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 26, 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 26, 1999, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1999-7, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-R, Class B-1, Class B-2 and Class B-3 (the "Offered Certificates"), having an
aggregate original principal balance of $496,339,100.00. The Offered
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of February 26, 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 1999-7, Class A-PO
Certificates, having an aggregate initial principal balance of $161,998.35, and
Class B-4, Class B-5 and Class B-6 Certificates, having an aggregate initial
principal balance of $3,500,161.10 (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 99.27% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
other than the Fixed Retained Yield (as defined in the Agreement), which may
include loans secured by shares issued by cooperative housing corporations. The
remaining undivided interests in the Trust Estate are evidenced by the Class
A-PO and Private Class B Certificates. Distributions on the Private Class B
Certificates are subordinated to distributions on the Offered Certificates and
the Class A-PO Certificates.
Interest on the Offered Certificates (other than the Class A-5 Certificates)
will be distributed on each Distribution Date (as defined in the Agreement).
Monthly distributions in reduction of the principal balance of the Offered
Certificates will be allocated to the Offered Certificates in accordance with
the priorities set forth in the Agreement. Distributions of interest and in
reduction of principal balance on any Distribution Date will be made to the
extent that the Pool Distribution Amount is sufficient therefor.
An election will be made to treat the Trust Estate as a REMIC for federal income
tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-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) Poling and Servicing Agreement, dated as
of February 26, 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 26, 1999
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Alan S. McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
EXHIBIT NO. DESCRIPTION ELECTRONIC (E)
(EX-4) Pooling and Servicing E
Agreement, dated as of
Februaray 26, 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.
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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 26, 1999
$500,001,259.45
Mortgage Pass-Through Certificates
Series 1999-7
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<PAGE>
i
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
Section 1.01 Definitions................................................... 1
Section 1.02 Acts of Holders...............................................48
Section 1.03 Effect of Headings and Table of Contents......................48
Section 1.04 Benefits of Agreement.........................................49
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL
ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans...................................1
Section 2.02 Acceptance by Trust Administrator..............................2
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller....................................................3
Section 2.04 Execution and Delivery of Certificates.........................9
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date............................10
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account............................................1
Section 3.02 Permitted Withdrawals from the Certificate Account.............2
Section 3.03 Advances by Master Servicer and Trust Administrator............3
Section 3.04 Trust Administrator to Cooperate; Release of Owner
Mortgage Loan Files...........................................5
Section 3.05 Reports to the Trustee and Trust Administrator; Annual
Compliance Statements.........................................6
Section 3.06 Title, Management and Disposition of Any REO Mortgage Loan.....6
Section 3.07 Amendments to Servicing Agreements, Modification of
Standard Provisions...........................................7
Section 3.08 Oversight of Servicing.........................................8
Section 3.09 Termination and Substitution of Servicing Agreements..........10
Section 3.10 Application of Net Liquidation Proceeds.......................12
Section 3.11 Act Reports...................................................12
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions..................................................1
Section 4.02 Allocation of Realized Losses..................................6
Section 4.03 Paying Agent...................................................8
Section 4.04 Statements to Certificateholders; Report to the Trust
Administrator, Financial Security and the Seller..............9
Section 4.05 Reports to Mortgagors and the Internal Revenue Service........13
Section 4.06 Reserve Fund..................................................13
Section 4.07 Distributions in Reduction of the Class A-4 Certificates......14
Section 4.08 Policy Matters................................................19
Section 4.09 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer...............................21
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates...............................................1
Section 5.02 Registration of Certificates...................................2
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..............6
Section 5.04 Persons Deemed Owners..........................................6
Section 5.05 Access to List of Certificateholders' Names and Addresses......6
Section 5.06 Maintenance of Office or Agency................................7
Section 5.07 Definitive Certificates........................................7
Section 5.08 Notices to Clearing Agency.....................................8
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer................1
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer......................................................1
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others...........................................1
Section 6.04 Resignation of the Master Servicer.............................2
Section 6.05 Compensation to the Master Servicer............................2
Section 6.06 Assignment or Delegation of Duties by Master Servicer..........2
Section 6.07 Indemnification of Trustee, Trust Administrator and
Seller by Master Servicer.....................................3
ARTICLE VII
DEFAULT
Section 7.01 Events of Default..............................................1
Section 7.02 Other Remedies of Trustee......................................2
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.......................................3
Section 7.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default.........................................3
Section 7.05 Trust Administrator to Act; Appointment of Successor...........3
Section 7.06 Notification to Certificateholders.............................5
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator..................1
Section 8.02 Certain Matters Affecting the Trustee..........................2
Section 8.03 Neither Trustee nor Trust Administrator Required to Make
Investigation.................................................2
Section 8.04 Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans................................3
Section 8.05 Trustee and Trust Administrator May Own Certificates...........3
Section 8.06 The Master Servicer to Pay Fees and Expenses...................3
Section 8.07 Eligibility Requirements.......................................4
Section 8.08 Resignation and Removal........................................4
Section 8.09 Successor......................................................5
Section 8.10 Merger or Consolidation........................................6
Section 8.11 Authenticating Agent...........................................6
Section 8.12 Separate Trustees and Co-Trustees..............................7
Section 8.13 Appointment of Custodians......................................8
Section 8.14 Tax Matters; Compliance with REMIC Provisions..................9
Section 8.15 Monthly Advances..............................................11
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation of
All Mortgage Loans............................................1
Section 9.02 Additional Termination Requirements............................3
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........................................................4
Section 10.06 Severability of Provisions.....................................4
Section 10.07 Special Notices to Rating Agencies and Financial Security......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
Section 11.27 Financial Security Contact Person..............................4
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-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 1999-7 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
EXHIBIT N - Policy
<PAGE>
This Pooling and Servicing Agreement, dated as of February 26, 1999
executed by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee and FIRST UNION NATIONAL BANK, as Trust Administrator.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer, the Trustee and the Trust Administrator agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
ACCEPTED MASTER SERVICING PRACTICES: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
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
$115,049.53 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) (or, in the case of the Class A-4 Certificates, without
giving effect to the guaranty provided by Financial Security) by either Rating
Agency minus (2) the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Relevant
Anniversary. On and after the Cross-Over Date the Bankruptcy Loss Amount shall
be zero.
BANK UNITED MORTGAGE LOAN SALE AGREEMENT: The mortgage loan sale
agreement dated as of September 17, 1998 between Bank United, as seller, and
Norwest Funding, Inc., as purchaser.
BENEFICIAL OWNER: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
BOOK-ENTRY CERTIFICATE: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-6
Certificates, beneficial ownership and transfers of which shall be evidenced by,
and made through, book entries by the Clearing Agency as described in Section
5.01(b).
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
CERTIFICATE: Any one of the Class A Certificates or Class B
Certificates.
CERTIFICATE ACCOUNT: The trust account established and
maintained by the Master Servicer in the name of the Master Servicer on
behalf of the Trustee pursuant to Section 3.01. The Certificate Account
shall be an Eligible Account.
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: Respectively,
the register maintained pursuant to and the registrar provided for in Section
5.02. The initial Certificate Registrar is the Trust Administrator.
CERTIFICATEHOLDER OR HOLDER: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
CLASS: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
CLASS A CERTIFICATE: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-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-5 and Class A-PO
Certificates), the amount distributable to such Class of Class A Certificates
pursuant to Paragraphs first, second and third clause (A) of Section 4.01(a). As
to the Class A-5 Certificates, the amount distributable to such Class pursuant
to Paragraph 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 sum
of (a) the Class A Interest Accrual Amount (determined without regard to clause
(ii) of the definition of each Interest Accrual Amount) and (b) the Premium
Payment (determined without regard to clause (ii) of the definition of Premium
Payment).
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 Shortfalls, (iii) the Premium Payment, (iv)
the Premium Unpaid Shortfall and (v) 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-6 and Class A-R
Certificates, the Class A Fixed Pass-Through Rate. As to the Class A-1
Certificates, 6.450% per annum. As to the Class A-2 and Class A-3 Certificates,
6.000% per annum. As to the Class A-4 Certificates, 6.550% per annum. The Class
A-5 and 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-5
Certificates, Class A-6 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-4 DISTRIBUTION DEFICIENCY: With respect to the Class A-4
Certificates on each Distribution Date, the sum of (i) the Class A-4 Interest
Loss Amount for such Distribution Date and (ii) the Class A-4 Principal Loss
Amount for such Distribution.
CLASS A-4 INTEREST LOSS AMOUNT: As to any Distribution Date, the
excess, if any, of (i) the Interest Accrual Amount of the Class A-4 Certificates
(determined without regard to clause (ii) of the definition thereof), net of any
Non-Supported Interest Shortfalls allocated to the Class A-4 Certificates that
are covered by the Reserve Fund over (ii) the amount available to be distributed
in respect of the Class A-4 Certificates on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
CLASS A-4 PRINCIPAL LOSS AMOUNT: As to any Distribution Date, the
sum of, without duplication, (i) the Class A Loss Percentage of the Class A-4
Certificates of the principal portion of Realized Losses allocated to the Class
A Certificates (other than the Class A-PO Certificates) with respect to such
Distribution Date pursuant to Section 4.02(b) and (ii) any amount allocated to
the Class A-4 Certificates after the Cross-Over Date with respect to such
Distribution Date pursuant to the third sentence in the definition of Principal
Balance of the Class A-4 Certificates.
CLASS A-5 CERTIFICATE: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-5 and
Exhibit C hereto.
CLASS A-5 CERTIFICATEHOLDER: The registered holder of a Class
A-5 Certificate.
CLASS A-6 CERTIFICATE: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-6 and
Exhibit C hereto.
CLASS A-6 CERTIFICATEHOLDER: The registered holder of a Class
A-6 Certificate.
CLASS A-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.
CLASS A-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i)(A) the principal portion of the Monthly Payment due on the
Due Date occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that
was repurchased by the Seller during such preceding month pursuant to
Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage
Loan substituted for a defective Mortgage Loan during the month preceding
the month in which such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
the applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan.
CLASS A-R CERTIFICATE: The Certificate executed by the Trust Administrator
and authenticated by the Trust Administrator or the Authenticating Agent in
substantially the form set forth in Exhibit A-R and Exhibit C hereto.
CLASS A-R CERTIFICATEHOLDER: The registered holder of the Class A-R
Certificate.
CLASS B CERTIFICATE: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
CLASS B CERTIFICATEHOLDER: The registered holder of a Class B
Certificate.
CLASS B DISTRIBUTION AMOUNT: Any of the Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 or Class B-6 Distribution Amounts.
CLASS B INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
CLASS B INTEREST PERCENTAGE: As to any Distribution Date and any Class of
Class B Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class B Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
CLASS B INTEREST SHORTFALL AMOUNT: Any of the Class B-1 Interest Shortfall
Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall
Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount
or Class B-6 Interest Shortfall Amount.
CLASS B LOSS PERCENTAGE: As to any Determination Date and any Class of
Class B Certificates then outstanding, the percentage calculated by dividing the
Principal Balance of such Class B by the Class B Principal Balance (determined
without regard to any Principal Balance of any Class of Class B Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
CLASS B PASS-THROUGH RATE: As to any Distribution Date, 6.250% per
annum.
CLASS B PERCENTAGE: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage
or Class B-6 Percentage.
CLASS B PREPAYMENT PERCENTAGE: Any of the Class B-1 Prepayment Percentage,
Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage, Class B-4
Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6 Prepayment
Percentage.
CLASS B PRINCIPAL BALANCE: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
CLASS B UNPAID INTEREST SHORTFALL: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
CLASS B-1 CERTIFICATE: Any one of the Certificates executed by the 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:
(v) 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;
(vi) 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;
(vii) 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
(viii) 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:
(ix) 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;
(x) 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;
(xi) 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
(xii) 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:
(xiii) 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;
(xiv) 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;
(xv) 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
(xvi) 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:
(xvii) 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;
(xviii) 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;
(xix) 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
(xx) 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:
(xxi) 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;
(xxii) 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;
(xxiii) 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
(xxiv) 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:
(xxv) 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;
(xxvi) 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;
(xxvii) 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
(xxviii) 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 INDIRECT PARTICIPANT: A broker, dealer, bank,
financial institution or other Person that clears securities transactions
through or maintains a custodial relationship with a Clearing Agency
Participant, either directly or indirectly.
CLEARING AGENCY PARTICIPANT: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
CLOSING DATE: The date of initial issuance of the Certificates,
as set forth in Section 11.21.
CODE: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
COMPENSATING INTEREST: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal
Balance for such Distribution Date and (b) the Available Master Servicing
Compensation for such Distribution Date.
CO-OP SHARES: Shares issued by private non-profit housing
corporations.
CORPORATE TRUST OFFICE: The principal office of the 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
and the Premium Payment 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.
DECEASED HOLDER: A Beneficial Owner of a Class A-4 Certificate who
was living at the time such interest was acquired, whose death is deemed to have
occurred pursuant to Section 4.07(b), and with respect to which the Trust
Administrator has received through the Clearing Agency evidence of death
satisfactory to the Trust Administrator and any tax waivers requested by the
Trustee.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: As defined in Section 5.01(b).
DENOMINATION: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.
DETERMINATION DATE: The 17th day of the month in which the
related Distribution Date occurs, or if such 17th day is not a Business Day,
the Business Day preceding such 17th day.
DISCOUNT MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage
Interest Rate of less than 6.250%.
DISTRIBUTION DATE: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
DUE DATE: With respect to any Mortgage Loan, the day of the
month in which the Monthly Payment on such Mortgage Loan is scheduled to be
paid.
ELIGIBLE ACCOUNT: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the 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):
(xxix) 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;
(xxx) 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) (or, in
the case of the Class A-4 Certificates, without giving effect to the
guaranty provided by Financial Security) by either Rating Agency;
(xxxi) 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) (or, in the case of the Class A-4 Certificates, without giving
effect to the guaranty provided by Financial Security) by either Rating
Agency;
(xxxii) certificates of deposit, demand or time deposits, federal
funds or banker's acceptances issued by any depository institution or
trust company incorporated under the laws of the United States or of any
state thereof and subject to supervision and examination by federal and/or
state banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) (or, in the case of the Class
A-4 Certificates, without giving effect to the guaranty provided by
Financial Security) by either Rating Agency;
(xxxiii) 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;
(xxxiv) 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;
(xxxv) 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) (or, in
the case of the Class A-4 Certificates, without giving effect to the
guaranty provided by Financial Security) by either Rating Agency; and
(xxxvi) 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) (or, in the case of the Class A-4 Certificates, without giving
effect to the guaranty provided by Financial Security) by either Rating
Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA PROHIBITED HOLDER: As defined in Section 5.02(d).
ERRORS AND OMISSIONS POLICY: As defined in each of the Servicing
Agreements.
EVENT OF DEFAULT: Any of the events specified in Section 7.01.
EXCESS BANKRUPTCY LOSS: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss
represented by the ratio of (a) the excess of the Aggregate Current Bankruptcy
Losses over the then-applicable Bankruptcy Loss Amount, divided by (b) the
Aggregate Current Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy
Loss occurring with respect to a Mortgage Loan on or after the Cross-Over Date
will be an Excess Bankruptcy Loss.
EXCESS FRAUD LOSS: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized in the month preceding the
month of such Distribution Date, (i) if the Aggregate Current Fraud Losses with
respect to such Distribution Date exceed the then-applicable Fraud Loss Amount,
then the portion of such Fraud Loss represented by the ratio of (a) the excess
of the Aggregate Current Fraud Losses over the then-applicable Fraud Loss
Amount, divided by (b) the Aggregate Current Fraud Losses, or (ii) if the
Aggregate Current Fraud Losses with respect to such Distribution Date are less
than or equal to the then-applicable Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Fraud Loss.
EXCESS SPECIAL HAZARD LOSS: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
EXHIBIT F-1 MORTGAGE LOAN: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under the Norwest Servicing Agreement.
EXHIBIT F-2 MORTGAGE LOAN: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any
successor thereto.
FIDELITY BOND: As defined in each of the Servicing Agreements.
FINAL DISTRIBUTION DATE: The Distribution Date on which the
final distribution in respect of the Certificates is made pursuant to Section
9.01.
FINAL SCHEDULED MATURITY DATE: The Final Scheduled Maturity Date for
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-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.
FINANCIAL SECURITY: Financial Security Assurance Inc., a
monoline insurance company incorporated under the laws of the State of New
York, or any successor thereto.
FINANCIAL SECURITY CONTACT PERSON: The officer designated by the
Master Servicer to provide information to Financial Security pursuant to
Section 4.08(g). The initial Financial Security Contact Person is appointed
in Section 11.27.
FINANCIAL SECURITY DEFAULT: The existence and continuance of any
of the following:
(b) Financial Security fails to make a payment required under a
policy in accordance with its terms:
(c) Financial Security (A) files any petition or commences any case
or proceeding under any provision or similar federal or state law relating
to insolvency, bankruptcy, rehabilitation, liquidation or reorganization,
(B) makes a general assignment for the benefit of its creditors, or (C)
has an order for relief entered against it under the United States
Bankruptcy code or any similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization
which is final and nonappealable; or
(d) a court of competent jurisdiction, the New York Department of
Insurance or other competent regulatory authority enters a final and
nonappealable order, judgment or decree (1) appointing a custodian,
trustee, agent or receiver for Financial Security or for all or any
material portion of its property or (2) authorizing the taking of
possession by a custodian, trustee, agent or receiver of Financial
Security (or the taking of possession of all or any material portion of
the property of Financial Security).
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) 6.250%,
(b) the Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
FIXED RETAINED YIELD RATE: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus the sum of (i) 6.250%, (ii) the Servicing Fee Rate
and (iii) the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
FORECLOSURE PROFITS: As to any Distribution Date, the excess, if
any, of (i) Net Liquidation Proceeds in respect of each Mortgage Loan that
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date over (ii) the sum of the unpaid principal balance of each such Liquidated
Loan plus accrued and unpaid interest at the applicable Mortgage Interest Rate
on the unpaid principal balance thereof from the Due Date to which interest was
last paid by the Mortgagor (or, in the case of a Liquidated Loan that had been
an REO Mortgage Loan, from the Due Date to which interest was last deemed to
have been paid) to the first day of the month in which such Distribution Date
occurs.
FRAUD LOSS: A Liquidated Loan Loss as to which there was fraud
in the origination of such Mortgage Loan.
FRAUD LOSS AMOUNT: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $10,000,025.19 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.
GREENWICH CAPITAL: Greenwich Capital Markets, Inc., or its
successor in interest.
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.
INDIVIDUAL CLASS A-4 CERTIFICATE: A Class A-4 Certificate which
evidences $1,000 Original Principal Balance.
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-5 and Class A-PO Certificates),
(a) the product of (i) 1/12th of the Class A Pass-Through Rate for such Class
and (ii) the Principal Balance of such Class as of the Determination Date
preceding such Distribution Date minus (b) the Class A Interest Percentage of
such Class of (i) any Non-Supported Interest Shortfall allocated to the Class A
Certificates and the Premium Payment 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 and
the Premium Payment 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 and the Premium Payment on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-5 and 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.
LIVING HOLDER: Beneficial Owner of the Class A-4 Certificates
other than a Deceased Holder.
LOAN-TO-VALUE RATIO: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
MASTER SERVICER: Norwest Bank Minnesota, National Association,
or its successor in interest.
MASTER SERVICING FEE: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
MASTER SERVICING FEE RATE: As set forth in Section 11.26.
MID-MONTH RECEIPT PERIOD: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC MORTGAGE LOAN PURCHASE AGREEMENT: The master mortgage loan
purchase agreement dated as of April 1, 1998 between Merrill Lynch Credit
Corporation, as seller, and Norwest Funding, Inc., as purchaser.
MLCC SERVICING AGREEMENT: The Servicing Agreement executed by
Merrill Lynch Credit Corporation, as Servicer.
MONTH END INTEREST: As defined in each Servicing Agreement or
with respect to the MLCC Servicing Agreement, the amount defined as
"Compensating Interest."
MONTHLY PAYMENT: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
MORTGAGE: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
MORTGAGE INTEREST RATE: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
MORTGAGE LOAN PURCHASE AGREEMENT: The mortgage loan purchase
agreement dated as of February 26, 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 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 Servicing Fee Rate, as set forth in Section 11.25 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
NET REO PROCEEDS: As to any REO Mortgage Loan, REO Proceeds net
of any related expenses of the Servicer.
NON-PERMITTED FOREIGN HOLDER: As defined in Section 5.02(d).
NON-PO FRACTION: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.250%.
NONRECOVERABLE ADVANCE: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the 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 and the Premium
Payment 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.
NOTICE OF NONPAYMENT: The notice to be delivered by the Trust
Administrator to Financial Security with respect to any Distribution Date as to
which there is a Class A-4 Distribution Deficiency, which shall be in the form
attached to the Policy.
OFFICERS' CERTIFICATE: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or the Trust Administrator, as the case may be.
OPINION OF COUNSEL: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee, or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; PROVIDED, HOWEVER, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
OPTIMAL ADJUSTMENT EVENT: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or fifth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
ORIGINAL CLASS A PERCENTAGE: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6 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 or, in the case of each
Mortgage Loan serviced by Bank United or Merrill Lynch Credit Corporation, the
documents specified in the Bank United Mortgage Loan Sale Agreement and the MLCC
Mortgage Loan Purchase Agreement under their respective "Owner Mortgage Loan
File" definition or similar definition and/or other provisions requiring
delivery of specified documents to the owner of the Mortgage Loan in connection
with the purchase thereof, and any additional documents required to be added to
the Owner Mortgage Loan File pursuant to this Agreement.
PARTIAL LIQUIDATION PROCEEDS: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
PARTIAL UNSCHEDULED PRINCIPAL RECEIPT: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
PAYING AGENT: The Person authorized on behalf of the Trust
Administrator, as agent for the Master Servicer, to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
PAYMENT ACCOUNT: The account maintained pursuant to Section
4.03(b).
PERCENTAGE INTEREST: With respect to a Class A Certificate of a
Class (other than a Class A-4 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 A-4 Certificate, the undivided percentage interest obtained by
dividing the current principal balance of such Certificate by the Principal
Balance of the Class A-4 Certificates. With respect to a Class B Certificate of
a Class, the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the Original Principal Balance of such
Class of Class B Certificates.
PERIODIC ADVANCE: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the 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.
POLICY: The irrevocable Financial Security Insurance Policy No.
50777-N, including any endorsements thereto, issued by Financial Security
with respect to the Class A-4 Certificates, in the form attached hereto as
Exhibit N.
POLICY PAYMENTS ACCOUNT: The account maintained pursuant to
Section 4.08(b).
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:
(e) 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;
(f) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(g) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the Servicing Fee and (iii) the Master Servicing Fee;
(h) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(i) 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;
(j) 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;
(k) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(l) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(m) 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;
(n) Net Foreclosure Profits;
(o) Month End Interest; and
(p) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes of the Class A
or Class B Certificates pursuant to Section 4.02 other than Recoveries
covered by the last sentence of Section 4.02(d).
POOL SCHEDULED PRINCIPAL BALANCE: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
PREMIUM PAYMENT: As to any Distribution Date, (i) the product of (a)
1/12th of 0.060% and (b) the Class A Principal Balance of the Class A-4
Certificates as of the Determination Date immediately preceding such
Distribution Date minus (ii) the Premium Percentage of (x) any Non-Supported
Interest Shortfall allocated to the Class A Certificates and the Premium Payment
with respect to such Distribution Date, (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates and the Premium Payment with respect to
such Distribution Date pursuant to Section 4.02(e) and (z) the interest portion
of any Realized Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates and
the Premium Payment on or after the Cross-Over Date pursuant to Section 4.02(e).
The Premium Payment will be an expense of the REMIC.
PREMIUM PERCENTAGE: As to any Distribution Date, the percentage
calculated by dividing the Premium Payment (determined without regard to clause
(ii) of the definition thereof) by the sum of (a) the Class A Interest Accrual
Amount (determined without regard to clause (ii) of the definition of each
Interest Accrual Amount) and (b) the Premium Payment (determined without regard
to clause (ii) of the definition of Premium Payment).
PREMIUM SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Premium Payment with respect to such Distribution Date exceeds the
amount distributed to Financial Security on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
PREMIUM UNPAID SHORTFALL: As to any Distribution Date, the amount,
if any, by which the aggregate of the Premium Shortfall Amounts for prior
Distribution Dates is in excess of the amounts distributed to Financial Security
on prior Distribution Dates pursuant to Paragraph second of Section 4.01(a).
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.
PRIORITY AMOUNT: For any Distribution Date, the lesser of (i) the
Principal Balance of the Class A-6 Certificates and (ii) the sum of (A) the
product of (1) the Priority Percentage and (2) the Scheduled Principal Amount
and (B) the product of (1) the Priority Percentage, (2) the Prepayment Shift
Percentage and (3) the Unscheduled Principal Amount.
PRIORITY PERCENTAGE: The Principal Balance of the Class A-6
Certificates divided by the Pool Balance (Non-PO Portion).
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
PROHIBITED TRANSACTION TAX: Any tax imposed under Section 860F
of the Code.
PRUDENT SERVICING PRACTICES: The standard of care set forth in
each Servicing Agreement.
RATING AGENCY: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates and Class B-1
Certificates are Fitch and S&P. The Rating Agency for the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates is Fitch. If any such agency or a successor
is no longer in existence, "Rating Agency" shall be such statistical credit
rating agency, or other comparable Person, designated by the Seller, notice of
which designation shall be given to the Trustee, the Trust Administrator,
Financial Security 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 assets of
the Trust Estate other than the Reserve Fund.
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.
RESERVE FUND: The non-interest bearing trust account established
with the Trustee and maintained by the Trust Administrator for the benefit of
the Class A-4 Certificateholders pursuant to Section 4.06. The Reserve Fund
shall be an Eligible Account.
RESERVE WITHDRAWAL: With respect to any Distribution Date, the
lesser of (a) the amount on deposit in the Reserve Fund and (b) the amount of
Non-Supported Interest Shortfalls allocated to the Class A-4 Certificates.
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.
ROUNDING ACCOUNT: The special account established with the Trust
Administrator and maintained by the Trust Administrator pursuant to Section
4.07(e). The Rounding Account shall be an Eligible Account.
ROUNDING AMOUNT: With respect to any Distribution Date, the
amount, if any, required to be withdrawn from the Rounding Account pursuant
to Section 4.07(e).
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, SunTrust Mortgage, Inc.,
National City, Mortgage Company, BankNorth Mortgage Company, Inc., The
Huntington Mortgage Company, Countrywide Home Loans, Inc., Merrill Lynch Credit
Corporation, Bank United, Home Savings of America, FSB, First Union Mortgage
Corp., FT Mortgage Companies and HomeSide Lending, Inc., as Servicer under the
related Servicing Agreement.
SERVICING AGREEMENTS: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
SERVICING FEE: With respect to any Servicer, as defined in its
Servicing Agreement.
SERVICING FEE RATE: With respect to a Mortgage Loan, as set
forth in Section 11.25.
SERVICING OFFICER: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
SIMILAR LAW: As defined in Section 5.02(c).
SINGLE CERTIFICATE: A Certificate of any Class that evidences
the smallest permissible Denomination for such Class, as set forth in Section
11.24.
SPECIAL HAZARD LOSS: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1)normal wear and tear;
(2)infidelity, conversion or other dishonest act on the part
of the Trustee, the Trust Administrator or the Servicer or
any of their agents or employees; or
(3)errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof
ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
SPECIAL HAZARD LOSS AMOUNT: As of any Distribution Date, an amount
equal to $6,529,675.24 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, property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure, the Reserve Fund and the
rights of the Trust Administrator under the Policy. None of the Reserve Fund,
the Policy or the Policy Payments Account shall be part of the REMIC.
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.
Section 1.02 Acts of Holders.
(a) 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.
(b) 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.
(c) 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.
(d) Any request, demand, authorization, direction, notice, consent, waiver or
other action of the Holder of any Certificate shall bind every future Holder of
the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates and Financial
Security 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 2.03 Representations and Warranties of the Master Servicer and
the Seller.
(a) 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.
(b) 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.
(c) 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.
(a) The Master Servicer shall establish and maintain a Certificate Account for
the deposit of funds received by the Master Servicer with respect to the
Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account on the day of
receipt thereof all amounts received by it from any Servicer pursuant to any of
the Servicing Agreements and shall, in addition, deposit into the Certificate
Account the following amounts, in the case of amounts specified in clause (i),
not later than the Distribution Date on which such amounts are required to be
distributed to Certificateholders and, in the case of the amounts specified in
clause (ii), not later than the Business Day next following the day of receipt
and posting by the Master Servicer:
(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.
(c) The Master Servicer shall cause the funds in the Certificate Account to be
invested in Eligible Investments. No such Eligible Investments will be sold or
disposed of at a gain prior to maturity unless the Master Servicer has received
an Opinion of Counsel or other evidence satisfactory to it that such sale or
disposition will not cause the Trust Estate to be subject to Prohibited
Transactions Tax, otherwise subject the Trust Estate to tax, or cause the Trust
Estate to fail to qualify as a REMIC while any Certificates are outstanding. Any
amounts deposited in the Certificate Account prior to the Distribution Date
shall be invested for the account of the Master Servicer and any investment
income thereon shall be additional compensation to the Master Servicer for
services rendered under this Agreement. The amount of any losses incurred in
respect of any such investments shall be deposited in the Certificate Account by
the Master Servicer out of its own funds immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be deemed to have
received from a Servicer on the applicable Remittance Date for such funds all
amounts deposited by such Servicer into the Custodial Account for P&I maintained
in accordance with the applicable Servicing Agreement, if such Custodial Account
for P&I is not an Eligible Account as defined in this Agreement, to the extent
such amounts are not actually received by the Master Servicer on such Remittance
Date as a result of the bankruptcy, insolvency, receivership or other financial
distress of the depository institution in which such Custodial Account for P&I
is being held. To the extent that amounts so deemed to have been received by the
Master Servicer are subsequently remitted to the Master Servicer, the Master
Servicer shall be entitled to retain such amounts.
Section 3.02 Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) 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;
(ii) 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;
(iii) 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;
(iv) 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;
(v)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;
(vi) 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;
(vii) to remit funds to the Paying Agent in the amounts and in
the manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x)to withdraw from the Certificate Account any amount
deposited in the Certificate Account that was not required to be
deposited therein;
(xi) to clear and terminate the Certificate Account
pursuant to Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with
respect to a particular Mortgage Loan, the Fixed Retained Yield, if any,
with respect to such Mortgage Loan; provided, however, that with respect
to any payment of interest received by the Master Servicer in respect of a
Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
Proceeds, Insurance Proceeds or otherwise) which is less than the full
amount of interest then due with respect to such Mortgage Loan, only that
portion of such payment of interest that bears the same relationship to
the total amount of such payment of interest as the Fixed Retained Yield
Rate, if any, in respect of such Mortgage Loan bears to the Mortgage
Interest Rate shall be allocated to the Fixed Retained Yield with respect
thereto.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from the Certificate Account.
Section 3.03 Advances by Master Servicer and Trust Administrator.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In addition, if under the terms
of an Other Servicing Agreement, the applicable Servicer is not required to make
Periodic Advances on a Mortgage Loan or REO Mortgage Loan through the
liquidation of such Mortgage Loan or REO Mortgage Loan, the Master Servicer to
the extent provided hereby shall make the Periodic Advances thereon during the
period the Servicer is not obligated to do so. In the event Norwest Mortgage
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as the
case may be, (ii) the amount actually advanced by Norwest Mortgage or such Other
Servicer, (iii) the amount that the Trust Administrator or Master Servicer is
required to advance hereunder, including any amount the Master Servicer is
required to advance pursuant to the second sentence of this Section 3.03(a), and
(iv) whether the Master Servicer has determined that it reasonably believes that
such Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trust
Administrator or Master Servicer shall be deposited in the Certificate Account
on the related Distribution Date. Notwithstanding the foregoing, neither the
Master Servicer nor the Trust Administrator will be obligated to make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance. The Trust
Administrator may conclusively rely for any determination to be made by it
hereunder upon the determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the 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.
(c) 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).
(d) 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.
<PAGE>
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.
(a) 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.
(b) 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.
(a) 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.
(b) 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.
(c) (i) Notwithstanding anything to the contrary in this Section 3.07,
the Master Servicer from time to time may, without the consent of any
Certificateholder, 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).
(ii) 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 3.05 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) (without, in
the case of the Class A-4 Certificates, giving effect to the guaranty provided
by Financial Security) 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.
(a) On each Distribution Date, the Pool Distribution Amount will be applied in
the following amounts, to the extent the Pool Distribution Amount is sufficient
therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates and to Financial
Security, pro rata, based upon their respective Interest Accrual Amounts
and the Premium Payment, respectively, in an aggregate amount up to the
sum of the Class A Interest Accrual Amount and the Premium Payment with
respect to such Distribution Date;
second, to the Classes of Class A Certificates and to Financial
Security, pro rata, based upon their respective Class A Unpaid Interest
Shortfalls and Premium Unpaid Shortfall, respectively, in an aggregate
amount up to the sum of the Aggregate Class A Unpaid Interest Shortfall
and Premium Unpaid 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.
(b) 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-6 Certificates, up to the Priority Amount
for such Distribution Date;
second, to the Class A-R Certificate, until the Principal Balance
thereof has been reduced to zero;
third, on each Distribution Date on and after the Distribution Date
in March 2002, concurrently, to the Class A-4 and Class A-5 Certificates,
pro rata, based on their initial Principal Balances, an amount up to
$25,000, until the Principal Balance of each such Class has been reduced
to zero;
fourth, concurrently, 55.5554733199% to the Class A-1 Certificates
and 44.4445266801%, sequentially, to the Class A-2 and Class A-3
Certificates, in that order, until the Principal Balance of each such
Class has been reduced to zero;
fifth, concurrently, to the Class A-4 and Class A-5 Certificates,
pro rata, based on their initial Principal Balances, until the Principal
Balance of each such Class has been reduced to zero; and
sixth, to the Class A-6 Certificates, without regard to the Priority
Amount for such Distribution Date, until the Principal Balance thereof has
been reduced to zero.
(c) 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).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(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
(B) 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
(C) 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
(D) 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
(E) 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.
(ii) 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.
(e) 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 (other than the Class A-4 Certificates) and the Class B
Distribution Amount with respect to each such Class of Class B Certificates and,
in the case of the Class A-4 Certificates, as provided in Section 4.07.
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).
(f) 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.
(a) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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 the Premium Payment and (ii) the Class B Certificates,
pro rata based on the Class A Interest Accrual Amount and the Premium Payment
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 and the Premium Payment shall be allocated
among the outstanding Classes of Class A Certificates and the Premium Payment
based on their Class A Interest Percentages and the Premium Percentage, as the
case may be. 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 and the
Premium Payment based on their Class A Interest Percentages and the Premium
Percentage, as the case may be.
(f) 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.
24. Statements to Certificateholders; Report to the Trust Administrator,
Financial Security 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, the Seller and Financial
Security a statement setting forth:
(i)the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class
of Class A Certificates allocable to interest, (b) the amount of the
Current Class A Interest Distribution Amount allocated to each Class of
Class A Certificates, (c) any Class A Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class
of Class B Certificates allocable to interest, (b) the amount of the
Current Class B Interest Distribution Amount allocated to each Class of
Class B Certificates, (c) any Class B Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class 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;
(xxiv) in the case of the Class A-4 Certificates, (a) the Class
A-4 Distribution Deficiency, if any, for such Distribution Date, (b)
amounts, if any in respect of the Class A-4 Distribution Deficiency paid
under the Policy and (c) the amounts attributable to the Class A-4
Certificates;
(xxv) in the case of the Class A-4 Certificates, the amount
remaining in the Reserve Fund after taking into account the Reserve
Withdrawal for such Distribution Date; and
(xxvi) 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. Upon receipt of any such
statement, the Trust Administrator shall promptly forward a copy of such
statement to Financial Security. The determination by the Master Servicer of
such amounts shall, in the absence of obvious error, be presumptively deemed to
be correct for all purposes hereunder and the Trust Administrator and the Paying
Agent shall be protected in relying upon the same without any independent check
or verification.
In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
Section 4.05 Reports to Mortgagors and the Internal Revenue Service.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trust Administrator acquires an interest in a Mortgaged Property through
foreclosure or other comparable conversion in full or partial satisfaction of a
Mortgage Loan serviced by such Servicer, or (ii) knows or has reason to know
that a Mortgaged Property has been abandoned. Reports from the Servicers shall
be in form and substance sufficient to meet the reporting requirements imposed
by Code Section 6050J. In addition, each Servicer shall provide the Master
Servicer with sufficient information to allow the Master Servicer to, for each
year ending after the Cut-Off Date, provide, or cause to be provided, to the
Internal Revenue Service and the Mortgagors such information as is required
under Code Sections 6050H (regarding payment of interest) and 6050P (regarding
cancellation of indebtedness).
Section 4.06 Reserve Fund.
(a) The Reserve Fund shall be established on the Closing Date and
maintained by the Trust Administrator in accordance with this Section 4.06. At
the time the Reserve Fund is established, the Seller shall cause to be deposited
into the Reserve Fund the amount of $2,500.00.
With respect to each Distribution Date, the Reserve Withdrawal shall
be withdrawn by the Trust Administrator from the amount on deposit in the
Reserve Fund in accordance with this Section 4.06 and distributed on such
Distribution Date to the Holders of the Class A-4 Certificates, pro rata, based
on Percentage Interest.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which the Class A Principal Balance of the Class A-4 Certificates has
been reduced to zero, any funds then on deposit in the Reserve Fund shall be
distributed to Greenwich Capital at the address provided by it to the Trust
Administrator.
(b) The Reserve Fund will be an "outside reserve fund" under the
REMIC Provisions that is beneficially owned for federal income tax purposes by
Greenwich Capital, which shall report all income, gain, deduction or loss with
respect thereto, and will not be an asset of the REMIC.
Section 4.07 Distributions in Reduction of the Class A-4 Certificates.
Distributions in reduction of the Class A Principal Balance of the
Class A-4 Certificates will be made in integral multiples of $1,000 at the
request of the appropriate representatives of Deceased Holders of such Class and
at the request of Living Holders of such Class or by mandatory distributions by
random lot, pursuant to clauses (a) and (d) below, or on a pro rata basis
pursuant to clause (f) below.
(a) On each Distribution Date on which distributions in reduction of
the Class A Principal Balance of the Class A-4 Certificates are made, such
distributions will be made with respect to such Class in the following priority:
(i)any request by the personal representatives of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint
tenant or by a surviving tenant in common, but not exceeding an aggregate
principal balance for such Class of $100,000 per request; and
(ii) any request by a Living Holder, but not exceeding an
aggregate principal balance for such Class of $10,000 per request.
Thereafter, distributions will be made, with respect to such Class,
as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000,
respectively. This sequence of priorities will be repeated for each request for
principal distributions for such Class made by the Beneficial Owners of the
Class A-4 Certificates until all such requests have been honored.
For each such sequence of priorities described above, requests for
distributions in reduction of the principal balances of Class A-4 Certificates
presented on behalf of Deceased Holders in accordance with the provisions of
clause (i) above will be accepted in order of their receipt by the Clearing
Agency and requests for distributions in reduction of the principal balance of
Class A-4 Certificates presented by Living Holders in accordance with the
provisions of clause (ii) above will be accepted in the order of their receipt
by the Clearing Agency after all requests with respect to such Class presented
in accordance with clause (i) have been honored. All requests for distributions
in reduction of the principal balances of the Class A-4 Certificates will be
accepted in accordance with the provisions set forth in Section 4.07(c). All
requests for distributions in reduction of the principal balance of Class A-4
Certificates with respect to any Distribution Date must be received by the
Clearing Agency and forwarded to, and received by, the Trust Administrator no
later than the close of business on the related Record Date. Requests for
distributions which are received by the Clearing Agency and forwarded to, and
received by, the Trust Administrator after the related Record Date and requests,
in either case, for distributions not accepted with respect to any Distribution
Date, will be treated as requests for distributions in reduction of the
principal balance of Class A-4 Certificates on the next succeeding Distribution
Date, and each succeeding Distribution Date thereafter, until each such request
is accepted or is withdrawn as provided in Section 4.07(c). Such requests as are
not so withdrawn shall retain their order of priority without the need for any
further action on the part of the appropriate Beneficial Owner of the related
Class A-4 Certificate, all in accordance with the procedures of the Clearing
Agency and the Trust Administrator. Upon the transfer of beneficial ownership of
any Class A-4 Certificate, any distribution request previously submitted with
respect to such Certificate will be deemed to have been withdrawn only upon the
receipt by the Trust Administrator of notification of such withdrawal in the
manner required by the Clearing Agency under its APUT System.
Distributions in reduction of the principal balances of the Class
A-4 Certificates will be applied, in the aggregate with respect to such Class,
in an amount equal to the Class A Non-PO Principal Distribution Amount allocable
to such Class pursuant to Section 4.01(b) plus any amounts distributable to the
Class A-4 Certificates as a payment under the Policy of a Class A-4 Principal
Loss Amount of the type described in clause (i) of the definition thereof, minus
amounts to repay any funds withdrawn from the Rounding Account for the prior
Distribution Date, plus any amounts available for distribution from the Rounding
Account for such Class established as provided in Section 4.07(e), provided that
the aggregate distribution in reduction of the Class A Principal Balance of such
Class on any Distribution Date is made in an integral multiple of $1,000.
