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
1999-6, Class A-1, Class A-2, Class A-3, Class A-4, Class A-R, Class B-1, Class
B-2 and Class B-3 (the "Offered Certificates"), having an aggregate original
principal balance of $174,203,100. 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"), United States Trust Company of New
York, as trustee, and First Union National Bank, as trust administrator (the
"Agreement"), a copy of which is filed as an exhibit hereto. Mortgage
Pass-Through Certificates, Series 1999-6, Class A-PO Certificates, having an
aggregate initial principal balance of $212,417.21 and Class B-4, Class B-5 and
Class B-6 Certificates, having an aggregate initial principal balance of
$876,569.47 (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 99.38% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
other than the Fixed Retained Yield (as defined in the Agreement), which may
include loans secured by shares issued by cooperative housing corporations,
originated in connection with the relocation of employees by various corporate
employers that participated in the relocation program of Norwest Mortgage, Inc.
and of employees of various non-participant employees. The remaining undivided
interests in the Trust Estate are evidenced by the Class A-PO and Private Class
B Certificates. Distributions on the Private Class B Certificates are
subordinated to distributions on the Offered Certificates and the Class A-PO
Certificates.
Interest on the Offered Certificates will be distributed on each Distribution
Date (as defined in the Agreement). Monthly distributions in reduction of the
principal balance of the Offered Certificates will be allocated to the Offered
Certificates in accordance with the priorities set forth in the Agreement.
Distributions of interest and in reduction of principal balance on any
Distribution Date will be made to the extent that the Pool Distribution Amount
is sufficient therefor.
An election will be made to treat the Trust Estate as a REMIC for federal income
tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3, Class A-4,
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
(EX-4) Pooling and Servicing Agreement, dated
as of February 25, 1999, among Norwest
Asset Securities Corporation, Norwest
Bank Minnesota, National Association,
United States Trust Company of New York,
as trustee, and First Union National
Bank, as trust administrator.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
February 25, 1999
By: /s/ ALAN MCKENNEY
Alan McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
EXHIBIT NO. DESCRIPTION ELECTRONIC (E)
(EX-4) Pooling and Servicing E
Agreement, dated as of
February 25, 1999 among
Norwest Asset Securities
Corporation, Norwest Bank
Minnesota, National
Association, United States
Trust Company of New York, as
trustee and First Union
National Bank, as trust
administrator.
NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of February 25, 1999
$175,292,086.68
Mortgage Pass-Through Certificates
Series 1999-6
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
Section 1.01 Definitions...................................................
Section 1.02 Benefits of Headings and Table of Contents....................
Section 1.03 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 Trust Administrator.............................
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 Trust Administrator...........
Section 3.04 Trust Administrator to Cooperate; Release of Owner
Mortgage-Loan Files...........................................
Section 3.05 Reports to the Trustee and Trust Administrator; 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 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 Trust
Administrator 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, Trust Administrator and Seller
by Master Servicer............................................
Section 6.08 Master Servicer Covenants Concerning Year 2000 Compliance.....
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.............................................
Section 7.02 Other Remedies of Trustee.....................................
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.......................................
Section 7.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default.........................................
Section 7.05 Trust Administrator to Act; Appointment of Successor..........
Section 7.06 Notification to Certificateholders............................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator.................
Section 8.02 Certain Matters Affecting the Trustee and the Trust
Administrator.................................................
Section 8.03 Neither Trustee nor Trust Administrator Required to Make
Investigation.................................................
Section 8.04 Neither Trustee nor Trust Administrator Liable for Certificate
or Mortgage Loans.............................................
Section 8.05 Trustee and Trust Administrator May Own Certificates..........
Section 8.06 The Master Servicer to Pay Fees and Expenses..................
Section 8.07 Eligibility Requirements......................................
Section 8.08 Resignation and Removal.......................................
Section 8.09 Successor.....................................................
Section 8.10 Merger or Consolidation.......................................
Section 8.11 Authenticating Agent..........................................
Section 8.12 Separate Trustees and Co-Trustees.............................
Section 8.13 Appointment of Custodians.....................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions.................
Section 8.15 Monthly Advances..............................................
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance.............
Section 8.17 Trust Administrator Covenants Concerning Year 2000 Compliance.
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation of
All Mortgage Loans............................................
Section 9.02 Additional Termination Requirements...........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 ........................................................Amendment
1
Section 10.02 .........................................Recordation of Agreement
2
Section 10.03 .......................Limitation on Rights of Certificateholders
3
Section 10.04 ......................................Governing Law; Jurisdiction
3
Section 10.05 ..........................................................Notices
3
Section 10.06 .......................................Severability of Provisions
4
Section 10.07 ...............................Special Notices to Rating Agencies
4
Section 10.08 ...............................................Covenant of Seller
5
Section 10.09 ...............................................Recharacterization
5
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 ..................................Class A Fixed Pass-Through Rate
1
Section 11.02 .....................................................Cut-Off Date
1
Section 11.03 .........................Cut-Off Date Aggregate Principal Balance
1
Section 11.04 ......................................Original Class A Percentage
1
Section 11.05 Original Principal Balances of the Classes of Class A Certificates
1
Section 11.06 ........................Original Class A Non-PO Principal Balance
1
Section 11.07 .................................Original Subordinated Percentage
1
Section 11.08 ....................................Original Class B-1 Percentage
1
Section 11.09 ....................................Original Class B-2 Percentage
2
Section 11.10 ....................................Original Class B-3 Percentage
2
Section 11.11 ....................................Original Class B-4 Percentage
2
Section 11.12 ....................................Original Class B-5 Percentage
2
Section 11.13 ....................................Original Class B-6 Percentage
2
Section 11.14 ...............................Original Class B Principal Balance
2
Section 11.15 ............Original Principal Balances of the Classes of Class B
Certificates....................................................2
Section 11.16 ...........................Original Class B-1 Fractional Interest
2
Section 11.17 ...........................Original Class B-2 Fractional Interest
2
Section 11.18 ...........................Original Class B-3 Fractional Interest
2
Section 11.19 ...........................Original Class B-4 Fractional Interest
3
Section 11.20 ...........................Original Class B-5 Fractional Interest
3
Section 11.21 .....................................................Closing Date
3
Section 11.22 ................................................Right to Purchase
3
Section 11.23 ........................................Wire Transfer Eligibility
3
Section 11.24 ...............................................Single Certificate
3
Section 11.25 ...............................................Servicing Fee Rate
3
Section 11.26 Master Servicing Fee Rate.......................................3
<PAGE>
CWT\NYLIB1 (CORP)\340384.7
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-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 1999-6 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
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
<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, UNITED STATES TRUST COMPANY OF NEW
YORK, as Trustee and FIRST UNION NATIONAL BANK, as Trust Administrator.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS.
Section 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article. Accepted
Master Servicing Practices: Accepted Master Servicing Practices shall consists
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 Trust
Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
AVAILABLE MASTER SERVICER COMPENSATION: As to any Distribution Date, the sum of
(a) the Master Servicing Fee for such Distribution Date, (b) interest earned
through the business day preceding the applicable Distribution Date on any
Prepayments in Full remitted to the Master Servicer and (c) the aggregate amount
of Month End Interest remitted by the Servicers to the Master Servicer pursuant
to the related Servicing Agreements.
BANKRUPTCY CODE: The Bankruptcy Code of 1978, as amended.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Deficient Valuation or
Debt Service Reduction; PROVIDED, HOWEVER, that a Bankruptcy Loss shall not be
deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trust Administrator in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
BANKRUPTCY LOSS AMOUNT: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$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.
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 and Class A-4 Certificates, beneficial
ownership and transfers of which shall be evidenced by, and made through, book
entries by the Clearing Agency as described in Section 5.01(b).
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a legal
holiday in the City of New York, State of Iowa, State of Maryland, State of
Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
CERTIFICATE: Any one of the Class A Certificates or Class B Certificates.
CERTIFICATE ACCOUNT: The trust account established and maintained by the
Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible
Account.
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trust Administrator.
CERTIFICATEHOLDER OR HOLDER: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
CLASS: All certificates whose form is identical except for variations in the
Percentage Interest evidenced thereby.
CLASS A CERTIFICATE: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-PO
Certificates or 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 Trust
Administrator in respect of such defective Mortgage Loan.
CLASS A NON-PO PRINCIPAL BALANCE: As of any date, an amount equal to the Class A
Principal Balance less the Principal Balance of the Class A-PO Certificates.
CLASS A NON-PO PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution Date, will
be equal to the amount distributed pursuant to priority third clause (A) of the
Pool Distribution Amount Allocation, in an aggregate amount up to the Class A
Non-PO Optimal Principal Amount.
CLASS A PASS-THROUGH RATE: As to the Class A-1, Class A-2, Class A-3, Class A-4
and Class A-R Certificates, the Class A Fixed Pass-Through Rate. The Class A-PO
Certificates are not entitled to interest and have no Class A Pass-Through Rate.
CLASS A PERCENTAGE: As to any Distribution Date occurring on or prior to the
Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
CLASS A PREPAYMENT PERCENTAGE: As to any Distribution Date to and including the
Distribution Date in 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 Trust Administrator, based upon information provided by each Servicer as to
the Mortgage Loans serviced by it that the criteria set forth in the preceding
sentence are met.
CLASS A PRINCIPAL BALANCE: As of any date, an amount equal to the sum of the
Principal Balances for the Class A-1 Certificates, Class A-2 Certificates, Class
A-3 Certificates, Class A-4 Certificates, Class A-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 Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 and Exhibit C hereto.
CLASS A-1 CERTIFICATEHOLDER: The registered holder of a Class A-1
Certificate.
CLASS A-2 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 and Exhibit C hereto.
CLASS A-2 CERTIFICATEHOLDER: The registered holder of a Class A-2
Certificate.
CLASS A-3 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 and Exhibit C hereto.
CLASS A-3 CERTIFICATEHOLDER: The registered holder of a Class A-3
Certificate.
CLASS A-4 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 and Exhibit C hereto.
CLASS A-4 CERTIFICATEHOLDER: The registered holder of a Class A-4
Certificate.
CLASS A-PO CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
CLASS A-PO CERTIFICATEHOLDER: The registered holder of a Class A-PO
Certificate.
CLASS A-PO DEFERRED AMOUNT: For any Distribution Date prior to the Cross-Over
Date, the difference between (A) the sum of (x) the amount by which the sum of
the Class A-PO Optimal Principal Amounts for all prior Distribution Dates
exceeded the amounts distributed on the Class A-PO Certificates on such prior
Distribution Dates pursuant to Paragraph third clause (B) of Section 4.01(a) 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.
(i) 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:
(ii) (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;
(iii) 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;
(iv) 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;
(v) the excess of the unpaid principal balance of such Mortgage
Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective
Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage
Loan.
CLASS A-R CERTIFICATE: The Certificate executed by the Trust Administrator and
authenticated by the Trust Administrator or the Authenticating Agent in
substantially the form set forth in Exhibit A-R and Exhibit C hereto.
CLASS A-R CERTIFICATEHOLDER: The registered holder of the Class A-R
Certificate.
CLASS B CERTIFICATE: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
CLASS B CERTIFICATEHOLDER: The registered holder of a Class B Certificate.
CLASS B DISTRIBUTION AMOUNT: Any of the Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 or Class B-6 Distribution Amounts.
CLASS B INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum of the
Interest Accrual Amounts for the Classes of Class B Certificates with respect to
such Distribution Date.
CLASS B INTEREST PERCENTAGE: As to any Distribution Date and any Class of Class
B Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class B Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
CLASS B INTEREST SHORTFALL AMOUNT: Any of the Class B-1 Interest Shortfall
Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall
Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount
or Class B-6 Interest Shortfall Amount.
CLASS B LOSS PERCENTAGE: As to any Determination Date and any Class of Class B
Certificates then outstanding, the percentage calculated by dividing the
Principal Balance of such Class B by the Class B Principal Balance (determined
without regard to any Principal Balance of any Class of Class B Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
CLASS B PASS-THROUGH RATE: As to any Distribution Date, 6.000% per annum.
CLASS B PERCENTAGE: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage
or Class B-6 Percentage.
CLASS B PREPAYMENT PERCENTAGE: Any of the Class B-1 Prepayment Percentage, Class
B-2 Prepayment Percentage, Class B-3 Prepayment Percentage, Class B-4 Prepayment
Percentage, Class B-5 Prepayment Percentage or Class B-6 Prepayment Percentage.
CLASS B PRINCIPAL BALANCE: As of any date, an amount equal to the sum of the
Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal
Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and Class B-6
Principal Balance.
CLASS B UNPAID INTEREST SHORTFALL: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
CLASS B-1 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
CLASS B-1 CERTIFICATEHOLDER: The registered holder of a Class B-1
Certificate.
CLASS B-1 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
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 Trust
Administrator in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
CLASS B-1 PERCENTAGE: As to any Distribution Date, the percentage calculated by
multiplying the Subordinated Percentage by either (i) if any Class B
Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
CLASS B-1 PREPAYMENT PERCENTAGE: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Prepayment Percentage by either (i)
if any Class B Certificates (other than the Class B-1 Certificates) are eligible
to receive principal distributions for such Distribution Date in accordance with
Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d) or
(ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
CLASS B-1 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-1 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-1 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-1 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
CLASS B-1 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-1 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-1 Certificates on prior Distribution Dates pursuant to Paragraph
sixth of Section 4.01(a).
CLASS B-2 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
CLASS B-2 CERTIFICATEHOLDER: The registered holder of a Class B-2
Certificate.
CLASS B-2 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
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 Trust
Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
CLASS B-2 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Percentage for such
Distribution Date will be zero.
CLASS B-2 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-2 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-2 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-2 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) 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 Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
CLASS B-3 CERTIFICATEHOLDER: The registered holder of a Class B-3
Certificate.
CLASS B-3 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
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 Trust
Administrator in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
CLASS B-3 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Percentage for such
Distribution Date will be zero.
CLASS B-3 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-3 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-3 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-3 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a) 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 Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
CLASS B-4 CERTIFICATEHOLDER: The registered holder of a Class B-4
Certificate.
CLASS B-4 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
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 Trust
Administrator in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
CLASS B-4 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Percentage for such
Distribution Date will be zero.
CLASS B-4 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-4 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-4 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-4 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a) 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 Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
CLASS B-5 CERTIFICATEHOLDER: The registered holder of a Class B-5
Certificate.
CLASS B-5 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
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 Trust
Administrator in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
CLASS B-5 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Percentage for such
Distribution Date will be zero.
CLASS B-5 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-5 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-5 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-5 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-5 Certificates on prior
Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a) 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 Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
CLASS B-6 CERTIFICATEHOLDER: The registered holder of a Class B-6
Certificate.
CLASS B-6 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
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 Trust
Administrator in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
CLASS B-6 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with the provisions of Section 4.01(d)(i), the Class B-6 Percentage
for such Distribution Date will be zero.
CLASS B-6 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
CLASS B-6 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-6 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-6 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-6 Certificates on prior
Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a) 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 Trust Administrator or the
Trustee, as the case may be, at which at any particular time its corporate trust
business shall be administered, which office, with respect to the Trust
Administrator, at the date of the execution of this instrument is located at 230
South Tryon Street, Charlotte, North Carolina 28288 and with respect to the
Trustee, at the date of execution of this instrument is located at 114 West 47th
Street, New York, New York 10036.
CROSS-OVER DATE: The Distribution Date preceding the first Distribution Date on
which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
CROSS-OVER DATE INTEREST SHORTFALL: With respect to any Distribution Date that
occurs on or after the Cross-Over Date with respect to any Unscheduled Principal
Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
on or after the Determination Date in the month preceding
the month of such Distribution Date but prior to the first
day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the
month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt Period is the Prior Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
during the month preceding the month of such Distribution
Date, the amount of interest that would have accrued at the
Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month in which such Unscheduled Principal
Receipt is received.
CURRENT CLASS A INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date, the
amount distributed in respect of the Classes of Class A Certificates pursuant to
Paragraph first of Section 4.01(a) on such Distribution Date.
CURRENT CLASS B INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date, the
amount distributed in respect of the Classes of Class B Certificates pursuant to
Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of
Section 4.01(a) on such Distribution Date.
CURRENT CLASS B-1 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Certificates by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-1 Fractional Interest.
CURRENT CLASS B-2 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-2
Fractional Interest.
CURRENT CLASS B-3 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-4, Class B-5 and Class B-6 Certificates by the
sum of the Class A Non-PO Principal Balance and the Class B Principal Balance.
As to the first Distribution Date, the Original Class B-3 Fractional Interest.
CURRENT CLASS B-4 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-5 and Class B-6 Certificates by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance. As to the
first Distribution Date, the Original Class B-4 Fractional Interest.
CURRENT CLASS B-5 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the Principal
Balance of the Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-5 Fractional Interest.
CURTAILMENT: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
CUSTODIAL AGREEMENT: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trust Administrator, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
CUSTODIAL P&I ACCOUNT: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
CUSTODIAN: Initially, the Trust Administrator, and thereafter the Custodian, if
any, hereafter appointed by the Trust Administrator pursuant to Section 8.13, or
its successor in interest under the Custodial Agreement. The Custodian may (but
need not) be the Trustee, the Trust Administrator or any Person directly or
indirectly controlling or controlled by or under common control of either of
them. Neither a Servicer, nor the Seller nor the Master Servicer nor any Person
directly or indirectly controlling or controlled by or under common control with
any such Person may be appointed Custodian.
CUT-OFF DATE: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
CUT-OFF DATE PRINCIPAL BALANCE: As to each Mortgage Loan, its unpaid principal
balance as of the close of business on the Cut-Off Date (but without giving
effect to any Unscheduled Principal Receipts received or applied on the Cut-Off
Date), reduced by all payments of principal due on or before the Cut-Off Date
and not paid, and increased by scheduled monthly payments of principal due after
the Cut-Off Date but received by the related Servicer on or before the Cut-Off
Date.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation by a court
of competent jurisdiction of the Mortgaged Property in an amount less than the
then-outstanding indebtedness under the Mortgage Loan, or any reduction in the
amount of principal to be paid in connection with any scheduled Monthly Payment
that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: As defined in Section 5.01(b).
DENOMINATION: The amount, if any, specified on the face of each Certificate
representing the principal portion of the Cut-Off Date Aggregate Principal
Balance evidenced by such Certificate.
DETERMINATION DATE: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
DISCOUNT MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest Rate of
less than 6.000%.
DISTRIBUTION DATE: The 25th day of any month, beginning in the month following
the month of initial issuance of the Certificates, or if such 25th day is not a
Business Day, the Business Day following such 25th day.
DUE DATE: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
ELIGIBLE ACCOUNT: One or more accounts (i) that are maintained with a depository
institution (which may be the Master Servicer) whose long-term debt obligations
(or, in the case of a depository institution which is part of a holding company
structure, the long-term debt obligations of such parent holding company) at the
time of deposit therein are rated at least "AA" (or the equivalent) by each of
the Rating Agencies, (ii) the deposits in which are fully insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance
Fund, (iii) the deposits in which are insured by the FDIC through either the
Bank Insurance Fund or the Savings Association Insurance Fund (to the limit
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured, as evidenced by an Opinion of Counsel delivered to the Trust
Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as 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 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
(vii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then
assigned to the Certificates by either Rating Agency or result
in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either
Rating Agency.
(ix) In no event shall an instrument be an Eligible Investment
if such instrument evidences either (i) a right to receive
only interest payments with respect to the obligations
underlying such instrument, or (ii) both principal and
interest payments derived from obligations underlying such
instrument and the interest and principal payments with
respect to such instrument provide a yield to maturity at
the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA PROHIBITED HOLDER: As defined in Section 5.02(d).
ERRORS AND OMISSIONS POLICY: As defined in each of the Servicing Agreements.
EVENT OF DEFAULT: Any of the events specified in Section 7.01.
EXCESS BANKRUPTCY LOSS: With respect to any Distribution Date and any Mortgage
Loan as to which a Bankruptcy Loss is realized in the month preceding the month
of such Distribution Date, (i) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date exceed the then-applicable Bankruptcy Loss
Amount, then the portion of such Bankruptcy Loss represented by the ratio of (a)
the excess of the Aggregate Current Bankruptcy Losses over the then-applicable
Bankruptcy Loss Amount, divided by (b) the Aggregate Current Bankruptcy Losses
or (ii) if the Aggregate Current Bankruptcy Losses with respect to such
Distribution Date are less than or equal to the then-applicable Bankruptcy Loss
Amount, then zero. In addition, any Bankruptcy Loss occurring with respect to a
Mortgage Loan on or after the Cross-Over Date will be an Excess Bankruptcy Loss.
EXCESS FRAUD LOSS: With respect to any Distribution Date and any Mortgage Loan
as to which a Fraud Loss is realized in the month preceding the month of such
Distribution Date, (i) if the Aggregate Current Fraud Losses with respect to
such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
EXCESS SPECIAL HAZARD LOSS: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
EXHIBIT F-1 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit F-1
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced 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-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,
2029 which corresponds to the "latest possible maturity date" for purposes of
Section 860G(a)(1) of the Internal Revenue Code of 1986, as amended.
FITCH: Fitch IBCA, Inc. or its successor in interest.
FIXED RETAINED YIELD: The fixed percentage of interest on each Mortgage Loan
with a Mortgage Interest Rate greater than the sum of (a) 6.000%, (b) the
applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will
be determined on a loan by loan basis and will equal the Mortgage Interest Rate
on each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned
to and not part of the Trust Estate.
FIXED RETAINED YIELD RATE: With respect to each Mortgage Loan, a per annum rate
equal to the greater of (a) zero and (b) the Mortgage Interest Rate on such
Mortgage Loan minus the sum of (i) 6.000%, (ii) the applicable Servicing Fee
Rate and (iii) the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
FORECLOSURE PROFITS: As to any Distribution Date, the excess, if any, of (i) Net
Liquidation Proceeds in respect of each Mortgage Loan that became a Liquidated
Loan during the Applicable Unscheduled Principal Receipt Period with respect to
Full Unscheduled Principal Receipts for such Distribution Date over (ii) the sum
of the unpaid principal balance of each such Liquidated Loan plus accrued and
unpaid interest at the applicable Mortgage Interest Rate on the unpaid principal
balance thereof from the Due Date to which interest was last paid by the
Mortgagor (or, in the case of a Liquidated Loan that had been an REO Mortgage
Loan, from the Due Date to which interest was last deemed to have been paid) to
the first day of the month in which such Distribution Date occurs.
FRAUD LOSS: A Liquidated Loan Loss as to which there was fraud in the
origination of such Mortgage Loan.
FRAUD LOSS AMOUNT: As of any Distribution Date after the Cut-Off Date an amount
equal to: (X) prior to the first anniversary of the Cut-Off Date an amount equal
to $3,505,841.73 minus the aggregate amount of Fraud Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date, and (Y) from the first through fifth anniversary of the Cut-Off Date, an
amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-Off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the most
recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
FULL UNSCHEDULED PRINCIPAL RECEIPT: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
HOLDER: See "Certificateholder."
INDEPENDENT: When used with respect to any specified Person, such Person who (i)
is in fact independent of the Seller, the Master Servicer and any Servicer, (ii)
does not have any direct financial interest or any material indirect financial
interest in the Seller or the Master Servicer or any Servicer or in an affiliate
of either, and (iii) is not connected with the Seller, the Master Servicer or
any Servicer as an officer, employee, promoter, underwriter, trustee, trust
administrator, partner, director or person performing similar functions.
INSURANCE POLICY: Any insurance or performance bond relating to a Mortgage Loan
or the Mortgage Loans, including any hazard insurance, special hazard insurance,
flood insurance, primary mortgage insurance, mortgagor bankruptcy bond or title
insurance.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
INSURED EXPENSES: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
INTEREST ACCRUAL AMOUNT: As to any Distribution Date and any Class of Class A
Certificates (other than the Class A-PO Certificates), (a) the product of (i)
1/12th of the Class A Pass-Through Rate for such Class and (ii) the Principal
Balance of such Class as of the Determination Date preceding such Distribution
Date minus (b) the Class A Interest Percentage of such Class of (i) any
Non-Supported Interest Shortfall allocated to the Class A Certificates with
respect to such Distribution Date, (ii) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (iii) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates, an amount
equal to (i) the product of 1/12th of the Class B Pass-Through Rate and the
Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class B Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class B Certificates
with respect to such Distribution Date and (y) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
LIQUIDATED LOAN: A Mortgage Loan with respect to which the related Mortgaged
Property has been acquired, liquidated or foreclosed and with respect to which
the applicable Servicer determines that all Liquidation Proceeds which it
expects to recover have been recovered.
LIQUIDATED LOAN LOSS: With respect to any Distribution Date, the aggregate of
the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
LIQUIDATION EXPENSES: Expenses incurred by a Servicer in connection with the
liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trust Administrator pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
LIQUIDATION PROCEEDS: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
LOAN-TO-VALUE RATIO: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property; PROVIDED, HOWEVER, that with respect to certain Mortgage
Loans serviced by GMAC Mortgage Corporation, the denominator will be the sale
price.
MASTER SERVICER: Norwest Bank Minnesota, National Association, or its
successor in interest.
MASTER SERVICING FEE : With respect to any Mortgage Loan and any Distribution
Date, the fee payable monthly to the Master Servicer pursuant to Section 6.05
equal to a fixed percentage (expressed as a per annum rate) of the unpaid
principal balance of such Mortgage Loan.
MASTER SERVICING FEE RATE: As set forth in Section 11.26.
MID-MONTH RECEIPT PERIOD: With respect to each Distribution Date, the one month
period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MONTH END INTEREST: As defined in each Servicing Agreement.
MONTHLY PAYMENT: As to any Mortgage Loan (including any REO Mortgage Loan) and
any Due Date, the payment of principal and interest due thereon in accordance
with the amortization schedule at the time applicable thereto (after adjustment
for any Curtailments and Deficient Valuations occurring prior to such Due Date
but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
MORTGAGE: The mortgage, deed of trust or other instrument creating a first lien
on Mortgaged Property securing a Mortgage Note together with any Mortgage Loan
Rider, if applicable.
MORTGAGE INTEREST RATE: As to any Mortgage Loan, the per annum rate at which
interest accrues on the unpaid principal balance thereof as set forth in the
related Mortgage Note, which rate is as indicated on the Mortgage Loan Schedule.
MORTGAGE LOAN PURCHASE AGREEMENT: The mortgage loan purchase agreement dated as
of 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 Trust
Administrator on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1 and F-2, which list may be amended following the Closing
Date upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or
2.03 and which list shall set forth at a minimum the following information of
the close of business on the Cut-Off Date (or, with respect to Substitute
Mortgage Loans, as of the close of business on the day of substitution) as to
each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) 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 Trust
Administrator on the Closing Date pursuant to Section 2.01 and any mortgage
loans substituted therefor pursuant to Section 2.02 or 2.03, in each case as
from time to time are included in the Trust Estate as identified in the Mortgage
Loan Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
MORTGAGED PROPERTY: The property subject to a Mortgage, which may include
Co-op Shares or residential long-term leases.
MORTGAGOR: The obligor on a Mortgage Note.
NET FORECLOSURE PROFITS: As to any Distribution Date, the amount, if any, by
which (i) Aggregate Foreclosure Profits with respect to such Distribution Date
exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
NET LIQUIDATION PROCEEDS: As to any defaulted Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
NET MORTGAGE INTEREST RATE: With respect to each Mortgage Loan, a rate equal to
(i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum of (a)
the 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 6.000%.
NONRECOVERABLE ADVANCE: Any portion of a Periodic Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed to the Servicer, the Master Servicer or the Trust Administrator, as
the case may be, and which the Servicer, the Master Servicer or the Trust
Administrator determines will not, or in the case of a proposed Periodic Advance
would not, be ultimately recoverable from Liquidation Proceeds or other
recoveries in respect of the related Mortgage Loan. The determination by the
Servicer, the Master Servicer or the Trust Administrator (i) that it has made a
Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if made,
would constitute a Nonrecoverable Advance, shall be evidenced by an Officer's
Certificate of the Servicer delivered to the Master Servicer for redelivery to
the Trust Administrator or, in the case of a Master Servicer or a Trust
Administrator determination, an Officer's Certificate of the Master Servicer or
the Trust Administrator delivered to the Trustee, in each case detailing the
reasons for such determination.
NON-SUPPORTED INTEREST SHORTFALL: With respect to any Distribution Date, the
excess, if any, of the aggregate Prepayment Interest Shortfall on the Mortgage
Loans over the aggregate Compensating Interest with respect to such Distribution
Date. With respect to each Distribution Date occurring on or after the
Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to the
preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance and the Class B Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal Balance
and the Class B Principal Balance.
NON-U.S. PERSON: As defined in Section 4.01(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 or the Trust Administrator, as the case may be.
OPINION OF COUNSEL: A written opinion of counsel, who may be outside or salaried
counsel for the Seller, a Servicer or the Master Servicer, or any affiliate of
the Seller, a Servicer or the Master Servicer, acceptable to the Trustee if such
opinion is to be delivered to the Trustee, or acceptable to the Trust
Administrator if such opinion is to be delivered to the Trust Administrator;
PROVIDED, HOWEVER, that with respect to REMIC matters, matters relating to the
determination of Eligible Accounts or matters relating to transfers of
Certificates, such counsel shall be Independent.
