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: March 30, 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 March 30, 1999, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1999-8, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-R, Class B-1, Class B-2 and Class B-3 (the "Offered
Certificates"), having an aggregate original principal balance of $496,137,000.
The Offered Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as of March 30, 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
1999-8, Class A-PO Certificates, having an aggregate initial principal balance
of $718,195.09 and Class B-4, Class B-5 and Class B-6 Certificates, having an
aggregate initial principal balance of $3,500,742.50 (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 99.23% 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-10
Certificates) will be distributed on each Distribution Date (as defined in the
Agreement). Monthly distributions in reduction of the principal balance of the
Offered Certificates will be allocated to the Offered Certificates in accordance
with the priorities set forth in the Agreement. Distributions of interest and in
reduction of principal balance on any Distribution Date will be made to the
extent that the Pool Distribution Amount is sufficient therefor.
An election will be made to treat the Trust Estate as a REMIC for federal
income tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, 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
(a) Exhibits
ITEM 601(A)
OF REGULATION S-K
EXHIBIT NO. DESCRIPTION
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(EX-4) Pooling and Servicing Agreement, dated as
of March 30, 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
March 30, 1999
By: /s/ ALAN MCKENNEY
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Alan S. McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
EXHIBIT NO. DESCRIPTION ELECTRONIC (E)
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(EX-4) Pooling and Servicing Agreement, E
dated as of March 30, 1999 among
Norwest Asset Securities
Corporation, Norwest Bank
Minnesota, National Association,
United States Trust Company of New
York, as trustee and First Union
National Bank, as trust
administrator.
NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of March 30, 1999
$500,006,937.59
Mortgage Pass-Through Certificates
Series 1999-8
<PAGE>
TABLE OF CONTENTS
PAGE
----
ARTICLE I
DEFINITIONS
Section 1.01 Definitions
Section 1.02 Acts of Holders
Section 1.03 Effect of Headings and Table of Contents
Section 1.04 Benefits of Agreement
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans
Section 2.02 Acceptance by Trust Administrator
Section 2.03 Representations and Warranties of the Master Servicer
and the Seller
Section 2.04 Execution and Delivery of Certificates
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account
Section 3.02 Permitted Withdrawals from the Certificate Account
Section 3.03 Advances by Master Servicer and Trust Administrator
Section 3.04 Trust Administrator to Cooperate; Release of Owner
Mortgage-Loan Files
Section 3.05 Reports to the Trustee and Trust Administrator; Annual
Compliance Statements
Section 3.06 Title, Management and Disposition of Any REO
Mortgage-Loan
Section 3.07 Amendments to Servicing Agreements, Modification of
Standard Provisions
Section 3.08 Oversight of Servicing
Section 3.09 Termination and Substitution of Servicing Agreements
Section 3.10 Application of Net Liquidation Proceeds
Section 3.11 Act Reports
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions
Section 4.02 Allocation of Realized Losses
Section 4.03 Paying Agent
Section 4.04 Statements to Certificateholders; Report to the Trust
Administrator and the Seller
Section 4.05 Reports to Mortgagors and the Internal Revenue
Service
Section 4.06 Distributions in Reduction of the Class A-14
Certificates
Section 4.07 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates
Section 5.02 Registration of Certificates
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates
Section 5.04 Persons Deemed Owners
Section 5.05 Access to List of Certificateholders' Names and
Addresses
Section 5.06 Maintenance of Office or Agency
Section 5.07 Definitive Certificates
Section 5.08 Notices to Clearing Agency
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others
Section 6.04 Resignation of the Master Servicer
Section 6.05 Compensation to the Master Servicer
Section 6.06 Assignment or Delegation of Duties by Master Servicer
Section 6.07 Indemnification of Trustee, Trust Administrator and
Seller by Master Servicer
Section 6.08 Master Servicer Covenants Concerning Year 2000
Compliance
ARTICLE VII
DEFAULT
Section 7.01 Events of Default
Section 7.02 Other Remedies of Trustee
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default
Section 7.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default
Section 7.05 Trust Administrator to Act; Appointment of Successor
Section 7.06 Notification to Certificateholders
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator
Section 8.02 Certain Matters Affecting the Trustee and the Trust
Administrator
Section 8.03 Neither Trustee nor Trust Administrator Required to Make
Investigation
Section 8.04 Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans
Section 8.05 Trustee and Trust Administrator May Own Certificates
Section 8.06 The Master Servicer to Pay Fees and Expenses
Section 8.07 Eligibility Requirements
Section 8.08 Resignation and Removal
Section 8.09 Successor
Section 8.10 Merger or Consolidation
Section 8.11 Authenticating Agent
Section 8.12 Separate Trustees and Co-Trustees
Section 8.13 Appointment of Custodians
Section 8.14 Tax Matters; Compliance with REMIC Provisions
Section 8.15 Monthly Advances
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance
Section 8.17 Trust Administrator Covenants Concerning Year 2000
Compliance
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation of All
Mortgage Loans
Section 9.02 Additional Termination Requirements
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment
Section 10.02 Recordation of Agreement
Section 10.03 Limitation on Rights of Certificateholders
Section 10.04 Governing Law; Jurisdiction
Section 10.05 Notices
Section 10.06 Severability of Provisions
Section 10.07 Special Notices to Rating Agencies
Section 10.08 Covenant of Seller
Section 10.09 Recharacterization
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate
Section 11.02 Cut-Off Date
Section 11.03 Cut-Off Date Aggregate Principal Balance
Section 11.04 Original Class A Percentage
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates
Section 11.06 Original Class A Non-PO Principal Balance
Section 11.07 Original Subordinated Percentage
Section 11.08 Original Class B-1 Percentage
Section 11.09 Original Class B-2 Percentage
Section 11.10 Original Class B-3 Percentage
Section 11.11 Original Class B-4 Percentage
Section 11.12 Original Class B-5 Percentage
Section 11.13 Original Class B-6 Percentage
Section 11.14 Original Class B Principal Balance
Section 11.15 Original Principal Balances of the Classes of Class B
Certificates
Section 11.16 Original Class B-1 Fractional Interest
Section 11.17 Original Class B-2 Fractional Interest
Section 11.18 Original Class B-3 Fractional Interest
Section 11.19 Original Class B-4 Fractional Interest
Section 11.20 Original Class B-5 Fractional Interest
Section 11.21 Closing Date
Section 11.22 Right to Purchase
Section 11.23 Wire Transfer Eligibility
Section 11.24 Single Certificate
Section 11.25 Servicing Fee Rate
Section 11.26 Master Servicing Fee Rate
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-12 - Form of Face of Class A-12 Certificate
EXHIBIT A-13 - Form of Face of Class A-13 Certificate
EXHIBIT A-14 - Form of Face of Class A-14 Certificate
EXHIBIT A-15 - Form of Face of Class A-15 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 1999-8 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest Mortgage in
locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest Mortgage from
Frederick, Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal Revenue
Code of 1986, as amended, and for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4][B-5][B-6] Certificates)
EXHIBIT K - Transferee's Letter (Class [A-15][B-1][B-2][B-3] Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
<PAGE>
This Pooling and Servicing Agreement, dated as of March 30, 1999 executed
by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST COMPANY OF NEW
YORK, as Trustee and FIRST UNION NATIONAL BANK, as Trust Administrator.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
ACCEPTED MASTER SERVICING PRACTICES: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
ADDITIONAL COLLATERAL: As defined in the MLCC Servicing Agreement.
ADDITIONAL COLLATERAL MORTGAGE LOANS: As defined in the MLCC Servicing
Agreement.
ADJUSTED POOL AMOUNT: With respect to any Distribution Date, the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
ADJUSTED POOL AMOUNT (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
$131,449.40 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
BANK UNITED MORTGAGE LOAN SALE AGREEMENT: The mortgage loan sale agreement
dated as of September 17, 1998 between Bank United, as seller, and Norwest
Funding, Inc., as purchaser.
BENEFICIAL OWNER: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
BOOK-ENTRY CERTIFICATE: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-11 Certificates, Class A-12
Certificates, Class A-13 Certificates and Class A-14 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-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 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-10 and Class A-PO Certificates),
the amount distributable to such Class of Class A Certificates pursuant to
Paragraphs first, second and third clause (A) of Section 4.01(a). As to the
Class A-10 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, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class A Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
CLASS A INTEREST SHORTFALL AMOUNT: As to any Distribution Date and any
Class of Class A Certificates, any amount by which the Interest Accrual Amount
of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
CLASS A LOSS AMOUNT: With respect to any Determination Date after the
Cross-over Date and each Class of Class A Certificates (other than the Class
A-15 and Class A-PO Certificates), the amount, if any, by which the Principal
Balance of such Class of Class A Certificates would be reduced as a result of
the application of the third sentence of the definition of Principal Balance.
CLASS A LOSS DENOMINATOR: As to any Determination Date, an amount equal to
the Class A Non-PO Principal Balance.
CLASS A LOSS PERCENTAGE: As to any Determination Date and any Class of
Class A Certificates (other than the Class A-PO Certificates) then outstanding,
the percentage calculated by dividing the Principal Balance of such Class by the
Class A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Class A Certificates not then outstanding), in each case
determined as of the preceding Determination Date.
CLASS A NON-PO OPTIMAL AMOUNT: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal
Principal Amount.
CLASS A NON-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan.
CLASS A NON-PO PRINCIPAL BALANCE: As of any date, an amount equal to the
Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.
CLASS A NON-PO PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution Date,
will be equal to the amount distributed pursuant to paragraph third clause (A)
of Section 4.01(a).
CLASS A PASS-THROUGH RATE: As to the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-15 and Class
A-R Certificates, the Class A Fixed Pass-Through Rate. As to the Class A-11,
Class A-12, Class A-13 and Class A-14 Certificates, 7.000% per annum. The Class
A-10 and 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 March 2004, 100%. As to any Distribution Date
subsequent to March 2004 to and including the Distribution Date in March 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 March 2005 to and including the Distribution Date in March 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 March
2006 to and including the Distribution Date in March 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 March
2007 to and including the Distribution Date in March 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 March
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 March 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
April 2004 and March 2005 (2) 35% of the Original Class B Principal Balance if
such Distribution Date occurs between and including April 2005 and March 2006,
(3) 40% of the Original Class B Principal Balance if such Distribution Date
occurs between and including April 2006 and March 2007, (4) 45% of the Original
Class B Principal Balance if such Distribution Date occurs between and including
April 2007 and March 2008, and (5) 50% of the Original Class B Principal Balance
if such Distribution Date occurs during or after April 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-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12
Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15
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-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-7 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-7 and Exhibit C hereto.
CLASS A-7 CERTIFICATEHOLDER: The registered holder of a Class A-7
Certificate.
CLASS A-8 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.
CLASS A-8 CERTIFICATEHOLDER: The registered holder of a Class A-8
Certificate.
CLASS A-9 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 and Exhibit C hereto.
CLASS A-9 CERTIFICATEHOLDER: The registered holder of a Class A-9
Certificate.
CLASS A-10 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 and Exhibit C hereto.
CLASS A-10 CERTIFICATEHOLDER: The registered holder of a Class A-10
Certificate.
CLASS A-11 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-11 and Exhibit C hereto.
CLASS A-11 CERTIFICATEHOLDER: The registered holder of a Class A-11
Certificate.
CLASS A-12 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-12 and Exhibit C hereto.
CLASS A-12 CERTIFICATEHOLDER: The registered holder of a Class A-12
Certificate.
CLASS A-13 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-13 and Exhibit C hereto.
CLASS A-13 CERTIFICATEHOLDER: The registered holder of a Class A-13
Certificate.
CLASS A-14 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-14 and Exhibit C hereto.
CLASS A-14 CERTIFICATEHOLDER: The registered holder of a Class A-14
Certificate.
CLASS A-15 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-15 and Exhibit C hereto.
CLASS A-15 CERTIFICATEHOLDER: The registered holder of a Class A-15
Certificate.
CLASS A-15 LOSS ALLOCATION AMOUNT: With respect to any Determination Date
after the Cross-Over Date the lesser of (a) the Principal Balance of the Class
A-15 Certificates with respect to such Determination Date prior to any reduction
for the Class A-15 Loss Allocation Amount and (b) the sum of the Class A Loss
Amounts.
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; and
(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, 6.500% per annum.
CLASS B PERCENTAGE: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
CLASS B PREPAYMENT PERCENTAGE: Any of the Class B-1 Prepayment Percentage,
Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage, Class B-4
Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6 Prepayment
Percentage.
CLASS B PRINCIPAL BALANCE: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
CLASS B UNPAID INTEREST SHORTFALL: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
CLASS B-1 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
CLASS B-1 CERTIFICATEHOLDER: The registered holder of a Class B-1
Certificate.
CLASS B-1 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
CLASS B-1 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-1 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-1 Certificates on such Distribution Date pursuant to Paragraph fifth
of Section 4.01(a).
CLASS B-1 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and;
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
CLASS B-1 PERCENTAGE: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
CLASS B-1 PREPAYMENT PERCENTAGE: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
CLASS B-1 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
CLASS B-1 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
CLASS B-2 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
CLASS B-2 CERTIFICATEHOLDER: The registered holder of a Class B-2
Certificate.
CLASS B-2 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
CLASS B-2 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-2 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).
CLASS B-2 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
CLASS B-2 PERCENTAGE: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Percentage for such
Distribution Date will be zero.
CLASS B-2 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-2 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
CLASS B-2 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).
CLASS B-3 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
CLASS B-3 CERTIFICATEHOLDER: The registered holder of a Class B-3
Certificate.
CLASS B-3 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
CLASS B-3 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-3 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).
CLASS B-3 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
CLASS B-3 PERCENTAGE: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Percentage for such
Distribution Date will be zero.
CLASS B-3 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-3 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-3 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.
CLASS B-3 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).
CLASS B-4 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
CLASS B-4 CERTIFICATEHOLDER: The registered holder of a Class B-4
Certificate.
CLASS B-4 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
CLASS B-4 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-4 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).
CLASS B-4 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
CLASS B-4 PERCENTAGE: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Percentage for such
Distribution Date will be zero.
CLASS B-4 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-4 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-4 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
CLASS B-4 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).
CLASS B-5 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
CLASS B-5 CERTIFICATEHOLDER: The registered holder of a Class B-5
Certificate.
CLASS B-5 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
CLASS B-5 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-5 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a).
CLASS B-5 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
CLASS B-5 PERCENTAGE: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Percentage for such
Distribution Date will be zero.
CLASS B-5 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-5 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
CLASS B-5 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).
CLASS B-6 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
CLASS B-6 CERTIFICATEHOLDER: The registered holder of a Class B-6
Certificate.
CLASS B-6 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
CLASS B-6 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-6 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).
CLASS B-6 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
CLASS B-6 PERCENTAGE: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with the provisions of Section 4.01(d)(i), the Class B-6 Percentage
for such Distribution Date will be zero.
CLASS B-6 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
CLASS B-6 PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)
and (b) the Realized Losses allocated through such Determination Date to the
Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool
Amount as of the preceding Distribution Date less the Class A Principal Balance,
the Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
CLASS B-6 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).
CLEARING AGENCY: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
CLEARING AGENCY PARTICIPANT: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
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.
CLOSING DATE: The date of initial issuance of the Certificates, as set
forth in Section 11.21.
CODE: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
COMPENSATING INTEREST: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
CO-OP SHARES: Shares issued by private non-profit housing corporations.
CORPORATE TRUST OFFICE: The principal office of the Trust Administrator or
the Trustee, as the case may be, at which at any particular time its corporate
trust business shall be administered, which office, with respect to the Trust
Administrator, at the date of the execution of this instrument is located at 230
South Tryon Street, Charlotte, North Carolina 28288 and with respect to the
Trustee, at the date of execution of this instrument is located at 114 West 47th
Street, New York, New York 10036.
CROSS-OVER DATE: The Distribution Date preceding the first Distribution
Date on which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
CROSS-OVER DATE INTEREST SHORTFALL: With respect to any Distribution Date
that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer on or after the Determination Date in
the month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of interest
that would have accrued at the Net Mortgage Interest Rate on the amount of
such Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the month
preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the month of
such Distribution Date, the amount of interest that would have accrued at
the Net Mortgage Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such Unscheduled
Principal Receipt is received.
CURRENT CLASS A INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date,
the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.
CURRENT CLASS B INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date,
the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a) on such Distribution Date.
CURRENT CLASS B-1 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
CURRENT CLASS B-2 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
CURRENT CLASS B-3 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
CURRENT CLASS B-4 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
CURRENT CLASS B-5 FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
CURTAILMENT: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
CUSTODIAL AGREEMENT: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trust Administrator, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
CUSTODIAL P&I ACCOUNT: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
CUSTODIAN: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
CUT-OFF DATE: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
CUT-OFF DATE PRINCIPAL BALANCE: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
DECEASED HOLDER: A Beneficial Owner of a Class A-14 Certificate who was
living at the time such interest was acquired, whose death is deemed to have
occurred pursuant to Section 4.06(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 6.500%.
DISTRIBUTION DATE: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
DUE DATE: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
ELIGIBLE ACCOUNT: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as a REMIC or
result in the imposition of any federal tax on the REMIC.
ELIGIBLE INVESTMENTS: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating Agency
or result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each Rating
Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the case
of the principal depository institution in a holding company system, the
commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any security
described in clauses (i) or (ii) above or any other security issued or
guaranteed by an agency or instrumentality of the United States of America,
in either case entered into with a depository institution or trust company
(acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by either
Rating Agency or result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) by either Rating
Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA PROHIBITED HOLDER: As defined in Section 5.02(d).
ERRORS AND OMISSIONS POLICY: As defined in each of the Servicing
Agreements.
EVENT OF DEFAULT: Any of the events specified in Section 7.01.
EXCESS BANKRUPTCY LOSS: With respect to any Distribution Date and any
Mortgage Loan as to which a Bankruptcy Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date exceed the then-applicable
Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss represented by
the ratio of (a) the excess of the Aggregate Current Bankruptcy Losses over the
then-applicable Bankruptcy Loss Amount, divided by (b) the Aggregate Current
Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Mortgage Loan on or after the Cross-Over Date will be an
Excess Bankruptcy Loss.
EXCESS FRAUD LOSS: With respect to any Distribution Date and any Mortgage
Loan as to which a Fraud Loss is realized in the month preceding the month of
such Distribution Date, (i) if the Aggregate Current Fraud Losses with respect
to such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
EXCESS SPECIAL HAZARD LOSS: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
EXHIBIT F-1 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit
F-1 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced in
locations other than Frederick, Maryland under the Norwest Servicing Agreement.
EXHIBIT F-2 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit
F-2 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced in
Frederick, Maryland under the Norwest Servicing Agreement.
EXHIBIT F-3 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit
F-3 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
FIDELITY BOND: As defined in each of the Servicing Agreements.
FINAL DISTRIBUTION DATE: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
FINAL SCHEDULED MATURITY DATE: The Final Scheduled Maturity Date for the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, 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 April 25, 2029 which corresponds to
the "latest possible maturity date" for purposes of Section 860G(a)(1) of the
Internal Revenue Code of 1986, as amended.