To the extent that the portion of the Class A Non-PO Principal
Distribution Amount allocable to distributions in reduction of the Class A
Principal Balance of the Class A-4 Certificates on any Distribution Date plus
any amounts distributable to the Class A-4 Certificates as a payment under the
Policy of a Class A-4 Principal Loss Amount of the type described in clause (i)
of the definition hereof (minus amounts to repay any funds withdrawn from the
Rounding Account on the prior Distribution Date and plus any amounts required to
be distributed from the Rounding Account pursuant to Section 4.07(e)) exceeds
the aggregate principal balances of Class A-4 Certificates with respect to which
distribution requests, as set forth above, have been received distributions in
reduction of the Class A Principal Balance of the Class A-4 Certificates will be
made by mandatory distribution pursuant to Section 4.07(d).
(b) A Class A-4 Certificate shall be deemed to be held by a Deceased
Holder for purposes of this Section 4.07 if the death of the Beneficial Owner
thereof is deemed to have occurred. Class A-4 Certificates beneficially owned by
tenants by the entirety, joint tenants or tenants in common will be considered
to be beneficially owned by a single owner. The death of a tenant by the
entirety, joint tenant or tenant in common will be deemed to be the death of the
Beneficial Owner, and the Class A-4 Certificates so beneficially owned will be
eligible for priority with respect to distributions in reduction of the
principal balance of such Class thereof, subject to the limitations stated
above. Class A-4 Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Beneficial Owners of a number of
Individual Class A-4 Certificates greater than the number of Individual Class
A-4 Certificates of which such trust is the owner. The death of a beneficiary of
a trust will be deemed to be the death of a Beneficial Owner of the Class A-4
Certificates owned by the trust to the extent of such beneficiary's beneficial
interest in such trust. The death of an individual who was a tenant by the
entirety, joint tenant or tenant in common in a tenancy which is the beneficiary
of a trust will be deemed to be the death of the beneficiary of such trust. The
death of a person who, during his or her lifetime, was entitled to substantially
all of the beneficial ownership interests in Individual Class A-4 Certificates
will be deemed to be the death of the Beneficial Owner of such Class A-4
Certificates regardless of the registration of ownership, if such beneficial
interest can be established to the satisfaction of the Trust Administrator. Such
beneficial interest will be deemed to exist in typical cases of street name or
nominee ownership, ownership by a Trust Administrator, ownership under the
Uniform Gifts to Minors Act and community property or other joint ownership
arrangements between a husband and wife. Beneficial interests shall include the
power to sell, transfer or otherwise dispose of a Class A-4 Certificate and the
right to receive the proceeds therefrom, as well as interest and distributions
in reduction of the principal balances of the Class A-4 Certificates payable
with respect thereto. The Trust Administrator shall not be under any duty to
determine independently the occurrence of the death of any deceased Beneficial
Owner. The Trust Administrator may rely entirely upon documentation delivered to
it pursuant to Section 4.07(c) in establishing the eligibility of any Beneficial
Owner to receive the priority accorded Deceased Holders in Section 4.07(a).
(c) Requests for distributions in reduction of the principal balance
of Class A-4 Certificates must be made by delivering a written request therefor
to the Clearing Agency Participant or Clearing Agency Indirect Participant that
maintains the account evidencing such Beneficial Owner's interest in Class A-4
Certificates. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Trust Administrator under separate cover. The Clearing Agency Participant
should in turn make the request of the Clearing Agency (or, in the case of a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant of such request, which
Clearing Agency Participant should make the request of the Clearing Agency) in
the manner required under the rules and regulations of the Clearing Agency's
APUT System and provided to the Clearing Agency Participant. Upon receipt of
such request, the Clearing Agency will date and time stamp such request and
forward such request to the Trust Administrator. The Clearing Agency may
establish such procedures as it deems fair and equitable to establish the order
of receipt of requests for such distributions received by it on the same day.
Neither the Master Servicer nor the Trust Administrator shall be liable for any
delay in delivery of requests for distributions or withdrawals of such requests
by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency
Indirect Participant.
The Trust Administrator shall maintain a list of those Clearing
Agency Participants representing the appropriate Beneficial Owners of Class A-4
Certificates that have submitted requests for distributions in reduction of the
principal balance of Certificates of such Class, together with the order of
receipt and the amounts of such requests. The Clearing Agency will honor
requests for distributions in the order of their receipt (subject to the
priorities described in Section 4.07(a) above). The Trust Administrator shall
notify the Clearing Agency and the appropriate Clearing Agency Participants as
to which requests should be honored on each Distribution Date. Requests shall be
honored by the Clearing Agency in accordance with the procedures, and subject to
the priorities and limitations, described in this Section 4.07. The exact
procedures to be followed by the Trust Administrator and the Clearing Agency for
purposes of determining such priorities and limitations will be those
established from time to time by the Trust Administrator or the Clearing Agency,
as the case may be. The decisions of the Trust Administrator and the Clearing
Agency concerning such matters will be final and binding on all affected
persons.
Individual Class A-4 Certificates which have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the month
preceding the month in which such Distribution Date occurs, and notwithstanding
anything to the contrary herein, no amounts shall be due from Financial Security
or otherwise with respect to interest on such Certificates after such last day
of the month.
Any Beneficial Owner of a Class A-4 Certificate which has requested
a distribution may withdraw its request by so notifying in writing the Clearing
Agency Participant or Clearing Agency Indirect Participant that maintains such
Beneficial Owner's account. In the event that such account is maintained by a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant which in turn must forward
the withdrawal of such request, on a form required by the Clearing Agency, to
the Trust Administrator. If such notice of withdrawal of a request for
distribution has not been received by the Clearing Agency and forwarded to the
Trust Administrator on or before the Record Date for the next Distribution Date,
the previously made request for distribution will be irrevocable with respect to
the making of distributions in reduction of the Class A Principal Balance of
Class A-4 Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the
principal balance of Class A-4 Certificates are rejected by the Trust
Administrator for failure to comply with the requirements of this Section 4.07,
the Trust Administrator shall return such request to the appropriate Clearing
Agency Participant with a copy to the Clearing Agency with an explanation as to
the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the
Class A Principal Balance of Class A-4 Certificates on a Distribution Date
exceed the outstanding principal balances of Certificates of such Class with
respect to which distribution requests have been received by the related Record
Date, as provided in Section 4.07(a) above, distributions in reduction of the
Class A Principal Balance of the Class A-4 Certificates will be made by
mandatory distributions in reduction thereof. Such mandatory distributions on
Individual Class A-4 Certificates will be made by random lot in accordance with
the then-applicable random lot procedures of the Clearing Agency, the Clearing
Agency Participants and the Clearing Agency Indirect Participants representing
the Beneficial Owners; provided however, that, if after the distribution in
reduction of the Class A Principal Balance of the Class A-4 Certificates on the
next succeeding Distribution Date on which mandatory distributions are to be
made, the principal balance of Class A-4 Certificates would not be reduced to
zero, the Individual Class A-4 Certificates to which such distributions will be
applied shall be selected by the Clearing Agency from those Class A-4
Certificates not otherwise receiving distributions in reduction of the principal
balance on such Distribution Date. The Trust Administrator shall notify the
Clearing Agency of the aggregate amount of the mandatory distribution in
reduction of the Class A Principal Balance of the Class A-4 Certificates to be
made on the next Distribution Date. The Clearing Agency shall then allocate such
aggregate amount among its Clearing Agency Participants on a random lot basis.
Each Clearing Agency Participant and, in turn, each Clearing Agency Indirect
Participant will then select, in accordance with its own random lot procedures,
Individual Class A-4 Certificates from among those held in its accounts to
receive mandatory distributions in reduction of the principal balance of the
Certificates of such Class, such that the total amount so selected is equal to
the aggregate amount of such mandatory distributions allocated to such Clearing
Agency Participant by the Clearing Agency and to such Clearing Agency Indirect
Participant by its related Clearing Agency Participant, as the case may be.
Clearing Agency Participants and Clearing Agency Indirect Participants which
hold Class A-4 Certificates selected for mandatory distributions in reduction of
the principal balances are required to provide notice of such mandatory
distributions to the affected Beneficial Owners. The Master Servicer agrees to
notify the Trust Administrator of the amount of distributions in reduction of
the principal balances of Class A-4 Certificates to be made on each Distribution
Date in a timely manner such that the Trust Administrator may fulfill its
obligations pursuant to the Letter of Representations dated the Business Day
immediately preceding the Closing Date among the Seller, the Trust Administrator
and the Clearing Agency.
(e) On the Closing Date, the Rounding Account shall be established
with the Trust Administrator and the Seller shall cause to be initially
deposited with the Trust Administrator a $999.99 deposit for the Rounding
Account. On each Distribution Date on which a distribution is made in reduction
of the principal balance of the Class A-4 Certificates, funds on deposit in the
Rounding Account shall be available to be applied to round upward to an integral
multiple of $1,000 the aggregate distribution in reduction of the Class A
Principal Balance to be made on the Class A-4 Certificates. Rounding of such
distribution on the Class A-4 Certificates shall be accomplished, on the first
such Distribution Date, by withdrawing from the Rounding Account the amount of
funds, if any, needed to round the amount otherwise available for such
distribution in reduction of the principal balance of the Class A-4 Certificates
upward to the next integral multiple of $1,000. On each succeeding Distribution
Date on which distributions in reduction of the principal balance of the Class
A-4 Certificates are to be made, the aggregate amount of such distributions
allocable to the Class A-4 Certificates shall be applied first to repay any
funds withdrawn from the Rounding Account on the prior Distribution Date for
which funds were withdrawn from such account, and then the remainder of such
allocable amount, if any, shall be similarly rounded upward and applied as
distributions in reduction of the principal balance of the Class A-4
Certificates; this process shall continue on succeeding Distribution Dates until
the Class A Principal Balance of the Class A-4 Certificates has been reduced to
zero. The funds in the Rounding Account shall be held in a non-interest bearing
account and shall not be reinvested.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which distributions in reduction of the Class A Principal Balance of the
Class A-4 Certificates will reduce the Class A Principal Balance thereof to zero
or in the event that distributions in reduction of the Class A Principal Balance
of the Class A-4 Certificates are made in accordance with the provisions set
forth in Section 4.07(f), an amount equal to the difference between $1,000 and
the sum then held in the Rounding Account shall be paid from the Pool
Distribution Amount to the Rounding Account. Any funds then on deposit in such
Rounding Account shall be distributed to the Holder of the Class A-R
Certificate.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date on and after Financial Security's failure to make a payment
with respect to a Class A-4 Distribution Deficiency, distributions in reduction
of the Principal Balance of the Class A-4 Certificates (including amounts paid
in respect of such losses under the Policy) will be made on a pro rata basis
among the Holders of the Class A-4 Certificates and will not be made in integral
multiples of $1,000 or pursuant to requested distributions or mandatory
distributions by random lot.
(g) In the event that the pro rata distributions described in
section 4.07(f) cannot be made through the facilities of the Clearing Agency,
the Class A-4 Certificates will be withdrawn from the facilities of the Clearing
Agency and Definitive Certificates will be issued to replace such withdrawn
Book-Entry Certificates pursuant to Section 5.07. An amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which pro rata
distributions in reduction of the principal balances of the Class A-4
Certificates are to be made; provided that such procedures shall be consistent,
to the extent practicable and customary for certificates similar to the Class
A-4 Certificates, with the provisions of this Section 4.07.
Section 4.08 Policy Matters.
(a) If, on the second Business Day before any Distribution Date, the
Trust Administrator determines that there will be a Class A-4 Distribution
Deficiency for such Distribution Date, the Trust Administrator shall determine
the amount of such Class A-4 Distribution Deficiency and shall give notice to
Financial Security by telephone or telecopy of the amount of such deficiency
confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City
time on such second Business Day.
(b) At the time of the execution and delivery of this Agreement, the
Trust Administrator shall establish a separate special purpose trust account in
the name of the Trust Administrator for the benefit of Holders of the Class A-4
Certificates referred to herein as the "Policy Payments Account" over which the
Trust Administrator shall have exclusive control and sole right of withdrawal.
The Trust Administrator shall deposit any amounts paid under the Policy into the
Policy Payments Account and distribute such amounts only for purposes of payment
to Holders of the Class A-4 Certificates of the Class A-4 Distribution
Deficiency for which a claim was made and such amounts may not be applied to
satisfy any costs, expenses or liabilities of the Trust Administrator or the
Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust
Administrator to Holders of the Class A-4 Certificates in the same manner as
distributions in reduction of the principal balance of and interest on the
Certificates of such Class are made under Section 4.01(e). It shall not be
necessary for such payments of the Class A-4 Distribution Deficiency to be made
by checks or wire transfers separate from the check or wire transfer used to pay
distributions in reduction of the principal balance of and interest on the Class
A-4 Certificates with funds available to make such distributions. However, the
amount of any distribution to be paid from funds transferred from the Policy
Payments Account shall be noted as provided in (c) below and in the statement to
be furnished to Holders of the Class A-4 Certificates and Financial Security
pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be
invested by the Trust Administrator.
On any Distribution Date with respect to which a claim has been made
under the Policy, the amount of any funds received by the Trust Administrator as
a result of the claim under the Policy to the extent necessary to make
distributions on the Class A-4 Certificates equal to the Class A-4 Distribution
Deficiency on such Distribution Date shall be withdrawn from the Policy Payments
Account and applied by the Trust Administrator to the payment in full of the
Class A-4 Distribution Deficiency. Any funds deposited into the Policy Payments
Account in respect of the Class A-4 Certificates that are remaining therein on
the first Business Day following a Distribution Date after the Class A-4
Distribution Deficiency has been made to the Certificateholders of such Class
shall be remitted in immediately available funds to Financial Security, pursuant
to the instructions of Financial Security, by the end of such Business Day.
(c) The Trust Administrator shall keep a complete and accurate
record of the Class A-4 Interest Loss Amount, the Class A-4 Principal Loss
Amount and any Non-Supported Interest Shortfall allocated to the Class A-4
Certificates once the Reserve Fund has been depleted, paid from moneys received
under the Policy. Financial Security shall have the right to inspect such
records at reasonable times upon one Business Day's prior notice to the Trust
Administrator.
(d) In the event that the Trust Administrator has received a
certified copy of an order of the appropriate court that any distributions in
reduction of the principal balance of or interest on a Class A-4 Certificate has
been avoided in whole or in part as a preference payment under applicable
bankruptcy law, the Trust Administrator shall so notify Financial Security and
shall comply with the provisions of the applicable Policy to obtain payment by
Financial Security of such avoided distribution, and shall, at the time it
provides notice to Financial Security, notify, by mail to Holders of the
Certificates of such Class that, in the event that any Holder's distribution is
so recovered, such Holder will be entitled to payment pursuant to the terms of
the applicable Policy, a copy of which shall be made available by the Trust
Administrator and the Trust Administrator shall furnish to Financial Security
its records evidencing the distributions in reduction of the principal balance
of and interest (including any Non-Supported Interest Shortfall described in
Section 4.08(c)) on the Class A-4 Certificates, if any, which have been made by
the Trust Administrator and subsequently recovered from Holders, and the dates
on which such distributions were made. Such payment under the applicable Policy
shall be disbursed to the receiver, conservator, debtor-in-possession or Trust
Administrator in bankruptcy named in the order and not to the Trust
Administrator or any Class A-4 Certificateholder directly (unless such
Certificateholder has previously paid such amount to the receiver, conservator,
debtor-in-possession or Trust Administrator in bankruptcy named in the order, in
which case such payment shall be disbursed to the Trust Administrator for
distribution to such Certificateholder upon proof of such payment reasonably
satisfactory to Financial Security).
(e) The Trust Administrator shall promptly notify Financial Security
of any proceeding or the institution of any action seeking the avoidance as a
preferential transfer under applicable bankruptcy, insolvency, receivership or
similar law (a "Preference Claim") of any distribution made with respect to the
Class A-4 Certificates as to which it has actual knowledge. Each Holder of a
Class A-4 Certificate, by its purchase of such Certificates and the Trust
Administrator hereby agree that Financial Security (so long as no Financial
Security Default exists) may at any time during the continuation of any
proceeding relating to a Preference Claim direct all matters relating to such
Preference Claim, including, without limitation, (i) the direction of any appeal
of any order relating to any Preference Claim and (ii) the posting of any
surety, supersedeas or performance bond pending any such appeal. In addition and
without limitation of the foregoing, Financial Security shall be subrogated to
the rights of the Trust Administrator and each Holder in the conduct of any
Preference Claim, including, without limitation, all rights of any party to an
adversary proceeding or action with respect to any court order issued in
connection with any such Preference Claim.
(f) The Trust Administrator acknowledges, and each Holder of a Class
A-4 Certificate by its acceptance of such Certificate agrees, that without any
further action on the part of Financial Security, Financial Security shall be
subrogated to all of the rights to amounts distributable to such
Certificateholders in respect of Class A Unpaid Interest Shortfalls,
Non-Supported Interest Shortfalls allocated to such Certificates and recoveries,
if any, with respect to the Class A-4 Principal Loss Amounts with respect to
amounts paid under the Policy. The Class A-4 Certificateholders by acceptance of
such Certificates assign their rights as Holders of such Certificates to
Financial Security to the extent of Financial Security's interest with respect
to amounts paid.
(g) The Master Servicer shall designate an Financial Security
Contact Person who shall be available to Financial Security to provide
reasonable access to information regarding the Mortgage Loans. The initial
Financial Security Contact Person is appointed in Section 11.27.
(h) The Trust Administrator shall surrender the Policy to Financial
Security for cancellation upon the expiration of the term of the Policy as
provided in the Policy.
(i) The Trust Administrator upon receipt from the Master Servicer
shall send to Financial Security the report prepared pursuant to Section 3.05
and the statements prepared pursuant to Section 4.04.
Section 4.09 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer.
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates or the allocation of losses to the Certificates,
the interpretation of such provisions and any actions taken by the Master
Servicer in good faith to implement such interpretation shall be binding upon
Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-PO 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, as the case may
be), and shall be substantially in the respective forms set forth as Exhibits
A-1, A-2, A-3, A-4, A-5, A-6, A-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."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i)the provisions of this Section 5.01(b) shall be in full
force and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar
and the 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.
(a) 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.
(b) 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.
(c) 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.
(d) 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.
(a) 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.
(b) 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.
(c) 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, (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 or (iv) upon the occurrence of the
events specified in Section 4.07(g), 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, a copy of which shall be delivered, but not addressed,
to Financial Security. 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 (without, in the
case of the Class A-4 Certificates, giving effect to the guaranty provided by
Financial Security); 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.
<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)
(without, in the case of the Class A-4 Certificates, giving effect to the
guaranty provided by Financial Security) 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.
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 not 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.
(a) 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-5, Class A-6, 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.
(b) 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.
<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.
(a) 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 and
with respect only to amendments affecting the rights or obligations of Financial
Security, with the consent of Financial Security, 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 (without, in the case of the Class
A-4 Certificates, giving effect to the guaranty provided by Financial Security),
(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 Financial Security (only with respect to amendments
affecting the rights or obligations of Financial Security) and 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.
(b) Notwithstanding any contrary provision of this Agreement, the Master
Servicer may, from time to time, amend Schedule I hereto without the consent of
any Certificateholder, the Trust Administrator, the Trustee or Financial
Security; 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, (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 and (v) in the case of Financial
Security, to Financial Security Assurance Inc., 350 Park Avenue, New York, New
York 10022, Attention: Senior Vice President, Surveillance Department re: NASCOR
Series 1999-7; Confirmation: 212-826-0100; Telecopy: 212-339-3518 or
212-339-3529 (in each case in which notice or other communication to Financial
Security refers to an Event of Default or a claim under the policy or with
respect to which failure on the part of Financial Security to respond shall be
deemed to constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of the General Counsel and
shall be marked to indicate "URGENT MATERIAL ENCLOSED". 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 and Financial Security .
(a) The Trust Administrator shall give prompt notice to each Rating Agency and
Financial Security 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.
(b) The Master Servicer shall give prompt notice to each Rating
Agency and Financial Security 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.
(c) The Master Servicer shall deliver to each Rating Agency and
Financial Security:
(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 6.250% per annum.
Section 11.02 Cut-Off Date.
The Cut-Off Date for the Certificates is February 1, 1999.
Section 11.03 Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $500,001,259.45.
Section 11.04 Original Class A Percentage.
The Original Class A Percentage is 96.09871360%.
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 $ 225,188,000.00
Class A-2 $ 165,015,000.00
Class A-3 $ 15,136,000.00
Class A-4 $ 23,638,000.00
Class A-5 $ 1,362,000.00
Class A-6 $ 50,000,000.00
Class A-PO $ 161,998.35
Class A-R $ 100.00
Section 11.06 Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $480,339,100.00.
Section 11.07 Original Subordinated Percentage.
The Original Subordinated Percentage is 3.90128640%.
Section 11.08 Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.40045021%.
Section 11.09 Original Class B-2 Percentage.
The Original Class B-2 Percentage is 1.35043413%.
Section 11.10 Original Class B-3 Percentage
The Original Class B-3 Percentage is 0.45014471%.
Section 11.11 Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.30009647%.
Section 11.12 Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.20006432%.
Section 11.13 Original Class B-6 Percentage.
The Original Class B-6 Percentage is 0.20009655%.
Section 11.14 Original Class B Principal Balance.
The Original Class B Principal Balance is $19,500,161.10.
Section 11.15 Original Principal Balances of the Classes of Class B
Certificates.
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
CLASS PRINCIPAL BALANCE
Class B-1 $7,000,000.00
Class B-2 $6,750,000.00
Class B-3 $2,250,000.00
Class B-4 $1,500,000.00
Class B-5 $1,000,000.00
Section 11.16 Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 2.50083618%.
Section 11.17 Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 1.15040204%.
Section 11.18 Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.70025733%.
Section 11.19 Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.40016086%.
Section 11.20 Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 0.20009654%.
Section 11.21 Closing Date.
The Closing Date is February 26, 1999.
Section 11.22 Right to Purchase.
The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled
Principal Balance of the Mortgage Loans being less than $50,000,125.95 (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, the minimum Denomination eligible
for wire transfer on each Distribution Date is $500,000. With respect to the
Class A-PO Certificates, the minimum Denomination eligible for wire transfer on
each Distribution Date is 100% Percentage Interest. The Class A-R Certificate is
not eligible for wire transfer.
Section 11.24 Single Certificate.
A Single Certificate for each Class of Class A Certificates (other
than the Class A-4, 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-4 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
$250,000 Denomination. A Single Certificate for the Class A-PO Certificates
represents a $161,998.35 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.
Section 11.27 Financial Security Contact Person.
The Initial Financial Security Contact Person is Patrick Greene,
Vice President of the Seller.
<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 26th 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 26th day of February, 1999, before me, a notary public in
and for the State of Maryland, personally appeared Nancy E. Burgess, known to me
who, being by me duly sworn, did depose and say that she resides at Frederick,
Maryland; that she is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF __________________ )
ss.:
COUNTY OF ________________ )
On this 26th 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 26th 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 1999-7
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
First Union Mortgage Corp. Mid-Month Prior Month
Bank United Mid-Month Prior Month
FT Mortgage Companies Mid-Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
Home Savings of America, FSB Mid-Month Prior Month
National City Mortgage Company Mid-Month Prior Month
SunTrust Mortgage, Inc. Mid-Month Prior Month
Merrill Lynch Credit Corporation Mid-Month Prior Month
HomeSide Lending, Inc. Prior Month Prior Month
BankNorth Mortgage Company, Inc. 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 1999-7 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 MA 4 First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 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 6.450% 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
o 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 1999-7 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 MB 2 First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 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 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 1999-7 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 MC 0 First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-3 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 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 26, 1999, and based on its issue price of
95.38542%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus one day of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated 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 4.63125000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.58%; and (iii) the
amount of OID allocable to the short first accrual period (February 26, 1999 to
March 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.02202619%.
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 1999-7 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 (EXCEPT AS PROVIDED HEREIN) 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 MD 8 First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate as of the Cut-Off Date: %
Final Scheduled Maturity Date: March 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 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 amount of interest
to be distributed to Holders of Class A-4 Certificates on such Distribution Date
as specified in the Agreement. Distributions of principal will be made to the
Holders of the Class A-4 Certificates as described below and in the Agreement.
Prior to the Distribution Date, if any, on which Financial Security fails to
make a payment with respect to a Class A-4 Distribution Deficiency,
distributions in reduction of the Principal Balance of this Certificate
(including amounts paid in respect of such losses under the Policy as defined
below) will be made only in lots equal to $1,000 initial principal balance and
in accordance with the priorities and procedures set forth in Section 4.07 of
the Agreement (i) at the request of Deceased Holders (ii) at the request of
Living Holders and (iii) by random lot. On and after such Distribution Date,
distributions in reduction of principal balance will be made as provided 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 6.550% 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.
Any Non-Supported Interest Shortfall allocated to the Class A-4 Certificates
will be covered, to the extent available, by funds in the Reserve Fund, to the
extent described in the Agreement and then by the Policy described below.
The Class A-4 Certificates will be entitled to the benefits of an Financial
Guaranty Insurance Policy issued by Financial Security Assurance Inc. (the
"Policy") to the extent 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-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-7 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: February 1, 1999
CUSIP No.: 66937R ME 6 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-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 26, 1999 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The Class A-5 Certificate 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.
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 26, 1999, at an issue price of 40.00000%
and a stated redemption price at maturity equal to its initial principal
balance, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming that this Certificate pays in accordance with projected
cash flows reflecting the prepayment assumption of 275% SPA (as defined in the
Prospectus Supplement dated 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 60.00000000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 5.63%; and (iii) the amount of
OID allocable to the short first accrual period (February 26, 1999 to March 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.18135504%.
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-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-7 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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 MF 3 First Distribution Date: March 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: March 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-6 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 1999 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 1999-7, 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
Percentage Interest evidenced First Distribution Date: March 25, 1999
by this Certificate: %
Final Scheduled
Maturity Date: March 25, 2029 Denomination: $
<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 26, 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 26, 1999, at an issue price of 72.03125%
and a stated redemption price at maturity equal to its initial principal
balance, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming that this Certificate pays in accordance with projected
cash flows reflecting the prepayment assumption of 275% SPA (as defined in the
Prospectus Supplement dated 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 27.96875000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 6.06%; and (iii) the amount of
OID allocable to the short first accrual period (February 26, 1999 to March 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.35188128%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the 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.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-7, 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 MG 1 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 26, 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 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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 AND FINANCIAL SECURITY 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>
B-1-2
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-7, 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 MH 9 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 26, 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 Financial Security as specified in the
Agreement, any Class B-1 Distribution Amount required to be distributed to
Holders of the Class B-1 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-1 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trust Administrator (i)
a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized
Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:________________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY 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 1999-7, 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 MJ 5 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 26, 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, Financial Security and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 26, 1999, and based on its issue price of
96.05903%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance, (plus one day of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated 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 3.95833333%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.79%; and (iii) the
amount of OID allocable to the short first accrual period (February 26, 1999 to
March 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.02215191%.
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, FINANCIAL SECURITY, 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 1999-7, 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 MK 2 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 26, 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, Financial Security and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 26, 1999, and based on its issue price of
89.30903%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance, (plus one day of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated 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 10.70833333%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.80%; and (iii) the
amount of OID allocable to the short first accrual period (February 26, 1999 to
March 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.05739878%.
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, FINANCIAL SECURITY, 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>
B-4-2
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-7, 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 PJ 2 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 26, 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, Financial Security and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 26, 1999, and based on its issue price of
74.43403%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance, (plus one day of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated 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 25.58333333%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 10.45%; and (iii) the
amount of OID allocable to the short first accrual period (February 26, 1999 to
March 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.12285751%.
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.
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, FINANCIAL SECURITY, 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 1999-7, 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 PK 9 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 26, 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, Financial Security and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on February 26, 1999, and based on its issue price of
58.43403%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance, (plus one day of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated 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 41.58333333%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 14.33%; and (iii) the
amount of OID allocable to the short first accrual period (February 26, 1999 to
March 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.17072851%.
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.
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, FINANCIAL SECURITY, 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 1999-7, 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 PL 7 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 26, 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, Financial Security and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on February 26, 1999, and based on its issue price of
24.43403%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance, (plus one day of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated 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 75.58333333%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 33.60%; and (iii) the
amount of OID allocable to the short first accrual period (February 26, 1999 to
March 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.15764074%.
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.
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 1999-7 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-7
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 26, 1999 relating to the issuance of
Mortgage Pass-Through Certificates, Series 1999-7 (as in effect o 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:
XXIV.
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.
XXV.
Custody of Mortgage Documents
104. 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.
105. 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.
106. 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.
107. 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.
108. 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.
109. 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.
XXVI.
Concerning the Custodian
110. 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.
111. 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.
112. 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.
113. 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.
114. 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.
115. 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.
116. 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.
XXVII.
Miscellaneous Provisions
117. 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.
118. 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.
119. 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.
120. 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.