OPTIMAL ADJUSTMENT EVENT: With respect to any Class of Class B Certificates and
any Distribution Date, an Optimal Adjustment Event will occur with respect to
such Class if: (i) the Principal Balance of such Class on the Determination Date
succeeding such Distribution Date would have been reduced to zero (regardless of
whether such Principal Balance was reduced to zero as a result of principal
distribution or the allocation of Realized Losses) and (ii) (a) the Principal
Balance of any Class of Class A Certificates would be subject to further
reduction as a result of the third or fifth sentences of the definition of
Principal Balance or (b) the Principal Balance of a Class of Class B
Certificates with a lower numerical designation would be reduced with respect to
such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
ORIGINAL CLASS A PERCENTAGE: The Class A Percentage as of the Cut-Off Date,
as set forth in Section 11.04.
ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE: The sum of the Original Principal
Balances of the Class A-1, Class A-2, Class A-3, Class A-4 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 Trust Administrator (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
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 or the Trust Administrator. The initial
Paying Agent is appointed in Section 4.03(a).
PAYMENT ACCOUNT: The account maintained pursuant to Section 4.03(b).
PERCENTAGE INTEREST: With respect to a Class A Certificate, the undivided
percentage interest obtained by dividing the original principal balance of such
Certificate by the Original Principal Balance of such Class of Class A
Certificates. With respect to a Class B Certificate, the undivided percentage
interest obtained by dividing the original principal balance of such Certificate
by the Original Principal Balance of such Class of Class B Certificates.
PERIODIC ADVANCE: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
PERSON: Any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
PLAN: As defined in Section 5.02(c).
PO FRACTION: With respect to any Discount Mortgage Loan, the difference between
1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any other
Mortgage Loan, zero.
POOL BALANCE (NON-PO PORTION): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
POOL BALANCE (PO PORTION): As of any Distribution Date, the sum of the amounts
for each Mortgage Loan that is an Outstanding Mortgage Loan of the product of
(i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled Principal
Balance of such Mortgage Loan.
POOL DISTRIBUTION AMOUNT: As of any Distribution Date, the funds eligible for
distribution to the Holders of the Certificates on such Distribution Date, which
shall be the sum of (i) all previously undistributed payments or other receipts
on account of principal and interest on or in respect of the Mortgage Loans
(including, without limitation, the proceeds of any repurchase of a Mortgage
Loan by the Seller and any Substitution Principal Amount) received by the Master
Servicer with respect to the applicable Remittance Date in the month of such
Distribution Date and any Unscheduled Principal Receipts received by the Master
Servicer on or prior to the Business Day preceding such Distribution Date, (ii)
all Periodic Advances made by a Servicer pursuant to the related Servicing
Agreement or Periodic Advances made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03 and (iii) all other amounts required to
be placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trust Administrator on or prior
to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trust
Administrator has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the
Trust Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if
any, (ii) the applicable Servicing Fee and (iii) the Master
Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in
which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period
relating to the Distribution Date for the applicable type of
Unscheduled Principal Receipt, and all related payments of
interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03
on or following the Due Date in the month in which such
Distribution Date occurs and the difference between the
unpaid principal balance of such Mortgage Loan substituted
for a defective Mortgage Loan during the month preceding
the month in which such Distribution Date occurs and the
unpaid principal balance of such defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Mortgage Loans, to the
extent not covered by clauses (a) through (h) above, or not
required to be deposited in the Certificate Account under this
Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes of
the Class A or Class B Certificates pursuant to Section 4.02
other than Recoveries covered by the last sentence of Section
4.02(d).
POOL SCHEDULED PRINCIPAL BALANCE: As to any Distribution Date, the aggregate
Scheduled Principal Balances of all Mortgage Loans that were Outstanding
Mortgage Loans on the Due Date in the month preceding the month of such
Distribution Date.
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: As to any Distribution Date, 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, the lesser of (i) the Principal
Balance of the Class A-4 Certificates and (ii) the sum of (A) the product of (1)
the Priority Percentage, (2) the Shift Percentage and (3) 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: The Principal Balance of the Class A-4 Certificates
divided by 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, the Trust Administrator and the Master Servicer.
References herein to the highest short-term rating category of a Rating Agency
shall mean F-1+ in the case of Fitch, A-1+ in the case of S&P and in the case of
any other Rating Agency shall mean its equivalent of such ratings. References
herein to the highest long-term rating categories of a Rating Agency shall mean
AAA, and in the case of any other Rating Agency shall mean its equivalent of
such rating without any plus or minus.
REALIZED LOSSES: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
RECORD DATE: The last Business Day of the month preceding the month of the
related Distribution Date.
RECOVERY: Any amount received on a Mortgage Loan subsequent to such Mortgage
Loan being determined to be a Liquidated Loan.
RELEVANT ANNIVERSARY: See "BANKRUPTCY LOSS AMOUNT."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D. "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 or the Trust
Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
RULE 144A: Rule 144A promulgated under the Securities Act of 1933, as amended.
S&P: Standard & Poor's, or its successor in interest.
SCHEDULED 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.
SERVICER MORTGAGE LOAN FILE: As defined in each of the Servicing Agreements.
SERVICERS: Each of Norwest Mortgage, Inc., The Huntington Mortgage Company, GMAC
Mortgage Corporation, First Union Mortgage Corp., Bank of America, NT&SA, and
Star Bank, as Servicer under the related Servicing Agreement.
SERVICING AGREEMENTS: Each of the Servicing Agreements executed with respect
to a portion of the Mortgage Loans by one of the Servicers, which agreements
are attached hereto, collectively, as Exhibit L.
SERVICING FEE: With respect to any Servicer, as defined in its Servicing
Agreement.
SERVICING FEE RATE: With respect to a Mortgage Loan, as set forth in Section
11.25.
SERVICING OFFICER: Any officer of a Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
SHIFT PERCENTAGE: As to any Distribution Date, the percentage indicated
below:
Distribution Date Shift
Occurring In Percentage
March 1999 through February 2004........................ 0%
- -----------------------------------------------------------
March 2004 and thereafter............................... 100%
SIMILAR LAW: As defined in Section 5.02(c).
SINGLE CERTIFICATE: A Certificate of any Class that evidences the smallest
permissible Denomination for such Class, as set forth in Section 11.24.
SPECIAL HAZARD LOSS: (i) A Liquidated Loan Loss suffered by a Mortgaged Property
on account of direct physical loss, exclusive of (a) any loss covered by a
hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(A) normal wear and tear;
(B) infidelity, conversion or other dishonest act on the part of
the Trustee, the Trust Administrator or the Servicer or any of
their agents or employees; or
(C) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
SPECIAL HAZARD LOSS AMOUNT: As of any Distribution Date, an amount equal to
$2,000,000.00 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
Hazard Adjustment Amount shall be calculated and shall be equal to the amount,
if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates as evidenced
by letters to that effect delivered by Rating Agencies to the Master Servicer
and the Trust Administrator. On and after the Cross-Over Date, the Special
Hazard Loss Amount shall be zero.
SPECIAL HAZARD PERCENTAGE: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
STARTUP DAY: As defined in Section 2.05.
SUBORDINATED PERCENTAGE: As to any Distribution Date, the percentage which
is the difference between 100% and the Class A Percentage for such date.
SUBORDINATED PREPAYMENT PERCENTAGE: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
SUBSIDY LOAN: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
SUBSTITUTE MORTGAGE LOAN: As defined in Section 2.02.
SUBSTITUTION PRINCIPAL AMOUNT: With respect to any Mortgage Loan substituted in
accordance with Section 2.02 or pursuant to Section 2.03, the excess of (x) the
unpaid principal balance of the Mortgage Loan which is substituted for over (y)
the unpaid principal balance of the Substitute Mortgage Loan, each balance being
determined as of the date of substitution.
TRUST ADMINISTRATOR: First Union National Bank, a national banking association
with its principal office located in Charlotte, North Carolina, or any successor
trust administrator appointed as herein provided.
TRUST ESTATE: The corpus of the trust created by this Agreement, consisting of
the Mortgage Loans (other than any Fixed Retained Yield), such amounts as may be
held from time to time in the Certificate Account (other than any Fixed Retained
Yield), the rights of the Trust Administrator, on behalf of the Trustee, to
receive the proceeds of all insurance policies and performance bonds, if any,
required to be maintained hereunder or under the related Servicing Agreement and
property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure.
TRUSTEE: United States Trust Company of New York, or any successor trustee
appointed as herein provided.
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.
(a) Acts of Holders.
(b) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement
to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an
agent duly appointed in writing. Except as herein otherwise
expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee
and the Trust Administrator. Proof of execution of any such
instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee and the Trust
Administrator, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master
Servicer in writing of the receipt of any such instrument
or writing.
(c) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit
of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the
execution thereof. When such execution is by a signer
acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also
constitute sufficient proof of his or her authority. The
fact and date of the execution of any such instrument or
writing, or the authority of the individual executing the
same, may also be proved in any other manner which the
Trustee or the Trust Administrator deems sufficient.
(d) The ownership of Certificates (whether or not such
Certificates shall be overdue and notwithstanding any
notation of ownership or other writing thereon made by
anyone other than the Trustee, the Trust Administrator and
the Authenticating Agent) shall be proved by the
Certificate Register, and neither the Trustee, the Trust
Administrator, the Seller nor the Master Servicer shall be
affected by any notice to the contrary.
(e) Any request, demand, authorization, direction, notice,
consent, waiver or other action of the Holder of any
Certificate shall bind every future Holder of the same
Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee, the Trust
Administrator, the Seller or the Master Servicer in
reliance thereon, whether or not notation of such action is
made upon such Certificate.
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 1.02 BENEFITS 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 1.03 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 Trust Administrator, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trust Administrator or any
prior assignment is in the process of being recorded on the Closing Date, the
Seller shall deliver a copy thereof, certified by Norwest Mortgage or the
applicable Norwest Mortgage Correspondent to be a true and complete copy of the
document sent for recording, and the Seller shall use its best efforts to cause
each such original recorded document or certified copy thereof to be delivered
to the Trust Administrator promptly following its recordation, but in no event
later than one (1) year following the Closing Date. The Seller shall also cause
to be delivered to the Trust Administrator any other original mortgage loan
document to be included in the Owner Mortgage Loan File if a copy thereof has
been delivered. The Seller shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate by reason of the failure of the Seller to cause to
be delivered to the Trust Administrator within one (1) year following the
Closing Date any original Mortgage or assignment of a Mortgage not delivered to
the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the extent
set forth in the applicable Servicing Agreement, deliver or cause to be
delivered to the Trust Administrator the assignment of the Mortgage Loan from
the Seller to the Trust Administrator in a form suitable for recordation,
together with an Opinion of Counsel to the effect that recording is not required
to protect the Trustee's right, title and interest in and to the related
Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage
Loans as a financing, to perfect a first priority security interest in favor of
the Trustee in the related Mortgage Loan. In the event that the Master Servicer
receives notice that recording is required to protect the right, title and
interest of the Trustee in and to any such Mortgage Loan for which recordation
of an assignment has not previously been required, the Master Servicer shall
promptly notify the Trust Administrator and the Trust Administrator shall within
five Business Days (or such other reasonable period of time mutually agreed upon
by the Master Servicer and the Trust Administrator) of its receipt of such
notice deliver each previously unrecorded assignment to the related Servicer for
recordation.
Section 2.02 ACCEPTANCE BY TRUST ADMINISTRATOR.
The Trust Administrator, on behalf of the Trustee, acknowledges receipt of the
Mortgage Notes, the Mortgages, the assignments and other documents required to
be delivered on the Closing Date pursuant to Section 2.01 above and declares
that it holds and will hold such documents and the other documents constituting
a part of the Owner Mortgage Loan Files delivered to it in trust, upon the
trusts herein set forth, for the use and benefit of all present and future
Certificateholders. The Trust Administrator agrees, for the benefit of
Certificateholders, to review each Owner Mortgage Loan File within 45 days after
execution of this Agreement in order to ascertain that all required documents
set forth in Section 2.01 have been executed and received and appear regular on
their face, and that such documents relate to the Mortgage Loans identified in
the Mortgage Loan Schedule, and in so doing the Trust Administrator may rely on
the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If within such 45 day period the
Trust Administrator finds any document constituting a part of an Owner Mortgage
Loan File not to have been executed or received or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular
on its face, the Trust Administrator shall promptly (and in no event more than
30 days after the discovery of such defect) notify the Seller, which shall have
a period of 60 days after the date of such notice within which to correct or
cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trust Administrator's notice to it referred to above respecting
such defect, either (i) repurchase the related Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (a) 100%
of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest
at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last
day of the month in which such repurchase takes place or (ii) if within two
years of the Startup Day, or such other period permitted by the REMIC
Provisions, substitute for any Mortgage Loan to which such material defect
relates, a new mortgage loan (a "Substitute Mortgage Loan") having such
characteristics so that the representations and warranties of the Seller set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have
been incorrect had such Substitute Mortgage Loan originally been a Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal
balance, as of the date of substitution, greater than the Scheduled Principal
Balance (reduced by the scheduled payment of principal due on the Due Date in
the month of substitution) of the Mortgage Loan for which it is substituted. In
addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less
than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan
for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price shall
be deposited by the Seller in the Certificate Account maintained by the Master
Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan,
the Owner Mortgage Loan File relating thereto shall be delivered to the Trust
Administrator and the Substitution Principal Amount, together with (i) interest
on such Substitution Principal Amount at the applicable Net Mortgage Interest
Rate to the following Due Date of such Mortgage Loan which is being substituted
for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, the Master
Servicer or the Trust Administrator with respect to such Mortgage Loan, shall be
deposited in the Certificate Account. The Monthly Payment on the Substitute
Mortgage Loan for the Due Date in the month of substitution shall not be part of
the Trust Estate. Upon receipt by the Trust Administrator of written
notification of any such deposit signed by an officer of the Seller, or the new
Owner Mortgage Loan File, as the case may be, the Trust Administrator shall
release to the Seller the related Owner Mortgage Loan File and shall execute and
deliver such instrument of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Seller legal and beneficial
ownership of such substituted or repurchased Mortgage Loan or property. It is
understood and agreed that the obligation of the Seller to substitute a new
Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a
material defect in a constituent document exists shall constitute the sole
remedy respecting such defect available to the Certificateholders, the Trust
Administrator on behalf of the Trustee and the Trustee on behalf of the
Certificateholders. The failure of the Trust Administrator to give any notice
contemplated herein within forty-five (45) days after the execution of this
Agreement shall not affect or relieve the Seller's obligation to repurchase any
Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution and delivery hereof
or at any time thereafter, enter into a Custodial Agreement substantially in the
form of Exhibit E hereto pursuant to which the Trust Administrator appoints a
Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other
documents related to the Mortgage Loans received by the Trust Administrator, as
agent for the Trustee in trust for the benefit of all present and future
Certificateholders, which may provide, among other things, that the Custodian
shall conduct the review of such documents required under the first paragraph of
this Section 2.02.
Section 2.02 REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER AND
THE SELLER.
The Master Servicer hereby represents and warrants to the Trustee and the Trust
Administrator for the benefit of Certificateholders that, as of the date of
execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Owner Mortgage
Loan Files to the Trust Administrator or the Custodian.
The Seller hereby represents and warrants to the Trustee and the Trust
Administrator for the benefit of Certificateholders that, as of the date of
execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trust Administrator
or to the Custodian with, any Mortgage establishes in the Seller a valid
and subsisting first lien on the property described therein and the Seller
has full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trust Administrator or
the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; PROVIDED, HOWEVER,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than
one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law); and, to the best of the Seller's knowledge, all parties
to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has
been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to FNMA or FHLMC, issued by a title
insurer acceptable to FNMA or FHLMC insuring the originator, its
successors and assigns, as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan and subject only to (A)
the lien of current real property taxes and assessments not yet due and
payable, (B) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of recording
of such Mortgage acceptable to mortgage lending institutions in the area
in which the Mortgaged Property is located or specifically referred to in
the appraisal performed in connection with the origination of the related
Mortgage Loan, (C) liens created pursuant to any federal, state or local
law, regulation or ordinance affording liens for the costs of clean-up of
hazardous substances or hazardous wastes or for other environmental
protection purposes and (D) such other matters to which like properties
are commonly subject which do not individually, or in the aggregate,
materially interfere with the benefits of the security intended to be
provided by the Mortgage; the Seller is the sole insured of such mortgagee
title insurance policy, the assignment to the Trust Administrator, on
behalf of the Trustee, of the Seller's interest in such mortgagee title
insurance policy does not require any consent of or notification to the
insurer which has not been obtained or made, such mortgagee title
insurance policy is in full force and effect and will be in full force and
effect and inure to the benefit of the Trust Administrator, on behalf of
the Trustee, no claims have been made under such mortgagee title insurance
policy, and no prior holder of the related Mortgage, including the Seller,
has done, by act or omission, anything which would impair the coverage of
such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if
the Mortgaged Property is a condominium unit, it is included under the
coverage afforded by a blanket policy for the project; if upon origination
of the Mortgage Loan, the improvements on the Mortgaged Property were in
an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of not more than
360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trust Administrator in place of the related Mortgage
Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with FNMA or FHLMC standards for
inter vivos trusts and (ii) holding title to the Mortgaged Property in
such trust will not diminish any rights as a creditor including the right
to full title to the Mortgaged Property in the event foreclosure
proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice.
Notwithstanding the foregoing, no representations or warranties are made by the
Seller as to the environmental condition of any Mortgaged Property; the absence,
presence or effect of hazardous wastes or hazardous substances on any Mortgaged
Property; any casualty resulting from the presence or effect of hazardous wastes
or hazardous substances on, near or emanating from any Mortgaged Property; the
impact on Certificateholders of any environmental condition or presence of any
hazardous substance on or near any Mortgaged Property; or the compliance of any
Mortgaged Property with any environmental laws, nor is any agent, person or
entity otherwise affiliated with the Seller authorized or able to make any such
representation, warranty or assumption of liability relative to any Mortgaged
Property. In addition, no representations or warranties are made by the Seller
with respect to the absence or effect of fraud in the origination of any
Mortgage Loan.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Owner Mortgage
Loan Files to the Trust Administrator and shall inure to the benefit of the
Trust Administrator, on behalf of the Trustee, notwithstanding any restrictive
or qualified endorsement or assignment.
Upon discovery by either the Seller, the Master Servicer, the Trust
Administrator, the Trustee or the Custodian that any of the representations and
warranties made in subsection (b) above is not accurate (referred to herein as a
"breach") and that such breach materially and adversely affects the interests of
the Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee, or the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
Section 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trust Administrator acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Owner Mortgage Loan Files to it, and, concurrently with
such delivery, 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, 2029 for purposes of Code Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 CERTIFICATE ACCOUNT.
The Master Servicer shall establish and maintain a Certificate Account for the
deposit of funds received by the Master Servicer with respect to the Mortgage
Loans serviced by each Servicer pursuant to each of the Servicing Agreements.
Such account shall be maintained as an Eligible Account. The Master Servicer
shall give notice to each Servicer and the Seller of the location of the
Certificate Account and of any change in the location thereof.
The Master Servicer shall deposit into the Certificate Account on the day of
receipt thereof all amounts received by it from any Servicer pursuant to any of
the Servicing Agreements and shall, in addition, deposit into the Certificate
Account the following amounts, in the case of amounts specified in clause (i),
not later than the Distribution Date on which such amounts are required to be
distributed to Certificateholders and, in the case of the amounts specified in
clause (ii), not later than the Business Day next following the day of receipt
and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trust Administrator, if any and any amounts deemed
received by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
applicable, any Substitution Principal Amount and any amounts received in
respect of the interest portion of unreimbursed Periodic Advances.
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.
For purposes of this Agreement, the Master Servicer will be deemed to have
received from a Servicer on the applicable Remittance Date for such funds all
amounts deposited by such Servicer into the Custodial Account for P&I maintained
in accordance with the applicable Servicing Agreement, if such Custodial Account
for P&I is not an Eligible Account as defined in this Agreement, to the extent
such amounts are not actually received by the Master Servicer on such Remittance
Date as a result of the bankruptcy, insolvency, receivership or other financial
distress of the depository institution in which such Custodial Account for P&I
is being held. To the extent that amounts so deemed to have been received by the
Master Servicer are subsequently remitted to the Master Servicer, the Master
Servicer shall be entitled to retain such amounts.
Section 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor): to reimburse the Master Servicer, the Trust
Administrator or any Servicer for Periodic Advances made by the Master Servicer
or the Trust Administrator pursuant to Section 3.03(a) or any Servicer pursuant
to any Servicing Agreement with respect to previous Distribution Dates, such
right to reimbursement pursuant to this subclause (i) being limited to amounts
received on or in respect of particular Mortgage Loans (including, for this
purpose, Liquidation Proceeds, REO Proceeds and proceeds from the purchase,
sale, repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03, 3.08 or 9.01) respecting which any such Periodic Advance was made;
(i) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(ii) 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;
(iii) 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;
(iv) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by
it (including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(v) 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;
(vi) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(vii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(viii) 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;
(ix) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited therein;
(x) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xi) to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with
respect to a particular Mortgage Loan, the Fixed Retained Yield, if any,
with respect to such Mortgage Loan; provided, however, that with respect
to any payment of interest received by the Master Servicer in respect of a
Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
Proceeds, Insurance Proceeds or otherwise) which is less than the full
amount of interest then due with respect to such Mortgage Loan, only that
portion of such payment of interest that bears the same relationship to
the total amount of such payment of interest as the Fixed Retained Yield
Rate, if any, in respect of such Mortgage Loan bears to the Mortgage
Interest Rate shall be allocated to the Fixed Retained Yield with respect
thereto.
The Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any payment to and
withdrawal from the Certificate Account.
Section 3.03 ADVANCES BY MASTER SERVICER AND TRUST ADMINISTRATOR.
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 the event Norwest Mortgage fails to
make any required Periodic Advances of principal and interest on a Mortgage Loan
as required by the Norwest Servicing Agreement prior to the Distribution Date
occurring in the month during which such Periodic Advance is due, the Trust
Administrator shall, to the extent required by Section 8.15, make such Periodic
Advance to the extent provided hereby, provided that the Trust Administrator has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trust Administrator
with respect to any such Distribution Date (i) the amount of Periodic Advances
required of Norwest Mortgage or such Other Servicer, as the case may be, (ii)
the amount actually advanced by Norwest Mortgage or such Other Servicer, (iii)
the amount that the Trust Administrator or Master Servicer is required to
advance hereunder and (iv) whether the Master Servicer has determined that it
reasonably believes that such Periodic Advance is a Nonrecoverable Advance.
Amounts advanced by the Trust Administrator or Master Servicer shall be
deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, neither the Master Servicer nor the Trust
Administrator will be obligated to make a Periodic Advance that it reasonably
believes to be a Nonrecoverable Advance. The Trust Administrator may
conclusively rely for any determination to be made by it hereunder upon the
determination of the Master Servicer as set forth in its certificate.
To the extent an Other Servicer fails to make an advance on account of the taxes
or insurance premiums with respect to a Mortgage Loan required pursuant to the
related Other Servicing Agreement, the Master Servicer shall, if the Master
Servicer knows of such failure of the Servicer, advance such funds and take such
steps as are necessary to pay such taxes or insurance premiums. To the extent
Norwest Mortgage fails to make an advance on account of the taxes or insurance
premiums with respect to a Mortgage Loan required pursuant to the Norwest
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of Norwest Mortgage, certify to the Trust Administrator that such
failure has occurred. Upon receipt of such certification, the Trust
Administrator shall advance such funds and take such steps as are necessary to
pay such taxes or insurance premiums.
The Master Servicer and the Trust Administrator shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trust Administrator shall be entitled to be
reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant to
Section 3.03(b). The Master Servicer shall diligently pursue restoration of such
amount to the Certificate Account from the related Servicer. The Master Servicer
shall, to the extent it has not already done so, upon the request of the Trust
Administrator, withdraw from the Certificate Account and remit to the Trust
Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
Except as provided in Section 3.03(a) and (b), neither the Master Servicer nor
the Trust Administrator shall be required to pay or advance any amount which any
Servicer was required, but failed, to deposit in the Certificate Account.
Section 3.04 TRUST ADMINISTRATOR TO COOPERATE; RELEASE OF OWNER MORTGAGE
LOAN FILES.
Upon the receipt by the Master Servicer of a Request for Release in connection
with the deposit by a Servicer into the Certificate Account of the proceeds from
a Liquidated Loan or of a Prepayment in Full, the Master Servicer shall confirm
to the Trust Administrator that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of any
Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trust Administrator and the Trust Administrator shall, within five Business
Days, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. Any such Request for Release
shall obligate the Master Servicer or such Servicer, as the case may be, to
return each and every document previously requested from the Owner Mortgage Loan
File to the Trust Administrator by the twenty-first day following the release
thereof, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Certificate
Account or (ii) the Owner Mortgage Loan File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of a Mortgage
Loan, the Trust Administrator shall execute and deliver to the Master Servicer
or such Servicer, as directed by the Master Servicer, court pleadings, requests
for trustee's sale or other documents necessary to the foreclosure or trustee's
sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trust Administrator and a statement as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trust Administrator will not invalidate or otherwise affect the lien of
the Mortgage, except for the termination of such a lien upon completion of the
foreclosure proceeding or trustee's sale.
Section 3.05 REPORTS TO THE TRUSTEE AND TRUST ADMINISTRATOR; ANNUAL
COMPLIANCE STATEMENTS.
Not later than 15 days after each Distribution Date, the Master Servicer shall
deliver to the Trustee and the Trust Administrator a statement setting forth the
status of the Certificate Account as of the close of business on such
Distribution Date stating that all distributions required to be made by the
Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current FNMA monthly accounting report
for its Guaranteed Mortgage Pass-Through Program with appropriate additions and
changes, and shall also include information as to the aggregate unpaid principal
balance of all of the Mortgage Loans as of the close of business as of the last
day of the calendar month immediately preceding such Distribution Date. Copies
of such statement shall be provided by the Trust Administrator to any
Certificateholder upon written request, provided such statement is delivered, or
caused to be delivered, by the Master Servicer to the Trust Administrator.
The Master Servicer shall deliver to the Trustee and the Trust Administrator on
or before April 30 of each year, a certificate signed by an officer of the
Master Servicer, certifying that (i) such officer has reviewed the activities of
the Master Servicer during the preceding calendar year or portion thereof and
its performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trust Administrator to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trust Administrator.
Section 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE-LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is administered by
the related Servicer at all times so that it qualifies as "foreclosure property"
under the REMIC Provisions and that it does not earn any "net income from
foreclosure property" which is subject to tax under the REMIC Provisions. In the
event that a Servicer is unable to dispose of any REO Mortgage Loan within the
period mandated by each of the Servicing Agreements, the Master Servicer shall
monitor such Servicer to verify that such REO Mortgage Loan is auctioned to the
highest bidder within the period so specified. In the event of any such sale of
REO Mortgage Loan, the Trust Administrator shall, at the written request of the
Master Servicer and upon being supported with appropriate forms therefor, within
five Business Days of the deposit by the Master Servicer of the proceeds of such
sale or auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the REO Mortgage Loan and
the Trust Administrator shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Estate, shall provide financing from the Trust Estate to any purchaser of
an REO Mortgage Loan.
Section 3.07 AMENDMENTS TO SERVICING AGREEMENTS, MODIFICATION OF STANDARD
PROVISIONS.
Subject to the prior written consent of the Trustee and the Trust Administrator
pursuant to Section 3.07(b), the Master Servicer from time to time may, to the
extent permitted by the applicable Servicing Agreement, make such modifications
and amendments to such Servicing Agreement as the Master Servicer deems
necessary or appropriate to confirm or carry out more fully the intent and
purpose of such Servicing Agreement and the duties, responsibilities and
obligations to be performed by the Servicer thereunder. Such modifications may
only be made if they are consistent with the REMIC Provisions, as evidenced by
an Opinion of Counsel. Prior to the issuance of any modification or amendment,
the Master Servicer shall deliver to the Trustee and the Trust Administrator
such Opinion of Counsel and an Officer's Certificate setting forth (i) the
provision that is to be modified or amended, (ii) the modification or amendment
that the Master Servicer desires to issue and (iii) the reason or reasons for
such proposed amendment or modification.
The Trustee and the Trust Administrator shall consent to any amendment or
supplement to a Servicing Agreement proposed by the Master Servicer pursuant to
Section 3.07(a), which consent and amendment shall not require the consent of
any Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee and
the Trust Administrator of (i) an Opinion of Counsel to such effect or (ii)
written notification from each Rating Agency to the effect that such amendment
or supplement will not result in reduction of the current rating assigned by
that Rating Agency to the Certificates. Notwithstanding the two immediately
preceding sentences, either the Trustee or the Trust Administrator may, in its
discretion, decline to enter into or consent to any such supplement or amendment
if its own rights, duties or immunities shall be adversely affected.
(xii) Notwithstanding anything to the contrary in this Section 3.07, the Master
Servicer from time to time may, without the consent of any Certificateholder,
the Trustee, or the Trust Administrator, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the Norwest Servicing Agreement for the purpose of
changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day).
