 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960119 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960125 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960131 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960132 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960144 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960146 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960149 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960154 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960156 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960168 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960177 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960179 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960180 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960186 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960200 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960201 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960220 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960287 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960293 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960657 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960660 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960800 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960807 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960817 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960830 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960834 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960935 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960946 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960971 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4877984 BANKNORTH MORTGAGE COMPANY BANKNORTH MORTGAGE COMPANY
4696709 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4885247 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4885751 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4886576 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4887227 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4907081 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910074 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4916075 FARMERS STATE BANK & TRUST C FARMERS STATE BANK & TRUST C
4891643 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4927033 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4857502 HOMESIDE LENDING HOMESIDE LENDING
4899567 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4900603 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4890076 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4915197 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4929894 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929916 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4929923 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930121 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930142 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930183 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930398 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930413 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930422 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930449 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930459 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930471 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930591 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930602 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930615 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930635 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930645 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930654 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930659 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930689 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930695 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931007 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4859420 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947036 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947044 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947049 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947051 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947054 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947055 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947059 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947061 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947064 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947067 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947078 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947082 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947090 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947114 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947149 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947159 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947167 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947175 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947180 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947181 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947183 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947189 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947327 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947338 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947346 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947361 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947389 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947410 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947424 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953186 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953191 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953206 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953230 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953251 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953259 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953271 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953281 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953511 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953645 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953665 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953670 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953677 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953688 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953697 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954012 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954022 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954071 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954082 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954107 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954109 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954117 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4907351 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907370 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907445 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945964 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
COUNT: 183
WAC: 6.867371547
WAM: 175.8469689
WALTV: 64.15725672
</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 1999-5
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 1999-5, 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 1999-5, Class A-R
Certificate (the "Class A-R Certificate") for the account of, or as agent
(including a broker, nominee, or other middleman) for, any person or entity from
which it has not received an affidavit substantially in the form of this
affidavit. For these purposes, a "disqualified organization" means the United
States, any state or political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (other than an instrumentality if all of its activities are subject to
tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class A-R
Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Class A-R Certificate in excess of cash flows
generated by the Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate
to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Class A-R Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class A-R Certificate will not be
disregarded for federal income tax purposes. "U.S. Person" means a citizen or
resident of the United States, a corporation, partnership (except to the extent
provided in applicable Treasury regulations) or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, an estate that is subject to U.S. federal income tax regardless of the
source of its income or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Class A-R Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 3.01 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 19 __.
[Name of Purchaser]
By ____________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of __________, 19 __.
Authorized Officer
__________________________
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
RE: NORWEST ASSET SECURITIES CORPORATION,
SERIES 1999-5, CLASS A-R
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-5
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 1999-5, 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
1999-5.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
a. The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
b. The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[c.___The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision; and the Purchaser is able to bear the economic risk of an
investment in the Class [A-PO][B-4][B-5][B-6] Certificates and can afford a
complete loss of such investment.]
[c.___The Purchaser is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act.]
d. The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__, relating to
the Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it
deemed appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
e. Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trustee of the Trust Estate and (b) such
other opinions of counsel, officers' certificates and agreements as the Seller
or the Master Servicer may have required. A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement (including any liability
for civil penalties or excise taxes imposed pursuant to ERISA, Section 4975 of
the Code or Similar Law).
f. If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.
Section 3. TRANSFER OF CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES.
(a) The Purchaser understands that the Class [A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [A-PO][B-4][B-5][B-6] Certificates are registered under the Act and
applicable state law or unless an exemption from registration is available. The
Purchaser further understands that neither the Seller, the Master Servicer nor
the Trustee is under any obligation to register the Class [A-PO][B-4][B-5][B-6]
Certificates or make an exemption available. In the event that such a transfer
is to be made in reliance upon an exemption from the Act or applicable state
securities laws, (i) the Trustee shall require, in order to assure compliance
with such laws, that the Certificateholder's prospective transferee certify to
the Trustee as to the factual basis for the registration or qualification
exemption relied upon, and (ii) unless the transferee is a "Qualified
Institutional Buyer" within the meaning of Rule 144A of the Act, the Trustee or
the Seller may, if such transfer is made within three years from the later of
(a) the Closing Date or (b) the last date on which the Seller or any affiliate
thereof was a holder of the Certificates proposed to be transferred, require an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Act and state securities laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Master Servicer or the Seller. Any such
Certificateholder desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Master Servicer, any Paying Agent acting on
behalf of the Trustee and the Seller against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall
be made unless the transferee provides the Seller and the Trustee with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [A-PO][B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[Purchaser]
By ____________________________________
Its ___________________________________
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-5
CLASS [B-1] [B-2] [B-3] CERTIFICATES
TRANSFEREE'S LETTER
________________ __, ____
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1999-5, Class
[B-1] [B-2] [B-3] Certificates (the "Class [B-1] [B-2] [B-3] Certificates") in
the principal amount of $___________. In doing so, the Purchaser hereby
acknowledges
and agrees as follows:
Section 1. DEFINITIONS. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of 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
1999-5.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-1] [B-2] [B-3] Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-1][B-2][B-3]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trustee, the Seller
or the Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or Similar
Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[Purchaser]
By ____________________________________
Its____________________________________
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
Bank United Servicing Agreement
National City Mortgage Company Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
Hibernia National Bank Servicing Agreement
HomeSide Lending Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
Farmers State Bank & Trust Company Servicing Agreement
BankNorth Mortgage Company, Inc. Servicing Agreement
North American Mortgage Company 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 int, 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 1999-5, 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). 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 1999-5. 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. c
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: ________________________________