121. 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>
E-6
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street
Charlotte, North Carolina
28288_______By:_____________________
Name:_______________________________
Title:______________________________
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland
21703_____________By:_______________
Name:_______________________________
Title:______________________________
Address: NORWEST ASSET SECURITIES
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 / 1999-07 Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x)
- -------- --------------------------- ----- ----- -------- -------- -------- -------- -------- --------- --------- ----
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE LTV
- -------- --------------------------- ------ ----- -------- -------- -------- -------- -------- --------- --------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THERE ARE NO DES MOINES LOANS
<CAPTION>
(i) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- -------- ------- --------- -------- -------- ------- --------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ------- --------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
THERE ARE NO DES MOINES LOANS
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1999-07 Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- -------- -------------------------- ----- ----- -------- -------- -------- ---------- -------- --------- ----------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- -------------------------- ----- ----- -------- -------- -------- ---------- -------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4648162 POTOMAC MD 20854 SFD 738% 6.250 $ 3,964.48 360 1-Aug-28 $ 571,166.01
4729714 APTOS CA 95003 SFD 763% 6.250 $ 4,600.66 360 1-Dec-28 $ 649,056.10
4782787 NEW GLOUCESTER ME 04260 SFD 763% 6.250 $ 2,123.39 360 1-Sep-28 $ 298,900.41
4792302 BROOKLYN NY 11236 MF2 725% 6.250 $ 1,446.22 360 1-Dec-28 $ 211,467.02
4800342 WELCH MN 55089 SFD 713% 6.250 $ 2,021.16 360 1-Feb-29 $ 300,000.00
4808783 SOUTHBORO MA 01772 SFD 675% 6.250 $ 2,023.63 360 1-Feb-29 $ 312,000.00
4828651 DUNKIRK MD 20754 SFD 750% 6.250 $ 2,097.65 360 1-Sep-28 $ 298,872.75
4839706 MAPLE GROVE MN 55311 SFD 738% 6.250 $ 1,712.87 360 1-Jan-29 $ 247,811.30
4852692 THOUSAND OAKS CA 91320 LCO 725% 6.250 $ 1,743.65 360 1-Nov-28 $ 254,998.18
4856151 OAK FOREST IL 60452 SFD 770% 6.250 $ 1,619.85 360 1-Aug-28 $ 225,967.12
4856611 NEW CITY NY 10956 SFD 750% 6.250 $ 1,831.95 360 1-Dec-28 $ 261,609.88
4859375 PALM DESERT CA 92211 SFD 725% 6.250 $ 2,026.07 360 1-Sep-28 $ 295,011.28
4861391 LOS ANGELES CA 91011 SFD 725% 6.250 $ 2,353.51 360 1-Aug-28 $ 343,211.44
4861626 TYRONE TOWNSHIP MI 48430 SFD 800% 6.250 $ 2,106.64 360 1-Jun-28 $ 285,522.43
4863150 MILIPTAS CA 95035 SFD 675% 6.250 $ 1,945.80 360 1-Aug-28 $ 293,348.99
4865015 MONTGOMERY TX 77333 SFD 763% 6.250 $ 1,674.65 360 1-Jul-28 $ 235,378.12
4865301 LINCOLN NE 68516 SFD 700% 6.250 $ 1,862.85 360 1-Aug-28 $ 278,214.92
4866244 HOBOKEN NJ 07030 LCO 775% 6.250 $ 1,701.48 360 1-Jul-28 $ 236,303.63
4869565 FOUNTAIN VALLEY CA 92708 SFD 713% 6.250 $ 1,205.29 360 1-Nov-28 $ 178,459.57
4872231 FAIRFAX VA 22039 SFD 713% 6.250 $ 2,236.07 360 1-Nov-28 $ 331,099.02
4875781 OAKTON VA 22124 SFD 713% 6.250 $ 1,852.73 360 1-Nov-28 $ 274,336.32
4875789 INDIANAPOLIS IN 46240 SFD 738% 6.250 $ 1,766.06 360 1-Dec-28 $ 255,309.66
4877271 CHESAPEAKE VA 23320 SFD 750% 6.250 $ 2,941.95 360 1-Jan-29 $ 420,437.74
4879068 MISSION VIEJO CA 92691 SFD 763% 6.250 $ 2,151.69 360 1-Sep-28 $ 302,728.40
4879640 MASSAPEQUA NY 11758 SFD 725% 6.250 $ 1,364.35 360 1-Jan-29 $ 199,843.98
4880019 DALY CITY CA 94015 SFD 750% 6.250 $ 1,826.70 360 1-Sep-28 $ 260,268.37
4880065 WELLESLEY MA 02181 SFD 713% 6.250 $ 3,200.16 360 1-Dec-28 $ 474,238.06
4880910 BUFORD GA 30519 SFD 725% 6.250 $ 1,862.35 360 1-Feb-29 $ 273,000.00
4882422 LOS ANGELES CA 90024 LCO 730% 6.250 $ 1,583.67 360 1-Sep-28 $ 230,096.97
4882576 ORONO MN 55391 SFD 713% 6.250 $ 6,737.19 360 1-Dec-28 $ 998,395.87
4882824 POWAY CA 92064 SFD 735% 6.250 $ 1,949.80 360 1-Sep-28 $ 281,235.44
4882844 SOUTHLAKE TX 76092 SFD 740% 6.250 $ 2,159.54 360 1-Sep-28 $ 310,704.56
4883523 PEBBLE BEACH CA 93953 SFD 745% 6.250 $ 2,435.28 360 1-Sep-28 $ 348,671.79
4883548 BEVERLY HILLS CA 90211 SFD 755% 6.250 $ 2,655.99 360 1-Sep-28 $ 376,593.70
4884569 SANTA ROSA CA 95403 SFD 745% 6.250 $ 1,745.06 360 1-Sep-28 $ 249,848.21
4885077 BEDFORD CORNERS NY 10549 SFD 738% 6.250 $ 3,453.38 360 1-Nov-28 $ 498,851.58
4885742 RANCHO MIRAGE CA 92270 SFD 740% 6.250 $ 2,187.93 360 1-Sep-28 $ 314,788.84
4886020 NAPLES FL 34102 SFD 740% 6.250 $ 2,554.19 360 1-Sep-28 $ 367,486.13
4886052 BRENTWOOD CA 94513 PUD 740% 6.250 $ 1,654.79 360 1-Sep-28 $ 238,083.98
4886176 ANAHEIM CA 92807 PUD 715% 6.250 $ 1,729.05 360 1-Sep-28 $ 254,969.20
4888200 TELLURIDE CO 81435 SFD 713% 6.250 $ 3,132.80 360 1-Feb-29 $ 465,000.00
4889183 SAN ANSELMO CA 94960 SFD 725% 6.250 $ 3,240.34 360 1-Feb-29 $ 475,000.00
4891299 EDGEWOOD KY 41017 SFD 713% 6.250 $ 1,813.99 360 1-Dec-28 $ 268,812.08
4891632 KIRKWOOD MO 63122 SFD 700% 6.250 $ 1,774.36 360 1-Feb-29 $ 266,700.00
4891638 HILLSBOROUGH CA 94010 SFD 675% 6.250 $ 5,796.85 360 1-Feb-29 $ 893,750.00
4891687 ANAHEIM CA 92808 SFD 763% 6.250 $ 1,698.70 360 1-Oct-28 $ 239,298.56
4892173 WASHINGTON DC 20003 SFD 763% 6.250 $ 1,748.25 360 1-Oct-28 $ 246,278.07
4894003 SONOMA CA 95476 SFD 738% 6.250 $ 5,186.98 360 1-Feb-29 $ 751,000.00
4894965 HASSEN TOWNSHIP MN 55374 SFD 688% 6.250 $ 2,075.90 360 1-Jan-29 $ 315,734.52
4895254 MEMPHIS TN 38120 SFD 700% 6.250 $ 2,810.46 240 1-Dec-18 $ 361,104.19
4896030 WEST HILLS CA 91304 SFD 700% 6.250 $ 1,819.60 360 1-Dec-28 $ 273,050.33
4898014 LOS ALTOS HILLS CA 94022 SFD 700% 6.250 $ 6,653.03 360 1-Dec-28 $ 998,355.82
4898339 GOLDSBORO NC 27534 SFD 700% 6.250 $ 3,101.20 240 1-Feb-19 $ 400,000.00
4898674 LITTLE ROCK AR 72212 PUD 725% 6.250 $ 1,586.06 360 1-Oct-28 $ 231,767.91
4899859 SOMERSET NJ 08873 SFD 725% 6.250 $ 2,064.95 360 1-Nov-28 $ 301,735.78
4899943 ELLIJAY GA 30540 SFD 725% 6.250 $ 1,950.68 360 1-Nov-28 $ 285,276.75
4900362 SAN JOSE CA 95129 SFD 713% 6.250 $ 2,411.92 360 1-Feb-29 $ 358,000.00
4900710 MALVERN PA 19355 SFD 600% 5.733 $ 2,997.75 360 1-Dec-28 $ 499,002.01
4901126 HARRISON NY 10604 SFD 738% 6.250 $ 2,451.90 360 1-Dec-28 $ 354,458.08
4902788 PACIFIC GROVE CA 93950 SFD 738% 6.250 $ 2,210.16 360 1-Jan-29 $ 319,756.51
4903113 DARIEN CT 06820 SFD 738% 6.250 $ 2,590.04 360 1-Feb-29 $ 375,000.00
4903202 BLOOMFIELD HILLS MI 48302 SFD 700% 6.250 $ 1,613.36 360 1-Jan-29 $ 242,301.22
4903501 BROOKLINE MA 02445 LCO 700% 6.250 $ 1,929.38 360 1-Jan-29 $ 289,565.25
4903529 SAN JOSE CA 95132 SFD 725% 6.250 $ 1,790.71 360 1-Oct-28 $ 261,673.46
4904943 DAWSONVILLE GA 30534 SFD 688% 6.250 $ 1,715.25 360 1-Feb-29 $ 261,100.00
4905095 ATLANTA GA 30327 SFD 663% 6.250 $ 2,090.62 360 1-Nov-28 $ 325,631.02
4905217 ESCONDIDO CA 92027 SFD 700% 6.250 $ 2,416.71 360 1-Nov-28 $ 362,351.52
4907509 SARATOGA SPRINGS NY 12866 SFD 725% 6.250 $ 2,142.72 360 1-Dec-28 $ 313,608.45
4907666 VIENNA VA 22182 SFD 738% 6.250 $ 2,614.55 360 1-Dec-28 $ 377,972.13
4908487 FREMONT CA 94539 SFD 713% 6.250 $ 2,011.05 360 1-Feb-29 $ 298,500.00
4908819 UPPER SADDLE RIVER NJ 07458 SFD 663% 6.250 $ 2,349.94 360 1-Jan-29 $ 366,676.21
4911795 CAMPBELL CA 95008 SFD 763% 6.250 $ 1,688.09 360 1-Oct-28 $ 236,121.54
4912113 ALAMEDA CA 94501 SFD 775% 6.250 $ 2,349.83 360 1-Jan-29 $ 327,768.50
4912930 MANHASSET NY 11030 SFD 713% 6.250 $ 2,425.39 360 1-Feb-29 $ 360,000.00
4913545 SYOSSET NY 11791 SFD 738% 6.250 $ 2,590.04 360 1-Feb-29 $ 375,000.00
4913740 OAKTON VA 22124 SFD 713% 6.250 $ 1,994.21 360 1-Jan-29 $ 295,763.29
4915033 PLAINSBORO NJ 08536 PUD 788% 6.250 $ 1,830.81 360 1-Nov-28 $ 251,975.24
4915282 LOS ANGELES CA 90068 SFD 750% 6.250 $ 3,852.67 360 1-Jan-29 $ 550,591.08
4915812 LAGUNA BEACH CA 92651 SFD 713% 6.250 $ 4,412.86 360 1-Nov-28 $ 653,419.25
4915949 AUSTIN TX 78745 SFD 775% 6.250 $ 562.83 360 1-Dec-28 $ 78,450.73
4915996 RIVERSIDE CA 92506 SFD 725% 6.250 $ 2,483.12 360 1-Nov-28 $ 363,142.99
4916585 MALVERN PA 19355 SFD 725% 6.250 $ 2,210.26 360 1-Dec-28 $ 323,492.96
4916857 ST.LOUIS MO 63128 SFD 713% 6.250 $ 2,176.11 360 1-Feb-29 $ 323,000.00
4916930 HALF MOON BAY CA 94019 SFD 688% 6.250 $ 2,449.33 240 1-Feb-19 $ 319,000.00
4917583 ISSAQUAH WA 98029 SFD 700% 6.250 $ 1,650.28 360 1-Dec-28 $ 247,642.17
4921059 MERRIMACK NH 03054 SFD 763% 6.250 $ 1,804.88 360 1-Jan-29 $ 254,815.44
4922066 WEST BLOOMFIELD MI 48324 SFD 738% 6.250 $ 1,871.73 360 1-Jan-29 $ 270,693.79
4922101 ANAHEIM CA 92808 SFD 725% 6.250 $ 2,046.53 360 1-Nov-28 $ 299,293.66
4922397 WESTERN SPRINGS IL 60558 SFD 725% 6.250 $ 2,899.25 360 1-Dec-28 $ 424,334.91
4922447 SALT LAKE CITY UT 84124 SFD 763% 6.250 $ 3,538.97 360 1-Nov-28 $ 498,907.42
4922523 OAKLAND CA 94607 LCO 725% 6.250 $ 753.80 360 1-Nov-28 $ 110,239.85
4923653 PLYMOUTH MI 48170 SFD 788% 6.250 $ 3,117.80 360 1-Dec-28 $ 429,406.21
4923869 COHASSET MA 02025 SFD 688% 6.250 $ 2,734.47 360 1-Jan-29 $ 415,900.30
4924228 DIX HILLS NY 11746 SFD 788% 6.250 $ 2,827.77 360 1-Jan-29 $ 389,731.61
4925328 PLANO TX 75093 SFD 738% 6.250 $ 2,265.42 360 1-Feb-29 $ 328,000.00
4925769 NORTH PALM BEACH FL 33408 SFD 713% 6.250 $ 2,038.00 360 1-Jan-29 $ 302,258.10
4926137 SCARSDALE NY 10583 SFD 725% 6.250 $ 3,069.80 360 1-Feb-29 $ 450,000.00
4926347 WILTON CT 06897 SFD 725% 6.250 $ 2,264.83 360 1-Feb-29 $ 332,000.00
4926650 GREAT NECK NY 11023 SFD 738% 6.250 $ 2,849.03 360 1-Jan-29 $ 412,186.13
4927337 ACWORTH GA 30101 SFD 688% 6.250 $ 1,770.92 360 1-Nov-28 $ 268,891.67
4927339 ANAHEIM CA 92807 SFD 700% 6.250 $ 2,215.46 360 1-Nov-28 $ 332,176.34
4927730 SOUTHERN PINES NC 28387 SFD 688% 6.250 $ 3,941.58 360 1-Feb-29 $ 600,000.00
4927906 ROCKFORD MI 49341 SFD 750% 6.250 $ 1,901.87 360 1-Jan-29 $ 271,798.13
4928137 FAIRFAX STATION VA 22039 SFD 700% 6.250 $ 2,256.71 360 1-Dec-28 $ 338,642.28
4928516 CASTLE ROCK CO 80104 SFD 750% 6.250 $ 3,831.70 360 1-Feb-29 $ 548,000.00
4928590 OSSINING NY 10562 LCO 763% 6.250 $ 2,223.19 360 1-Dec-28 $ 313,643.86
4928785 COLLEYVILLE TX 76039 SFD 713% 6.250 $ 4,379.17 360 1-Jan-29 $ 649,480.21
4928853 BASKING RIDGE NJ 07920 SFD 775% 6.250 $ 2,005.95 360 1-Jan-29 $ 279,802.38
4928966 GREAT FALLS VA 22066 SFD 750% 6.250 $ 2,237.49 360 1-Jan-29 $ 319,762.51
4928996 SHERMAN OAKS CA 91423 SFD 750% 6.250 $ 2,733.93 360 1-Jan-29 $ 390,709.82
4929820 PARKER CO 80134 SFD 725% 6.250 $ 1,957.85 360 1-Jan-29 $ 286,776.11
4930400 HONOLULU HI 96816 SFD 713% 6.250 $ 2,964.37 360 1-Dec-28 $ 439,294.18
4930415 PLANO TX 75025 SFD 713% 6.250 $ 1,756.05 360 1-Jan-29 $ 260,441.56
4930452 BOCA RATON FL 33498 SFD 725% 6.250 $ 1,914.53 360 1-Dec-28 $ 280,210.80
4930652 SEATTLE WA 98112 SFD 700% 6.250 $ 2,245.40 360 1-Jan-29 $ 337,223.35
4930720 FAIRFIELD CT 06430 SFD 713% 6.250 $ 1,886.42 360 1-Jan-29 $ 279,776.08
4931393 MAPLEWOOD NJ 07040 SFD 775% 6.250 $ 1,073.91 360 1-Dec-28 $ 149,687.71
4931477 ESCONDIDO CA 92027 SFD 700% 6.250 $ 1,664.25 360 1-Jan-29 $ 249,944.96
4931488 TUSTIN CA 92780 SFD 713% 6.250 $ 2,289.30 360 1-Jan-29 $ 339,528.26
4931534 PRIDE LA 70770 SFD 700% 6.250 $ 1,886.13 360 1-Jan-29 $ 283,267.62
4931578 SPOKANE WA 99223 SFD 713% 6.250 $ 2,219.90 360 1-Jan-29 $ 329,236.51
4931660 REDWOOD CITY CA 94061 SFD 713% 6.250 $ 2,492.76 360 1-Feb-29 $ 370,000.00
4931743 SAN JOSE CA 95124 SFD 788% 6.250 $ 2,117.20 360 1-Jan-29 $ 289,794.42
4932217 ROCKVILLE MD 20853 SFD 713% 6.250 $ 1,509.13 360 1-Nov-28 $ 223,379.37
4932252 GOLETA CA 93117 SFD 738% 6.250 $ 2,679.82 360 1-Nov-28 $ 387,108.83
4932284 ROCHESTER HILLS MI 48306 SFD 750% 6.250 $ 2,884.26 360 1-Jan-29 $ 410,193.87
4932525 LONGMONT CO 80501 SFD 763% 6.250 $ 2,012.97 360 1-Jan-29 $ 284,194.16
4932837 VENICE FL 34293 SFD 700% 6.250 $ 3,326.52 360 1-Dec-28 $ 499,177.90
4932866 ORONO MN 55356 SFD 725% 6.250 $ 2,430.26 360 1-Feb-29 $ 356,250.00
4932887 TUALATIN OR 97062 SFD 713% 6.250 $ 2,158.59 360 1-Jan-29 $ 320,143.79
4932910 BURLINGAME CA 94010 SFD 725% 6.250 $ 2,373.97 360 1-Jan-29 $ 347,728.53
4932975 BROOKLYN NY 11215 SFD 738% 6.250 $ 3,228.91 360 1-Feb-29 $ 467,500.00
4933003 OURAY CO 81427 SFD 700% 6.250 $ 2,388.44 360 1-Feb-29 $ 359,000.00
4933039 CORONA DEL MAR CA 92625 SFD 650% 6.233 $ 1,896.21 360 1-Feb-29 $ 300,000.00
4933068 LOS GATOS CA 95030 SFD 775% 6.250 $ 5,279.96 360 1-Jan-29 $ 736,479.83
4933236 JACKSONVILLE FL 32259 SFD 750% 6.250 $ 2,083.66 360 1-Jan-29 $ 297,778.84
4933384 MCKUREY TX 75070 SFD 700% 6.250 $ 1,929.38 360 1-Jan-29 $ 289,762.29
4933542 SAN JOSE CA 95124 SFD 738% 6.250 $ 2,272.33 360 1-Feb-29 $ 329,000.00
4933615 WEST HARTFORD CT 06117 SFD 663% 6.250 $ 1,607.13 360 1-Feb-29 $ 250,992.00
4933804 STOWE VT 05672 LCO 763% 6.250 $ 707.79 360 1-Nov-28 $ 99,781.49
4933833 HAYWARD CA 94542 SFD 763% 6.250 $ 1,981.82 360 1-Nov-28 $ 279,388.16
4934067 DUBLIN OH 43017 SFD 725% 6.250 $ 2,159.78 360 1-Jan-29 $ 316,353.02
4934614 ALISO VIEJO CA 92656 SFD 725% 6.250 $ 1,966.71 360 1-Dec-28 $ 287,848.84
4934869 LAGUNA BEACH CA 92651 SFD 725% 6.250 $ 2,489.95 360 1-Dec-28 $ 364,428.80
4935151 SALT LAKE CITY UT 84106 SFD 763% 6.250 $ 1,949.98 360 1-Jan-29 $ 275,300.60
4935492 MALIBU CA 90265 SFD 725% 6.250 $ 3,308.56 360 1-Jan-29 $ 484,621.65
4935742 NEEDHAM MA 02492 SFD 675% 6.250 $ 1,608.53 360 1-Oct-28 $ 247,138.65
4935760 CHATHAM MA 02650 SFD 738% 6.250 $ 1,823.39 360 1-Nov-28 $ 263,393.62
4935828 FALLS CHURCH VA 22046 SFD 688% 6.250 $ 1,550.35 360 1-Oct-28 $ 235,200.10
4936002 SAN JOSE CA 95125 SFD 738% 6.250 $ 2,175.63 360 1-Feb-29 $ 315,000.00
4936069 ARLINGTON VA 22209 SFD 638% 6.108 $ 592.68 360 1-Jan-29 $ 94,912.01
4936435 SCOTTSDALE AZ 85260 SFD 713% 6.250 $ 1,576.51 360 1-Oct-28 $ 233,244.77
4936511 WINCHESTER MA 01890 SFD 700% 6.250 $ 2,192.18 360 1-Nov-28 $ 328,176.17
4936692 LAKEWOOD CO 80128 SFD 675% 6.250 $ 1,848.50 360 1-Jan-29 $ 284,754.63
4936908 MILPITAS CA 95035 SFD 738% 6.250 $ 1,647.27 360 1-Oct-28 $ 237,767.33
4936915 WEST FRIENDSHIP MD 21794 SFD 738% 6.250 $ 2,972.67 360 1-Nov-28 $ 429,411.43
4937056 LAFAYETTE HILL PA 19444 SFD 700% 6.250 $ 2,065.76 360 1-Nov-28 $ 309,732.01
4937063 NEW MEADOWS ID 83654 SFD 725% 6.250 $ 2,046.53 360 1-Jan-29 $ 299,765.97
4937084 PLEASANT VALLEY IA 52767 SFD 663% 6.250 $ 4,162.03 360 1-Nov-28 $ 648,270.02
4937102 MCLEAN VA 22101 SFD 750% 6.250 $ 3,003.83 360 1-Jan-29 $ 429,281.17
4937110 ANNANDALE VA 22003 SFD 663% 6.250 $ 1,536.11 360 1-Oct-28 $ 239,046.31
4937112 CEDAR CREEK TX 78612 SFD 700% 6.250 $ 2,022.52 360 1-Jan-29 $ 303,750.82
4937146 PLACERVILLE CA 95667 SFD 763% 6.250 $ 1,061.69 360 1-Jan-29 $ 149,891.44
4937154 REHOBOTH DE 19971 SFD 750% 6.250 $ 2,181.55 360 1-Nov-28 $ 311,301.00
4937155 OLD BETHPAGE NY 11804 SFD 725% 6.250 $ 1,309.78 360 1-Feb-29 $ 192,000.00
4937197 NORTH CALDWELL NJ 07006 SFD 688% 6.250 $ 2,627.72 360 1-Jan-29 $ 399,663.95
4937227 CHARLESTON WV 25314 SFD 725% 6.250 $ 1,773.66 360 1-Oct-28 $ 259,181.31
4937244 HARRINGTON PARK NJ 07640 SFD 738% 6.250 $ 2,324.20 300 1-Jan-24 $ 317,630.18
4937250 MARIETTA GA 30067 SFD 688% 6.250 $ 3,744.50 360 1-Nov-28 $ 568,555.13
4937295 SCOTTSDALE AZ 85254 SFD 688% 6.250 $ 1,791.78 360 1-Nov-28 $ 272,058.61
4937302 ALEXANDRIA VA 22307 SFD 725% 6.250 $ 2,940.18 360 1-Dec-28 $ 430,325.52
4937360 ACTON MA 01720 SFD 675% 6.250 $ 2,088.49 360 1-Oct-28 $ 320,881.65
4937385 POTOMAC MD 20854 SFD 700% 6.250 $ 3,140.23 360 1-Oct-28 $ 470,438.82
4937462 REDMOND WA 98052 SFD 713% 6.250 $ 2,425.39 360 1-Jan-29 $ 359,712.11
4937652 KENNEBUNK ME 04043 SFD 725% 6.250 $ 3,453.52 360 1-Nov-28 $ 505,058.05
4937750 DETROIT MI 48221 SFD 788% 6.250 $ 2,204.22 360 1-Nov-28 $ 303,368.22
4937774 CHICAGO IL 60640 SFD 738% 6.250 $ 1,899.36 360 1-Nov-28 $ 274,368.36
4937842 KIRKWOOD MO 63122 SFD 700% 6.250 $ 1,556.15 360 1-Oct-28 $ 233,126.34
4937879 SAN BRUNO CA 94066 SFD 713% 6.250 $ 1,660.72 360 1-Nov-28 $ 245,905.11
4937943 LOS ALTOS CA 94022 SFD 713% 6.250 $ 3,119.32 360 1-Nov-28 $ 461,882.62
4937972 NAPA CA 94558 SFD 675% 6.250 $ 2,036.60 360 1-Nov-28 $ 313,184.38
4937990 CHESTERFIELD VA 23832 SFD 700% 6.250 $ 1,712.83 360 1-Oct-28 $ 256,598.43
4937998 ESCONDIDO CA 92027 SFD 713% 6.250 $ 1,780.64 360 1-Jan-29 $ 264,088.64
4938002 HUNTINGTON BEACH CA 92648 SFD 725% 6.250 $ 2,285.30 360 1-Nov-28 $ 334,211.23
4938117 BIRMINGHAM AL 35216 SFD 750% 6.250 $ 1,637.21 360 1-Sep-28 $ 233,270.21
4938137 WILTON CT 06897 SFD 700% 6.250 $ 2,361.83 360 1-Nov-28 $ 354,121.91
4938213 MERCED CA 95340 SFD 750% 6.250 $ 1,992.77 360 1-Jan-29 $ 284,788.48
4938314 SANTA CLARA CA 95051 SFD 700% 6.250 $ 2,328.56 360 1-Nov-28 $ 349,134.30
4938329 NAPERVILLE IL 60565 SFD 725% 6.250 $ 2,278.47 360 1-Jan-29 $ 333,739.45
4938369 GILROY CA 95020 SFD 650% 6.233 $ 1,665.50 360 1-Nov-28 $ 262,781.50
4938450 CLARKSVILLE MD 21029 SFD 725% 6.250 $ 2,302.35 360 1-Oct-28 $ 336,437.27
4938466 CYPRESS TX 77429 PUD 725% 6.250 $ 1,681.57 360 1-Nov-28 $ 245,919.61
4938470 MERRICK NY 11566 SFD 675% 6.250 $ 2,672.22 360 1-Jan-29 $ 411,645.28
4938496 WAYNE PA 19087 SFD 675% 6.250 $ 2,724.11 360 1-Sep-28 $ 417,768.81
4938526 ALAMO CA 94507 SFD 650% 6.233 $ 2,970.72 360 1-Nov-28 $ 468,718.43
4938550 OWINGS MILLS MD 21117 SFD 713% 6.250 $ 1,832.52 360 1-Nov-28 $ 271,343.56
4938581 ISSAQUAH WA 98029 SFD 713% 6.250 $ 1,920.10 360 1-Jan-29 $ 284,772.09
4938603 SAN CLEMENTE CA 92673 SFD 700% 6.250 $ 2,162.90 360 1-Jan-29 $ 324,833.52
4938656 TUSTIN CA 92782 SFD 700% 6.250 $ 2,062.44 360 1-Jan-29 $ 309,745.89
4938685 RICHMOND CA 94801 SFD 750% 6.250 $ 2,349.37 360 1-Nov-28 $ 335,247.21
4938703 PEPPER PIKE OH 44124 SFD 738% 6.250 $ 2,002.96 360 1-Oct-28 $ 289,109.17
4938746 HILTON HEAD ISLAND SC 29928 HCO 725% 6.250 $ 1,850.75 360 1-Nov-28 $ 270,661.22
4938756 LAKE FOREST CA 92630 SFD 738% 6.250 $ 1,795.76 360 1-Oct-28 $ 259,201.31
4938976 STOCKTON NJ 08559 SFD 750% 6.250 $ 2,970.27 360 1-Feb-29 $ 424,800.00
4939004 LONGMONT CO 80503 SFD 725% 6.250 $ 2,225.61 360 1-Aug-28 $ 324,699.65
4939006 SAN JOSE CA 95118 SFD 675% 6.250 $ 1,608.52 360 1-Oct-28 $ 247,138.69
4939008 RANCHO SANTA MARGARITA CA 92688 SFD 725% 6.250 $ 2,039.71 360 1-Oct-28 $ 297,956.68
4939145 CAMPBELL CA 95008 SFD 738% 6.250 $ 2,762.71 360 1-Nov-28 $ 399,081.25
4939180 BRENTWOOD TN 37027 SFD 738% 6.250 $ 1,960.83 360 1-Feb-29 $ 283,900.00
4939355 LAGUNA NIGUEL CA 92677 SFD 688% 6.250 $ 1,642.32 360 1-Oct-28 $ 249,152.64
4939359 VISTA CA 92083 SFD 725% 6.250 $ 2,326.22 360 1-Nov-28 $ 340,197.14
4939366 GURNEE IL 60031 SFD 688% 6.250 $ 2,332.10 360 1-Nov-28 $ 354,100.13
4939409 EUGENE OR 97408 SFD 688% 6.250 $ 1,629.19 360 1-Dec-28 $ 247,582.10
4939479 HUNTINGTON BEACH CA 92646 SFD 725% 6.250 $ 1,970.13 360 1-Dec-28 $ 288,318.05
4939488 MENIFEE CA 92584 PUD 738% 6.250 $ 828.12 360 1-Dec-28 $ 119,716.97
4939506 MISSION VIEJO CA 92691 SFD 750% 6.250 $ 1,426.40 360 1-Dec-28 $ 203,696.25
4939521 SHARON MA 02067 SFD 713% 6.250 $ 1,792.09 360 1-Dec-28 $ 265,573.31
4939565 SAN GABRIEL CA 91775 SFD 688% 6.250 $ 2,364.95 360 1-Dec-28 $ 359,393.37
4939639 SUWANEE GA 30024 SFD 700% 6.250 $ 2,151.93 360 1-Jan-29 $ 323,184.87
4939702 GERMANTOWN NY 12526 SFD 738% 6.250 $ 2,569.31 360 1-Oct-28 $ 370,857.28
4940028 MCLEAN VA 22101 SFD 775% 6.250 $ 4,126.54 360 1-Feb-29 $ 576,000.00
4940164 REDWOOD CITY CA 94065 LCO 750% 6.250 $ 1,929.83 360 1-Feb-29 $ 276,000.00
4940391 DANVILLE CA 94526 SFD 713% 6.250 $ 2,021.16 360 1-Dec-28 $ 299,518.76
4940527 SAN JUAN CAPISTRANO CA 92675 SFD 750% 6.250 $ 1,932.63 360 1-Dec-28 $ 275,836.15
4940730 SAN JOSE CA 95129 SFD 775% 6.250 $ 2,779.68 360 1-Dec-28 $ 387,450.54
4940760 NEWTON MA 02158 SFD 738% 6.250 $ 3,867.78 360 1-Feb-29 $ 560,000.00
4940802 SHOPKOPEE MN 55379 SFD 713% 6.250 $ 3,109.89 360 1-Jan-29 $ 461,230.86
4941167 OWINGS MILL MD 21117 SFD 725% 6.250 $ 1,722.16 360 1-Jan-29 $ 252,253.06
4941198 EVERGREEN CO 80439 SFD 700% 6.250 $ 2,484.11 360 1-Jan-29 $ 373,073.94
4941200 PLANO TX 75025 SFD 688% 6.250 $ 1,703.42 360 1-Jan-29 $ 259,082.16
4941227 RANDOLPH NJ 07869 SFD 775% 6.250 $ 1,760.23 360 1-Nov-28 $ 245,176.38
4941329 SANTA CLARA CA 95051 SFD 713% 6.250 $ 2,317.60 360 1-Feb-29 $ 344,000.00
4941416 KENSINGTON MD 20895 SFD 750% 6.250 $ 1,742.44 360 1-Dec-28 $ 248,828.96
4941555 PORTLAND OR 97229 SFD 700% 6.250 $ 2,162.23 360 1-Feb-29 $ 325,000.00
4941656 SAN RAFAEL CA 94903 SFD 738% 6.250 $ 2,251.60 360 1-Oct-28 $ 324,998.58
4941665 MILLBRAE CA 94030 SFD 738% 6.250 $ 1,854.46 360 1-Dec-28 $ 268,090.14
4941707 SAN CARLOS CA 94070 SFD 725% 6.250 $ 1,957.85 360 1-Sep-28 $ 285,866.93
4941850 SIMI VALLEY CA 93065 SFD 688% 6.250 $ 2,791.95 360 1-Jan-29 $ 424,642.95
4942001 EL DORADO HILLS CA 95762 SFD 725% 6.250 $ 2,844.68 360 1-Sep-28 $ 415,353.70
4942041 CAMARILLO CA 93012 SFD 675% 6.250 $ 2,140.37 360 1-Nov-28 $ 329,142.84
4942145 ROCKVILLE MD 20853 SFD 700% 6.250 $ 2,208.81 360 1-Feb-29 $ 332,000.00
4942187 FREMONT CA 94539 SFD 725% 6.250 $ 2,217.07 360 1-Dec-28 $ 324,491.42
4942250 MUKILTEO WA 98275 SFD 725% 6.250 $ 1,654.28 360 1-Jan-29 $ 242,310.82
4942278 TUSTIN CA 92782 SFD 700% 6.250 $ 2,490.89 360 1-Jan-29 $ 374,093.11
4942302 EUGENE OR 97408 SFD 725% 6.250 $ 2,020.27 360 1-Dec-28 $ 295,686.54
4942333 BOTHELL WA 98021 SFD 713% 6.250 $ 1,765.14 360 1-Jan-29 $ 261,790.49
4942373 EVERETT WA 98208 SFD 688% 6.250 $ 1,767.14 360 1-Jan-29 $ 268,774.01
4942374 BROOKLYN NY 11200 HCO 738% 6.250 $ 4,489.39 360 1-Feb-29 $ 650,000.00
4942454 SAN JOSE CA 95132 SFD 700% 6.250 $ 1,729.79 360 1-Feb-29 $ 260,000.00
4942589 CAMERON PARK CA 95682 SFD 713% 6.250 $ 2,560.13 360 1-Dec-28 $ 379,390.44
4942607 PLEASANTON CA 94566 SFD 700% 6.250 $ 2,428.36 360 1-Feb-29 $ 365,000.00
4942739 EDMONDS WA 98020 SFD 725% 6.250 $ 2,360.33 360 1-Jan-29 $ 345,730.09
4942765 DIAMOND BAR CA 91765 SFD 725% 6.250 $ 1,816.29 360 1-Jan-29 $ 266,042.31
4942896 LOS ANGELES CA 90064 SFD 763% 6.250 $ 1,937.24 360 1-Feb-29 $ 273,700.00
4942995 SANTA MONICA CA 90404 LCO 750% 6.250 $ 1,817.96 360 1-Jan-29 $ 259,807.04
4943033 FOREST KNOLLS CA 94933 SFD 750% 6.250 $ 1,926.34 360 1-Dec-28 $ 275,089.80
4943038 SHINGLE SPRINGS CA 95682 SFD 738% 6.250 $ 2,431.18 360 1-Jan-29 $ 351,732.16
4943083 IRVINE CA 92612 SFD 750% 6.250 $ 2,376.64 360 1-Feb-29 $ 339,900.00
4943085 SAN DIEGO CA 92129 SFD 675% 6.250 $ 1,713.92 360 1-Jan-29 $ 264,022.49
4943121 THOUSAND OAKS CA 91360 SFD 738% 6.250 $ 1,753.63 360 1-Feb-29 $ 253,900.00
4943136 INDIANAPOLIS IN 46256 SFD 738% 6.250 $ 1,933.89 360 1-Jan-29 $ 279,786.95
4943160 SANTA ROSA CA 95403 SFD 788% 6.250 $ 3,103.30 360 1-Dec-28 $ 427,408.97
4943226 SAN JOSE CA 95133 SFD 750% 6.250 $ 2,595.83 360 1-Dec-28 $ 370,697.25
4943235 NYACK NY 10960 SFD 725% 6.250 $ 2,010.71 360 1-Feb-29 $ 294,750.00
4943260 MOUNTAIN VIEW CA 94040 PUD 725% 6.250 $ 2,373.98 360 1-Feb-29 $ 348,000.00
4943293 STINSON BEACH CA 94970 SFD 700% 6.250 $ 2,408.40 360 1-Feb-29 $ 362,000.00
4943332 SAN DIEGO CA 92104 SFD 650% 6.233 $ 1,945.51 360 1-Dec-28 $ 307,241.97
4943416 SCOTCH PLAINS NJ 07076 SFD 713% 6.250 $ 2,661.19 360 1-Jan-29 $ 394,684.13
4943518 MENLO PARK CA 94025 SFD 713% 6.250 $ 2,694.88 360 1-Feb-29 $ 400,000.00
4943745 SIMI VALLEY CA 93065 SFD 725% 6.250 $ 3,260.81 360 1-Feb-29 $ 478,000.00
4943812 PEBBLE BEACH CA 93953 SFD 700% 6.250 $ 3,645.86 360 1-Feb-29 $ 548,000.00
4943875 SALINAS CA 93908 SFD 738% 6.250 $ 2,555.50 360 1-Feb-29 $ 370,000.00
4943915 OAKLAND CA 94610 SFD 725% 6.250 $ 2,431.96 360 1-Feb-29 $ 356,500.00
4944167 DALLAS TX 75287 SFD 725% 6.250 $ 1,746.37 360 1-Dec-28 $ 255,599.39
4944180 LIVERMORE CA 94550 SFD 725% 6.250 $ 1,766.84 360 1-Feb-29 $ 259,000.00
4944193 DANA POINT CA 92629 SFD 725% 6.250 $ 2,333.04 360 1-Dec-28 $ 341,464.81
4944264 SUNNYVALE CA 94086 SFD 663% 6.250 $ 1,760.86 360 1-Feb-29 $ 275,000.00
4944266 SAN RAMON CA 94583 SFD 775% 6.250 $ 2,062.55 360 1-Dec-28 $ 287,492.30
4944303 NORCO CA 91760 SFD 750% 6.250 $ 1,689.30 360 1-Dec-28 $ 240,929.58
4944324 HUNTINGTON BEACH CA 92646 SFD 725% 6.250 $ 1,784.57 360 1-Dec-28 $ 260,876.98
4944352 OJAI CA 93023 SFD 713% 6.250 $ 2,856.57 360 1-Dec-28 $ 423,319.85
4944400 LOVELAND CO 80537 SFD 700% 6.250 $ 606.76 360 1-Dec-28 $ 91,050.04
4944469 MORGAN HILL CA 95037 SFD 725% 6.250 $ 2,114.75 360 1-Feb-29 $ 310,000.00
4944524 SACRAMENTO CA 95864 SFD 750% 6.250 $ 2,321.39 360 1-Dec-28 $ 331,505.68
4944629 MOUNTAIN VIEW CA 94043 SFD 738% 6.250 $ 2,331.03 360 1-Feb-29 $ 337,500.00
4944632 SAN DIEGO CA 92122 PUD 738% 6.250 $ 1,933.90 360 1-Feb-29 $ 280,000.00
4944688 MOUNTAIN VIEW CA 94043 LCO 738% 6.250 $ 1,929.06 360 1-Feb-29 $ 279,300.00
4944719 SOUTHLAKE TX 76092 SFD 700% 6.250 $ 2,516.71 360 1-Jan-29 $ 377,969.93
4944830 ALEXANDRIA VA 22310 SFD 713% 6.250 $ 1,940.31 360 1-Jan-29 $ 287,769.69
4944896 ROWLEY MA 01969 SFD 750% 6.250 $ 1,805.02 360 1-Jan-29 $ 257,958.42
4944975 SAN RAFAEL CA 94667 SFD 688% 6.250 $ 1,939.25 360 1-Jan-29 $ 294,952.00
4945111 ENCINO CA 91316 SFD 738% 6.250 $ 2,997.54 360 1-Feb-29 $ 434,000.00
4945123 FREMONT CA 94539 SFD 738% 6.250 $ 2,210.17 360 1-Feb-29 $ 320,000.00
4945126 LAKE IN THE HILLS IL 60102 SFD 763% 6.250 $ 2,023.58 360 1-Jan-29 $ 285,693.08
4945149 SALT LAKE CITY UT 84109 SFD 738% 6.250 $ 2,030.58 360 1-Dec-28 $ 293,551.22
4945348 CARLSBAD CA 92009 SFD 725% 6.250 $ 2,479.72 360 1-Feb-29 $ 363,500.00
4945495 SARATOGA CA 95070 SFD 713% 6.250 $ 6,737.19 360 1-Feb-29 $ 1,000,000.00
4945554 LOS GATOS CA 95033 SFD 738% 6.250 $ 2,335.87 360 1-Feb-29 $ 338,200.00
4945601 DALY CITY CA 94015 SFD 738% 6.250 $ 2,072.03 360 1-Jan-29 $ 299,771.72
4945608 SAN JOSE CA 95123 SFD 700% 6.250 $ 1,729.79 360 1-Dec-28 $ 259,572.51
4945625 GREENWOOD VILLAGE CO 80111 SFD 700% 6.250 $ 3,825.49 360 1-Jan-29 $ 574,528.68
4945692 MILL VALLEY CA 94941 SFD 725% 6.250 $ 3,369.95 360 1-Dec-28 $ 493,226.94
4945933 SUNNYVALE TX 75182 SFD 700% 6.250 $ 3,619.25 360 1-Jan-29 $ 543,554.09
4946035 PORTOLA VALLEY CA 94028 SFD 675% 6.250 $ 3,801.83 240 1-Feb-19 $ 500,000.00
4946076 SARATOGA CA 95070 SFD 713% 6.250 $ 4,877.73 360 1-Feb-29 $ 724,000.00
4946185 COEUR D'ALENE ID 83815 SFD 713% 6.250 $ 2,102.00 360 1-Jan-29 $ 311,750.50
4946222 SALT LAKE CITY UT 84000 SFD 713% 6.250 $ 985.31 360 1-Jan-29 $ 146,133.05
4946297 MOUNTAIN VIEW CA 94040 SFD 675% 6.250 $ 2,711.15 360 1-Feb-29 $ 418,000.00
4946326 BURBANK CA 91504 SFD 738% 6.250 $ 1,955.65 360 1-Feb-29 $ 283,150.00
4946518 SONOMA CA 95476 SFD 713% 6.250 $ 1,381.12 360 1-Dec-28 $ 204,671.16
4946563 BARNEGAT NJ 08008 SFD 738% 6.250 $ 690.68 360 1-Dec-28 $ 99,246.73
4946582 LOS ANGELES CA 90024 LCO 738% 6.250 $ 1,657.62 360 1-Nov-28 $ 239,448.77
4946611 LINCOLN CA 95648 SFD 738% 6.250 $ 1,926.98 360 1-Dec-28 $ 278,574.11
4946647 RANCHO CUCAMONGA CA 91701 SFD 725% 6.250 $ 2,685.05 360 1-Dec-28 $ 392,984.05
4946652 SAN DIEGO CA 92104 SFD 688% 6.250 $ 1,904.44 360 1-Dec-28 $ 289,411.49
4946697 SAN FRANCISCO CA 94124 SFD 725% 6.250 $ 1,689.07 360 1-Dec-28 $ 247,212.53
4946871 SAN FRANCISCO CA 94117 SFD 675% 6.250 $ 4,008.34 360 1-Feb-29 $ 618,000.00
4946974 SHERMAN OAKS CA 91423 SFD 713% 6.250 $ 1,879.67 360 1-Dec-28 $ 278,552.47
4946999 SAN JOSE CA 95129 SFD 750% 6.250 $ 2,992.64 360 1-Jan-29 $ 427,682.36
4947023 SALINAS CA 93908 SFD 725% 6.250 $ 2,251.18 360 1-Dec-28 $ 329,483.58
4947042 DUBLIN CA 94568 SFD 750% 6.250 $ 2,517.17 360 1-Dec-28 $ 359,463.99
4947075 CUPERTINO CA 95014 SFD 750% 6.250 $ 6,992.15 360 1-Feb-29 $ 1,000,000.00
4947087 ROCHESTER MI 48307 SFD 650% 6.233 $ 2,340.81 360 1-Jan-29 $ 370,005.20
4947089 SAN JOSE CA 95132 SFD 750% 6.250 $ 2,236.79 360 1-Jan-29 $ 319,662.59
4947133 SAN JOSE CA 95125 SFD 763% 6.250 $ 2,250.79 360 1-Feb-29 $ 318,000.00
4947176 WEST NEW YORK NJ 07093 LCO 688% 6.250 $ 2,135.02 360 1-Jan-29 $ 324,726.96
4947196 FAIR OAKS RANCH TX 78015 SFD 738% 6.250 $ 2,072.03 360 1-Jan-29 $ 299,771.72
4947457 HONOLULU HI 96821 SFD 775% 6.250 $ 4,298.48 360 1-Jan-29 $ 599,576.52
4947463 BURBANK CA 91506 SFD 663% 6.250 $ 1,760.86 360 1-Dec-28 $ 274,513.39
4947493 HUNTINGTON BEACH CA 92648 SFD 725% 6.250 $ 2,698.01 360 1-Feb-29 $ 395,500.00
4947670 ELMSFORD NY 10523 SFD 750% 6.250 $ 964.92 360 1-Feb-29 $ 138,000.00
4947841 SOUTH POMFRET VT 05053 SFD 700% 6.250 $ 2,601.34 360 1-Feb-29 $ 391,000.00
4947850 JACKSON WY 83001 SFD 713% 6.250 $ 2,883.52 360 1-Feb-29 $ 428,000.00
4947857 NEW CANAAN CT 06840 SFD 663% 6.250 $ 1,895.33 360 1-Feb-29 $ 296,000.00
4947907 SEATTLE WA 98112 SFD 700% 6.250 $ 1,840.23 360 1-Jan-29 $ 276,373.27
4947935 WEST LINN OR 97068 SFD 700% 6.250 $ 1,753.74 360 1-Feb-29 $ 263,600.00
4947998 GREAT FALLS VA 22066 SFD 725% 6.250 $ 2,251.19 360 1-Feb-29 $ 330,000.00
4948023 GRANITE BAY CA 95746 SFD 725% 6.250 $ 2,122.94 360 1-Feb-29 $ 311,200.00
4948029 WALNUT CREEK CA 94596 SFD 750% 6.250 $ 1,834.74 360 1-Feb-29 $ 262,400.00
4948152 SAN JOSE CA 95123 SFD 725% 6.250 $ 2,012.42 360 1-Jan-29 $ 294,769.88
4948177 SEATTLE WA 98119 SFD 763% 6.250 $ 2,123.38 360 1-Jan-29 $ 299,782.87
4948197 TRABUCO CANYON CA 92679 SFD 725% 6.250 $ 2,510.41 360 1-Feb-29 $ 368,000.00
4948228 MIAMI FL 33176 SFD 738% 6.250 $ 2,921.56 360 1-Jan-29 $ 422,678.13
4948239 COLORADO SPRINGS CO 80919 SFD 725% 6.250 $ 2,182.97 360 1-Feb-29 $ 320,000.00
4948268 LOS ANGELES CA 90068 SFD 713% 6.250 $ 3,166.48 360 1-Feb-29 $ 470,000.00
4948333 GLEN ELLYN IL 60137 SFD 713% 6.250 $ 2,789.19 360 1-Feb-29 $ 414,000.00
4948383 GLENDORA CA 91740 SFD 725% 6.250 $ 2,240.95 360 1-Jan-29 $ 328,243.74
4948394 ANAHEIM CA 92808 SFD 688% 6.250 $ 1,964.22 360 1-Jan-29 $ 298,748.80
4948401 PALO ALTO CA 94303 SFD 700% 6.250 $ 1,867.51 360 1-Jan-29 $ 280,469.91
4948413 WOODSIDE CA 94025 SFD 725% 6.250 $ 3,523.45 360 1-Feb-29 $ 516,500.00
4948446 GREEN OAK TWP MI 48178 SFD 775% 6.250 $ 1,967.14 355 1-Jul-28 $ 273,198.43
4948454 SUNNYVALE CA 94087 SFD 688% 6.250 $ 2,200.71 360 1-Jan-29 $ 334,718.56
4948530 MENLO PARK CA 94025 SFD 750% 6.250 $ 3,622.98 360 1-Feb-29 $ 518,150.00
4948697 ANDOVER MA 01810 SFD 775% 6.250 $ 2,794.01 360 1-Feb-29 $ 390,000.00
4948786 LOS ALTOS CA 94024 SFD 700% 6.250 $ 2,388.44 360 1-Feb-29 $ 359,000.00
4948827 CUPERTINO CA 95014 SFD 725% 6.250 $ 1,978.32 360 1-Feb-29 $ 290,000.00
4948877 ROCKVILLE MD 20853 SFD 650% 6.233 $ 2,281.77 360 1-Feb-29 $ 361,000.00