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 Trust Administrator's and the Certificateholders' reliance on
the Master Servicer, and in a manner consistent with the terms and provisions of
any insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the 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 Trust Administrator or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trust Administrator an Opinion of Counsel (at the expense of
the party seeking to modify the Mortgage Loan) to the effect that such
modification would not be treated as giving rise to a new debt instrument for
federal income tax purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully with
each Servicer as may be necessary from time to time to perform and carry out the
Master Servicer's obligations hereunder and otherwise exercise reasonable
efforts to encourage such Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by it under its Servicing
Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the Trustee
and shall have full power and authority, acting alone or (subject to Section
6.06) through one or more subcontractors, to do any and all things in connection
with such administration which it may deem necessary or desirable. Upon the
execution and delivery of this Agreement, and from time to time as may be
required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled to repurchase at its option (i) any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust Estate which,
pursuant to paragraph 5(b) of the Mortgage Loan Purchase Agreement, Norwest
Mortgage requests the Seller to repurchase and to sell to Norwest Mortgage to
facilitate the exercise of Norwest Mortgage's rights against the originator or a
prior holder of such Mortgage Loan. The purchase price for any such Mortgage
Loan shall be 100% of the unpaid principal balance of such Mortgage Loan plus
accrued interest thereon at the Mortgage Interest Rate for such Mortgage Loan,
through the last day of the month in which such repurchase occurs. Upon the
receipt of such purchase price, the Master Servicer shall provide to the Trust
Administrator the certification required by Section 3.04 and the Trust
Administrator and the Custodian, if any, shall promptly release to the Seller
the Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the 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 Trust Administrator is obligated
to make an advance pursuant to Section 3.03 and (ii) the Trust Administrator
provides Norwest Mortgage written notice of the failure to make such advance and
such failure shall continue unremedied for a period of 15 days after receipt of
such notice, the Trust Administrator shall recommend to the Trustee the
termination of the Norwest Servicing Agreement without the recommendation of the
Master Servicer and upon such recommendation, the Trustee shall terminate the
Norwest Servicing Agreement. The Master Servicer shall indemnify the Trustee and
the Trust Administrator and hold each harmless from and against any and all
claims, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees) arising out of, or assessed against the Trustee or
the Trust Administrator in connection with termination of such Servicing
Agreement at the direction of the Master Servicer. In addition, the Master
Servicer shall indemnify the Trustee and hold it harmless from and against any
and all claims, liabilities, costs and expenses (including, without limitation,
reasonable attorney's fees) arising out of, or assessed against the Trustee in
connection with the termination of the Norwest Servicing Agreement as provided
in the second preceding sentence. If the Trustee terminates such Servicing
Agreement, the Trustee may enter into a substitute Servicing Agreement with the
Master Servicer or, at the Master Servicer's nomination, with another mortgage
loan service company acceptable to the Trustee, the Trust Administrator, the
Master Servicer and each Rating Agency under which the Master Servicer or such
substitute servicer, as the case may be, shall assume, satisfy, perform and
carry out all liabilities, duties, responsibilities and obligations that are to
be, or otherwise were to have been, satisfied, performed and carried out by such
Servicer under such terminated Servicing Agreement. Until such time as the
Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds received from a
Servicer shall be allocated first to accrued and unpaid interest on the related
Mortgage Loan and then to the unpaid principal balance thereof.
Section 3.11 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings required to
be made by the Seller with respect to the Class A Certificates (other than the
Class A-PO Certificates) and the Class B-1, Class B-2 and Class B-3 Certificates
pursuant to the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 DISTRIBUTIONS.
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 outstanding Principal Balances.
On each Distribution Date occurring prior to the Cross-Over Date, the Class A
Non-PO Principal Distribution Amount will be allocated among and distributed in
reduction of the Principal Balances of the Classes of Class A Certificates
(other than the Principal Balance of the Class A-PO Certificates) in accordance
with the following priorities:
first, to the Class A-4 Certificates, up to the Priority Amount for such
Distribution Date;
second, sequentially, to the Class A-R, Class A-1, Class A-2 and Class A-3
Certificates, in that order, until the Principal Balance of each such Class has
been reduced to zero; and
third, to the Class A-4 Certificates, without regard to the Priority Amount for
such Distribution Date, until the Principal Balance thereof has been reduced to
zero;
Notwithstanding the foregoing, on each Distribution Date occurring on or
subsequent to the Cross-Over Date, the Class A Non-PO Principal Distribution
Amount shall be distributed among the Classes of Class A Certificates (other
than the Class A-PO Certificates) pro rata in accordance with their outstanding
Principal Balances without regard to either the proportions or the priorities
set forth in Section 4.01(b).
(xiii) For purposes of determining whether the Classes of Class B Certificates
are eligible to receive distributions of principal with respect to any
Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1
Principal Balance is greater than zero, the Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates shall not be
eligible to receive distributions of principal; or
if the Current Class B-2 Fractional Interest is less
than the Original Class B-2 Fractional Interest
and the Class B-2 Principal Balance is greater
than zero, the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to
receive distributions of principal; or
if the Current Class B-3 Fractional Interest is less
than the Original Class B-3 Fractional Interest
and the Class B-3 Principal Balance is greater
than zero, the Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive
distributions of principal; or
if the Current Class B-4 Fractional Interest is less
than the Original Class B-4 Fractional Interest
and the Class B-4 Principal Balance is greater
than zero, the Class B-5 and Class B-6
Certificates shall not be eligible to receive
distributions of principal; or
if the Current Class B-5 Fractional Interest is less
than the Original Class B-5 Fractional Interest
and the Class B-5 Principal Balance is greater
than zero, the Class B-6 Certificates shall not be
eligible to receive distributions of principal.
Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment
Percentage of any affected Class of Class B Certificates for such
Distribution Date beginning with the affected Class with the lowest
numerical Class designation and then, if necessary, the Class B Percentage
of such Class of the Class B Certificates for such Distribution Date shall
be reduced to the respective percentages necessary to bring the Principal
Balance of such Class of Class B Certificates to zero. The Class B
Prepayment Percentages and the Class B Percentages of the remaining Classes
of Class B Certificates will be recomputed substituting for the
Subordinated Prepayment Percentage and Subordinated Percentage in such
computations the difference between (A) the Subordinated Prepayment
Percentage or Subordinated Percentage, as the case may be, and (B) the
percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B
Certificates to zero; provided, however, that if the Principal Balances of
all the Classes of Class B Certificates eligible to receive distributions
of principal shall be reduced to zero on such Distribution Date, the Class
B Prepayment Percentage and the Class B Percentage of the Class of Class B
Certificates with the lowest numerical Class designation which would
otherwise be ineligible to receive distributions of principal in accordance
with this Section shall equal the remainder of the Subordinated Prepayment
Percentage for such Distribution Date minus the sum of the Class B
Prepayment Percentages of the Classes of Class B Certificates having lower
numerical Class designations, if any, and the remainder of the Subordinated
Percentage for such Distribution Date minus the sum of the Class B
Percentages of the Classes of Class B Certificates having lower numerical
Class designations, if any, respectively. Any entitlement of any Class of
Class B Certificates to principal payments solely pursuant to this clause
(ii) shall not cause such Class to be regarded as being eligible to receive
principal distributions for the purpose of applying the definition of its
Class B Percentage or Class B Prepayment Percentage.
On each Distribution Date other than the Final Distribution Date (if such Final
Distribution Date is in connection with a purchase of the assets of the Trust
Estate by the Seller), the Paying Agent shall, on behalf of the Master Servicer,
from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record on the preceding Record Date (other than as provided
in Section 9.01 respecting the final distribution to Certificateholders or in
the last paragraph of this Section 4.01(e) respecting the final distribution in
respect of any Class) either in immediately available funds by wire transfer to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder holds Certificates
having a Denomination at least equal to that specified in Section 11.23, and has
so notified the Master Servicer or, if applicable, the Paying Agent at least
seven Business Days prior to the Distribution Date or, if such Holder holds
Certificates having, in the aggregate, a Denomination less than the requisite
minimum Denomination or if such Holder holds the Class A-R Certificate or has
not so notified the Paying Agent, by check mailed to such Holder at the address
of such Holder appearing in the Certificate Register, such Holder's share of the
Class A Distribution Amount with respect to each Class of Class A Certificates
and the Class B Distribution Amount with respect to each such Class of 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 Trust Administrator. The Trust Administrator will then send
a notice to each Certificateholder of such Class with a copy to the Certificate
Registrar, specifying that the final distribution with respect to such Class
will be made on such Distribution Date only upon the presentation and surrender
of such Certificateholder's Certificates at the office or agency of the Trust
Administrator therein specified; PROVIDED, HOWEVER, that the failure to give
such notice will not entitle a Certificateholder to any interest beyond the
interest payable with respect to such Distribution Date in accordance with
Section 4.01(a).
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.
With respect to any Distribution Date, the principal portion of Realized Losses
(other than Debt Service Reductions, Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) will be allocated as follows:
first, to the Class B-6 Certificates until the Class B-6 Principal Balance
has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal Balance
has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal Balance
has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal Balance
has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal Balance
has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal Balance
has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the Class A-PO
Certificates) and Class A-PO Certificates, pro rata, based on the Non-PO
Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the reduction of the
applicable Class's Principal Balance.
With respect to any Distribution Date, the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses occurring with
respect to any Mortgage Loan allocable to the Class A-PO Certificates will equal
the product of the amount of any such principal loss and the PO Fraction for
such Mortgage Loan. The principal portion of any Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses remaining after allocation to
the Class A-PO Certificates in accordance with the preceding sentence shall be
allocated pro rata among the Class A Certificates (other than the Class A-PO
Certificates) and Class B Certificates based on the Class A Non-PO Principal
Balance and the Class B Principal Balance, respectively. Any such loss allocated
to the Class A Certificates shall be allocated on the subsequent Determination
Date among the outstanding Classes of Class A Certificates (other than the Class
A-PO Certificates) in accordance with the Class A Loss Percentages as of such
Determination Date. Any such loss allocated to the Class B Certificates shall be
allocated pro rata among the outstanding Classes of Class B Certificates based
on their Principal Balances.
Any Realized Losses allocated to a Class of Class A Certificates or Class B
Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be allocated
among the Certificates of such Class based on their Percentage Interests.
In the event that there is a Recovery of an amount in respect of principal of a
Mortgage Loan which had previously been allocated as a Realized Loss to any
Classes of Class A Certificates or any Classes of Class B Certificates, each
outstanding Class to which such Realized Loss had previously been allocated
shall be entitled to its share (with respect to the Class A-PO Certificates,
based on the PO Fraction of such Mortgage Loan and, with respect to the Class A
Certificates (other than the Class A-PO Certificates) and Class B Certificates,
based on their pro rata share of the Non-PO Fraction of such Mortgage Loan) of
such Recovery up to the amount of such Realized Loss previously allocated to
such Class on the Distribution Date in the month following the month in which
such recovery is received. When the Principal Balance of a Class of Certificates
has been reduced to zero, such Class shall not be entitled to any share of such
Recovery. In the event that the amount of such Recovery exceeds the amount of
such Recovery allocated to each outstanding Class in accordance with the
preceding provisions, each outstanding Class shall be entitled to its pro rata
share (determined as described above) of such excess up to the amount of any
unrecovered Realized Loss previously allocated to such Class. Notwithstanding
the foregoing provisions, but subject to the following proviso, if such Recovery
occurs within two years of the realization of such loss and (i) is the result of
an event that would have given rise to the repurchase of the related Mortgage
Loan by the Seller pursuant to Section 2.02 or 2.03, or (ii) represents in whole
or part funds which the applicable Servicer had received in respect of a
Liquidated Loan but failed to remit to the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan, such Recovery may, at the sole discretion of the Master
Servicer, be treated as a repurchase or an Unscheduled Principal Receipt with
respect to such Mortgage Loan, as the case may be, the Realized Loss previously
recognized may be reversed and treated for all subsequent purposes as if it had
never occurred and the Master Servicer may make such adjustments to interest or
principal distributions on the Certificates and to the principal balances of the
Certificates as the Master Servicer in its good faith judgment and sole
discretion deems necessary or desirable to effectuate the reversal of the
Realized Loss and the treatment of such amount as a repurchase or as an
Unscheduled Principal Receipt, as the case may be; provided that such actions do
not result in the aggregate distributions made in respect of each Class of
Certificates whose principal balances were previously reduced as a result of
such Realized Loss being less than such Class would have received if such
Recovery had been deposited in the Certificate Account on or prior to the
Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
The interest portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses shall be allocated between (i) the Class A Certificates
and (ii) the Class B Certificates, pro rata based on the Class A Interest
Accrual Amount and the Class B Interest Accrual Amount for the related
Distribution Date, without regard to any reduction pursuant to this sentence.
Any such loss allocated to the Class A Certificates shall be allocated among the
outstanding Classes of Class A Certificates based on their Class A Interest
Percentages. Any such loss allocated to the Class B Certificates will be
allocated among the outstanding Classes of Class B Certificates based on their
Class B Interest Percentages. In addition, after the Class B Principal Balance
has been reduced to zero, the interest portion of Realized Losses (other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
will be allocated among the outstanding Classes of Class A Certificates based on
their Class A Interest Percentages.
Realized Losses allocated in accordance with this Section 4.02 will be allocated
on the Determination Date in the second month following the month in which such
loss was incurred with respect to the preceding Distribution Date.
Section 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trust Administrator as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trust
Administrator to execute and deliver to the Trust Administrator an instrument in
which such Paying Agent agrees with the Trust Administrator that such Paying
Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the
Master Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon
the written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trust Administrator, in which case such Eligible Investments
shall mature not later than the Distribution Date), and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Payment Account by
the Master Servicer out of its own funds immediately as realized. The Paying
Agent may withdraw from the Payment Account any amount deposited in the Payment
Account that was not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
Section 4.04 STATEMENTS TO CERTIFICATEHOLDERS; REPORT TO THE TRUST
ADMINISTRATOR AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(e), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Class A Interest Distribution Amount allocated to each Class of Class A
Certificates, (c) any Class A Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) 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 of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing Agreements
or this Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any,
allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for
such Distribution Date and the aggregate Scheduled Principal Balance of
the Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage
Loans serviced by Norwest Mortgage and, collectively, by the Other
Servicers as of such Distribution Date;
(x) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud
Losses or Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of Realized Losses
allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to which
the Servicer of such Mortgage Loan has determined not to foreclose because
it believes the related Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate Available
Master Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount, if any; and
(xxiv) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class of Class A
Certificates pursuant to clauses (i) and (ii) above and with respect to a Class
of Class B Certificates pursuant to clauses (iii) and (iv) above, the amounts
shall be expressed as a dollar amount per Class A or Class B Certificate (other
than the Class A-R 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 Trust
Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Distribution Amount with respect to
each Class of Class A Certificates and the Class B Distribution Amount with
respect to each Class of Class B Certificates. The determination by the Master
Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trust
Administrator and the Paying Agent shall be protected in relying upon the same
without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the Master
Servicer shall make available upon request to each Holder and each proposed
transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate such
additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
Section 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off Date, make
the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trustee acquires an
interest in a Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan serviced by such
Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Servicers shall be in form and substance sufficient
to meet the reporting requirements imposed by Code Section 6050J. In addition,
each Servicer shall provide the Master Servicer with sufficient information to
allow the Master Servicer to, for each year ending after the Cut-Off Date,
provide, or cause to be provided, to the Internal Revenue Service and the
Mortgagors such information as is required under Code Sections 6050H (regarding
payment of interest) and 6050P (regarding cancellation of indebtedness).
Section 4.06 CALCULATION OF AMOUNTS; BINDING EFFECT OF INTERPRETATIONS
AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to be made on
the Certificates and all losses to be allocated to the Certificates. In the
event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates or the allocation of losses to the Certificates, the
interpretation of such provisions and any actions taken by the Master Servicer
in good faith to implement such interpretation shall be binding upon
Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01 THE CERTIFICATES.
The Class A and Class B Certificates shall be issued only in minimum
Denominations of a Single Certificate and, except for the Class A-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 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-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 Trust Administrator to or upon the order of the Seller upon receipt by the
Trust Administrator or the Custodian of the documents specified in Section 2.01.
The aggregate principal portion evidenced by the Class A and Class B
Certificates shall be the sum of the amounts specifically set forth in the
respective Certificates. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trust Administrator by any Responsible
Officer thereof. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trust Administrator
shall bind the Trust Administrator notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually countersigned by a
Responsible Officer of the Trust Administrator, or unless there appears on such
Certificate a certificate of authentication executed by the Authenticating Agent
by manual signature, and such countersignature or certificate upon a Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section 5.07,
each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of [the
Clearing Agency] to the Seller or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
Upon original issuance, the Book-Entry Certificates shall be issued in the form
of one or more typewritten certificates, to be delivered to The Depository Trust
Company, the initial Clearing Agency, by, or on behalf of, the Seller. Such
Certificates shall initially be registered in the Certificate Register in the
name of the nominee of the initial Clearing Agency, and no Beneficial Owner will
receive a definitive certificate representing such Beneficial Owner's interest
in the Book-Entry Certificates, except as provided in Section 5.07. Unless and
until definitive, fully registered certificates ("Definitive Certificates") have
been issued to Beneficial Owners pursuant to Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full
force and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders
shall, with respect to the Book-Entry Certificates, refer to
distributions, notices, reports and statements to the Clearing Agency or
its nominee, as registered holder of the Book-Entry Certificates, as the
case may be, for distribution to Beneficial Owners in accordance with the
procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting actions
with the consent of, or at the direction of, Holders of Book-Entry Certificates
evidencing specified Voting Interests, such direction or consent shall be given
by Beneficial Owners having the requisite Voting Interests, acting through the
Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial Owners
pursuant to Section 5.07, copies of the reports or statements referred to in
Section 4.04 shall be available to Beneficial Owners upon written request to the
Trust Administrator at the Corporate Trust Office.
Section 5.02 REGISTRATION OF CERTIFICATES.
The Trust Administrator shall cause to be kept at one of the offices or agencies
to be maintained in accordance with the provisions of Section 5.06 a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trust Administrator shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided. The Trust
Administrator shall act as, or shall appoint, a Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided.
Upon surrender for registration of transfer of any Certificate at any office or
agency maintained for such purpose pursuant to Section 5.06 (and subject to the
provisions of this Section 5.02) the Trust Administrator shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized Denominations of a like aggregate principal portion
or Percentage Interest and of the same Class upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trust Administrator shall execute, and shall date,
authenticate (or cause the Authenticating Agent to authenticate) and deliver,
the Certificates which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar or the Trust Administrator)
be duly endorsed by, or be accompanied by a written instrument of transfer in
form satisfactory to the Certificate Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of Certificates,
but the Trust Administrator or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by the
Certificate Registrar, the Trust Administrator or the Authenticating Agent in
accordance with their standard procedures.
No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate shall
be made unless the registration requirements of the Securities Act of 1933, as
amended, and any applicable State securities laws are complied with, or such
transfer is exempt from the registration requirements under said Act and laws.
In the event that a transfer is to be made in reliance upon an exemption from
said Act or laws, (i) unless such transfer is made in reliance on Rule 144A, the
Trust Administrator or the Seller may, if such transfer is to be made within
three years after the later of (i) the date of the initial sale of Certificates
or (ii) the last date on which the Seller or any affiliate thereof was a Holder
of the Certificates proposed to be transferred, require a Class A-PO, Class B-4,
Class B-5 or Class B-6 Certificateholder to deliver a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller, to the effect that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer, and (ii) the Trust Administrator shall require
the transferee (other than an affiliate of the Seller on the Closing Date) to
execute an investment letter in the form of Exhibit J hereto certifying to the
Seller and the Trust Administrator the facts surrounding such transfer, which
investment letter shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer. The Holder of a Class A-PO, Class
B-4, Class B-5 or Class B-6 Certificate desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trust Administrator, the Trustee, the
Seller, the Master Servicer and any Paying Agent acting on behalf of the Trustee
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws. Neither the Seller nor the
Trust Administrator is under an obligation to register the Class A-PO, Class
B-4, Class B-5 or Class B-6 Certificates under said Act or any other securities
law.
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 Trust Administrator and the Seller shall have received
(i) a representation letter from the transferee in the form of Exhibit J hereto,
in the case of a Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate, or
in the form of Exhibit K hereto, in the case of a Class B-1, Class B-2 or Class
B-3 Certificate, to the effect that either (a) such transferee is not an
employee benefit plan or other retirement arrangement subject to Title I of
ERISA or Code Section 4975, or a governmental plan, as defined in Section 3(32)
of ERISA, subject to any federal, state or local law ("Similar Law") which is to
a material extent similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan") and is not a person acting on behalf of or using the
assets of any such Plan, which representation letter shall not be an expense of
the Trust Administrator, the Trustee, the Seller or the Master Servicer or (b)
with respect to the Class 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 Trust Administrator 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 Trust Administrator, the Trustee,
the Seller or the Master Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trust Administrator, the Trustee, the Seller or the Master Servicer and
(B) such other opinions of counsel, officer's certificates and agreements as the
Seller or the Master Servicer may require in connection with such transfer,
which opinions of counsel, officers' certificates and agreements shall not be an
expense of the Trust Administrator, the Trustee, the Seller or the Master
Servicer. The Class A-PO and Class B Certificates shall bear a legend referring
to the foregoing restrictions contained in this paragraph.
No legal or beneficial interest in all or any portion of the Class A-R
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 Trust Administrator with an effective Internal
Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trust Administrator an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
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 Trust Administrator 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 Trust Administrator 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
Trust Administrator an affidavit, substantially in the form attached as Exhibit
H hereto, signed by the transferee, to the effect that the transferee is not
such a disqualified organization, an agent (including a broker, nominee, or
middleman) for any entity as to which the transferee has not received a
substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of the transferee to
any such amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R 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 Trust Administrator or
the Authenticating Agent, or the Trust Administrator or the Authenticating Agent
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trust Administrator or the
Authenticating Agent such security or indemnity as may be required by them to
hold each of them harmless, then, in the absence of notice to the Trust
Administrator or the Authenticating Agent that such Certificate has been
acquired by a bona fide purchaser, the Trust Administrator shall execute and
authenticate (or cause the Authenticating Agent to authenticate) and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and principal portion or Percentage
Interest and of the same Class. Upon the issuance of any new Certificate under
this Section, the Trust Administrator or the Certificate Registrar may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expense (including the
fees and expenses of the Trust Administrator or the Authenticating Agent) in
connection therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the Trust
Estate, as if originally issued, whether or not the lost, stolen, or destroyed
Certificate shall be found at any time.
Section 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of transfer, the
Seller, the Master Servicer, the Trustee, the Trust Administrator, the
Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
Section 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
If the Trust Administrator is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trust
Administrator, within 15 days after receipt by the Certificate Registrar of a
request by the Trust Administrator in writing, a list, in such form as the Trust
Administrator may reasonably require, of the names and addresses of the
Certificateholders of each Class as of the most recent Record Date.
If five or more Certificateholders (hereinafter referred to as "applicants")
apply in writing to the Trust Administrator, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
Every Certificateholder, by receiving and holding a Certificate, agrees with the
Seller, the Master Servicer, the Certificate Registrar, the Trust Administrator
and the Trustee that neither the Seller, the Master Servicer, the Certificate
Registrar, the Trust Administrator nor the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names, addresses and
Percentage Interests of the Certificateholders hereunder, regardless of the
source from which such information was delivered.
Section 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trust Administrator will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trust Administrator initially
designates the Corporate Trust Office and the principal corporate trust office
of the Authenticating Agent, if any, as its offices and agencies for said
purposes.
Section 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trust Administrator in writing that
the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trust Administrator in writing that
it elects to terminate the book-entry system through the Clearing Agency or
(iii) after the occurrence of dismissal or resignation of the Master Servicer,
Beneficial Owners representing aggregate Voting Interests of not less than 51%
of the aggregate Voting Interests of each outstanding Class of Book-Entry
Certificates advise the Trust Administrator through the Clearing Agency and
Clearing Agency Participants in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Beneficial Owners, the Trust Administrator shall notify the Beneficial Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Beneficial Owners requesting the
same. Upon surrender to the Trust Administrator by the Clearing Agency of the
Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trust Administrator shall execute and authenticate
Definitive Certificates for delivery at its Corporate Trust Office. The Master
Servicer shall arrange for, and will bear all costs of, the printing and
issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
Section 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry Certificates
is required under this Agreement, unless and until Definitive Certificates shall
have been issued to Beneficial Owners pursuant to Section 5.07, the Trust
Administrator shall give all such notices and communications specified herein to
be given to Holders of Book-Entry Certificates to the Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement and
undertaken hereunder by the Seller and the Master Servicer.
Section 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER SERVICER.
Subject to the following paragraph, the Seller and the Master Servicer each will
keep in full effect its existence, rights and franchises as a corporation under
the laws of the jurisdiction of its incorporation, and will obtain and preserve
its qualification to do business as a foreign corporation in each jurisdiction
in which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or into any
Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which the
Seller or Master Servicer shall be a party, or any Person succeeding to the
business of the Seller or Master Servicer, shall be the successor of the Seller
or Master Servicer hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; PROVIDED, HOWEVER, that, in the case of the Master
Servicer, any such successor or resulting Person shall be qualified to service
mortgage loans for FNMA or FHLMC.
Section 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE MASTER SERVICER
AND OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of the
partners, directors, officers, employees or agents of any of them shall be under
any liability to the Trust Estate or the Certificateholders and all such Persons
shall be held harmless for any action taken or for refraining from the taking of
any action in good faith pursuant to this Agreement, or for errors in judgment;
PROVIDED, HOWEVER, that this provision shall not protect any such Person against
any breach of warranties or representations made herein or against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Seller, the Master Servicer, any
subcontractor, and any partner, director, officer, employee or agent of any of
them shall be entitled to indemnification by the Trust Estate and will be held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of his or its duties hereunder or by
reason of reckless disregard of his or its obligations and duties hereunder. The
Seller, the Master Servicer and any of the directors, officers, employees or
agents of either may rely in good faith on any document of any kind which, PRIMA
FACIE, is properly executed and submitted by any Person respecting any matters
arising hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; PROVIDED, HOWEVER, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A and Class B Certificates in the same manner as
Realized Losses are allocated pursuant to Section 4.02(a).
Section 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
Section 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights, benefits or
privileges under this Agreement to any other Person, or delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by the Master Servicer without
the prior written consent of the Trustee and the Trust Administrator, and any
agreement, instrument or act purporting to effect any such assignment, transfer,
delegation or appointment shall be void. Notwithstanding the foregoing, the
Master Servicer shall have the right without the prior written consent of the
Trustee or the Trust Administrator (i) to assign its rights and delegate its
duties and obligations hereunder; PROVIDED, HOWEVER, that (a) the purchaser or
transferee accepting such assignment or delegation is qualified to service
mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee and the Trust
Administrator, in the exercise of its reasonable judgment, and executes and
delivers to the Trustee and the Trust Administrator an agreement, in form and
substance reasonably satisfactory to the Trustee and the Trust Administrator,
which contains an assumption by such purchaser or transferee of the due and
punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer hereunder from and after the date
of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, Trust Administrator or the Seller under this Agreement, incurred by it
prior to the time that the conditions contained in clause (i) above are met.
Section 6.07 INDEMNIFICATION OF TRUSTEE, TRUST ADMINISTRATOR AND SELLER
BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee, the Trust
Administrator and the Seller and any director, officer or agent thereof against
any loss, liability or expense, including reasonable attorney's fees, arising
out of, in connection with or incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties of the Master Servicer under
this Agreement or by reason of reckless disregard of its obligations and duties
under this Agreement. Any payment pursuant to this Section made by the Master
Servicer to the Trustee, the Trust Administrator or the Seller shall be from
such entity's own funds, without reimbursement therefor. The provisions of this
Section 6.07 shall survive the termination of this Agreement.
Section 6.08 MASTER SERVICER COVENANTS CONCERNING YEAR 2000 COMPLIANCE.
The Master Servicer covenants that it is working to modify its computer and
other systems used in the performance of its duties as Master Servicer for the
Certificates to operate in a manner such that, on and after January 1, 2000, the
Master Servicer can perform its duties in accordance with the terms of this
Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Master Servicer
shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement which, in either
case, continues unremedied for a period of three business days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(ii) any failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a period
of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make
an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHLMC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator
on behalf of the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02 OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such Event of Default
shall not have been remedied, the Trustee, in addition to the rights specified
in Section 7.01, shall have the right, in its own name as trustee of an express
trust, to take all actions now or hereafter existing at law, in equity or by
statute to enforce its rights and remedies and to protect the interests, and
enforce the rights and remedies, of the Certificateholders (including the
institution and prosecution of all judicial, administrative and other
proceedings and the filing of proofs of claim and debt in connection therewith).
Except as otherwise expressly provided in this Agreement, no remedy provided for
by this Agreement shall be exclusive of any other remedy, and each and every
remedy shall be cumulative and in addition to any other remedy and no delay or
omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Event of Default.