FITCH: Fitch IBCA, Inc., or its successor in interest.
FIXED RETAINED YIELD: The fixed percentage of interest on each Mortgage
Loan with a Mortgage Interest Rate greater than the sum of (a) 6.500%, (b) the
Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
FIXED RETAINED YIELD RATE: With respect to each Mortgage Loan, a per annum
rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate on such
Mortgage Loan minus the sum of (i) 6.500%, (ii) the Servicing Fee Rate and (iii)
the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
FORECLOSURE PROFITS: As to any Distribution Date, the excess, if any, of
(i) Net Liquidation Proceeds in respect of each Mortgage Loan that became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date over
(ii) the sum of the unpaid principal balance of each such Liquidated Loan plus
accrued and unpaid interest at the applicable Mortgage Interest Rate on the
unpaid principal balance thereof from the Due Date to which interest was last
paid by the Mortgagor (or, in the case of a Liquidated Loan that had been an REO
Mortgage Loan, from the Due Date to which interest was last deemed to have been
paid) to the first day of the month in which such Distribution Date occurs.
FRAUD LOSS: A Liquidated Loan Loss as to which there was fraud in the
origination of such Mortgage Loan.
FRAUD LOSS AMOUNT: As of any Distribution Date after the Cut-Off Date an
amount equal to: (X) prior to the first anniversary of the Cut-Off Date an
amount equal to $10,007,172.48 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
FULL UNSCHEDULED PRINCIPAL RECEIPT: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
HOLDER: See "Certificateholder."
INDEPENDENT: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or person performing similar
functions.
INDIVIDUAL CLASS A-14 CERTIFICATE: A Class A-14 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-10 and Class A-PO Certificates), (a) the
product of (i) 1/12th of the Class A Pass-Through Rate for such Class and (ii)
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (b) the Class A Interest Percentage of such Class of (i)
any Non-Supported Interest Shortfall allocated to the Class A Certificates with
respect to such Distribution Date, (ii) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (iii) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-10 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-14 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 100SM PLEDGE AGREEMENT: As defined in the MLCC Servicing
Agreement.
MORTGAGE INTEREST RATE: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
MORTGAGE LOAN PURCHASE AGREEMENT: The mortgage loan purchase agreement
dated as of March 30, 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, F-2 and F-3, which list may be amended following the
Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Section
2.02 or 2.03 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the Servicing Fee Rate;
(xiv) the Master Servicing Fee;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Exhibit F-3 Mortgage Loan, the name of the Servicer
with respect thereto.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
MORTGAGE LOANS: Each of the mortgage loans transferred and assigned to the
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 6.500%.
NONRECOVERABLE ADVANCE: Any portion of a Periodic Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or a
Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
NON-SUPPORTED INTEREST SHORTFALL: With respect to any Distribution Date,
the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance and the Class B Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal Balance
and the Class B Principal Balance.
NON-U.S. PERSON: As defined in Section 4.01(f).
NORWEST MORTGAGE: Norwest Mortgage, Inc., or its successor in interest.
NORWEST MORTGAGE CORRESPONDENTS: The entities listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
NORWEST SERVICING AGREEMENT: The Servicing Agreement providing for the
servicing of the Exhibit F-1 Mortgage Loans and Exhibit F-2 Mortgage Loans
initially by Norwest Mortgage.
OFFICERS' CERTIFICATE: With respect to any Person, a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee 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, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-13, Class A-14, Class A-15 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.
PARENT POWER(R) GUARANTY AGREEMENT FOR REAL ESTAte: As defined in the MLCC
Servicing Agreement.
PARENT POWER(R) GUARANTY AND SECURITY AGREEMENT FOR SECURITY ACCOUNT: As
defined in the MLCC Servicing Agreement.
PARTIAL LIQUIDATION PROCEEDS: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
PARTIAL UNSCHEDULED PRINCIPAL RECEIPT: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
PAYING AGENT: The Person authorized on behalf of the Trustee, as agent for
the Master Servicer, to make distributions to Certificateholders with respect to
the Certificates and to forward to Certificateholders the periodic and annual
statements required by Section 4.04. The Paying Agent may be any Person directly
or indirectly controlling or controlled by or under common control with the
Master Servicer and may be the Trustee 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-14 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-14 Certificate, the undivided percentage interest obtained by
dividing the current principal balance of such Certificate by the Principal
Balance of the Class A-14 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.
POOL BALANCE (NON-PO PORTION): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
POOL BALANCE (PO PORTION): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
POOL DISTRIBUTION AMOUNT: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Certificates on such Distribution Date,
which shall be the sum of (i) all previously undistributed payments or other
receipts on account of principal and interest on or in respect of the Mortgage
Loans (including, without limitation, the proceeds of any repurchase of a
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made by a Servicer pursuant to the related
Servicing Agreement or Periodic Advances made by the Master Servicer or the
Trust Administrator pursuant to Section 3.03 and (iii) all other amounts
required to be placed in the Certificate Account by the Servicer on or before
the applicable Remittance Date or by the Master Servicer or the Trust
Administrator on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trust Administrator has made
one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers after
the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal Receipt,
and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans repurchased
by the Seller pursuant to Section 2.02 or 2.03 on or following the Due Date
in the month in which such Distribution Date occurs and the difference
between the unpaid principal balance of such Mortgage Loan substituted for
a defective Mortgage Loan during the month preceding the month in which
such Distribution Date occurs and the unpaid principal balance of such
defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes of the Class A
or Class B Certificates pursuant to Section 4.02 other than Recoveries
covered by the last sentence of Section 4.02(d).
POOL SCHEDULED PRINCIPAL BALANCE: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
PREPAYMENT IN FULL: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
PREPAYMENT INTEREST SHORTFALL: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
PREPAYMENT SHIFT PERCENTAGE: As to any Distribution Date, the percentage
indicated below:
Prepayment Shift
Distribution Date Occurring In Percentage
------------------------------ ----------------
April 1999 through March 2004.................... 0%
April 2004 through March 2005.................... 30%
April 2005 through March 2006.................... 40%
April 2006 through March 2007.................... 60%
April 2007 through March 2008.................... 80%
April 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 (a "Loss
Reduction") on each Determination Date by an amount equal to the product of the
Class A Loss Percentage of such Class and the excess, if any, of (i) the Class A
Non-PO Principal Balance as of such Determination Date without regard to this
sentence over (ii) the difference between (A) the Adjusted Pool Amount for the
preceding Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for
the preceding Distribution Date; provided, however, that the amount of any such
Loss Reductions for the Class A Certificates (other than the Class A-15 and
Class A-PO Certificates) will be decreased, pro rata, based on the amount of
such Loss Reductions, by the Class A-15 Loss Allocation Amount. After the
Cross-Over Date, the Principal Balance for the Class A-15 Certificates will
additionally be reduced by the Class A-15 Loss Allocation Amount.
As of any subsequent Determination Date prior to the Cross-Over Date and as
to the Class A-PO Certificates, the Original Principal Balance of such Class
less the sum of (a) all amounts previously distributed in respect of the Class
A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, such Principal Balance will also be
reduced on each Determination Date by an amount equal to the difference, if any,
between such Principal Balance as of such Determination Date without regard to
this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance, respectively.
PRINCIPAL PREPAYMENT: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
PRIOR MONTH RECEIPT PERIOD: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
PRIORITY AMOUNT: For any Distribution Date, the lesser of (i) the sum of
the Principal Balances of the Class A-3 and Class A-15 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 (i) sum of the Principal Balances of the Class A-3
and Class A-15 Certificates, divided by (ii) the Pool Balance (Non-PO Portion).
PROHIBITED TRANSACTION TAX: Any tax imposed under Section 860F of the Code.
PRUDENT SERVICING PRACTICES: The standard of care set forth in each
Servicing Agreement.
RATING AGENCY: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class B-1 Certificates are
Fitch and S&P. The Rating Agency for the Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates is Fitch. If any such agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trustee, the Trust Administrator and the Master Servicer.
References herein to the highest short-term rating category of a Rating Agency
shall mean F-1+ in the case of Fitch, A-1+ in the case of S&P and in the case of
any other Rating Agency shall mean its equivalent of such ratings. References
herein to the highest long-term rating categories of a Rating Agency shall mean
AAA, and in the case of any other Rating Agency shall mean its equivalent of
such rating without any plus or minus.
REALIZED LOSSES: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
RECORD DATE: The last Business Day of the month preceding the month of the
related Distribution Date.
RECOVERY: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
RELEVANT ANNIVERSARY: See "BANKRUPTCY LOSS AMOUNT."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC PROVISIONS: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or with respect to proposed regulations, are
proposed to be in effect) from time to time.
REMITTANCE DATE: As defined in each of the Servicing Agreements.
REO MORTGAGE LOAN: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO PROCEEDS: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
REQUEST FOR RELEASE: A request for release in substantially the form
attached as Exhibit G hereto.
RESPONSIBLE OFFICER: When used with respect to the Trustee or the Trust
Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
ROUNDING ACCOUNT: The special account established with the Trust
Administrator and maintained by the Trust Administrator pursuant to Section
4.06(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 4.06(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, Inc., Merrill Lynch Credit
Corporation, FT Mortgage Companies, Bank United, Countrywide Home Loans, Inc.,
First Union Mortgage Corporation, NOVUS Financial Corporation, Suntrust
Mortgage, Inc., National City Mortgage Company, Bank of Oklahoma, N.A., HomeSide
Lending, Hibernia National Bank, The Huntington Mortgage Company, Farmers State
Bank & Trust Company of Superior, Star Bank, Cascade Savings Bank, North
American Mortgage Company and Plymouth Savings Bank, as Servicer under the
related Servicing Agreement.
SERVICING AGREEMENTS: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
SERVICING FEE: With respect to any Servicer, as defined in its Servicing
Agreement.
SERVICING FEE RATE: With respect to a Mortgage Loan, as set forth in
Section 11.25.
SERVICING OFFICER: Any officer of a Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
SIMILAR LAW: As defined in Section 5.02(c).
SINGLE CERTIFICATE: A Certificate of any Class that evidences the smallest
permissible Denomination for such Class, as set forth in Section 11.24.
SPECIAL HAZARD LOSS: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(A) normal wear and tear;
(B) infidelity, conversion or other dishonest act on the part of the
Trustee, the Trust Administrator or the Servicer or any of their agents or
employees; or
(C) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising
from or related to the presence or suspected presence of hazardous wastes
or hazardous substances on a Mortgaged Property unless such loss to a
Mortgaged Property is covered by a hazard policy or a flood insurance
policy maintained in respect of such Mortgaged Property pursuant to the
Servicing Agreement.
SPECIAL HAZARD LOSS AMOUNT: As of any Distribution Date, an amount equal to
$6,870,129.01 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.
SURETY BOND: As defined in the MLCC Servicing Agreement.
TRUST ADMINISTRATOR: First Union National Bank, a national banking
association with its principal office located in Charlotte, North Carolina, or
any successor trust administrator appointed as herein provided.
TRUST ESTATE: The corpus of the trust created by this Agreement, consisting
of the Mortgage Loans (other than any Fixed Retained Yield), such amounts as may
be held from time to time in the Certificate Account (other than any Fixed
Retained Yield), the rights of the Trust Administrator, on behalf of the
Trustee, to receive the proceeds of all insurance policies and performance
bonds, if any, required to be maintained hereunder or under the related
Servicing Agreement and property which secured a Mortgage Loan and which has
been acquired by foreclosure or deed in lieu of foreclosure.
TRUSTEE: United States Trust Company of New York, or any successor trustee
appointed as herein provided.
UNPAID INTEREST SHORTFALLS: Each of the Class A Unpaid Interest Shortfalls,
the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid Interest
Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4 Unpaid
Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class B-6
Unpaid Interest Shortfall.
UNSCHEDULED PRINCIPAL AMOUNT: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Prepayment Percentage.
UNSCHEDULED PRINCIPAL RECEIPT: Any Principal Prepayment or other recovery
of principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
UNSCHEDULED PRINCIPAL RECEIPT PERIOD: Either a Mid-Month Receipt Period or
a Prior Month Receipt Period.
U.S. PERSON: As defined in Section 4.01(f).
VOTING INTEREST: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal to the ratio
obtained by dividing the Principal Balance of such Class by the sum of the Class
A Principal Balance and the Class B Principal Balance. Each Certificateholder of
a Class will have a Voting Interest equal to the product of the Voting Interest
to which such Class is collectively entitled and the Percentage Interest in such
Class represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class of Certificates
or specified Classes of Certificates, each Certificateholder of a Class will
have a Voting Interest in such Class equal to such Holder's Percentage Interest
in such Class.
WEIGHTED AVERAGE NET MORTGAGE INTEREST RATE: As to any Distribution Date, a
rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
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.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied, shall
give to any Person, other than the parties to this Agreement and their
successors hereunder and the Holders of the Certificates any benefit or any
legal or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest (other than
the portion, if any, representing the Fixed Retained Yield) and principal
received by the Seller on or with respect to the Mortgage Loans after the
Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans (d)
all of the Seller's right, title and interest in and to each Mortgage 100SM
Pledge Agreement, each Parent Power(R) Guaranty and Security Agreement for
Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate
with respect to each Additional Collateral Mortgage Loan and (e) proceeds of all
the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the 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 April
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 or any amounts received by it upon the sale of
any Additional Collateral pursuant to the terms of the Mortgage 100SM Pledge
Agreement, the Parent Power(R) Guaranty and Security Agreement for Securities
Account or the Parent Power(R) Guaranty Agreement for Real Estate or any amounts
received pursuant to the Surety Bond, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(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.
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 3.08 Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations (including the obligation to
maintain an Errors and Omissions Policy and Fidelity Bond) that are to be
observed or performed by the Servicer under its respective Servicing Agreement.
In performing its obligations hereunder, the Master Servicer shall act in a
manner consistent with Accepted Master Servicing Practices and with the
Trustee's and the Trust Administrator's and the Certificateholders' reliance on
the Master Servicer, and in a manner consistent with the terms and provisions of
any insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trust Administrator or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trust Administrator an Opinion of Counsel (at the expense of
the party seeking to modify the Mortgage Loan) to the effect that such
modification would not be treated as giving rise to a new debt instrument for
federal income tax purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled to repurchase at its option (i) any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust Estate which,
pursuant to paragraph 5(b) of the Mortgage Loan Purchase Agreement, Norwest
Mortgage requests the Seller to repurchase and to sell to Norwest Mortgage to
facilitate the exercise of Norwest Mortgage's rights against the originator or a
prior holder of such Mortgage Loan. The purchase price for any such Mortgage
Loan shall be 100% of the unpaid principal balance of such Mortgage Loan plus
accrued interest thereon at the Mortgage Interest Rate for such Mortgage Loan,
through the last day of the month in which such repurchase occurs. Upon the
receipt of such purchase price, the Master Servicer shall provide to the Trust
Administrator the certification required by Section 3.04 and the Trust
Administrator and the Custodian, if any, shall promptly release to the Seller
the Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall, pursuant
to the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.
Additional Collateral may be liquidated and the proceeds applied to cover
any shortfalls upon the liquidation of a Mortgaged Property; PROVIDED, HOWEVER,
that the Trust Estate in no event shall acquire ownership of the Additional
Collateral unless the Trust Administrator shall have received an Opinion of
Counsel that such ownership shall not cause the Trust Estate to fail to qualify
as a REMIC or subject the REMIC to any tax.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
Section 3.09 Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller and the Trustee an Officer's Certificate certifying that an event
has occurred which may justify termination of such Servicing Agreement,
describing the circumstances surrounding such event and recommending what action
should be taken by the Trustee with respect to such Servicer. If the Master
Servicer recommends that such Servicing Agreement be terminated, the Master
Servicer's certification must state that the breach is material and not merely
technical in nature. Upon written direction of the Master Servicer, based upon
such certification, the Trustee shall promptly terminate such Servicing
Agreement. Notwithstanding the foregoing, in the event that (i) Norwest Mortgage
fails to make any advance, as a consequence of which the 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, pro rata, based upon
their respective Interest Accrual Amounts, in an aggregate amount up to the
Class A Interest Accrual Amount with respect to such Distribution Date;
second, to the Classes of Class A Certificates, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls, in an aggregate amount
up to the Aggregate Class A Unpaid Interest Shortfall;
third, concurrently, to the Class A Certificates (other than the Class
A-PO Certificates) and the Class A-PO Certificates, pro rata, based on
their respective Class A Non-PO Optimal Principal Amount and Class A-PO
Optimal Principal Amount, (A) to the Classes of Class A Certificates (other
than the Class A-PO Certificates), in an aggregate amount up to the Class A
Non-PO Optimal Principal Amount, such distribution to be allocated among
such Classes in accordance with Section 4.01(b) or Section 4.01(c), as
applicable, and (B) to the Class A-PO Certificates in an amount up to the
Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard
to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second, below, second to the Class B-5 Certificates
pursuant to Paragraph nineteenth, below, third to the Class B-4
Certificates pursuant to Paragraph sixteenth, below, fourth to the Class
B-3 Certificates pursuant to Paragraph thirteenth, below, fifth to the
Class B-2 Certificates pursuant to Paragraph tenth below, and sixth to the
Class B-1 Certificates pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such
Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the Class B-1
Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Paragraph
seventh will be reduced by the amount, if any, that would have been
distributable to the Class B-1 Certificates hereunder used to pay the Class
A-PO Deferred Amount as provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the Interest
Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the Class B-2
Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class B-2
Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-2 Certificates pursuant to this Paragraph tenth will be
reduced by the amount, if any, that would have been distributable to the
Class B-2 Certificates hereunder used to pay the Class A-PO Deferred Amount
as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to such
Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the Class
B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the Class
B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the Class
A-PO Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to such
Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to the Class
B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the Class
B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph
sixteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-4 Certificates hereunder used to pay the Class
A-PO Deferred Amount as provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the Class
B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the Class
B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class
A-PO Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to such
Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the Class
A-PO Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate.
Notwithstanding the foregoing, after the Principal Balance of any Class
(other than the Class A-R Certificate) has been reduced to zero, such Class will
be entitled to no further distributions of principal or interest (including,
without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-R
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their outstanding Principal Balances.
(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-R Certificate, until the Principal Balance
thereof has been reduced to zero;
second, concurrently, to the Class A-3 and Class A-15 Certificates,
pro rata, up to the Priority Amount for such Distribution Date;
third, concurrently, as follows:
(i) 16.5660329500% to the Class A-1 Certificates, until the
Principal Balance thereof has been reduced to zero;
(ii) 6.6081674196%, sequentially, to the Class A-4 and Class A-5
Certificates, in that order, until the Principal Balance of each such
Class has been reduced to zero; and
(iii) 76.8257996304%, sequentially, as follows:
(a) concurrently, as follows:
(I) 85.9129440899% to the Class A-9 Certificates, until
the Principal Balance thereof has been reduced to zero; and
(II) 14.0870559101%, sequentially, to the Class A-6 and
Class A-7 Certificates, in that order, until the Principal
Balance of each such Class has been reduced to zero; and
(b) to the Class A-8 Certificates until the Principal
Balance thereof has been reduced to zero;
fourth, concurrently, as follows:
(i) 14.2818257462%, concurrently, to the Class A-2 and Class A-10
Certificates, pro rata, until the Principal Balance of each such Class
has been reduced to zero; and
(ii) 85.7181742538%, sequentially, as follows:
(a) sequentially, to the Class A-11 and Class A-12
Certificates, in that order, until the Principal Balance of each
such Class has been reduced to zero; and
(b) concurrently, to the Class A-13 and Class A-14
Certificates, pro rata, based on their initial Principal
Balances, until the Principal Balance of each such Class has been
reduced to zero; and
fifth, concurrently, to the Class A-3 and Class A-15 Certificates, pro
rata, without regard to the Priority Amount for such Distribution Date,
until the Principal Balance of each such Class has been reduced to zero.