4948919 GARDEN CITY NY 11530 LCO 738% 6.250 $ 2,939.52 360 1-Feb-29 $ 425,600.00
4949027 OAKDALE CA 95361 SFD 725% 6.250 $ 2,633.20 360 1-Dec-28 $ 385,395.95
4949033 SAN RAFAEL CA 94901 SFD 725% 6.250 $ 2,651.96 360 1-Feb-29 $ 388,750.00
4949038 ANAHEIM CA 92807 SFD 713% 6.250 $ 2,021.16 360 1-Jan-29 $ 299,760.09
4949054 SAN JOSE CA 95132 SFD 725% 6.250 $ 2,363.75 360 1-Feb-29 $ 346,500.00
4949059 SAN JOSE CA 95128 SFD 700% 6.250 $ 2,009.22 360 1-Feb-29 $ 302,000.00
4949121 SAN FRANCISCO CA 94122 SFD 700% 6.250 $ 2,235.42 360 1-Dec-28 $ 335,447.55
4949148 ALAMEDA CA 94501 SFD 750% 6.250 $ 2,286.44 360 1-Feb-29 $ 327,000.00
4949175 SHERMAN OAKS CA 91403 SFD 738% 6.250 $ 2,154.91 360 1-Jan-29 $ 311,762.59
4949272 SAN CARLOS CA 94070 SFD 738% 6.250 $ 2,210.17 360 1-Feb-29 $ 320,000.00
4949286 VALLEY STREAM NY 11581 SFD 700% 6.250 $ 1,679.89 360 1-Jan-29 $ 252,293.03
4949329 SAN FRANCISCO CA 94116 SFD 725% 6.250 $ 2,026.07 360 1-Feb-29 $ 297,000.00
4949386 UNIVERSITY PARK TX 75225 SFD 725% 6.250 $ 3,001.58 360 1-Jan-29 $ 439,656.76
4949480 GLENDALE CA 91201 SFD 713% 6.250 $ 3,153.01 360 1-Feb-29 $ 468,000.00
4949505 SAN FRANCISCO CA 94107 LCO 788% 6.250 $ 2,204.22 360 1-Feb-29 $ 304,000.00
4949564 SAN JOSE CA 95120 SFD 725% 6.250 $ 3,342.66 360 1-Jan-29 $ 489,617.76
4949597 SMITHTOWN NY 11787 SFD 738% 6.250 $ 2,210.17 360 1-Dec-28 $ 319,511.50
4949603 DALLAS TX 75287 SFD 713% 6.250 $ 2,360.04 360 1-Jan-29 $ 349,909.32
4949685 PORTLAND OR 97221 SFD 700% 6.250 $ 2,869.12 360 1-Jan-29 $ 430,896.50
4949836 ROWLAND HEIGHTS CA 91748 SFD 725% 6.250 $ 1,910.10 360 1-Feb-29 $ 280,000.00
4949858 AGOURA HILLS CA 91301 SFD 750% 6.250 $ 2,447.26 360 1-Dec-28 $ 349,478.86
4949862 NORTHRIDGE CA 91324 SFD 688% 6.250 $ 1,819.70 360 1-Jan-29 $ 276,767.28
4949916 HUNTINGTON NY 11743 SFD 725% 6.250 $ 1,875.98 360 1-Feb-29 $ 275,000.00
4949944 CHARLOTTE NC 28277 SFD 713% 6.250 $ 1,819.04 360 1-Jan-29 $ 269,784.09
4949946 MORRIS TWP NJ 07961 SFD 750% 6.250 $ 1,756.43 360 1-Aug-28 $ 250,063.79
4949980 COTO DE CAZA CA 92679 PUD 738% 6.250 $ 1,878.64 360 1-Jan-29 $ 271,793.03
4950293 SAN JOSE CA 95111 SFD 725% 6.250 $ 1,882.81 360 1-Feb-29 $ 276,000.00
4950399 STERLING VA 20165 SFD 688% 6.250 $ 1,799.98 360 1-Jan-29 $ 273,769.81
4950534 SARATOGA CA 95070 SFD 713% 6.250 $ 3,132.80 360 1-Jan-29 $ 464,628.14
4950599 UPPER SADDLE RIVER NJ 07458 SFD 700% 6.250 $ 3,294.58 360 1-Feb-29 $ 495,200.00
4950622 PLEASANTON CA 94588 SFD 725% 6.250 $ 2,964.74 360 1-Feb-29 $ 434,600.00
4950693 HERMOSA BEACH CA 90254 SFD 713% 6.250 $ 3,301.23 360 1-Jan-29 $ 489,608.15
4950701 SAN JOSE CA 95148 SFD 663% 6.250 $ 1,716.04 360 1-Feb-29 $ 268,000.00
4950805 OAKLAND NJ 07436 SFD 725% 6.250 $ 1,364.35 360 1-Jan-29 $ 199,843.99
4950809 UPPER NYACK NY 10960 SFD 725% 6.250 $ 1,882.81 360 1-Feb-29 $ 276,000.00
4950913 FREMONT CA 94536 SFD 738% 6.250 $ 2,106.56 360 1-Feb-29 $ 305,000.00
4951003 WATER MILL NY 11976 SFD 700% 6.250 $ 2,528.15 360 1-Feb-29 $ 380,000.00
4951107 SAUSALITO CA 94965 SFD 688% 6.250 $ 3,527.71 360 1-Feb-29 $ 537,000.00
4951157 SAN JOSE CA 95135 SFD 700% 6.250 $ 2,757.68 360 1-Feb-29 $ 414,500.00
4951216 LAFAYETTE CA 94549 SFD 688% 6.250 $ 2,075.90 360 1-Feb-29 $ 316,000.00
4951244 MIDDLETOWN MD 21769 SFD 725% 6.250 $ 1,753.20 360 1-Feb-29 $ 257,000.00
4951257 RENFREW PA 16053 SFD 775% 6.250 $ 2,306.85 360 1-Feb-29 $ 322,000.00
4951318 EVERETT WA 98208 SFD 700% 6.250 $ 1,999.24 360 1-Jan-29 $ 300,253.68
4951337 LOS ANGELES CA 90025 SFD 738% 6.250 $ 2,389.74 360 1-Feb-29 $ 346,000.00
4951432 MISSION VIEJO CA 92691 SFD 700% 6.250 $ 1,989.26 360 1-Jan-29 $ 298,754.91
4951434 TORRANCE CA 90505 SFD 725% 6.250 $ 1,809.14 360 1-Jan-29 $ 264,993.11
4951463 WESTLAKE VILLAGE CA 91361 SFD 713% 6.250 $ 2,486.03 360 1-Feb-29 $ 369,000.00
4951477 MORGAN HILL CA 95037 SFD 713% 6.250 $ 2,054.85 360 1-Feb-29 $ 305,000.00
4951499 CASTLE ROCK CO 80104 SFD 738% 6.250 $ 2,382.83 360 1-Jan-29 $ 344,737.49
4951651 SAN JOSE CA 95134 SFD 738% 6.250 $ 1,747.41 360 1-Feb-29 $ 253,000.00
4951737 SEATTLE WA 98109 SFD 738% 6.250 $ 2,210.16 360 1-Jan-29 $ 319,756.51
4951807 ENCINITAS CA 92024 SFD 738% 6.250 $ 3,646.76 360 1-Jan-29 $ 527,598.24
4951812 BREA CA 92821 SFD 713% 6.250 $ 1,856.09 360 1-Jan-29 $ 275,279.69
4951815 TRABUCO CANYON CA 92679 SFD 713% 6.250 $ 2,189.59 360 1-Jan-29 $ 324,740.10
4951816 AFTON OK 74331 SFD 750% 6.250 $ 2,987.04 360 1-Aug-28 $ 425,267.79
4951843 CAMBRIDGE MA 02140 SFD 725% 6.250 $ 2,442.20 360 1-Feb-29 $ 358,000.00
4951913 THOUSAND OAKS CA 91320 SFD 725% 6.250 $ 1,978.32 360 1-Jan-29 $ 289,773.76
4951944 MILPITAS CA 95035 SFD 675% 6.250 $ 2,010.65 360 1-Jan-29 $ 309,733.10
4951952 FREMONT CA 94539 SFD 700% 6.250 $ 2,035.83 360 1-Jan-29 $ 305,749.17
4952029 SAN FRANCISCO CA 94121 SFD 750% 6.250 $ 2,059.19 360 1-Feb-29 $ 294,500.00
4952109 WALNUT CA 91789 SFD 700% 6.250 $ 2,070.42 360 1-Jan-29 $ 310,944.91
4952155 SAN JOSE CA 95123 SFD 738% 6.250 $ 1,795.76 360 1-Jan-29 $ 259,802.16
4952183 FREMONT CA 94539 SFD 725% 6.250 $ 2,544.52 360 1-Jan-29 $ 372,709.02
4952204 LA HONDA CA 94020 SFD 650% 6.233 $ 1,649.70 360 1-Jan-29 $ 260,763.75
4952234 OCCIDENTAL CA 95465 SFD 738% 6.250 $ 2,227.43 360 1-Jan-29 $ 322,254.60
4952275 BELL CANYON CA 91307 SFD 738% 6.250 $ 3,988.65 360 1-Jan-29 $ 577,060.57
4952308 SAN JOSE CA 95118 SFD 700% 6.250 $ 1,660.60 360 1-Jan-29 $ 249,395.40
4952323 SAN FRANCISCO CA 94127 SFD 738% 6.250 $ 2,983.72 360 1-Jan-29 $ 431,671.28
4952343 MOUNTAIN VIEW CA 94043 SFD 738% 6.250 $ 1,989.15 360 1-Feb-29 $ 288,000.00
4952352 ALEXANDRIA VA 22301 SFD 775% 6.250 $ 2,005.96 360 1-Sep-28 $ 278,999.02
4952389 RIVERSIDE CA 92506 SFD 700% 6.250 $ 2,005.89 360 1-Jan-29 $ 301,252.86
4952394 FAIRFAX VA 22031 SFD 763% 6.250 $ 2,434.82 360 1-Jul-28 $ 342,223.52
4952499 LONG BEACH CA 90815 SFD 738% 6.250 $ 1,878.64 360 1-Jan-29 $ 271,793.03
4952522 REDMOND WA 98052 SFD 663% 6.250 $ 1,656.49 360 1-Nov-28 $ 258,011.46
4952532 ISSAQUAH WA 98029 SFD 688% 6.250 $ 3,435.74 360 1-Nov-28 $ 521,674.28
4952549 PLEASANTON CA 94566 SFD 713% 6.250 $ 2,021.16 360 1-Feb-29 $ 300,000.00
4952613 SAN JOSE CA 95123 SFD 688% 6.250 $ 1,740.87 360 1-Feb-29 $ 265,000.00
4952645 HAYDEN LAKE ID 83835 SFD 700% 6.250 $ 2,341.86 360 1-Jan-29 $ 351,711.47
4952707 PALOS VERDES ESTATES CA 90274 SFD 675% 6.250 $ 6,485.99 360 1-Feb-29 $ 1,000,000.00
4952748 TORRANCE CA 90505 SFD 700% 6.250 $ 1,796.32 360 1-Jan-29 $ 269,778.68
4952828 CARDIFF CA 92007 SFD 738% 6.250 $ 2,027.14 360 1-Feb-29 $ 293,500.00
4952847 SAN JOSE CA 95131 SFD 688% 6.250 $ 1,997.06 360 1-Jan-29 $ 303,744.61
4952899 WINTER SPRINGS FL 32708 SFD 738% 6.250 $ 2,002.96 360 1-Feb-29 $ 290,000.00
4952911 WOODLAND HILLS CA 91367 SFD 700% 6.250 $ 2,661.21 360 1-Jan-29 $ 399,672.12
4952932 IRVINE CA 92620 SFD 700% 6.250 $ 2,588.03 360 1-Jan-29 $ 388,681.14
4952936 EL CAJON CA 92020 PUD 700% 6.250 $ 1,761.06 360 1-Jan-29 $ 264,483.02
4952965 FAYETTEVILLE GA 30215 SFD 688% 6.250 $ 1,744.15 360 1-Jan-29 $ 265,276.95
4952981 RANCHO PALOS VERDES CA 90275 SFD 738% 6.250 $ 3,246.17 360 1-Jan-29 $ 469,642.37
4953007 INCLINE VILLAGE NV 89451 SFD 688% 6.250 $ 3,015.30 360 1-Dec-28 $ 458,226.56
4953025 ISSAQUAH WA 98029 SFD 713% 6.250 $ 1,861.48 360 1-Feb-29 $ 276,300.00
4953125 ATHERTON CA 94027 SFD 800% 6.250 $ 4,769.47 360 1-Feb-29 $ 650,000.00
4953157 SAN CARLOS CA 94070 SFD 650% 6.233 $ 2,212.24 360 1-Jan-29 $ 349,683.59
4953165 LITTLETON CO 80128 SFD 738% 6.250 $ 2,900.84 360 1-Apr-28 $ 413,774.98
4953170 ROUND HILL VA 20141 SFD 725% 6.250 $ 2,319.40 360 1-Jun-28 $ 336,599.68
4953174 CHEVY CHASE MD 20815 SFD 750% 6.250 $ 2,281.54 360 1-Oct-28 $ 325,322.22
4953179 WILLIAMSBURG VA 23185 SFD 713% 6.250 $ 2,021.16 360 1-Oct-28 $ 299,031.78
4953189 SILVER SPRING MD 20904 SFD 738% 6.250 $ 1,690.78 360 1-Oct-28 $ 244,047.98
4953204 COVENTRY CT 06238 SFD 688% 6.250 $ 988.03 360 1-Jul-28 $ 149,500.11
4953208 LABADIE MO 63055 SFD 725% 6.250 $ 1,944.20 360 1-Jan-29 $ 284,777.68
4953229 VIENNA VA 22180 SFD 738% 6.250 $ 2,248.84 360 1-Jun-28 $ 323,574.79
4953240 MIDLOTHIAN VA 23113 SFD 725% 6.250 $ 1,897.14 360 1-Jun-28 $ 275,514.39
4953244 ALEXANDRIA VA 22315 SFD 713% 6.250 $ 1,751.67 360 1-Jul-28 $ 258,518.37
4953257 ALEXANDRIA VA 22305 SFD 750% 6.250 $ 1,728.46 360 1-Sep-28 $ 246,271.16
4953263 ARLINGTON VA 22207 SFD 713% 6.250 $ 1,767.30 360 1-Jun-28 $ 260,089.66
4953302 FAIRFAX VA 22033 SFD 763% 6.250 $ 2,746.95 360 1-Jun-28 $ 385,479.47
4953369 BERKELEY CA 94704 SFD 725% 6.250 $ 2,019.24 360 1-Feb-29 $ 296,000.00
4953489 MELBOURNE BEACH FL 32951 SFD 738% 6.250 $ 1,906.27 360 1-Aug-28 $ 273,698.68
4953504 SACRAMENTO CA 95864 SFD 663% 6.250 $ 2,106.62 360 1-Jan-29 $ 328,709.73
4953515 MILL VALLEY CA 94941 SFD 725% 6.250 $ 3,410.88 360 1-Jan-29 $ 499,609.95
4953650 PORTLAND OR 97201 SFD 738% 6.250 $ 4,351.25 360 1-Jan-29 $ 629,520.62
4953663 GRANITE BAY CA 95746 SFD 738% 6.250 $ 1,892.10 360 1-Jan-29 $ 273,741.55
4953664 MIDLOTHIAN VA 23113 SFD 763% 6.250 $ 2,272.38 360 1-Aug-28 $ 319,578.15
4953680 CHESTER MD 21619 SFD 700% 6.250 $ 3,193.46 360 1-Mar-28 $ 475,543.46
4953711 DUNN LORING VA 22027 SFD 725% 6.250 $ 2,330.66 360 1-Jun-28 $ 335,759.51
4953722 SILVER SPRING MD 20901 SFD 713% 6.250 $ 883.92 360 1-Nov-28 $ 130,843.21
4953738 SUNNYVALE CA 94087 SFD 700% 6.250 $ 2,629.28 360 1-Jan-29 $ 394,876.05
4953772 SAN FRANCISCO CA 94112 SFD 788% 6.250 $ 2,247.72 360 1-Feb-29 $ 310,000.00
4953777 NORTH POTOMAC MD 20878 SFD 738% 6.250 $ 2,310.92 240 1-Aug-18 $ 286,364.12
4953799 ROCKVILLE VA 23146 SFD 750% 6.250 $ 1,776.01 360 1-Apr-28 $ 252,060.99
4953810 RANCHO PALOS VERDES CA 90275 SFD 738% 6.250 $ 2,324.13 360 1-Jan-29 $ 336,243.95
4953812 TORRANCE CA 90503 SFD 725% 6.250 $ 1,910.10 360 1-Jan-29 $ 279,781.57
4953815 SAN MATEO CA 94402 SFD 725% 6.250 $ 3,294.92 360 1-Jan-29 $ 482,623.21
4953834 MILPITAS CA 95035 SFD 713% 6.250 $ 2,189.59 360 1-Feb-29 $ 325,000.00
4953857 TRACY CA 95376 SFD 700% 6.250 $ 2,714.43 360 1-Jan-29 $ 407,665.57
4953859 PALO ALTO CA 94306 SFD 725% 6.250 $ 2,373.98 360 1-Feb-29 $ 348,000.00
4953882 WOODSIDE CA 94062 SFD 775% 6.250 $ 2,005.96 360 1-Feb-29 $ 280,000.00
4954008 HOPKINTON MA 01748 SFD 738% 6.250 $ 2,112.78 360 1-Feb-29 $ 305,900.00
4954016 CARY NC 27513 SFD 725% 6.250 $ 1,828.24 360 1-May-28 $ 266,072.22
4954021 CLIFTON VA 20124 SFD 750% 6.250 $ 2,349.72 360 1-Jun-28 $ 334,010.54
4954024 SUNNYVALE CA 94086 SFD 688% 6.250 $ 2,622.46 360 1-Jun-28 $ 396,329.93
4954027 RICHMOND VA 23233 SFD 700% 6.250 $ 2,059.12 360 1-Jun-28 $ 307,428.44
4954045 CARDIFF CA 92007 SFD 725% 6.250 $ 4,004.37 360 1-Jun-28 $ 582,235.94
4954115 KNOXVILLE MD 21758 SFD 763% 6.250 $ 1,838.85 360 1-Sep-28 $ 258,725.42
4954134 ENCINITAS CA 92024 SFD 763% 6.250 $ 4,459.11 360 1-Jul-28 $ 626,746.61
4954146 STEVENSVILLE MD 21666 SFD 775% 6.250 $ 3,140.76 360 1-Jul-28 $ 436,191.59
4954175 RIVER FOREST IL 60305 SFD 775% 6.250 $ 2,063.27 360 1-Apr-28 $ 285,436.84
4954217 LOS GATOS CA 95032 SFD 713% 6.250 $ 3,570.71 360 1-Feb-29 $ 530,000.00
4954227 THE PLAINS VA 20198 SFD 700% 6.250 $ 5,122.83 360 1-Apr-28 $ 758,688.28
4954237 CUPERTINO CA 95014 SFD 725% 6.250 $ 2,942.23 360 1-Feb-29 $ 431,300.00
4954242 PIKESVILLE MD 21208 SFD 725% 6.250 $ 4,434.15 360 1-Aug-28 $ 646,461.13
4954262 RICHMOND VA 23229 SFD 750% 6.250 $ 2,125.62 360 1-Oct-28 $ 303,089.02
4954299 NEWPORT BEACH CA 92660 SFD 725% 6.250 $ 4,434.15 360 1-Feb-29 $ 650,000.00
4954323 BRICK NJ 08724 LCO 775% 6.250 $ 496.84 360 1-Oct-28 $ 69,152.28
4954364 FORT MYERS FL 33919 LCO 825% 6.250 $ 165.28 360 1-Nov-27 $ 21,779.12
4954397 MARATHON FL 33050 LCO 738% 6.250 $ 2,331.03 360 1-Feb-29 $ 337,500.00
4954401 RICHMOND VA 23221 SFD 713% 6.250 $ 2,348.46 240 1-Aug-18 $ 296,545.82
4954408 VIENNA VA 22181 PUD 663% 6.250 $ 2,159.13 360 1-Sep-28 $ 335,695.96
4954413 UNIVERSITY CITY MO 63130 SFD 738% 6.250 $ 2,486.43 360 1-Sep-28 $ 358,613.41
4954414 PLEASANTON CA 94566 SFD 725% 6.250 $ 2,551.34 360 1-Feb-29 $ 374,000.00
4954415 KENTFIELD CA 94904 SFD 713% 6.250 $ 4,102.95 360 1-Feb-29 $ 609,000.00
4954448 RESTON VA 20194 SFD 788% 6.250 $ 3,045.30 360 1-Jan-28 $ 416,088.93
4954465 GAITHERSBURG MD 20879 SFD 763% 6.250 $ 2,802.87 360 1-Jun-28 $ 390,539.54
4954469 LAFAYETTE CA 94549 SFD 750% 6.250 $ 1,887.88 360 1-Feb-29 $ 270,000.00
4954472 MIDLOTHIAN VA 23113 SFD 738% 6.250 $ 1,629.31 360 1-Aug-28 $ 234,806.27
4954475 SUNNYVALE CA 94087 SFD 738% 6.250 $ 3,356.69 360 1-Feb-29 $ 486,000.00
4954634 IRVINE CA 92614 SFD 750% 6.250 $ 2,171.07 360 1-Jan-29 $ 310,269.56
4954664 SEATTLE WA 98116 SFD 725% 6.250 $ 3,951.88 240 1-Feb-19 $ 500,000.00
4954677 DANA POINT CA 92629 SFD 650% 6.233 $ 1,896.21 360 1-Jan-29 $ 299,728.79
4954685 HOUSTON TX 77057 SFD 713% 6.250 $ 2,560.14 360 1-Jan-29 $ 379,696.11
4954908 PRINCETON NJ 08540 SFD 663% 6.250 $ 1,920.94 360 1-Jan-29 $ 299,735.31
4955014 ROWAYTON CT 06853 SFD 663% 6.250 $ 1,888.92 360 1-Jan-29 $ 294,739.73
4955022 FOSTER CITY CA 94404 SFD 750% 6.250 $ 2,961.18 360 1-Jan-29 $ 423,185.70
4955036 LOS ALTOS CA 94024 SFD 700% 6.250 $ 3,326.52 360 1-Feb-29 $ 500,000.00
4955087 PORTLAND OR 97209 SFD 763% 6.250 $ 2,491.43 360 1-Feb-29 $ 352,000.00
4955127 ISSAQUAH WA 98029 SFD 675% 6.250 $ 1,958.77 360 1-Feb-29 $ 302,000.00
4955255 SUNNYVALE CA 94087 SFD 675% 6.250 $ 2,075.52 360 1-Feb-29 $ 320,000.00
4955520 SAN JOSE CA 95123 SFD 725% 6.250 $ 1,957.85 360 1-Jan-29 $ 286,776.11
4955562 COTO DE CAZA CA 92688 SFD 713% 6.250 $ 2,122.21 360 1-Jan-29 $ 314,748.10
4955757 ORANGE CA 92869 SFD 738% 6.250 $ 2,313.77 360 1-Jan-29 $ 334,745.09
4955793 LOS ANGELES CA 90046 SFD 713% 6.250 $ 2,278.52 360 1-Jan-29 $ 337,929.55
4955815 SAN DIEGO CA 92130 SFD 700% 6.250 $ 3,093.66 360 1-Jan-29 $ 464,618.84
4955831 ENCINO CA 91436 SFD 700% 6.250 $ 2,661.21 360 1-Jan-29 $ 399,672.13
4955868 AGOURA HILLS CA 91301 SFD 700% 6.250 $ 4,324.46 360 1-Jan-29 $ 649,466.21
4955890 LAKE OSWEGO OR 97034 SFD 775% 6.250 $ 2,614.91 360 1-Feb-29 $ 365,000.00
4955948 HOUSTON TX 77027 SFD 688% 6.250 $ 2,088.05 360 1-Feb-29 $ 317,850.00
4956076 RANCHO CUCAMONGA CA 91737 SFD 738% 6.250 $ 2,106.56 360 1-Jan-29 $ 304,767.92
4956077 HUNTINGTON BEACH CA 92649 SFD 713% 6.250 $ 2,021.16 360 1-Jan-29 $ 299,760.09
4956116 FREMONT CA 94536 SFD 750% 6.250 $ 1,908.86 360 1-Feb-29 $ 273,000.00
4956256 NEWARK CA 94560 SFD 688% 6.250 $ 2,222.39 360 1-Jan-29 $ 338,015.79
4956340 KENT WA 98042 SFD 700% 6.250 $ 1,892.79 360 1-Feb-29 $ 284,500.00
4956358 LOS ANGELES CA 90069 SFD 738% 6.250 $ 4,223.48 360 1-Jan-29 $ 611,034.70
4956389 SAN RAFAEL CA 94901 SFD 750% 6.250 $ 2,027.72 360 1-Jan-29 $ 289,784.78
4956390 LAGUNA NIGUEL CA 92677 SFD 738% 6.250 $ 2,058.21 360 1-Jan-29 $ 297,773.25
4956394 WALNUT CREEK CA 94596 PUD 675% 6.250 $ 1,744.73 360 1-Jan-29 $ 268,768.40
4956409 ALAMO CA 94507 SFD 700% 6.250 $ 3,166.84 360 1-Jan-29 $ 475,609.83
4956427 SAN MATEO CA 94402 SFD 713% 6.250 $ 1,955.81 360 1-Feb-29 $ 290,300.00
4956428 LOS ANGELES CA 90048 SFD 625% 5.983 $ 2,185.80 360 1-Jan-29 $ 354,663.16
4956457 DELRAY BEACH FL 33483 SFD 688% 6.250 $ 2,056.19 360 1-Jan-29 $ 312,737.04
4956505 SCOTTS VALLEY CA 95066 SFD 738% 6.250 $ 3,177.11 360 1-Feb-29 $ 460,000.00
4956570 SOUTH PASADENA CA 91030 SFD 738% 6.250 $ 2,891.17 360 1-Feb-29 $ 418,600.00
4956608 MONTE SERENO CA 95030 SFD 713% 6.250 $ 3,321.44 360 1-Feb-29 $ 493,000.00
4956685 CUPERTINO CA 95014 SFD 713% 6.250 $ 2,560.14 360 1-Feb-29 $ 380,000.00
4956734 ZEPHYR COVE NV 89448 SFD 700% 6.250 $ 1,830.25 360 1-Jan-29 $ 274,874.50
4956749 LOS ANGELES CA 91316 SFD 688% 6.250 $ 2,169.84 360 1-Jan-29 $ 330,022.51
4956841 SAN RAMON CA 94583 SFD 725% 6.250 $ 2,112.02 360 1-Feb-29 $ 309,600.00
4956859 WALNUT CREEK CA 94595 SFD 675% 6.250 $ 1,640.96 360 1-Feb-29 $ 253,000.00
4956933 LOS GATOS CA 95032 SFD 725% 6.250 $ 1,882.81 360 1-Feb-29 $ 276,000.00
4957094 BOULDER CREEK CA 95006 SFD 663% 6.250 $ 2,049.00 360 1-Feb-29 $ 320,000.00
4957216 SAN JOSE CA 95120 SFD 750% 6.250 $ 3,146.47 360 1-Feb-29 $ 450,000.00
4957240 MOUTAIN VIEW CA 94040 SFD 725% 6.250 $ 1,766.84 360 1-Feb-29 $ 259,000.00
4957251 FREMONT CA 94539 SFD 700% 6.250 $ 2,030.51 360 1-Feb-29 $ 305,200.00
4957347 CLEARWATER FL 34615 SFD 688% 6.250 $ 2,233.56 360 1-Feb-29 $ 340,000.00
4957390 SAN CARLOS CA 94070 SFD 688% 6.250 $ 2,020.06 360 1-Jan-29 $ 307,241.66
4957399 MILPITAS CA 95035 SFD 725% 6.250 $ 2,263.98 360 1-Feb-29 $ 331,875.00
4957426 BOULDER CO 80303 SFD 738% 6.250 $ 1,711.39 360 1-Jan-29 $ 247,596.46
4957481 KIOWA CO 80117 SFD 738% 6.250 $ 1,837.20 360 1-Feb-29 $ 266,000.00
4957616 CALABASAS CA 91302 SFD 738% 6.250 $ 2,229.50 360 1-Jan-29 $ 322,554.38
4957696 LOVELAND CO 80538 SFD 700% 6.250 $ 1,969.30 360 1-Nov-28 $ 295,267.84
4957712 ANAHEIM CA 92808 PUD 738% 6.250 $ 1,933.90 360 1-Jan-29 $ 279,786.94
4957741 POTOMAC MD 20854 SFD 700% 6.250 $ 2,847.50 360 1-Jan-29 $ 427,649.17
4957743 PALM HARBOR FL 34683 SFD 700% 6.250 $ 4,045.04 360 1-Feb-29 $ 608,000.00
4958050 MERRICK NY 11566 SFD 688% 6.250 $ 3,521.14 360 1-Feb-29 $ 536,000.00
4958137 MOUNTAIN VIEW CA 94040 SFD 725% 6.250 $ 1,807.77 360 1-Feb-29 $ 265,000.00
4958276 MALIBU CA 90265 SFD 725% 6.250 $ 2,182.97 360 1-Jan-29 $ 319,750.37
4958572 RANCHO PALOS VERDE CA 90275 SFD 700% 6.250 $ 2,245.40 360 1-Jan-29 $ 337,223.35
4958574 MANHATTAN BEACH CA 90266 SFD 700% 6.250 $ 2,138.95 360 1-Jan-29 $ 321,236.47
4958582 LOS ANGELES CA 90008 SFD 738% 6.250 $ 1,840.65 360 1-Jan-29 $ 266,297.22
4958585 MORAGA CA 94556 SFD 725% 6.250 $ 1,991.96 360 1-Feb-29 $ 292,000.00
4958869 LISLE IL 60532 SFD 700% 6.250 $ 1,766.38 360 1-Feb-29 $ 265,500.00
4959006 MELBOURNE FL 32940 SFD 713% 6.250 $ 2,189.59 360 1-Feb-29 $ 325,000.00
4959057 CORTE MADERA CA 94925 SFD 725% 6.250 $ 2,483.12 360 1-Jan-29 $ 363,716.05
4959091 SANTA CLARA CA 95051 SFD 688% 6.250 $ 1,675.17 360 1-Dec-28 $ 254,405.21
4959180 SAN JOSE CA 95124 SFD 738% 6.250 $ 2,866.30 360 1-Jan-29 $ 414,684.22
4959191 SANTA MONICA CA 90403 SFD 688% 6.250 $ 1,872.25 360 1-Jan-29 $ 284,760.56
4959303 POWAY CA 92064 SFD 738% 6.250 $ 1,519.49 360 1-Jan-29 $ 217,741.63
4959409 LOS ANGELES CA 91326 SFD 700% 6.250 $ 1,743.10 360 1-Jan-29 $ 261,785.24
4959527 MUTTONTOWN NY 11791 SFD 750% 6.250 $ 3,731.01 360 1-Feb-29 $ 533,600.00
4959816 MORGAN HILL CA 95037 SFD 675% 6.250 $ 2,769.52 360 1-Feb-29 $ 427,000.00
4959919 SAN FRANCISCO CA 94122 SFD 725% 6.250 $ 1,838.81 360 1-Jan-29 $ 269,339.73
4959934 OAKLAND CA 94705 SFD 725% 6.250 $ 2,878.78 360 1-Jan-29 $ 421,670.81
4959941 CUPERTINO CA 95014 SFD 738% 6.250 $ 2,572.76 360 1-Jan-29 $ 372,216.57
4960412 KENSINGTON CA 94707 SFD 688% 6.250 $ 1,970.79 360 1-Jan-29 $ 299,747.96
4960430 CARLSBAD CA 92009 SFD 725% 6.250 $ 4,093.06 360 1-Jan-29 $ 599,531.94
4960450 BEVERLY HILLS CA 90210 SFD 725% 6.250 $ 2,926.54 360 1-Feb-29 $ 429,000.00
4960921 BERKELEY CA 94702 SFD 675% 6.250 $ 2,130.97 360 1-Nov-28 $ 327,696.59
4961115 SAN JOSE CA 95131 SFD 738% 6.250 $ 1,851.01 360 1-Feb-29 $ 268,000.00
4961653 LOS ANGELES CA 90049 SFD 713% 6.250 $ 6,215.06 360 1-Feb-29 $ 922,500.00
4961659 WOODSIDE CA 94062 SFD 688% 6.250 $ 6,569.29 360 1-Feb-29 $ 1,000,000.00
4962039 LITTLETON CO 80128 SFD 700% 6.250 $ 2,337.87 360 1-Feb-29 $ 351,400.00
4962554 SAN CARLOS CA 94070 SFD 738% 6.250 $ 2,468.48 360 1-Feb-29 $ 357,400.00
4963642 HOUSTON TX 77005 SFD 675% 6.250 $ 3,502.43 360 1-Feb-29 $ 540,000.00
4964041 IRVINE CA 92620 SFD 675% 6.250 $ 2,270.09 360 1-Nov-28 $ 349,090.89
4964048 ARLINGTON VA 22207 SFD 738% 6.250 $ 3,602.57 360 1-Nov-28 $ 519,998.27
4964058 GAITHERSBURG MD 20882 SFD 763% 6.250 $ 1,788.95 360 1-Dec-28 $ 251,964.54
4964091 DEL MAR CA 92014 SFD 725% 6.250 $ 2,714.38 360 1-Dec-28 $ 397,277.33
4964282 HALF MOON BAY CA 94019 SFD 713% 6.250 $ 4,171.67 360 1-Dec-28 $ 618,206.72
4964546 COTO DE CAZA AREA CA 92679 SFD 738% 6.250 $ 2,541.68 360 1-Nov-28 $ 367,154.78
4964558 EDEN PRAIRIE MN 55347 SFD 688% 6.250 $ 3,301.07 360 1-Dec-28 $ 501,653.26
4964613 PLEASANTON CA 94588 SFD 750% 6.250 $ 2,359.85 360 1-Nov-28 $ 336,488.67
4964640 SAN JOSE CA 95124 SFD 725% 6.250 $ 2,278.47 360 1-Nov-28 $ 333,213.61
4964727 SAUSALITO CA 94965 SFD 725% 6.250 $ 2,476.30 360 1-Dec-28 $ 362,431.95
4964781 TRABUCO CANYON CA 92679 SFD 725% 6.250 $ 1,787.31 360 1-Jan-29 $ 261,795.61
4964784 RANCHO SANTA MARGARITA CA 92688 SFD 738% 6.250 $ 1,740.50 360 1-Nov-28 $ 251,421.20
4965021 SAN DIEGO CA 92122 LCO 750% 6.250 $ 1,718.67 360 1-Nov-28 $ 245,249.32
4965167 HOPKINTON MA 01748 SFD 663% 6.250 $ 1,792.24 360 1-Nov-28 $ 279,155.03
4965634 ANAHEIM CA 92807 SFD 738% 6.250 $ 1,906.27 360 1-Jan-29 $ 275,789.98
4965677 LA JOLLA CA 92037 SFD 713% 6.250 $ 1,935.80 360 1-Feb-29 $ 287,330.00
4965715 DANVILLE CA 94506 SFD 738% 6.250 $ 2,465.72 360 1-Dec-28 $ 356,455.02
4965903 MECHANICSBURG PA 17055 SFD 700% 6.250 $ 2,581.37 360 1-Dec-28 $ 387,362.07
4966037 SAN DIEGO CA 92128 SFD 738% 6.250 $ 3,453.38 360 1-Jan-29 $ 499,619.54
4966065 FOSTER CITY CA 94404 SFD 738% 6.250 $ 2,037.49 360 1-Feb-29 $ 295,000.00
4966174 UNIONDALE NY 11553 SFD 775% 6.250 $ 680.59 360 1-Feb-29 $ 95,000.00
4966175 TAPPAN NY 10983 SFD 725% 6.250 $ 1,875.98 360 1-Feb-29 $ 275,000.00
4966433 MILLSTONE NJ 07726 SFD 713% 6.250 $ 3,294.49 360 1-Feb-29 $ 489,000.00
4966451 FOSTER CITY CA 94404 SFD 738% 6.250 $ 2,189.44 360 1-Jan-29 $ 316,758.79
4966564 CHARLOTTE NC 28211 SFD 688% 6.250 $ 1,970.79 360 1-Feb-29 $ 300,000.00
4967896 PACIFICA CA 94044 SFD 713% 6.250 $ 1,792.09 360 1-Dec-28 $ 265,573.31
4967904 SCITUATE MA 02066 SFD 688% 6.250 $ 1,721.15 360 1-Nov-28 $ 261,335.89
$ 217,081,630.40
<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>
4648162 79.17 0.250 0.017 0.858
4729714 74.54 0.250 0.017 1.108
4782787 75.00 0.250 0.017 1.108
4792302 80.00 0.250 0.017 0.733
4800342 80.00 0.250 0.017 0.608
4808783 80.00 0.250 0.017 0.233
4828651 80.00 0.250 0.017 0.983
4839706 80.00 0.250 0.017 0.858
4852692 89.99 17 0.250 0.017 0.733
4856151 94.67 11 0.250 0.017 1.183
4856611 78.21 0.250 0.017 0.983
4859375 90.00 1 0.250 0.017 0.733
4861391 70.41 0.250 0.017 0.733
4861626 90.00 12 0.250 0.017 1.483
4863150 66.67 0.250 0.017 0.233
4865015 78.74 0.250 0.017 1.108
4865301 80.00 0.250 0.017 0.483
4866244 72.19 0.250 0.017 1.233
4869565 58.85 0.250 0.017 0.608
4872231 79.02 0.250 0.017 0.608
4875781 68.75 0.250 0.017 0.608
4875789 62.98 0.250 0.017 0.858
4877271 85.00 24 0.250 0.017 0.983
4879068 80.00 0.250 0.017 1.108
4879640 70.80 0.250 0.017 0.733
4880019 95.00 6 0.250 0.017 0.983
4880065 64.63 0.250 0.017 0.608
4880910 78.45 0.250 0.017 0.733
4882422 75.00 0.250 0.017 0.783
4882576 54.05 0.250 0.017 0.608
4882824 74.47 0.250 0.017 0.833
4882844 79.99 0.250 0.017 0.883
4883523 61.95 0.250 0.017 0.933
4883548 60.00 0.250 0.017 1.033
4884569 89.99 1 0.250 0.017 0.933
4885077 34.13 0.250 0.017 0.858
4885742 80.00 0.250 0.017 0.883
4886020 89.00 11 0.250 0.017 0.883
4886052 74.69 0.250 0.017 0.883
4886176 80.00 0.250 0.017 0.633
4888200 77.50 0.250 0.017 0.608
4889183 67.86 0.250 0.017 0.733
4891299 73.77 0.250 0.017 0.608
4891632 65.37 0.250 0.017 0.483
4891638 65.00 0.250 0.017 0.233
4891687 73.85 0.250 0.017 1.108
4892173 95.00 12 0.250 0.017 1.108
4894003 65.30 0.250 0.017 0.858
4894965 89.96 6 0.250 0.017 0.358
4895254 60.42 0.250 0.017 0.483
4896030 74.93 0.250 0.017 0.483
4898014 41.67 0.250 0.017 0.483
4898339 78.43 0.250 0.017 0.483
4898674 75.00 0.250 0.017 0.733
4899859 89.44 6 0.250 0.017 0.733
4899943 95.00 24 0.250 0.017 0.733
4900362 66.92 0.250 0.017 0.608
4900710 79.82 0.250 0.017 0.000
4901126 32.87 0.250 0.017 0.858
4902788 80.00 0.250 0.017 0.858
4903113 42.96 0.250 0.017 0.858
4903202 49.49 0.250 0.017 0.483
4903501 69.05 0.250 0.017 0.483
4903529 85.23 1 0.250 0.017 0.733
4904943 77.94 0.250 0.017 0.358
4905095 69.47 0.250 0.017 0.108
4905217 90.00 1 0.250 0.017 0.483
4907509 90.00 1 0.250 0.017 0.733
4907666 79.69 0.250 0.017 0.858
4908487 58.76 0.250 0.017 0.608
4908819 69.90 0.250 0.017 0.108
4911795 60.38 0.250 0.017 1.108
4912113 52.06 0.250 0.017 1.233
4912930 73.92 0.250 0.017 0.608
4913545 74.85 0.250 0.017 0.858
4913740 80.00 0.250 0.017 0.608
4915033 94.98 1 0.250 0.017 1.358
4915282 68.88 0.250 0.017 0.983
4915812 68.95 0.250 0.017 0.608
4915949 75.00 0.250 0.017 1.233
4915996 78.11 0.250 0.017 0.733
4916585 80.00 0.250 0.017 0.733
4916857 58.73 0.250 0.017 0.608
4916930 60.76 0.250 0.017 0.358
4917583 76.35 0.250 0.017 0.483
4921059 79.69 0.250 0.017 1.108
4922066 79.59 0.250 0.017 0.858
4922101 80.00 0.250 0.017 0.733
4922397 53.13 0.250 0.017 0.733
4922447 75.76 0.250 0.017 1.108
4922523 79.99 0.250 0.017 0.733
4923653 66.15 0.250 0.017 1.358
4923869 75.00 0.250 0.017 0.358
4924228 80.00 0.250 0.017 1.358
4925328 77.54 0.250 0.017 0.858
4925769 50.42 0.250 0.017 0.608
4926137 53.54 0.250 0.017 0.733
4926347 89.01 11 0.250 0.017 0.733
4926650 75.00 0.250 0.017 0.858
4927337 87.81 0.250 0.017 0.358
4927339 90.00 1 0.250 0.017 0.483
4927730 65.22 0.250 0.017 0.358
4927906 80.00 0.250 0.017 0.983
4928137 80.00 0.250 0.017 0.483
4928516 62.63 0.250 0.017 0.983
4928590 89.99 1 0.250 0.017 1.108
4928785 71.82 0.250 0.017 0.608
4928853 71.79 0.250 0.017 1.233
4928966 80.00 0.250 0.017 0.983
4928996 65.17 0.250 0.017 0.983
4929820 70.00 0.250 0.017 0.733
4930400 80.00 0.250 0.017 0.608
4930415 80.00 0.250 0.017 0.608
4930452 74.99 0.250 0.017 0.733
4930652 75.00 0.250 0.017 0.483
4930720 58.33 0.250 0.017 0.608
4931393 74.99 0.250 0.017 1.233
4931477 80.00 0.250 0.017 0.483
4931488 79.99 0.250 0.017 0.608
4931534 83.88 1 0.250 0.017 0.483
4931578 74.72 0.250 0.017 0.608
4931660 68.52 0.250 0.017 0.608
4931743 73.00 0.250 0.017 1.358
4932217 80.00 0.250 0.017 0.608
4932252 80.00 0.250 0.017 0.858
4932284 75.00 0.250 0.017 0.983
4932525 75.84 0.250 0.017 1.108
4932837 45.45 0.250 0.017 0.483
4932866 75.00 0.250 0.017 0.733
4932887 90.00 6 0.250 0.017 0.608
4932910 59.18 0.250 0.017 0.733
4932975 85.00 17 0.250 0.017 0.858
4933003 59.83 0.250 0.017 0.483
4933039 35.29 0.250 0.017 0.000
4933068 64.03 0.250 0.017 1.233
4933236 80.00 0.250 0.017 0.983
4933384 53.70 0.250 0.017 0.483
4933542 78.33 0.250 0.017 0.858
4933615 78.44 0.250 0.017 0.108
4933804 80.00 0.250 0.017 1.108
4933833 80.00 0.250 0.017 1.108
4934067 90.00 6 0.250 0.017 0.733
4934614 73.92 0.250 0.017 0.733
4934869 71.57 0.250 0.017 0.733
4935151 86.58 33 0.250 0.017 1.108
4935492 71.64 0.250 0.017 0.733
4935742 80.00 0.250 0.017 0.233
4935760 80.00 0.250 0.017 0.858
4935828 71.95 0.250 0.017 0.358
4936002 79.75 0.250 0.017 0.858
4936069 45.24 0.250 0.017 0.000
4936435 90.00 11 0.250 0.017 0.608
4936511 73.22 0.250 0.017 0.483
4936692 68.68 0.250 0.017 0.233
4936908 90.00 17 0.250 0.017 0.858
4936915 80.00 0.250 0.017 0.858
4937056 75.73 0.250 0.017 0.483
4937063 74.26 0.250 0.017 0.733
4937084 80.00 0.250 0.017 0.108
4937102 80.00 0.250 0.017 0.983
4937110 80.00 0.250 0.017 0.108
4937112 80.00 0.250 0.017 0.483
4937146 38.46 0.250 0.017 1.108
4937154 80.00 0.250 0.017 0.983
4937155 69.82 0.250 0.017 0.733
4937197 88.89 6 0.250 0.017 0.358
4937227 76.47 0.250 0.017 0.733
4937244 77.18 0.250 0.017 0.858
4937250 72.15 0.250 0.017 0.358
4937295 75.76 0.250 0.017 0.358
4937302 74.96 0.250 0.017 0.733
4937360 74.88 0.250 0.017 0.233
4937385 72.62 0.250 0.017 0.483
4937462 90.00 6 0.250 0.017 0.608
4937652 75.00 0.250 0.017 0.733
4937750 89.41 11 0.250 0.017 1.358
4937774 59.10 0.250 0.017 0.858
4937842 90.00 12 0.250 0.017 0.483
4937879 74.70 0.250 0.017 0.608
4937943 70.96 0.250 0.017 0.608
4937972 80.00 0.250 0.017 0.233
4937990 79.22 0.250 0.017 0.483
4937998 89.99 12 0.250 0.017 0.608
4938002 77.91 0.250 0.017 0.733
4938117 94.99 13 0.250 0.017 0.983
4938137 78.02 0.250 0.017 0.483
4938213 95.00 11 0.250 0.017 0.983
4938314 73.68 0.250 0.017 0.483
4938329 75.57 0.250 0.017 0.733
4938369 52.70 0.250 0.017 0.000
4938450 75.00 0.250 0.017 0.733
4938466 94.99 17 0.250 0.017 0.733
4938470 80.00 0.250 0.017 0.233
4938496 80.00 0.250 0.017 0.233
4938526 75.20 0.250 0.017 0.000
4938550 80.00 0.250 0.017 0.608
4938581 74.03 0.250 0.017 0.608
4938603 89.95 17 0.250 0.017 0.483
4938656 68.09 0.250 0.017 0.483
4938685 70.74 0.250 0.017 0.983
4938703 69.88 0.250 0.017 0.858
4938746 37.68 0.250 0.017 0.733
4938756 74.29 0.250 0.017 0.858
4938976 79.97 0.250 0.017 0.983
4939004 75.00 0.250 0.017 0.733
4939006 80.00 0.250 0.017 0.233
4939008 87.94 17 0.250 0.017 0.733
4939145 70.80 0.250 0.017 0.858
4939180 45.42 0.250 0.017 0.858
4939355 50.00 0.250 0.017 0.358
4939359 74.95 0.250 0.017 0.733
4939366 61.74 0.250 0.017 0.358
4939409 67.03 0.250 0.017 0.358
4939479 80.00 0.250 0.017 0.733
4939488 79.99 0.250 0.017 0.858
4939506 80.00 0.250 0.017 0.983
4939521 76.00 0.250 0.017 0.608
4939565 67.92 0.250 0.017 0.358
4939639 79.99 0.250 0.017 0.483
4939702 80.00 0.250 0.017 0.858
4940028 78.90 0.250 0.017 1.233
4940164 80.00 0.250 0.017 0.983
4940391 80.00 0.250 0.017 0.608
4940527 80.00 0.250 0.017 0.983
4940730 80.00 0.250 0.017 1.233
4940760 80.00 0.250 0.017 0.858
4940802 79.59 0.250 0.017 0.608
4941167 90.00 13 0.250 0.017 0.733
4941198 73.21 0.250 0.017 0.483
4941200 80.00 0.250 0.017 0.358
4941227 90.00 1 0.250 0.017 1.233
4941329 80.00 0.250 0.017 0.608
4941416 80.00 0.250 0.017 0.983
4941555 55.56 0.250 0.017 0.483
4941656 67.22 0.250 0.017 0.858
4941665 63.18 0.250 0.017 0.858
4941707 67.53 0.250 0.017 0.733
4941850 77.95 0.250 0.017 0.358
4942001 73.81 0.250 0.017 0.733
4942041 52.80 0.250 0.017 0.233
4942145 76.32 0.250 0.017 0.483
4942187 61.32 0.250 0.017 0.733
4942250 73.48 0.250 0.017 0.733
4942278 78.94 0.250 0.017 0.483
4942302 77.93 0.250 0.017 0.733
4942333 87.33 12 0.250 0.017 0.608
4942373 89.97 17 0.250 0.017 0.358
4942374 78.79 0.250 0.017 0.858
4942454 72.42 0.250 0.017 0.483
4942589 80.00 0.250 0.017 0.608
4942607 77.66 0.250 0.017 0.483
4942739 89.87 33 0.250 0.017 0.733
4942765 75.00 0.250 0.017 0.733
4942896 72.99 0.250 0.017 1.108
4942995 76.25 0.250 0.017 0.983
4943033 63.33 0.250 0.017 0.983
4943038 80.00 0.250 0.017 0.858
4943083 69.38 0.250 0.017 0.983
4943085 70.47 0.250 0.017 0.233
4943121 65.10 0.250 0.017 0.858
4943136 84.85 11 0.250 0.017 0.858
4943160 78.24 0.250 0.017 1.358
4943226 79.99 0.250 0.017 0.983