Section 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE
DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; PROVIDED,
HOWEVER, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04 ACTION UPON CERTAIN FAILURES OF THE MASTER SERVICER AND UPON
EVENT OF DEFAULT.
In the event that the Trustee or the Trust Administrator shall have knowledge of
any failure of the Master Servicer specified in Section 7.01(i) or (ii) which
would become an Event of Default upon the Master Servicer's failure to remedy
the same after notice, the Trustee or the Trust Administrator may, but need not
if the Trustee or the Trust Administrator, as the case may be, deems it not in
the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
Section 7.05 TRUST ADMINISTRATOR TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to Section 7.01
or the Trustee or the Trust Administrator receives the resignation of the Master
Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trust
Administrator on behalf of the Trustee shall be the successor in all respects to
the Master Servicer in its capacity as master servicer under this Agreement and
the transactions set forth or provided for herein and shall have the rights and
powers and be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof and in its capacity as such successor shall have the same limitation of
liability herein granted to the Master Servicer. In the event that the Trust
Administrator is succeeding to the Master Servicer as the Master Servicer, as
compensation therefor, the Trust Administrator shall be entitled to receive
monthly such portion of the Master Servicing Fee, together with such other
servicing compensation as is agreed to at such time by the Trust Administrator
and the Master Servicer, but in no event more than 25% thereof until the date of
final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trust Administrator may, if it shall be unwilling
to so act, or shall, if it is unable to so act or to obtain a qualifying bid as
described below, appoint, or petition a court of competent jurisdiction to
appoint, any housing and home finance institution, bank or mortgage servicing
institution having a net worth of not less than $10,000,000 and meeting such
other standards for a successor servicer as are set forth herein, as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder;
PROVIDED, HOWEVER, that until such a successor master servicer is appointed and
has assumed the responsibilities, duties and liabilities of the Master Servicer
hereunder, the Trust Administrator shall continue as the successor to the Master
Servicer as provided above. The compensation of any successor master servicer so
appointed shall not exceed the compensation specified in Section 6.05 hereof. In
the event the Trust Administrator is required to solicit bids as provided above,
the Trust Administrator shall solicit, by public announcement, bids from housing
and home finance institutions, banks and mortgage servicing institutions meeting
the qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review.
Section 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a successor master
servicer, in each case as provided herein, the Trust Administrator shall give
prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trust Administrator shall
also, within 45 days after the occurrence of any Event of Default known to the
Trust Administrator, give written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register, unless such Event of
Default shall have been cured or waived within said 45-day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR.
The Trustee and the Trust Administrator, prior to the occurrence of an Event of
Default and after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has not
been cured), the Trustee and the Trust Administrator, subject to the provisions
of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in its exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee and the Trust Administrator, which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; PROVIDED, HOWEVER, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee and the
Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; PROVIDED, HOWEVER, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to
the Trustee and the Trust Administrator, and conforming to the
requirements of this Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally
liable with respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with the direction of holders of
Certificates which evidence in the aggregate not less than 25% of the
Voting Interest represented by all Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to
the Trustee and the Trust Administrator, or exercising any trust or power
conferred upon the Trustee and the Trust Administrator, under this
Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable
for any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the Trustee or
the Trust Administrator to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers if there is reasonable ground
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
Section 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE TRUST
ADMINISTRATOR.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may request and
rely and shall be protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties and the manner of obtaining consents and evidencing the
authorization of the execution thereof shall be subject to such reasonable
regulations as the Trustee or Trust Administrator, as applicable, may
prescribe;
(ii) Each of the Trustee and the Trust Administrator may consult
with counsel, and any written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall be
personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(iv) Subject to Section 7.04, the Trust Administrator shall not be
accountable, shall have no liability and makes no representation as to any
acts or omissions hereunder of the Master Servicer until such time as the
Trust Administrator may be required to act as Master Servicer pursuant to
Section 7.05 and thereupon only for the acts or omissions of the Trust
Administrator as successor Master Servicer; and
(v) Each of the Trustee and the Trust Administrator may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
Section 8.03 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR REQUIRED TO MAKE
INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after the curing of
all Events of Default which may have occurred, neither the Trustee nor the Trust
Administrator shall be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, Mortgage, Mortgage Note or
other paper or document (provided the same appears regular on its face), unless
requested in writing to do so by holders of Certificates evidencing in the
aggregate not less than 51% of the Voting Interest represented by all
Certificates; PROVIDED, HOWEVER, that if the payment within a reasonable time to
the Trustee or the Trust Administrator of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Trust Administrator, not reasonably assured to the
Trustee or the Trust Administrator by the security afforded to it by the terms
of this Agreement, the Trustee or the Trust Administrator may require reasonable
indemnity against such expense or liability as a condition to so proceeding. The
reasonable expense of every such investigation shall be paid by the Master
Servicer or, if paid by the Trustee or the Trust Administrator, shall be repaid
by the Master Servicer upon demand.
Section 8.04 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR LIABLE FOR
CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
Section 8.05 TRUSTEE AND TRUST ADMINISTRATOR MAY OWN CERTIFICATES.
Each of the Trustee, the Trust Administrator and any agent thereof, in its
individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent and may transact banking and/or trust business with
the Seller, the Master Servicer or their Affiliates.
Section 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to each of the Trustee and the
Trust Administrator from time to time, and each of the Trustee and the Trust
Administrator shall be entitled to receive, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee or the Trust Administrator, as the
case may be, and the Master Servicer will pay or reimburse the Trustee or the
Trust Administrator, as the case may be, upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith.
Section 8.07 ELIGIBILITY REQUIREMENTS.
Each of the Trustee and the Trust Administrator hereunder shall at all times (i)
be a corporation or association having its principal office in a state and city
acceptable to the Seller, organized and doing business under the laws of such
state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
Section 8.08 RESIGNATION AND REMOVAL.
Either of the Trustee or the Trust Administrator may at any time resign and be
discharged from the trust hereby created by giving written notice of resignation
to the Master Servicer, such resignation to be effective upon the appointment of
a successor trustee or trust administrator. Upon receiving such notice of
resignation, the Master Servicer shall promptly appoint a successor trustee or
trust administrator by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee or trust administrator shall have been
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Trust Administrator, as the case
may be, may petition any court of competent jurisdiction for the appointment of
a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to be eligible
in accordance with the provisions of Section 8.07 and shall fail to resign after
written request for its resignation by the Master Servicer, or if at any time
the Trustee or the Trust Administrator shall become incapable of acting, or an
order for relief shall have been entered in any bankruptcy or insolvency
proceeding with respect to such entity, or a receiver of such entity or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or the Trust Administrator or of the property or affairs of the
Trustee or the Trust Administrator for the purpose of rehabilitation, conversion
or liquidation, or the Master Servicer shall deem it necessary in order to
change the situs of the Trust Estate for state tax reasons, then the Master
Servicer shall remove the Trustee and/or the Trust Administrator, as the case
may be, and appoint a successor trustee and/or successor trust administrator by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the Trustee or Trust Administrator so removed and one copy to the
successor trustee or successor trust administrator, as the case may be.
The Holders of Certificates evidencing in the aggregate not less than 51% of the
Voting Interests represented by all Certificates (except that any Certificate
registered in the name of the Seller, the Master Servicer or any affiliate
thereof will not be taken into account in determining whether the requisite
Voting Interests has been obtained) may at any time remove the Trustee and/or
the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator and
appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
Section 8.09 SUCCESSOR.
Any successor trustee or successor trust administrator appointed as provided in
Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and
to its predecessor trustee or trust administrator, as the case may be, an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee or trust administrator shall become
effective, and such successor, without any further act, deed or reconveyance,
shall become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with like effect as if originally named as trustee or
trust administrator, as the case may be, herein. The predecessor trustee or
trust administrator shall deliver to its successor all Owner Mortgage Loan Files
and related documents and statements held by it hereunder (other than any Owner
Mortgage Loan Files at the time held by a Custodian, which Custodian shall
become the agent of any successor trustee hereunder), and the Seller, the Master
Servicer and the predecessor entity shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee or successor trust
administrator, as the case may be, all such rights, powers, duties and
obligations. No successor shall accept appointment as provided in this Section
unless at the time of such acceptance such successor shall be eligible under the
provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this Section, the
Master Servicer shall mail notice of the succession of such trustee or trust
administrator hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Master Servicer fails to mail such
notice within ten days after acceptance of the successor trustee or successor
trust administrator, as the case may be, the successor trustee or trust
administrator shall cause such notice to be mailed at the expense of the Master
Servicer.
Section 8.10 MERGER OR CONSOLIDATION.
Any Person into which either the Trustee or the Trust Administrator may be
merged or converted or with which it may be consolidated, to which it may sell
or transfer its corporate trust business and assets as a whole or substantially
as a whole or any Person resulting from any merger, sale, transfer, conversion
or consolidation to which the Trustee or the Trust Administrator shall be a
party, or any Person succeeding to the business of such entity, shall be the
successor of the Trustee or Trust Administrator, as the case may be, hereunder;
PROVIDED, HOWEVER, that (i) such Person shall be eligible under the provisions
of Section 8.07, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, and (ii) the Trustee or the Trust Administrator, as the case
may be, shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject 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 or the Trust Administrator, as the case may be.
Section 8.11 AUTHENTICATING AGENT.
The Trust Administrator may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trust Administrator in authenticating
Certificates. Wherever reference is made in this Agreement to the authentication
of Certificates by the Trust Administrator or the Trust Administrator's
countersignature, such reference shall be deemed to include authentication on
behalf of the Trust Administrator by the Authenticating Agent and a certificate
of authentication executed on behalf of the Trust Administrator by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Authenticating Agent shall be a
party, or any corporation succeeding to the corporate agency business of the
Authenticating Agent, shall be the Authenticating Agent without the execution or
filing of any paper or any further act on the part of the Trust Administrator or
the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Trust Administrator,
the Seller and the Master Servicer. The Trust Administrator may at any time
terminate the agency of the Authenticating Agent by giving written notice
thereof to the Authenticating Agent, the Seller and the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trust Administrator promptly shall appoint
a successor Authenticating Agent, which shall be acceptable to the Master
Servicer, and shall give written notice of such appointment to the Seller, and
shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trust Administrator. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
Section 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; PROVIDED, HOWEVER, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee to the extent permitted by law, without the appointment of a new or
successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 8.07 hereunder and no notice
to Certificateholders of the appointment thereof shall be required under Section
8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent necessary
to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the co-trustees to
the extent, and in accordance with the standards, specified in Section 8.06
hereof.
Section 8.13 APPOINTMENT OF CUSTODIANS.
The Trust Administrator may at any time on or after the Closing Date, with the
consent of the Master Servicer and the Seller, appoint one or more Custodians to
hold all or a portion of the Owner Mortgage Loan Files as agent for the Trust
Administrator, by entering into a Custodial Agreement. Subject to this Article
VIII, the Trust Administrator agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).
Section 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
Each of the Trustee, the Trust Administrator and the Master Servicer covenants
and agrees that it shall perform its duties hereunder in a manner consistent
with the REMIC Provisions and shall not knowingly take any action or fail to
take any action that would (i) affect the determination of the Trust Estate's
status as 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 Trust
Administrator, the Trust Administrator, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns 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 Trust Administrator and calculated on a monthly basis by
using the issue prices of the Certificates; (iv) make available information
necessary for the application of any tax imposed on transferors of residual
interests to "disqualified organizations" (as defined in the REMIC Provisions);
(v) file Forms SS-4 and 8811 and respond to inquiries by Certificateholders or
their nominees concerning information returns, reports or tax returns; (vi)
maintain (or cause to be maintained by the Servicers) such records relating to
the 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-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 a 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 and comply with written directions from the Master Servicer or the
Trust Administrator.
In order to enable the Master Servicer, the Trust Administrator or the Trustee,
as the case may be, to perform its duties as set forth above, the Seller shall
provide, or cause to be provided, to the Master Servicer within ten days after
the Closing Date all information or data that the Master Servicer determines to
be relevant for tax purposes to the valuations and offering prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to the
Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trust Administrator prepares any of the federal, state and local tax returns
of the REMIC as described above, the Trust Administrator hereby indemnifies the
Seller, the Master Servicer and the Trustee for any losses, liabilities,
damages, claims or expenses of the Seller, the Master Servicer or the Trustee
arising from the Trust Administrator's willful misfeasance, bad faith or
negligence in connection with such preparation.
Notwithstanding anything in this Agreement to the contrary, each of the Master
Servicer, the Trust Administrator and the Trustee shall pay from its own funds,
without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee to, respectively,
perform its obligations under this Section 8.14.
Section 8.15 MONTHLY ADVANCES.
In the event that Norwest Mortgage fails to make a Periodic Advance required to
be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trust Administrator shall make a Periodic Advance as
required by Section 3.03 hereof; PROVIDED, HOWEVER, the Trust Administrator
shall not be required to make such Periodic Advances if prohibited by law or if
it determines that such Periodic Advance would be a Nonrecoverable Advance. With
respect to those Periodic Advances which should have been made by Norwest
Mortgage, the Trust Administrator shall be entitled, pursuant to Section
3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the Certificate Account
for Periodic Advances and Nonrecoverable Advances made by it.
Section 8.16 TRUSTEE COVENANTS CONCERNING YEAR 2000 COMPLIANCE.
The Trustee covenants that it is working to modify its computer and other
systems used in the performance of its duties as trustee for the Certificates to
operate in a manner such that, on and after January 1, 2000, the Trustee can
perform its duties in accordance with the terms of this Agreement.
Section 8.17 TRUST ADMINISTRATOR COVENANTS CONCERNING YEAR 2000 COMPLIANCE.
The Trust Administrator covenants that it is working to modify its computer and
other systems used in the performance of its duties as trust administrator for
the Certificates to operate in a manner such that, on and after January 1, 2000,
the Trust Administrator can perform its duties in accordance with the terms of
this Agreement.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01 TERMINATION UPON PURCHASE BY THE SELLER OR LIQUIDATION OF
ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and responsibilities of the
Seller, the Master Servicer, the Trust Administrator and the Trustee created
hereby (other than the obligation of the Trust Administrator to make certain
payments after the Final Distribution Date to Certificateholders and the
obligation of the Master Servicer to send certain notices as hereinafter set
forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, HOWEVER, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate pursuant
to clause (i) of the preceding paragraph are subject to Section 9.02 and
conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans as
of the Final Distribution Date being less than the amount set forth in Section
11.22. In the case of any purchase by the Seller pursuant to said clause (i),
the Seller shall provide to the Trust Administrator the certification required
by Section 3.04 and the Trust Administrator and the Custodian shall, promptly
following payment of the purchase price, release to the Seller the Owner
Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which shall
be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trust Administrator
for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer (if it is exercising its right to purchase the assets of
the Trust Estate) or by the Trust Administrator (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trust Administrator
therein designated, (B) the amount of any such final payment and (C) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made (except in the case of any Class A Certificate surrendered
on a prior Distribution Date pursuant to Section 4.01) only upon presentation
and surrender of the Certificates at the office or agency of the Trust
Administrator therein specified. If the Master Servicer is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust Administrator
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class A-R 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 Trust Administrator of any Periodic
Advances, is insufficient to pay in full the amounts set forth in clauses (i),
(ii) and (iii) of this paragraph, then any shortfall in the amount available for
distribution to Certificateholders shall be allocated in reduction of the
amounts otherwise distributable on the Final Distribution Date in the same
manner as Realized Losses are allocated pursuant to Sections 4.02(b) and 4.02(g)
hereof. Such distribution on the Final Distribution Date shall be in lieu of the
distribution otherwise required to be made on such Distribution Date in respect
of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trust Administrator shall on such date cause
all funds, if any, in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer (if
it exercised its right to purchase the assets of the Trust Estate) or the Trust
Administrator (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within three months
after the second notice all the Certificates shall not have been surrendered for
cancellation, the Trust Administrator may take appropriate steps, or may appoint
an agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds on deposit in such escrow account.
Section 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trust Administrator has received an Opinion of Counsel to the effect
that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the REMIC as of the date of such notice (or, if earlier,
the date on which the first such notice is mailed to Certificateholders).
The Master Servicer shall also specify such date in a statement attached
to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and shall
distribute such cash within 90 days of such adoption in the manner
specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 AMENDMENT.
This Agreement or any Custodial Agreement may be amended from time to time by
the Seller, the Master Servicer, the Trust Administrator and the Trustee,
without the consent of any of the Certificateholders, (i) to cure any ambiguity
or mistake, (ii) to correct or supplement any provisions herein or therein which
may be inconsistent with any other provisions herein or therein, (iii) to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary to maintain the qualification of the Trust Estate as 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 and the Trust Administrator have received an Opinion of Counsel to the
effect that such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such
action shall not, as evidenced by such Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder, (iv) to change the
timing and/or nature of deposits into the 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, the Trust Administrator and the Trustee with
the consent of the Holders of Certificates evidencing in the aggregate not less
than 66-2/3% of the aggregate Voting Interests of each Class of Certificates
affected thereby for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or such Custodial
Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; PROVIDED, HOWEVER, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interest of the Holders of Certificates of any Class in a
manner other than as described in clause (i) hereof without the consent of
Holders of Certificates of such Class evidencing, as to such Class, Voting
Interests aggregating not less than 66-2/3% or (iii) reduce the aforesaid
percentage of Certificates of any Class the Holders of which are required to
consent to any such amendment, without the consent of the Holders of all
Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, neither the Trustee
nor the Trust Administrator shall consent to any amendment to this Agreement
unless it shall have first received an Opinion of Counsel to the effect that
such amendment will not subject 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 Trust Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
Notwithstanding any contrary provision of this Agreement, the Master Servicer
may, from time to time, amend Schedule I hereto without the consent of any
Certificateholder, the Trust Administrator or the Trustee; PROVIDED, HOWEVER,
(i) that such amendment does not conflict with any provisions of the related
Servicing Agreement, (ii) that the related Servicing Agreement provides for the
remittance of each type of Unscheduled Principal Receipts received by such
Servicer during the Applicable Unscheduled Principal Receipt Period (as so
amended) related to each Distribution Date to the Master Servicer no later than
the 24th day of the month in which such Distribution Date occurs and (iii) that
such amendment is for the purpose of changing the Applicable Unscheduled
Principal Receipt Period for all Mortgage Loans serviced by any Servicer to a
Mid-Month Receipt Period with respect to Full Unscheduled Principal Receipts and
to a Prior Month Receipt Period with respect to Partial Unscheduled Principal
Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b) shall be
promptly forwarded to the Trust Administrator.
Section 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the applicable recording
office) is subject to recordation in all appropriate public offices for real
property records in all the towns or other comparable jurisdictions in which any
or all of the Mortgaged Properties are situated, and in any other appropriate
public office or elsewhere, such recordation to be effected by the Master
Servicer and at its expense on direction by the Trust Administrator, but only
upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust Estate, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust Estate, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.
Except as otherwise expressly provided herein, no Certificateholder, solely by
virtue of its status as a Certificateholder, shall have any right to vote or in
any manner otherwise control the operation and management of the Trust Estate,
or the obligations of the parties hereto, nor shall anything herein set forth,
or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder, shall
have any right by virtue or by availing of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trust Administrator a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
evidencing not less than 25% of the Voting Interest represented by all
Certificates shall have made written request upon the Trust Administrator to
institute such action, suit or proceeding in its own name as Trust Administrator
hereunder and shall have offered to the Trust Administrator such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trust Administrator, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trust Administrator, that no one or more
Holders of Certificates shall have any right in any manner whatever by virtue or
by availing of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Agreement, except in the manner herein provided and
for the benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section, each and every Certificateholder and the Trust
Administrator shall be entitled to such relief as can be given either at law or
in equity.
Section 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the State of
New York (without regard to conflicts of laws principles), and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws.
Section 10.05 NOTICES.
All demands, notices and communications hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Seller, (ii) in the case of the
Master Servicer, to Norwest Bank Minnesota, National Association, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Vice President or such other
address as may hereafter be furnished to the Seller and the Trustee in writing
by the Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust
Office and (iv) in the case of the Trust Administrator, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee or the Trust Administrator, in
each case Attention: Corporate Trust Department. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice, PROVIDED, HOWEVER, that any demand, notice
or communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by an
officer of the Master Servicer, the Master Servicer shall not be deemed to have
knowledge of any act or failure to act of any Servicer unless notified thereof
in writing by the Trustee, the Trust Administrator, such Servicer or a
Certificateholder.
Section 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
Section 10.07 SPECIAL NOTICES TO RATING AGENCIES .
The Trust Administrator shall give prompt notice to each Rating Agency of the
occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section
10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
The Master Servicer shall give prompt notice to each Rating Agency of the
occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust administrator
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of Incorporation
without the prior written consent of each Rating Agency rating the Certificates.
Section 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of all of its
right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.00% per annum.
Section 11.01 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 $175,292,086.68.
Section 11.04 ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 96.99589936%.
Section 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS A
CERTIFICATES.
As to the following Classes of Class A Certificates, the Principal Balance of
such Class as of the Cut-Off Date, as follows:
Original
CLASS PRINCIPAL BALANCE
Class A-1 $138,267,000.00
Class A-2 $7,984,000.00
Class A-3 $6,039,000.00
Class A-4 $17,530,000.00
Class A-PO $212,417.21
Class A-R $100.00
Section 11.06 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is $169,820,100.00.
Section 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 3.00410064%.
Section 11.08 ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 1.10178412%.
Section 11.09 ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 1.15090462%.
Section 11.10 ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.25074299%.
Section 11.11 ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.25017182%.
Section 11.12 ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.09995450%.
Section 11.13 ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.15054259%.
Section 11.14 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $5,259,569.47
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 $1,929,000.00
Class B-2 $2,015,000.00
Class B-3 $439,000.00
Class B-4 $438,000.00
Class B-5 $175,000.00
Class B-6 $263,569.47
Section 11.16 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 1.90231651%.
Section 11.17 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 0.75141189%.
Section 11.18 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.50066890%.
Section 11.19 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.25049708%.
Section 11.20 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.15054259%.
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 $17,529,208.67 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.23 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A (other than the Class A-PO and Class A-R
Certificates) and the Class B Certificates (other than the Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates), the minimum Denomination eligible for
wire transfer on each Distribution Date is $500,000. With respect to the Class
A-PO Certificates, the minimum Denomination eligible for wire transfer on each
Distribution Date is 100% Percentage Interest. The Class A-R, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates are not eligible for wire transfer.
Section 11.24 SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates (other than the
Class A-2, Class A-3, 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-2 and Class A-3 Certificates represents a $1,000 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 $438,00000, $175,000.00 and $263,569.47 Denomination, respectively.
A Single Certificate for the Class A-PO Certificates represents a $212,417.21
Denomination.
Section 11.25 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such rate as is set
forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
Section 11.26 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan is
0.017% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust Administrator and
the Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized, all as of the day and year first above
written.
NORWEST ASSET SECURITIES
CORPORATION
as Seller
By:__________________________
Name: Alan S. McKenney
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Master Servicer
By:__________________________
Name: Nancy E. Burgess
Title: Vice President
FIRST UNION NATIONAL BANK
as Trust Administrator
By:__________________________
Name:
Title:
Attest:
By: _________________
Name: _______________
Title:_______________
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
By:__________________________
Name
Title:
<PAGE>
STATE OF MARYLAND )
) ss.:
COUNTY OF FREDERICK )
On this 25th day of February, 1999, before me, a notary public in and for the
State of Maryland, personally appeared Alan S. McKenney, known to me who, being
by me duly sworn, did depose and say that he resides at McLean, Virginia; that
he is a Vice President of Norwest Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
- ------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF MARYLAND )
) ss.:
COUNTY OF FREDERICK )
On this 25th day of February, 1999, before me, a notary public in and for the
State of Maryland, personally appeared Nancy E. Burgess, known to me who, being
by me duly sworn, did depose and say that she resides at Frederick, Maryland;
that she is a Vice President of Norwest Bank Minnesota, National Association, a
national banking association, one of the parties that executed the foregoing
instrument; and that she signed 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 25th day of February, 1999, before me, a notary public in and for
_________________, personally appeared ___________________, known to me who,
being by me duly sworn, did depose and say that s/he resides at
_________________, _________________; that s/he is a ____________________ of
United States Trust Company of New York, a ________________, one of the parties
that executed the foregoing instrument; and that s/he signed his/her name
thereto by order of the Board of Directors of said corporation.
- ------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF )
On this 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 1999-6
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
SERVICER PRINCIPAL RECEIPTS PRINCIPAL RECEIPTS
Norwest Mortgage, Inc. Exhibit F-1 Prior Month Prior Month
The Huntington Mortgage Company Mid-Month Prior Month
GMAC Mortgage Corporation Mid-Month Prior Month
Star Bank Mid-Month Prior Month
First Union Mortgage Corp. Mid-Month Prior Month
Bank of America, NT&SA 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 1999-6 CLASS A-1
evidencing an interest in a pool of
fixed
interest rate, conventional, monthly
pay,
fully amortizing, first lien, one- to
four-family residential mortgage
loans, which may include loans secured
by shares issued by
cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R First Distribution Date: March 25, 1999
Percentage Interest evidenced : Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25,
2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-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"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-6 CLASS A-2
evidencing an interest in a pool of
fixed
interest rate, conventional, monthly
pay,
fully amortizing, first lien, one- to
four-family residential mortgage
loans, which may include loans secured
by shares issued by
cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R First Distribution Date: March 25, 1999
Percentage Interest evidenced : Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25,
2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-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"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on February 25, 1999, and based on its issue price of
94.80625%, 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
350% SPA (as defined in the Prospectus Supplement dated February 17, 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 5.19375000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
6.73%. 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
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-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 1999-6 CLASS A-3
evidencing an interest in a pool of
fixed
interest rate, conventional, monthly
pay,
fully amortizing, first lien, one- to
four-family residential mortgage
loans, which may include loans secured
by shares issued by
cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R First Distribution Date: March 25, 1999
Percentage Interest evidenced : Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-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"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of the Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on February 25, 1999, and based on its issue price of
92.80625%, 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
350% SPA (as defined in the Prospectus Supplement dated February 17, 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 7.19375000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
6.77%. 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
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-6 CLASS A-4
evidencing an interest in a pool of
fixed
interest rate, conventional, monthly
pay,
fully amortizing, first lien, one- to
four-family residential mortgage
loans, which may include loans secured
by shares issued by
cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R First Distribution Date: March 25, 1999
Percentage Interest evidenced : Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-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"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 6.000% 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-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 1999-6 CLASS A-PO
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include
loans secured by shares issued by
cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R First Distribution Date: March 25, 1999
Percentage Interest evidenced : Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-PO Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 25, 1999 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class A-PO Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trustee against any liability that may result if the transfer is
not so exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trust Administrator will also require (i)
a representation letter, in the form as described in the Agreement, stating that
the transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (ii) if such transferee is a Plan,
(a) an opinion of counsel acceptable to and in form and substance satisfactory
to the Trust Administrator and the Seller with respect to certain matters and
(b) such other documentation as the Seller or the Master Servicer may require,
as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on February 25, 1999, at an issue price of 68.81250%
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 350% SPA (as defined in the
Prospectus Supplement dated February 17, 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) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
31.18750000%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 8.32%. 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
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE 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 1999-6, CLASS A-R
evidencing an interest in a pool of
fixed
interest rate, conventional, monthly
pay,
fully amortizing, first lien, one- to
four-family residential mortgage
loans, which may include loans secured
by shares issued by
cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R First Distribution Date: March 25, 1999
Percentage Interest evidenced : Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: March 25, 2029
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holder of the Class A-R Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 25, 1999 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-6, CLASS B-1
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include
loans secured by shares issued by
cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R First Distribution Date: March 25, 1999
Percentage Interest evidenced : Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 25, 1999 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates as specified in the Agreement, any Class B-1
Distribution Amount required to be distributed to Holders of the Class B-1
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trust Administrator (i)
a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on February 25, 1999, and based on its issue price of
94.28700%, 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
350% SPA (as defined in the Prospectus Supplement dated February 17, 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 5.71300000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
6.83%. 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
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-6, CLASS B-2
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include
loans secured by shares issued by
cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R First Distribution Date: March 25, 1999
Percentage Interest evidenced : Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 25, 1999 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-2 Distribution Amount required to be distributed to Holders of the Class B-2
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-2
Certificates applicable to each Distribution Date will be 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trust Administrator (i)
a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on February 25, 1999, and based on its issue price of
92.66100%, 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
350% SPA (as defined in the Prospectus Supplement dated February 17, 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 7.33900000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
7.08%. 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
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-6, CLASS B-3
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include
loans secured by shares issued by
cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R First Distribution Date: March 25, 1999
Percentage Interest evidenced : Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
<PAGE>
THIS CERTIFIES THAT _______________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-3 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 25, 1999 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-3 Distribution Amount required to be distributed to Holders of the Class B-3
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-3
Certificates applicable to each Distribution Date will be 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trust Administrator (i)
a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on February 25, 1999, and based on its issue price of
87.00200%, 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
350% SPA (as defined in the Prospectus Supplement dated February 17, 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 12.99800000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
7.99%. 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
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-6, CLASS B-4
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include
loans secured by shares issued by
cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R First Distribution Date: March 25, 1999
Percentage Interest evidenced : Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 25, 1999 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-4 Distribution Amount required to be distributed to Holders of the Class B-4
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-4
Certificates applicable to each Distribution Date will be 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on February 25, 1999, and based on its issue price of
76.88800%, 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
350% SPA (as defined in the Prospectus Supplement dated February 17, 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 23.11200000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
9.86%. 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
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-6, CLASS B-5
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include
loans secured by shares issued by
cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R First Distribution Date: March 25, 1999
Percentage Interest evidenced : Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-5 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 25, 1999 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-5 Distribution Amount required to be distributed to Holders of the Class B-5
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-5
Certificates applicable to each Distribution Date will be 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on February 25, 1999, and based on its issue price of
60.18700%, 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
350% SPA (as defined in the Prospectus Supplement dated February 17, 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 39.81300000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
13.83%. 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
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-6, CLASS B-6
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include
loans secured by shares issued by
cooperative housing corporations, sold
by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R First Distribution Date: March 25, 1999
Percentage Interest evidenced : Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-6 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 25, 1999 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-6 Distribution Amount required to be distributed to Holders of the Class B-6
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-6
Certificates applicable to each Distribution Date will be 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on February 25, 1999, and based on its issue price of
22.11900%, 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
350% SPA (as defined in the Prospectus Supplement dated February 17, 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 77.88100000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
36.59%. 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
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Reverse of Series 1999-6 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-6
This Certificate is one of a duly authorized issue of Certificates issued in
several Classes designated as Mortgage Pass-Through Certificates of the Series
specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the Trust Administrator,
such advances are reimbursable to such Servicer, the Master Servicer or the
Trust Administrator to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account created
for the benefit of Certificateholders may be made by the Master Servicer from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement to a Servicer, the Master Servicer or the Trust
Administrator, as applicable, of advances made by such Servicer, the Master
Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment
of the Agreement and the modification of the rights and obligations of the
Seller, the Master Servicer, the Trust Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the Voting Interests of each Class of Certificates affected thereby. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain circumstances without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
office or agency appointed by the Trust Administrator, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar, duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
Denominations evidencing the same Class and aggregate Percentage Interest will
be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
Classes and Denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized Denominations evidencing the
same Class and aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the Trustee and the
Certificate Registrar, and any agent of the Seller, the Master Servicer, the
Trust Administrator, the Trustee or the Certificate Registrar, may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Seller, the Master Servicer, the Trust Administrator,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the Certificates and the
Trust Estate created thereby shall terminate upon the last action required to be
taken by the Trust Administrator on the Final Distribution Date pursuant to the
Agreement following the earlier of (i) the payment or other liquidation (or
advance with respect thereto) of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller from the
Trust Estate of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date of the Agreement.