(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
if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2
Principal Balance is greater than zero, the Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates shall not be
eligible to receive distributions of principal; or
if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3
Principal Balance is greater than zero, the Class B-4, Class
B-5 and Class B-6 Certificates shall not be eligible to
receive distributions of principal; or
if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4
Principal Balance is greater than zero, the Class B-5 and
Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
if the Current Class B-5 Fractional Interest is less than the
Original Class B-5 Fractional Interest and the Class B-5
Principal Balance is greater than zero, the Class B-6
Certificates shall not be eligible to receive distributions
of principal.
(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-14 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-14 Certificates, as provided in Section 4.06.
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 or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise), created or organized
in or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, 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 (ii) the Class B Certificates, pro rata based on the Class A
Interest Accrual Amount and the Class B Interest Accrual Amount for the related
Distribution Date, without regard to any reduction pursuant to this sentence.
Any such loss allocated to the Class A Certificates shall be allocated among the
outstanding Classes of Class A Certificates based on their Class A Interest
Percentages. Any such loss allocated to the Class B Certificates will be
allocated among the outstanding Classes of Class B Certificates based on their
Class B Interest Percentages. In addition, after the Class B Principal Balance
has been reduced to zero, the interest portion of Realized Losses (other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
will be allocated among the outstanding Classes of Class A Certificates based on
their Class A Interest Percentages.
(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.
Section 4.04 Statements to Certificateholders; Report to the Trust
Administrator and the Seller.
Concurrently with each distribution pursuant to Section 4.01(e), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class of Class
A Certificates allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Class A Interest Distribution Amount allocated to each Class of Class A
Certificates, (c) any Class A Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Unpaid Interest
Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) the amount of such distribution to Holders of each Class of Class
B Certificates allocable to interest, (b) the amount of the Current Class B
Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid Interest
Shortfall with respect to each Class of Class B Certificates after giving
effect to such distribution, (d) the amount of any Non-Supported Interest
Shortfall allocated to each Class of Class B Certificates for such
Distribution Date, and (e) the interest portion of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to each
Class of Class B Certificates for such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing Agreements or
this Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each Class of Class B Certificates as of the following
Determination Date after giving effect to the distributions of principal
made, and the principal portion of Realized Losses, if any, allocated with
respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for
such Distribution Date and the aggregate Scheduled Principal Balance of the
Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage Loans
serviced by Norwest Mortgage and, collectively, by the Other Servicers as
of such Distribution Date;
(x) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Mortgage Loans
in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses or
Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of Class
B Certificates has been reduced as a result of Realized Losses allocated as
of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to which
the Servicer of such Mortgage Loan has determined not to foreclose because
it believes the related Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master Servicing
Fees paid (and not previously reported) with respect to the related
Distribution Date and the amount by which the aggregate Available Master
Servicer Compensation has been reduced by the Prepayment Interest Shortfall
for the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount, if any; and
(xxiv) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class of Class A
Certificates pursuant to clauses (i) and (ii) above and with respect to a Class
of Class B Certificates pursuant to clauses (iii) and (iv) above, the amounts
shall be expressed as a dollar amount per Class A or Class B Certificate (other
than the Class A-R Certificate) with a $1,000 Denomination, and as a dollar
amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder and the information set forth in clauses
(iii) and (iv)(a) above in the case of a Class B Certificateholder aggregated
for such calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trust
Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Distribution Amount with respect to
each Class of Class A Certificates and the Class B Distribution Amount with
respect to each Class of Class B Certificates. The determination by the Master
Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trust
Administrator and the Paying Agent shall be protected in relying upon the same
without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
Section 4.05 Reports to Mortgagors and the Internal Revenue Service.
The Master Servicer shall, in each year beginning after the Cut-Off Date,
make the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trustee acquires an
interest in a Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan serviced by such
Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Servicers shall be in form and substance sufficient
to meet the reporting requirements imposed by Code Section 6050J. In addition,
each Servicer shall provide the Master Servicer with sufficient information to
allow the Master Servicer to, for each year ending after the Cut-Off Date,
provide, or cause to be provided, to the Internal Revenue Service and the
Mortgagors such information as is required under Code Sections 6050H (regarding
payment of interest) and 6050P (regarding cancellation of indebtedness).
Section 4.06 Distributions in Reduction of the Class A-14 Certificates.
Distributions in reduction of the Class A Principal Balance of the Class
A-14 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-14 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-14 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-14 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-14 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-14 Certificates will be
accepted in accordance with the provisions set forth in Section 4.06(c). All
requests for distributions in reduction of the principal balance of Class A-14
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-14 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 4.06(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-14 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-14 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-14
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) 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 4.06(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-14 Certificates on any Distribution Date (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 4.06(e)) exceeds the aggregate principal balances of Class A-14
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-14 Certificates will be made by mandatory distribution pursuant
to Section 4.06(d).
(b) A Class A-14 Certificate shall be deemed to be held by a Deceased
Holder for purposes of this Section 4.06 if the death of the Beneficial Owner
thereof is deemed to have occurred. Class A-14 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-14 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-14 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-14 Certificates greater than the number of Individual Class
A-14 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-14 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-14
Certificates will be deemed to be the death of the Beneficial Owner of such
Class A-14 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-14
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-14
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 4.06(c) in establishing the
eligibility of any Beneficial Owner to receive the priority accorded Deceased
Holders in Section 4.06(a).
(c) Requests for distributions in reduction of the principal balance of
Class A-14 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-14
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-14
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 4.06(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 4.06. 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-14 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.
Any Beneficial Owner of a Class A-14 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-14 Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the principal
balance of Class A-14 Certificates are rejected by the Trust Administrator for
failure to comply with the requirements of this Section 4.06, 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-14 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 4.06(a) above, distributions in reduction of the Class A
Principal Balance of the Class A-14 Certificates will be made by mandatory
distributions in reduction thereof. Such mandatory distributions on Individual
Class A-14 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-14 Certificates on the
next succeeding Distribution Date on which mandatory distributions are to be
made, the principal balance of Class A-14 Certificates would not be reduced to
zero, the Individual Class A-14 Certificates to which such distributions will be
applied shall be selected by the Clearing Agency from those Class A-14
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-14 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-14 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-14 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-14 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-14 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-14 Certificates. Rounding of such distribution on the
Class A-14 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-14 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-14
Certificates are to be made, the aggregate amount of such distributions
allocable to the Class A-14 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-14
Certificates; this process shall continue on succeeding Distribution Dates until
the Class A Principal Balance of the Class A-14 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-14 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-14 Certificates are made in accordance with the
provisions set forth in Section 4.06(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 following the reduction of the Principal Balance of the Class
A-14 Certificates as a result of the allocation of any Realized Losses
(including Excess Losses) to the Class A-14 Certificates, distributions in
reduction of the Principal Balance of the Class A-14 Certificates will be made
on a pro rata basis among the Holders of the Class A-14 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
4.06(f) cannot be made through the facilities of the Clearing Agency, the Class
A-14 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-14 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-14 Certificates, with the
provisions of this Section 4.06.
Section 4.07 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), and shall be
substantially in the respective forms set forth as Exhibits A-1, A-2, A-3, A-4,
A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13, A-14, A-15, 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-15, 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
A-15, 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 A-15 or Class B
Certificates only, if such transferee is an insurance company, (A) the source of
funds used to purchase the Class A-15 or 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 A-15
or Class B Certificates are covered by Sections I and III of PTE 95-60 or (ii)
in the case of any such Class A-15, 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-15, 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 or
(iii) after the occurrence of dismissal or resignation of the Master Servicer,
Beneficial Owners representing aggregate Voting Interests of not less than 51%
of the aggregate Voting Interests of each outstanding Class of Book-Entry
Certificates advise the Trust Administrator through the Clearing Agency and
Clearing Agency Participants in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Beneficial Owners or (iv) upon the occurrence of the events specified in Section
4.06(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. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
Section 6.05 Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06 Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; PROVIDED, HOWEVER, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee and the
Trust Administrator, in the exercise of its reasonable judgment, and executes
and delivers to the Trustee and the Trust Administrator an agreement, in form
and substance reasonably satisfactory to the Trustee and the Trust
Administrator, which contains an assumption by such purchaser or transferee of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Master Servicer hereunder from and after the
date of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, Trust Administrator or the Seller under this Agreement, incurred by it
prior to the time that the conditions contained in clause (i) above are met.
Section 6.07 Indemnification of Trustee, Trust Administrator and Seller
by Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee, the
Trust Administrator and the Seller and any director, officer or agent thereof
against any loss, liability or expense, including reasonable attorney's fees,
arising out of, in connection with or incurred by reason of willful misfeasance,
bad faith or negligence in the performance of duties of the Master Servicer
under this Agreement or by reason of reckless disregard of its obligations and
duties under this Agreement. Any payment pursuant to this Section made by the
Master Servicer to the Trustee, the Trust Administrator or the Seller shall be
from such entity's own funds, without reimbursement therefor. The provisions of
this Section 6.07 shall survive the termination of this Agreement.
Section 6.08 Master Servicer Covenants Concerning Year 2000 Compliance.
The Master Servicer covenants that it is working to modify its computer and
other systems used in the performance of its duties as Master Servicer for the
Certificates to operate in a manner such that, on and after January 1, 2000, the
Master Servicer can perform its duties in accordance with the terms of this
Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by the
Master Servicer under the terms of this Agreement which, in either case,
continues unremedied for a period of three business days after the date
upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or to
the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(ii) any failure on the part of the Master Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on
the part of the Master Servicer in the Certificates or in this Agreement
which continues unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee, or to the Master
Servicer and the Trustee by the holders of Certificates evidencing in the
aggregate not less than 25% of the aggregate Voting Interest represented by
all Certificates; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged and unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating to
the Master Servicer, or of or relating to all or substantially all of its
property; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make an
assignment for the benefit of its creditors or voluntarily suspend payment
of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it becomes
ineligible to service for both FNMA and FHLMC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator
on behalf of the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02 Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; PROVIDED,
HOWEVER, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04 Action upon Certain Failures of the Master Servicer and upon
Event of Default.
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or the Trust Administrator may, but
need not if the Trustee or the Trust Administrator, as the case may be, deems it
not in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
Section 7.05 Trust Administrator to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to Section
7.01 or the Trustee or the Trust Administrator receives the resignation of the
Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the
Trust Administrator on behalf of the Trustee shall be the successor in all
respects to the Master Servicer in its capacity as master servicer under this
Agreement and the transactions set forth or provided for herein and shall have
the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; PROVIDED, HOWEVER, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review.
Section 7.06 Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor
master servicer, in each case as provided herein, the Trust Administrator shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trust Administrator shall
also, within 45 days after the occurrence of any Event of Default known to the
Trust Administrator, give written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register, unless such Event of
Default shall have been cured or waived within said 45-day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator.
The Trustee and the Trust Administrator, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee and the Trust Administrator, which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; PROVIDED, HOWEVER, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee
and the Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; PROVIDED, HOWEVER, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the
Trustee and the Trust Administrator, and conforming to the requirements of
this Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally
liable with respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of holders of
Certificates which evidence in the aggregate not less than 25% of the
Voting Interest represented by all Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to
the Trustee and the Trust Administrator, or exercising any trust or power
conferred upon the Trustee and the Trust Administrator, under this
Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable for
any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Section 8.02 Certain Matters Affecting the Trustee and the Trust
Administrator.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may request and
rely and shall be protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties and the manner of obtaining consents and evidencing the
authorization of the execution thereof shall be subject to such reasonable
regulations as the Trustee or Trust Administrator, as applicable, may
prescribe;
(ii) Each of the Trustee and the Trust Administrator may consult with
counsel, and any written advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall be
personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(iv) Subject to Section 7.04, the Trust Administrator shall not be
accountable, shall have no liability and makes no representation as to any
acts or omissions hereunder of the Master Servicer until such time as the
Trust Administrator may be required to act as Master Servicer pursuant to
Section 7.05 and thereupon only for the acts or omissions of the Trust
Administrator as successor Master Servicer; and
(v) Each of the Trustee and the Trust Administrator may execute any of
the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
Section 8.03 Neither Trustee nor Trust Administrator Required to Make
Investigation.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, neither the Trustee nor
the Trust Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, Mortgage,
Mortgage Note or other paper or document (provided the same appears regular on
its face), unless requested in writing to do so by holders of Certificates
evidencing in the aggregate not less than 51% of the Voting Interest represented
by all Certificates; PROVIDED, HOWEVER, that if the payment within a reasonable
time to the Trustee or the Trust Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee or the Trust Administrator, not reasonably assured
to the Trustee or the Trust Administrator by the security afforded to it by the
terms of this Agreement, the Trustee or the Trust Administrator may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee or the Trust Administrator, shall
be repaid by the Master Servicer upon demand.
Section 8.04 Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
Section 8.05 Trustee and Trust Administrator May Own Certificates.
Each of the Trustee, the Trust Administrator and any agent thereof, in its
individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent and may transact banking and/or trust business with
the Seller, the Master Servicer or their Affiliates.
Section 8.06 The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to each of the Trustee and
the Trust Administrator from time to time, and each of the Trustee and the Trust
Administrator shall be entitled to receive, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee or the Trust Administrator, as the
case may be, and the Master Servicer will pay or reimburse the Trustee or the
Trust Administrator, as the case may be, upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith.
Section 8.07 Eligibility Requirements.
Each of the Trustee and the Trust Administrator hereunder shall at all
times (i) be a corporation or association having its principal office in a state
and city acceptable to the Seller, organized and doing business under the laws
of such state or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
Section 8.08 Resignation and Removal.
Either of the Trustee or the Trust Administrator may at any time resign and
be discharged from the trust hereby created by giving written notice of
resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee or trust administrator. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee or trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee or trust administrator shall have been
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Trust Administrator, as the case
may be, may petition any court of competent jurisdiction for the appointment of
a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to be
eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator and
appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
Section 8.09 Successor.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be, herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be, all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this Section,
the Master Servicer shall mail notice of the succession of such trustee or trust
administrator hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Master Servicer fails to mail such
notice within ten days after acceptance of the successor trustee or successor
trust administrator, as the case may be, the successor trustee or trust
administrator shall cause such notice to be mailed at the expense of the Master
Servicer.
Section 8.10 Merger or Consolidation.
Any Person into which either the Trustee or the Trust Administrator may be
merged or converted or with which it may be consolidated, to which it may sell
or transfer its corporate trust business and assets as a whole or substantially
as a whole or any Person resulting from any merger, sale, transfer, conversion
or consolidation to which the Trustee or the Trust Administrator shall be a
party, or any Person succeeding to the business of such entity, shall be the
successor of the Trustee or Trust Administrator, as the case may be, hereunder;
PROVIDED, HOWEVER, that (i) such Person shall be eligible under the provisions
of Section 8.07, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, and (ii) the Trustee or the Trust Administrator, as the case
may be, shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject the REMIC to federal, state or local tax or cause the REMIC to fail
to qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of
the Trustee or the Trust Administrator, as the case may be.
Section 8.11 Authenticating Agent.
The Trust Administrator may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trust Administrator in authenticating
Certificates. Wherever reference is made in this Agreement to the authentication
of Certificates by the Trust Administrator or the Trust Administrator's
countersignature, such reference shall be deemed to include authentication on
behalf of the Trust Administrator by the Authenticating Agent and a certificate
of authentication executed on behalf of the Trust Administrator by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Trust Administrator,
the Seller and the Master Servicer. The Trust Administrator may at any time
terminate the agency of the Authenticating Agent by giving written notice
thereof to the Authenticating Agent, the Seller and the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trust Administrator promptly shall appoint
a successor Authenticating Agent, which shall be acceptable to the Master
Servicer, and shall give written notice of such appointment to the Seller, and
shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trust Administrator. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
Section 8.12 Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; PROVIDED, HOWEVER, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of
title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be personally
liable by reason of any act or omission of any other separate trustee or
co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13 Appointment of Custodians.
The Trust Administrator may at any time on or after the Closing Date, with
the consent of the Master Servicer and the Seller, appoint one or more
Custodians to hold all or a portion of the Owner Mortgage Loan Files as agent
for the Trust Administrator, by entering into a Custodial Agreement. Subject to
this Article VIII, the Trust Administrator agrees to comply with the terms of
each Custodial Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $10,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Owner
Mortgage Loan File. Each Custodial Agreement may be amended only as provided in
Section 10.01(a).
Section 8.14 Tax Matters; Compliance with REMIC Provisions.
(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-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, 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; (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.
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance.
The Trustee covenants that it is working to modify its computer and other
systems used in the performance of its duties as trustee for the Certificates to
operate in a manner such that, on and after January 1, 2000, the Trustee can
perform its duties in accordance with the terms of this Agreement.
Section 8.17 Trust Administrator Covenants Concerning Year 2000
Compliance.
The Trust Administrator covenants that it is working to modify its computer
and other systems used in the performance of its duties as trust administrator
for the Certificates to operate in a manner such that, on and after January 1,
2000, the Trust Administrator can perform its duties in accordance with the
terms of this Agreement.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation of All
Mortgage Loans.
Subject to Section 9.02, the respective obligations and responsibilities of
the Seller, the Master Servicer, the Trust Administrator and the Trustee created
hereby (other than the obligation of the Trust Administrator to make certain
payments after the Final Distribution Date to Certificateholders and the
obligation of the Master Servicer to send certain notices as hereinafter set
forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
PROVIDED, HOWEVER, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding paragraph are subject to Section 9.02
and conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trust Administrator
for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer (if it is exercising its right to purchase the assets of
the Trust Estate) or by the Trust Administrator (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trust Administrator
therein designated, (B) the amount of any such final payment and (C) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made (except in the case of any Class A Certificate surrendered
on a prior Distribution Date pursuant to Section 4.01) only upon presentation
and surrender of the Certificates at the office or agency of the Trust
Administrator therein specified. If the Master Servicer is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class A-R Certificate, the amounts, if any, which remain on
deposit in the Certificate Account (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trust Administrator of any Periodic
Advances, is insufficient to pay in full the amounts set forth in clauses (i),
(ii) and (iii) of this paragraph, then any shortfall in the amount available for
distribution to Certificateholders shall be allocated in reduction of the
amounts otherwise distributable on the Final Distribution Date in the same
manner as Realized Losses are allocated pursuant to Sections 4.02(b) and 4.02(g)
hereof. Such distribution on the Final Distribution Date shall be in lieu of the
distribution otherwise required to be made on such Distribution Date in respect
of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trust Administrator shall on such date cause
all funds, if any, in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer (if
it exercised its right to purchase the assets of the Trust Estate) or the Trust
Administrator (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within three months
after the second notice all the Certificates shall not have been surrendered for
cancellation, the Trust Administrator may take appropriate steps, or may appoint
an agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds on deposit in such escrow account.