4943235 90.00 12 0.250 0.017 0.733
4943260 69.32 0.250 0.017 0.733
4943293 24.97 0.250 0.017 0.483
4943332 90.00 1 0.250 0.017 0.000
4943416 79.80 0.250 0.017 0.608
4943518 38.10 0.250 0.017 0.608
4943745 83.13 17 0.250 0.017 0.733
4943812 50.74 0.250 0.017 0.483
4943875 69.16 0.250 0.017 0.858
4943915 69.90 0.250 0.017 0.733
4944167 80.00 0.250 0.017 0.733
4944180 70.00 0.250 0.017 0.733
4944193 90.00 6 0.250 0.017 0.733
4944264 62.50 0.250 0.017 0.108
4944266 79.99 0.250 0.017 1.233
4944303 80.00 0.250 0.017 0.983
4944324 80.00 0.250 0.017 0.733
4944352 80.00 0.250 0.017 0.608
4944400 80.00 0.250 0.017 0.483
4944469 55.86 0.250 0.017 0.733
4944524 80.00 0.250 0.017 0.983
4944629 69.59 0.250 0.017 0.858
4944632 73.68 0.250 0.017 0.858
4944688 75.49 0.250 0.017 0.858
4944719 80.00 0.250 0.017 0.483
4944830 80.00 0.250 0.017 0.608
4944896 74.99 0.250 0.017 0.983
4944975 80.00 0.250 0.017 0.358
4945111 73.56 0.250 0.017 0.858
4945123 67.37 0.250 0.017 0.858
4945126 89.97 11 0.250 0.017 1.108
4945149 73.50 0.250 0.017 0.858
4945348 59.11 0.250 0.017 0.733
4945495 37.04 0.250 0.017 0.608
4945554 77.75 0.250 0.017 0.858
4945601 69.77 0.250 0.017 0.858
4945608 69.33 0.250 0.017 0.483
4945625 63.89 0.250 0.017 0.483
4945692 68.14 0.250 0.017 0.733
4945933 80.00 0.250 0.017 0.483
4946035 39.37 0.250 0.017 0.233
4946076 46.71 0.250 0.017 0.608
4946185 80.00 0.250 0.017 0.608
4946222 75.00 0.250 0.017 0.608
4946297 64.31 0.250 0.017 0.233
4946326 89.89 11 0.250 0.017 0.858
4946518 65.71 0.250 0.017 0.608
4946563 69.11 0.250 0.017 0.858
4946582 80.00 0.250 0.017 0.858
4946611 90.00 1 0.250 0.017 0.858
4946647 80.00 0.250 0.017 0.733
4946652 69.86 0.250 0.017 0.358
4946697 80.00 0.250 0.017 0.733
4946871 56.18 0.250 0.017 0.233
4946974 79.71 0.250 0.017 0.608
4946999 80.00 0.250 0.017 0.983
4947023 66.00 0.250 0.017 0.733
4947042 70.60 0.250 0.017 0.983
4947075 50.00 0.250 0.017 0.983
4947087 90.00 1 0.250 0.017 0.000
4947089 79.98 0.250 0.017 0.983
4947133 74.82 0.250 0.017 1.108
4947176 71.40 0.250 0.017 0.358
4947196 68.97 0.250 0.017 0.858
4947457 48.00 0.250 0.017 1.233
4947463 61.11 0.250 0.017 0.108
4947493 52.38 0.250 0.017 0.733
4947670 69.00 0.250 0.017 0.983
4947841 61.09 0.250 0.017 0.483
4947850 71.33 0.250 0.017 0.608
4947857 41.11 0.250 0.017 0.108
4947907 73.76 0.250 0.017 0.483
4947935 80.00 0.250 0.017 0.483
4947998 71.74 0.250 0.017 0.733
4948023 80.00 0.250 0.017 0.733
4948029 80.00 0.250 0.017 0.983
4948152 78.67 0.250 0.017 0.733
4948177 52.17 0.250 0.017 1.108
4948197 80.00 0.250 0.017 0.733
4948228 90.00 11 0.250 0.017 0.858
4948239 71.44 0.250 0.017 0.733
4948268 66.20 0.250 0.017 0.608
4948333 79.62 0.250 0.017 0.608
4948383 90.00 33 0.250 0.017 0.733
4948394 76.67 0.250 0.017 0.358
4948401 40.10 0.250 0.017 0.483
4948413 34.43 0.250 0.017 0.733
4948446 80.00 0.250 0.017 1.233
4948454 64.42 0.250 0.017 0.358
4948530 79.72 0.250 0.017 0.983
4948697 75.00 0.250 0.017 1.233
4948786 33.40 0.250 0.017 0.483
4948827 58.00 0.250 0.017 0.733
4948877 79.95 0.250 0.017 0.000
4948919 80.00 0.250 0.017 0.858
4949027 74.95 0.250 0.017 0.733
4949033 89.99 24 0.250 0.017 0.733
4949038 80.00 0.250 0.017 0.608
4949054 75.33 0.250 0.017 0.733
4949059 61.63 0.250 0.017 0.483
4949121 80.00 0.250 0.017 0.483
4949148 72.67 0.250 0.017 0.983
4949175 80.00 0.250 0.017 0.858
4949272 49.23 0.250 0.017 0.858
4949286 94.92 6 0.250 0.017 0.483
4949329 64.29 0.250 0.017 0.733
4949386 73.33 0.250 0.017 0.733
4949480 75.48 0.250 0.017 0.608
4949505 72.38 0.250 0.017 1.358
4949564 67.59 0.250 0.017 0.733
4949597 68.09 0.250 0.017 0.858
4949603 70.06 0.250 0.017 0.608
4949685 75.00 0.250 0.017 0.483
4949836 80.00 0.250 0.017 0.733
4949858 69.31 0.250 0.017 0.983
4949862 74.26 0.250 0.017 0.358
4949916 72.37 0.250 0.017 0.733
4949944 75.00 0.250 0.017 0.608
4949946 94.97 17 0.250 0.017 0.983
4949980 72.73 0.250 0.017 0.858
4950293 69.00 0.250 0.017 0.733
4950399 90.00 17 0.250 0.017 0.358
4950534 66.43 0.250 0.017 0.608
4950599 80.00 0.250 0.017 0.483
4950622 73.66 0.250 0.017 0.733
4950693 56.98 0.250 0.017 0.608
4950701 57.63 0.250 0.017 0.108
4950805 51.86 0.250 0.017 0.733
4950809 80.00 0.250 0.017 0.733
4950913 77.22 0.250 0.017 0.858
4951003 62.30 0.250 0.017 0.483
4951107 58.69 0.250 0.017 0.358
4951157 74.02 0.250 0.017 0.483
4951216 64.29 0.250 0.017 0.358
4951244 88.16 33 0.250 0.017 0.733
4951257 88.22 12 0.250 0.017 1.233
4951318 68.30 0.250 0.017 0.483
4951337 67.84 0.250 0.017 0.858
4951432 79.73 0.250 0.017 0.483
4951434 68.00 0.250 0.017 0.733
4951463 64.17 0.250 0.017 0.608
4951477 69.32 0.250 0.017 0.608
4951499 67.78 0.250 0.017 0.858
4951651 63.25 0.250 0.017 0.858
4951737 74.59 0.250 0.017 0.858
4951807 80.00 0.250 0.017 0.858
4951812 88.87 13 0.250 0.017 0.608
4951815 73.86 0.250 0.017 0.608
4951816 80.00 0.250 0.017 0.983
4951843 68.00 0.250 0.017 0.733
4951913 72.50 0.250 0.017 0.733
4951944 58.49 0.250 0.017 0.233
4951952 75.00 0.250 0.017 0.483
4952029 95.00 6 0.250 0.017 0.983
4952109 80.00 0.250 0.017 0.483
4952155 69.33 0.250 0.017 0.858
4952183 55.34 0.250 0.017 0.733
4952204 45.39 0.250 0.017 0.000
4952234 75.00 0.250 0.017 0.858
4952275 75.00 0.250 0.017 0.858
4952308 80.00 0.250 0.017 0.483
4952323 80.00 0.250 0.017 0.858
4952343 73.85 0.250 0.017 0.858
4952352 77.78 0.250 0.017 1.233
4952389 82.83 1 0.250 0.017 0.483
4952394 78.18 0.250 0.017 1.108
4952499 68.00 0.250 0.017 0.858
4952522 74.99 0.250 0.017 0.108
4952532 72.14 0.250 0.017 0.358
4952549 55.56 0.250 0.017 0.608
4952613 72.60 0.250 0.017 0.358
4952645 80.00 0.250 0.017 0.483
4952707 51.28 0.250 0.017 0.233
4952748 64.29 0.250 0.017 0.483
4952828 73.38 0.250 0.017 0.858
4952847 80.00 0.250 0.017 0.358
4952899 69.86 0.250 0.017 0.858
4952911 80.00 0.250 0.017 0.483
4952932 77.80 0.250 0.017 0.483
4952936 75.63 0.250 0.017 0.483
4952965 90.00 33 0.250 0.017 0.358
4952981 72.31 0.250 0.017 0.858
4953007 65.11 0.250 0.017 0.358
4953025 90.00 13 0.250 0.017 0.608
4953125 52.85 0.250 0.017 1.483
4953157 72.16 0.250 0.017 0.000
4953165 80.00 0.250 0.017 0.858
4953170 80.00 0.250 0.017 0.733
4953174 79.59 0.250 0.017 0.983
4953179 69.40 0.250 0.017 0.608
4953189 80.00 0.250 0.017 0.858
4953204 80.00 0.250 0.017 0.358
4953208 79.61 0.250 0.017 0.733
4953229 80.00 0.250 0.017 0.858
4953240 68.67 0.250 0.017 0.733
4953244 71.48 0.250 0.017 0.608
4953257 80.00 0.250 0.017 0.983
4953263 80.00 0.250 0.017 0.608
4953302 90.00 1 0.250 0.017 1.108
4953369 58.04 0.250 0.017 0.733
4953489 80.00 0.250 0.017 0.858
4953504 69.26 0.250 0.017 0.108
4953515 59.88 0.250 0.017 0.733
4953650 66.32 0.250 0.017 0.858
4953663 66.82 0.250 0.017 0.858
4953664 79.27 0.250 0.017 1.108
4953680 80.00 0.250 0.017 0.483
4953711 79.99 0.250 0.017 0.733
4953722 80.00 0.250 0.017 0.608
4953738 80.00 0.250 0.017 0.483
4953772 68.89 0.250 0.017 1.358
4953777 74.26 0.250 0.017 0.858
4953799 68.19 0.250 0.017 0.983
4953810 62.90 0.250 0.017 0.858
4953812 80.00 0.250 0.017 0.733
4953815 64.40 0.250 0.017 0.733
4953834 53.72 0.250 0.017 0.608
4953857 80.00 0.250 0.017 0.483
4953859 74.04 0.250 0.017 0.733
4953882 57.14 0.250 0.017 1.233
4954008 79.99 0.250 0.017 0.858
4954016 80.00 0.250 0.017 0.733
4954021 79.54 0.250 0.017 0.983
4954024 80.00 0.250 0.017 0.358
4954027 79.99 0.250 0.017 0.483
4954045 79.86 0.250 0.017 0.733
4954115 78.73 0.250 0.017 1.108
4954134 77.30 0.250 0.017 1.108
4954146 79.28 0.250 0.017 1.233
4954175 80.00 0.250 0.017 1.233
4954217 55.21 0.250 0.017 0.608
4954227 70.00 0.250 0.017 0.483
4954237 51.65 0.250 0.017 0.733
4954242 79.75 0.250 0.017 0.733
4954262 80.00 0.250 0.017 0.983
4954299 59.36 0.250 0.017 0.733
4954323 95.00 33 0.250 0.017 1.233
4954364 67.69 0.250 0.017 1.733
4954397 75.00 0.250 0.017 0.858
4954401 48.39 0.250 0.017 0.608
4954408 80.00 0.250 0.017 0.108
4954413 66.06 0.250 0.017 0.858
4954414 71.24 0.250 0.017 0.733
4954415 62.46 0.250 0.017 0.608
4954448 80.00 0.250 0.017 1.358
4954465 80.00 0.250 0.017 1.108
4954469 69.23 0.250 0.017 0.983
4954472 79.99 0.250 0.017 0.858
4954475 77.14 0.250 0.017 0.858
4954634 79.62 0.250 0.017 0.983
4954664 71.43 0.250 0.017 0.733
4954677 66.67 0.250 0.017 0.000
4954685 69.72 0.250 0.017 0.608
4954908 76.73 0.250 0.017 0.108
4955014 67.82 0.250 0.017 0.108
4955022 51.33 0.250 0.017 0.983
4955036 68.97 0.250 0.017 0.483
4955087 80.00 0.250 0.017 1.108
4955127 77.63 0.250 0.017 0.233
4955255 59.26 0.250 0.017 0.233
4955520 67.53 0.250 0.017 0.733
4955562 71.84 0.250 0.017 0.608
4955757 74.44 0.250 0.017 0.858
4955793 36.17 0.250 0.017 0.608
4955815 72.66 0.250 0.017 0.483
4955831 56.34 0.250 0.017 0.483
4955868 65.00 0.250 0.017 0.483
4955890 60.83 0.250 0.017 1.233
4955948 76.59 0.250 0.017 0.358
4956076 88.41 33 0.250 0.017 0.858
4956077 75.00 0.250 0.017 0.608
4956116 74.79 0.250 0.017 0.983
4956256 77.09 0.250 0.017 0.358
4956340 75.87 0.250 0.017 0.483
4956358 69.89 0.250 0.017 0.858
4956389 79.45 0.250 0.017 0.983
4956390 56.76 0.250 0.017 0.858
4956394 68.10 0.250 0.017 0.233
4956409 73.80 0.250 0.017 0.483
4956427 79.98 0.250 0.017 0.608
4956428 74.74 0.250 0.017 0.000
4956457 78.25 0.250 0.017 0.358
4956505 80.00 0.250 0.017 0.858
4956570 63.42 0.250 0.017 0.858
4956608 54.18 0.250 0.017 0.608
4956685 80.00 0.250 0.017 0.608
4956734 70.00 0.250 0.017 0.483
4956749 90.00 33 0.250 0.017 0.358
4956841 58.97 0.250 0.017 0.733
4956859 42.17 0.250 0.017 0.233
4956933 57.26 0.250 0.017 0.733
4957094 80.00 0.250 0.017 0.108
4957216 69.56 0.250 0.017 0.983
4957240 56.18 0.250 0.017 0.733
4957251 70.00 0.250 0.017 0.483
4957347 62.96 0.250 0.017 0.358
4957390 75.00 0.250 0.017 0.358
4957399 75.00 0.250 0.017 0.733
4957426 61.95 0.250 0.017 0.858
4957481 95.00 1 0.250 0.017 0.858
4957616 57.64 0.250 0.017 0.858
4957696 89.97 11 0.250 0.017 0.483
4957712 74.67 0.250 0.017 0.858
4957741 70.74 0.250 0.017 0.483
4957743 60.80 0.250 0.017 0.483
4958050 80.00 0.250 0.017 0.358
4958137 75.72 0.250 0.017 0.733
4958276 55.65 0.250 0.017 0.733
4958572 52.33 0.250 0.017 0.483
4958574 53.58 0.250 0.017 0.483
4958582 80.76 33 0.250 0.017 0.858
4958585 58.52 0.250 0.017 0.733
4958869 90.00 33 0.250 0.017 0.483
4959006 76.47 0.250 0.017 0.608
4959057 77.45 0.250 0.017 0.733
4959091 67.11 0.250 0.017 0.358
4959180 63.55 0.250 0.017 0.858
4959191 31.67 0.250 0.017 0.358
4959303 80.00 0.250 0.017 0.858
4959409 85.90 33 0.250 0.017 0.483
4959527 80.00 0.250 0.017 0.983
4959816 70.00 0.250 0.017 0.233
4959919 70.01 0.250 0.017 0.733
4959934 54.45 0.250 0.017 0.733
4959941 85.63 11 0.250 0.017 0.858
4960412 68.18 0.250 0.017 0.358
4960430 57.14 0.250 0.017 0.733
4960450 32.38 0.250 0.017 0.733
4960921 80.00 0.250 0.017 0.233
4961115 73.84 0.250 0.017 0.858
4961653 59.52 0.250 0.017 0.608
4961659 63.49 0.250 0.017 0.358
4962039 89.99 12 0.250 0.017 0.483
4962554 73.69 0.250 0.017 0.858
4963642 80.00 0.250 0.017 0.233
4964041 66.56 0.250 0.017 0.233
4964048 80.00 0.250 0.017 0.858
4964058 71.20 0.250 0.017 1.108
4964091 69.20 0.250 0.017 0.733
4964282 71.75 0.250 0.017 0.608
4964546 64.67 0.250 0.017 0.858
4964558 77.67 0.250 0.017 0.358
4964613 75.00 0.250 0.017 0.983
4964640 74.89 0.250 0.017 0.733
4964727 79.78 0.250 0.017 0.733
4964781 69.87 0.250 0.017 0.733
4964784 63.00 0.250 0.017 0.858
4965021 67.34 0.250 0.017 0.983
4965167 79.99 0.250 0.017 0.108
4965634 80.00 0.250 0.017 0.858
4965677 89.99 1 0.250 0.017 0.608
4965715 69.05 0.250 0.017 0.858
4965903 80.00 0.250 0.017 0.483
4966037 71.43 0.250 0.017 0.858
4966065 53.15 0.250 0.017 0.858
4966174 54.60 0.250 0.017 1.233
4966175 75.34 0.250 0.017 0.733
4966433 79.77 0.250 0.017 0.608
4966451 57.01 0.250 0.017 0.858
4966564 77.92 0.250 0.017 0.358
4967896 70.00 0.250 0.017 0.608
4967904 65.83 0.250 0.017 0.358
</TABLE>
COUNT: 625
WAC: 7.20210325
WAM: 356.7661942
WALTV: 71.78570154
<PAGE>
EXHIBIT F-3
NASCOR
NMI / 1999-07 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- -------- ------------------------- ----- ----- -------- -------- -------- ---------- -------- --------- ----------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- ------------------------- ----- ----- -------- -------- -------- ---------- -------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4815027 STAFFORD VA 22554 SFD 738% 6.250 $ 1,910.07 360 1-Jun-28 $ 274,829.83
4842330 SAUGUS MA 01906 SFD 763% 6.250 $ 2,208.32 360 1-Sep-28 $ 310,238.90
4849423 FAIRFAX CA 94930 SFD 738% 6.250 $ 1,795.76 360 1-Aug-28 $ 258,794.56
4850809 ATLANTA GA 30318 SFD 725% 6.250 $ 2,837.85 360 1-May-28 $ 413,007.76
4855076 HIDDEN HILLS CA 91302 SFD 788% 6.250 $ 7,308.70 360 1-Oct-27 $ 978,512.08
4868649 LONGWOOD FL 32779 SFD 750% 6.250 $ 1,922.84 360 1-Aug-28 $ 273,756.16
4872964 DEWEY BEACH DE 19971 PUD 725% 6.250 $ 2,265.51 360 1-Aug-28 $ 329,053.08
4874630 ENGLEWOOD CO 80111 SFD 725% 6.250 $ 2,271.65 360 1-Aug-28 $ 330,665.34
4875797 CHATSWORTH CA 91311 SFD 738% 6.250 $ 2,719.53 360 1-Aug-28 $ 391,924.50
4876333 LAGUNA NIGUEL CA 92677 SFD 750% 6.250 $ 2,188.54 360 1-Jul-28 $ 311,343.17
4878269 BLOOMFIELD HILLS MI 48302 SFD 763% 6.250 $ 1,981.83 360 1-Sep-28 $ 278,899.88
4880934 TEANECK NJ 07666 SFD 775% 6.250 $ 1,776.71 360 1-Sep-28 $ 246,749.80
4891188 ROSWELL GA 30076 SFD 713% 6.250 $ 2,795.93 360 1-Sep-28 $ 412,831.56
4900048 BALD HEAD ISLAND NC 28461 SFD 650% 6.233 $ 1,880.40 360 1-Oct-28 $ 296,415.46
4909635 WEST BLOOMFIELD MI 48322 SFD 750% 6.250 $ 4,474.98 360 1-Sep-28 $ 576,106.20
4909680 LOS ANGELES CA 90077 SFD 725% 6.250 $ 1,816.29 360 1-Oct-28 $ 265,411.66
4909930 PARKER CO 80138 SFD 738% 6.250 $ 2,820.72 360 1-Oct-28 $ 407,145.45
4910174 WINFIELD IL 60190 SFD 738% 6.250 $ 1,932.11 360 1-Sep-28 $ 278,664.53
4910271 NOVATO CA 94949 SFD 713% 6.250 $ 2,856.57 360 1-Oct-28 $ 422,631.59
4911361 LAFAYETTE HILL PA 19444 SFD 750% 6.250 $ 2,097.65 360 1-Oct-28 $ 299,101.02
4912002 AURORA IL 60504 PUD 738% 6.250 $ 2,069.96 360 1-Sep-28 $ 298,545.63
4914959 TEMECULA CA 92592 SFD 750% 6.250 $ 2,039.96 360 1-Nov-28 $ 291,096.36
4919326 SEAL BEACH CA 90740 SFD 700% 6.250 $ 1,629.33 360 1-Oct-28 $ 243,717.12
4919448 SAN JOSE CA 95124 SFD 735% 6.250 $ 1,768.60 360 1-Oct-28 $ 255,907.52
4919493 NAPA CA 94558 SFD 730% 6.250 $ 1,964.17 360 1-Oct-28 $ 285,606.70
4920019 SAN DIEGO CA 92131 SFD 725% 6.250 $ 2,237.54 360 1-Oct-28 $ 326,967.20
4920226 SANTA BARBARA CA 93111 SFD 725% 6.250 $ 2,655.04 360 1-Sep-28 $ 387,663.43
4920339 SAN JOSE CA 95138 SFD 755% 6.250 $ 2,473.30 360 1-Oct-28 $ 350,955.66
4920965 SANTA BARBARA CA 93105 SFD 745% 6.250 $ 2,504.86 360 1-Oct-28 $ 358,910.46
4921092 LAGUNA BEACH CA 92677 SFD 735% 6.250 $ 4,464.54 360 1-Sep-28 $ 643,330.38
4921234 CYPRESS CA 90630 SFD 745% 6.250 $ 1,614.25 360 1-Oct-28 $ 230,489.65
4922044 SIERRA MADRE CA 91024 SFD 710% 6.250 $ 1,955.62 360 1-Oct-28 $ 290,056.18
4922053 SAN CARLOS CA 94070 SFD 740% 6.250 $ 2,908.00 360 1-Oct-28 $ 418,716.19
4922939 WALNUT CREEK CA 94596 SFD 725% 6.250 $ 2,407.09 240 1-Oct-18 $ 302,260.96
4922991 LOS ANGELES CA 90035 SFD 800% 6.250 $ 2,641.55 360 1-Nov-28 $ 358,227.34
4923604 LAKE ZURICH IL 60047 SFD 738% 6.250 $ 1,795.76 360 1-Oct-28 $ 259,105.33
4923708 SCOTTSDALE AZ 85259 SFD 738% 6.250 $ 1,630.00 360 1-Oct-28 $ 235,275.02
4923726 JAMISON PA 18929 SFD 725% 6.250 $ 1,769.98 360 1-Oct-28 $ 258,643.00
4923796 WESTMINSTER CO 80021 SFD 738% 6.250 $ 1,989.15 360 1-Oct-28 $ 286,738.28
4924906 SANTA BARBARA CA 93108 SFD 760% 6.250 $ 6,778.32 360 1-Oct-28 $ 957,114.24
4931064 BURBANK CA 91505 SFD 763% 6.250 $ 1,670.39 360 1-Nov-28 $ 235,476.17
4931151 AUSTIN TX 78746 SFD 738% 6.250 $ 3,190.92 360 1-Oct-28 $ 460,580.80
4931491 NAPLES FL 34112 SFD 738% 6.250 $ 2,297.19 360 1-Jan-29 $ 332,346.91
4931750 PRINCETON TOWNSHIP NJ 08540 SFD 750% 6.250 $ 2,027.73 360 1-Oct-28 $ 288,127.84
4932027 WHEATON IL 60188 SFD 738% 6.250 $ 1,795.76 360 1-Sep-28 $ 258,998.56
4932171 NEW PROVIDENCE BORO NJ 07974 SFD 663% 6.250 $ 1,968.96 360 1-Jan-29 $ 307,228.70
4934097 SAN JOSE CA 95138 SFD 763% 6.250 $ 2,458.17 360 1-Dec-28 $ 346,795.66
4941422 PHOENIX AZ 85254 SFD 713% 6.250 $ 2,400.12 360 1-Dec-28 $ 355,678.53
4941434 GIG HARBOR WA 98332 SFD 725% 6.250 $ 2,476.30 360 1-Nov-28 $ 361,843.52
4941483 HINSDALE IL 60521 SFD 700% 6.250 $ 3,991.82 360 1-Nov-28 $ 598,515.92
4941549 BELMONT CA 94002 SFD 725% 6.250 $ 1,916.92 360 1-Nov-28 $ 280,338.38
4941931 CLIFTON VA 20124 SFD 675% 6.250 $ 1,774.57 360 1-Nov-28 $ 272,870.25
4941966 SCOTTSDALE AZ 85255 SFD 688% 6.250 $ 1,732.65 360 1-Dec-28 $ 263,305.57
4942006 LA MIRADA CA 90638 SFD 700% 6.250 $ 1,729.79 360 1-Dec-28 $ 259,572.51
4942042 FREMONT CA 94536 SFD 700% 6.250 $ 1,916.07 360 1-Nov-28 $ 287,158.96
4942072 SEATTLE WA 98119 SFD 663% 6.250 $ 1,947.83 360 1-Nov-28 $ 303,318.83
4942294 SAN JOSE CA 95124 SFD 725% 6.250 $ 2,046.53 360 1-Dec-28 $ 299,530.53
4942296 LONGMONT CO 80501 SFD 700% 6.250 $ 2,388.44 360 1-Nov-28 $ 358,112.02
4942332 TEMPE AZ 85284 SFD 675% 6.250 $ 2,821.41 360 1-Nov-28 $ 433,870.07
4942344 NEWPORT COAST CA 92657 SFD 713% 6.250 $ 3,295.16 360 1-Nov-28 $ 487,919.63
4942361 ANAHEIM CA 92808 SFD 688% 6.250 $ 1,518.82 360 1-Nov-28 $ 230,613.94
4942368 LITTLETON CO 80127 PUD 725% 6.250 $ 1,603.12 360 1-Oct-28 $ 234,260.01
4942429 COLORADO SPRINGS CO 80906 SFD 675% 6.250 $ 1,836.83 360 1-Nov-28 $ 282,464.39
4942565 ATLANTA GA 30328 SFD 663% 6.250 $ 2,168.10 360 1-Dec-28 $ 338,000.85
4942587 TUALATIN OR 97062 SFD 738% 6.250 $ 2,016.77 360 1-Nov-28 $ 291,228.72
4942588 FOSTER CITY CA 94404 SFD 700% 6.250 $ 2,292.64 360 1-Nov-28 $ 343,747.63
4942590 DANVILLE CA 94526 SFD 688% 6.250 $ 2,581.73 360 1-Dec-28 $ 392,337.77
4942597 IRVINE CA 92612 SFD 700% 6.250 $ 2,001.23 360 1-Nov-28 $ 300,055.99
4942604 STERLING VA 20165 SFD 713% 6.250 $ 1,886.42 360 1-Nov-28 $ 279,324.24
4942657 RENO NV 89509 SFD 663% 6.250 $ 2,881.40 360 1-Nov-28 $ 448,802.33
4942663 CARMEL IN 46033 SFD 725% 6.250 $ 1,716.70 360 1-Dec-28 $ 251,256.19
4942671 SOUTHLAKE TX 76092 SFD 675% 6.250 $ 2,754.27 360 1-Nov-28 $ 422,840.22
4942692 GREAT FALLS VA 22066 SFD 700% 6.250 $ 2,448.32 360 1-Oct-28 $ 366,782.80
4942950 SAN FRANCISCO CA 94112 SFD 725% 6.250 $ 1,986.50 360 1-Nov-28 $ 290,514.37
4942958 CHICAGO IL 60631 SFD 750% 6.250 $ 1,957.81 360 1-Nov-28 $ 279,372.66
4942963 ISSAQUAH WA 98029 SFD 700% 6.250 $ 1,776.36 360 1-Nov-28 $ 265,836.66
4942993 INDIANAPOLIS IN 46236 SFD 700% 6.250 $ 2,005.89 360 1-Nov-28 $ 300,754.25
4943010 SOUTHLAKE TX 76092 SFD 713% 6.250 $ 1,999.60 360 1-Nov-28 $ 296,083.71
4943025 SEATTLE WA 98116 SFD 750% 6.250 $ 1,966.54 360 1-Oct-28 $ 280,407.23
4943035 EDWARDSVILLE IL 62025 SFD 738% 6.250 $ 2,293.05 360 1-Nov-28 $ 331,237.43
4943044 ROCKVILLE MD 20853 SFD 700% 6.250 $ 1,756.40 360 1-Dec-28 $ 263,565.94
4943046 SACRAMENTO CA 95829 SFD 688% 6.250 $ 1,865.68 360 1-Dec-28 $ 283,521.44
4943067 WOODINVILLE WA 98072 SFD 700% 6.250 $ 2,022.52 360 1-Nov-28 $ 303,248.07
4943075 MILL CREEK WA 98012 SFD 713% 6.250 $ 1,793.44 360 1-Nov-28 $ 264,737.18
4943112 EL DORADO HILLS CA 95762 SFD 675% 6.250 $ 1,670.79 360 1-Nov-28 $ 256,930.88
4943142 FAIR OAKS CA 95628 SFD 700% 6.250 $ 2,554.76 360 1-Nov-28 $ 383,050.20
4943162 SAN FRANCISCO CA 94114 SFD 738% 6.250 $ 2,398.03 360 1-Nov-28 $ 346,402.53
4943236 DALY CITY CA 94015 SFD 750% 6.250 $ 1,734.05 360 1-Dec-28 $ 247,127.62
4943303 ROCKVILLE MD 20852 SFD 725% 6.250 $ 1,785.26 360 1-Sep-28 $ 260,666.81
4943311 ORINDA CA 94563 SFD 713% 6.250 $ 2,270.44 360 1-Nov-28 $ 336,186.69
4943330 ISSAQUAH WA 98029 SFD 713% 6.250 $ 1,877.32 360 1-Nov-28 $ 277,977.51
4943338 BELLEVUE WA 98006 SFD 713% 6.250 $ 2,723.17 360 1-Nov-28 $ 403,224.54
4943347 WINTER PARK FL 32789 SFD 700% 6.250 $ 2,270.01 360 1-Nov-28 $ 340,356.06
4943367 KIRKLAND WA 98033 SFD 713% 6.250 $ 2,290.64 360 1-Aug-28 $ 338,344.25
4943453 FRANKLIN TN 37064 SFD 725% 6.250 $ 2,084.66 338 1-Dec-26 $ 298,901.11
4943465 RAMONA CA 92065 SFD 763% 6.250 $ 2,264.94 360 1-Oct-28 $ 319,064.70
4943476 CROWNSVILLE MD 21032 SFD 725% 6.250 $ 2,680.96 360 1-Nov-28 $ 392,074.68
4943538 MIDDLETOWN NJ 07748 SFD 738% 6.250 $ 1,830.29 360 1-Dec-28 $ 264,595.48
4943613 SAN JOSE CA 95123 SFD 713% 6.250 $ 2,425.39 360 1-Nov-28 $ 359,131.19
4943793 SAN FRANCISCO CA 94123 SFD 725% 6.250 $ 6,821.42 360 1-Oct-28 $ 996,800.80
4944111 LOS ALTOS CA 94022 SFD 738% 6.250 $ 6,554.51 360 1-Sep-28 $ 945,344.78
4944155 PARKER CO 80138 SFD 738% 6.250 $ 3,453.38 360 1-Oct-28 $ 498,464.07
4944168 SANTA BARBARA CA 93111 SFD 738% 6.250 $ 5,131.72 360 1-Oct-28 $ 740,717.60
4944440 RANCHO SANTA FE CA 92067 SFD 738% 6.250 $ 6,865.31 360 1-Oct-28 $ 990,946.59
4944590 REDLANDS CA 92374 SFD 750% 6.250 $ 5,397.94 360 1-Oct-28 $ 769,686.67
4944621 BROOKLINE MA 02467 SFD 713% 6.250 $ 1,827.13 360 1-Nov-28 $ 269,846.52
4944706 LA JOLLA CA 92037 LCO 700% 6.250 $ 2,125.64 360 1-Sep-28 $ 318,175.19
4944790 ALEXANDRIA VA 22314 SFD 688% 6.250 $ 1,665.98 360 1-Nov-28 $ 252,905.92
4944901 HYDESVILLE CA 95547 SFD 750% 6.250 $ 1,992.76 360 1-Nov-28 $ 284,361.50
4944917 LOS ANGELES CA 90077 SFD 738% 6.250 $ 5,760.23 360 1-Oct-28 $ 831,438.08
4944954 BEVERLY HILLS CA 90210 SFD 725% 6.250 $ 6,719.44 360 1-Oct-28 $ 981,898.44
4945029 AURORA CO 80016 SFD 738% 6.250 $ 4,289.09 360 1-Oct-28 $ 619,092.40
4945609 LARKSPUR CA 94939 SFD 775% 6.250 $ 5,641.75 360 1-Sep-28 $ 784,684.81
4945666 GLENDALE AZ 85304 SFD 763% 6.250 $ 618.61 360 1-Jul-28 $ 86,948.68
4945679 BAILEY CO 80421 SFD 763% 6.250 $ 368.06 360 1-Nov-27 $ 51,409.54
4945937 PORTLAND OR 97225 SFD 800% 6.250 $ 1,665.65 360 1-Oct-27 $ 224,437.20
4945940 LAGUNA NIGUEL CA 92677 SFD 713% 6.250 $ 6,063.47 360 1-Sep-28 $ 896,358.40
4947458 GARDNERVILLE NV 89410 SFD 750% 6.250 $ 1,840.33 360 1-Dec-28 $ 262,808.12
4947507 NORTH ANDOVER MA 01845 SFD 725% 6.250 $ 1,678.15 360 1-Nov-28 $ 245,420.81
4947536 WALNUT CREEK CA 94596 SFD 738% 6.250 $ 1,837.20 360 1-Dec-28 $ 265,593.94
4947556 HUTCHINSON KS 67502 SFD 700% 6.250 $ 1,812.95 360 1-Dec-28 $ 272,051.96
4947644 BERKELEY CA 94708 SFD 713% 6.250 $ 2,884.53 360 1-Dec-28 $ 427,130.97
4949189 WESTON MA 02493 SFD 713% 6.250 $ 2,957.62 360 1-Nov-28 $ 437,940.56
4949194 WENATCHEE WA 98801 SFD 738% 6.250 $ 1,771.58 360 1-Nov-28 $ 255,910.88
4949236 HUNTINGTON BEACH CA 92648 SFD 675% 6.250 $ 1,750.57 360 1-Dec-28 $ 269,333.37
4949292 LAKE FOREST CA 92630 SFD 713% 6.250 $ 1,589.98 360 1-Dec-28 $ 235,621.42
4954539 DELRAY BEACH FL 33446 SFD 700% 6.250 $ 2,474.93 360 1-Dec-28 $ 371,388.36
4954546 TOMS RIVER NJ 08755 SFD 675% 6.250 $ 1,561.82 360 1-Dec-28 $ 239,769.11
4954554 RANDOLPH TOWNSHIP NJ 07945 SFD 750% 6.250 $ 3,845.68 360 1-Dec-28 $ 549,181.09
4954567 BOERNE TX 78006 SFD 725% 6.250 $ 2,319.40 360 1-Sep-28 $ 338,657.71
4954573 LITTLETON CO 80127 SFD 700% 6.250 $ 3,293.25 360 1-Nov-28 $ 493,775.63
4954578 TOPANGA CA 90290 SFD 700% 6.250 $ 1,955.99 360 1-Dec-28 $ 293,516.61
4954585 MIDLOTHIAN VA 23112 SFD 675% 6.250 $ 2,474.40 360 1-Nov-28 $ 380,509.06
4954590 SEVERNA PARK MD 21146 SFD 700% 6.250 $ 2,219.45 360 1-Oct-28 $ 332,496.59
4954595 MARCO ISLAND FL 34145 HCO 700% 6.250 $ 3,326.52 360 1-Nov-28 $ 498,763.26
4954599 ENGLEWOOD CO 80111 SFD 700% 6.250 $ 2,727.75 360 1-Dec-28 $ 409,325.88
4954602 BARRINGTON HILLS IL 60010 SFD 713% 6.250 $ 2,021.16 360 1-Dec-28 $ 299,518.76
4956415 CORNELIUS NC 28031 SFD 688% 6.250 $ 1,995.42 360 1-Dec-28 $ 303,238.11
4956430 HANOVER TOWNSHIP NJ 07981 SFD 675% 6.250 $ 1,908.44 360 1-Dec-28 $ 293,732.91
4956446 NO HOWELL NJ 07731 SFD 675% 6.250 $ 1,644.85 360 1-Dec-28 $ 253,162.09
4956467 GOLTS MD 21637 SFD 638% 6.108 $ 2,495.49 360 1-Dec-28 $ 399,245.23
4956481 RIDGEWOOD NJ 07450 SFD 688% 6.250 $ 3,324.06 360 1-Dec-28 $ 504,980.21
4956492 WEST HARRISON NY 10604 SFD 625% 5.983 $ 2,770.73 360 1-Jan-29 $ 449,572.90
4956495 HILTON HEAD ISLAND SC 29926 SFD 700% 6.250 $ 1,613.36 360 1-Dec-28 $ 242,101.28
4956496 HOPEWELL TOWNSHIP NJ 08560 SFD 638% 6.108 $ 3,431.28 360 1-Dec-28 $ 548,978.49
4956507 KENNESAW GA 30152 SFD 700% 6.250 $ 2,586.70 360 1-Dec-28 $ 388,160.74
4956513 SAN MARINO CA 91108 SFD 688% 6.250 $ 1,898.53 360 1-Dec-28 $ 288,513.01
4956521 LAGUNA NIGUEL CA 92677 SFD 713% 6.250 $ 1,910.67 360 1-Jan-29 $ 283,373.21
4956529 EL CAJON CA 92019 SFD 688% 6.250 $ 1,767.14 360 1-Dec-28 $ 268,546.72
4956536 MARTINEZ GA 30907 SFD 675% 6.250 $ 1,706.14 360 1-Dec-28 $ 262,595.76
4956568 MCLEAN VA 22102 SFD 650% 6.233 $ 2,964.40 360 1-Dec-28 $ 468,149.74
4956595 WALNUT CREEK CA 94549 SFD 725% 6.250 $ 1,647.05 360 1-Jan-29 $ 241,251.65
4956854 SCOTTSDALE AZ 85255 SFD 725% 6.250 $ 1,953.42 360 1-Jan-29 $ 286,126.61
4956860 NEW ORLEANS LA 70118 SFD 700% 6.250 $ 2,152.26 360 1-Dec-28 $ 322,968.10
4956867 LONGBOAT KEY FL 34228 PUD 688% 6.250 $ 3,843.03 360 1-Jan-29 $ 584,508.53
4956882 LAKE CHARLES LA 70605 SFD 725% 6.250 $ 1,739.55 360 1-Nov-28 $ 254,399.61
4956895 GREAT FALLS VA 22066 SFD 650% 6.233 $ 2,705.25 360 1-Dec-28 $ 426,622.44
4956900 CHARLOTTE NC 28270 SFD 675% 6.250 $ 1,932.82 360 1-Dec-28 $ 297,485.42
4956910 TAMPA FL 33606 SFD 688% 6.250 $ 1,970.79 360 1-Nov-28 $ 299,239.54
4956926 MISSION VIEJO CA 92692 SFD 713% 6.250 $ 2,081.80 360 1-Dec-28 $ 308,504.31
4956949 COSTA MESA CA 92626 SFD 700% 6.250 $ 2,128.97 360 1-Dec-28 $ 319,473.87
4956971 SUWANEE GA 30024 SFD 713% 6.250 $ 1,886.41 360 1-Jan-29 $ 279,415.17
4956977 MILLINGTON TN 38053 SFD 675% 6.250 $ 1,816.08 360 1-Dec-28 $ 279,516.50
4956988 BOCA RATON FL 33496 SFD 750% 6.250 $ 2,454.25 360 1-Nov-28 $ 350,213.60
4957002 SUMMIT NJ 07901 SFD 688% 6.250 $ 3,284.64 360 1-Nov-28 $ 498,732.60
4957266 FAIRFIELD CT 06430 SFD 675% 6.250 $ 3,048.41 360 1-Jan-29 $ 469,595.34
4957271 MARBLEHEAD MA 01945 SFD 725% 6.250 $ 1,800.95 360 1-Dec-28 $ 263,586.86
4957286 DARIEN CT 06820 SFD 713% 6.250 $ 3,772.82 360 1-Jan-29 $ 559,552.18
4957292 DAVIDSON NC 28036 SFD 713% 6.250 $ 1,886.41 360 1-Jan-29 $ 279,776.09
4957298 OLD TAPPAN NJ 07675 SFD 700% 6.250 $ 2,102.36 360 1-Dec-28 $ 315,480.43
4957844 HOUMA LA 70361 SFD 650% 6.233 $ 1,643.38 360 1-Dec-28 $ 259,528.63
4957878 SPARTA NJ 07871 SFD 725% 6.250 $ 1,746.37 360 1-Dec-28 $ 255,377.85
4957880 BOCA RATON FL 33428 SFD 725% 6.250 $ 2,176.14 360 1-Dec-28 $ 318,500.80
4958659 REDDING CT 06896 SFD 725% 6.250 $ 1,849.38 360 1-Sep-28 $ 269,124.28
4958679 ATLANTA GA 30342 SFD 688% 6.250 $ 2,213.85 360 1-Jan-29 $ 336,716.88
4958701 NEW CANAAN CT 06840 SFD 688% 6.250 $ 1,970.79 360 1-Jan-29 $ 299,747.96
4958710 ROSWELL GA 30075 SFD 725% 6.250 $ 2,435.37 360 1-Dec-28 $ 356,441.32
4958719 NORFOLK VA 23505 SFD 675% 6.250 $ 3,061.38 360 1-Dec-28 $ 471,184.95
4958732 MARIETTA GA 30062 SFD 725% 6.250 $ 1,978.31 360 1-Dec-28 $ 289,546.18
4958753 LAGUNA NIGUEL CA 92677 SFD 713% 6.250 $ 2,324.33 360 1-Dec-28 $ 344,446.58
4958776 WESTON FL 33326 PUD 675% 6.250 $ 1,738.24 360 1-Jan-29 $ 267,769.26
4958806 SMYRNA GA 30080 SFD 688% 6.250 $ 2,186.26 360 1-Dec-28 $ 332,239.21
4958825 GILBERT AZ 85234 PUD 688% 6.250 $ 1,954.37 360 1-Jan-29 $ 297,250.06
4958990 MIAMI FL 33014 SFD 713% 6.250 $ 2,223.27 360 1-Dec-28 $ 329,470.64
4959274 LEXINGTON SC 29072 SFD 700% 6.250 $ 3,168.51 360 1-Dec-28 $ 475,036.38
4959278 SWEDESBORO NJ 08085 SFD 688% 6.250 $ 1,699.15 360 1-Dec-28 $ 258,214.15
4959287 MIDDLETOWN MD 21769 SFD 725% 6.250 $ 1,678.16 360 1-Dec-28 $ 245,615.02
4959299 DOVE CANYON AREA CA 92679 SFD 813% 6.250 $ 2,153.25 360 1-Dec-28 $ 289,619.30
4959307 ALEXANDRIA VA 22314 SFD 700% 6.250 $ 2,468.27 360 1-Dec-28 $ 370,390.02
4959315 GAHANNA OH 43230 SFD 700% 6.250 $ 1,802.30 360 1-Jan-29 $ 270,677.95
4959322 VIRGINIA BEACH VA 23451 SFD 713% 6.250 $ 1,768.51 360 1-Jan-29 $ 262,290.08
4959329 WINDERMERE FL 34786 SFD 675% 6.250 $ 4,202.92 360 1-Dec-28 $ 646,555.28
4959344 WINTER PARK FL 32789 SFD 725% 6.250 $ 1,918.62 360 1-Dec-28 $ 280,809.73
4959353 COSTA MESA CA 92627 SFD 725% 6.250 $ 2,650.26 360 1-Jan-29 $ 388,196.93
4959358 BETHESDA MD 20816 SFD 725% 6.250 $ 1,947.61 360 1-Dec-28 $ 285,053.23
4959761 PARK CITY UT 84060 SFD 688% 6.250 $ 3,218.95 360 1-Nov-28 $ 488,757.93
4959764 CORAL GABLES FL 33134 SFD 688% 6.250 $ 1,537.21 360 1-Dec-28 $ 233,605.70
4959772 LAKE OSWEGO OR 97034 SFD 713% 6.250 $ 1,909.99 360 1-Oct-28 $ 282,585.06
4959780 SCOTTSDALE AZ 85253 SFD 738% 6.250 $ 2,085.84 360 1-Oct-28 $ 301,072.30
4959790 PARADISE VALLEY AZ 85253 SFD 725% 6.250 $ 4,433.80 360 1-Nov-28 $ 648,419.74
4959820 DANVILLE CA 94526 SFD 750% 6.250 $ 2,006.75 360 1-Oct-28 $ 286,139.98
4959831 SAN MARTIN CA 95046 SFD 725% 6.250 $ 4,093.06 360 1-Oct-28 $ 598,110.73
4959838 LOS ANGELES CA 91301 SFD 738% 6.250 $ 4,945.23 360 1-Nov-28 $ 714,355.50
4959847 VANCOUVER WA 98686 SFD 700% 6.250 $ 1,646.62 360 1-Dec-28 $ 247,093.08
4959868 HOUSTON TX 77005 SFD 763% 6.250 $ 4,007.88 360 1-Oct-28 $ 564,594.97
4959882 MILPITAS CA 95035 SFD 725% 6.250 $ 2,717.79 360 1-Jul-28 $ 396,184.63
4959893 MANHATTAN BEACH CA 90266 SFD 713% 6.250 $ 3,368.59 360 1-Jul-28 $ 497,150.78
4959949 HOUSTON TX 77007 SFD 738% 6.250 $ 1,965.67 360 1-Jun-28 $ 281,925.21
4959992 BOULDER CO 80302 SFD 738% 6.250 $ 3,279.33 360 1-Sep-28 $ 472,971.22
4960001 LOS ANGELES CA 90069 SFD 738% 6.250 $ 5,387.27 360 1-Aug-28 $ 776,383.71
4960006 LOS ALTOS CA 94022 SFD 738% 6.250 $ 2,762.70 360 1-Aug-28 $ 397,424.82
4960018 VAIL CO 81657 SFD 750% 6.250 $ 5,244.11 360 1-Sep-28 $ 747,181.94
4960027 ANAHEIM CA 92807 SFD 763% 6.250 $ 4,600.66 360 1-Aug-28 $ 647,132.07
4960032 SAN JOSE CA 95129 SFD 750% 6.250 $ 2,359.85 360 1-Aug-28 $ 335,973.47
4960039 MERCER ISLAND WA 98040 SFD 738% 6.250 $ 3,798.72 360 1-Dec-28 $ 549,160.43
4960057 LA JOLLA CA 92037 SFD 750% 6.250 $ 2,496.20 360 1-Sep-28 $ 355,658.58
4960078 CINCINNATI OH 45243 SFD 713% 6.250 $ 5,750.19 360 1-Oct-28 $ 850,745.46
4960095 MESA AZ 85215 SFD 725% 6.250 $ 1,667.92 360 1-Oct-28 $ 241,702.49
4960111 JUNCTION CITY OR 97448 SFD 750% 6.250 $ 1,510.30 360 1-Nov-28 $ 215,516.09
4960112 SAN JOSE CA 95120 SFD 725% 6.250 $ 2,592.27 360 1-Nov-28 $ 379,105.30
4960123 SAN DIEGO CA 92130 SFD 750% 6.250 $ 1,860.96 360 1-Oct-28 $ 265,352.47
4960133 FREMONT CA 94555 SFD 738% 6.250 $ 1,851.01 360 1-Oct-28 $ 267,176.74
4960143 SUDBURY MA 01776 SFD 725% 6.250 $ 1,739.55 360 1-Aug-28 $ 253,788.27
4960157 ALTA UT 84092 LCO 800% 6.250 $ 5,778.40 360 1-Aug-28 $ 784,276.29
4960158 MALIBU CA 90265 SFD 725% 6.250 $ 6,821.76 360 1-Nov-28 $ 997,645.55