The Agreement permits, but does not require, the Seller to purchase all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan at a price determined as provided in the Agreement. The exercise of such
option will effect early retirement of the Certificates, the Seller's right to
exercise such option being subject to the Pool Scheduled Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of such
repurchase are distributed being less than ten percent of the Cut-Off Date
Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like Denomination or Percentage Interest and Class, to the above named assignee
and deliver such Certificate to the following address:
Social Security or other Identifying Number of Assignee:
- ------------------------------------------------------------------------------
Dated:
-----------------------------------
Signature by or on behalf of
assignor
-----------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise,
in immediately available funds to
_________________________________________________________________ for the
account of _______________________________________________ account number
_____________, or, if mailed by check, to
_______________________________________________________. Applicable
statements should be mailed to ___________________________________________
- ---------------------------------------------------.
This information is provided by ______________________, the assignee named
above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
"Agreement"), dated as of _____________, by and among FIRST UNION NATIONAL BANK,
not individually, but solely as Trust Administrator (including its successors
under the Pooling and Servicing Agreement defined below, the "Trust
Administrator"), NORWEST ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H
WHEREAS, the Seller, the Master Servicer, the Trust Administrator and United
States Trust Company of New York, as trustee, have entered into a Pooling and
Servicing Agreement dated as of February 25, 1999 relating to the issuance of
Mortgage Pass-Through Certificates, Series 1999-6 (as in effect on the date of
this Agreement, the "Original Pooling and Servicing Agreement", and as amended
and supplemented from time to time, the "Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust Administrator
for the purposes of receiving and holding certain documents and other
instruments delivered by the Seller under the Pooling and Servicing Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trust Administrator, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE V
Definitions
Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE VI
Custody of Mortgage Documents
Section 6.01 CUSTODIAN TO ACT AS AGENT; ACCEPTANCE OF CUSTODIAL
FILES. The Custodian, as the duly appointed agent of the Trust Administrator for
these purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 6.02 RECORDATION OF ASSIGNMENTS. If any Custodial File
includes one or more assignments to the Trust Administrator of Mortgage Notes
and related Mortgages that have not been recorded, each such assignment shall be
delivered by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 6.03 REVIEW OF CUSTODIAL FILES. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If
in performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 6.04 NOTIFICATION OF BREACHES OF REPRESENTATIONS AND
WARRANTIES. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 6.05 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 6.06 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 VII
Concerning the Custodian
Section 7.01 CUSTODIAN A BAILEE AND AGENT OF THE TRUST
ADMINISTRATOR. With respect to each Mortgage Note, Mortgage and other documents
constituting each Custodian File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the Trust Administrator, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Custodial File shall be delivered by the Custodian to the Seller or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 7.02 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 7.03 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 7.04 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 7.05 CUSTODIAN MAY RESIGN; TRUST ADMINISTRATOR MAY REMOVE
CUSTODIAN. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In such event, the
Trust Administrator shall appoint, or petition a court of competent jurisdiction
to appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority and shall be able to satisfy the other requirements contained in
Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trust
Administrator shall give prompt notice to the Seller and the Master Servicer of
the appointment of any successor Custodian. No successor Custodian shall have
been appointed and accepted appointment by the Trust Administrator without the
prior approval of the Seller and the Master Servicer.
Section 7.06 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 7.07 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 VIII
Miscellaneous Provisions
Section 8.01 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 8.02 AMENDMENTS. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trust Administrator shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trust
Administrator shall give prompt notice to the Custodian of any amendment or
supplement to the Pooling and Servicing Agreement and furnish the Custodian with
written copies thereof.
SECTION 8.03 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 8.04 RECORDATION OF AGREEMENT. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 8.05 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By:_____________________________
Charlotte, North Carolina, 28288 Name:___________________________
Title:__________________________
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By:_____________________________
Name:___________________________
Title:__________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:_____________________________
Name:___________________________
Title:__________________________
Address: [CUSTODIAN]
By:_____________________________
Name:___________________________
Title:__________________________
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for the
State of ____________, personally appeared __________ _________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and for the
State of __________, personally appeared __________ __________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage]
NASCOR
NMI / 1999-06 Exhibit F-1
30 YEAR FIXED RATE RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x)
- -------- ---- ----- ----- -------- -------- -------- -------- -------- -------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
- -------- ---- ----- ---- -------- -------- --------- -------- -------- -------- --------- ------
</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
COUNT:
WAC:
WAM:
WALTV:
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1999-06 Exhibit F-2
30 YEAR FIXED RATE RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- ---------------------- ----- ----- -------- -------- -------- ---------- -------- --------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- ---------------------- ----- ----- -------- -------- -------- --------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4654963 PEWAUKEE WI 53072 SFD 6.500 6.000 $1,877.56 360 1-Jan-29 $296,781.46
4683661 LEDGEWOOD NJ 07852 SFD 6.750 6.000 $1,777.49 360 1-Jan-29 $273,814.04
4694109 MONETA VA 24121 SFD 7.125 6.000 $1,964.57 360 1-Jul-28 $289,938.28
4694307 FLOWER MOUND TX 75028 SFD 6.500 6.000 $2,125.33 360 1-Jan-29 $335,946.02
4694434 SANTA CLARA CA 95050 LCO 6.375 6.000 $1,307.64 360 1-Feb-29 $209,600.00
4722101 STANFORD CT 06903 SFD 6.750 6.000 $5,392.77 360 1-Feb-29 $831,450.00
4734607 ALPHARETTA GA 30022 SFD 6.750 6.000 $2,159.84 360 1-Feb-29 $333,000.00
4748358 PALM HARBOR FL 34685 SFD 7.000 6.000 $3,506.15 360 1-Jan-29 $526,568.02
4750994 WHITEHOUSE STATION NJ 08889 SFD 6.375 6.000 $2,620.26 360 1-Jan-29 $419,610.99
4752404 SOUTHLAKE TX 76092 SFD 6.500 6.000 $2,844.31 360 1-Jan-29 $449,593.19
4757728 PLEASANTON CA 94588 SFD 7.375 6.000 $4,199.31 360 1-Feb-29 $608,000.00
4758437 NAPERVILLE IL 60564 SFD 6.750 6.000 $2,270.10 360 1-Jan-29 $349,698.65
4761678 BRENTWOOD TN 37027 SFD 7.000 6.000 $2,922.01 360 1-Feb-29 $439,200.00
4767477 LEBANON NJ 08833 SFD 6.500 6.000 $2,370.26 360 1-Jan-29 $374,660.99
4768505 BURR RIDGE IL 60521 SFD 6.500 6.000 $2,652.48 360 1-Jan-29 $419,270.62
4772031 TAMPA FL 33647 SFD 7.625 6.000 $1,768.43 360 1-Jan-29 $249,669.16
4775157 GREEN NJ 07821 SFD 6.375 6.000 $1,669.48 360 1-Jan-29 $267,352.15
4775894 GRANT MN 55082 SFD 6.750 6.000 $3,761.87 360 1-Feb-29 $580,000.00
4779784 STEWARTSVILLE NJ 08886 SFD 6.750 6.000 $1,596.20 360 1-Jan-29 $245,888.11
4779901 PONTE VEDRA BEACH FL 32082 SFD 6.625 6.000 $1,790.31 360 1-Jan-29 $279,353.31
4782551 VALENCIA CA 91354 SFD 6.875 6.000 $1,936.30 360 1-Jan-29 $294,502.37
4785307 SOUTHLAKE TX 76092 SFD 6.875 6.000 $2,332.10 360 1-Feb-29 $355,000.00
4785406 PENNINGTON NJ 08534 SFD 7.125 6.000 $1,863.85 360 1-Jan-29 $276,428.76
4788141 WILMINGTON DE 19807 SFD 6.750 6.000 $2,386.85 360 1-Oct-28 $366,721.87
4789219 SPARTA NJ 07871 SFD 6.750 6.000 $2,434.52 360 1-Feb-29 $375,350.00
4794760 MARIETTA GA 30066 SFD 6.500 6.000 $1,548.57 360 1-Feb-29 $245,000.00
4796106 MEMPHIS TN 38103 SFD 7.000 6.000 $1,674.90 360 1-Jan-29 $251,543.64
4798032 CHARLOTTE NC 28277 SFD 6.250 5.983 $2,926.20 360 1-Jan-29 $474,799.06
4799550 PITTSTOWN NJ 08867 SFD 6.750 6.000 $1,945.80 360 1-Feb-29 $300,000.00
4802171 HOUSTON TX 77005 SFD 6.875 6.000 $1,977.36 360 1-Jan-29 $300,747.12
4804695 BERNARDSVILLE NJ 07924 SFD 6.875 6.000 $3,448.88 360 1-Feb-29 $525,000.00
4805695 WRIGHTSTOWN PA 18940 SFD 6.375 6.000 $1,902.81 360 1-Jan-29 $304,717.50
4806405 ATHENS GA 30606 SFD 6.375 6.000 $1,545.33 360 1-Jan-29 $247,268.63
4807104 AUSTIN TX 78726 SFD 6.500 6.000 $1,694.58 360 1-Jan-29 $267,857.63
4807676 WESTON FL 33326 SFD 6.750 6.000 $2,202.00 360 1-Jan-29 $339,207.69
4807852 SCOTTSDALE AZ 85259 SFD 7.250 6.000 $2,455.83 360 1-Jul-28 $357,797.59
4808251 RYE NY 10580 SFD 6.375 6.000 $1,871.61 360 1-Jan-29 $299,222.14
4809766 KIRKLAND WA 98034 SFD 6.500 6.000 $3,476.38 360 1-Jan-29 $549,502.79
4811283 SOUTH SALEM NY 10590 SFD 6.750 6.000 $2,957.61 360 1-Aug-28 $453,610.96
4811456 MONROE CT 06468 SFD 6.500 6.000 $2,085.83 360 1-Feb-29 $330,000.00
4813892 TRUMBULL CT 06611 SFD 6.500 6.000 $2,085.83 360 1-Feb-29 $330,000.00
4815546 PETALUMA CA 94954 SFD 7.000 6.000 $1,888.13 360 1-Jan-29 $283,367.37
4818012 DUBLIN OH 43016 SFD 6.625 6.000 $2,689.31 360 1-Sep-28 $416,719.80
4820520 KINNELON NJ 07405 SFD 6.375 6.000 $1,778.03 360 1-Feb-29 $285,000.00
4821124 MAHWAH NJ 07430 SFD 6.250 5.983 $3,324.88 360 1-Jan-29 $539,487.62
4822611 ASHBURN VA 20148 SFD 6.750 6.000 $1,866.99 360 1-Jan-29 $287,602.17
4823826 TUSTIN CA 92782 SFD 6.625 6.000 $3,841.87 360 1-Jan-29 $599,412.50
4824369 HOLMDEL NJ 07733 SFD 6.375 6.000 $2,111.18 360 1-Jan-29 $338,086.57
4825350 GURNEE IL 60031 SFD 7.000 6.000 $2,395.09 360 1-Feb-29 $360,000.00
4826150 RIDGEFIELD CT 06877 SFD 6.125 5.858 $2,788.94 360 1-Jan-29 $458,553.87
4827335 ROGERS AR 72758 SFD 6.500 6.000 $1,820.36 360 1-Jan-29 $287,739.64
4828627 ISSAQUAH WA 98029 SFD 6.500 6.000 $2,699.88 360 1-Jan-29 $426,763.85
4829700 PARKER CO 80134 SFD 6.875 6.000 $1,642.33 360 1-Jan-29 $249,789.96
4830602 CHADDS FORD PA 19317 SFD 7.125 6.000 $2,364.08 360 1-Jan-29 $350,619.39
4830775 HUNTERSVILLE NC 28078 SFD 6.750 6.000 $1,686.36 360 1-Jan-29 $259,776.14
4830837 EVERGREEN CO 80437 SFD 7.000 6.000 $2,661.21 360 1-Jan-29 $399,672.12
4831516 RIDGEWOOD NJ 07450 SFD 6.375 6.000 $3,493.68 360 1-Feb-29 $560,000.00
4832931 CARBONDALE CO 81623 SFD 6.625 6.000 $3,841.87 360 1-Jan-29 $599,470.63
4832958 CLARKSVILLE MD 21029 SFD 6.625 6.000 $1,838.02 360 1-Jan-29 $286,796.74
4833658 CINCINNATI OH 45249 SFD 6.750 6.000 $2,237.67 360 1-Jan-29 $344,702.96
4834093 HOUSTON TX 77024 SFD 7.000 6.000 $2,002.23 360 1-Sep-28 $299,702.08
4835595 WELLINGTON FL 33414 SFD 6.875 6.000 $2,294.00 360 1-Jan-29 $348,906.63
4835667 SAINT LOUIS MO 63128 SFD 6.500 6.000 $2,439.79 360 1-Feb-29 $386,000.00
4836954 BRENTWOOD TN 37027 SFD 6.500 6.000 $3,404.01 360 1-Jan-29 $538,063.14
4838115 ALLEN TX 75013 SFD 7.375 6.000 $2,016.09 360 1-Jan-29 $291,677.88
4839176 GREAT FALLS VA 22066 SFD 6.375 6.000 $2,308.32 360 1-Jan-29 $369,657.31
4839593 MARTINEZ CA 94553 SFD 6.875 6.000 $1,659.08 360 1-Jan-29 $252,337.82
4840136 ALBUQUERQUE NM 87111 SFD 6.375 6.000 $1,584.01 360 1-Feb-29 $253,900.00
4843098 BLUE BELL PA 19422 SFD 6.375 6.000 $3,119.35 360 1-Jan-29 $499,318.75
4843598 PARKER CO 80134 SFD 6.500 6.000 $1,553.63 360 1-Jan-29 $245,577.79
4844143 SAN CARLOS CA 94070 SFD 6.500 6.000 $2,496.67 360 1-Jan-29 $394,642.91
4845112 CRYSTAL LAKE IL 60014 SFD 6.875 6.000 $1,598.64 360 1-Jan-29 $243,145.55
4846005 BROOMALL PA 19008 SFD 6.500 6.000 $1,946.77 360 1-Feb-29 $308,000.00
4846818 COPPELL TX 75019 SFD 6.750 6.000 $2,069.68 360 1-Jan-29 $318,725.26
4846871 MEDIA PA 19063 SFD 6.250 5.983 $1,847.16 360 1-Jan-29 $299,715.34
4846892 LOUISVILLE KY 40222 SFD 6.875 6.000 $1,947.14 360 1-Nov-28 $295,648.67
4847523 SOUTHLAKE TX 76092 SFD 7.250 6.000 $2,222.54 360 1-Jan-29 $325,545.84
4848383 PLEASANTON CA 94566 SFD 6.875 6.000 $2,567.94 360 1-Jan-29 $390,571.59
4848483 EDGEWATER MD 21037 SFD 7.000 6.000 $1,992.25 360 1-Jan-29 $299,204.54
4850059 MIAMI FL 33158 SFD 7.500 6.000 $1,787.20 360 1-Jan-29 $255,410.30
4851063 RANDOLPH NJ 07869 SFD 6.625 6.000 $2,360.51 360 1-Jan-29 $368,324.75
4851852 LAKE VILLA IL 60046 SFD 6.875 6.000 $1,970.79 360 1-Jan-29 $299,747.96
4852843 WEST PALM BEACH FL 33412 SFD 7.000 6.000 $2,478.92 360 1-Jan-29 $372,294.58
4852958 CHARLOTTE NC 28277 SFD 7.125 6.000 $1,908.99 360 1-Jan-29 $283,123.40
4853161 ORINDA CA 94563 SFD 6.375 6.000 $2,458.05 360 1-Feb-29 $394,000.00
4853432 DOYLESTOWN PA 18901 SFD 7.375 6.000 $2,037.50 360 1-Feb-29 $295,000.00
4853749 PROSPECT KY 40059 SFD 6.625 6.000 $2,683.23 360 1-Jan-29 $418,578.69
4854353 PLEASANTON CA 94588 SFD 7.250 6.000 $1,821.07 360 1-Jan-29 $266,741.75
4854399 REDMOND WA 98053 SFD 6.750 6.000 $1,945.80 360 1-Jan-29 $299,741.70
4854862 PRINCETON NJ 08540 SFD 6.250 5.983 $1,554.38 360 1-Jan-29 $252,210.46
4856525 VERNON HILLS IL 60061 LCO 7.000 6.000 $1,663.26 360 1-Jan-29 $249,795.07
4856824 AVON CT 06001 SFD 7.125 6.000 $1,717.99 360 1-Feb-29 $255,000.00
4857945 GLADSTONE NJ 07934 SFD 6.500 6.000 $1,934.13 360 1-Feb-29 $306,000.00
4859266 NORTHVILLE TOWNSHIP MI 48167 SFD 6.500 6.000 $2,049.17 360 1-Jan-29 $323,906.91
4859303 CHICAGO IL 60610 HCO 6.250 5.983 $1,916.12 360 1-Dec-28 $310,607.89
4859667 NEWTOWN PA 18940 SFD 6.500 6.000 $2,707.15 360 1-Jan-29 $427,912.81
4859794 NEW YORK NY 10025 LCO 6.375 6.000 $2,620.26 360 1-Jan-29 $419,610.99
4860214 NEW YORK NY 10021 COP 6.375 6.000 $1,871.61 360 1-Jan-29 $299,722.14
4861253 NEW YORK NY 10001 COP 6.750 6.000 $2,189.02 360 1-Jan-29 $337,209.42
4861537 ANDOVER MA 01810 SFD 6.375 6.000 $3,143.69 360 1-Jan-29 $503,433.28
4862725 CEDARBURG WI 53012 SFD 6.750 6.000 $1,900.40 360 1-Jan-29 $292,747.73
4863722 NORTHBROOK IL 60062 SFD 7.000 6.000 $1,896.12 360 1-Jan-29 $284,766.38
4864318 STAMFORD CT 06903 SFD 6.500 6.000 $3,630.60 360 1-Dec-28 $573,358.65
4865561 CALISTOGA CA 94515 SFD 6.250 5.983 $2,462.87 360 1-Jan-29 $399,620.46
4865905 VILLANOVA PA 19085 SFD 6.750 6.000 $1,639.66 360 1-Jan-29 $252,582.34
4866360 MORRISTOWN NJ 07960 SFD 6.375 6.000 $3,700.80 360 1-Jan-29 $592,650.58
4867054 CHARLOTTE NC 28277 SFD 6.625 6.000 $3,073.50 360 1-Jan-29 $479,576.50
4867345 PARADISE VALLEY AZ 85253 SFD 6.500 6.000 $4,266.46 360 1-Jan-29 $674,389.79
4867550 HOLLAND NJ 08848 SFD 6.625 6.000 $1,844.10 360 1-Jan-29 $287,745.90
4867562 DANVILLE CA 94506 SFD 6.500 6.000 $3,223.55 360 1-Jan-29 $509,538.95
4867565 BASKINGRIDGE NJ 07920 SFD 6.875 6.000 $2,069.33 360 1-Jan-29 $314,735.36
4867658 ALLENTOWN PA 18104 SFD 7.125 6.000 $1,727.42 360 1-Jan-29 $256,194.96
4867897 GRANITE BAY CA 95746 SFD 6.625 6.000 $2,689.31 360 1-Feb-29 $420,000.00
4868614 HOLLISTER CA 95023 SFD 6.500 6.000 $2,320.96 360 1-Jan-29 $366,868.04
4870566 OAKWOOD OH 45419 SFD 6.500 6.000 $2,123.75 360 1-Jan-29 $335,696.25
4870675 CHATHAM TOWNSHIP NJ 07928 SFD 6.500 6.000 $3,842.98 360 1-Feb-29 $608,000.00
4870924 VIRGINIA BEACH VA 23452 SFD 6.875 6.000 $1,954.37 360 1-Jan-29 $297,250.06
4870949 NEWCASTLE WA 98059 SFD 6.625 6.000 $2,529.23 360 1-Jan-29 $394,651.50
4871391 ATLANTA GA 30328 SFD 6.500 6.000 $2,654.69 360 1-Feb-29 $420,000.00
4873629 THOUSAND OAKS CA 91320 SFD 7.000 6.000 $2,524.50 360 1-Jan-29 $379,138.96
4874774 LONG BEACH CA 90807 SFD 6.625 6.000 $1,888.92 360 1-Feb-29 $295,000.00
4875037 ELLICOTT CITY MD 21043 SFD 6.500 6.000 $1,877.25 360 1-Feb-29 $297,000.00
4876269 THE WOODLANDS TX 77382 SFD 6.875 6.000 $2,364.95 360 1-Jan-29 $359,697.55
4876569 CHESTER NJ 07930 SFD 7.250 6.000 $2,046.53 360 1-Feb-29 $300,000.00
4877143 BRIDGEWATER NJ 08807 PUD 6.500 6.000 $2,966.93 360 1-Jan-29 $468,975.65
4877875 SOUTHLAKE TX 76092 SFD 6.875 6.000 $2,345.24 360 1-Jan-29 $356,700.07
4879335 MONTVALE NJ 07645 SFD 6.500 6.000 $2,401.86 360 1-Feb-29 $380,000.00
4879436 SCOTTS VALLEY CA 95066 SFD 6.625 6.000 $2,351.23 360 1-Dec-28 $366,550.25
4880028 HUNTINGTON BEACH CA 92648 SFD 6.000 5.733 $2,134.70 360 1-Jan-29 $355,695.55
4881657 CHICAGO IL 60605 LCO 6.500 6.000 $1,537.19 360 1-Jan-29 $242,980.14
4882334 LAGUNA BEACH CA 92651 SFD 6.375 6.000 $3,119.35 360 1-Feb-29 $500,000.00
4883190 DANVILLE CA 94506 SFD 6.875 6.000 $5,789.19 360 1-Feb-29 $881,250.00
4883242 OLATHE KS 66061 SFD 6.375 6.000 $2,969.63 360 1-Jan-29 $475,559.12
4883785 WOODINVILLE WA 98072 SFD 6.375 6.000 $1,528.17 360 1-Jan-29 $244,723.13
4883900 MARBLEHEAD MA 01945 SFD 6.750 6.000 $3,048.42 360 1-Dec-28 $469,188.38
4884263 STAMFORD CT 06902 LCO 6.750 6.000 $2,347.93 360 1-Jan-29 $361,688.32
4884390 SUDBURY MA 01776 SFD 6.500 6.000 $2,944.49 360 1-Jan-29 $465,428.86
4884560 SOMERS NY 10589 SFD 7.000 6.000 $2,661.21 360 1-Feb-29 $400,000.00
4885054 ATLANTA GA 30342 SFD 6.125 5.858 $2,297.68 360 1-Jan-29 $377,782.46
4885357 ORINDA CA 94563 SFD 7.000 6.000 $3,385.06 360 1-Jan-29 $508,382.94
4886216 HARRISON TWP. NJ 08062 SFD 6.250 5.983 $2,302.79 360 1-Jan-29 $373,645.13
4886618 HOUSTON TX 77077 SFD 6.500 6.000 $2,183.48 360 1-Nov-28 $344,508.04
4887366 PISCATAWAY NJ 08854 SFD 6.750 6.000 $1,809.59 360 1-Feb-29 $279,000.00
4887633 ATLANTA GA 30010 SFD 6.125 5.858 $2,187.40 360 1-Jan-29 $359,650.10
4888096 BROOKFIELD WI 53045 SFD 6.750 6.000 $1,655.23 360 1-Jan-29 $254,980.27
4888221 HAMPTON NJ 08827 SFD 6.375 6.000 $1,597.11 360 1-Feb-29 $256,000.00
4888473 COCONUT GROVE FL 33133 SFD 6.750 6.000 $2,028.17 360 1-Feb-29 $312,700.00
4888707 LA MESA CA 91941 SFD 6.250 5.983 $1,477.73 360 1-Dec-28 $239,543.35
4888729 LAFAYETTE NJ 07848 SFD 6.250 5.983 $1,921.04 360 1-Jan-29 $311,703.96
4889053 CARY NC 27511 SFD 6.750 6.000 $2,031.74 360 1-Jan-29 $312,980.29
4889320 TAMPA FL 33647 SFD 6.875 6.000 $1,650.54 360 1-Jan-29 $251,038.91
4889803 SPARTA NJ 07871 SFD 6.250 5.983 $2,111.30 360 1-Jan-29 $342,574.64
4890543 THE WOODLANDS TX 77382 SFD 7.000 6.000 $1,995.91 360 1-Jan-29 $299,754.09
4891362 SAN RAFAEL CA 94903 SFD 6.500 6.000 $1,643.38 360 1-Jan-29 $259,764.95
4891771 CORINTH TX 75056 SFD 6.875 6.000 $1,715.90 360 1-Jan-29 $260,854.81
4891992 WILMINGTON DE 19803 SFD 6.875 6.000 $1,774.70 360 1-Jan-29 $269,923.03
4892116 CANTON MI 48188 SFD 7.000 6.000 $1,789.34 360 1-Jan-29 $268,729.53
4892599 ALPHARETTA GA 30201 SFD 6.375 6.000 $1,776.16 360 1-Feb-29 $284,700.00
4893168 LONG BEACH CA 90803 SFD 6.375 6.000 $2,370.71 360 1-Jan-29 $379,648.04
4893218 HINSDALE IL 60521 SFD 6.375 6.000 $2,939.06 360 1-Jan-29 $470,663.66
4893697 KENILLWORTH IL 60043 SFD 6.375 6.000 $2,058.78 360 1-Jan-29 $329,694.35
4893715 CHESTER NJ 07930 LCO 6.500 6.000 $3,534.53 360 1-Feb-29 $559,200.00
4893972 GERMANTOWN MD 20876 SFD 6.875 6.000 $1,675.17 360 1-Jan-29 $254,785.77
4894006 POTOMAC MD 20854 SFD 6.250 5.983 $2,832.30 360 1-Feb-29 $460,000.00
4894322 MEDIA PA 19063 SFD 6.875 6.000 $1,641.01 360 1-Jan-29 $249,590.14
4895583 DANVILLE CA 94506 SFD 6.375 6.000 $2,540.09 360 1-Dec-28 $406,393.78
4895877 MCKINNEY TX 75070 SFD 7.000 6.000 $1,754.41 360 1-Jan-29 $263,483.84
4896190 NEEDHAM MA 02492 SFD 6.125 5.858 $3,949.47 360 1-Dec-28 $648,733.25
4896324 MOORPARK CA 93021 SFD 6.625 6.000 $1,946.55 360 1-Feb-29 $304,000.00
4896509 SCOTTSDALE AZ 85254 SFD 6.750 6.000 $1,712.30 360 1-Jan-29 $263,772.70
4896534 LITTLETON CO 80127 SFD 6.375 6.000 $1,597.74 360 1-Jan-29 $255,862.79
4897291 LONGHILL TOWNSHIP NJ 07980 SFD 6.750 6.000 $2,023.63 360 1-Jan-29 $311,731.37
4897478 SANTA ROSA CA 95409 SFD 7.250 6.000 $1,869.17 360 1-Feb-29 $274,000.00
4897528 BROOKFIELD WI 53045 SFD 7.000 6.000 $1,947.01 360 1-Jan-29 $292,410.11
4897594 FAIRFIELD CA 94533 SFD 6.750 6.000 $1,589.72 360 1-Feb-29 $245,100.00
4897859 CHESTERFIELD MO 63005 SFD 6.500 6.000 $1,649.70 360 1-Jan-29 $260,764.05
4899475 ALPHARETTA GA 30022 SFD 6.500 6.000 $2,318.43 360 1-Jan-29 $366,468.40
4899855 KELLER TX 76262 SFD 6.250 5.983 $2,265.84 360 1-Dec-28 $367,299.84
4900020 ALPHARETTA GA 30005 SFD 7.000 6.000 $1,848.88 360 1-Jan-29 $277,672.20
4900214 HOUSTON TX 77094 SFD 6.750 6.000 $2,075.52 360 1-Jan-29 $319,300.00
4900459 PETALUMA CA 94954 SFD 6.375 6.000 $1,544.08 360 1-Jan-29 $247,270.76
4900618 HIGHLAND PARK IL 60035 SFD 7.000 6.000 $3,110.29 360 1-Jan-29 $467,116.79
4900665 HOUSTON TX 77056 SFD 6.250 5.983 $1,508.51 360 1-Jan-29 $244,767.53
4900693 BROOKFIELD CT 06804 SFD 6.625 6.000 $2,331.70 360 1-Feb-29 $364,150.00
4900789 WESTON FL 33327 SFD 6.500 6.000 $1,783.07 360 1-Jan-29 $281,844.97
4901125 MORGAN HILL CA 95037 SFD 6.625 6.000 $1,600.78 360 1-Feb-29 $250,000.00
4901703 STILWELL KS 66085 SFD 6.875 6.000 $3,232.09 360 1-Feb-29 $492,000.00
4901965 FLEMINGTON NJ 08822 SFD 6.500 6.000 $1,833.00 360 1-Jan-29 $289,737.83
4902076 STILLWATER MN 55082 SFD 7.000 6.000 $2,035.83 360 1-Jan-29 $305,749.17
4902194 HOLMDEL NJ 07733 SFD 6.750 6.000 $3,684.04 360 1-Feb-29 $568,000.00
4902236 CHESTERFIELD MO 63017 SFD 7.625 6.000 $2,452.51 360 1-Jan-29 $346,249.21
4902982 DANVILLE CA 94526 SFD 6.750 6.000 $2,065.79 360 1-Jan-29 $318,225.77
4903022 NAPERVILLE IL 60564 SFD 6.500 6.000 $1,690.15 360 1-Jan-29 $267,158.27
4903455 RANDOLPH NJ 07869 SFD 6.375 6.000 $1,637.66 360 1-Jan-29 $262,256.87
4903698 DANBURY CT 06811 SFD 6.875 6.000 $2,087.07 360 1-Jan-29 $317,433.09
4903854 YARDLEY PA 19067 SFD 6.500 6.000 $1,788.76 360 1-Jan-29 $282,744.16
4904458 WILMETTE IL 60091 SFD 6.625 6.000 $1,856.91 360 1-Feb-29 $290,000.00
4904661 FREEHOLD NJ 07728 SFD 7.375 6.000 $2,023.68 360 1-Jan-29 $292,777.05
4904776 DENVER CO 80218 LCO 7.000 6.000 $1,748.42 360 1-Jan-29 $262,584.58
4904805 DUBLIN OH 43017 SFD 6.875 6.000 $2,365.28 360 1-Jan-29 $359,747.51
4905487 W. WHITELAND TWP. PA 19341 SFD 6.375 6.000 $1,942.11 360 1-Dec-28 $310,721.81
4905821 RENO NV 89523 SFD 6.250 5.983 $1,687.07 360 1-Feb-29 $274,000.00
4906793 MOORESTOWN NJ 08057 SFD 6.250 5.983 $1,693.23 360 1-Feb-29 $275,000.00
4906974 NEWTOWN PA 18940 SFD 7.125 6.000 $2,464.80 360 1-Jan-29 $365,557.43
4907080 NAPERVILLE IL 60565 SFD 6.750 6.000 $1,653.93 360 1-Jan-29 $254,780.45
4907106 WAYNE NJ 07470 SFD 6.375 6.000 $1,871.61 360 1-Jan-29 $299,722.14
4907172 EVANSTON IL 60201 SFD 6.875 6.000 $1,819.70 360 1-Jan-29 $276,767.28