Section 9.02 Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trust Administrator has received an Opinion of Counsel to the effect
that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the REMIC as of the date of such notice (or, if earlier, the
date on which the first such notice is mailed to Certificateholders). The
Master Servicer shall also specify such date in a statement attached to the
final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and shall
distribute such cash within 90 days of such adoption in the manner
specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment.
(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, without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions herein or therein,
(iii) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of the Trust Estate as a REMIC
at all times that any Certificates are outstanding or to avoid or minimize the
risk of the imposition of any federal tax on the Trust Estate or the REMIC
pursuant to the Code that would be a claim against the Trust Estate, provided
that (a) the Trustee and the Trust Administrator have received an Opinion of
Counsel to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and (b) such action shall not, as evidenced by such Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Certificate Account
provided that (a) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the then-current rating of the
Certificates as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Trust Estate or the REMIC or any of the Certificateholders will be subject to a
tax caused by a transfer to a non-permitted transferee and (vi) to make any
other provisions with respect to matters or questions arising under this
Agreement or such Custodial Agreement which shall not be materially inconsistent
with the provisions of this Agreement, provided that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer, the Trust Administrator and the Trustee
with the consent of the Holders of Certificates evidencing in the aggregate not
less than 66-2/3% of the aggregate Voting Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; PROVIDED, HOWEVER, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause (i)
hereof without the consent of Holders of Certificates of such Class evidencing,
as to such Class, Voting Interests aggregating not less than 66-2/3% or (iii)
reduce the aforesaid percentage of Certificates of any Class the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, neither the
Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject the REMIC to tax or cause the Trust
Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trust Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
(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 or the Trustee; PROVIDED,
HOWEVER, (i) that such amendment does not conflict with any provisions of the
related Servicing Agreement, (ii) that the related Servicing Agreement provides
for the remittance of each type of Unscheduled Principal Receipts received by
such Servicer during the Applicable Unscheduled Principal Receipt Period (as so
amended) related to each Distribution Date to the Master Servicer no later than
the 24th day of the month in which such Distribution Date occurs and (iii) that
such amendment is for the purpose of:
(i) changing the Applicable Unscheduled Principal Receipt Period for
Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period with respect to
all Unscheduled Principal Receipts; or
(ii) changing the Applicable Unscheduled Principal Receipt Period for
all Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period
with respect to Full Unscheduled Principal Receipts and to a Prior Month
Receipt Period with respect to Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b)
shall be promptly forwarded to the Trust Administrator.
Section 10.02 Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trust Administrator, but
only upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right to vote or
in any manner otherwise control the operation and management of the Trust
Estate, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trust Administrator a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
evidencing not less than 25% of the Voting Interest represented by all
Certificates shall have made written request upon the Trust Administrator to
institute such action, suit or proceeding in its own name as Trust Administrator
hereunder and shall have offered to the Trust Administrator such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trust Administrator, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trust Administrator, that no one or more
Holders of Certificates shall have any right in any manner whatever by virtue or
by availing of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Agreement, except in the manner herein provided and
for the benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section, each and every Certificateholder and the Trust
Administrator shall be entitled to such relief as can be given either at law or
in equity.
Section 10.04 Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State
of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05 Notices.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Seller, (ii) in the case of the
Master Servicer, to Norwest Bank Minnesota, National Association, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Vice President or such other
address as may hereafter be furnished to the Seller and the Trustee in writing
by the Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust
Office and (iv) in the case of the Trust Administrator, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee or the Trust Administrator, in
each case Attention: Corporate Trust Department. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice, PROVIDED, HOWEVER, that any demand, notice
or communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, the Trust Administrator, such Servicer or a
Certificateholder.
Section 10.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.07 Special Notices to Rating Agencies .
(a) The Trust Administrator shall give prompt notice to each Rating Agency
of the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section 6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer pursuant
to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency of
the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust administrator
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08 Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09 Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 6.500% per annum.
Section 11.02 Cut-Off Date.
The Cut-Off Date for the Certificates is March 1, 1999.
Section 11.03 Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $500,006,937.59.
Section 11.04 Original Class A Percentage.
The Original Class A Percentage is 96.09429558%.
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 $ 67,138,984.00
Class A-2 $ 2,000,000.00
Class A-3 $ 47,992,726.00
Class A-4 $ 25,000,000.00
Class A-5 $ 1,781,647.00
Class A-6 $ 11,975,000.00
Class A-7 $ 25,000,000.00
Class A-8 $ 48,885,369.00
Class A-9 $225,500,000.00
Class A-10 $ 1,715,299.00
Class A-11 $ 4,642,000.00
Class A-12 $ 3,520,000.00
Class A-13 $ 9,136,875.00
Class A-14 $ 5,000,000.00
Class A-15 $ 500,000.00
Class A-PO $ 718,195.09
Class A-R $ 100.00
Section 11.06 Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $479,788,000.
Section 11.07 Original Subordinated Percentage.
The Original Subordinated Percentage is 3.90570442%.
Section 11.08 Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.40199436%.
Section 11.09 Original Class B-2 Percentage.
The Original Class B-2 Percentage is 1.35192313%.
Section 11.10 Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.45064104%.
Section 11.11 Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.30042736%.
Section 11.12 Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.20028491%.
Section 11.13 Original Class B-6 Percentage.
The Original Class B-6 Percentage is 0.20043362%.
Section 11.14 Original Class B Principal Balance.
The Original Class B Principal Balance is $19,500,742.50.
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 Class B-6 $
1,000,742.50
Section 11.16 Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 2.50371006%.
Section 11.17 Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 1.15178693%.
Section 11.18 Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.70114589%.
Section 11.19 Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.40071852%.
Section 11.20 Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 0.20043361%.
Section 11.21 Closing Date.
The Closing Date is March 30, 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 $50,000,693.76 (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-5, Class A-8, Class A-11, Class A-12, Class A-13, Class A-14, 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-5, Class A-8, Class A-11,
Class A-12, Class A-13 and Class A-14 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 $718,195.09 Denomination.
Section 11.25 Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to such rate as is
set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
Section 11.26 Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan
is 0.017% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By: __________________________________
Name: Alan S. McKenney
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Master Servicer
By: __________________________________
Name: Nancy E. Burgess
Title: Vice President
FIRST UNION NATIONAL BANK
as Trust Administrator
By: __________________________________
Name:
Title:
Attest:
By: ____________________________
Name: ____________________________
Title: ____________________________
UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee
By: __________________________________
Name:
Title:
<PAGE>
STATE OF MARYLAND )
) ss.:
COUNTY OF FREDERICK )
On this 30th day of March, 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 30th day of March, 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 30th day of March, 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 30th day of March, 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 1999-8
Applicable Unscheduled Principal Receipt Period
FULL UNSCHEDULED PARTIAL UNSCHEDULED
SERVICER PRINCIPAL RECEIPTS PRINCIPAL RECEIPTS
-------- ------------------ -------------------
Norwest Mortgage, Inc. Prior Month Prior Month
(Exhibit F-1)
Norwest Mortgage, Inc. Mid Month Mid Month
(Exhibit F-2)
HomeSide Lending Prior Month Prior Month
Hibernia National Bank Mid Month Prior Month
FT Mortgage Companies Mid Month Prior Month
SunTrust Mortgage, Inc. Prior Month Prior Month
First Union Mortgage Corporation Mid Month Prior Month
Bank of Oklahoma, N.A. Mid Month Prior Month
Merrill Lynch Credit Corporation Mid Month Prior Month
NOVUS Financial Corporation Prior Month Prior Month
Bank United Mid Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
The Huntington Mortgage Company Mid Month Prior Month
National City Mortgage Company Mid Month Prior Month
Cascade Savings Bank Mid Month Prior Month
Plymouth Savings Bank Mid Month Prior Month
North American Mortgage Company Mid Month Prior Month
Star Bank Mid Month Prior Month
Farmers State Bank & Trust Company Mid Month Prior Month
of Superior
<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 1999-8 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 1999-8 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-3 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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-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 1999-8 CLASS A-4
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include loans
secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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]
[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 1999-8 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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 March 30, 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 pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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-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 1999-8 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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-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 March 30, 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8 CLASS A-7
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include loans
secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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-7 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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-7 Certificates required to be distributed to
Holders of the Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8 CLASS A-8
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include loans
secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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-8 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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-8 Certificates required to be distributed to
Holders of the Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-8 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-8 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8 CLASS A-9
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include loans
secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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-9 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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-9 Certificates required to be distributed to
Holders of the Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8 CLASS A-10
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include loans
secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-10 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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-10 Certificates required to be distributed
to Holders of the Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. 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-10 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 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-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8 CLASS A-11
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include loans
secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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-11 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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-11 Certificates required to be distributed
to Holders of the Class A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-11 Certificates applicable to each Distribution Date will be 7.000% 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-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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-12
[FORM OF FACE OF CLASS A-12 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 1999-8 CLASS A-12
evidencing an interest in a pool of
fixed interest rate, conventional,
monthly pay, fully amortizing, first
lien, one- to four-family residential
mortgage loans, which may include loans
secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-12 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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-12 Certificates required to be distributed
to Holders of the Class A-12 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-12 Certificates applicable to each Distribution Date will be 7.000% 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-12 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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-13
[FORM OF FACE OF CLASS A-13 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 1999-8 CLASS A-13
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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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-13 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 March 30, 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-13 Certificates required to be distributed
to Holders of the Class A-13 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-13 Certificates applicable to each Distribution Date will be 7.000% 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-13 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-14
[FORM OF FACE OF CLASS A-14 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 1999-8 CLASS A-14
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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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-14 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 March 30, 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-14 Certificates on such Distribution
Date as specified in the Agreement. Distributions of principal will be made to
the Holders of the Class A-14 Certificates as described below and in the
Agreement. Prior to the Distribution Date, if any, following the reduction of
the Principal Balance of the Class A-14 Certificates as a result of the
allocation of any Realized Losses (including Excess Losses), 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-14 Certificates applicable to each Distribution Date will be 7.000% 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-14 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-15
[FORM OF FACE OF CLASS A-15 CERTIFICATE]
AFTER THE CROSS-OVER DATE, THE PRINCIPAL PORTION OF REALIZED LOSSES, OTHER THAN
EXCESS LOSSES, ALLOCATED TO THE CLASS A CERTIFICATES (OTHER THAN THE CLASS A-15
AND CLASS A-PO CERTIFICATES) WILL BE BORNE BY THE CLASS A-15 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."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8 CLASS A-15
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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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-15 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 March 30, 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-15 Certificates required to be distributed
to Holders of the Class A-15 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-15 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-15 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 A-15 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 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.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 25, 2029
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-PO Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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 constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY
ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE
POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT
TO THE TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER
THINGS, IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE
SECTION 860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR A DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED
TO HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH
IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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 March 30, 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trust Administrator
for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING
EITHER (A) THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING
THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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 March 30, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates as specified in the Agreement, any Class B-1
Distribution Amount required to be distributed to Holders of the Class B-1
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 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."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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 March 30, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-2 Distribution Amount required to be distributed to Holders of the Class B-2
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-2
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING
EITHER (A) THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING
THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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 March 30, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-3 Distribution Amount required to be distributed to Holders of the Class B-3
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-3
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING
EITHER (A) THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING
THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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 March 30, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-4 Distribution Amount required to be distributed to Holders of the Class B-4
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-4
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING
EITHER (A) THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING
THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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 March 30, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-5 Distribution Amount required to be distributed to Holders of the Class B-5
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-5
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING
EITHER (A) THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING
THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-8, 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: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by Denomination: $
this Certificate: %
Final Scheduled Maturity Date:
April 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 March 30, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-6 Distribution Amount required to be distributed to Holders of the Class B-6
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-6
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By _______________________________
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Reverse of Series 1999-8 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-8
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 March 30, 1999 relating to the issuance of
Mortgage Pass-Through Certificates, Series 1999-8 (as in effect on the date of
this Agreement, the "Original Pooling and Servicing Agreement", and as amended
and supplemented from time to time, the "Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trust Administrator, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.01 CUSTODIAN TO ACT AS AGENT; ACCEPTANCE OF CUSTODIAL FILES.
The Custodian, as the duly appointed agent of the Trust Administrator for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.02 RECORDATION OF ASSIGNMENTS. If any Custodial File includes
one or more assignments to the Trust Administrator of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.03 REVIEW OF CUSTODIAL FILES. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.04 NOTIFICATION OF BREACHES OF REPRESENTATIONS AND WARRANTIES.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Seller or the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.05 CUSTODIAN TO COOPERATE; RELEASE OF CUSTODIAL FILES. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 3.02 of
the Pooling and Servicing Agreement have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Custodial File. The
Custodian agrees, upon receipt of such certification and request, promptly to
release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such certificate, the Master Servicer shall deliver to the Custodian a receipt
signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt
of the foregoing, the Custodian shall deliver the Custodial File or such
document to the Master Servicer. The Master Servicer shall cause each Custodial
File or any document therein so released to be returned to the Custodian when
the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account to the extent
required by the Pooling and Servicing Agreement or (ii) the Custodial File or
such document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Custodial File or such document were
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.06 ASSUMPTION AGREEMENTS. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.01 CUSTODIAN A BAILEE AND AGENT OF THE TRUST ADMINISTRATOR.
With respect to each Mortgage Note, Mortgage and other documents constituting
each Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trust Administrator, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Seller or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.02 INDEMNIFICATION. The Seller hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.03 CUSTODIAN MAY OWN CERTIFICATES. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.04 MASTER SERVICER TO PAY CUSTODIAN'S FEES AND EXPENSES. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.05 CUSTODIAN MAY RESIGN; TRUST ADMINISTRATOR MAY REMOVE
CUSTODIAN. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In such
event, the Trust Administrator shall appoint, or petition a court of competent
jurisdiction to appoint, a successor Custodian hereunder. Any successor
Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trust
Administrator shall give prompt notice to the Seller and the Master Servicer of
the appointment of any successor Custodian. No successor Custodian shall have
been appointed and accepted appointment by the Trust Administrator without the
prior approval of the Seller and the Master Servicer.
Section 3.06 MERGER OR CONSOLIDATION OF CUSTODIAN. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.07 REPRESENTATIONS OF THE CUSTODIAN. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.01 NOTICES. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.02 AMENDMENTS. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trust Administrator shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trust Administrator shall
give prompt notice to the Custodian of any amendment or supplement to the
Pooling and Servicing Agreement and furnish the Custodian with written copies
thereof.