4960167 SHINGLE SPRINGS CA 95682 SFD 750% 6.250 $ 2,069.67 360 1-Mar-28 $ 293,506.67
4960178 WALNUT CREEK CA 94596 SFD 700% 6.250 $ 2,361.82 360 1-Dec-28 $ 354,416.33
4960181 ORINDA CA 94563 SFD 688% 6.250 $ 2,548.88 360 1-Nov-28 $ 382,016.50
4960189 LAKE ARROWHEAD CA 92352 SFD 700% 6.250 $ 1,990.92 360 1-Nov-28 $ 298,509.80
4960198 CERRITOS CA 90703 SFD 725% 6.250 $ 1,268.85 360 1-Nov-28 $ 185,562.06
4960238 IRVINE CA 92606 SFD 725% 6.250 $ 2,620.24 360 1-Nov-28 $ 383,195.64
4960245 LA JOLLA CA 92037 SFD 725% 6.250 $ 4,775.23 360 1-Sep-28 $ 697,236.50
4960246 DALLAS TX 75208 SFD 675% 6.250 $ 1,765.22 360 1-Nov-28 $ 271,453.08
4960255 LAKE OSWEGO OR 97035 SFD 675% 6.250 $ 2,620.34 360 1-Dec-28 $ 403,302.36
4960267 BELLAIRE TX 77401 SFD 675% 6.250 $ 2,371.27 360 1-Nov-28 $ 364,650.37
4960274 SCOTTSDALE AZ 85258 SFD 725% 6.250 $ 1,951.02 360 1-Nov-28 $ 285,326.64
4960281 PARK CITY UT 84060 SFD 688% 6.250 $ 1,708.01 360 1-Dec-28 $ 259,561.89
4960289 ROSS CA 94957 SFD 713% 6.250 $ 3,772.82 360 1-Dec-28 $ 559,101.70
4960296 LITTLETON CO 80122 SFD 675% 6.250 $ 1,880.93 360 1-Dec-28 $ 289,499.24
4960300 LAFAYETTE CO 80026 SFD 713% 6.250 $ 2,627.50 360 1-Nov-28 $ 389,058.81
4960304 BOTHELL WA 98021 SFD 725% 6.250 $ 1,841.88 360 1-Oct-28 $ 269,149.82
4960305 LAFAYETTE CA 94549 SFD 738% 6.250 $ 2,120.37 360 1-Oct-28 $ 306,056.96
4960308 WARWICK NY 10990 SFD 775% 6.250 $ 1,826.85 360 1-Dec-28 $ 254,638.88
4960310 SAN GABRIEL CA 91776 SFD 750% 6.250 $ 1,992.76 360 1-Nov-28 $ 284,361.50
4960312 HIGHLAND TWP MI 48357 SFD 725% 6.250 $ 1,916.92 360 1-Nov-28 $ 280,338.38
4960319 NORTHRIDGE AREA CA 91326 SFD 713% 6.250 $ 2,829.62 360 1-Nov-28 $ 418,986.40
4960320 PHOENIX AZ 85014 SFD 688% 6.250 $ 2,364.94 360 1-Nov-28 $ 359,087.47
4960329 SAN DIEGO CA 92110 SFD 700% 6.250 $ 1,676.56 360 1-Nov-28 $ 251,353.12
4960333 WESTWOOD MA 02090 SFD 700% 6.250 $ 2,744.37 360 1-Nov-28 $ 411,479.71
4960339 CARMEL CA 93921 SFD 713% 6.250 $ 4,379.17 360 1-Dec-28 $ 648,957.33
4960344 ASPEN CO 81611 LCO 725% 6.250 $ 5,048.10 360 1-Sep-28 $ 737,078.59
4960352 PORTLAND OR 97229 SFD 700% 6.250 $ 1,651.28 360 1-Oct-28 $ 247,379.06
4960360 SAN MATEO CA 94402 SFD 700% 6.250 $ 2,295.29 360 1-Nov-28 $ 344,146.67
4960368 HIGHLEY AZ 85236 SFD 713% 6.250 $ 1,886.41 360 1-Nov-28 $ 279,324.27
4960374 RANCHO PALOS VERDES CA 90275 SFD 750% 6.250 $ 1,908.86 360 1-Oct-28 $ 272,181.93
4960380 NEWTON MA 02465 SFD 738% 6.250 $ 3,771.09 360 1-Nov-28 $ 544,745.92
4960382 STEAMBOAT SPRINGS CO 80477 SFD 725% 6.250 $ 941.40 360 1-Oct-28 $ 137,565.49
4960387 LAKE OSWEGO OR 97034 SFD 713% 6.250 $ 3,789.67 360 1-Nov-28 $ 561,142.49
4960391 VANCOUVER WA 98661 SFD 700% 6.250 $ 1,862.85 360 1-Nov-28 $ 279,307.42
4960394 WEST BLOOMFIELD MI 48322 SFD 738% 6.250 $ 1,174.15 360 1-Nov-28 $ 169,609.54
4960397 PHOENIX AZ 85016 SFD 750% 6.250 $ 2,363.35 360 1-Oct-28 $ 336,987.15
4960400 SARATOGA CA 95070 SFD 738% 6.250 $ 5,180.06 360 1-Sep-28 $ 747,111.29
4960405 SACRAMENTO CA 95829 SFD 750% 6.250 $ 1,884.73 360 1-Oct-28 $ 268,742.30
4960406 REDMOND WA 98052 SFD 750% 6.250 $ 3,356.23 360 1-Nov-28 $ 478,924.61
4960409 HOUSTON TX 77081 SFD 725% 6.250 $ 1,817.32 360 1-Sep-28 $ 265,348.26
4960414 SAN FRANCISCO CA 94118 LCO 725% 6.250 $ 2,685.73 360 1-Nov-28 $ 392,270.02
4960417 WALLED LAKE MI 48390 SFD 725% 6.250 $ 341.09 360 1-Nov-28 $ 49,882.27
4960422 MILL VALLEY CA 94941 SFD 688% 6.250 $ 5,216.01 360 1-Dec-28 $ 792,662.08
4960426 MILL VALLEY CA 94941 SFD 725% 6.250 $ 2,302.34 360 1-Nov-28 $ 336,705.38
4960429 RANCHO SANTA FE CA 92067 SFD 725% 6.250 $ 4,666.09 360 1-Dec-28 $ 682,929.60
4960433 SANTA MONICA CA 90403 SFD 738% 6.250 $ 3,833.25 360 1-Nov-28 $ 553,725.26
4960627 LA JOLLA CA 92037 SFD 700% 6.250 $ 3,845.45 360 1-Dec-28 $ 577,049.67
4960628 LA JOLLA CA 92037 LCO 725% 6.250 $ 3,376.77 360 1-Dec-28 $ 493,175.40
4960629 LA JOLLA CA 92037 SFD 763% 6.250 $ 3,085.98 360 1-Dec-28 $ 435,366.87
4960630 NORTH BEND WA 98045 SFD 725% 6.250 $ 682.18 360 1-Dec-28 $ 99,843.51
4960631 CORPUS CRISTI TX 78410 SFD 700% 6.250 $ 2,477.59 360 1-Dec-28 $ 371,765.29
4960633 PARK CITY UT 84098 LCO 750% 6.250 $ 592.58 360 1-Dec-28 $ 84,623.82
4960634 PARK CITY UT 84060 SFD 688% 6.250 $ 1,828.89 360 1-Dec-28 $ 277,930.88
4960637 MORAGA CA 94556 SFD 700% 6.250 $ 4,657.12 360 1-Nov-28 $ 698,182.07
4960638 SUNRIVER OR 97707 SFD 700% 6.250 $ 889.51 360 1-Dec-28 $ 133,480.18
4960639 PHOENIX AZ 85044 SFD 738% 6.250 $ 3,760.73 360 1-Nov-28 $ 543,138.22
4960642 ROLLING HILLS ESTATES CA 90274 SFD 713% 6.250 $ 4,685.04 360 1-Nov-28 $ 693,721.77
4960643 LAS VEGAS NV 89129 SFD 738% 6.250 $ 1,804.04 360 1-Nov-28 $ 260,600.08
4960645 OAKLAND CA 94605 SFD 738% 6.250 $ 1,954.61 360 1-Oct-28 $ 282,130.68
4960647 AURORA IL 60504 SFD 675% 6.250 $ 1,984.71 360 1-Dec-28 $ 305,471.60
4960650 REDMOND WA 98053 SFD 700% 6.250 $ 2,042.48 360 1-Nov-28 $ 306,240.65
4960653 SEDALIA CO 80135 SFD 725% 6.250 $ 2,163.86 360 1-Nov-28 $ 316,453.18
4960655 FREMONT CA 94539 SFD 725% 6.250 $ 2,043.12 360 1-Oct-28 $ 298,556.94
4960656 SCOTTSDALE AZ 85259 SFD 713% 6.250 $ 2,102.00 360 1-Nov-28 $ 310,641.70
4960658 GOLDEN CO 80403 SFD 700% 6.250 $ 1,822.93 360 1-Oct-28 $ 268,636.61
4960659 IRVINE CA 92604 SFD 725% 6.250 $ 1,644.04 360 1-Nov-28 $ 240,432.59
4960661 PHOENIX AZ 85022 SFD 738% 6.250 $ 2,141.09 360 1-Oct-28 $ 309,047.74
4960663 ERIE CO 80516 SFD 713% 6.250 $ 1,852.73 360 1-Nov-28 $ 272,055.20
4960665 MILL VALLEY CA 94941 SFD 700% 6.250 $ 4,657.12 360 1-Nov-28 $ 698,268.58
4960667 CAMPBELL CA 95008 SFD 725% 6.250 $ 1,991.95 360 1-Nov-28 $ 291,312.52
4960668 BELLAIRE TX 77401 SFD 713% 6.250 $ 2,317.59 360 1-Dec-28 $ 342,442.25
4960669 SAN JOSE CA 95134 SFD 725% 6.250 $ 1,903.27 360 1-Nov-28 $ 277,946.08
4960672 WHITTIER CA 90606 SFD 725% 6.250 $ 665.12 360 1-Oct-28 $ 97,193.00
4960677 PARADISE VALLEY AZ 85253 SFD 700% 6.250 $ 6,652.96 360 1-Dec-28 $ 998,345.84
4960684 KENSINGTON CA 94707 SFD 675% 6.250 $ 3,004.63 360 1-Nov-28 $ 462,046.71
4960687 PHOENIX AZ 85018 SFD 688% 6.250 $ 985.39 360 1-Nov-28 $ 149,619.79
4960691 SAN JOSE CA 95132 SFD 700% 6.250 $ 2,494.88 360 1-Dec-28 $ 374,383.45
4960693 LOUISVILLE CO 80027 SFD 688% 6.250 $ 1,839.40 360 1-Nov-28 $ 279,290.25
4960696 WEST BLOOMFIELD MI 48323 SFD 688% 6.250 $ 1,773.71 360 1-Nov-28 $ 269,113.87
4960697 RIDGEFIELD WA 98642 SFD 688% 6.250 $ 1,829.55 360 1-Dec-28 $ 277,760.25
4960699 SAN DIEGO CA 92131 SFD 738% 6.250 $ 2,348.30 360 1-Dec-28 $ 339,480.97
4960700 HOUSTON TX 77056 SFD 675% 6.250 $ 4,540.19 360 1-Nov-28 $ 698,061.78
4960705 ENCINITAS CA 92024 SFD 738% 6.250 $ 2,434.63 360 1-Dec-28 $ 351,961.91
4960706 UNION CITY CA 94587 SFD 688% 6.250 $ 1,763.85 360 1-Nov-28 $ 267,819.41
4960708 TROUT LAKE WA 98650 SFD 688% 6.250 $ 2,529.18 360 1-Dec-28 $ 384,351.25
4960712 LOS ANGELES CA 91423 SFD 700% 6.250 $ 2,345.19 360 1-Nov-28 $ 351,628.11
4960714 LOS ALTOS CA 94024 SFD 713% 6.250 $ 4,116.42 360 1-Dec-28 $ 610,019.88
4960716 CARMEL IN 46032 SFD 688% 6.250 $ 1,694.88 360 1-Dec-28 $ 257,565.25
4960719 CUPERTINO CA 95014 SFD 713% 6.250 $ 2,735.30 360 1-Nov-28 $ 404,486.07
4960722 DEL MAR CA 92014 SFD 738% 6.250 $ 2,356.93 360 1-Nov-28 $ 340,466.21
4960723 MABANK TX 75147 SFD 688% 6.250 $ 3,284.64 360 1-Nov-28 $ 498,732.60
4960725 SALT LAKE CITY UT 84109 SFD 688% 6.250 $ 2,269.69 360 1-Nov-28 $ 344,624.21
4960726 HOUSTON TX 77025 SFD 675% 6.250 $ 2,250.31 360 1-Nov-28 $ 346,048.79
4960727 TORRANCE CA 90277 SFD 713% 6.250 $ 2,102.00 360 1-Oct-28 $ 310,993.08
4960728 SOMERS MT 59932 SFD 688% 6.250 $ 3,626.25 360 1-Dec-28 $ 551,069.84
4960733 SALT LAKE CITY UT 84121 SFD 700% 6.250 $ 1,881.14 360 1-Oct-28 $ 281,814.79
4960736 SAN DIEGO CA 92130 SFD 725% 6.250 $ 3,342.66 360 1-Dec-28 $ 489,233.21
4960739 SCOTTSDALE AZ 85254 SFD 713% 6.250 $ 1,837.90 360 1-Nov-28 $ 272,141.65
4960743 SUPERIOR CO 80027 SFD 688% 6.250 $ 1,944.51 360 1-Dec-28 $ 295,501.22
4960757 SAN JOSE CA 95131 SFD 725% 6.250 $ 2,019.24 360 1-Nov-28 $ 295,303.08
4960763 SARATOGA CA 95070 SFD 713% 6.250 $ 4,042.31 360 1-Nov-28 $ 598,426.01
4960771 PASADENA CA 91105 SFD 738% 6.250 $ 3,867.78 360 1-Nov-28 $ 558,713.79
4960772 HOUSTON TX 77005 SFD 675% 6.250 $ 3,590.64 360 1-Dec-28 $ 552,644.04
4960777 PARK CITY UT 84098 SFD 713% 6.250 $ 1,852.73 360 1-Nov-28 $ 274,336.32
4960780 HUNTINGTON BEACH CA 92649 SFD 688% 6.250 $ 3,264.94 360 1-Dec-28 $ 496,162.52
4960781 PASADENA CA 91105 SFD 738% 6.250 $ 2,410.46 360 1-Nov-28 $ 348,198.40
4960782 PARADISE VALLEY AZ 85253 SFD 725% 6.250 $ 2,728.71 360 1-Nov-28 $ 399,058.20
4960786 HOUSTON TX 77005 SFD 688% 6.250 $ 3,619.68 360 1-Nov-28 $ 549,603.30
4960787 PARK CITY UT 84098 SFD 763% 6.250 $ 2,335.72 360 1-Oct-28 $ 329,035.48
4960789 RANCHO SANTA FE CA 92067 SFD 738% 6.250 $ 4,489.39 360 1-Oct-28 $ 648,003.29
4960792 LA JOLLA CA 92037 SFD 688% 6.250 $ 4,795.58 360 1-Dec-28 $ 728,769.91
4960806 ROLLING HILLS CA 90274 SFD 725% 6.250 $ 6,139.59 360 1-Nov-28 $ 897,880.98
4960811 RANCHO SANTA FE CA 92067 SFD 725% 6.250 $ 5,627.95 360 1-Dec-28 $ 823,708.97
4960825 SOLANA BEACH CA 92075 SFD 688% 6.250 $ 1,727.72 360 1-Dec-28 $ 262,556.84
4960836 PORTLAND OR 97212 MF2 713% 6.250 $ 2,290.64 360 1-Dec-28 $ 339,454.61
4960898 SAN JUAN CAPISTRANO CA 92675 SFD 725% 6.250 $ 4,093.06 360 1-Nov-28 $ 598,587.32
4960909 HILLSBOROUGH CA 94010 SFD 725% 6.250 $ 4,430.73 360 1-Dec-28 $ 648,483.60
4960912 MILL VALLEY CA 94941 SFD 713% 6.250 $ 3,334.91 360 1-Nov-28 $ 493,805.39
4960918 DANVILLE CA 94506 SFD 725% 6.250 $ 2,455.56 360 1-Nov-28 $ 359,112.50
4960923 BURLINGAME CA 94010 SFD 713% 6.250 $ 2,324.33 360 1-Dec-28 $ 344,167.40
4960932 FREMONT CA 94539 SFD 713% 6.250 $ 2,856.57 360 1-Nov-28 $ 422,976.74
4960934 AVON CO 81620 LCO 725% 6.250 $ 648.07 360 1-Nov-28 $ 94,776.32
4960940 EL DORADO HILLS CA 95762 SFD 688% 6.250 $ 1,997.06 360 1-Dec-28 $ 303,487.75
4960942 APTOS CA 95003 SFD 713% 6.250 $ 3,772.82 360 1-Dec-28 $ 559,101.70
4960949 LAGUNA NIGUEL CA 92677 SFD 700% 6.250 $ 4,158.14 360 1-Nov-28 $ 623,454.09
4960956 MANHATTAN BEACH CA 90266 SFD 700% 6.250 $ 1,912.74 360 1-Dec-28 $ 287,027.31
4960958 VILLAPARK CA 92861 SFD 713% 6.250 $ 3,072.16 360 1-Dec-28 $ 455,268.51
4960966 CAMARILLO CA 93010 SFD 738% 6.250 $ 4,454.85 360 1-Jul-28 $ 641,296.14
4960978 SAN BRUNO CA 94066 SFD 713% 6.250 $ 2,142.42 360 1-Dec-28 $ 317,489.91
4960979 PACIFIC PALISADES CA 90272 SFD 713% 6.250 $ 4,379.17 360 1-Nov-28 $ 648,431.34
4960981 CARLSBAD CA 92008 SFD 663% 6.250 $ 1,597.58 360 1-Nov-28 $ 248,835.95
4960986 SCOTTSDALE AZ 85250 SFD 725% 6.250 $ 833.96 360 1-Nov-28 $ 121,765.95
4960987 LOS ANGELES CA 90004 SFD 775% 6.250 $ 4,656.68 360 1-Dec-28 $ 649,079.51
4960990 SOLANA BEACH CA 92075 SFD 725% 6.250 $ 2,012.42 360 1-Nov-28 $ 294,305.43
4960993 SCOTTSDALE AZ 85259 SFD 700% 6.250 $ 2,335.21 360 1-Nov-28 $ 349,702.33
4960994 LOS ALTOS CA 94024 SFD 713% 6.250 $ 2,593.82 360 1-Dec-28 $ 384,382.41
4960997 MORAGA CA 94556 SFD 713% 6.250 $ 2,307.49 360 1-Nov-28 $ 341,673.42
4960998 MENLO PARK CA 94025 SFD 713% 6.250 $ 2,492.76 360 1-Dec-28 $ 369,406.48
4960999 SCOTTSDALE AZ 85258 SFD 725% 6.250 $ 2,387.62 360 1-Nov-28 $ 349,175.92
4961003 SAN DIEGO CA 92130 SFD 725% 6.250 $ 3,547.32 360 1-Nov-28 $ 518,775.68
4961004 VIENNA VA 22182 SFD 663% 6.250 $ 1,920.94 360 1-Oct-28 $ 298,932.43
4961006 PORTLAND OR 97233 SFD 725% 6.250 $ 682.18 360 1-Dec-28 $ 99,843.51
4961010 SAN MATEO CA 94402 SFD 725% 6.250 $ 1,650.87 360 1-Dec-28 $ 241,621.28
4961016 WOODRIDGE IL 60517 SFD 700% 6.250 $ 2,128.97 360 1-Nov-28 $ 318,763.44
4961019 SANTA CLARA CA 95050 SFD 738% 6.250 $ 1,795.76 360 1-Dec-28 $ 259,603.10
4961022 LAGUNA BEACH CA 92651 SFD 713% 6.250 $ 3,604.39 360 1-Dec-28 $ 534,141.80
4961028 IRVINE CA 92612 SFD 738% 6.250 $ 6,285.14 360 1-Oct-28 $ 907,204.63
4961035 SARATOGA CA 95070 SFD 688% 6.250 $ 5,020.58 360 1-Dec-28 $ 761,220.57
4961040 SCOTTSDALE AZ 85259 SFD 700% 6.250 $ 2,661.21 360 1-Dec-28 $ 399,342.33
4961048 SAN ANTONIO TX 78248 SFD 688% 6.250 $ 1,884.07 360 1-Dec-28 $ 285,713.29
4961049 PORTLAND OR 97210 SFD 700% 6.250 $ 2,062.44 360 1-Dec-28 $ 309,490.30
4961050 MENLO PARK CA 94025 SFD 713% 6.250 $ 4,236.34 360 1-Nov-28 $ 627,218.46
4961052 DEL MAR CA 92014 LCO 700% 6.250 $ 1,809.62 360 1-Nov-28 $ 271,327.24
4961054 KANTFIELD CA 94904 SFD 725% 6.250 $ 5,662.06 360 1-Aug-28 $ 826,055.99
4961059 AURORA CO 80014 SFD 713% 6.250 $ 673.72 360 1-Nov-28 $ 99,457.48
4961061 CALABASAS CA 91302 SFD 713% 6.250 $ 4,918.15 360 1-Nov-28 $ 728,238.26
4961064 TARZANA CA 91356 SFD 738% 6.250 $ 4,972.86 360 1-Aug-28 $ 716,661.92
4961070 PARK CITY UT 84060 SFD 763% 6.250 $ 6,108.26 360 1-Nov-28 $ 861,114.23
4961076 TRACY CA 95376 SFD 725% 6.250 $ 1,682.25 360 1-Nov-28 $ 246,019.38
4961078 RICHMOND TX 77469 SFD 738% 6.250 $ 2,085.84 360 1-Nov-28 $ 301,306.36
4961082 ALPINE CA 91901 SFD 738% 6.250 $ 6,906.75 360 1-Dec-28 $ 998,473.49
4961084 EDWARDS CO 81632 SFD 725% 6.250 $ 1,814.59 360 1-Nov-28 $ 265,373.71
4961086 ALAMO CA 94507 SFD 713% 6.250 $ 3,076.87 360 1-Dec-28 $ 455,967.41
4961087 LOS ANGELES CA 90049 SFD 738% 6.250 $ 3,280.71 360 1-Nov-28 $ 473,909.00
4961088 SANTA FE NM 87505 SFD 725% 6.250 $ 723.11 360 1-Dec-28 $ 105,834.12
4961089 SAN CLEMENTE CA 92673 LCO 750% 6.250 $ 1,835.44 360 1-Oct-28 $ 261,359.14
4961091 PALO ALTO CA 94301 SFD 713% 6.250 $ 2,209.80 360 1-Nov-28 $ 327,208.42
4961096 SAN JOSE CA 95132 SFD 675% 6.250 $ 1,880.93 360 1-Nov-28 $ 289,246.74
4961097 SAN MATEO CA 94402 SFD 750% 6.250 $ 5,223.13 360 1-Aug-28 $ 743,621.32
4961102 SAN JOSE CA 95138 SFD 713% 6.250 $ 2,546.66 360 1-Dec-28 $ 376,387.70
4961106 ISSAQUAH WA 98029 SFD 738% 6.250 $ 2,101.72 360 1-Dec-28 $ 303,835.49
4961107 SAN FRANCISCO CA 94121 SFD 725% 6.250 $ 1,944.20 360 1-Dec-28 $ 284,095.46
4961112 SAN JOSE CA 95120 SFD 713% 6.250 $ 2,021.16 360 1-Dec-28 $ 299,518.76
4961114 PHOENIX AZ 85254 SFD 738% 6.250 $ 1,673.16 360 1-Dec-28 $ 241,880.21
4961116 DANVILLE CA 94526 SFD 713% 6.250 $ 3,031.74 360 1-Nov-28 $ 448,914.02
4961117 UNION CITY CA 94587 SFD 750% 6.250 $ 2,384.32 360 1-Nov-28 $ 340,236.04
4961119 CHANDLER AZ 85224 SFD 725% 6.250 $ 1,671.33 360 1-Dec-28 $ 244,616.60
4961120 LAGUNA NIGUEL CA 92677 SFD 750% 6.250 $ 2,403.20 360 1-Oct-28 $ 342,670.10
4961122 MILL VALLEY CA 94941 SFD 700% 6.250 $ 4,573.95 360 1-Nov-28 $ 685,799.52
4961128 SAN JOSE CA 95117 SFD 700% 6.250 $ 2,188.85 360 1-Dec-28 $ 328,459.06
4961129 SCOTTSDALE AZ 85255 SFD 713% 6.250 $ 3,182.98 360 1-Dec-28 $ 471,692.14
4961132 RANCHO SANTA FE CA 92067 SFD 750% 6.250 $ 6,991.45 360 1-Aug-28 $ 995,377.40
4961136 CARDIFF BY THE SEA CA 92007 SFD 713% 6.250 $ 2,795.93 360 1-Nov-28 $ 413,994.38
4961138 PHOENIX AZ 85018 SFD 750% 6.250 $ 1,734.05 360 1-Dec-28 $ 247,616.48
4961140 AGOURA HILLS CA 91301 SFD 725% 6.250 $ 2,660.49 360 1-Nov-28 $ 389,081.75
4961142 FREMONT CA 94539 SFD 713% 6.250 $ 2,290.64 360 1-Dec-28 $ 339,454.61
4961144 SCOTTSDALE AZ 85259 SFD 700% 6.250 $ 2,428.35 360 1-Dec-28 $ 364,399.89
4961146 SAN DIEGO CA 92130 SFD 725% 6.250 $ 1,906.68 360 1-Nov-28 $ 278,841.94
4961147 SARATOGA CA 95070 SFD 738% 6.250 $ 4,489.39 360 1-Aug-28 $ 646,986.43
4961155 LOS ALTOS CA 94024 SFD 713% 6.250 $ 4,156.84 360 1-Dec-28 $ 616,010.27
4961158 GLENDALE CA 91208 SFD 713% 6.250 $ 1,731.46 360 1-Oct-28 $ 256,170.56
4961168 SAN DIEGO CA 92128 SFD 725% 6.250 $ 3,383.59 360 1-Oct-28 $ 494,438.23
4961177 BEVERLY HILLS CA 90210 SFD 700% 6.250 $ 4,723.65 360 1-Nov-28 $ 708,243.85
4961178 PARADISE VALLEY AZ 85253 SFD 725% 6.250 $ 6,037.26 360 1-Oct-28 $ 882,213.34
4961179 PORTLAND OR 97219 SFD 700% 6.250 $ 1,906.09 360 1-Dec-28 $ 286,028.95
4961182 DANVILLE CA 94526 SFD 738% 6.250 $ 1,947.70 360 1-Oct-28 $ 277,937.89
4961184 DANVILLE CA 94506 SFD 725% 6.250 $ 3,601.90 360 1-Dec-28 $ 527,173.73
4961188 RANCHO PALOS VERDES CA 90275 SFD 725% 6.250 $ 2,933.36 360 1-Dec-28 $ 429,327.09
4961190 LA CANADA-FLINTRIDGE CA 91011 SFD 725% 6.250 $ 2,558.16 360 1-Nov-28 $ 374,117.09
4961196 SAN DIEGO CA 92130 SFD 725% 6.250 $ 1,719.08 360 1-Jan-29 $ 251,803.42
4961203 LAGUNA BEACH CA 92651 SFD 713% 6.250 $ 4,089.47 360 1-Dec-28 $ 606,026.30
4961206 PALO ALTO CA 94303 SFD 750% 6.250 $ 4,894.50 360 1-Sep-28 $ 697,369.83
4961209 NEWPORT BEACH CA 92663 SFD 750% 6.250 $ 5,488.83 360 1-Sep-28 $ 780,649.59
4961218 SAN DIEGO CA 92103 SFD 675% 6.250 $ 3,041.93 360 1-Nov-28 $ 467,781.76
4961222 ANAHEIM CA 92807 SFD 713% 6.250 $ 2,088.53 360 1-Nov-28 $ 309,251.86
4961224 LAGUNA BEACH CA 92651 SFD 725% 6.250 $ 3,820.19 360 1-Dec-28 $ 559,123.64
4961232 EDWARDS CO 81632 SFD 738% 6.250 $ 1,830.29 360 1-Dec-28 $ 264,595.48
4961233 LA JOLLA CA 92037 SFD 700% 6.250 $ 3,801.54 360 1-Dec-28 $ 570,221.97
4961240 THATCHER AZ 85552 SFD 750% 6.250 $ 492.95 360 1-Dec-28 $ 70,395.03
4961246 SAN DIEGO CA 92131 SFD 738% 6.250 $ 2,279.23 360 1-Oct-28 $ 328,983.94
4961251 WESTLAKE VILLAGE CA 91361 SFD 725% 6.250 $ 4,952.60 360 1-Oct-28 $ 723,713.99
4961255 WALNUT CA 91789 SFD 738% 6.250 $ 1,726.69 360 1-Dec-28 $ 249,618.37
4961257 AURORA CO 80016 SFD 700% 6.250 $ 1,430.40 360 1-Oct-28 $ 212,059.17
4961259 SAN DIEGO CA 92037 SFD 738% 6.250 $ 2,762.70 360 1-Oct-28 $ 398,771.26
4961292 CONCORD CA 94518 SFD 713% 6.250 $ 1,913.36 360 1-Nov-28 $ 283,314.62
4961293 SAN DIEGO CA 92107 SFD 650% 6.233 $ 2,477.71 360 1-Dec-28 $ 391,289.32
4961299 LA JOLLA CA 92037 LCO 675% 6.250 $ 687.51 360 1-Dec-28 $ 105,816.97
4961305 BYRON CA 94514 SFD 738% 6.250 $ 1,933.89 360 1-Dec-28 $ 279,572.57
4961309 HUNTINGTON BEACH CA 92648 SFD 675% 6.250 $ 3,562.44 360 1-Dec-28 $ 548,303.54
4961312 WEST HILLS CA 91304 SFD 750% 6.250 $ 3,574.38 360 1-Dec-28 $ 510,438.87
4961330 DALLAS TX 75209 SFD 700% 6.250 $ 3,271.63 360 1-Nov-28 $ 490,533.67
4961333 ELIZABETH CO 80107 SFD 713% 6.250 $ 1,751.67 360 1-Nov-28 $ 259,331.74
4961337 HOUSTON TX 77005 SFD 700% 6.250 $ 1,780.35 360 1-Dec-28 $ 267,160.02
4961350 ALHAMBRA CA 91801 SFD 775% 6.250 $ 312.71 360 1-Dec-28 $ 43,588.20
4961372 SAN DIEGO CA 92014 LCO 725% 6.250 $ 4,434.15 360 1-Nov-28 $ 648,469.59
4961378 EL CAJON CA 92019 SFD 700% 6.250 $ 1,704.50 360 1-Nov-28 $ 255,566.31
4961382 SUNDANCE UT 84604 SFD 725% 6.250 $ 3,138.01 360 1-Dec-28 $ 459,280.15
4961391 PLANO TX 75024 SFD 688% 6.250 $ 1,731.01 360 1-Dec-28 $ 263,055.99
4961398 HOUSTON TX 77005 SFD 663% 6.250 $ 1,920.93 360 1-Dec-28 $ 299,390.11
4961436 VALLEJO CA 94591 SFD 738% 6.250 $ 1,705.28 360 1-Oct-28 $ 246,141.55
4961443 SOUTHLAKE TX 76092 SFD 688% 6.250 $ 2,393.19 360 1-Nov-28 $ 355,833.60
4961449 PALOS VERDES ESTATES CA 90274 SFD 738% 6.250 $ 4,012.82 360 1-Nov-28 $ 579,665.56
4961450 SAN DIEGO CA 92037 LCO 713% 6.250 $ 2,630.20 360 1-Nov-28 $ 388,956.64
4961454 SAN DIEGO CA 92122 SFD 700% 6.250 $ 1,717.81 360 1-Nov-28 $ 257,258.74
4961459 WESTMINSTER CA 92683 SFD 725% 6.250 $ 1,227.92 360 1-Nov-28 $ 179,576.19
4961468 EDWARDS CO 81632 SFD 763% 6.250 $ 1,875.65 360 1-Nov-28 $ 264,420.95
4961471 CALABASAS CA 91302 SFD 675% 6.250 $ 5,180.68 360 1-Nov-28 $ 795,997.38
4961472 LA CANADA FLINTRIDGE CA 91011 SFD 688% 6.250 $ 4,401.42 360 1-Nov-28 $ 668,036.07
4961473 IRVINE CA 92612 SFD 738% 6.250 $ 3,087.32 360 1-Nov-28 $ 445,973.32
4961475 SAN DIMAS CA 91773 SFD 725% 6.250 $ 1,725.91 360 1-Dec-28 $ 251,766.88
4961479 MILLBRAE CA 94030 SFD 750% 6.250 $ 2,342.37 360 1-Aug-28 $ 333,484.78
4961486 LA JOLLA CA 92037 SFD 763% 6.250 $ 4,954.56 360 1-Aug-28 $ 696,911.45
4961490 REDWOOD CITY CA 94062 SFD 713% 6.250 $ 2,724.18 360 1-Dec-28 $ 403,423.92
4961494 LIVERMORE CA 94550 SFD 713% 6.250 $ 2,088.53 360 1-Dec-28 $ 309,502.72
4961495 FOSTER CITY CA 94404 SFD 713% 6.250 $ 2,438.86 360 1-Dec-28 $ 360,161.59
4961499 LAGUNA BEACH CA 92651 SFD 700% 6.250 $ 3,685.78 360 1-Dec-28 $ 553,089.13
4961500 SOUTH PASADENA CA 91030 SFD 750% 6.250 $ 4,754.66 360 1-Aug-28 $ 676,740.13
4961503 SAN JOSE CA 95120 SFD 700% 6.250 $ 2,315.25 360 1-Dec-28 $ 346,743.09
4961509 RANCHO PALOS VERDES CA 90275 SFD 713% 6.250 $ 3,772.82 360 1-Dec-28 $ 559,101.70
4961522 CALABASAS CA 91302 SFD 713% 6.250 $ 5,422.09 360 1-Nov-28 $ 802,857.84
4961526 SAN DIEGO CA 92120 SFD 738% 6.250 $ 4,445.88 360 1-Sep-28 $ 641,220.67
4961527 MORAGA CA 94556 SFD 713% 6.250 $ 2,795.93 360 1-Dec-28 $ 414,334.29
4961539 PORTLAND OR 97206 SFD 725% 6.250 $ 627.60 360 1-Nov-28 $ 91,783.39
4961552 BEVERLY HILLS CA 90210 SFD 713% 6.250 $ 5,302.16 360 1-Nov-28 $ 785,100.73
4961558 SAN DIMAS CA 91773 SFD 725% 6.250 $ 2,360.33 360 1-Nov-28 $ 345,185.37
4961563 NEWPORT BEACH CA 92663 SFD 713% 6.250 $ 5,524.49 360 1-Dec-28 $ 818,684.63
4961568 MILLBRAE CA 94030 SFD 675% 6.250 $ 2,381.65 360 1-Nov-28 $ 366,246.20
4961569 CARDIFF CA 92007 SFD 663% 6.250 $ 2,353.14 360 1-Dec-28 $ 364,683.28
4961576 MILPITAS CA 95035 SFD 713% 6.250 $ 2,102.00 360 1-Dec-28 $ 311,499.52
4961580 WEST LINN OR 97068 SFD 713% 6.250 $ 1,741.56 360 1-Dec-28 $ 258,085.34
4961585 BELL CANYON CA 91307 SFD 725% 6.250 $ 3,983.91 360 1-Dec-28 $ 583,086.09
4961589 FREMONT CA 94539 SFD 725% 6.250 $ 2,298.93 360 1-Dec-28 $ 336,472.63
4961591 LEXINGTON MA 02420 SFD 700% 6.250 $ 3,326.51 360 1-Dec-28 $ 498,172.09
4961593 LAKE OSWEGO OR 97034 SFD 700% 6.250 $ 1,676.56 360 1-Nov-28 $ 251,351.23
4961599 ENCINITAS CA 92024 SFD 725% 6.250 $ 3,465.46 360 1-Dec-28 $ 505,326.85
4961601 SAN DIEGO CA 92106 SFD 713% 6.250 $ 4,210.74 360 1-Dec-28 $ 623,997.43
4961609 SAN JUAN CAPISTRANO CA 92675 SFD 750% 6.250 $ 5,383.95 360 1-Sep-28 $ 767,106.81
4961628 CHINO HILLS CA 91709 SFD 738% 6.250 $ 1,933.89 360 1-Nov-28 $ 279,356.89
4961633 CALABASAS CA 91302 SFD 725% 6.250 $ 3,410.88 360 1-Dec-28 $ 499,217.55
4961640 SAN JOSE CA 95148 SFD 688% 6.250 $ 2,093.96 360 1-Dec-28 $ 318,212.89
4961746 TEMPE AZ 85284 SFD 688% 6.250 $ 1,765.50 360 1-Nov-28 $ 265,529.88
4961748 SAN DIEGO CA 92130 SFD 688% 6.250 $ 2,925.30 360 1-Dec-28 $ 444,549.65
4961758 PARK CITY UT 84098 SFD 700% 6.250 $ 1,320.63 360 1-Dec-28 $ 198,173.63
4961779 RANCHO PALOS VERDES CA 90275 LCO 725% 6.250 $ 1,800.95 360 1-Nov-28 $ 263,378.41
4961782 PEBBLE BEACH CA 93953 SFD 663% 6.250 $ 2,859.63 360 1-Dec-28 $ 445,411.38
4961783 LOVELAND OH 45140 SFD 713% 6.250 $ 1,751.67 360 1-Dec-28 $ 259,582.93
4961787 SCOTTSDALE AZ 85260 SFD 713% 6.250 $ 1,696.42 360 1-Dec-28 $ 251,396.09
4961799 SCOTTSDALE AZ 85259 SFD 700% 6.250 $ 2,880.76 360 1-Dec-28 $ 432,288.07
4961807 SANTA CRUZ CA 95060 SFD 725% 6.250 $ 2,019.24 360 1-Dec-28 $ 294,536.79
4961808 SAN JOSE CA 95132 SFD 713% 6.250 $ 1,691.03 360 1-Dec-28 $ 250,597.37
4961811 CUPERTINO CA 95014 SFD 700% 6.250 $ 2,980.56 360 1-Dec-28 $ 445,257.57
4961824 PORTLAND OR 97210 SFD 700% 6.250 $ 1,703.17 360 1-Nov-28 $ 255,366.81
4961831 FREMONT CA 94539 SFD 700% 6.250 $ 2,528.15 360 1-Dec-28 $ 379,375.22
4961837 BANDON OR 97411 SFD 775% 6.250 $ 591.04 360 1-Nov-28 $ 82,143.04
4961838 RANCHO PALOS VERDES CA 90274 SFD 763% 6.250 $ 2,866.56 360 1-Nov-28 $ 404,115.04
4961842 LOS ANGELES CA 91436 SFD 750% 6.250 $ 5,453.87 360 1-Dec-28 $ 777,050.71
4961851 TULATIN OR 97062 SFD 688% 6.250 $ 3,192.67 360 1-Dec-28 $ 484,181.08
4961868 PLAYA DEL REY CA 90293 SFD 713% 6.250 $ 3,469.65 360 1-Nov-28 $ 513,757.14
4961872 LA JOLLA CA 92037 SFD 713% 6.250 $ 3,213.64 360 1-Dec-28 $ 476,234.83
4961878 SAN MATEO CA 94403 SFD 725% 6.250 $ 2,264.83 360 1-Nov-28 $ 330,945.51
4961888 LAGUNA BEACH CA 92651 SFD 725% 6.250 $ 3,274.45 360 1-Nov-28 $ 478,869.85
4961908 LOS ANGELES CA 90049 SFD 725% 6.250 $ 5,750.75 360 1-Nov-28 $ 840,764.43
4961917 BAINBRIDGE ISLAND WA 98110 SFD 650% 6.233 $ 2,319.69 360 1-Nov-28 $ 365,798.20
4961923 LOS ANGELES CA 90045 SFD 725% 6.250 $ 2,503.59 360 1-Nov-28 $ 364,430.77
4961969 SAN JOSE CA 95118 SFD 713% 6.250 $ 1,970.63 360 1-Nov-28 $ 288,758.32
4961981 SCOTTSDALE AZ 85258 SFD 688% 6.250 $ 1,583.20 360 1-Nov-28 $ 240,342.58
4961985 SAN FRANCISCO CA 94115 SFD 738% 6.250 $ 2,954.36 360 1-Nov-28 $ 426,767.55
4961987 LOS ALTOS CA 92024 SFD 713% 6.250 $ 2,888.23 360 1-Oct-28 $ 427,316.44
4961996 STOW MA 01775 SFD 700% 6.250 $ 1,643.30 360 1-Nov-28 $ 246,389.04
4961999 MILL VALLEY CA 94941 SFD 750% 6.250 $ 1,778.80 360 1-Nov-28 $ 253,830.05
4962012 PALO ALTO CA 94306 SFD 725% 6.250 $ 3,338.57 360 1-Nov-28 $ 488,247.73
4962018 MORGAN HILL CA 95037 SFD 738% 6.250 $ 2,306.85 360 1-Oct-28 $ 332,974.02
4962020 DEL MAR CA 92014 SFD 725% 6.250 $ 3,690.57 360 1-Nov-28 $ 539,726.25
4962033 SHERMAN OAKS CA 91423 SFD 713% 6.250 $ 5,423.43 360 1-Nov-28 $ 803,057.29
4962040 MORAGA CA 94556 SFD 713% 6.250 $ 2,048.10 360 1-Nov-28 $ 303,166.36
4962043 SAN JOSE CA 95148 SFD 713% 6.250 $ 2,364.75 360 1-Nov-28 $ 350,020.21
4962070 PALOS VERDES ESTATES CA 90274 SFD 725% 6.250 $ 5,331.21 360 1-Dec-28 $ 780,277.02
4962083 PALO ALTO CA 94301 SFD 713% 6.250 $ 2,694.87 360 1-Nov-28 $ 399,034.68
4962100 SARATOGA CA 95070 SFD 725% 6.250 $ 3,820.19 360 1-Nov-28 $ 558,681.49
4962111 MILL VALLEY CA 94941 SFD 738% 6.250 $ 3,030.34 360 1-Dec-28 $ 438,079.73
4962116 NEWPORT BEACH CA 92625 SFD 725% 6.250 $ 5,621.13 360 1-Nov-28 $ 822,059.93
4962122 ENCINITAS CA 92024 SFD 700% 6.250 $ 4,657.12 360 1-Nov-28 $ 698,268.58
4962144 BELLAIRE TX 77401 SFD 688% 6.250 $ 2,048.30 360 1-Oct-28 $ 310,743.17
4962151 WARD CO 80481 SFD 738% 6.250 $ 704.49 360 1-Nov-28 $ 101,765.42
4962159 SANTA BARBARA CA 93105 SFD 738% 6.250 $ 2,590.03 360 1-Dec-28 $ 374,427.56
4962167 MILL VALLEY CA 94941 SFD 763% 6.250 $ 2,477.28 360 1-Dec-28 $ 349,491.75
4962178 SOLANA BEACH CA 92075 SFD 725% 6.250 $ 2,837.85 360 1-Nov-28 $ 415,020.55
4962182 KENSINGTON CA 94708 SFD 738% 6.250 $ 3,038.97 360 1-Nov-28 $ 438,928.00
4962191 REDWOOD CITY CA 94062 SFD 725% 6.250 $ 3,080.03 360 1-Nov-28 $ 450,251.03
4962200 FREMONT CA 94539 SFD 713% 6.250 $ 2,587.08 360 1-Nov-28 $ 383,073.28
4962220 SAN DIEGO CA 92110 SFD 713% 6.250 $ 1,940.31 360 1-Oct-28 $ 287,070.52
4962224 SAN JOSE CA 95129 PUD 738% 6.250 $ 1,795.76 360 1-Nov-28 $ 259,402.82
4962231 VISTA CA 92084 SFD 738% 6.250 $ 2,728.17 360 1-Oct-28 $ 393,241.28
4962245 LOS ANGELES CA 91316 SFD 725% 6.250 $ 5,320.97 360 1-Nov-28 $ 778,163.54
4962248 GLENDALE CA 91214 SFD 725% 6.250 $ 2,046.53 360 1-Dec-28 $ 299,530.53
4962260 LOS ALTOS HILLS CA 94022 SFD 725% 6.250 $ 3,676.25 360 1-Dec-28 $ 538,056.66
4962284 SPRING VALLEY CA 91977 SFD 688% 6.250 $ 1,694.88 360 1-Nov-28 $ 256,846.00
4962290 NEWPORT BEACH CA 92625 SFD 738% 6.250 $ 4,862.35 360 1-Oct-28 $ 701,635.59
4962297 ENCINITAS CA 92024 MF2 738% 6.250 $ 2,268.18 360 1-Oct-28 $ 327,391.20
4962302 NORTHRIDGE CA 91324 SFD 725% 6.250 $ 2,101.10 360 1-Dec-28 $ 307,518.01
4962397 TEMECULA CA 92592 SFD 738% 6.250 $ 718.31 360 1-Nov-28 $ 103,761.11
4962403 NEW YORK NY 10003 LCO 713% 6.250 $ 1,598.40 360 1-Dec-28 $ 236,869.42
4962786 DENVER CO 80246 SFD 713% 6.250 $ 2,358.02 360 1-Dec-28 $ 349,438.55
4962808 ROCKAWAY TOWNSHIP NJ 07866 SFD 725% 6.250 $ 1,869.16 360 1-Nov-28 $ 273,323.72
4962832 FOLSOM CA 95630 SFD 775% 6.250 $ 3,162.97 360 1-Dec-28 $ 440,874.75
4962837 CAPTIVA FL 33924 SFD 763% 6.250 $ 2,035.27 360 1-Dec-28 $ 286,396.58
4962847 BATON ROUGE LA 70810 SFD 725% 6.250 $ 2,305.76 360 1-Dec-28 $ 337,471.05
4962860 MOORESTOWN NJ 08057 SFD 725% 6.250 $ 2,264.83 360 1-Jan-29 $ 331,741.00
4962863 SANTA BARBARA CA 93105 SFD 688% 6.250 $ 1,826.27 360 1-Dec-28 $ 277,531.54
4962869 ANDOVER MA 01810 SFD 675% 6.250 $ 2,188.37 360 1-Dec-28 $ 336,817.38
4962878 WINTER PARK FL 32789 SFD 688% 6.250 $ 3,120.41 360 1-Dec-28 $ 474,199.60
4962887 BEDFORD MA 01730 SFD 725% 6.250 $ 1,957.85 360 1-Dec-28 $ 285,603.91
4962891 GLOUCESTER VA 23061 SFD 688% 6.250 $ 2,069.33 360 1-Dec-28 $ 314,469.20
4962913 CINCINNATI OH 45244 SFD 700% 6.250 $ 2,528.15 360 1-Dec-28 $ 379,375.22
4962918 BELLEVUE WA 98006 SFD 713% 6.250 $ 1,641.18 360 1-Nov-28 $ 238,362.27
4962928 POTOMAC MD 20854 SFD 713% 6.250 $ 4,379.17 360 1-Jan-29 $ 649,480.21
4962936 TINLEY PARK IL 60477 PUD 825% 6.250 $ 450.76 360 1-Dec-27 $ 59,439.76
4963081 YORBA LINDA CA 92887 SFD 700% 6.250 $ 2,809.58 360 1-Dec-28 $ 421,405.66
4963088 LONGWOOD FL 32779 SFD 688% 6.250 $ 3,882.45 360 1-Dec-28 $ 590,004.13
4963104 LEBANON NJ 07830 SFD 650% 6.233 $ 1,795.07 360 1-Dec-28 $ 283,485.13
4963114 HINGHAM MA 02043 SFD 675% 6.250 $ 2,438.73 360 1-Dec-28 $ 375,350.72
4963137 WEST SIMSBURY CT 06092 SFD 675% 6.250 $ 2,646.29 360 1-Dec-28 $ 407,295.44
4963158 MIDLOTHIAN VA 23113 SFD 675% 6.250 $ 1,686.36 360 1-Dec-28 $ 259,465.90
4963165 NORTH HALEDON NJ 07508 SFD 688% 6.250 $ 2,641.56 300 1-Nov-23 $ 376,564.01
4963169 PALM BEACH GARDENS FL 33418 SFD 675% 6.250 $ 1,945.80 360 1-Dec-28 $ 299,481.95
4963174 MILLSTONE NJ 07706 SFD 675% 6.250 $ 1,906.88 360 1-Dec-28 $ 293,492.32
4963326 NORWALK CT 06855 SFD 663% 6.250 $ 1,807.08 240 1-Jan-19 $ 239,517.92
4963365 CLOSTER BORO NJ 07624 SFD 675% 6.250 $ 2,302.53 360 1-Jan-29 $ 354,631.93
4963370 ORANGE CT 06477 SFD 675% 6.250 $ 2,270.09 360 1-Dec-28 $ 349,395.62
4963378 TORRANCE CA 90505 SFD 725% 6.250 $ 2,565.67 360 1-Jan-29 $ 375,806.60
4963389 LOVETTSVILLE VA 20180 SFD 675% 6.250 $ 2,257.12 360 1-Jan-29 $ 347,700.38
4963403 BOCA RATON FL 33498 SFD 688% 6.250 $ 1,806.55 360 1-Jan-29 $ 274,768.97
4963414 NASHVILLE TN 37205 SFD 713% 6.250 $ 2,206.43 360 1-Dec-28 $ 326,974.65
4963415 NEWNAN GA 30263 SFD 713% 6.250 $ 1,617.60 360 1-Dec-28 $ 239,714.84
4963423 MISSION VIEJO CA 92692 PUD 813% 6.250 $ 2,969.99 360 1-Dec-28 $ 399,474.91
4963426 WOOLWICH NJ 08085 SFD 713% 6.250 $ 1,832.51 360 1-Dec-28 $ 270,675.42
4963428 BETHESDA MD 20814 SFD 738% 6.250 $ 2,072.03 360 1-Dec-28 $ 299,542.04
4963432 MIDLOTHIAN VA 23113 SFD 688% 6.250 $ 3,514.57 360 1-Dec-28 $ 534,098.49
4963442 LOS ANGELES CA 90077 SFD 725% 6.250 $ 3,120.96 360 1-Dec-28 $ 456,704.53
4963458 CHARLOTTE NC 28207 SFD 688% 6.250 $ 2,923.33 360 1-Jan-29 $ 444,626.15
4963469 RANDOLPH NJ 07945 SFD 650% 6.233 $ 2,212.24 360 1-Dec-28 $ 349,365.47
4963472 IJAMSVILLE MD 21754 SFD 700% 6.250 $ 1,957.99 360 1-Dec-28 $ 293,816.11
4963477 ISLANDPARK NY 11558 SFD 725% 6.250 $ 1,998.78 360 1-Dec-28 $ 292,541.48
4963488 MCLEAN VA 22101 SFD 675% 6.250 $ 2,918.69 360 1-Nov-28 $ 448,831.13
4963497 HOPKINTON MA 01748 SFD 663% 6.250 $ 1,920.94 360 1-Nov-28 $ 299,201.54
4963498 ACTON MA 01720 LCO 713% 6.250 $ 1,765.15 360 1-Dec-28 $ 261,579.71
4963507 STAMFORD CT 06903 SFD 725% 6.250 $ 2,481.42 360 1-Dec-28 $ 363,180.76