4907210 PLANO TX 75093 SFD 6.250 5.983 $3,029.33 360 1-Feb-29 $492,000.00
4908104 SANDY HOOK CT 06482 SFD 6.500 6.000 $1,795.08 360 1-Jan-29 $283,743.25
4908395 CINCINNATI OH 45241 SFD 7.125 6.000 $1,952.44 360 1-Feb-29 $289,800.00
4908558 WEST WINDSOR NJ 08512 SFD 7.125 6.000 $2,468.51 360 1-Jan-29 $365,905.50
4908658 RANCHO SANTA MARGARI CA 92688 SFD 6.875 6.000 $1,642.33 360 1-Jan-29 $249,789.96
4908782 ALPHARETTA GA 30022 SFD 6.000 5.733 $1,588.81 360 1-Jan-29 $264,736.19
4910072 SCOTTSDALE AZ 85255 SFD 7.375 6.000 $2,700.20 360 1-Jan-29 $390,652.51
4910404 COLLIERVILLE TN 38017 SFD 6.750 6.000 $1,926.34 360 1-Jan-29 $296,744.29
4910472 LAKE FOREST CA 92630 SFD 7.125 6.000 $2,363.75 360 1-Jan-29 $350,569.42
4910586 CASTLE ROCK CO 80104 SFD 6.500 6.000 $2,621.19 360 1-Jan-29 $414,325.10
4911133 SPARTANBURG SC 29306 SFD 6.500 6.000 $1,764.74 360 1-Jan-29 $278,947.59
4911635 ALPHARETTA GA 30022 SFD 6.625 6.000 $1,826.81 360 1-Jan-29 $285,048.28
4913516 CYPRESS TX 77429 SFD 7.000 6.000 $2,240.74 360 1-Jan-29 $336,523.93
4913556 WOODINVILLE WA 98072 SFD 6.500 6.000 $2,307.05 360 1-Jan-29 $364,670.03
4913741 WARWICK NY 10990 SFD 6.750 6.000 $1,621.50 360 1-Jan-29 $249,781.17
4913811 CHESTERFIELD MO 63017 SFD 6.500 6.000 $1,674.99 360 1-Jan-29 $264,760.43
4913867 SPRING TX 77379 SFD 7.000 6.000 $2,341.87 360 1-Jan-29 $351,711.46
4913961 MEDIA PA 19063 SFD 6.500 6.000 $2,346.24 360 1-Jan-29 $370,764.43
4914078 LAS VEGAS NV 89117 SFD 7.000 6.000 $1,616.69 360 1-Jan-29 $242,800.81
4914350 NORTH SALT LAKE UT 84054 SFD 7.000 6.000 $2,125.65 360 1-Jan-29 $319,238.10
4914541 YORBA LINDA CA 92886 SFD 6.875 6.000 $1,872.25 360 1-Jan-29 $284,760.56
4914712 HUDSON OH 44236 SFD 6.625 6.000 $2,740.54 360 1-Jan-29 $427,622.38
4914727 THOUSAND OAKS CA 91361 SFD 6.750 6.000 $2,383.60 360 1-Feb-29 $367,500.00
4914761 CHESTERFIELD MO 63005 SFD 7.125 6.000 $2,054.85 360 1-Jan-29 $304,756.09
4914896 MIDDLETOWN NJ 07748 SFD 6.500 6.000 $1,930.97 360 1-Jan-29 $305,223.82
4915058 HOPKINTON MA 01748 SFD 6.875 6.000 $3,232.09 360 1-Dec-28 $491,170.95
4915251 FAIRFAX VA 22033 SFD 6.750 6.000 $2,264.91 360 1-Jan-29 $348,899.34
4915348 GAMBRILLS MD 21054 SFD 7.125 6.000 $2,304.12 360 1-Jan-29 $341,726.51
4915350 WEST HILLS CA 91304 SFD 6.750 6.000 $2,107.95 360 1-Jan-29 $324,720.18
4915403 LAS FLORES CA 92688 SFD 7.250 6.000 $2,043.81 360 1-Jan-29 $299,366.27
4915558 GAINESVILLE GA 30506 SFD 6.375 6.000 $1,871.61 360 1-Jan-29 $299,722.14
4915592 MARBLEHEAD MA 01945 SFD 6.500 6.000 $2,616.77 360 1-Jan-29 $413,625.73
4915860 CHARLOTTE NC 28210 SFD 6.500 6.000 $1,548.57 360 1-Jan-29 $244,778.51
4915869 DUBLIN CA 94568 SFD 7.000 6.000 $1,809.63 360 1-Jan-29 $271,777.04
4916076 NOVI MI 48377 SFD 6.750 6.000 $1,739.55 360 1-Jan-29 $267,969.08
4916165 CASTLE ROCK CO 80104 SFD 7.125 6.000 $2,194.98 360 1-Jan-29 $325,539.46
4916548 LAKE FOREST IL 60045 SFD 7.000 6.000 $6,653.03 360 1-Feb-29 $1,000,000.00
4916606 NEW CANAAN CT 06840 SFD 6.875 6.000 $5,912.36 360 1-Feb-29 $900,000.00
4916652 SANTA ROSA CA 95405 SFD 6.375 6.000 $1,909.05 360 1-Feb-29 $306,000.00
4916790 ALPHARRETTA GA 30022 SFD 6.375 6.000 $2,064.39 360 1-Jan-29 $330,593.52
4917028 NASHUA NH 03062 LCO 6.750 6.000 $2,724.12 360 1-Jan-29 $419,638.38
4917270 FAYETTEVILLE AR 72701 SFD 6.500 6.000 $1,613.04 360 1-Feb-29 $255,200.00
4917356 OLDSMAR FL 34677 SFD 6.500 6.000 $1,911.38 360 1-Jan-29 $302,126.62
4917517 THE WOODLANDS TX 77381 SFD 7.000 6.000 $2,095.71 360 1-Jan-29 $314,741.79
4918019 MATTHEWS NC 28105 SFD 7.375 6.000 $1,712.53 360 1-Jan-29 $247,761.33
4918029 IOWA CITY IA 52245 SFD 6.500 6.000 $1,852.28 360 1-Feb-29 $293,050.00
4918161 WESTPORT CT 06880 SFD 6.000 5.733 $1,978.52 360 1-Jan-29 $329,285.78
4918243 VISTA CA 92083 SFD 7.000 6.000 $1,745.76 360 1-Feb-29 $262,400.00
4918309 PLEASANTVILLE NY 10570 PUD 6.750 6.000 $2,918.70 360 1-Jan-29 $449,612.55
4918611 CUMMING GA 30040 SFD 6.750 6.000 $2,241.56 360 1-Jan-29 $345,302.44
4918625 SMYRNA GA 30126 SFD 6.500 6.000 $1,674.67 360 1-Jan-29 $264,710.48
4919152 BRYN MAWR PA 19010 SFD 6.375 6.000 $1,871.61 360 1-Jan-29 $299,722.14
4919210 NEW FAIRFIELD CT 06812 SFD 6.875 6.000 $2,366.92 360 1-Jan-29 $359,997.30
4919275 TUSTIN CA 92782 SFD 7.000 6.000 $1,812.95 360 1-Feb-29 $272,500.00
4919540 WOODSTOCK IL 60098 SFD 6.500 6.000 $1,605.14 360 1-Feb-29 $253,950.00
4919571 MORGAN HILL CA 95037 SFD 6.625 6.000 $1,815.29 360 1-Feb-29 $283,500.00
4919577 PAOLI PA 19301 SFD 6.625 6.000 $1,895.33 360 1-Feb-29 $296,000.00
4920033 DALLAS TX 75287 SFD 6.875 6.000 $2,207.29 360 1-Jan-29 $335,717.71
4920133 MOUNT AIRY MD 21771 SFD 6.750 6.000 $1,632.20 360 1-Dec-28 $251,215.45
4920462 SAINT CHARLES IL 60175 SFD 7.000 6.000 $2,544.79 360 1-Feb-29 $382,500.00
4920533 HARDING TOWNSHIP NJ 07976 SFD 6.625 6.000 $1,968.96 360 1-Jan-29 $307,228.70
4920858 BERNARDS TOWNSHIP NJ 07928 SFD 6.750 6.000 $2,026.23 360 1-Jan-29 $312,131.02
4920977 WILMINGTON NC 28409 SFD 6.625 6.000 $2,074.61 360 1-Jan-29 $323,714.14
4921004 HIGHLANDS RANCH CO 80126 SFD 5.875 5.608 $1,508.43 360 1-Feb-29 $255,000.00
4921189 IRVINE CA 92604 SFD 6.500 6.000 $1,905.69 360 1-Feb-29 $301,500.00
4921310 HUNTINGTON NY 11743 SFD 6.625 6.000 $1,946.55 360 1-Feb-29 $304,000.00
4921340 SAN RAMON CA 94583 PUD 6.750 6.000 $1,764.19 360 1-Jan-29 $271,765.81
4921879 ALBANY CA 94706 SFD 7.250 6.000 $2,128.39 360 1-Jan-29 $311,756.61
4921910 CORTLANDT MANOR NY 10567 SFD 7.375 6.000 $2,374.55 360 1-Feb-29 $343,800.00
4922731 BOCA RATON FL 33498 SFD 7.000 6.000 $2,350.19 360 1-Jan-29 $352,960.43
4922887 WILDWOOD MO 63005 SFD 6.250 5.983 $1,564.54 360 1-Feb-29 $254,100.00
4922958 ALPHARETTA GA 30005 SFD 6.750 6.000 $1,653.93 360 1-Jan-29 $254,780.45
4922963 SHERMAN CT 06784 SFD 6.625 6.000 $2,977.45 360 1-Jan-29 $464,589.74
4923338 LOUISVILLE KY 40207 SFD 6.500 6.000 $3,792.41 360 1-Jan-29 $599,457.59
4923376 COLLIERVILLE TN 38139 SFD 6.375 6.000 $1,996.39 360 1-Feb-29 $320,000.00
4923489 WRIGHTSTOWN PA 18940 SFD 6.375 6.000 $2,742.54 360 1-Jan-29 $439,192.84
4923508 SAN DIEGO CA 92128 SFD 6.750 6.000 $1,730.46 360 1-Jan-29 $266,570.29
4923586 MILPITAS CA 95035 SFD 6.625 6.000 $4,322.10 360 1-Jan-29 $674,404.46
4923891 NORTH ANDOVER MA 01845 SFD 6.750 6.000 $2,043.09 360 1-Jan-29 $314,728.79
4923905 WESTMINSTER CO 80030 SFD 7.000 6.000 $2,159.24 360 1-Feb-29 $324,550.00
4924004 HACKETTSTOWN NJ 07840 SFD 7.375 6.000 $1,712.53 360 1-Jan-29 $247,761.33
4924241 LAS FLORES CA 92688 SFD 6.250 5.983 $2,068.81 360 1-Jan-29 $335,681.19
4924255 HOUSTON TX 77005 SFD 6.875 6.000 $2,943.04 360 1-Nov-28 $446,864.40
4924430 BASKING RIDGE NJ 07920 LCO 6.750 6.000 $1,783.65 360 1-Jan-29 $274,763.23
4924647 ESCONDIDO CA 92029 SFD 6.875 6.000 $2,258.53 360 1-Jan-29 $343,511.16
4925080 DIX HILLS NY 11746 SFD 6.375 6.000 $2,403.15 360 1-Jan-29 $384,843.23
4925408 MISSION VIEJO CA 92692 SFD 7.000 6.000 $1,955.99 360 1-Jan-29 $293,759.01
4925438 CHESTER NJ 07930 SFD 6.750 6.000 $1,826.46 360 1-Feb-29 $281,600.00
4925592 NEW FAIRFIELD CT 06812 SFD 6.500 6.000 $2,212.24 360 1-Jan-29 $349,683.59
4925613 CASTLE ROCK CO 80104 SFD 7.000 6.000 $3,326.52 360 1-Feb-29 $500,000.00
4925639 AGOURA HILLS CA 91301 SFD 7.000 6.000 $2,454.31 360 1-Jan-29 $368,597.61
4925748 OLYMPIA WA 98501 SFD 6.250 5.983 $1,650.13 360 1-Jan-29 $267,745.70
4925878 MASON OH 45040 SFD 6.750 6.000 $1,851.75 360 1-Jan-29 $285,254.19
4925924 LADUE MO 63124 SFD 6.500 6.000 $2,212.24 360 1-Jan-29 $349,683.59
4925946 REDMOND WA 98053 SFD 6.250 5.983 $2,339.73 360 1-Jan-29 $379,639.44
4925987 WALNUT CREEK CA 94598 SFD 6.625 6.000 $2,545.24 360 1-Jan-29 $397,149.29
4926035 CARLSBAD CA 92009 SFD 6.875 6.000 $2,337.03 360 1-Jan-29 $355,451.12
4926164 KEY BISCAYNE FL 33149 SFD 6.625 6.000 $1,639.20 360 1-Jan-29 $255,774.13
4926189 ALPHARETTA GA 30005 SFD 7.375 6.000 $1,672.13 360 1-Jan-29 $241,915.78
4926193 RALEIGH NC 27615 SFD 6.875 6.000 $1,765.83 360 1-Jan-29 $268,574.17
4926212 MORRISTOWN NJ 07960 SFD 6.500 6.000 $2,679.97 360 1-Feb-29 $424,000.00
4926394 CARLSBAD CA 92009 SFD 6.500 6.000 $2,484.98 360 1-Dec-28 $392,437.25
4926487 ALGONQUIN IL 60102 SFD 6.500 6.000 $1,569.11 360 1-Feb-29 $248,250.00
4926519 WELLESLEY MA 02481 SFD 6.625 6.000 $2,510.02 360 1-Jan-29 $391,654.15
4926578 NORTH BARRINGTON IL 60010 SFD 6.750 6.000 $2,877.19 360 1-Jan-29 $443,218.06
4926602 GLENCOE MO 63038 SFD 6.750 6.000 $2,205.23 360 1-Jan-29 $339,707.27
4926620 HUNTERSVILLE NC 28078 SFD 6.750 6.000 $1,589.07 360 1-Jan-29 $244,789.06
4926677 FRANKSVILLE WI 53126 SFD 7.375 6.000 $2,141.10 360 1-Feb-29 $310,000.00
4927171 CHESTER NJ 07930 SFD 6.375 6.000 $3,181.74 360 1-Feb-29 $510,000.00
4927765 INVERNESS IL 60067 SFD 6.250 5.983 $2,709.16 360 1-Jan-29 $439,582.51
4928247 POTOMAC MD 20854 SFD 6.750 6.000 $3,924.02 360 1-Jan-29 $604,479.11
4928262 SAN RAMON CA 94583 SFD 6.875 6.000 $2,154.73 360 1-Feb-29 $328,000.00
4928281 RICHMOND CA 94804 SFD 7.125 6.000 $1,691.71 360 1-Feb-29 $251,100.00
4928546 BLOOMINGTON IL 61704 SFD 6.375 6.000 $1,965.20 360 1-Feb-29 $315,000.00
4928746 HOUSTON TX 77024 SFD 6.750 6.000 $2,497.11 360 1-Feb-29 $385,000.00
4928851 MEDFIELD MA 02052 SFD 6.750 6.000 $4,176.98 360 1-Feb-29 $644,000.00
4929187 DALLAS TX 75252 SFD 6.875 6.000 $1,839.40 360 1-Jan-29 $279,764.77
4929335 SAN JOSE CA 95136 SFD 6.625 6.000 $1,956.80 360 1-Feb-29 $305,600.00
4929376 LA GRANGE IL 60525 SFD 6.250 5.983 $2,844.62 360 1-Feb-29 $462,000.00
4929520 LIBERTYVILLE IL 60048 SFD 6.625 6.000 $2,401.49 360 1-Feb-29 $375,050.00
4929631 NEW YORK NY 10023 LCO 6.625 6.000 $1,997.78 360 1-Feb-29 $312,000.00
4929647 CARY NC 27511 SFD 6.875 6.000 $1,642.33 360 1-Feb-29 $250,000.00
4929714 BARDSTOWN KY 40004 SFD 6.750 6.000 $2,043.09 360 1-Jan-29 $314,728.79
4929812 CAVE CREEK AZ 85331 SFD 7.000 6.000 $1,787.67 360 1-Jan-29 $268,479.75
4929862 CARMEL IN 46033 SFD 6.500 6.000 $2,449.27 360 1-Feb-29 $387,500.00
4929995 DANVILLE CA 94526 SFD 6.375 6.000 $2,720.08 360 1-Jan-29 $435,596.17
4930014 RIDGEFIELD CT 06877 SFD 7.000 6.000 $2,468.28 360 1-Feb-29 $371,000.00
4930102 NASHVILLE TN 37215 SFD 6.750 6.000 $1,978.23 360 1-Jan-29 $304,737.40
4930126 ARLINGTON TX 76013 SFD 7.500 6.000 $2,029.48 360 1-Jan-29 $289,815.98
4930130 HINGHAM MA 02043 SFD 6.500 6.000 $3,160.35 360 1-Feb-29 $500,000.00
4930344 NORCROSS GA 30092 SFD 6.625 6.000 $1,690.43 360 1-Feb-29 $264,000.00
4930446 CHESTERFIELD MO 63005 SFD 6.875 6.000 $3,912.02 360 1-Feb-29 $595,500.00
4930886 CHESTERFIELD VA 23832 SFD 7.125 6.000 $2,061.92 360 1-Jan-29 $305,805.25
4931070 SOUTHLAKE TX 76092 SFD 6.500 6.000 $2,156.62 360 1-Jan-29 $340,891.55
4931130 LAKE FOREST CA 92630 SFD 7.250 6.000 $1,978.32 360 1-Jan-29 $289,773.76
4931396 DANBURY CT 06811 SFD 6.875 6.000 $2,624.44 360 1-Jan-29 $399,164.36
4931444 ALAMO CA 94507 SFD 6.500 6.000 $2,180.64 360 1-Feb-29 $345,000.00
4931462 BIRMINGHAM AL 35226 SFD 7.500 6.000 $1,952.91 360 1-Feb-29 $279,300.00
4931463 FURLONG PA 18925 SFD 6.625 6.000 $2,241.09 360 1-Feb-29 $350,000.00
4931501 AUSTIN TX 78733 SFD 6.875 6.000 $2,282.18 360 1-Jan-29 $347,108.13
4931557 CUMMING GA 30040 SFD 6.750 6.000 $2,756.55 360 1-Feb-29 $425,000.00
4931851 CASTRO VALLEY CA 94552 SFD 6.750 6.000 $2,107.95 360 1-Jan-29 $324,720.18
4931977 ENCINITAS CA 92024 SFD 6.750 6.000 $2,241.56 360 1-Feb-29 $345,600.00
4931993 WILTON CT 06897 SFD 6.250 5.983 $2,295.40 360 1-Feb-29 $372,800.00
4932074 VIENNA VA 22181 SFD 6.500 6.000 $3,059.21 360 1-Jan-29 $483,562.46
4932549 SUDBURY MA 01776 SFD 6.750 6.000 $4,695.86 360 1-Feb-29 $724,000.00
4932905 MADISON CT 06443 SFD 6.875 6.000 $2,586.66 360 1-Jan-29 $393,419.20
4933373 BELLE MEAD NJ 08502 SFD 6.750 6.000 $2,672.23 360 1-Jan-29 $411,645.27
4933431 TAMPA FL 33615 SFD 6.750 6.000 $1,621.50 360 1-Jan-29 $249,784.75
4934044 TIBURON CA 94920 SFD 6.875 6.000 $3,613.11 360 1-Jan-29 $549,537.93
4934457 MONKTON MD 21111 SFD 7.250 6.000 $1,976.61 360 1-Feb-29 $289,750.00
4934730 PROSPECT KY 40059 SFD 6.500 6.000 $2,781.10 360 1-Jan-29 $439,602.23
4934969 HOLLY SPRINGS NC 27540 SFD 6.375 6.000 $2,133.64 360 1-Jan-29 $341,683.24
4935048 GLENWOOD MD 21738 SFD 6.750 6.000 $1,945.80 360 1-Jan-29 $299,741.70
4935273 GUILFORD CT 06437 SFD 6.375 6.000 $1,590.87 360 1-Jan-29 $254,763.82
4935428 LONGMONT CO 80504 SFD 7.000 6.000 $1,995.91 360 1-Jan-29 $299,754.09
4935727 MISSION VIEJO CA 92692 SFD 6.625 6.000 $2,689.31 360 1-Feb-29 $420,000.00
4936463 KNOXVILLE TN 37922 SFD 6.875 6.000 $2,299.26 360 1-Dec-28 $349,410.20
4936716 WESTBOROUGH MA 01581 SFD 7.250 6.000 $2,363.75 360 1-Jan-29 $346,229.69
4936895 MILLBRAE CA 94030 SFD 7.250 6.000 $3,683.76 360 1-Jan-29 $539,578.74
4937078 OAKHILL VA 20190 SFD 6.500 6.000 $4,108.44 360 1-Jan-29 $649,412.39
4937139 NORWALK CT 06851 SFD 7.125 6.000 $2,949.21 360 1-Feb-29 $437,750.00
4937550 VALRICO FL 33594 SFD 7.250 6.000 $1,780.49 360 1-Feb-29 $261,000.00
4937686 EXETER NH 03833 SFD 7.125 6.000 $1,885.74 360 1-Jan-29 $279,676.17
4938099 ALEXANDRIA VA 22306 SFD 6.500 6.000 $1,795.08 360 1-Nov-28 $283,225.58
4938234 BIRMINGHAM MI 48009 LCO 6.500 6.000 $1,905.69 360 1-Jan-29 $301,227.44
4938331 DANVILLE CA 94526 SFD 6.750 6.000 $1,724.63 360 1-Jan-29 $265,671.06
4938490 WAKE FOREST NC 28587 SFD 6.625 6.000 $2,778.95 360 1-Feb-29 $434,000.00
4938611 HIGHLAND VILLAGE TX 75067 SFD 6.125 5.858 $2,157.02 360 1-Feb-29 $355,000.00
4938646 CONCORD CA 94519 SFD 7.000 6.000 $1,706.51 360 1-Jan-29 $256,289.74
4938739 BIRMINGHAM AL 35226 SFD 6.750 6.000 $1,634.47 360 1-Oct-28 $251,124.77
4938987 MANDEVILLE LA 70448 SFD 6.875 6.000 $2,096.92 360 1-Feb-29 $319,200.00
4939394 MAHWAH NJ 07430 SFD 6.375 6.000 $3,143.69 360 1-Feb-29 $503,900.00
4939433 COCKEYSVILLE MD 21030 SFD 6.750 6.000 $1,686.36 360 1-Jan-29 $259,776.14
4939499 ORINDA CA 94563 SFD 6.750 6.000 $2,568.45 360 1-Jan-29 $395,659.05
4939814 STOW MA 01775 SFD 6.250 5.983 $1,933.36 360 1-Feb-29 $314,000.00
4939956 MEDINA OH 44256 SFD 6.875 6.000 $1,871.60 360 1-Feb-29 $284,900.00
4940738 NEW FAIRFIELD CT 06812 SFD 6.750 6.000 $1,867.97 360 1-Feb-29 $288,000.00
4941189 DEL MAR CA 92014 SFD 6.875 6.000 $3,718.22 360 1-Feb-29 $566,000.00
4941201 COLUMBIA SC 29209 SFD 6.500 6.000 $1,697.42 360 1-Jan-29 $268,307.23
4941405 WEST CHESTER PA 19380 SFD 6.875 6.000 $1,781.67 360 1-Feb-29 $271,212.00
4941700 ALPHARETTA GA 30004 SFD 6.625 6.000 $1,636.00 360 1-Feb-29 $255,500.00
4941753 MEQUON WI 53092 SFD 6.875 6.000 $2,412.25 360 1-Feb-29 $367,200.00
4942093 PASADENA CA 91050 LCO 6.375 6.000 $2,370.71 360 1-Feb-29 $380,000.00
4942260 MALVERN PA 19355 SFD 6.500 6.000 $4,108.45 360 1-Jan-29 $649,412.38
4942526 NEW ROCHELLE NY 10813 SFD 6.375 6.000 $2,339.52 360 1-Feb-29 $375,000.00
4942541 OAK HILL VA 20171 SFD 7.000 6.000 $2,368.48 360 1-Jan-29 $355,708.19
4943283 SOUTHBURY CT 06488 SFD 6.250 5.983 $2,462.87 360 1-Feb-29 $400,000.00
4943328 HOUSTON TX 77077 SFD 6.375 6.000 $1,557.18 360 1-Jan-29 $249,368.82
4943370 ALPHARETTA GA 30022 SFD 7.125 6.000 $4,924.89 360 1-Feb-29 $731,000.00
4943424 MCKINNEY TX 75070 SFD 7.000 6.000 $1,808.96 360 1-Jan-29 $271,677.13
4943777 SCOTTSDALE AZ 85259 SFD 6.125 5.858 $2,248.16 360 1-Feb-29 $370,000.00
4944107 READINGTON NJ 08870 SFD 6.125 5.858 $1,822.84 360 1-Feb-29 $300,000.00
4945233 SOUTHLAKE TX 76092 SFD 6.625 6.000 $1,984.97 360 1-Jan-29 $309,726.49
4945332 HINSDALE IL 60521 SFD 6.750 6.000 $3,243.00 360 1-Jan-29 $499,569.50
4946060 LONG BEACH CA 90814 SFD 6.750 6.000 $1,618.91 360 1-Jan-29 $249,385.09
4946064 FAIRFAX STATION VA 22039 SFD 6.500 6.000 $1,674.99 360 1-Feb-29 $265,000.00
4946194 GUILFORD CT 06437 SFD 6.750 6.000 $2,489.97 360 1-Feb-29 $383,900.00
4947092 HOUSTON TX 77024 SFD 6.750 6.000 $3,113.28 360 1-Feb-29 $480,000.00
4947365 PALM HARBOR FL 34683 SFD 7.000 6.000 $2,395.09 360 1-Feb-29 $360,000.00
4947938 HOPKINTON MA 01748 SFD 6.500 6.000 $2,106.25 240 1-Feb-19 $282,500.00
4948619 BIRMINGHAM AL 35242 SFD 6.375 6.000 $1,871.61 360 1-Feb-29 $300,000.00
4949120 FLOWER MOUND TX 75028 SFD 6.375 6.000 $1,720.63 360 1-Jan-29 $275,544.56
4949522 SOUTH BEND IN 46614 SFD 6.875 6.000 $1,773.71 360 1-Feb-29 $270,000.00
4949806 APTOS CA 95003 SFD 6.375 6.000 $1,740.60 360 1-Jan-29 $278,741.59
4951178 ALPHARETTA GA 30004 SFD 6.875 6.000 $1,970.79 360 1-Feb-29 $300,000.00
4951320 CLARKSTON MI 48348 SFD 6.250 5.983 $1,662.44 360 1-Feb-29 $270,000.00
4951577 HAMBDEN TWP OH 44024 SFD 6.750 6.000 $1,718.14 360 1-Feb-29 $264,900.00
4951706 RIDGEFIELD CT 06877 SFD 6.625 6.000 $2,182.18 360 1-Feb-29 $340,800.00
4951847 SAN JOSE CA 95125 SFD 6.250 5.983 $1,957.99 360 1-Feb-29 $318,000.00
4952647 IJAMSVILLE MD 21754 SFD 6.750 6.000 $2,364.79 360 1-Feb-29 $364,600.00
4952875 AURORA IL 60504 SFD 6.500 6.000 $2,298.20 360 1-Jan-29 $363,271.30
4952898 GLEN ELLYN IL 60137 SFD 6.000 5.733 $1,888.59 360 1-Feb-29 $315,000.00
4953169 ATLANTA GA 30305 SFD 6.875 6.000 $2,125.83 360 1-Feb-29 $323,600.00
4953371 BOCA RATON FL 33486 SFD 6.375 6.000 $1,575.28 360 1-Feb-29 $252,500.00
4953407 NANUET NY 10954 SFD 6.875 6.000 $1,795.72 360 1-Feb-29 $273,350.00
4954101 SAN RAMON CA 94583 SFD 6.625 6.000 $3,249.58 360 1-Feb-29 $507,500.00
4955274 SAN JOSE CA 95135 SFD 6.375 6.000 $2,156.10 360 1-Feb-29 $345,600.00
4955825 MARSHFIELD MA 02050 SFD 6.750 6.000 $2,367.39 360 1-Feb-29 $365,000.00
4957473 MABLETON GA 30059 SFD 6.375 6.000 $1,728.75 360 1-Feb-29 $277,100.00
$150,763,132.63
</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>
4654963 79.99 0.250 0.017 0.233
4683661 90.00 0.250 0.017 0.483
4694109 80.00 0.250 0.017 0.858
4694307 71.03 0.250 0.017 0.233
4694434 80.00 0.250 0.017 0.108
4722101 75.00 0.250 0.017 0.483
4734607 88.10 0.250 0.017 0.483
4748358 79.99 0.250 0.017 0.733
4750994 74.48 0.250 0.017 0.108
4752404 60.61 0.250 0.017 0.233
4757728 80.00 0.250 0.017 1.108
4758437 66.04 0.250 0.017 0.483
4761678 80.00 0.250 0.017 0.733
4767477 79.81 0.250 0.017 0.233
4768505 80.00 GD 2YR 0.250 0.017 0.233
4772031 95.00 0.250 0.017 1.358
4775157 80.00 GD 3YR 0.250 0.017 0.108
4775894 80.00 0.250 0.017 0.483
4779784 86.02 GD 5YR 0.250 0.017 0.483
4779901 80.00 0.250 0.017 0.358
4782551 89.99 0.250 0.017 0.608
4785307 69.47 0.250 0.017 0.608
4785406 94.99 0.250 0.017 0.858
4788141 80.00 0.250 0.017 0.483
4789219 89.99 0.250 0.017 0.483
4794760 78.34 0.250 0.017 0.233
4796106 95.00 11 0.250 0.017 0.733
4798032 79.99 0.250 0.017 0.000
4799550 80.00 GD 3YR 0.250 0.017 0.483
4802171 55.74 0.250 0.017 0.608
4804695 65.22 0.250 0.017 0.608
4805695 68.65 0.250 0.017 0.108
4806405 80.00 0.250 0.017 0.108
4807104 89.99 0.250 0.017 0.233
4807676 70.00 0.250 0.017 0.483
4807852 90.00 17 0.250 0.017 0.983
4808251 66.37 0.250 0.017 0.108
4809766 74.33 0.250 0.017 0.233
4811283 80.00 0.250 0.017 0.483
4811456 79.78 GD 3YR 0.250 0.017 0.233
4813892 69.47 0.250 0.017 0.233
4815546 74.10 0.250 0.017 0.733
4818012 80.00 0.250 0.017 0.358
4820520 49.57 GD 3YR 0.250 0.017 0.108
4821124 79.96 0.250 0.017 0.000
4822611 79.99 0.250 0.017 0.483
4823826 60.06 0.250 0.017 0.358
4824369 80.00 0.250 0.017 0.108
4825350 80.00 GD 5YR 0.250 0.017 0.733
4826150 69.65 0.250 0.017 0.000
4827335 74.23 0.250 0.017 0.233
4828627 79.99 0.250 0.017 0.233
4829700 78.87 0.250 0.017 0.608
4830602 90.00 0.250 0.017 0.858
4830775 88.22 0.250 0.017 0.483
4830837 69.08 0.250 0.017 0.733
4831516 65.12 0.250 0.017 0.108
4832931 50.00 0.250 0.017 0.358
4832958 80.00 0.250 0.017 0.358
4833658 77.53 0.250 0.017 0.483
4834093 80.00 0.250 0.017 0.733
4835595 80.00 0.250 0.017 0.608
4835667 79.92 0.250 0.017 0.233
4836954 80.00 0.250 0.017 0.233
4838115 95.00 0.250 0.017 1.108
4839176 64.69 GD 2YR 0.250 0.017 0.108
4839593 79.99 GD 6YR 0.250 0.017 0.608
4840136 80.00 0.250 0.017 0.108
4843098 75.76 0.250 0.017 0.108
4843598 89.98 17 0.250 0.017 0.233
4844143 61.24 0.250 0.017 0.233
4845112 94.99 0.250 0.017 0.608
4846005 80.00 0.250 0.017 0.233
4846818 81.82 0.250 0.017 0.483
4846871 48.39 0.250 0.017 0.000
4846892 95.00 0.250 0.017 0.608
4847523 90.00 0.250 0.017 0.983
4848383 94.99 GD 3YR 0.250 0.017 0.608
4848483 79.99 0.250 0.017 0.733
4850059 90.00 0.250 0.017 1.233
4851063 78.44 0.250 0.017 0.358
4851852 94.40 0.250 0.017 0.608
4852843 90.00 0.250 0.017 0.733
4852958 89.99 0.250 0.017 0.858
4853161 75.62 0.250 0.017 0.108
4853432 67.35 0.250 0.017 1.108
4853749 85.00 06 0.250 0.017 0.358
4854353 95.00 0.250 0.017 0.983
4854399 94.94 0.250 0.017 0.483
4854862 89.20 33 0.250 0.017 0.000
4856525 94.34 17 0.250 0.017 0.733
4856824 94.44 0.250 0.017 0.858
4857945 90.00 0.250 0.017 0.233
4859266 80.00 0.250 0.017 0.233
4859303 80.00 0.250 0.017 0.000
4859667 79.99 0.250 0.017 0.233
4859794 70.00 0.250 0.017 0.108
4860214 40.00 0.250 0.017 0.108
4861253 75.00 0.250 0.017 0.483
4861537 80.00 0.250 0.017 0.108
4862725 87.99 0.250 0.017 0.483
4863722 74.51 GD 4YR 0.250 0.017 0.733
4864318 80.00 0.250 0.017 0.233
4865561 64.00 0.250 0.017 0.000
4865905 80.00 0.250 0.017 0.483
4866360 80.00 GD 5YR 0.250 0.017 0.108
4867054 80.00 0.250 0.017 0.358
4867345 65.85 0.250 0.017 0.233
4867550 90.00 11 0.250 0.017 0.358
4867562 70.83 0.250 0.017 0.233
4867565 89.93 0.250 0.017 0.608
4867658 95.00 0.250 0.017 0.858
4867897 80.00 0.250 0.017 0.358
4868614 80.00 0.250 0.017 0.233
4870566 80.00 0.250 0.017 0.233
4870675 80.00 0.250 0.017 0.233
4870924 73.01 0.250 0.017 0.608
4870949 89.78 33 0.250 0.017 0.358
4871391 67.74 0.250 0.017 0.233
4873629 90.00 GD 3YR 0.250 0.017 0.733
4874774 79.73 0.250 0.017 0.358
4875037 90.00 11 0.250 0.017 0.233
4876269 85.41 33 0.250 0.017 0.608
4876569 55.46 GD 3YR 0.250 0.017 0.983
4877143 79.83 0.250 0.017 0.233
4877875 87.71 0.250 0.017 0.608
4879335 79.17 GD 3YR 0.250 0.017 0.233
4879436 90.00 12 0.250 0.017 0.358
4880028 70.00 0.250 0.017 0.000
4881657 80.00 0.250 0.017 0.233
4882334 76.92 0.250 0.017 0.108
4883190 75.00 0.250 0.017 0.608
4883242 80.00 0.250 0.017 0.108
4883785 65.94 0.250 0.017 0.108
4883900 78.99 0.250 0.017 0.483
4884263 54.68 0.250 0.017 0.483
4884390 77.00 GD 5YR 0.250 0.017 0.233
4884560 48.84 0.250 0.017 0.733
4885054 80.00 0.250 0.017 0.000
4885357 80.00 0.250 0.017 0.733
4886216 84.04 13 0.250 0.017 0.000
4886618 79.99 0.250 0.017 0.233
4887366 90.00 11 0.250 0.017 0.483
4887633 80.00 0.250 0.017 0.000
4888096 80.00 0.250 0.017 0.483
4888221 76.08 GD 5YR 0.250 0.017 0.108
4888473 89.96 0.250 0.017 0.483
4888707 80.00 0.250 0.017 0.000
4888729 80.00 0.250 0.017 0.000
4889053 79.99 0.250 0.017 0.483
4889320 95.00 0.250 0.017 0.608
4889803 72.51 0.250 0.017 0.000
4890543 67.87 0.250 0.017 0.733
4891362 50.98 GD 8YR 0.250 0.017 0.233
4891771 81.37 0.250 0.017 0.608
4891992 77.69 0.250 0.017 0.608
4892116 87.04 0.250 0.017 0.733
4892599 79.99 0.250 0.017 0.108
4893168 65.52 0.250 0.017 0.108
4893218 70.00 0.250 0.017 0.108
4893697 56.90 0.250 0.017 0.108
4893715 80.00 0.250 0.017 0.233
4893972 69.07 0.250 0.017 0.608
4894006 67.75 GD 3YR 0.250 0.017 0.000
4894322 95.00 0.250 0.017 0.608
4895583 80.00 0.250 0.017 0.108
4895877 79.99 0.250 0.017 0.733
4896190 51.79 0.250 0.017 0.000
4896324 80.00 0.250 0.017 0.358
4896509 80.00 0.250 0.017 0.483
4896534 70.75 0.250 0.017 0.108
4897291 80.00 0.250 0.017 0.483
4897478 94.81 0.250 0.017 0.983
4897528 79.99 0.250 0.017 0.733
4897594 79.99 0.250 0.017 0.483
4897859 67.79 0.250 0.017 0.233
4899475 70.00 0.250 0.017 0.233
4899855 80.00 0.250 0.017 0.000
4900020 94.99 0.250 0.017 0.733
4900214 64.97 0.250 0.017 0.483
4900459 90.00 11 0.250 0.017 0.108
4900618 85.00 33 0.250 0.017 0.733
4900665 66.41 0.250 0.017 0.000
4900693 80.00 0.250 0.017 0.358
4900789 79.92 0.250 0.017 0.233
4901125 54.35 GD 3YR 0.250 0.017 0.358
4901703 80.00 0.250 0.017 0.608
4901965 88.15 11 0.250 0.017 0.233