SECTION 4.03 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.04 RECORDATION OF AGREEMENT. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the 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 4.05 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street
Charlotte, North Carolina, 28288 By: ________________________________
Name: ________________________________
Title: ________________________________
Address: NORWEST ASSET SECURITIES CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By: ________________________________
Name: ________________________________
Title: ________________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703
By: ________________________________
Name: ________________________________
Title: ________________________________
Address: [CUSTODIAN]
By: ________________________________
Name: ________________________________
Title: ________________________________
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for
the State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
______________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for
the State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
______________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for
the State of ____________, personally appeared __________ _________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
______________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and for
the State of __________, personally appeared __________ __________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
______________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1999-08 Exhibit F-1
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>
73516797 PARK RIDGE IL 60068 SFD 6.875 6.500 $2,890.49 360 1-Dec-28 $438,884.67
74509687 NAPERVILLE IL 60564 SFD 7.250 6.500 $2,051.30 360 1-Dec-28 $299,992.03
$738,876.70
</TABLE>
<TABLE>
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- ------ --------- ---------- -------- ----------- ----------- -----------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ------ --------- ---------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
7351679 76.52 0.250 0.017 0.108
7450968 79.16 0.250 0.017 0.483
COUNT: 2
WAC: 7.027254106
WAM: 357
WALTV: 77.5918689
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
in Frederick, Maryland]
NASCOR
NMI / 1999-08 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>
4705487 STATEN ISLAND NY 10304 MF2 7.250 6.500 $1,091.49 360 1-Aug-28 $159,110.23
4742693 EAST BRUNSWICK NJ 08816 SFD 6.750 6.483 $1,880.94 360 1-Feb-29 $289,750.31
4806150 BEL AIR MD 21013 SFD 7.250 6.500 $2,172.05 360 1-Feb-29 $318,149.17
4811191 FREMONT CA 94536 SFD 7.750 6.500 $1,017.31 360 1-Aug-28 $141,284.67
4811212 FREMONT CA 94536 SFD 7.750 6.500 $1,038.80 360 1-Aug-28 $144,269.58
4826965 HALF MOON BAY CA 94019 SFD 7.875 6.500 $2,799.14 360 1-Sep-28 $384,429.49
4828203 READINGTON NJ 08870 SFD 6.625 6.358 $1,632.80 360 1-Feb-29 $254,775.01
4863026 SEATTLE WA 98119 SFD 7.250 6.500 $1,795.15 360 1-Oct-28 $262,111.09
4863294 CHULA VISTA CA 91902 SFD 7.375 6.500 $1,312.28 360 1-Sep-28 $189,119.14
4864770 HAMMONDSPORT NY 14840 SFD 7.250 6.500 $1,702.72 360 1-Feb-29 $249,405.28
4867159 BEDMINSTER NJ 07921 SFD 6.875 6.500 $1,970.79 360 1-Mar-29 $300,000.00
4869274 MANHASSET HILLS NY 11040 SFD 6.750 6.483 $1,974.99 360 1-Feb-29 $304,237.82
4871144 MORROW OH 45152 SFD 7.125 6.500 $4,311.80 360 1-Nov-28 $637,934.50
4872056 WELLESLEY MA 02481 SFD 7.250 6.500 $2,987.93 360 1-Jan-29 $437,314.58
4879169 WAHPETON IA 51351 LCO 6.875 6.500 $656.93 360 1-Dec-28 $99,746.52
4879533 POQUOSON VA 23662 SFD 7.250 6.500 $2,793.51 360 1-Oct-28 $407,883.34
4882399 WALNUT CREEK CA 94595 LCO 7.400 6.500 $2,215.62 360 1-Sep-28 $317,075.20
4882921 CINCINNATI OH 45224 SFD 7.125 6.500 $2,924.62 360 1-Dec-28 $433,052.35
4883025 INDIANAPOLIS IN 46240 SFD 7.375 6.500 $2,386.29 360 1-Dec-28 $344,203.16
4884309 HEALDSBURG CA 95448 SFD 7.350 6.500 $1,973.22 360 1-Sep-28 $285,065.59
4884445 WESTLAKE VILLAGE CA 91361 SFD 7.150 6.500 $3,377.04 360 1-Sep-28 $363,904.74
4885873 PIEDMONT CA 94611 SFD 7.400 6.500 $2,642.13 360 1-Sep-28 $379,839.48
4885995 CHULA VISTA CA 91910 SFD 7.375 6.500 $2,044.40 360 1-Feb-29 $295,774.77
4889844 EVERETT WA 98203 SFD 7.750 6.500 $2,382.07 360 1-Oct-28 $331,311.37
4890131 HICKORY NC 28602 SFD 6.750 6.483 $1,686.36 360 1-Feb-29 $259,776.14
4890859 PALO ALTO CA 94301 SFD 7.125 6.500 $2,560.14 360 1-Feb-29 $379,696.11
4890897 SAN JOSE CA 95130 SFD 7.000 6.500 $1,763.06 360 1-Feb-29 $264,782.77
4894621 NORTH CALDWELL NJ 07006 SFD 6.875 6.500 $2,167.87 360 1-Feb-29 $329,722.76
4896525 SUNNYVALE CA 94087 SFD 7.250 6.500 $1,869.17 360 1-Feb-29 $273,786.25
4899129 MIAMI BEACH FL 33109 HCO 7.500 6.500 $3,132.49 360 1-Feb-29 $447,667.51
4899802 LOS ANGELES CA 91367 SFD 7.750 6.500 $2,364.17 360 1-Feb-29 $329,767.08
4900324 SAN JOSE CA 95128 SFD 6.750 6.483 $1,803.11 360 1-Feb-29 $277,760.64
4902505 MILLBRAE CA 94030 SFD 7.375 6.500 $2,548.60 360 1-Feb-29 $368,719.21
4902559 MAHWAH NJ 07430 SFD 7.375 6.500 $2,831.77 360 1-Jan-29 $409,374.13
4903001 SANTA BARBARA CA 93105 SFD 7.625 6.500 $2,901.96 360 1-Dec-28 $409,104.08
4903034 FLUSHING NY 11366 SFD 7.125 6.500 $1,623.67 360 1-Feb-29 $240,807.27
4904541 CINCINNATI OH 45249 SFD 7.000 6.500 $4,324.47 360 1-Nov-28 $647,850.06
4904544 BURLINGTON KY 41005 SFD 6.875 6.500 $3,146.69 360 1-Dec-28 $477,785.83
4905214 SAN MATEO CA 94402 SFD 7.000 6.500 $3,073.70 360 1-Feb-29 $461,621.30
4905921 DUVALL WA 98019 SFD 6.875 6.500 $1,799.98 360 1-Feb-29 $273,769.81
4906556 GLENDALE CA 91208 SFD 7.375 6.500 $2,072.03 360 1-Feb-29 $299,771.72
4906710 CUPERTINO CA 95014 SFD 7.000 6.500 $2,135.63 360 1-Feb-29 $317,456.27
4907899 HOLBROOK NY 11741 SFD 6.875 6.500 $998.16 240 1-Jan-19 $129,291.24
4908636 CAMPBELL CA 95008 SFD 7.000 6.500 $1,862.85 360 1-Feb-29 $279,770.48
4909054 FERNANDINA BEACH FL 32034 SFD 7.250 6.500 $3,103.90 360 1-Jan-29 $454,287.96
4910984 ANCHORAGE AK 99516 SFD 6.875 6.500 $3,399.61 360 1-Nov-28 $514,781.93
4911806 FORESTVILLE CA 95436 SFD 7.375 6.500 $1,989.14 360 1-Oct-28 $286,688.25
4912623 TAVERNIER FL 33070 SFD 7.125 6.500 $2,593.82 360 1-Feb-29 $384,692.12
4913297 NORTHPORT NY 11768 SFD 7.250 6.500 $3,069.80 360 1-Mar-29 $450,000.00
4913555 EAST WILLISTON NY 11596 SFD 7.125 6.500 $3,018.26 360 1-Mar-29 $448,000.00
4914282 LOS ANGELES CA 90049 SFD 7.500 6.500 $2,978.65 360 1-Feb-29 $425,683.85
4914745 SANTA MONICA CA 90405 LCO 7.125 6.500 $1,859.47 360 1-Nov-28 $275,109.23
4915095 RIDGEFIELD CT 06877 SFD 7.125 6.500 $1,744.94 360 1-Feb-29 $258,792.87
4917247 EAST QUOGUE NY 11942 SFD 7.750 6.500 $1,780.28 360 1-Feb-29 $248,324.62
4917277 SAN CARLOS CA 94070 SFD 7.250 6.500 $2,981.12 360 1-Feb-29 $436,659.09
4917806 TORRANCE CA 90503 SFD 7.250 6.500 $1,852.11 360 1-Nov-28 $270,645.10
4918621 OKLAHOMA CITY OK 73103 SFD 7.250 6.500 $2,371.13 240 1-Jan-19 $298,879.37
4918815 HILLSBOROUGH CA 94010 SFD 7.000 6.500 $3,033.78 360 1-Feb-29 $455,626.22
4920043 CHESTER NJ 07930 SFD 7.250 6.500 $3,003.63 360 1-Mar-29 $440,300.00
4920184 LOS ALTOS CA 94022 SFD 6.875 6.500 $3,651.22 360 1-Feb-29 $555,333.05
4920221 FREMONT CA 94539 PUD 7.250 6.500 $1,903.27 360 1-Nov-28 $278,121.51
4920278 SAN JOSE CA 95127 SFD 7.250 6.500 $886.83 360 1-Nov-28 $129,530.32
4921055 OYSTER BAY NY 11771 SFD 7.250 6.500 $2,762.82 360 1-Feb-29 $404,684.06
4921903 BELMONT SHORE CA 90803 PUD 6.750 6.483 $1,681.17 360 1-Nov-28 $258,299.75
4923047 SAN FRANCISCO CA 94115 SFD 7.000 6.500 $2,102.36 360 1-Feb-29 $315,740.97
4923432 SAN RAMON CA 94583 SFD 7.250 6.500 $2,155.68 360 1-Nov-28 $315,004.98
4924648 ST. AUGUSTINE FL 32084 SFD 7.250 6.500 $4,093.06 360 1-Jan-29 $599,061.05
4925176 MONTVILLE NJ 07058 SFD 7.250 6.500 $3,351.19 360 1-Jan-29 $490,481.23
4926749 LA MIRADA CA 90638 SFD 7.125 6.500 $1,788.05 360 1-Mar-29 $265,400.00
4926839 REDWOOD CITY CA 94065 SFD 6.875 6.500 $3,120.42 360 1-Feb-29 $474,600.93
4927671 FAYETTEVILLE AR 72701 SFD 6.625 6.358 $3,841.87 360 1-Jan-29 $598,938.34
4927852 GAITHERSBURG MD 20878 SFD 6.750 6.483 $1,718.79 360 1-Feb-29 $264,771.84
4928113 HOLMDEL NJ 07733 SFD 7.000 6.500 $1,713.82 360 1-Feb-29 $257,388.85
4929321 LUTHERVILLE MD 21093 SFD 7.375 6.500 $2,120.38 360 1-Feb-29 $306,766.39
4929488 CARMEL IN 46033 SFD 7.500 6.500 $1,837.46 357 1-Oct-28 $261,801.34
4930236 PURCELLVILLE VA 20132 SFD 7.625 6.500 $1,946.43 360 1-Feb-29 $274,800.97
4930243 CANOGA PARK CA 91304 SFD 7.375 6.500 $1,243.22 360 1-Feb-29 $179,863.03
4930387 LA CONNER WA 98257 SFD 6.875 6.500 $1,944.51 360 1-Feb-29 $295,751.32
4930614 YORKTOWN VA 23692 SFD 7.000 6.500 $1,703.17 360 1-Jan-29 $255,579.11
4931037 HASTINGS MN 55033 SFD 7.000 6.500 $2,128.97 360 1-Feb-29 $319,737.70
4931441 LOS ANGELES CA 90024 SFD 7.000 6.500 $1,663.26 360 1-Feb-29 $249,795.07
4931753 WAYNE NJ 07470 SFD 7.500 6.500 $1,817.96 360 1-Jan-29 $259,612.87
4931943 PLAINVIEW NY 11803 SFD 7.375 6.500 $1,795.76 360 1-Feb-29 $259,802.16
4932250 ARLINGTON VA 22207 SFD 6.625 6.358 $1,781.35 360 1-Feb-29 $277,954.55
4932256 WEST NEWBURY MA 01985 SFD 6.750 6.483 $2,367.39 360 1-Jan-29 $364,369.70
4932415 LAGUNA NIGUEL CA 92677 PUD 7.250 6.500 $2,507.00 360 1-Feb-29 $367,213.31
4933430 LAGUNA BEACH CA 92651 SFD 7.250 6.500 $2,831.04 360 1-Feb-29 $414,676.25
4933563 CHULA VISTA CA 91910 SFD 7.500 6.500 $2,123.87 360 1-Jan-29 $302,790.03
4933602 GLEN COVE NY 11542 SFD 7.250 6.500 $2,019.25 360 1-Mar-29 $296,000.00
4933720 FREMONT CA 94555 SFD 8.125 6.500 $2,487.37 360 1-Jan-29 $334,560.24
4934785 SAN MATEO CA 94402 SFD 7.375 6.500 $1,795.76 360 1-Jan-29 $259,603.10
4935272 TAMPA FL 33618 SFD 7.125 6.500 $1,832.52 360 1-Feb-29 $271,782.48
4935518 MENLO PARK CA 94025 SFD 7.125 6.500 $3,570.71 360 1-Feb-29 $529,576.17
4935619 PETALUMA CA 94954 SFD 7.000 6.500 $2,075.75 360 1-Feb-29 $311,744.25
4935772 LOS ALTOS CA 94024 SFD 6.875 6.500 $3,153.26 360 1-Feb-29 $479,596.74
4935892 DOWNERS GROVE IL 60515 SFD 7.375 6.500 $1,968.42 360 1-Oct-28 $283,902.30
4935922 STATEN ISLAND NY 10306 SFD 7.375 6.500 $1,673.17 360 1-Nov-28 $240,156.08
4935954 GLENCOE IL 60022 SFD 7.000 6.500 $3,778.92 360 1-Feb-29 $567,534.41
4936094 LAWRENCEVILLE NJ 08648 SFD 6.750 6.483 $2,192.26 360 1-Jan-29 $337,416.34
4936732 WEST REDDING CT 06896 SFD 6.750 6.483 $1,686.36 360 1-Feb-29 $259,776.14
4936751 UPPER MAKEFIELD TOWNSHIP PA 18938 SFD 6.500 6.233 $2,528.27 360 1-Feb-29 $399,638.40
4936886 RIDGEFIELD CT 06877 SFD 6.875 6.500 $2,956.18 360 1-Feb-29 $449,621.95
4936932 REDDING CT 06896 SFD 7.000 6.500 $2,661.21 360 1-Jan-29 $399,342.33
4936949 CENTREVILLE VA 20121 SFD 6.625 6.358 $1,628.95 360 1-Jan-29 $253,949.86
4937001 SAN FRANCISCO CA 94127 SFD 7.250 6.500 $2,155.68 360 1-Nov-28 $315,004.98
4937036 SAN DIEGO CA 92131 SFD 7.375 6.500 $2,735.07 360 1-Feb-29 $395,698.68
4937103 CARLSBAD CA 92009 LCO 7.000 6.500 $1,763.06 360 1-Dec-28 $264,344.51
4937117 MINNETONKA MN 55305 SFD 7.000 6.500 $3,226.72 360 1-Feb-29 $484,602.45
4937130 SCOTTSDALE AZ 85254 SFD 7.250 6.500 $2,412.18 360 1-Nov-28 $352,486.57
4937201 LAS VEGAS NV 89117 SFD 7.750 6.500 $716.42 360 1-Feb-29 $99,929.41
4937205 INCLINE VILLAGE NV 89451 SFD 7.250 6.500 $1,841.88 360 1-Feb-29 $269,789.37
4937810 METAIRIE LA 70005 SFD 7.000 6.500 $4,291.21 360 1-Oct-28 $642,325.42
4937878 HOFFMAN ESTATES IL 60192 SFD 7.375 6.500 $2,062.36 360 1-Jan-29 $298,144.17
4937901 WESTON FL 33332 SFD 7.375 6.500 $1,816.48 360 1-Mar-29 $263,000.00
4937904 PARK CITY UT 84060 SFD 7.250 6.500 $3,724.69 360 1-Oct-28 $543,844.41
4937914 MISSION VIEJO CA 92691 SFD 7.375 6.500 $1,802.67 360 1-Jan-29 $260,601.57
4937955 HIGH POINT NC 27265 SFD 7.250 6.500 $2,670.73 360 1-Nov-28 $390,267.21
4938096 ASHBURN VA 20147 SFD 7.250 6.500 $1,807.77 360 1-Nov-28 $264,165.56
4938120 SAN JOSE CA 95138 SFD 7.125 6.500 $3,802.14 360 1-Feb-29 $563,898.69
4938232 REHOBOTH BEACH DE 19971 SFD 7.500 6.500 $3,915.61 360 1-Feb-29 $559,584.39
4938268 REDONDO BEACH CA 90278 SFD 6.875 6.500 $1,891.95 360 1-Nov-28 $287,023.86
4938271 LOS ANGELES CA 90035 SFD 7.000 6.500 $3,137.90 360 1-Jan-29 $470,874.53
4938417 RANCHO SANTA FE CA 92067 SFD 6.875 6.500 $3,678.81 360 1-Feb-29 $559,529.52
4938549 GREAT NECK NY 11023 SFD 7.125 6.500 $2,358.01 360 1-Feb-29 $349,720.12
4938564 RIDGEWOOD NJ 07450 SFD 7.250 6.500 $3,065.71 360 1-Mar-29 $449,400.00
4938729 MYRTLE BEACH SC 29572 SFD 7.125 6.500 $2,702.29 360 1-Feb-29 $400,779.24
4938795 AUSTIN TX 78746 SFD 7.375 6.500 $3,038.97 360 1-Jan-29 $439,328.33
4938823 BLACK BUTTE RANCH OR 97759 SFD 7.250 6.500 $3,942.98 360 1-Jan-29 $577,095.48