4963513 CARIMICHAEL CA 95608 SFD 725% 6.250 $ 1,998.78 360 1-Dec-28 $ 292,541.48
4963519 ELLICOTT CITY MD 21042 SFD 700% 6.250 $ 1,835.14 240 1-Dec-18 $ 234,902.77
4963528 AVON CT 06001 SFD 650% 6.233 $ 1,611.78 360 1-Dec-28 $ 254,317.10
4963531 WHITESTONE VA 22578 SFD 650% 6.233 $ 1,640.85 360 1-Dec-28 $ 259,129.37
4963537 WELLESLEY MA 02181 SFD 725% 6.250 $ 3,090.26 360 1-Dec-28 $ 452,291.10
4963539 SCARSDALE NY 10583 SFD 725% 6.250 $ 1,757.29 360 1-Jan-29 $ 257,399.04
4963549 BOWIE MD 20721 SFD 688% 6.250 $ 2,128.45 360 1-Nov-28 $ 323,116.98
4963556 FLORENCE SC 29501 SFD 688% 6.250 $ 1,708.01 360 1-Dec-28 $ 259,561.89
4963565 PRESCOTT AZ 86305 SFD 725% 6.250 $ 1,637.23 360 1-Jan-29 $ 239,812.77
4963568 MARIETTA GA 30062 PUD 688% 6.250 $ 1,938.60 360 1-Dec-28 $ 294,602.74
4963569 MAITLAND FL 32751 PUD 688% 6.250 $ 2,548.88 360 1-Dec-28 $ 386,744.49
4963585 CHESTER MD 21619 SFD 675% 6.250 $ 2,270.09 360 1-Dec-28 $ 349,395.62
4963586 WESTON CT 06883 SFD 650% 6.233 $ 2,149.04 360 1-Dec-28 $ 339,383.59
4963595 NEW ROCHELLE NY 10801 SFD 675% 6.250 $ 1,751.21 360 1-Nov-28 $ 269,298.69
4963599 NEW FAIRFIELD CT 06798 SFD 700% 6.250 $ 2,262.03 360 1-Dec-28 $ 337,164.66
4963601 FAIRFAX STATION VA 22039 SFD 713% 6.250 $ 1,637.14 360 1-Dec-28 $ 242,388.88
4963605 ARLINGTON VA 22207 SFD 725% 6.250 $ 2,046.53 360 1-Jan-29 $ 299,765.97
4963613 WINCHESTER VA 22601 SFD 688% 6.250 $ 2,299.25 360 1-Dec-28 $ 349,410.23
4963625 LONGBOAT KEY FL 34242 HCO 675% 6.250 $ 3,453.79 360 1-Nov-28 $ 531,116.81
4963657 LIVINGSTON NJ 07039 SFD 700% 6.250 $ 4,291.20 360 1-Dec-28 $ 643,939.52
4963677 WATERFORD CT 06385 SFD 663% 6.250 $ 2,561.25 360 1-Dec-28 $ 399,292.21
4963689 BEVERLY HILLS CA 90210 SFD 725% 6.250 $ 4,400.04 360 1-Dec-28 $ 643,990.64
4963694 GOLDEN CO 80401 SFD 725% 6.250 $ 1,900.55 360 1-Dec-28 $ 278,164.01
4963709 MONROE LA 71201 SFD 675% 6.250 $ 3,722.96 360 1-Dec-28 $ 573,008.80
4963712 HUNTINGTON WV 25701 SFD 788% 6.250 $ 2,407.24 360 1-Jan-29 $ 331,771.51
4963943 MALVERN PA 19355 SFD 713% 6.250 $ 2,277.17 360 1-Dec-28 $ 337,457.81
4963944 HENDERSONVILLE TN 37075 SFD 713% 6.250 $ 2,856.91 240 1-Jan-19 $ 364,259.99
4963945 ROBESONA PA 19551 SFD 713% 6.250 $ 3,328.17 360 1-Jan-29 $ 493,604.91
4963946 NEWHALL AREA CA 91321 SFD 775% 6.250 $ 4,377.28 360 1-Jan-29 $ 610,568.76
4963947 WESTON FL 33327 SFD 713% 6.250 $ 2,456.05 360 1-Dec-28 $ 363,965.20
4963949 PONTE VEDRA BEACH FL 32082 SFD 688% 6.250 $ 2,628.37 360 1-Dec-28 $ 399,425.81
4963950 ARLINGTON VA 22213 SFD 700% 6.250 $ 1,995.91 360 1-Dec-28 $ 299,506.75
4963951 RICHMOND VA 23233 SFD 688% 6.250 $ 2,480.89 360 1-Dec-28 $ 377,013.64
4963953 LAGUNA BEACH CA 92651 SFD 713% 6.250 $ 3,772.83 360 1-Sep-28 $ 557,131.00
4963956 SHAWNEE KS 66226 SFD 738% 6.250 $ 1,754.32 360 1-Dec-28 $ 253,457.35
4963958 PEMBROKE PINES FL 33028 SFD 675% 6.250 $ 1,572.20 360 1-Nov-28 $ 241,770.38
4963960 MONETA VA 24121 SFD 725% 6.250 $ 4,087.60 360 1-Jan-29 $ 598,732.57
4963961 WINDERMERE FL 34786 SFD 738% 6.250 $ 1,861.37 360 1-Jan-29 $ 269,294.93
4963963 NEWNAN GA 30265 SFD 675% 6.250 $ 1,686.36 360 1-Jan-29 $ 259,566.14
4963967 DIAMONDHEAD MS 39525 SFD 675% 6.250 $ 3,113.28 360 1-Dec-28 $ 478,544.08
4963972 MONTVALE NJ 07645 SFD 700% 6.250 $ 1,929.38 360 1-Jan-29 $ 289,762.29
4963973 DANBURY CT 06811 SFD 625% 5.983 $ 1,643.96 360 1-Jan-29 $ 266,746.66
4963978 POTOMAC MD 20854 SFD 675% 6.250 $ 3,178.13 360 1-Dec-28 $ 489,153.87
4963983 WINTER HAVEN FL 33884 SFD 675% 6.250 $ 2,399.16 360 1-Dec-28 $ 368,860.25
4963986 NEW CANAAN CT 06840 SFD 688% 6.250 $ 2,910.20 360 1-Dec-28 $ 442,253.51
4963994 LAKEWOOD CO 80227 SFD 688% 6.250 $ 1,872.25 360 1-Jan-29 $ 284,760.56
4964000 EAST HAMPTON NY 11937 SFD 713% 6.250 $ 2,263.70 360 1-Jan-29 $ 335,731.30
4964003 MIAMI FL 33156 SFD 725% 6.250 $ 1,664.51 360 1-Dec-28 $ 243,618.17
4964008 MYRTLE BEACH SC 29575 SFD 700% 6.250 $ 1,995.91 360 1-Nov-28 $ 299,256.89
4964013 CHICAGO IL 60610 HCO 763% 6.250 $ 3,623.91 360 1-Dec-28 $ 511,256.49
4964016 OGDEN UT 84414 SFD 675% 6.250 $ 1,621.50 360 1-Dec-28 $ 249,568.29
4964023 ALPINE UT 84004 SFD 713% 6.250 $ 2,701.62 360 1-Dec-28 $ 398,883.03
4964024 CLEMMONS NC 27012 SFD 700% 6.250 $ 2,299.29 360 1-Dec-28 $ 345,031.77
4964029 LANGHORNE PA 19053 SFD 675% 6.250 $ 2,270.09 360 1-Dec-28 $ 349,395.62
4964032 LOWER MERION TOWNSHIP PA 19010 SFD 675% 6.250 $ 4,215.89 360 1-Jan-29 $ 649,440.36
4964036 MIDDLETON TWP PA 19047 SFD 688% 6.250 $ 2,246.70 360 1-Dec-28 $ 341,423.71
4964043 PALOS VERDES ESTATES CA 90274 SFD 725% 6.250 $ 3,329.03 360 1-Dec-28 $ 487,236.30
4964044 SCOTTSDALE AZ 85255 SFD 725% 6.250 $ 2,024.36 360 1-Dec-28 $ 296,185.00
4964049 YORBA LINDA CA 92886 SFD 675% 6.250 $ 1,945.80 360 1-Dec-28 $ 299,481.95
4964051 BRICK TWP NJ 08738 SFD 688% 6.250 $ 3,133.56 360 1-Dec-28 $ 476,196.21
4964060 ALEXANDRIA VA 22308 SFD 675% 6.250 $ 2,153.35 360 1-Dec-28 $ 331,426.69
4964061 WILTON CT 06897 SFD 713% 6.250 $ 1,967.26 360 1-Jan-29 $ 291,766.49
4964062 TEGA CAY SC 29715 SFD 725% 6.250 $ 1,968.08 360 1-Dec-28 $ 288,048.52
4964065 PUTNAM VALLEY NY 10579 SFD 700% 6.250 $ 1,966.97 360 1-Nov-28 $ 294,918.71
4964066 PASADENA MD 21122 SFD 675% 6.250 $ 1,877.37 360 1-Dec-28 $ 288,949.67
4964072 VALENCIA CA 91354 SFD 700% 6.250 $ 2,182.20 360 1-Dec-28 $ 327,460.69
4964082 REDONDO BEACH CA 90277 SFD 688% 6.250 $ 1,655.47 360 1-Dec-28 $ 251,575.35
4964087 MARTINEZ GA 30907 SFD 663% 6.250 $ 1,690.42 360 1-Jan-29 $ 263,767.08
4964089 SILVERTON OR 97381 SFD 750% 6.250 $ 1,992.77 360 1-Dec-28 $ 283,469.13
4964090 EVERGREEN CO 80439 SFD 725% 6.250 $ 2,217.08 360 1-Dec-28 $ 324,296.57
4964096 CLARKSON VALLEY MO 63005 SFD 738% 6.250 $ 2,047.86 360 1-Jan-29 $ 296,274.38
4964099 HERMOSA BEACH CA 90254 LCO 725% 6.250 $ 1,860.98 360 1-Dec-28 $ 272,264.06
4964100 FAIRVIEW TX 75069 SFD 688% 6.250 $ 1,933.35 360 1-Dec-28 $ 293,804.07
4964112 TRABUCO CANYON AREA CA 92679 SFD 688% 6.250 $ 1,699.81 360 1-Dec-28 $ 258,313.98
4964124 MACON GA 31220 SFD 688% 6.250 $ 2,404.36 360 1-Dec-28 $ 365,383.27
4964125 GOLDEN CO 80403 SFD 700% 6.250 $ 2,254.72 360 1-Dec-28 $ 338,342.78
4964127 OXFORD CT 06478 SFD 725% 6.250 $ 1,691.80 360 1-Jan-29 $ 247,806.53
4964129 COLUMBIA MD 21044 SFD 663% 6.250 $ 3,073.50 360 1-Dec-28 $ 479,150.68
4964139 REDONDO BEACH CA 90278 SFD 738% 6.250 $ 1,896.25 360 1-Dec-28 $ 274,130.89
4964142 CHEVY CHASE MD 20815 HCO 638% 6.108 $ 1,509.77 360 1-Dec-28 $ 241,550.52
4964150 LOS ANGELES CA 90272 SFD 725% 6.250 $ 3,574.61 360 1-Dec-28 $ 523,179.97
4964152 GREENWICH CT 06836 SFD 725% 6.250 $ 1,896.45 360 1-Jan-29 $ 277,783.13
4964159 REDONDO BEACH CA 90277 LCO 713% 6.250 $ 1,899.89 360 1-Dec-28 $ 281,547.64
4964161 SUMMIT NJ 07901 SFD 688% 6.250 $ 2,108.74 360 1-Dec-28 $ 320,299.01
4964168 ATLANTA GA 30306 SFD 675% 6.250 $ 1,803.10 360 1-Dec-28 $ 277,519.95
4964178 SMYRNA DE 19977 SFD 625% 5.983 $ 1,847.15 360 1-Dec-28 $ 299,429.22
4964180 EL DORADO HILLS CA 95762 SFD 800% 6.250 $ 2,080.59 360 1-Jan-29 $ 283,359.74
4964187 FOLSOM CA 95630 SFD 713% 6.250 $ 1,704.51 360 1-Dec-28 $ 252,594.16
4964196 SPRING LAKE BOROUGH NJ 07762 SFD 713% 6.250 $ 2,964.36 360 1-Dec-28 $ 439,294.19
4964213 RESTON VA 20194 SFD 725% 6.250 $ 1,723.18 360 1-Dec-28 $ 252,204.70
4964262 CLARKS SUMMIT PA 18411 SFD 750% 6.250 $ 1,783.00 360 1-Sep-28 $ 254,041.85
4964273 RICHMOND VA 23226 SFD 713% 6.250 $ 4,042.31 360 1-Dec-28 $ 599,037.53
4964274 BERWYN PA 19312 PUD 638% 6.108 $ 1,578.40 360 1-Dec-28 $ 252,530.10
4964280 CHAPPAQUA NY 10514 SFD 700% 6.250 $ 3,060.39 360 1-Jan-29 $ 459,622.94
4964291 SALISBURY NC 28146 SFD 700% 6.250 $ 2,262.03 360 1-Dec-28 $ 338,735.76
4964296 SANTA FE NM 87501 SFD 713% 6.250 $ 1,743.25 360 1-Dec-28 $ 258,334.93
4964298 CONCORD NC 28027 SFD 688% 6.250 $ 1,619.99 360 1-Dec-28 $ 246,184.46
4964307 SAN ANSELMO CA 94960 SFD 700% 6.250 $ 2,794.28 360 1-Jan-29 $ 419,655.72
4964349 VISTA CA 92084 SFD 725% 6.250 $ 3,990.73 360 1-Nov-28 $ 583,622.65
4964355 SEATTLE WA 98115 SFD 713% 6.250 $ 2,661.19 360 1-Oct-28 $ 393,725.19
4964366 KENSINGTON CA 94708 SFD 675% 6.250 $ 1,070.19 360 1-Dec-28 $ 164,715.08
4964386 DARIEN CT 06820 SFD 688% 6.250 $ 2,558.74 360 1-Dec-28 $ 388,843.67
4964435 WESTPORT CT 06880 SFD 788% 6.250 $ 2,207.84 360 1-Dec-28 $ 304,079.51
4964492 MARIETTA GA 30068 SFD 675% 6.250 $ 2,005.14 360 1-Dec-28 $ 308,450.03
4964498 HERMOSA BEACH CA 90254 SFD 688% 6.250 $ 3,048.15 360 1-Jan-29 $ 463,610.18
4964506 PALOS VERDES ESTATES CA 90274 SFD 725% 6.250 $ 4,434.15 360 1-Dec-28 $ 648,852.91
4964508 YORBA LINDA CA 92887 SFD 825% 6.250 $ 2,554.31 360 1-Dec-28 $ 339,564.89
4964515 CHATHAM NJ 07928 SFD 675% 6.250 $ 1,686.36 360 1-Dec-28 $ 259,551.02
4964521 SCARSDALE NY 10583 SFD 688% 6.250 $ 2,069.33 360 1-Dec-28 $ 314,469.20
4964532 ARLINGTON VA 22207 SFD 638% 6.108 $ 1,906.55 360 1-Dec-28 $ 305,032.40
4964537 MOUNT LAUREL NJ 08054 PUD 725% 6.250 $ 1,724.48 360 1-Dec-28 $ 252,394.39
4964543 WEST ORANGE NJ 07052 SFD 725% 6.250 $ 3,410.88 360 1-Sep-28 $ 498,026.06
4964544 VERO BEACH FL 32963 SFD 713% 6.250 $ 3,611.13 360 1-Dec-28 $ 535,140.20
4964554 ISLAMORADA FL 33036 SFD 738% 6.250 $ 3,453.38 360 1-Nov-28 $ 498,851.59
4964562 SAN JOSE CA 95138 SFD 700% 6.250 $ 2,310.00 360 1-Jan-29 $ 346,724.39
4964564 UPPER SADDLE RIVER NJ 07458 SFD 725% 6.250 $ 2,826.94 360 1-Jan-29 $ 414,076.73
4964570 WILTON CT 06897 SFD 650% 6.233 $ 3,476.37 360 1-Jan-29 $ 549,502.80
4964575 BRIGHTON CO 80601 SFD 675% 6.250 $ 1,867.97 360 1-Dec-28 $ 287,472.55
4964576 GLENDALE AZ 85308 SFD 663% 6.250 $ 1,723.08 360 1-Dec-28 $ 268,623.85
4964584 LAGUNA NIGUEL CA 92677 SFD 725% 6.250 $ 2,762.82 360 1-Dec-28 $ 404,328.80
4964589 LOS ANGELES CA 90049 SFD 713% 6.250 $ 3,277.65 360 1-Dec-28 $ 485,046.37
4964608 POWAY CA 92064 SFD 775% 6.250 $ 3,314.84 360 1-Jan-29 $ 462,373.43
4964618 NASHVILLE TN 37221 SFD 713% 6.250 $ 1,894.83 360 1-Dec-28 $ 280,798.85
4964636 ROANOKE VA 24014 SFD 725% 6.250 $ 1,773.66 360 1-Dec-28 $ 259,593.12
4964637 RICHMOND VA 23233 SFD 650% 6.233 $ 1,570.69 360 1-Dec-28 $ 248,049.48
4964642 HADDONFIELD NJ 08033 SFD 713% 6.250 $ 1,771.88 360 1-Jan-29 $ 262,789.68
4964663 ROCK HILL SC 29732 SFD 675% 6.250 $ 2,594.72 360 1-Dec-28 $ 399,232.43
4964670 SIMPSONVILLE SC 29681 SFD 688% 6.250 $ 2,450.34 360 1-Dec-28 $ 372,248.26
4964679 HILLSBOROUGH NJ 08502 SFD 725% 6.250 $ 1,730.00 360 1-Nov-28 $ 253,002.91
4964752 MASSAPEQUA NY 11758 SFD 738% 6.250 $ 3,398.13 360 1-Dec-28 $ 491,238.88
$ 282,919,629.05
<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>
4815027 94.99 13 0.250 0.017 0.858
4842330 80.00 0.250 0.017 1.108
4849423 80.00 0.250 0.017 0.858
4850809 80.00 0.250 0.017 0.733
4855076 69.52 0.250 0.017 1.358
4868649 73.14 0.250 0.017 0.983
4872964 90.00 11 0.250 0.017 0.733
4874630 63.07 0.250 0.017 0.733
4875797 75.00 0.250 0.017 0.858
4876333 79.24 0.250 0.017 0.983
4878269 80.00 0.250 0.017 1.108
4880934 80.00 0.250 0.017 1.233
4891188 76.85 0.250 0.017 0.608
4900048 66.48 0.250 0.017 0.000
4909635 78.91 0.250 0.017 0.983
4909680 75.00 0.250 0.017 0.733
4909930 77.06 0.250 0.017 0.858
4910174 79.93 0.250 0.017 0.858
4910271 80.00 0.250 0.017 0.608
4911361 75.00 0.250 0.017 0.983
4912002 90.00 11 0.250 0.017 0.858
4914959 79.93 0.250 0.017 0.983
4919326 74.21 0.250 0.017 0.483
4919448 57.04 0.250 0.017 0.833
4919493 69.88 0.250 0.017 0.783
4920019 80.00 0.250 0.017 0.733
4920226 63.80 0.250 0.017 0.733
4920339 80.00 0.250 0.017 1.033
4920965 80.00 0.250 0.017 0.933
4921092 56.84 0.250 0.017 0.833
4921234 74.36 0.250 0.017 0.933
4922044 84.35 11 0.250 0.017 0.583
4922053 56.00 0.250 0.017 0.883
4922939 73.39 0.250 0.017 0.733
4922991 70.59 0.250 0.017 1.483
4923604 83.87 6 0.250 0.017 0.858
4923708 80.00 0.250 0.017 0.858
4923726 78.41 0.250 0.017 0.733
4923796 90.00 6 0.250 0.017 0.858
4924906 45.71 0.250 0.017 1.083
4931064 80.00 0.250 0.017 1.108
4931151 75.12 0.250 0.017 0.858
4931491 79.99 0.250 0.017 0.858
4931750 74.36 0.250 0.017 0.983
4932027 79.75 0.250 0.017 0.858
4932171 69.41 0.250 0.017 0.108
4934097 79.96 0.250 0.017 1.108
4941422 75.00 0.250 0.017 0.608
4941434 73.33 0.250 0.017 0.733
4941483 75.47 0.250 0.017 0.483
4941549 63.86 0.250 0.017 0.733
4941931 80.00 0.250 0.017 0.233
4941966 50.00 0.250 0.017 0.358
4942006 80.00 0.250 0.017 0.483
4942042 88.62 33 0.250 0.017 0.483
4942072 90.00 1 0.250 0.017 0.108
4942294 80.00 0.250 0.017 0.733
4942296 79.80 0.250 0.017 0.483
4942332 79.09 0.250 0.017 0.233
4942344 79.99 0.250 0.017 0.608
4942361 80.00 0.250 0.017 0.358
4942368 87.04 6 0.250 0.017 0.733
4942429 68.24 0.250 0.017 0.233
4942565 75.24 0.250 0.017 0.108
4942587 80.00 0.250 0.017 0.858
4942588 67.57 0.250 0.017 0.483
4942590 73.94 0.250 0.017 0.358
4942597 80.00 0.250 0.017 0.483
4942604 80.00 0.250 0.017 0.608
4942657 75.00 0.250 0.017 0.108
4942663 95.00 17 0.250 0.017 0.733
4942671 72.71 0.250 0.017 0.233
4942692 80.00 0.250 0.017 0.483
4942950 73.72 0.250 0.017 0.733
4942958 80.00 0.250 0.017 0.983
4942963 51.35 0.250 0.017 0.483
4942993 67.00 0.250 0.017 0.483
4943010 79.57 0.250 0.017 0.608
4943025 75.00 0.250 0.017 0.983
4943035 54.88 0.250 0.017 0.858
4943044 80.00 0.250 0.017 0.483
4943046 80.00 0.250 0.017 0.358
4943067 80.00 0.250 0.017 0.483
4943075 68.96 0.250 0.017 0.608
4943112 80.00 0.250 0.017 0.233
4943142 76.80 0.250 0.017 0.483
4943162 79.82 0.250 0.017 0.858
4943236 80.00 0.250 0.017 0.983
4943303 79.99 0.250 0.017 0.733
4943311 69.48 0.250 0.017 0.608
4943330 78.49 0.250 0.017 0.608
4943338 79.25 0.250 0.017 0.608
4943347 71.83 0.250 0.017 0.483
4943367 69.39 0.250 0.017 0.608
4943453 30.00 0.250 0.017 0.733
4943465 78.05 0.250 0.017 1.108
4943476 72.78 0.250 0.017 0.733
4943538 72.60 0.250 0.017 0.858
4943613 70.59 0.250 0.017 0.608
4943793 57.14 0.250 0.017 0.733
4944111 62.23 0.250 0.017 0.858
4944155 64.10 0.250 0.017 0.858
4944168 72.84 0.250 0.017 0.858
4944440 60.24 0.250 0.017 0.858
4944590 79.75 0.250 0.017 0.983
4944621 80.00 0.250 0.017 0.608
4944706 90.00 13 0.250 0.017 0.483
4944790 80.00 0.250 0.017 0.358
4944901 63.33 0.250 0.017 0.983
4944917 32.08 0.250 0.017 0.858
4944954 30.78 0.250 0.017 0.733
4945029 80.13 0.250 0.017 0.858
4945609 75.00 0.250 0.017 1.233
4945666 95.00 6 0.250 0.017 1.108
4945679 80.00 0.250 0.017 1.108
4945937 94.98 11 0.250 0.017 1.483
4945940 75.00 0.250 0.017 0.608
4947458 80.00 0.250 0.017 0.983
4947507 58.43 0.250 0.017 0.733
4947536 95.00 33 0.250 0.017 0.858
4947556 89.93 6 0.250 0.017 0.483
4947644 75.11 0.250 0.017 0.608
4949189 53.02 0.250 0.017 0.608
4949194 67.50 0.250 0.017 0.858
4949236 90.00 1 0.250 0.017 0.233
4949292 72.17 0.250 0.017 0.608
4954539 80.00 0.250 0.017 0.483
4954546 79.99 0.250 0.017 0.233
4954554 75.34 0.250 0.017 0.983
4954567 80.00 0.250 0.017 0.733
4954573 68.28 0.250 0.017 0.483
4954578 59.39 0.250 0.017 0.483
4954585 77.86 0.250 0.017 0.233
4954590 80.00 0.250 0.017 0.483
4954595 72.46 0.250 0.017 0.483
4954599 74.55 0.250 0.017 0.483
4954602 75.00 0.250 0.017 0.608
4956415 75.00 0.250 0.017 0.358
4956430 78.96 0.250 0.017 0.233
4956446 80.00 0.250 0.017 0.233
4956467 66.67 0.250 0.017 0.000
4956481 70.28 0.250 0.017 0.358
4956492 62.07 0.250 0.017 0.000
4956495 72.39 0.250 0.017 0.483
4956496 73.33 0.250 0.017 0.000
4956507 89.90 11 0.250 0.017 0.483
4956513 57.80 0.250 0.017 0.358
4956521 56.16 0.250 0.017 0.608
4956529 82.26 1 0.250 0.017 0.358
4956536 69.04 0.250 0.017 0.233
4956568 77.91 0.250 0.017 0.000
4956595 89.75 6 0.250 0.017 0.733
4956854 79.99 0.250 0.017 0.733
4956860 62.21 0.250 0.017 0.483
4956867 48.75 0.250 0.017 0.358
4956882 72.86 0.250 0.017 0.733
4956895 61.14 0.250 0.017 0.000
4956900 80.00 0.250 0.017 0.233
4956910 76.92 0.250 0.017 0.358
4956926 67.91 0.250 0.017 0.608
4956949 80.00 0.250 0.017 0.483
4956971 60.87 0.250 0.017 0.608
4956977 80.00 0.250 0.017 0.233
4956988 37.34 0.250 0.017 0.983
4957002 55.56 0.250 0.017 0.358
4957266 72.31 0.250 0.017 0.233
4957271 75.43 0.250 0.017 0.733
4957286 58.95 0.250 0.017 0.608
4957292 57.73 0.250 0.017 0.608
4957298 80.00 0.250 0.017 0.483
4957844 80.00 0.250 0.017 0.000
4957878 80.00 0.250 0.017 0.733
4957880 88.61 11 0.250 0.017 0.733
4958659 69.34 0.250 0.017 0.733
4958679 68.08 0.250 0.017 0.358
4958701 26.09 0.250 0.017 0.358
4958710 55.61 0.250 0.017 0.733
4958719 80.00 0.250 0.017 0.233
4958732 52.44 0.250 0.017 0.733
4958753 75.00 0.250 0.017 0.608
4958776 80.00 0.250 0.017 0.233
4958806 80.00 0.250 0.017 0.358
4958825 79.33 0.250 0.017 0.358
4958990 85.71 6 0.250 0.017 0.608
4959274 75.00 0.250 0.017 0.483
4959278 91.56 11 0.250 0.017 0.358
4959287 78.85 0.250 0.017 0.733
4959299 74.36 0.250 0.017 1.608
4959307 79.78 0.250 0.017 0.483
4959315 90.00 12 0.250 0.017 0.483
4959322 75.00 0.250 0.017 0.608
4959329 80.00 0.250 0.017 0.233
4959344 75.00 0.250 0.017 0.733
4959353 70.00 0.250 0.017 0.733
4959358 80.00 0.250 0.017 0.733
4959761 45.58 0.250 0.017 0.358
4959764 67.83 0.250 0.017 0.358
4959772 75.00 0.250 0.017 0.608
4959780 74.94 0.250 0.017 0.858
4959790 54.16 0.250 0.017 0.733
4959820 70.00 0.250 0.017 0.983
4959831 50.00 0.250 0.017 0.733
4959838 75.37 0.250 0.017 0.858
4959847 90.00 11 0.250 0.017 0.483
4959868 75.00 0.250 0.017 1.108
4959882 80.00 0.250 0.017 0.733
4959893 34.52 0.250 0.017 0.608
4959949 89.98 6 0.250 0.017 0.858
4959992 65.49 0.250 0.017 0.858
4960001 66.38 0.250 0.017 0.858
4960006 53.33 0.250 0.017 0.858
4960018 57.69 0.250 0.017 0.983
4960027 71.43 0.250 0.017 1.108
4960032 75.00 0.250 0.017 0.983
4960039 20.75 0.250 0.017 0.858
4960057 52.50 0.250 0.017 0.983
4960078 74.22 0.250 0.017 0.608
4960095 82.88 11 0.250 0.017 0.733
4960111 60.00 0.250 0.017 0.983
4960112 76.00 0.250 0.017 0.733
4960123 79.45 0.250 0.017 0.983
4960133 80.00 0.250 0.017 0.858
4960143 62.20 0.250 0.017 0.733
4960157 75.00 0.250 0.017 1.483
4960158 58.82 0.250 0.017 0.733
4960167 78.93 0.250 0.017 0.983
4960178 76.34 0.250 0.017 0.483
4960181 70.55 0.250 0.017 0.358
4960189 95.00 11 0.250 0.017 0.483
4960198 74.70 0.250 0.017 0.733
4960238 75.00 0.250 0.017 0.733
4960245 80.00 0.250 0.017 0.733
4960246 80.00 0.250 0.017 0.233
4960255 80.00 0.250 0.017 0.233
4960267 81.24 0.250 0.017 0.233
4960274 84.62 13 0.250 0.017 0.733
4960281 65.00 0.250 0.017 0.358
4960289 58.95 0.250 0.017 0.608
4960296 79.89 0.250 0.017 0.233
4960300 67.24 0.250 0.017 0.608
4960304 77.14 0.250 0.017 0.733
4960305 76.75 0.250 0.017 0.858
4960308 72.86 0.250 0.017 1.233
4960310 95.00 6 0.250 0.017 0.983
4960312 48.87 0.250 0.017 0.733
4960319 80.00 0.250 0.017 0.608
4960320 80.00 0.250 0.017 0.358
4960329 80.00 0.250 0.017 0.483
4960333 75.00 0.250 0.017 0.483
4960339 60.75 0.250 0.017 0.608
4960344 80.00 0.250 0.017 0.733
4960352 94.37 11 0.250 0.017 0.483
4960360 68.32 0.250 0.017 0.483
4960368 89.97 11 0.250 0.017 0.608
4960374 60.00 0.250 0.017 0.983
4960380 59.35 0.250 0.017 0.858
4960382 59.48 0.250 0.017 0.733
4960387 75.00 0.250 0.017 0.608
4960391 71.79 0.250 0.017 0.483
4960394 58.62 0.250 0.017 0.858
4960397 71.16 0.250 0.017 0.983
4960400 62.50 0.250 0.017 0.858
4960405 86.39 13 0.250 0.017 0.983
4960406 60.00 0.250 0.017 0.983
4960409 80.00 0.250 0.017 0.733
4960414 80.00 0.250 0.017 0.733
4960417 40.00 0.250 0.017 0.733
4960422 58.81 0.250 0.017 0.358
4960426 67.50 0.250 0.017 0.733
4960429 63.63 0.250 0.017 0.733
4960433 64.69 0.250 0.017 0.858
4960627 36.70 0.250 0.017 0.483
4960628 76.74 0.250 0.017 0.733
4960629 68.13 0.250 0.017 1.108
4960630 45.45 0.250 0.017 0.733
4960631 79.23 0.250 0.017 0.483
4960633 75.00 0.250 0.017 0.983
4960634 80.00 0.250 0.017 0.358
4960637 79.37 0.250 0.017 0.483
4960638 25.32 0.250 0.017 0.483
4960639 75.00 0.250 0.017 0.858
4960642 60.47 0.250 0.017 0.608
4960643 58.04 0.250 0.017 0.858
4960645 74.47 0.250 0.017 0.858
4960647 58.85 0.250 0.017 0.233
4960650 76.75 0.250 0.017 0.483
4960653 68.96 0.250 0.017 0.733
4960655 58.16 0.250 0.017 0.733
4960656 53.79 0.250 0.017 0.608
4960658 80.00 0.250 0.017 0.483
4960659 66.94 0.250 0.017 0.733
4960661 69.66 0.250 0.017 0.858
4960663 75.34 0.250 0.017 0.608
4960665 63.64 0.250 0.017 0.483
4960667 78.92 0.250 0.017 0.733
4960668 69.08 0.250 0.017 0.608
4960669 68.89 0.250 0.017 0.733
4960672 75.00 0.250 0.017 0.733
4960677 54.05 0.250 0.017 0.483
4960684 67.14 0.250 0.017 0.233
4960687 71.43 0.250 0.017 0.358
4960691 70.75 0.250 0.017 0.483
4960693 52.83 0.250 0.017 0.358
4960696 67.50 0.250 0.017 0.358
4960697 67.93 0.250 0.017 0.358
4960699 80.00 0.250 0.017 0.858
4960700 58.33 0.250 0.017 0.233
4960705 75.00 0.250 0.017 0.858
4960706 63.18 0.250 0.017 0.358
4960708 59.23 0.250 0.017 0.358
4960712 75.00 0.250 0.017 0.483
4960714 65.00 0.250 0.017 0.608
4960716 50.59 0.250 0.017 0.358
4960719 64.44 0.250 0.017 0.608
4960722 75.00 0.250 0.017 0.858
4960723 79.37 0.250 0.017 0.358
4960725 60.09 0.250 0.017 0.358
4960726 73.82 0.250 0.017 0.233
4960727 55.12 0.250 0.017 0.608
4960728 75.00 0.250 0.017 0.358
4960733 75.00 0.250 0.017 0.483
4960736 69.01 0.250 0.017 0.733
4960739 63.44 0.250 0.017 0.608
4960743 43.85 0.250 0.017 0.358
4960757 80.00 0.250 0.017 0.733
4960763 27.27 0.250 0.017 0.608
4960771 72.26 0.250 0.017 0.858
4960772 73.81 0.250 0.017 0.233
4960777 55.00 0.250 0.017 0.608
4960780 62.13 0.250 0.017 0.358
4960781 69.80 0.250 0.017 0.858
4960782 73.39 0.250 0.017 0.733
4960786 77.06 0.250 0.017 0.358
4960787 62.26 0.250 0.017 1.108
4960789 53.06 0.250 0.017 0.858
4960792 64.04 0.250 0.017 0.358
4960806 51.43 0.250 0.017 0.733
4960811 75.00 0.250 0.017 0.733
4960825 58.44 0.250 0.017 0.358
4960836 79.81 0.250 0.017 0.608
4960898 64.86 0.250 0.017 0.733
4960909 54.13 0.250 0.017 0.733
4960912 66.00 0.250 0.017 0.608
4960918 79.30 0.250 0.017 0.733
4960923 57.98 0.250 0.017 0.608
4960932 79.25 0.250 0.017 0.608
4960934 47.26 0.250 0.017 0.733
4960940 74.15 0.250 0.017 0.358
4960942 68.25 0.250 0.017 0.608
4960949 56.82 0.250 0.017 0.483
4960956 51.34 0.250 0.017 0.483
4960958 65.14 0.250 0.017 0.608
4960966 75.88 0.250 0.017 0.858
4960978 69.89 0.250 0.017 0.608
4960979 59.09 0.250 0.017 0.608
4960981 68.73 0.250 0.017 0.108
4960986 75.00 0.250 0.017 0.733
4960987 59.09 0.250 0.017 1.233
4960990 64.13 0.250 0.017 0.733
4960993 49.79 0.250 0.017 0.483
4960994 42.78 0.250 0.017 0.608
4960997 76.97 0.250 0.017 0.608
4960998 63.79 0.250 0.017 0.608
4960999 67.31 0.250 0.017 0.733
4961003 71.23 0.250 0.017 0.733
4961004 71.43 0.250 0.017 0.108
4961006 67.57 0.250 0.017 0.733
4961010 56.94 0.250 0.017 0.733
4961016 68.09 0.250 0.017 0.483
4961019 68.78 0.250 0.017 0.858
4961022 64.85 0.250 0.017 0.608
4961028 65.00 0.250 0.017 0.858
4961035 72.10 0.250 0.017 0.358
4961040 70.80 0.250 0.017 0.483
4961048 77.51 0.250 0.017 0.358
4961049 45.93 0.250 0.017 0.483
4961050 74.86 0.250 0.017 0.608
4961052 57.63 0.250 0.017 0.483
4961054 41.50 0.250 0.017 0.733
4961059 59.70 0.250 0.017 0.608
4961061 54.07 0.250 0.017 0.608
4961064 80.00 0.250 0.017 0.858
4961070 71.92 0.250 0.017 1.108
4961076 89.67 13 0.250 0.017 0.733
4961078 75.50 0.250 0.017 0.858
4961082 58.82 0.250 0.017 0.858
4961084 65.20 0.250 0.017 0.733
4961086 68.68 0.250 0.017 0.608
4961087 23.75 0.250 0.017 0.858
4961088 50.24 0.250 0.017 0.733
4961089 75.00 0.250 0.017 0.983
4961091 52.06 0.250 0.017 0.608
4961096 68.72 0.250 0.017 0.233
4961097 55.33 0.250 0.017 0.983
4961102 50.74 0.250 0.017 0.608
4961106 85.00 11 0.250 0.017 0.858
4961107 63.33 0.250 0.017 0.733
4961112 56.60 0.250 0.017 0.608
4961114 95.00 12 0.250 0.017 0.858
4961116 60.81 0.250 0.017 0.608
4961117 71.79 0.250 0.017 0.983
4961119 89.09 12 0.250 0.017 0.733
4961120 73.91 0.250 0.017 0.983
4961122 52.88 0.250 0.017 0.483
4961128 77.41 0.250 0.017 0.483
4961129 69.99 0.250 0.017 0.608
4961132 60.60 0.250 0.017 0.983
4961136 57.24 0.250 0.017 0.608
4961138 80.00 0.250 0.017 0.983
4961140 70.91 0.250 0.017 0.733
4961142 66.02 0.250 0.017 0.608
4961144 60.83 0.250 0.017 0.483
4961146 69.88 0.250 0.017 0.733
4961147 36.11 0.250 0.017 0.858
4961155 51.42 0.250 0.017 0.608
4961158 72.39 0.250 0.017 0.608
4961168 76.31 0.250 0.017 0.733
4961177 54.62 0.250 0.017 0.483
4961178 57.84 0.250 0.017 0.733
4961179 79.58 0.250 0.017 0.483
4961182 58.14 0.250 0.017 0.858
4961184 75.43 0.250 0.017 0.733
4961188 71.67 0.250 0.017 0.733
4961190 52.82 0.250 0.017 0.733
4961196 64.62 0.250 0.017 0.733
4961203 71.41 0.250 0.017 0.608
4961206 78.65 0.250 0.017 0.983
4961209 41.32 0.250 0.017 0.983
4961218 65.59 0.250 0.017 0.233
4961222 89.86 13 0.250 0.017 0.608
4961224 80.00 0.250 0.017 0.733
4961232 71.62 0.250 0.017 0.858
4961233 50.79 0.250 0.017 0.483
4961240 54.23 0.250 0.017 0.983
4961246 74.49 0.250 0.017 0.858
4961251 73.41 0.250 0.017 0.733
4961255 71.84 0.250 0.017 0.858
4961257 66.97 0.250 0.017 0.483
4961259 57.14 0.250 0.017 0.858
4961292 80.00 0.250 0.017 0.608
4961293 80.00 0.250 0.017 0.000
4961299 40.00 0.250 0.017 0.233
4961305 80.00 0.250 0.017 0.858
4961309 80.00 0.250 0.017 0.233
4961312 80.00 0.250 0.017 0.983
4961330 58.13 0.250 0.017 0.483
4961333 80.00 0.250 0.017 0.608
4961337 80.00 0.250 0.017 0.483
4961350 75.00 0.250 0.017 1.233
4961372 65.00 0.250 0.017 0.733
4961378 71.97 0.250 0.017 0.483
4961382 52.57 0.250 0.017 0.733
4961391 80.00 0.250 0.017 0.358
4961398 61.54 0.250 0.017 0.108
4961436 79.99 0.250 0.017 0.858
4961443 76.69 0.250 0.017 0.358
4961449 40.07 0.250 0.017 0.858
4961450 80.00 0.250 0.017 0.608
4961454 69.97 0.250 0.017 0.483
4961459 75.00 0.250 0.017 0.733
4961468 68.83 0.250 0.017 1.108
4961471 75.00 0.250 0.017 0.233
4961472 69.54 0.250 0.017 0.358
4961473 62.52 0.250 0.017 0.858
4961475 71.27 0.250 0.017 0.733
4961479 74.44 0.250 0.017 0.983
4961486 35.00 0.250 0.017 1.108
4961490 69.72 0.250 0.017 0.608
4961494 68.13 0.250 0.017 0.608
4961495 67.66 0.250 0.017 0.608
4961499 55.40 0.250 0.017 0.483
4961500 75.56 0.250 0.017 0.983
4961503 61.05 0.250 0.017 0.483
4961509 77.78 0.250 0.017 0.608
4961522 58.74 0.250 0.017 0.608
4961526 76.63 0.250 0.017 0.858
4961527 52.87 0.250 0.017 0.608
4961539 59.35 0.250 0.017 0.733
4961552 49.19 0.250 0.017 0.608
4961558 62.91 0.250 0.017 0.733
4961563 48.24 0.250 0.017 0.608
4961568 80.00 0.250 0.017 0.233
4961569 75.00 0.250 0.017 0.108
4961576 73.41 0.250 0.017 0.608
4961580 75.36 0.250 0.017 0.608
4961585 80.00 0.250 0.017 0.733
4961589 54.44 0.250 0.017 0.733
4961591 73.31 0.250 0.017 0.483
4961593 80.00 0.250 0.017 0.483
4961599 74.71 0.250 0.017 0.733
4961601 56.82 0.250 0.017 0.608
4961609 66.96 0.250 0.017 0.983
4961628 74.67 0.250 0.017 0.858
4961633 76.92 0.250 0.017 0.733
4961640 75.00 0.250 0.017 0.358
4961746 63.24 0.250 0.017 0.358
4961748 80.00 0.250 0.017 0.358
4961758 68.45 0.250 0.017 0.483
4961779 89.80 13 0.250 0.017 0.733
4961782 70.00 0.250 0.017 0.108
4961783 80.00 0.250 0.017 0.608
4961787 61.41 0.250 0.017 0.608
4961799 77.32 0.250 0.017 0.483
4961807 61.03 0.250 0.017 0.733
4961808 66.93 0.250 0.017 0.608
4961811 79.29 0.250 0.017 0.483
4961824 77.58 0.250 0.017 0.483
4961831 55.88 0.250 0.017 0.483
4961837 64.71 0.250 0.017 1.233
4961838 73.64 0.250 0.017 1.108
4961842 55.71 0.250 0.017 0.983
4961851 54.00 0.250 0.017 0.358
4961868 79.97 0.250 0.017 0.608
4961872 48.67 0.250 0.017 0.608
4961878 60.92 0.250 0.017 0.733
4961888 56.47 0.250 0.017 0.733
4961908 67.44 0.250 0.017 0.733
4961917 40.78 0.250 0.017 0.000
4961923 69.25 0.250 0.017 0.733
4961969 56.03 0.250 0.017 0.608
4961981 83.39 11 0.250 0.017 0.358
4961985 55.19 0.250 0.017 0.858
4961987 51.65 0.250 0.017 0.608
4961996 79.94 0.250 0.017 0.483
4961999 66.95 0.250 0.017 0.983
4962012 57.58 0.250 0.017 0.733
4962018 69.58 0.250 0.017 0.858
4962020 67.63 0.250 0.017 0.733
4962033 67.08 0.250 0.017 0.608
4962040 62.04 0.250 0.017 0.608
4962043 70.20 0.250 0.017 0.608
4962070 55.82 0.250 0.017 0.733
4962083 46.24 0.250 0.017 0.608
4962100 80.00 0.250 0.017 0.733
4962111 75.00 0.250 0.017 0.858
4962116 45.15 0.250 0.017 0.733
4962122 70.00 0.250 0.017 0.483
4962144 67.05 0.250 0.017 0.358
4962151 60.00 0.250 0.017 0.858
4962159 64.10 0.250 0.017 0.858
4962167 65.42 0.250 0.017 1.108
4962178 80.00 0.250 0.017 0.733
4962182 80.00 0.250 0.017 0.858
4962191 75.00 0.250 0.017 0.733
4962200 69.95 0.250 0.017 0.608
4962220 80.00 0.250 0.017 0.608
4962224 80.00 0.250 0.017 0.858
4962231 73.83 0.250 0.017 0.858
4962245 54.55 0.250 0.017 0.733
4962248 74.26 0.250 0.017 0.733
4962260 33.68 0.250 0.017 0.733
4962284 84.59 6 0.250 0.017 0.358
4962290 58.67 0.250 0.017 0.858
4962297 74.64 0.250 0.017 0.858
4962302 74.22 0.250 0.017 0.733
4962397 68.42 0.250 0.017 0.858
4962403 65.00 0.250 0.017 0.608
4962786 70.71 0.250 0.017 0.608
4962808 80.00 0.250 0.017 0.733
4962832 88.12 0.250 0.017 1.233
4962837 89.58 11 0.250 0.017 1.108
4962847 80.00 0.250 0.017 0.733
4962860 80.00 0.250 0.017 0.733
4962863 42.12 0.250 0.017 0.358
4962869 65.51 0.250 0.017 0.233
4962878 63.33 0.250 0.017 0.358
4962887 67.53 0.250 0.017 0.733
4962891 78.75 0.250 0.017 0.358
4962913 76.00 0.250 0.017 0.483
4962918 59.71 0.250 0.017 0.608
4962928 73.03 0.250 0.017 0.608
4962936 34.51 0.250 0.017 1.733
4963081 75.41 0.250 0.017 0.483
4963088 59.10 0.250 0.017 0.358
4963104 67.62 0.250 0.017 0.000
4963114 80.00 0.250 0.017 0.233
4963137 71.96 0.250 0.017 0.233
4963158 73.45 0.250 0.017 0.233
4963165 73.88 0.250 0.017 0.358
4963169 80.00 0.250 0.017 0.233
4963174 70.00 0.250 0.017 0.233
4963326 80.00 0.250 0.017 0.108
4963365 45.81 0.250 0.017 0.233
4963370 70.00 0.250 0.017 0.233
4963378 55.31 0.250 0.017 0.733
4963389 73.26 0.250 0.017 0.233
4963403 70.51 0.250 0.017 0.358
4963414 23.39 0.250 0.017 0.608
4963415 70.62 0.250 0.017 0.608
4963423 72.07 0.250 0.017 1.608
4963426 80.00 0.250 0.017 0.608
4963428 80.00 0.250 0.017 0.858
4963432 70.86 0.250 0.017 0.358
4963442 75.00 0.250 0.017 0.733
4963458 62.24 0.250 0.017 0.358
4963469 76.09 0.250 0.017 0.000
4963472 79.99 0.250 0.017 0.483
4963477 79.84 0.250 0.017 0.733
4963488 75.00 0.250 0.017 0.233
4963497 75.00 0.250 0.017 0.108
4963498 67.18 0.250 0.017 0.608
4963507 75.00 0.250 0.017 0.733
4963513 73.25 0.250 0.017 0.733
4963519 76.35 0.250 0.017 0.483
4963528 72.86 0.250 0.017 0.000
4963531 80.00 0.250 0.017 0.000
4963537 79.89 0.250 0.017 0.733
4963539 80.00 0.250 0.017 0.733
4963549 79.02 0.250 0.017 0.358