4902076 80.00 0.250 0.017 0.733
4902194 80.00 0.250 0.017 0.483
4902236 90.00 0.250 0.017 1.358
4902982 70.00 GD 8YR 0.250 0.017 0.483
4903022 86.71 17 0.250 0.017 0.233
4903455 70.00 0.250 0.017 0.108
4903698 90.00 0.250 0.017 0.608
4903854 73.81 0.250 0.017 0.233
4904458 58.94 0.250 0.017 0.358
4904661 69.66 GD 3YR 0.250 0.017 1.108
4904776 90.00 0.250 0.017 0.733
4904805 70.00 0.250 0.017 0.608
4905487 69.18 0.250 0.017 0.108
4905821 76.32 0.250 0.017 0.000
4906793 57.98 0.250 0.017 0.000
4906974 90.00 0.250 0.017 0.858
4907080 72.03 0.250 0.017 0.483
4907106 80.00 0.250 0.017 0.108
4907172 77.59 GD 5YR 0.250 0.017 0.608
4907210 80.00 0.250 0.017 0.000
4908104 55.92 0.250 0.017 0.233
4908395 90.00 12 0.250 0.017 0.858
4908558 80.00 0.250 0.017 0.858
4908658 79.37 0.250 0.017 0.608
4908782 68.48 0.250 0.017 0.000
4910072 80.00 0.250 0.017 1.108
4910404 90.00 17 0.250 0.017 0.483
4910472 89.98 0.250 0.017 0.858
4910586 69.99 0.250 0.017 0.233
4911133 74.75 0.250 0.017 0.233
4911635 80.00 0.250 0.017 0.358
4913516 80.00 0.250 0.017 0.733
4913556 85.88 11 0.250 0.017 0.233
4913741 89.09 0.250 0.017 0.483
4913811 74.65 0.250 0.017 0.233
4913867 80.00 0.250 0.017 0.733
4913961 80.00 0.250 0.017 0.233
4914078 90.00 0.250 0.017 0.733
4914350 90.00 0.250 0.017 0.733
4914541 61.96 0.250 0.017 0.608
4914712 80.00 0.250 0.017 0.358
4914727 75.00 0.250 0.017 0.483
4914761 92.42 0.250 0.017 0.858
4914896 79.99 0.250 0.017 0.233
4915058 80.00 0.250 0.017 0.608
4915251 90.00 0.250 0.017 0.483
4915348 90.00 0.250 0.017 0.858
4915350 64.87 0.250 0.017 0.483
4915403 90.00 0.250 0.017 0.983
4915558 79.49 0.250 0.017 0.108
4915592 80.00 GD 3YR 0.250 0.017 0.233
4915860 67.91 0.250 0.017 0.233
4915869 80.00 GD 6YR 0.250 0.017 0.733
4916076 80.00 0.250 0.017 0.483
4916165 94.67 0.250 0.017 0.858
4916548 49.38 0.250 0.017 0.733
4916606 41.86 0.250 0.017 0.608
4916652 89.99 33 0.250 0.017 0.108
4916790 69.99 0.250 0.017 0.108
4917028 74.34 0.250 0.017 0.483
4917270 80.00 0.250 0.017 0.233
4917356 80.00 0.250 0.017 0.233
4917517 90.00 33 0.250 0.017 0.733
4918019 95.00 0.250 0.017 1.108
4918029 79.99 0.250 0.017 0.233
4918161 79.52 0.250 0.017 0.000
4918243 93.71 GD 3YR 0.250 0.017 0.733
4918309 86.87 0.250 0.017 0.483
4918611 80.00 0.250 0.017 0.483
4918625 95.00 0.250 0.017 0.233
4919152 36.36 0.250 0.017 0.108
4919210 57.74 0.250 0.017 0.608
4919275 89.34 GD 6YR 0.250 0.017 0.733
4919540 80.00 0.250 0.017 0.233
4919571 90.00 GD 3YR 11 0.250 0.017 0.358
4919577 80.00 0.250 0.017 0.358
4920033 80.00 0.250 0.017 0.608
4920133 95.00 12 0.250 0.017 0.483
4920462 90.00 0.250 0.017 0.733
4920533 86.01 06 0.250 0.017 0.358
4920858 80.00 0.250 0.017 0.483
4920977 90.00 0.250 0.017 0.358
4921004 67.82 0.250 0.017 0.000
4921189 90.00 11 0.250 0.017 0.233
4921310 80.00 0.250 0.017 0.358
4921340 80.00 GD 8YR 0.250 0.017 0.483
4921879 80.00 GD 5YR 0.250 0.017 0.983
4921910 90.00 0.250 0.017 1.108
4922731 94.96 0.250 0.017 0.733
4922887 70.00 GD 1YR 0.250 0.017 0.000
4922958 72.86 0.250 0.017 0.483
4922963 77.11 0.250 0.017 0.358
4923338 76.38 0.250 0.017 0.233
4923376 80.00 0.250 0.017 0.108
4923489 79.99 0.250 0.017 0.108
4923508 80.00 0.250 0.017 0.483
4923586 73.77 GD 3YR 0.250 0.017 0.358
4923891 75.90 0.250 0.017 0.483
4923905 77.09 GD 5YR 0.250 0.017 0.733
4924004 95.00 GD 4YR 0.250 0.017 1.108
4924241 88.42 GD 3YR 33 0.250 0.017 0.000
4924255 80.00 0.250 0.017 0.608
4924430 84.62 11 0.250 0.017 0.483
4924647 79.99 0.250 0.017 0.608
4925080 80.00 0.250 0.017 0.108
4925408 80.00 0.250 0.017 0.733
4925438 80.00 0.250 0.017 0.483
4925592 78.65 0.250 0.017 0.233
4925613 61.73 0.250 0.017 0.733
4925639 85.00 11 0.250 0.017 0.733
4925748 80.00 0.250 0.017 0.000
4925878 79.99 0.250 0.017 0.483
4925924 66.67 0.250 0.017 0.233
4925946 83.70 33 0.250 0.017 0.000
4925987 75.00 GD 7YR 0.250 0.017 0.358
4926035 79.99 0.250 0.017 0.608
4926164 80.00 0.250 0.017 0.358
4926189 90.00 0.250 0.017 1.108
4926193 80.00 0.250 0.017 0.608
4926212 80.00 GD 4YR 0.250 0.017 0.233
4926394 79.91 0.250 0.017 0.233
4926487 89.99 12 0.250 0.017 0.233
4926519 80.00 0.250 0.017 0.358
4926578 80.00 0.250 0.017 0.483
4926602 61.82 0.250 0.017 0.483
4926620 73.13 0.250 0.017 0.483
4926677 72.94 0.250 0.017 1.108
4927171 80.00 GD 3YR 0.250 0.017 0.108
4927765 78.92 0.250 0.017 0.000
4928247 79.46 0.250 0.017 0.483
4928262 80.00 0.250 0.017 0.608
4928281 89.68 0.250 0.017 0.858
4928546 71.59 0.250 0.017 0.108
4928746 70.97 0.250 0.017 0.483
4928851 80.00 0.250 0.017 0.483
4929187 79.55 0.250 0.017 0.608
4929335 80.00 0.250 0.017 0.358
4929376 80.00 0.250 0.017 0.000
4929520 70.00 GD 4YR 0.250 0.017 0.358
4929631 80.00 0.250 0.017 0.358
4929647 92.97 11 0.250 0.017 0.608
4929714 76.27 0.250 0.017 0.483
4929812 91.08 0.250 0.017 0.733
4929862 65.96 0.250 0.017 0.233
4929995 80.00 0.250 0.017 0.108
4930014 80.00 0.250 0.017 0.733
4930102 74.39 0.250 0.017 0.483
4930126 90.00 0.250 0.017 1.233
4930130 57.14 0.250 0.017 0.233
4930344 78.08 0.250 0.017 0.358
4930446 80.00 0.250 0.017 0.608
4930886 85.59 0.250 0.017 0.858
4931070 80.00 0.250 0.017 0.233
4931130 92.06 0.250 0.017 0.983
4931396 85.00 0.250 0.017 0.608
4931444 37.70 GD 5YR 0.250 0.017 0.233
4931462 95.00 0.250 0.017 1.233
4931463 73.68 0.250 0.017 0.358
4931501 90.00 0.250 0.017 0.608
4931557 66.93 0.250 0.017 0.483
4931851 76.47 0.250 0.017 0.483
4931977 80.00 0.250 0.017 0.483
4931993 80.00 0.250 0.017 0.000
4932074 80.00 0.250 0.017 0.233
4932549 74.99 GD10YR 0.250 0.017 0.483
4932905 90.00 11 0.250 0.017 0.608
4933373 80.00 GD 1YR 0.250 0.017 0.483
4933431 86.51 GD 3YR 0.250 0.017 0.483
4934044 51.64 0.250 0.017 0.608
4934457 95.00 0.250 0.017 0.983
4934730 80.00 0.250 0.017 0.233
4934969 90.00 24 0.250 0.017 0.108
4935048 76.92 0.250 0.017 0.483
4935273 62.96 0.250 0.017 0.108
4935428 94.94 0.250 0.017 0.733
4935727 80.00 0.250 0.017 0.358
4936463 57.54 0.250 0.017 0.608
4936716 90.00 12 0.250 0.017 0.983
4936895 80.00 0.250 0.017 0.983
4937078 77.83 0.250 0.017 0.233
4937139 85.00 GD 3YR 0.250 0.017 0.858
4937550 90.00 0.250 0.017 0.983
4937686 79.99 0.250 0.017 0.858
4938099 77.54 0.250 0.017 0.233
4938234 86.14 11 0.250 0.017 0.233
4938331 95.00 0.250 0.017 0.483
4938490 80.00 0.250 0.017 0.358
4938611 67.00 0.250 0.017 0.000
4938646 93.61 0.250 0.017 0.733
4938739 80.00 0.250 0.017 0.483
4938987 80.00 0.250 0.017 0.608
4939394 80.00 0.250 0.017 0.108
4939433 80.00 0.250 0.017 0.483
4939499 90.00 0.250 0.017 0.483
4939814 80.00 GD 4YR 0.250 0.017 0.000
4939956 95.00 0.250 0.017 0.608
4940738 80.00 0.250 0.017 0.483
4941189 80.00 GD 2YR 0.250 0.017 0.608
4941201 80.00 0.250 0.017 0.233
4941405 76.40 GD 2YR 0.250 0.017 0.608
4941700 79.97 0.250 0.017 0.358
4941753 80.00 0.250 0.017 0.608
4942093 80.00 GD 3YR 0.250 0.017 0.108
4942260 41.94 0.250 0.017 0.233
4942526 65.22 0.250 0.017 0.108
4942541 68.69 0.250 0.017 0.733
4943283 62.50 0.250 0.017 0.000
4943328 80.00 0.250 0.017 0.108
4943370 85.00 0.250 0.017 0.858
4943424 79.99 0.250 0.017 0.733
4943777 69.81 0.250 0.017 0.000
4944107 67.11 0.250 0.017 0.000
4945233 73.60 0.250 0.017 0.358
4945332 75.76 0.250 0.017 0.483
4946060 80.00 0.250 0.017 0.483
4946064 74.65 0.250 0.017 0.233
4946194 80.00 0.250 0.017 0.483
4947092 80.00 0.250 0.017 0.483
4947365 62.61 0.250 0.017 0.733
4947938 57.77 0.250 0.017 0.233
4948619 50.85 0.250 0.017 0.108
4949120 80.00 0.250 0.017 0.108
4949522 77.14 0.250 0.017 0.608
4949806 90.00 11 0.250 0.017 0.108
4951178 75.95 0.250 0.017 0.608
4951320 61.71 0.250 0.017 0.000
4951577 86.88 12 0.250 0.017 0.483
4951706 80.00 0.250 0.017 0.358
4951847 80.00 0.250 0.017 0.000
4952647 79.99 0.250 0.017 0.483
4952875 80.00 0.250 0.017 0.233
4952898 90.00 11 0.250 0.017 0.000
4953169 80.00 0.250 0.017 0.608
4953371 66.01 0.250 0.017 0.108
4953407 80.00 0.250 0.017 0.608
4954101 79.99 0.250 0.017 0.358
4955274 80.00 0.250 0.017 0.108
4955825 89.72 33 0.250 0.017 0.483
4957473 79.99 0.250 0.017 0.108
COUNT: 427
WAC: 6.68439521
WAM: 358.997109
WALTV: 77.7288987
</TABLE>
<PAGE>
EXHIBIT F-3
NASCOR
NMI / 1999-06 Exhibit F-3 (Part A)
30 YEAR FIXED RATE RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- -------------------- ----- ----- -------- -------- -------- --------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- -------------------- ----- ------ -------- -------- -------- --------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4814676 ORLANDO FL 32836 SFD 7.250 6.000 $2,237.54 360 1-Jun-28 $325,909.21
4848820 SANDWICH MA 02563 SFD 6.375 6.000 $1,746.84 360 1-Oct-28 $278,954.34
4867656 CHARLOTTE NC 28277 SFD 7.250 6.000 $2,728.71 360 1-Sep-28 $398,420.82
4867709 CHARLOTTE NC 28210 SFD 7.250 6.000 $1,773.66 360 1-Aug-28 $258,764.51
4877420 MIDLOTHIAN VA 23113 SFD 7.250 6.000 $1,664.51 360 1-Aug-28 $242,840.56
4877808 EAGAN MN 55122 SFD 7.000 6.000 $2,124.31 360 1-Sep-28 $317,976.01
4887045 FLOWER MOUND TX 75028 SFD 6.750 6.000 $1,753.17 360 1-Sep-28 $269,123.18
4887362 CHARLOTTE NC 28277 SFD 7.000 6.000 $3,186.80 360 1-Sep-28 $477,013.80
4891042 CHICAGO IL 60657 LCO 6.250 5.983 $1,693.23 360 1-Nov-28 $274,213.10
4896504 KELLER TX 76248 PUD 6.750 6.000 $1,711.78 360 1-Sep-28 $262,770.99
4896729 TRUMBULL CT 06611 SFD 7.000 6.000 $2,347.85 360 1-Sep-28 $351,436.69
4900918 SCOTTSDALE AZ 85255 SFD 6.875 6.000 $1,599.63 360 1-Jul-28 $241,960.34
4903235 BLOOMINGTON IL 61704 SFD 6.500 6.000 $1,615.57 360 1-Dec-28 $255,136.61
4909442 MODESTO CA 95356 SFD 6.375 6.000 $1,977.67 360 1-Jan-29 $316,706.39
4931505 MOORESTOWN NJ 08057 SFD 6.625 6.000 $2,081.02 360 1-Jan-29 $324,713.25
4932714 DENVER CO 80202 HCO 7.125 6.000 $1,830.50 360 1-Jul-28 $270,151.67
4932724 GRAYSLAKE IL 60030 SFD 6.875 6.000 $2,086.41 360 1-Sep-28 $316,210.97
4932725 GROSSE POINTE FARMS MI 48236 SFD 6.500 6.000 $4,724.71 360 1-Nov-28 $745,461.75
4932761 LAGUNA NIGUEL CA 92607 PUD 7.375 6.000 $2,569.32 360 1-Oct-28 $370,857.24
4932784 FARMINGTON HILLS MI 48335 SFD 6.750 6.000 $1,796.62 360 1-Oct-28 $276,037.94
4932834 ROCHESTER HILLS MI 48306 SFD 6.750 6.000 $4,586.89 360 1-Nov-28 $705,363.03
4932931 PHILADELPHIA PA 19106 SFD 6.875 6.000 $1,708.02 360 1-Jul-28 $258,444.40
4932946 JACKSONVILLE FL 32259 SFD 7.000 6.000 $1,835.24 360 1-Aug-28 $274,473.36
4933997 HELLERTOWN PA 18055 SFD 6.750 6.000 $1,644.20 360 1-Oct-28 $252,619.56
4934010 LAGUNA HILLS CA 92653 SFD 6.875 6.000 $1,644.30 360 1-Sep-28 $249,236.44
4934036 PLYMOUTH MI 48170 SFD 6.750 6.000 $2,010.66 360 1-Oct-28 $308,923.32
4934074 HOLLAND OH 43528 SFD 6.750 6.000 $2,329.77 360 1-Oct-28 $357,952.44
4934090 PLANO TX 75093 SFD 6.750 6.000 $1,945.79 360 1-Aug-28 $298,428.30
4934102 GRANITE BAY CA 95746 SFD 6.625 6.000 $1,812.09 360 1-Sep-28 $281,737.68
4934254 ROCKLIN CA 95765 SFD 6.750 6.000 $1,634.15 360 1-Sep-28 $250,853.08
4934499 ROCHESTER HILLS MI 48306 SFD 6.625 6.000 $3,201.56 360 1-Sep-28 $497,764.79
4934501 ROCHESTER MI 48307 LCO 6.375 6.000 $1,653.57 360 1-Nov-28 $264,030.03
4934563 BLOOMFIELD HILLS MI 48302 SFD 6.750 6.000 $2,918.70 360 1-Aug-28 $447,642.36
4934564 BRIGHTON MI 48114 SFD 7.000 6.000 $955.02 360 1-Jul-28 $142,708.68
4934582 GRANITE BAY CA 95746 SFD 6.500 6.000 $2,009.98 360 1-Nov-28 $317,132.86
4956547 OLD LYME CT 06371 SFD 6.500 6.000 $1,666.45 360 1-Oct-28 $262,298.35
4956556 STOUCHBURG PA 19567 SFD 6.500 6.000 $1,870.92 360 1-Jan-29 $295,732.41
4956573 HUNTERSVILLE NC 28078 SFD 7.000 6.000 $1,826.26 360 1-Dec-28 $274,048.67
4956600 NAPERVILLE IL 60564 SFD 6.625 6.000 $2,561.24 360 1-Dec-28 $399,292.23
4956620 ATLANTA GA 30342 SFD 6.875 6.000 $1,839.40 360 1-Jan-29 $279,764.77
4956628 UNION CITY CA 94587 SFD 7.000 6.000 $2,118.33 360 1-Dec-28 $317,876.50
4956638 TEMECULA CA 92592 SFD 6.750 6.000 $1,607.87 360 1-Nov-28 $247,256.10
4956649 JUPITER FL 33458 PUD 6.750 6.000 $2,237.67 360 1-Dec-28 $344,404.26
4956657 PLEASANTON CA 94588 PUD 6.500 6.000 $4,108.45 360 1-Dec-28 $648,821.60
4956662 CHARLOTTE NC 28277 SFD 6.750 6.000 $1,945.79 360 1-Dec-28 $299,481.97
4956676 DAVIDSON NC 28036 SFD 6.750 6.000 $2,931.66 360 1-Oct-28 $450,312.21
4956689 LITHIA FL 33547 SFD 6.750 6.000 $2,209.13 360 1-Dec-28 $340,011.85
4956696 RIDGEWOOD NJ 07450 SFD 6.000 5.733 $2,973.77 360 1-Jan-29 $495,506.19
4956709 CLAYTON MO 63105 SFD 6.875 6.000 $2,608.99 360 1-Nov-28 $396,143.30
4956719 RESTON VA 20191 SFD 7.000 6.000 $1,729.79 360 1-Dec-28 $259,572.51
4956730 MERCED CA 95340 SFD 6.875 6.000 $1,997.06 360 1-Oct-28 $302,678.42
4956748 SAN DIEGO CA 92130 SFD 6.625 6.000 $1,945.91 360 1-Oct-28 $295,746.68
4956811 BOCA RATON FL 33496 SFD 6.750 6.000 $2,801.94 360 1-Nov-28 $430,618.91
4957178 SOMERS NY 10589 SFD 6.500 6.000 $1,762.21 360 1-Dec-28 $278,294.55
4957187 VOORHEES NJ 08043 SFD 6.875 6.000 $1,951.08 360 1-Sep-28 $295,738.04
4957190 APPLE VALLEY CA 92307 SFD 7.000 6.000 $2,102.36 360 1-Dec-28 $315,480.43
4957198 GREENSBORO NC 27410 SFD 6.750 6.000 $1,792.73 360 1-Nov-28 $275,682.04
4957202 ST. LOUIS MO 63108 SFD 6.500 6.000 $1,701.21 360 1-Dec-28 $268,662.06
4957211 FAIRFIELD CT 06430 SFD 6.500 6.000 $3,792.41 360 1-Nov-28 $598,363.94
4957230 CHARLOTTE NC 28277 SFD 6.750 6.000 $2,606.39 360 1-Nov-28 $400,605.38
4957241 MORRISVILLE NC 27560 PUD 6.250 5.983 $2,274.46 360 1-Nov-28 $368,343.01
4957263 TOMBALL TX 77375 PUD 6.750 6.000 $1,614.46 360 1-Dec-28 $248,485.17
4959238 BRENTWOOD TN 37027 SFD 6.625 6.000 $2,202.67 360 1-Nov-28 $343,084.46
4959248 ATLANTA GA 30342 SFD 6.250 5.983 $2,696.84 360 1-Nov-28 $436,746.73
4959264 PLYMOUTH MN 55446 SFD 6.750 6.000 $1,880.93 360 1-Dec-28 $289,499.24
4962898 OWINGS MILLS MD 21117 SFD 6.875 6.000 $1,725.10 360 1-Oct-28 $261,688.55
4962914 NEWTOWN PA 18940 SFD 6.875 6.000 $1,865.15 360 1-Nov-28 $283,200.32
4962926 RICHMOND VA 23221 SFD 6.750 6.000 $1,605.28 360 1-Dec-28 $247,072.62
4963000 MAPLE GROVE MN 55311 SFD 6.875 6.000 $1,754.00 360 1-Oct-28 $266,036.48
4963019 DOYLESTOWN PA 18901 SFD 6.000 5.733 $1,758.04 360 1-Nov-28 $292,346.91
4963035 ELLISVILLE MO 63021 SFD 6.125 5.858 $1,701.31 360 1-Dec-28 $279,293.35
4963578 CHARLOTTE NC 28226 SFD 6.750 6.000 $2,884.96 360 1-Nov-28 $443,644.57
4963674 CHARLOTTE NC 28210 SFD 6.750 6.000 $1,556.64 360 1-Nov-28 $239,376.59
4963725 SPRING TX 77379 SFD 6.750 6.000 $1,791.75 360 1-Dec-28 $275,772.98
$24,528,954.05
</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>
4814676 80.99 0.250 0.017 0.983
4848820 88.08 17 0.250 0.017 0.108
4867656 65.84 0.250 0.017 0.983
4867709 78.79 0.250 0.017 0.983
4877420 94.94 12 0.250 0.017 0.983
4877808 91.75 12 0.250 0.017 0.733
4887045 86.36 11 0.250 0.017 0.483
4887362 79.97 0.250 0.017 0.733
4891042 73.33 0.250 0.017 0.000
4896504 80.00 0.250 0.017 0.483
4896729 89.99 13 0.250 0.017 0.733
4900918 79.77 0.500 0.017 0.358
4903235 90.00 0.250 0.017 0.233
4909442 60.73 0.250 0.017 0.108
4931505 65.00 0.250 0.017 0.358
4932714 95.00 33 0.250 0.017 0.858
4932724 80.00 0.250 0.017 0.608
4932725 65.00 0.250 0.017 0.233
4932761 80.00 0.250 0.017 1.108
4932784 79.83 0.250 0.017 0.483
4932834 80.00 0.250 0.017 0.483
4932931 80.00 0.250 0.017 0.608
4932946 89.99 01 0.250 0.017 0.733
4933997 93.65 33 0.250 0.017 0.483
4934010 94.99 33 0.250 0.017 0.608
4934036 69.51 0.250 0.017 0.483
4934074 80.00 0.250 0.017 0.483
4934090 75.13 0.250 0.017 0.483
4934102 65.21 0.250 0.017 0.358
4934254 90.00 33 0.250 0.017 0.483
4934499 71.12 0.250 0.017 0.358
4934501 89.94 01 0.250 0.017 0.108
4934563 79.65 0.250 0.017 0.483
4934564 80.00 0.250 0.017 0.733
4934582 80.00 0.250 0.017 0.233
4956547 94.99 11 0.250 0.017 0.233
4956556 80.00 0.250 0.017 0.233
4956573 90.00 12 0.250 0.017 0.733
4956600 80.00 0.250 0.017 0.358
4956620 80.00 0.250 0.017 0.608
4956628 80.00 0.250 0.017 0.733
4956638 94.98 11 0.250 0.017 0.483
4956649 89.61 11 0.250 0.017 0.483
4956657 66.19 0.250 0.017 0.233
4956662 80.00 0.250 0.017 0.483
4956676 80.00 0.250 0.017 0.483
4956689 80.00 0.250 0.017 0.483
4956696 80.00 0.250 0.017 0.000
4956709 86.71 11 0.250 0.017 0.608
4956719 67.53 0.250 0.017 0.733
4956730 80.00 0.250 0.017 0.608
4956748 78.94 0.250 0.017 0.358
4956811 90.00 06 0.250 0.017 0.483
4957178 80.00 0.250 0.017 0.233
4957187 90.00 12 0.250 0.017 0.608
4957190 80.00 0.250 0.017 0.733
4957198 94.99 12 0.250 0.017 0.483
4957202 92.02 11 0.250 0.017 0.233
4957211 72.73 0.250 0.017 0.233
4957230 89.99 12 0.250 0.017 0.483
4957241 65.59 0.250 0.017 0.000
4957263 95.00 12 0.250 0.017 0.483
4959238 80.00 0.250 0.017 0.358
4959248 86.96 12 0.250 0.017 0.000
4959264 80.00 0.250 0.017 0.483
4962898 94.99 12 0.250 0.017 0.608
4962914 80.00 0.250 0.017 0.608
4962926 90.00 11 0.250 0.017 0.483
4963000 93.88 01 0.250 0.017 0.608
4963019 80.00 0.250 0.017 0.000
4963035 74.87 0.250 0.017 0.000
4963578 80.00 0.250 0.017 0.483
4963674 61.54 0.250 0.017 0.483
4963725 85.00 12 0.250 0.017 0.483
COUNT: 74
WAC: 6.717786746
WAM: 356.4820949
WALTV: 80.75484783
</TABLE>
NASCOR
NMI / 1999-06 Exhibit F-3 (Part B)
30 YEAR FIXED RATE RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (xvii) (xviii)
- ----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ------------------------------- -------------------------
<S> <C> <C>
4814676 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4848820 STAR BANK STAR BANK
4867656 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4867709 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4877420 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4877808 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4887045 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4887362 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4891042 STAR BANK STAR BANK
4896504 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4896729 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4900918 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
4903235 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4909442 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4931505 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4932714 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932724 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932725 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932761 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932784 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932834 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932931 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4932946 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4933997 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934010 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934036 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934074 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934090 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934102 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934254 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934499 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934501 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934563 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934564 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4934582 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4956547 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956556 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956573 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956600 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956620 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956628 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956638 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956649 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956657 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956662 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956676 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956689 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956696 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956709 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956719 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956730 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956748 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956811 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957178 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957187 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957190 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957198 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957202 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957211 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957230 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957241 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957263 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959238 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959248 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959264 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962898 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962914 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962926 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963000 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963019 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963035 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963578 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963674 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963725 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
COUNT: 74
WAC: 6.717786746
WAM: 356.4820949
WALTV: 80.75484783
</TABLE>
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
LOAN INFORMATION
Name of Mortgagor: _____________________________
Servicer
Loan No.: _____________________________
CUSTODIAN/TRUST ADMINISTRATOR
Name: _____________________________
Address: _____________________________
Custodian/Trustee _____________________________
Mortgage File No.: _____________________________
SELLER
Name: _____________________________
Address: _____________________________
Certificates:
Mortgage Pass-Through Certificates,
Series 1999-6
The undersigned Master Servicer hereby acknowledges that it has received from
First Union National Bank, as Trust Administrator for the Holders of Mortgage
Pass-Through Certificates, Series 1999-6, 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 Trust Administrator, the Seller, the Master Servicer and the United
States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 199__, in the
original principal sum of $___________, made by ____________________, payable
to, or endorsed to the order of, the Trustee.
( ) Mortgage recorded on _____________________ as
instrument no. ______________ in the County Recorder's Office of the County
of ____________________, State of _______________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Deed of Trust recorded on ____________________ as
instrument no. _________________ in the County Recorder's Office of the
County of ___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the
Trustee, recorded on ______________________________ as instrument no.
______________ in the County Recorder's Office of the County of
______________________, State of _____________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Certificate Account and except as
expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust
Administrator, on behalf of the Trustee, and the Master Servicer shall
keep the Documents and any proceeds separate and distinct from all other