4939052 BROOKLYN PARK MN 55445 SFD 7.250 6.500 $1,951.71 360 1-Mar-29 $286,100.00
4939779 PORTOLA VALLEY CA 94028 SFD 7.125 6.500 $4,951.84 360 1-Feb-29 $734,412.22
4939819 LITTLETON CO 80128 SFD 6.875 6.500 $1,895.90 360 1-Feb-29 $288,357.54
4940175 PINEHURST NC 28374 SFD 7.250 6.500 $2,107.93 360 1-Feb-29 $308,758.95
4940375 SALINAS CA 93908 SFD 6.875 6.500 $854.01 360 1-Dec-28 $129,670.48
4940379 ROGERS AR 72756 SFD 6.875 6.500 $2,095.61 360 1-Jan-29 $318,462.46
4940430 CAVE CREEK AZ 85331 SFD 7.250 6.500 $3,138.02 360 1-Jan-29 $459,280.13
4940485 ANAHEIM CA 92807 SFD 7.500 6.500 $1,845.93 360 1-Dec-28 $263,408.53
4940617 TRABUCO CANYON CA 92679 SFD 6.750 6.483 $1,805.37 360 1-Dec-28 $277,525.87
4940641 ERDA UT 84074 SFD 7.000 6.500 $1,664.59 360 1-Dec-28 $249,581.14
4940805 EVERETT WA 98201 SFD 7.250 6.500 $1,954.44 360 1-Jan-29 $286,051.65
4941023 SAN FRANCISCO CA 94111 LCO 7.500 6.500 $3,188.42 360 1-Feb-29 $455,661.58
4941066 PORTOLA VALLEY CA 94028 SFD 6.875 6.500 $2,217.14 360 1-Feb-29 $337,216.45
4941384 WINDERMERE FL 34786 SFD 7.000 6.500 $3,858.76 360 1-Jan-29 $579,046.37
4941473 ESCONDIDO CA 92029 SFD 7.125 6.500 $2,021.16 360 1-Dec-28 $299,275.99
4941482 SAN JOSE CA 95120 SFD 7.125 6.500 $1,677.56 360 1-Feb-29 $248,800.88
4941818 HILMAR CA 95324 SFD 7.125 6.500 $1,971.30 360 1-Feb-29 $292,366.01
4941843 HIGHLANDS RANCH CO 80126 SFD 7.000 6.500 $1,748.75 360 1-Feb-29 $262,634.54
4941981 STERLING VA 20165 SFD 6.750 6.483 $1,971.74 360 1-Feb-29 $303,738.26
4942008 MANASSAS VA 20112 SFD 7.000 6.500 $1,663.26 360 1-Feb-29 $249,795.07
4942372 MOORESVILLE NC 28117 SFD 6.875 6.500 $2,001.67 360 1-Feb-29 $304,444.01
4942417 RED HOOK NY 12571 SFD 7.375 6.500 $3,294.52 360 1-Feb-29 $476,637.04
4942559 CHAPPAQUA NY 10514 SFD 6.500 6.233 $1,738.19 360 1-Feb-29 $274,751.39
4942614 LITTLETON CO 80127 SFD 7.000 6.500 $2,162.23 360 1-Jan-29 $324,465.64
4942622 CASTLE ROCK CO 80104 SFD 7.125 6.500 $1,932.72 360 1-Jan-29 $286,413.81
4942639 MONTCLAIR NJ 07042 SFD 7.375 6.500 $1,747.41 360 1-Feb-29 $252,807.49
4943195 MANHASSET NY 11030 SFD 7.500 6.500 $2,202.53 360 1-Feb-29 $314,766.22
4943206 CARMEL CA 93921 SFD 7.000 6.500 $2,341.87 360 1-Feb-29 $351,711.46
4943405 GAITHERSBURG MD 20878 SFD 7.375 6.500 $1,975.33 360 1-Jan-29 $285,563.41
4943477 FREMONT CA 94536 SFD 7.375 6.500 $1,942.53 360 1-Feb-29 $281,035.99
4943537 LAPORTE IN 46350 SFD 7.250 6.500 $2,571.80 360 1-Feb-29 $376,705.91
4943556 SAN RAFAEL CA 94903 SFD 7.250 6.500 $1,756.61 360 1-Feb-29 $257,299.12
4943654 MORRISTOWN NJ 07960 SFD 7.000 6.500 $2,727.75 360 1-Feb-29 $409,663.92
4943706 LAKE OSWEGO OR 97035 SFD 6.875 6.500 $2,069.33 360 1-Feb-29 $314,735.36
4943730 MONTEREY CA 93940 SFD 7.000 6.500 $1,882.81 360 1-Feb-29 $282,768.02
4943788 SAN JOSE CA 95148 SFD 7.250 6.500 $1,654.28 360 1-Feb-29 $242,310.82
4943789 LARCHMONT NY 10538 SFD 7.000 6.500 $3,220.07 360 1-Feb-29 $483,603.26
4943798 CAMPBELL CA 95008 SFD 6.875 6.500 $2,923.33 360 1-Feb-29 $444,626.15
4943823 FREMONT CA 94536 SFD 7.125 6.500 $2,782.46 360 1-Feb-29 $412,669.73
4943924 SAN JUAN CAPISTRANO CA 92675 SFD 7.500 6.500 $3,635.92 360 1-Feb-29 $519,614.08
4943988 DIX HILLS NY 11746 SFD 7.250 6.500 $2,046.53 360 1-Mar-29 $300,000.00
4944032 LIVERMORE CA 94550 SFD 7.500 6.500 $2,684.99 360 1-Feb-29 $383,715.01
4944053 MONSEY NY 10952 SFD 7.125 6.500 $1,953.79 360 1-Mar-29 $290,000.00
4944140 UNION CITY CA 94587 PUD 7.125 6.500 $2,135.69 360 1-Feb-29 $316,746.50
4944178 HUNTINGTON BEACH CA 92647 SFD 7.375 6.500 $1,018.75 360 1-Dec-28 $147,161.22
4944179 MUSCLE SHOALS AL 35661 SFD 6.875 6.500 $1,697.50 360 1-Feb-29 $258,182.92
4944368 ANAHEIM CA 92807 SFD 7.500 6.500 $1,699.09 360 1-Dec-28 $242,455.59
4944432 PACIFIC PALISADES CA 90272 SFD 7.125 6.500 $3,382.07 360 1-Feb-29 $501,598.56
4944924 HUNTINGTON BEACH CA 92648 SFD 7.500 6.500 $4,055.45 360 1-Feb-29 $579,569.55
4945038 SCOTTSDALE AZ 85258 SFD 7.375 6.500 $2,134.19 360 1-Jan-29 $308,528.30
4945148 SAN BRUNO CA 94066 SFD 7.500 6.500 $2,132.61 360 1-Feb-29 $304,773.64
4945212 FREMONT CA 94539 SFD 7.375 6.500 $2,762.71 360 1-Mar-29 $400,000.00
4945420 ENCINITAS CA 92024 SFD 7.000 6.500 $2,780.97 360 1-Feb-29 $417,657.36
4945478 THOUSAND OAKS CA 91362 SFD 7.375 6.500 $1,450.42 360 1-Feb-29 $209,840.20
4945490 SAN RAFAEL CA 94901 SFD 7.375 6.500 $2,154.91 360 1-Feb-29 $311,762.59
4945784 MONTEBELLO NY 10901 SFD 7.125 6.500 $2,557.72 360 1-Feb-29 $379,338.40
4945883 SOUTH SAN FRANCISCO CA 94080 SFD 7.500 6.500 $1,786.49 360 1-Dec-28 $254,927.60
4945907 IRVINE CA 92620 SFD 7.125 6.500 $1,951.09 360 1-Dec-28 $288,784.08
4946240 ANAHEIM CA 92806 SFD 7.500 6.500 $1,348.09 360 1-Dec-28 $192,368.05
4946289 REDONDO BEACH CA 90278 LCO 7.000 6.500 $1,809.62 360 1-Dec-28 $271,327.24
4946393 ORANGE CA 92867 SFD 7.125 6.500 $1,657.35 360 1-Dec-28 $245,406.32
4946416 REDWOOD VALLEY CA 95470 SFD 7.375 6.500 $1,381.35 360 1-Dec-28 $199,440.03
4946427 GRANITE BAY CA 95746 SFD 7.125 6.500 $1,724.72 360 1-Dec-28 $255,382.18
4946485 HAVERMILL MA 01832 SFD 7.000 6.500 $791.71 360 1-Jan-29 $118,804.35
4946516 CORTE MADERA CA 94925 SFD 7.375 6.500 $2,757.18 360 1-Feb-29 $398,896.24
4946539 EAST BRIDGEWATER MA 02333 SFD 7.375 6.500 $1,683.52 360 1-Dec-28 $242,938.11
4946625 NEW FAIRFIELD CT 06812 SFD 7.250 6.500 $968.69 360 1-Dec-28 $141,665.67
4946657 FOSTER CITY CA 94404 SFD 7.000 6.500 $1,989.25 360 1-Dec-28 $297,736.43
4946673 CERRITOS CA 90703 SFD 6.875 6.500 $2,069.33 360 1-Feb-29 $314,735.36
4946693 BERKELEY CA 94618 SFD 7.250 6.500 $2,919.71 360 1-Dec-28 $426,911.54
4946772 MONROVIA CA 91016 SFD 6.500 6.233 $2,104.79 360 1-Feb-29 $332,698.96
4946987 FAYETTEVILLE AR 72703 SFD 6.875 6.500 $2,562.68 360 1-Jan-29 $389,442.65
4947095 ANGOLA IN 46703 SFD 7.250 6.500 $2,128.39 360 1-Feb-29 $311,556.61
4947139 DIX HILLS NY 11746 SFD 7.375 6.500 $2,569.32 360 1-Nov-28 $370,815.70
4947306 MILPITAS CA 95035 SFD 7.000 6.500 $2,162.24 360 1-Feb-29 $324,733.59
4947341 BLOOMFIELD HILLS MI 48302 SFD 7.125 6.500 $4,281.49 360 1-Feb-29 $634,991.79
4947642 GAINESVILLE FL 32605 SFD 7.500 6.500 $1,793.49 360 1-Jan-29 $255,535.38
4947662 COSTA MESA CA 92626 SFD 6.750 6.483 $1,978.22 360 1-Feb-29 $304,737.41
4947695 SEATTLE WA 98112 SFD 7.125 6.500 $1,953.78 360 1-Feb-29 $289,768.10
4947738 MEMPHIS TN 38120 SFD 7.375 6.500 $5,182.83 360 1-Feb-29 $749,829.00
4947877 SAN MATEO CA 94402 SFD 6.750 6.483 $2,594.40 360 1-Feb-29 $399,655.60
4947968 REDWOOD CITY CA 94063 PUD 7.875 6.500 $3,294.72 360 1-Feb-29 $454,087.28
4947969 CLACKAMAS OR 97015 SFD 7.125 6.500 $1,667.12 360 1-Jan-29 $247,053.05
4947973 THOUSAND OAKS CA 91362 SFD 7.000 6.500 $2,594.68 360 1-Feb-29 $389,275.00
4948072 YORBA LINDA CA 92687 SFD 7.375 6.500 $2,248.15 360 1-Feb-29 $325,252.32
4948081 HUNTINGTON BEACH CA 92648 SFD 7.250 6.500 $2,046.53 360 1-Feb-29 $299,765.97
4948140 SARATOGA CA 95070 SFD 7.125 6.500 $3,570.71 360 1-Jan-29 $529,149.82
4948365 ORINDA CA 94563 SFD 7.125 6.500 $2,880.15 360 1-Feb-29 $427,158.13
4948555 ROCKVILLE MD 20850 PUD 7.250 6.500 $1,680.88 360 1-Jan-29 $246,014.41
4948707 BURLINGAME CA 94010 SFD 7.375 6.500 $4,023.19 360 1-Feb-29 $582,056.76
4948708 SANTA CRUZ CA 95060 SFD 6.875 6.500 $3,100.71 360 1-Feb-29 $471,603.46
4948905 SUGARLOAF SHORES FL 33044 SFD 7.000 6.500 $3,273.29 360 1-Feb-29 $491,596.71
4948991 LIVERMORE CA 94550 SFD 7.375 6.500 $2,127.28 360 1-Feb-29 $307,765.64
4949026 PLACENTIA CA 92870 PUD 6.625 6.358 $1,788.39 360 1-Feb-29 $279,053.58
4949162 GREENWOOD IN 46143 SFD 7.500 6.500 $1,822.71 354 1-Jul-28 $258,922.07
4949247 SANTA MONICA CA 90403 SFD 7.250 6.500 $3,024.09 360 1-Dec-28 $442,256.27
4949260 NORTHRIDGE AREA CA 91326 SFD 7.125 6.500 $1,805.57 360 1-Dec-28 $267,353.22
4949302 BUENA PARK CA 90620 SFD 7.250 6.500 $2,485.86 360 1-Jan-29 $363,829.74
4949470 FOOTHILL RANCH CA 92610 SFD 7.500 6.500 $2,340.98 360 1-Feb-29 $334,551.52
4949495 MERRICK NY 11566 SFD 6.625 6.358 $1,741.65 360 1-Mar-29 $272,000.00
4949496 FORT LAUDERDALE FL 33304 SFD 7.125 6.500 $875.84 360 1-Feb-29 $129,896.04
4949650 POTOMAC MD 20851 SFD 7.375 6.500 $2,733.70 360 1-Feb-29 $395,498.82
4949662 SAN JOSE CA 95125 SFD 7.250 6.500 $2,203.43 360 1-Feb-29 $322,748.03
4949688 PORT WASHINGTON NY 11050 SFD 7.250 6.500 $2,046.53 360 1-Mar-29 $300,000.00
4949777 WANTAGH NY 11793 SFD 7.500 6.500 $1,311.03 360 1-Mar-29 $187,500.00
4949800 ROSWELL GA 30075 SFD 7.250 6.500 $3,003.28 360 1-Feb-29 $439,906.56
4949829 HOLLAND PA 18966 SFD 7.125 6.500 $1,753.69 360 1-Feb-29 $260,091.84
4949859 FOUNTAIN VALLEY CA 92708 SFD 7.375 6.500 $1,902.12 360 1-Feb-29 $275,190.44
4949880 NORTH HOLLYWOOD CA 91602 SFD 7.375 6.500 $3,348.40 360 1-Feb-29 $484,431.10
4949912 PUTNAM VALLEY NY 10579 SFD 7.375 6.500 $1,933.89 360 1-Jan-29 $279,572.57
4949917 YORKTOWN HEIGHTS NY 10598 SFD 7.250 6.500 $3,597.25 360 1-Feb-29 $526,908.64
4949966 SAN FRANCISCO CA 94114 SFD 7.000 6.500 $2,207.15 360 1-Mar-29 $331,750.00
4950006 CLAYTON CA 94517 SFD 7.375 6.500 $2,348.30 360 1-Dec-28 $339,121.16
4950116 WANTAGH NY 11793 LCO 7.625 6.500 $778.58 360 1-Mar-29 $110,000.00
4950162 ROWLAND HEIGHTS CA 91748 SFD 7.250 6.500 $1,964.67 360 1-Jan-29 $287,549.30
4950211 AUSTIN TX 78746 SFD 6.875 6.500 $2,614.58 360 1-Jan-29 $397,329.34
4950243 SAN JOSE CA 95135 SFD 7.250 6.500 $1,944.21 360 1-Feb-29 $284,777.67
4950261 TARPON SPRINGS FL 34689 SFD 7.750 6.500 $2,306.85 360 1-Mar-29 $322,000.00
4950314 SAN FRANCISCO CA 94109 LCO 7.125 6.500 $3,278.32 360 1-Mar-29 $486,600.00
4950350 DEL MAR CA 92014 SFD 7.125 6.500 $2,388.00 360 1-Feb-29 $354,166.55
4950360 FREMONT CA 94555 SFD 7.250 6.500 $2,544.52 360 1-Feb-29 $372,709.02
4950434 SAN CARLOS CA 94070 SFD 7.500 6.500 $1,887.88 360 1-Feb-29 $269,799.62
4950483 PACIFIC PALISADES CA 90272 SFD 7.375 6.500 $3,936.85 360 1-Feb-29 $569,566.27
4950545 SANTA ROSA CA 95405 SFD 7.375 6.500 $2,154.91 360 1-Feb-29 $311,762.59
4950560 RENO NV 89506 SFD 7.625 6.500 $1,203.25 360 1-Feb-29 $169,876.96
4950605 ASPEN CO 81611 SFD 7.000 6.500 $1,596.73 360 1-Mar-29 $240,000.00
4950840 REDWOOD CITY CA 94062 SFD 7.375 6.500 $3,584.61 360 1-Feb-29 $518,605.08
4950845 MORGAN HILL CA 95037 SFD 6.750 6.483 $2,497.11 360 1-Feb-29 $384,665.63
4950867 GLENDALE CA 91206 SFD 7.500 6.500 $3,048.58 360 1-Feb-29 $435,676.42
4951029 OAKLAND CA 94611 SFD 6.875 6.500 $1,754.00 360 1-Feb-29 $266,775.69
4951104 LOS ANGELES CA 90049 SFD 7.375 6.500 $4,328.47 360 1-Feb-29 $626,223.12
4951171 RALEIGH NC 27607 SFD 6.875 6.500 $2,594.22 360 1-Mar-29 $394,900.00
4951197 LAFAYETTE HILL PA 19444 SFD 6.875 6.500 $1,773.71 360 1-Jan-29 $269,545.04
4951240 BOULDER CO 80301 SFD 7.125 6.500 $2,408.55 360 1-Feb-29 $357,214.11
4951246 RANCHO SANTA FE CA 92067 SFD 6.750 6.483 $5,299.05 360 1-Feb-29 $816,296.58
4951309 LAKE WORTH FL 33463 SFD 7.500 6.500 $1,256.26 360 1-Feb-29 $179,534.67
4951366 HAMPTON BAYS NY 11946 SFD 7.375 6.500 $2,652.20 360 1-Feb-29 $383,707.80
4951571 REDMOND WA 98052 SFD 7.125 6.500 $1,748.30 360 1-Feb-29 $259,292.48
4951638 CLAYTON CA 94517 SFD 7.625 6.500 $1,925.20 360 1-Feb-29 $271,803.13
4951725 LOS ALTOS CA 94024 SFD 7.125 6.500 $3,806.51 360 1-Feb-29 $564,548.18
4951740 PINCKNEY MI 48169 SFD 6.750 6.483 $1,861.48 360 1-Jan-29 $286,504.40
4951750 SOMERS NY 10589 SFD 7.250 6.500 $1,773.66 360 1-Feb-29 $259,797.17
4951805 DANVERS MA 01923 SFD 7.500 6.500 $1,929.83 360 1-Feb-29 $275,795.17
4951842 BERKELEY CA 94708 SFD 7.500 6.500 $2,356.36 360 1-Feb-29 $336,749.89
4951964 REDWOOD CITY CA 94061 SFD 7.375 6.500 $1,737.05 360 1-Feb-29 $251,308.63
4952061 ATLANTA GA 30309 HCO 7.875 6.500 $787.79 360 1-Feb-29 $108,575.23
4952260 COCONUT GROVE FL 33133 SFD 6.625 6.358 $2,913.41 360 1-Jan-29 $454,194.91
4952357 SPRINGFIELD VA 22153 SFD 7.625 6.500 $1,776.57 360 1-Feb-29 $250,818.33
4952398 LOS ANGELES CA 90049 SFD 7.125 6.500 $3,537.02 360 1-Feb-29 $524,580.17
4952557 SAN JOSE CA 95129 SFD 7.125 6.500 $2,393.05 360 1-Mar-29 $355,200.00
4952610 COMMERCE MI 48390 SFD 7.500 6.500 $2,377.33 360 1-Feb-29 $339,747.67
4952770 AGOURA HILLS CA 91301 PUD 7.375 6.500 $2,344.85 360 1-Feb-29 $339,241.66
4952806 PIEDMONT CA 94611 SFD 7.125 6.500 $4,379.18 360 1-Mar-29 $650,000.00
4952809 DALLAS TX 75229 SFD 7.250 6.500 $1,982.07 360 1-Feb-29 $290,323.34
4952874 ST. LOUISVILLE OH 43017 SFD 6.750 6.483 $1,956.17 360 1-Jan-29 $301,079.20
4952893 WOODLAND HILLS CA 91364 SFD 7.375 6.500 $2,128.32 360 1-Feb-29 $307,915.52
4952971 CHESAPEAKE VA 23320 SFD 7.375 6.500 $1,796.45 360 1-Feb-29 $259,902.08
4953021 REDMOND WA 98053 SFD 7.125 6.500 $1,923.80 360 1-Jan-29 $285,091.96
4953126 RANCHO VIEJO TX 78520 SFD 7.875 6.500 $1,007.85 360 1-Feb-29 $138,904.34