4963556 80.00 0.250 0.017 0.358
4963565 78.69 0.250 0.017 0.733
4963568 68.63 0.250 0.017 0.358
4963569 80.00 0.250 0.017 0.358
4963585 77.78 0.250 0.017 0.233
4963586 72.34 0.250 0.017 0.000
4963595 64.29 0.250 0.017 0.233
4963599 80.00 0.250 0.017 0.483
4963601 73.41 0.250 0.017 0.608
4963605 80.00 0.250 0.017 0.733
4963613 65.18 0.250 0.017 0.358
4963625 75.00 0.250 0.017 0.233
4963657 65.11 0.250 0.017 0.483
4963677 59.26 0.250 0.017 0.108
4963689 53.20 0.250 0.017 0.733
4963694 90.00 0.250 0.017 0.733
4963709 70.00 0.250 0.017 0.233
4963712 78.82 0.250 0.017 1.358
4963943 74.94 0.250 0.017 0.608
4963944 78.49 0.250 0.017 0.608
4963945 62.14 0.250 0.017 0.608
4963946 79.99 0.250 0.017 1.233
4963947 88.91 11 0.250 0.017 0.608
4963949 56.35 0.250 0.017 0.358
4963950 58.82 0.250 0.017 0.483
4963951 89.70 12 0.250 0.017 0.358
4963953 62.57 0.250 0.017 0.608
4963956 92.36 11 0.250 0.017 0.858
4963958 85.00 13 0.250 0.017 0.233
4963960 80.00 0.250 0.017 0.733
4963961 70.00 0.250 0.017 0.858
4963963 72.22 0.250 0.017 0.233
4963967 80.00 0.250 0.017 0.233
4963972 61.18 0.250 0.017 0.483
4963973 66.75 0.250 0.017 0.000
4963978 79.03 0.250 0.017 0.233
4963983 76.27 0.250 0.017 0.233
4963986 52.49 0.250 0.017 0.358
4963994 79.17 0.250 0.017 0.358
4964000 70.74 0.250 0.017 0.608
4964003 55.45 0.250 0.017 0.733
4964008 80.00 0.250 0.017 0.483
4964013 78.77 0.250 0.017 1.108
4964016 74.63 0.250 0.017 0.233
4964023 74.95 0.250 0.017 0.608
4964024 80.00 0.250 0.017 0.483
4964029 74.63 0.250 0.017 0.233
4964032 53.50 0.250 0.017 0.233
4964036 77.99 0.250 0.017 0.358
4964043 80.00 0.250 0.017 0.733
4964044 54.95 0.250 0.017 0.733
4964049 68.97 0.250 0.017 0.233
4964051 39.75 0.250 0.017 0.358
4964060 80.00 0.250 0.017 0.233
4964061 49.91 0.250 0.017 0.608
4964062 88.77 12 0.250 0.017 0.733
4964065 93.14 12 0.250 0.017 0.483
4964066 72.36 0.250 0.017 0.233
4964072 80.00 0.250 0.017 0.483
4964082 56.00 0.250 0.017 0.358
4964087 76.52 0.250 0.017 0.108
4964089 71.25 0.250 0.017 0.983
4964090 37.14 0.250 0.017 0.733
4964096 65.89 0.250 0.017 0.858
4964099 80.00 0.250 0.017 0.733
4964100 79.54 0.250 0.017 0.358
4964112 75.00 0.250 0.017 0.358
4964124 77.87 0.250 0.017 0.358
4964125 63.94 0.250 0.017 0.483
4964127 80.00 0.250 0.017 0.733
4964129 76.80 0.250 0.017 0.108
4964139 95.00 1 0.250 0.017 0.858
4964142 60.50 0.250 0.017 0.000
4964150 74.96 0.250 0.017 0.733
4964152 35.87 0.250 0.017 0.733
4964159 68.78 0.250 0.017 0.608
4964161 62.94 0.250 0.017 0.358
4964168 77.22 0.250 0.017 0.233
4964178 75.00 0.250 0.017 0.000
4964180 95.00 6 0.250 0.017 1.483
4964187 79.06 0.250 0.017 0.608
4964196 64.71 0.250 0.017 0.608
4964213 79.12 0.250 0.017 0.733
4964262 89.95 1 0.250 0.017 0.983
4964273 43.64 0.250 0.017 0.608
4964274 63.25 0.250 0.017 0.000
4964280 66.67 0.250 0.017 0.483
4964291 50.37 0.250 0.017 0.483
4964296 75.00 0.250 0.017 0.608
4964298 90.00 6 0.250 0.017 0.358
4964307 47.73 0.250 0.017 0.483
4964349 75.00 0.250 0.017 0.733
4964355 60.77 0.250 0.017 0.608
4964366 38.37 0.250 0.017 0.233
4964386 45.82 0.250 0.017 0.358
4964435 70.00 0.250 0.017 1.358
4964492 87.58 11 0.250 0.017 0.233
4964498 80.00 0.250 0.017 0.358
4964506 78.03 0.250 0.017 0.733
4964508 80.00 0.250 0.017 1.733
4964515 52.00 0.250 0.017 0.233
4964521 67.74 0.250 0.017 0.358
4964532 80.00 0.250 0.017 0.000
4964537 77.67 0.250 0.017 0.733
4964543 89.29 12 0.250 0.017 0.733
4964544 80.00 0.250 0.017 0.608
4964554 76.92 0.250 0.017 0.858
4964562 54.68 0.250 0.017 0.483
4964564 80.00 0.250 0.017 0.733
4964570 78.80 0.250 0.017 0.000
4964575 94.96 13 0.250 0.017 0.233
4964576 90.00 12 0.250 0.017 0.108
4964584 62.31 0.250 0.017 0.733
4964589 70.00 0.250 0.017 0.608
4964608 74.93 0.250 0.017 1.233
4964618 74.01 0.250 0.017 0.608
4964636 80.00 0.250 0.017 0.733
4964637 68.27 0.250 0.017 0.000
4964642 74.93 0.250 0.017 0.608
4964663 74.08 0.250 0.017 0.233
4964670 73.86 0.250 0.017 0.358
4964679 80.00 0.250 0.017 0.733
4964752 80.00 0.250 0.017 0.858
</TABLE>
<PAGE>
NASCOR
NMI / 1999-07 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (xvii) (xviii)
- -------- ---------------------------------- ---------------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ---------------------------------- ---------------------------------
<S> <C> <C>
4815027 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4842330 BANKNORTH MORTGAGE COMPANY BANKNORTH MORTGAGE COMPANY
4849423 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4850809 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4855076 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4868649 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4872964 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4874630 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4875797 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4876333 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4878269 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4880934 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4891188 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4900048 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4909635 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909680 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4909930 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910174 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910271 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4911361 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4912002 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4914959 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4919326 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919448 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4919493 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920019 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920226 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920339 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920965 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921092 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921234 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922044 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922053 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922939 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922991 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4923604 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923708 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923726 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4923796 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924906 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4931064 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4931151 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4931491 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4931750 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4932027 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4932171 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4934097 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
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4954567 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4954573 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4954578 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4954585 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4954590 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4954595 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4954599 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4954602 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956415 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956430 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956446 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956467 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956481 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956492 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956495 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956496 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956507 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956513 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956521 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956529 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956536 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956568 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956595 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956854 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956860 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956867 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956882 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
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4956900 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956910 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956926 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956949 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956971 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956977 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956988 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957002 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957266 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957271 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957286 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957292 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957298 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957844 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957878 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957880 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4958659 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4958679 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4958701 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
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4958719 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
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4958776 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4958806 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4958825 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
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4959278 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959287 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959299 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959307 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959315 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959322 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959329 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959344 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959353 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
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4961599 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961601 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961609 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961628 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961633 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961640 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961746 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961748 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961758 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961779 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961782 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961783 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961787 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961799 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961807 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961808 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961811 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961824 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961831 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961837 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961838 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961842 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961851 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961868 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961872 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961878 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961888 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961908 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961917 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961923 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961969 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961981 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961985 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961987 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961996 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961999 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962012 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962018 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962020 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962033 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962040 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962043 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962070 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962083 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962100 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962111 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962116 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962122 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962144 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962151 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962159 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962167 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962178 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962182 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962191 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962200 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962220 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962224 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962231 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962245 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962248 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962260 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962284 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962290 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962297 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962302 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962397 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962403 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962786 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962808 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962832 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962837 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962847 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962860 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962863 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962869 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962878 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962887 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962891 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962913 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962918 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962928 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4962936 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963081 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963088 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963104 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963114 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963137 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963158 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963165 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963169 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963174 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963326 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963365 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963370 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963378 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963389 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963403 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963414 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963415 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963423 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963426 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963428 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963432 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963442 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963458 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963469 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963472 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963477 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963488 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963497 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963498 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963507 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963513 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963519 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963528 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963531 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963537 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963539 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963549 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963556 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963565 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963568 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963569 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963585 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963586 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963595 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963599 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963601 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963605 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963613 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963625 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963657 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963677 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963689 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963694 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963709 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963712 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963943 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963944 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963945 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963946 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963947 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963949 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963950 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963951 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963953 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963956 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963958 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963960 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963961 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963963 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963967 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963972 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963973 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963978 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963983 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963986 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963994 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964000 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964003 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964008 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964013 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964016 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964023 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964024 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964029 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964032 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964036 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964043 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964044 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964049 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964051 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964060 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964061 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964062 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964065 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964066 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964072 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964082 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964087 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964089 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964090 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964096 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964099 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964100 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964112 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964124 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964125 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964127 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964129 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964139 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964142 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964150 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964152 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964159 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964161 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964168 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964178 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964180 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964187 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964196 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964213 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964262 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964273 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964274 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964280 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964291 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964296 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964298 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964307 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964349 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4964355 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4964366 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4964386 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964435 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964492 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964498 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964506 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964508 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964515 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964521 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964532 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964537 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964543 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964544 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964554 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964562 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964564 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964570 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964575 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964576 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964584 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964589 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964608 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964618 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964636 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964637 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964642 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964663 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964670 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964679 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964752 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
</TABLE>
COUNT: 732
WAC: 7.145632796
WAM: 356.5039515
WALTV: 68.73650646
<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 1999-7
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 1999-7, 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 26, 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.
<PAGE>
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 1999-7, 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 1999-7, 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 1999-7
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 1999-7, 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 26, 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 1999-7.
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.]
(c) [The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a copy of
the Private Placement Memorandum dated __________ __, 19__, relating to the
Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the 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.
(g) 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.
(h) 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.
(i) The Purchaser acknowledges that its Class
[A-PO][B-4][B-5][B-6] Certificates bear a legend setting forth the applicable
restrictions on transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: ______________________________
Its: ______________________________
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-7
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 1999-7, 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 26, 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 1999-7.
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).
<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: _____________________________
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
HomeSide Lending Servicing Agreement
National City Mortgage Company Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
FT Mortgage Companies Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
Bank United Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
First Union Mortgage Corp. Servicing Agreement
BankNorth Mortgage Company, Inc. Servicing Agreement
Home Savings of America, FSB 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 1999-7, Class ____ (the
"Class B Certificates"). The Class B Certificates were issued pursuant to a
Pooling and Servicing Agreement dated as of February 26, 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:
XXVIII.
DEFINITIONS
122. 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).
123. DEFINITIONS INCORPORATED BY REFERENCE
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
XXIX.
SPECIAL SERVICING PROCEDURES
124. 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.
125. 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.
126. 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.
127. 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.
XXX.
COLLATERAL FUND; SECURITY INTEREST
128. 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 1999-7. 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.
129. 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.
130. 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.
131. 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.
XXXI.
MISCELLANEOUS PROVISIONS
132. 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.
133. 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.
134. 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.
135. NOTICES.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
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Attention:
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136. 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 regulatorfy, 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.
137. 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.
138. 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.
139. 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.
140. 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:
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Name:
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Title:
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By:
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Name:
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Title:
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<PAGE>
EXHIBIT N
POLICY