property in the Master Servicer's possession, custody or control.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By: __________________________
Title: ________________________
Date: ________________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND FOR NON-ERISA INVESTORS
STATE OF ) )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is
[ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1999-6, 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 Trust Administrator with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trust Administrator an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes. "U.S.
Person" means a citizen or resident of the United States, a corporation,
partnership (except to the extent provided in applicable Treasury regulations)
or other entity created or organized in or under the laws of the United States
or any political subdivision thereof, an estate that is subject to U.S. federal
income tax regardless of the source of its income or a trust if a court within
the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class A-R Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 3.01 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ___ day of , 19 __.
[NAME OF PURCHASER]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or proved
to me to be the same person who executed the foregoing instrument and to be the
[Title of Officer], of the Purchaser, and acknowledged to me that he [she]
executed the same as his [her] free act and deed and the free act and deed of
the Purchaser.
Subscribed and sworn before me this __ day of , 19 __.
----------
-----------------------------
NOTARY PUBLIC
COUNTY OF ____________________
STATE OF _____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
SERIES 1999-6, 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 1999-6
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 1999-6, 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"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), of Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-6.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In connection with
the proposed transfer, the Purchaser represents and warrants to the Seller, the
Master Servicer and the Trust Administrator that:
(a)___The Purchaser is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which the Purchaser is organized, is
authorized to invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b)___The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6] Certificates
for its own account as principal and not with a view to the distribution
thereof, in whole or in part.
[(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.] The Purchaser is a "Qualified Institutional
Buyer" within the meaning of Rule 144A of the Act.]
(d)___The Purchaser confirms that (a) it has received and reviewed a copy of the
Private Placement Memorandum dated __________ __, 19__, relating to the Class
[A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e)___Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trust Administrator of the Trust Estate and
(b) such other opinions of counsel, officers' certificates and agreements as the
Seller or the Master Servicer may have required. A Benefit Plan Opinion is an
opinion of counsel to the effect that the proposed transfer will not cause the
assets of the Trust Estate to be regarded as "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trust Administrator, the Trustee, the Seller or the Master Servicer
to any obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).
(f)___If the Purchaser is a depository institution subject to the jurisdiction
of the Office of the Comptroller of the Currency ("OCC"), the Board of Governors
of the Federal Reserve System ("FRB"), the Federal Deposit Insurance Corporation
("FDIC"), the Office of Thrift Supervision ("OTS") or the National Credit Union
Administration ("NCUA"), the Purchaser has reviewed the "Supervisory Policy
Statement on Securities Activities" dated January 28, 1992 of the Federal
Financial Institutions Examination Council and the April 15, 1994 Interim
Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.
Section 3. TRANSFER OF CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES.
(a)___The Purchaser understands that the Class [A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [A-PO][B-4][B-5][B-6] Certificates are registered under the Act and
applicable state law or unless an exemption from registration is available. The
Purchaser further understands that neither the Seller, the Master Servicer nor
the Trust Administrator is under any obligation to register the Class
[A-PO][B-4][B-5][B-6] Certificates or make an exemption available. In the event
that such a transfer is to be made in reliance upon an exemption from the Act or
applicable state securities laws, (i) the Trust Administrator shall require, in
order to assure compliance with such laws, that the Certificateholder's
prospective transferee certify to the Seller and the Trust Administrator as to
the factual basis for the registration or qualification exemption relied upon,
and (ii) unless the transferee is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act, the Trust Administrator or the Seller may, if
such transfer is made within three years from the later of (a) the Closing Date
or (b) the last date on which the Seller or any affiliate thereof was a holder
of the Certificates proposed to be transferred, require an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the Trust
Administrator, the Master Servicer or the Seller. Any such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Trust Administrator, the Master Servicer, any Paying Agent acting
on behalf of the Trust Administrator and the Seller against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.
(b)___No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Seller and the Trust Administrator with a
Transferee's Letter, substantially in the form of this Agreement. (c)___The
Purchaser acknowledges that its Class [A-PO][B-4][B-5][B-6]
<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 1999-6
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 1999-6, 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"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee") of Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-6.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In connection with
the proposed transfer, the Purchaser represents and warrants to the Seller, the
Master Servicer and the Trust Administrator that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state
or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) if the Purchaser is an insurance company, (A) the source of
funds used to purchase the Class [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 Trust Administrator of the Trust Estate
and (b) such other opinions of counsel, officers' certificates and
agreements as the Seller or the Master Servicer may have required. A
Benefit Plan Opinion is an opinion of counsel to the effect that the
proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the
Trust Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes
imposed pursuant to ERISA, Section 4975 of the Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
Star Bank Servicing Agreement
GMAC Mortgage Corporation Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
Bank of America, NT & SA Servicing Agreement
First Union Mortgage Corp. Servicing Agreement
<PAGE>
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is made
and entered into as of , between Norwest Bank Minnesota, National Association
(the "Company" and "Norwest Bank") and (the "Purchaser").
PRELIMINARY STATEMENT
is the holder of the entire interest in Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1999-6, 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, First Union National Bank, as Trust
Administrator, and United States Trust Company of New York, as Trustee.
intends to resell all of the Class B Certificates directly to the Purchaser on
or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the Company
will cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreements, the related servicers (each a
related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 DEFINED TERMS.
Whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the State of New York are required or authorized
by law or executive order to be closed.
COLLATERAL FUND: The fund established and maintained pursuant to Section
3.01 hereof.
COLLATERAL FUND PERMITTED INVESTMENTS: Either (i) obligations of, or obligations
fully guaranteed as to principal and interest by, the United States, or any
agency or instrumentality thereof, provided such obligations are backed by the
full faith and credit of the United States, (ii) a money market fund rated in
the highest rating category by a nationally recognized rating agency selected by
the Company, (iii) cash, (iv) mortgage pass-through certificates issued or
guaranteed by Government National Mortgage Association, FNMA or FHLMC, (v)
commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
F-1 by Fitch IBCA, Inc. ("Fitch") or (vi) demand and time deposits in,
certificates of deposit of, any depository institution or trust company (which
may be an affiliate of the Company) incorporated under the laws of the United
States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by Fitch or S&P, (y)
the certificate of deposit or other unsecured short-term debt obligations of
such depository institution or trust company have a rating of at least F-1 by
Fitch or A-1 by S&P or (z) the depository institution or trust company is one
that is acceptable to either Fitch or S&P and, for each of the preceding clauses
(i), (iv), (v) and (vi), the maturity thereof shall be not later than the
earlier to occur of (A) 30 days from the date of the related investment and (B)
the next succeeding Distribution Date as defined in the related Pooling and
Servicing Agreement.
COMMENCEMENT OF FORECLOSURE: The first official action required under local law
in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of
foreclosure (whether in connection with a sale of the related property or
otherwise) or (z) initiation and completion of a short pay-off.
CURRENT APPRAISAL: With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, an appraisal of the related Mortgaged
Property obtained by the Purchaser at its own expense from an independent
appraiser (which shall not be an affiliate of the Purchaser) acceptable to the
Company as nearly contemporaneously as practicable to the time of the
Purchaser's election, prepared based on the Company's customary requirements for
such appraisals.
ELECTION TO DELAY FORECLOSURE: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
ELECTION TO FORECLOSE: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
MONTHLY ADVANCES: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
REQUIRED COLLATERAL FUND BALANCE: As of any date of determination, an amount
equal to the aggregate of all amounts previously required to be deposited in the
Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 DEFINITIONS INCORPORATED BY REFERENCE.
All capitalized terms not otherwise defined in this Agreement shall have the
meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 REPORTS AND NOTICES.
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Master Servicer shall provide to the Purchaser the following
notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days
or more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral
letter from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the Servicer (to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) to make its servicing personnel available (during
their normal business hours) to respond to reasonable inquiries, by phone or in
writing by facsimile, electronic, or overnight mail transmission, by the
Purchaser in connection with any Mortgage Loan identified in a report under
subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii) which has been
given to the Purchaser; provided, that (1) the related Servicer shall only be
required to provide information that is readily accessible to its servicing
personnel and is non-confidential and (2) the related Servicer shall respond
within five Business Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall cause the Servicer (to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) to provide to the Purchaser such information as the
Purchaser may reasonably request provided, however, that such information is
consistent with normal reporting practices, concerning each Mortgage Loan that
is at least ninety days delinquent and each Mortgage Loan which has become real
estate owned, through the final liquidation thereof; provided, that the related
Servicer shall only be required to provide information that is readily
accessible to its servicing personnel and is non-confidential provided, however,
that the Purchaser will reimburse the Company and the related Servicer for any
out of pocket expenses.
Section 2.02 PURCHASER'S ELECTION TO DELAY FORECLOSURE PROCEEDINGS.
(a) The Purchaser shall be deemed to direct the Company to direct (to the extent
that the Company as Master Servicer is granted such authority in the related
Servicing Agreement) the related Servicer that in the event that the Company
does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a notice under
Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may elect to
instruct the Company to cause, to the extent that the Company as Master Servicer
is granted such authority in the related Servicing Agreement, the related
Servicer to delay the Commencement of Foreclosure until such time as the
Purchaser determines that the related Servicer may proceed with the Commencement
of Foreclosure. Such election must be evidenced by written notice received
within 24 hours (exclusive of any intervening non-Business Days) of transmission
of the notice provided by the Company under Section 2.01(a)(ii). Such 24 hour
period shall be extended for no longer than an additional four Business Days
after the receipt of the information if the Purchaser requests additional
information related to such foreclosure; provided, however, that the Purchaser
will have at least one Business Day to respond to any requested additional
information. Any such additional information shall be provided only to the
extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable, but in no event more than 15 business days thereafter, and
shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay Foreclosure, the
Purchaser shall remit by wire transfer to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the unpaid principal balance of the Mortgage Loan and
the value shown in the Current Appraisal referred to in subsection (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
thereof, in which case the required deposit under this subsection shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable Mortgage Interest Rate. If any Election
to Delay Foreclosure extends for a period in excess of three months (such excess
period being referred to herein as the "Excess Period"), within two Business
Days the Purchaser shall remit by wire transfer in advance to the Company for
deposit in the Collateral Fund the amount of each additional month's interest,
as calculated by the Company, equal to interest on the Mortgage Loan at the
applicable Mortgage Interest Rate for the Excess Period. The terms of this
Agreement will no longer apply to the servicing of any Mortgage Loan upon the
failure of the Purchaser to deposit any of the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Delay Foreclosure or
within two Business Days of the commencement of the Excess Period subject to
Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company may withdraw from the Collateral Fund
from time to time amounts necessary to reimburse the related Servicer for all
related Monthly Advances and Liquidation Expenses thereafter made by such
Servicer in accordance with the Pooling and Servicing Agreement and the related
Servicing Agreement. To the extent that the amount of any such Liquidation
Expenses is determined by the Company based on estimated costs, and the actual
costs are subsequently determined to be higher, the Company may withdraw the
additional amount from the Collateral Fund. In the event that the Mortgage Loan
is brought current by the mortgagor and the foreclosure action is discontinued,
the amounts so withdrawn from the Collateral Fund shall be redeposited if and to
the extent that reimbursement therefor from amounts paid by the mortgagor is not
prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. Except as
provided in the preceding sentence, amounts withdrawn from the Collateral Fund
to cover Monthly Advances and Liquidation Expenses shall not be redeposited
therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this subsection) shall be
released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than the
delay in Commencement of Foreclosure as provided herein). If and when the
Purchaser shall notify the Company that it believes that it is appropriate to do
so, the related Servicer may proceed with the Commencement of Foreclosure. In
any event, if the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any Mortgage Loan as to
which the Purchaser made an Election to Delay Foreclosure and as to which the
related Servicer proceeded with the Commencement of Foreclosure in accordance
with subsection (f) above, the Company shall calculate the amount, if any, by
which the value shown on the Current Appraisal obtained under subsection (c)
exceeds the actual sales price obtained for the related Mortgaged Property (net
of Liquidation Expenses and accrued interest related to the extended foreclosure
period), and the Company shall withdraw the amount of such excess from the
Collateral Fund, shall remit the same to the Trust Estate and in its capacity as
Master Servicer shall apply such amount as additional Liquidation Proceeds
pursuant to the Pooling and Servicing Agreement. After making such withdrawal,
all amounts remaining in the Collateral Fund in respect of such Mortgage Loan
(after adjustment for all permitted withdrawals and deposits pursuant to this
Agreement) shall be released to the Purchaser.
Section 2.03 PURCHASER'S ELECTION TO COMMENCE FORECLOSURE PROCEEDINGS.
(a) In connection with any Mortgage Loan identified in a report under Section
2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause, to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement, the related Servicer to proceed with the
Commencement of Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m., New York City
time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the Purchaser
shall remit to the Company, for deposit in the Collateral Fund, an amount, as
calculated by the Company, equal to 125% of the current unpaid principal balance
of the Mortgage Loan and three months interest on the Mortgage Loan at the
applicable Mortgage Interest Rate. If and when any such Mortgage Loan is brought
current by the mortgagor, all amounts in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser if and to the
extent that reimbursement therefor from amounts paid by the mortgagor is not
prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the related Servicer shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any Mortgage Loan as to
which the Purchaser made an Election to Foreclose and as to which the related
Servicer proceeded with the Commencement of Foreclosure in accordance with
subsection (c) above, the Company shall calculate the amount, if any, by which
the unpaid principal balance of the Mortgage Loan at the time of liquidation
(plus all unreimbursed interest and servicing advances and Liquidation Expenses
in connection therewith other than those paid from the Collateral Fund) exceeds
the actual sales price obtained for the related Mortgaged Property, and the
Company shall withdraw the amount of such excess from the Collateral Fund, shall
remit the same to the Trust Estate and in its capacity as Master Servicer shall
apply such amount as additional Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. After making such withdrawal, all amounts remaining in the
Collateral Fund (after adjustment for all withdrawals and deposits pursuant to
subsection (c) in respect of such Mortgage Loan shall be released to the
Purchaser.
Section 2.04 TERMINATION.
(a) With respect to all Mortgage Loans included in the Trust Estate, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate (i)
at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the respective rights,
obligations and responsibilities of the Purchaser and the Company hereunder
shall terminate upon the later to occur of (i) the final liquidation of the last
Mortgage Loan as to which the Purchaser made any Election to Delay Foreclosure
or any Election to Foreclose and the withdrawal of all remaining amounts in the
Collateral Fund as provided herein and (ii) ten Business Days' notice. The
Purchaser's right to make an election pursuant to Section 2.02 or Section 2.03
hereof with respect to a particular Mortgage Loan shall terminate if the
Purchaser fails to make any deposit required pursuant to Section 2.02(d) or
2.03(b) or if the Purchaser fails to make any other deposit to the Collateral
Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 COLLATERAL FUND.
Upon receipt from the Purchaser of the initial amount required to be deposited
in the Collateral Fund pursuant to Article II, the Company shall establish and
maintain with Bankers Trust Company as a segregated account on its books and
records an account (the "Collateral Fund"), entitled "Norwest Bank Minnesota,
National Association, as Master Servicer, for the benefit of registered holders
of Norwest Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 1999-6. 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) bin the case of the Purchaser,
Attention:
Section 4.05 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 SUCCESSORS AND ASSIGNS.
The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such
provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07 ARTICLE AND SECTION HEADINGS.
The article and section headings herein are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
Section 4.08 CONFIDENTIALITY.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director, employee,
affiliate or independent contractor acting at such party's direction will
disclose the terms of Section 4.09 of this Agreement to any person or entity
other than such party's legal counsel except pursuant to a final, non-appealable
order of court, the pendency of such order the other party will have received
notice of at least five business days prior to the date thereof, or pursuant to
the other party's prior express written consent.
Section 4.09 INDEMNIFICATION.
The Purchaser agrees to indemnify and hold harmless the Company, the Seller, and
each Servicer and each person who controls the Company, the Seller, or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all as of
the day and year first above written.
Norwest Bank Minnesota, National
Association
By:____________________________________
Name:__________________________________
Title: _______________________________
By:____________________________________
Name:__________________________________
Title: _______________________________