4953252 ORANGE CA 92869 SFD 7.125 6.500 $2,189.59 360 1-Feb-29 $324,740.10
4953439 SAN JOSE CA 95126 SFD 7.625 6.500 $3,503.23 360 1-Feb-29 $494,591.76
4953470 MILPITAS CA 95035 SFD 7.375 6.500 $2,072.03 360 1-Feb-29 $299,771.72
4953719 SANTA MONICA CA 90405 SFD 7.000 6.500 $2,894.07 360 1-Jan-29 $434,284.78
4953733 NAPLES FL 34108 SFD 7.500 6.500 $2,643.04 360 1-Feb-29 $377,719.46
4953776 ALBUQUERQUE NM 87107 SFD 6.750 6.483 $2,140.38 360 1-Feb-29 $329,715.87
4953784 LOS ALTOS HILLS CA 94022 SFD 7.250 6.500 $2,571.81 360 1-Feb-29 $376,705.90
4953787 HALLANDALE FL 33009 SFD 6.875 6.500 $1,675.17 360 1-Mar-29 $255,000.00
4953806 PALO ALTO CA 94306 SFD 7.125 6.500 $2,742.03 360 1-Feb-29 $406,674.53
4953818 PLEASANTON CA 94566 SFD 7.500 6.500 $1,789.99 360 1-Feb-29 $255,810.01
4953827 ANDOVER MA 01810 SFD 7.500 6.500 $2,852.80 360 1-Feb-29 $407,697.20
4953958 SAN JOSE CA 95129 SFD 7.250 6.500 $2,960.65 360 1-Feb-29 $433,661.43
4953967 CARMEL NY 10512 SFD 7.375 6.500 $2,762.71 360 1-Mar-29 $400,000.00
4954007 FREMONT CA 94555 SFD 7.250 6.500 $2,056.77 360 1-Feb-29 $301,264.79
4954057 HILLSBOROUGH NJ 08502 SFD 7.250 6.500 $2,005.60 360 1-Feb-29 $293,770.65
4954063 NEW PROVIDENCE NJ 07974 SFD 7.125 6.500 $1,751.67 360 1-Feb-29 $259,792.08
4954096 WELLINGTON FL 33414 SFD 7.500 6.500 $1,837.54 360 1-Jan-29 $262,408.70
4954120 SAN BRUNO CA 94066 SFD 7.000 6.500 $1,729.79 360 1-Feb-29 $259,786.88
4954139 MOUNT PROSPECT IL 60056 SFD 7.375 6.500 $1,736.53 360 1-Feb-29 $251,233.69
4954226 MANHATTAN BEACH CA 90266 SFD 7.625 6.500 $2,116.31 360 1-Feb-29 $298,783.59
4954346 ANNAPOLIS MD 21401 SFD 7.250 6.500 $2,054.37 360 1-Jan-29 $300,669.78
4954352 PALO ALTO CA 94303 SFD 7.250 6.500 $3,565.74 360 1-Feb-29 $522,292.24
4954360 CUPERTINO CA 95014 SFD 6.625 6.358 $2,465.20 360 1-Feb-29 $384,660.32
4954380 CROWNSVILLE MD 21032 SFD 7.375 6.500 $2,596.94 360 1-Jan-29 $375,426.02
4954395 HOLLISTER CA 95023 SFD 6.750 6.483 $2,065.14 360 1-Feb-29 $318,125.86
4954406 FULLERTON CA 92835 SFD 7.375 6.500 $2,569.31 360 1-Dec-28 $370,130.93
4954411 ATLANTA GA 30319 SFD 7.375 6.500 $2,252.43 360 1-Sep-28 $324,430.66
4954423 SAN DIEGO CA 92128 LCO 7.500 6.500 $2,097.64 360 1-Jan-29 $299,553.33
4954431 GLOUCESTER MA 01930 SFD 7.250 6.500 $2,114.75 360 1-Jan-29 $309,514.88
4954435 MURPHYS CA 95247 SFD 7.000 6.500 $2,000.90 360 1-Feb-29 $300,503.47
4954439 SAN DIEGO CA 92131 SFD 7.125 6.500 $1,751.67 360 1-Jan-29 $259,577.97
4954460 LAKE FOREST CA 92630 SFD 7.500 6.500 $1,957.80 360 1-Jan-29 $279,583.10
4954463 CORONA CA 91720 SFD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,530.53
4954470 LAS VEGAS NV 89120 SFD 7.250 6.500 $2,899.25 360 1-Jan-29 $424,334.92
4954474 AUBURN CA 95602 SFD 7.375 6.500 $794.28 360 1-Jan-29 $114,824.44
4954485 LAS VEGAS NV 89107 SFD 7.500 6.500 $1,590.71 360 1-Jan-29 $226,907.89
4954488 IRVINE CA 92620 SFD 7.250 6.500 $1,664.51 360 1-Jan-29 $243,618.17
4954489 RENO NV 89509 SFD 6.875 6.500 $1,642.32 360 1-Jan-29 $248,721.06
4954492 DANA POINT CA 92629 LCO 7.250 6.500 $1,599.70 360 1-Jan-29 $234,133.04
4954575 SARATOGA CA 95070 SFD 7.125 6.500 $2,358.02 360 1-Feb-29 $349,720.11
4954637 EDEN PRAIRIE MN 55347 SFD 7.500 6.500 $3,146.47 360 1-Feb-29 $449,666.03
4954675 MANHATTAN BEACH CA 90266 SFD 6.750 6.483 $1,809.59 360 1-Jan-29 $278,518.21
4954714 LA JOLLA CA 92037 SFD 7.500 6.500 $2,447.26 360 1-Feb-29 $349,740.24
4954839 PACIFICA CA 94044 SFD 7.500 6.500 $1,922.84 360 1-Feb-29 $274,795.91
4954906 MAHWAH NJ 07430 SFD 7.500 6.500 $2,674.50 360 1-Feb-29 $382,216.13
4954907 YORBA LINDA CA 92886 SFD 7.000 6.500 $1,926.72 360 1-Feb-29 $289,362.61
4954915 FREMONT CA 94539 SFD 7.125 6.500 $2,492.76 360 1-Feb-29 $369,704.12
4954926 YORBA LINDA CA 92886 SFD 7.000 6.500 $1,778.35 360 1-Feb-29 $267,034.57
4954935 HOUSTON TX 77024 SFD 7.250 6.500 $2,619.56 360 1-Mar-29 $384,000.00
4954956 NORTHBROOK IL 60062 PUD 7.125 6.500 $1,785.36 360 1-Feb-29 $264,788.08
4955017 NEWPORT COAST AREA CA 92657 SFD 7.125 6.500 $2,526.45 360 1-Feb-29 $374,700.11
4955020 LONGHILL NJ 07946 SFD 6.875 6.500 $1,642.32 360 1-Feb-29 $249,789.97
4955037 MURRIETA CA 92562 SFD 6.750 6.483 $1,751.21 360 1-Jan-29 $269,433.77
4955040 PLEASANTON CA 94566 SFD 7.125 6.500 $1,876.31 360 1-Jan-29 $278,053.24
4955045 CARLSBAD CA 92008 SFD 7.125 6.500 $983.63 360 1-Jan-29 $145,765.80
4955048 FORT COLLINS CO 80526 SFD 7.000 6.500 $758.44 360 1-Jan-29 $113,803.52
4955051 SAN RAMON CA 94583 SFD 7.000 6.500 $2,288.64 360 1-Jan-29 $343,434.41
4955056 TRABUCO CANYON CA 92679 SFD 7.000 6.500 $1,716.48 360 1-Jan-29 $257,575.81
4955070 SOUTH PASADENA CA 91030 SFD 7.250 6.500 $3,410.88 360 1-Jan-29 $499,217.55
4955094 KENNETT SQUARE PA 19348 SFD 7.250 6.500 $2,182.96 360 1-Jan-29 $318,756.58
4955095 WEST LINN OR 97068 SFD 6.875 6.500 $2,890.49 360 1-Feb-29 $439,630.34
4955098 SOUTH JORDAN UT 84065 SFD 6.875 6.500 $1,771.08 360 1-Jan-29 $269,145.71
4955103 VENTURA CA 93003 SFD 7.125 6.500 $1,206.97 360 1-Jan-29 $178,862.61
4955115 KAILUA HI 96734 SFD 7.125 6.500 $3,324.80 360 1-Jan-29 $492,708.36
4955132 BELLEVUE WA 98004 SFD 7.250 6.500 $2,217.08 360 1-Feb-29 $324,746.46
4955147 EDMONDS WA 98026 SFD 7.250 6.500 $2,319.40 360 1-Feb-29 $339,734.77
4955200 SAINT HELENA CA 94574 SFD 7.500 6.500 $3,719.83 360 1-Feb-29 $531,605.17
4955231 DANVILLE CA 94506 SFD 7.250 6.500 $2,131.81 360 1-Feb-29 $312,256.21
4955295 SAN JOSE CA 95135 SFD 7.250 6.500 $2,686.07 360 1-Feb-29 $393,442.84
4955304 SAN JOSE CA 95135 SFD 7.250 6.500 $2,247.78 360 1-Feb-29 $329,242.95
4955338 MIAMI FL 33183 SFD 7.000 6.500 $1,969.30 360 1-Mar-29 $296,000.00
4955339 HILLSBOROUGH CA 94010 SFD 7.250 6.500 $3,956.63 360 1-Feb-29 $579,547.54
4955383 WAYLAND MA 01778 SFD 7.125 6.500 $3,360.17 360 1-Jan-29 $497,949.95
4955386 SAN FRANCISCO CA 94116 SFD 7.125 6.500 $2,081.80 360 1-Mar-29 $309,000.00
4955390 CAMARILLO CA 93010 SFD 7.000 6.500 $1,870.83 360 1-Jan-29 $280,406.57
4955400 SAN FRANCISCO CA 94116 SFD 7.000 6.500 $2,075.74 360 1-Dec-28 $311,203.90
4955412 CERRITOS CA 90703 SFD 7.125 6.500 $1,637.14 360 1-Jan-29 $242,610.19
4955427 TARZANA CA 91356 SFD 7.000 6.500 $2,814.23 360 1-Jan-29 $422,304.52
4955434 TRABUCO CANYON CA 92679 SFD 7.125 6.500 $2,236.75 360 1-Jan-29 $331,467.42
4955442 VALENCIA CA 91355 SFD 6.875 6.500 $1,715.90 360 1-Jan-29 $260,759.86
4955447 WANDY UT 84093 SFD 7.000 6.500 $1,694.53 360 1-Jan-29 $254,281.22
4955461 WESTLAKE VILLAGE CA 91361 SFD 6.875 6.500 $2,709.83 360 1-Jan-29 $410,507.35
4955476 LIVERMORE CA 94550 SFD 7.000 6.500 $2,208.80 360 1-Jan-29 $331,452.18
4955477 REDWOOD CITY CA 94065 SFD 7.375 6.500 $1,996.06 360 1-Feb-29 $288,780.09
4955485 OCEANSIDE CA 92054 SFD 7.250 6.500 $1,378.00 360 1-Jan-29 $201,683.88
4955492 ESCONDIDO CA 92029 SFD 7.375 6.500 $2,375.92 360 1-Jan-29 $343,426.58
4955501 ROWLAND HEIGHTS CA 91748 SFD 7.375 6.500 $1,726.69 360 1-Jan-29 $249,618.37
4955507 SAN DIEGO CA 92120 SFD 7.375 6.500 $1,326.10 360 1-Jan-29 $191,706.90
4955645 SARATOGA CA 95070 SFD 7.250 6.500 $3,056.15 360 1-Feb-29 $447,650.52
4955656 REDWOOD CITY CA 94061 SFD 7.375 6.500 $1,685.25 360 1-Feb-29 $243,814.33
4955708 LOS ANGELES CA 91344 SFD 7.250 6.500 $2,080.64 360 1-Feb-29 $304,662.07
4955745 FREMONT CA 94536 SFD 7.000 6.500 $1,788.34 360 1-Feb-29 $268,579.66
4955751 SAN MATEO CA 94403 SFD 6.750 6.483 $1,945.80 360 1-Feb-29 $299,741.70
4955759 NEWPORT BEACH CA 92660 SFD 6.500 6.233 $2,844.31 360 1-Feb-29 $449,593.19
4955783 NEW MARKET TOWNSHIP MN 55044 SFD 7.125 6.500 $3,368.59 360 1-Feb-29 $499,600.16
4955823 LOS ANGELES CA 91344 SFD 7.375 6.500 $2,762.71 360 1-Jan-29 $399,389.38
4955845 SAN DIEGO CA 92121 SFD 7.000 6.500 $2,038.49 360 1-Jan-29 $305,896.22
4955848 LAKE WORTH FL 33467 PUD 7.250 6.500 $2,292.12 360 1-Mar-29 $336,000.00
4955931 SANTA BARBARA CA 93110 SFD 6.875 6.500 $1,806.56 360 1-Feb-29 $274,768.96
4956049 PISCATAWAY NJ 08854 SFD 7.125 6.500 $1,891.81 360 1-Feb-29 $280,575.44
4956088 REDWOOD CITY CA 94062 SFD 7.250 6.500 $1,918.28 360 1-Feb-29 $280,980.64
4956120 CORTE MADERA CA 94925 SFD 7.375 6.500 $1,954.62 360 1-Feb-29 $282,784.65
4956135 PALO ALTO CA 94301 SFD 7.250 6.500 $2,458.57 360 1-Feb-29 $360,118.85
4956139 MAMARONECK NY 10543 SFD 7.250 6.500 $3,929.34 360 1-Mar-29 $576,000.00
4956192 CUPERTINO CA 95014 SFD 7.250 6.500 $2,039.71 360 1-Feb-29 $298,766.75
4956238 MCHENRY IL 60050 SFD 7.250 6.500 $2,128.39 360 1-Jan-29 $311,511.75
4956265 LAGUNA BEACH CA 92651 SFD 6.875 6.500 $1,891.96 360 1-Feb-29 $287,758.04
4956270 WESTON MA 02193 SFD 7.500 6.500 $2,587.10 360 1-Mar-29 $370,000.00
4956349 ALDEN WI 54001 SFD 6.875 6.500 $4,204.35 360 1-Feb-29 $639,462.32
4956403 CASTLE ROCK CO 80104 SFD 7.125 6.500 $4,090.37 360 1-Jan-29 $606,159.08
4956424 LAKE OSWEGO OR 97034 SFD 7.250 6.500 $1,944.20 360 1-Feb-29 $284,777.68
4956438 SARATOGA CA 95070 SFD 7.125 6.500 $2,358.02 360 1-Feb-29 $349,720.11
4956450 SWAMPSCOTT MA 01907 SFD 7.250 6.500 $3,383.60 360 1-Mar-29 $496,000.00
4956463 SAN DIEGO CA 92131 SFD 7.375 6.500 $2,693.64 360 1-Feb-29 $389,703.23
4956503 MENLO PARK CA 94025 SFD 7.250 6.500 $4,434.15 360 1-Feb-29 $649,492.93
4956528 ST GEORGE UT 84790 SFD 7.125 6.500 $1,812.30 360 1-Feb-29 $267,970.89
4956598 FORT LAUDERDALE FL 33325 SFD 7.250 6.500 $2,244.81 360 1-Feb-29 $328,808.29
4956614 MORGAN HILL CA 95037 SFD 6.750 6.483 $2,153.35 360 1-Feb-29 $331,714.15
4956615 CORTE MADERA CA 94925 PUD 7.125 6.500 $2,472.55 360 1-Feb-29 $366,706.51
4956616 WILTON CT 06897 SFD 7.125 6.500 $2,048.11 360 1-Feb-29 $303,756.89
4956717 LOS ANGELES CA 90049 SFD 7.000 6.500 $3,965.21 360 1-Feb-29 $595,511.46
4956724 SAN FRANCISCO CA 94114 SFD 6.750 6.483 $3,544.59 360 1-Feb-29 $545,874.06
4956747 LAFAYETTE CA 94549 SFD 6.875 6.500 $2,128.45 360 1-Feb-29 $323,727.80
4956764 THOUSAND OAKS CA 91362 LCO 7.125 6.500 $1,886.42 360 1-Jan-29 $279,550.83
4956767 PALO ALTO CA 94306 SFD 7.125 6.500 $3,233.85 360 1-Feb-29 $479,616.15
4956776 IRVINE CA 92604 SFD 7.125 6.500 $2,554.75 360 1-Feb-29 $378,896.75
4956847 BEVERLY HILLS CA 90211 SFD 7.500 6.500 $3,426.16 360 1-Feb-29 $489,636.34
4956852 SAN JOSE CA 95129 SFD 7.250 6.500 $1,964.67 360 1-Feb-29 $287,775.33
4956888 IRVINE CA 92620 SFD 6.625 6.358 $2,001.62 360 1-Feb-29 $312,109.01
4956927 CUPERTINO CA 95014 SFD 7.250 6.500 $2,489.95 360 1-Feb-29 $364,715.26
4956950 MENLO PARK CA 94025 SFD 7.250 6.500 $3,821.56 360 1-Feb-29 $559,762.98
4956952 CUPERTINO CA 95014 SFD 7.250 6.500 $3,642.83 360 1-Feb-29 $533,583.42
4957036 BELLEVUE WA 98005 SFD 7.125 6.500 $2,425.39 360 1-Feb-29 $359,712.11
4957047 LOS ALTOS CA 94024 SFD 7.250 6.500 $3,479.10 360 1-Feb-29 $509,602.15
4957051 VACAVILLE CA 95688 SFD 7.625 6.500 $6,957.62 360 1-Feb-29 $982,288.53
4957052 LOS ALTOS CA 94022 SFD 7.250 6.500 $4,079.42 360 1-Feb-29 $597,533.50
4957054 SANTA BARBARA CA 93108 LCO 7.375 6.500 $3,025.16 360 1-Feb-29 $437,666.71
4957062 LOS ALTOS CA 94024 SFD 7.250 6.500 $4,093.06 360 1-Feb-29 $599,531.94
4957075 MOUNTAIN VIEW CA 94040 SFD 7.000 6.500 $2,189.52 360 1-Feb-29 $328,830.23
4957086 REDMOND WA 98052 SFD 7.125 6.500 $1,978.21 360 1-Feb-29 $293,390.19
4957135 FREMONT CA 94539 SFD 7.750 6.500 $4,405.94 360 1-Feb-29 $614,565.93
4957146 MOUNTAIN VIEW CA 94041 SFD 7.250 6.500 $1,882.81 360 1-Feb-29 $275,784.69
4957200 SUNNYVALE CA 94086 SFD 7.250 6.500 $2,292.12 360 1-Feb-29 $335,737.88
4957207 MORGAN HILL CA 95037 SFD 7.000 6.500 $2,102.36 360 1-Feb-29 $315,740.97
4957225 BELMONT CA 94010 SFD 7.250 6.500 $2,706.88 360 1-Feb-29 $396,490.45
4957227 ATHERTON CA 94027 SFD 7.125 6.500 $2,614.03 360 1-Feb-29 $387,689.72
4957228 CUPERTINO CA 95014 SFD 7.125 6.500 $2,223.28 360 1-Feb-29 $329,736.10
4957276 MOUNTAIN VIEW CA 94041 SFD 7.250 6.500 $2,645.48 360 1-Mar-29 $387,800.00
4957277 SAN FRANCISCO CA 94116 SFD 7.375 6.500 $1,823.39 360 1-Feb-29 $263,799.11
4957295 FOSTER CITY CA 94404 SFD 7.250 6.500 $1,880.76 360 1-Feb-29 $275,484.93
4957305 SAN JOSE CA 95129 SFD 7.125 6.500 $2,324.33 360 1-Feb-29 $344,724.11
4957339 SCOTTSDALE AZ 85259 SFD 7.875 6.500 $2,066.45 360 1-Feb-29 $284,803.86
4957348 ORINDA CA 94563 SFD 7.000 6.500 $2,328.56 360 1-Feb-29 $349,441.67
4957364 SCOTTSDALE AZ 85262 PUD 6.750 6.483 $2,270.10 360 1-Mar-29 $350,000.00
4957459 RANCHO PALOS VERDES CA 90275 SFD 6.750 6.483 $2,801.95 360 1-Feb-29 $431,628.05
4957540 CERRITOS CA 90703 SFD 7.375 6.500 $1,036.02 360 1-Feb-29 $149,885.85
4957563 SOQUEL CA 95073 SFD 7.250 6.500 $1,772.30 360 1-Feb-29 $259,597.33
4957567 HIGHLAND PARK TX 75205 SFD 6.625 6.358 $3,105.51 360 1-Feb-29 $484,572.09
4957576 FULLERTON CA 92633 SFD 7.500 6.500 $2,080.87 360 1-Feb-29 $297,379.13
4957612 RANCHO PALOS VERDES CA 90275 SFD 7.000 6.500 $1,936.04 360 1-Feb-29 $290,761.46
4957651 PALO ALTO CA 94306 SFD 7.375 6.500 $1,816.48 360 1-Feb-29 $262,799.87
4957659 MCALLEN TX 78501 SFD 6.875 6.500 $2,010.21 360 1-Feb-29 $305,742.92
4957736 MENLO PARK CA 94025 SFD 7.125 6.500 $2,587.08 360 1-Jan-29 $383,384.02
4957739 BIRMINGHAM AL 35223 SFD 6.875 6.500 $2,824.80 360 1-Feb-29 $429,638.74
4957755 FORT SMITH AR 72903 SFD 7.000 6.500 $2,262.03 360 1-Nov-28 $338,875.42
4957807 NORTH ATTLEBORO MA 02760 SFD 7.125 6.500 $2,021.16 360 1-Mar-29 $300,000.00
4957837 FREMONT CA 94539 SFD 7.375 6.500 $2,451.90 360 1-Feb-29 $354,729.87
4957896 FALLS CHURCH VA 22041 SFD 7.375 6.500 $1,800.94 360 1-Mar-29 $260,750.00
4957923 FORT MILL SC 29715 SFD 7.125 6.500 $1,933.58 360 1-Feb-29 $286,770.48
4957953 SACRAMENTO CA 95864 SFD 7.125 6.500 $1,751.67 360 1-Feb-29 $259,792.08
4958013 DAVIDSONVILLE MD 21035 SFD 6.500 6.233 $1,896.21 360 1-Feb-29 $299,728.79
4958059 SAN JOSE CA 95124 SFD 7.375 6.500 $2,445.00 360 1-Feb-29 $353,730.62
4958087 RIDGEFIELD CT 06877 SFD 7.125 6.500 $3,170.43 240 1-Mar-19 $405,000.00
4958114 SAN MATEO CA 94403 SFD 7.375 6.500 $2,792.89 240 1-Feb-19 $349,358.15
4958117 FREMONT CA 94539 SFD 7.250 6.500 $2,367.16 360 1-Feb-29 $346,729.30
4958126 SAN JOSE CA 95112 SFD 7.125 6.500 $1,872.94 360 1-Feb-29 $277,777.69
4958129 MOUNTAIN VIEW CA 94043 SFD 7.375 6.500 $1,795.76 360 1-Feb-29 $259,802.16
4958176 BURLINGAME CA 94010 SFD 7.000 6.500 $3,905.33 360 1-Feb-29 $586,518.84
4958186 LA CANADA FLINTRIDGE CA 91011 SFD 7.250 6.500 $5,108.14 360 1-Feb-29 $748,215.86
4958246 CARROLLTON TX 75007 SFD 6.750 6.483 $2,050.87 360 1-Feb-29 $315,927.76
4958275 ACTON MA 01720 SFD 7.250 6.500 $2,019.25 360 1-Mar-29 $296,000.00
4958277 SOUTH SAN FRANCISCO CA 94080 SFD 7.000 6.500 $2,561.42 360 1-Feb-29 $384,684.41
4958308 SAN JOSE CA 95138 SFD 7.125 6.500 $2,795.94 360 1-Feb-29 $414,668.12
4958330 LOS ANGELES CA 90024 SFD 7.125 6.500 $6,602.45 360 1-Feb-29 $979,216.30
4958374 ALPHARETTA GA 30004 SFD 7.000 6.500 $2,554.76 360 1-Feb-29 $383,685.24
4958428 SAN JOSE CA 95129 SFD 7.250 6.500 $2,803.75 360 1-Feb-29 $410,679.38
4958431 LOS ALTOS CA 94024 SFD 7.000 6.500 $4,324.47 360 1-Feb-29 $649,467.20
4958441 LARCHMONT NY 10538 SFD 7.250 6.500 $2,379.44 360 1-Mar-29 $348,800.00
4958471 SAN JOSE CA 95129 SFD 7.375 6.500 $2,189.45 360 1-Feb-29 $316,758.78
4958474 MOUNTAIN VIEW CA 94043 PUD 7.125 6.500 $1,994.89 360 1-Feb-29 $295,863.20
4958488 MENLO PARK CA 94025 SFD 7.250 6.500 $2,067.00 360 1-Mar-29 $303,000.00
4958503 LOS ANGELES CA 90036 SFD 7.125 6.500 $1,741.90 360 1-Feb-29 $258,343.24
4958515 LOS ANGELES CA 90068 SFD 7.375 6.500 $1,951.16 360 1-Feb-29 $282,285.04
4958517 SAN FRANCISCO CA 94107 SFD 7.000 6.500 $1,749.75 360 1-Feb-29 $262,784.42
4958544 GLENDALE CA 91208 SFD 7.375 6.500 $2,089.99 360 1-Feb-29 $302,369.74
4958548 NEW ROCHELLE NY 10804 SFD 6.875 6.500 $2,627.72 360 1-Mar-29 $400,000.00
4958555 SAN BRUNO CA 94066 SFD 7.000 6.500 $2,267.35 360 1-Feb-29 $340,520.65
4958564 BURBANK CA 91505 SFD 7.375 6.500 $1,795.76 360 1-Jan-29 $259,603.10
4958578 COTO DE CAZA CA 92679 PUD 7.125 6.500 $1,689.69 360 1-Jan-29 $250,397.68
4958607 LONG BEACH CA 90803 SFD 7.250 6.500 $2,609.33 360 1-Jan-29 $381,901.41
4958626 TEMECULA CA 92592 SFD 7.000 6.500 $2,315.25 360 1-Jan-29 $347,427.84
4958627 LOS GATOS CA 95030 SFD 7.375 6.500 $2,458.81 360 1-Feb-29 $355,729.11
4958642 SIMI VALLEY CA 93065 SFD 7.250 6.500 $1,764.80 360 1-Feb-29 $258,498.18
4958643 SANTA ROSA CA 95409 SFD 7.375 6.500 $1,657.62 360 1-Jan-29 $239,633.64
4958644 SUNNYVALE CA 94086 SFD 7.250 6.500 $2,353.51 360 1-Feb-29 $344,730.87
4958671 PORT TOWNSEND WA 98368 SFD 6.750 6.483 $2,613.85 360 1-Feb-29 $402,653.03
4958675 POWAY CA 92064 SFD 7.250 6.500 $2,128.39 360 1-Jan-29 $311,439.71
4958678 WOODLAND HILLS CA 91364 SFD 7.250 6.500 $2,674.14 360 1-Feb-29 $391,694.19
4958684 SARATOGA CA 95070 SFD 7.125 6.500 $2,560.14 360 1-Feb-29 $379,696.11
4958687 POWAY CA 92064 SFD 7.250 6.500 $2,512.11 360 1-Jan-29 $367,673.73
4958688 BURLINGAME CA 94010 SFD 7.000 6.500 $2,661.21 360 1-Feb-29 $399,672.12
4958704 SAN JOSE CA 95135 SFD 6.875 6.500 $1,806.55 360 1-Jan-29 $274,536.62
4958715 TRACY CA 95376 SFD 7.375 6.500 $2,248.15 360 1-Jan-29 $325,003.12
4958727 EL CAJON CA 92019 SFD 6.875 6.500 $1,776.99 360 1-Jan-29 $270,044.20
4958754 SUNNYVALE CA 94087 SFD 7.125 6.500 $2,155.90 360 1-Feb-29 $319,744.10
4958796 RYE BROOK NY 10573 SFD 7.500 6.500 $1,730.56 360 1-Feb-29 $247,316.32
4958814 ISLAMORA FL 33036 SFD 7.000 6.500 $2,528.15 360 1-Jan-29 $379,375.22
4958835 MOUNTAIN VIEW CA 94041 SFD 7.375 6.500 $2,047.17 360 1-Feb-29 $296,174.45
4958876 LOS GATOS CA 95032 SFD 7.125 6.500 $4,379.18 360 1-Feb-29 $649,480.20
4958877 CORAL GABLES FL 33146 SFD 6.875 6.500 $1,997.07 360 1-Feb-29 $303,744.60
4958921 GILROY CA 95020 SFD 7.875 6.500 $2,381.50 360 1-Feb-29 $328,223.95
4958937 JEFFERSON CITY MO 65109 SFD 7.500 6.500 $874.02 360 1-Jan-29 $124,813.88
4958945 LIBERTYVILLE IL 60048 SFD 7.250 6.500 $852.72 360 1-Jan-29 $124,804.39
4958949 COLORADO SPRINGS CO 80917 SFD 7.250 6.500 $579.85 360 1-Jan-29 $84,482.84
4958952 SANTA CRUZ CA 95062 SFD 6.875 6.500 $2,338.67 360 1-Jan-29 $355,400.11
4958986 HALF MOON BAY CA 94019 SFD 7.125 6.500 $2,715.09 360 1-Feb-29 $402,177.72
4959354 YORBA LINDA CA 92886 SFD 7.500 6.500 $2,202.53 360 1-Feb-29 $314,766.22
4959401 THOUSAND OAKS CA 91360 SFD 7.250 6.500 $2,177.51 360 1-Jan-29 $318,700.48
4959430 THOUSAND OAKS CA 91362 SFD 7.000 6.500 $1,995.91 360 1-Jan-29 $299,506.75
4959459 MORGANVILLE NJ 07751 SFD 7.375 6.500 $2,084.12 360 1-Feb-29 $301,520.39
4959491 STOCKTON CA 95219 SFD 6.750 6.483 $2,445.21 360 1-Jan-29 $376,349.00
4959502 REDWOOD CITY CA 94061 SFD 6.500 6.233 $2,212.24 360 1-Feb-29 $349,683.59
4959526 ORANGE CA 92867 SFD 6.875 6.500 $1,955.03 360 1-Feb-29 $297,349.97
4959699 SUNNYVALE CA 94087 SFD 7.375 6.500 $1,864.83 360 1-Feb-29 $269,794.54
4959717 WOODLAND HILLS CA 91364 SFD 7.000 6.500 $2,328.56 360 1-Feb-29 $349,713.11
4959809 LOS ANGELES CA 90272 LCO 7.500 6.500 $1,845.93 360 1-Jan-29 $263,606.92
4959971 LIVERMORE CA 94550 SFD 7.750 6.500 $2,113.42 360 1-Jan-29 $294,582.23
4959978 ATLANTA GA 30327 SFD 6.875 6.500 $2,294.66 360 1-Feb-29 $349,006.54
4960099 EDEN PRAIRIE MN 55347 SFD 7.250 6.500 $1,698.62 360 1-Feb-29 $248,805.76
4960127 MOUNTAIN VIEW CA 94040 SFD 7.125 6.500 $3,146.27 360 1-Feb-29 $466,626.54
4960345 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $3,656.47 360 1-Feb-29 $535,581.86
4960367 LOS ALTOS CA 94024 SFD 7.250 6.500 $4,093.06 360 1-Feb-29 $599,531.94
4960525 LAUREL MD 20723 SFD 7.250 6.500 $1,777.07 360 1-Mar-29 $260,500.00
4960666 CUPERTINO CA 95014 SFD 7.250 6.500 $1,848.70 360 1-Feb-29 $270,788.59
4960805 LIVERMORE CA 94550 SFD 6.875 6.500 $1,806.56 360 1-Mar-29 $275,000.00
4960813 SAN JOSE CA 95129 SFD 6.875 6.500 $1,655.47 360 1-Feb-29 $251,788.28
4960890 SAN DIEGO CA 92106 SFD 7.750 6.500 $2,516.04 360 1-Mar-29 $351,200.00
4960962 BLOOMINGTON IL 60440 SFD 7.000 6.500 $1,962.65 360 1-Feb-29 $294,758.18
4960965 PACIFICA CA 94044 SFD 7.250 6.500 $1,746.37 360 1-Jan-29 $255,599.39
4961012 CUPERTINO CA 95014 SFD 7.500 6.500 $2,377.33 360 1-Feb-29 $339,747.67
4961134 SUNNYVALE CA 94087 SFD 7.125 6.500 $2,007.69 360 1-Feb-29 $297,761.69
4961210 PLEASANTON CA 94566 SFD 7.125 6.500 $1,945.03 360 1-Feb-29 $288,469.13
4961237 SAN MATEO CA 94403 SFD 7.125 6.500 $1,886.42 360 1-Feb-29 $279,776.08
4961279 AUSTIN TX 78730 SFD 7.250 6.500 $1,837.79 360 1-Feb-29 $269,189.84
4961317 SAN CLEMENTE CA 92672 SFD 6.625 6.358 $1,654.57 360 1-Jan-29 $257,897.34
4961324 LONG BEACH CA 90814 SFD 7.250 6.500 $2,646.85 360 1-Jan-29 $387,392.81
4961339 PACIFIC PALISADES CA 90272 SFD 7.250 6.500 $6,617.11 360 1-Feb-29 $969,243.31
4961357 SUNNYVALE CA 94087 SFD 7.750 6.500 $1,970.14 360 1-Feb-29 $274,805.90
4961368 CENTERPORT NY 11721 SFD 6.750 6.483 $3,080.85 360 1-Mar-29 $475,000.00
4961384 ELBURN IL 60119 SFD 7.250 6.500 $1,910.10 360 1-Jan-29 $279,561.81
4961417 RAMONA CA 92065 PUD 7.125 6.500 $2,206.43 360 1-Mar-29 $327,500.00
4961429 PASADENA CA 91105 SFD 6.875 6.500 $2,096.92 360 1-Mar-29 $319,200.00
4961440 BREA CA 92821 SFD 6.750 6.483 $1,790.14 360 1-Feb-29 $275,762.36
4961446 MORAGA CA 94556 SFD 7.125 6.500 $2,182.85 360 1-Feb-29 $323,740.90
4961478 SAN JOSE CA 95129 SFD 7.375 6.500 $2,072.03 360 1-Feb-29 $299,771.72
4961485 WHEATON IL 60187 SFD 7.125 6.500 $2,004.32 360 1-Feb-29 $297,262.09
4961512 SAN JOSE CA 95129 SFD 7.125 6.500 $2,277.17 360 1-Feb-29 $337,729.71
4961536 FLUSHING NY 11365 SFD 7.250 6.500 $1,750.99 360 1-Mar-29 $256,676.00
4961549 DALLAS TX 75220 SFD 7.250 6.500 $2,865.14 360 1-Feb-29 $419,672.36
4961604 SAN JOSE CA 95120 SFD 7.250 6.500 $1,693.85 360 1-Feb-29 $248,106.30
4961670 PALO ALTO CA 94306 SFD 7.375 6.500 $1,761.23 360 1-Mar-29 $255,000.00
4961685 MISSION VIEJO CA 92692 SFD 7.250 6.500 $2,155.68 360 1-Feb-29 $315,753.49
4961855 EDMOND OK 73034 SFD 7.250 6.500 $3,547.32 360 1-Mar-29 $518,190.01
4961922 BRECKINGRIDGE CO 80424 SFD 7.375 6.500 $3,204.73 360 1-Feb-29 $463,646.94
4961951 COPPELL TX 75019 SFD 6.875 6.500 $1,885.39 360 1-Feb-29 $286,758.88
4961979 LOS ANGELES CA 90027 SFD 7.000 6.500 $3,226.72 360 1-Jan-29 $484,202.57
4962021 HOUSTON TX 77027 SFD 6.625 6.358 $2,786.64 360 1-Mar-29 $435,200.00
4962046 MALIBU CA 90265 SFD 7.000 6.500 $5,608.51 360 1-Feb-29 $841,841.41
4962076 MILL VALLEY CA 94941 SFD 7.250 6.500 $1,787.31 360 1-Feb-29 $261,795.61
4962112 OAKLAND CA 94618 SFD 7.250 6.500 $2,142.04 360 1-Feb-29 $313,755.04
4962161 ALAMEDA CA 94501 SFD 7.000 6.500 $1,969.30 360 1-Feb-29 $295,757.37
4962369 MANHATTAN BEACH CA 90266 SFD 7.500 6.500 $2,167.57 360 1-Feb-29 $309,769.93
4962467 MILPITAS CA 95035 SFD 7.500 6.500 $2,884.26 360 1-Feb-29 $412,193.87
4962498 SARATOGA CA 95070 SFD 7.125 6.500 $3,981.68 360 1-Feb-29 $590,527.38
4962499 PLACENTIA CA 92670 SFD 6.750 6.483 $1,666.90 360 1-Feb-29 $256,778.73
4962511 SAN FRANCISCO CA 94108 HCO 7.250 6.500 $2,728.71 360 1-Feb-29 $399,687.96
4962517 SAN JOSE CA 95136 SFD 7.500 6.500 $1,957.81 360 1-Mar-29 $280,000.00
4962522 FREMONT CA 94539 SFD 7.000 6.500 $4,138.19 360 1-Feb-29 $621,490.14
4962727 SANTA MONICA CA 90402 SFD 7.250 6.500 $3,719.23 360 1-Feb-29 $544,774.69
4962736 LOS ANGELES CA 90036 SFD 7.250 6.500 $1,981.39 360 1-Feb-29 $290,223.41
4962745 NORWALK CT 06850 SFD 7.125 6.500 $2,349.60 360 1-Feb-29 $348,471.10
4962751 SAN JOSE CA 95138 SFD 7.125 6.500 $2,560.14 360 1-Feb-29 $379,696.11
4962756 UNIVERSITY PARK TX 75205 SFD 6.625 6.358 $2,618.88 360 1-Mar-29 $409,000.00
4962790 DALLAS TX 75219 SFD 6.625 6.358 $4,594.24 360 1-Feb-29 $716,866.96
4962794 PALO ALTO CA 94303 SFD 7.000 6.500 $2,508.20 360 1-Feb-29 $376,690.97
4962804 BONITA SPRINGS FL 34134 PUD 6.875 6.500 $4,105.81 360 1-Mar-29 $625,000.00
4962845 CUPERTINO CA 95014 SFD 7.125 6.500 $1,972.65 360 1-Feb-29 $292,565.85
4962969 SAN JOSE CA 95129 SFD 7.375 6.500 $2,223.98 360 1-Feb-29 $321,754.98
4962976 CUPERTINO CA 95014 PUD 7.000 6.500 $2,195.50 360 1-Feb-29 $329,729.50
4963067 WESTON FL 33326 SFD 7.250 6.500 $2,062.91 360 1-Mar-29 $302,400.00
4963073 SANTA CLARA CA 95050 SFD 7.375 6.500 $2,009.87 360 1-Feb-29 $290,778.57
4963185 SAN JOSE CA 95129 SFD 7.000 6.500 $2,368.48 360 1-Feb-29 $355,708.19
4963248 LOS ANGELES CA 90272 SFD 7.500 6.500 $2,097.65 360 1-Feb-29 $299,777.35
4963292 SUNNYVALE CA 94086 LCO 7.375 6.500 $1,870.01 360 1-Feb-29 $270,543.97
4963352 CUPERTINO CA 95014 SFD 7.500 6.500 $2,587.10 360 1-Feb-29 $369,725.40
4963357 FREMONT CA 94539 SFD 7.000 6.500 $2,661.21 360 1-Feb-29 $399,672.12
4963372 SARATOGA CA 95070 SFD 7.250 6.500 $6,139.59 360 1-Feb-29 $899,297.91
4963579 LAFAYETTE HILL PA 19444 SFD 6.875 6.500 $2,299.26 360 1-Jan-29 $349,410.21
4963584 CUPERTINO CA 95014 SFD 7.500 6.500 $2,901.75 360 1-Feb-29 $414,692.00
4963587 NEWTOWN PA 18940 SFD 7.500 6.500 $2,440.96 360 1-Jan-29 $348,580.21
4963604 SEATTLE WA 98126 SFD 7.375 6.500 $2,728.17 360 1-Feb-29 $394,699.43
4963619 BELLEVUE WA 98006 LCO 6.750 6.483 $1,604.96 360 1-Feb-29 $247,236.95
4963660 TEQUESTA FL 33469 SFD 6.875 6.500 $2,594.87 360 1-Mar-29 $395,000.00
4963727 MORAGA CA 94556 SFD 7.250 6.500 $2,660.49 360 1-Feb-29 $389,695.76
4963839 SUNNYVALE CA 94087 SFD 7.250 6.500 $2,943.60 360 1-Feb-29 $431,163.38
4963875 SANTA CLARA CA 95050 SFD 7.625 6.500 $1,822.22 360 1-Feb-29 $257,263.66
4963886 SAN JOSE CA 95135 SFD 7.250 6.500 $2,455.84 360 1-Mar-29 $360,000.00
4963904 PALO ALTO CA 94301 SFD 7.125 6.500 $3,334.91 360 1-Mar-29 $495,000.00
4963911 AUSTIN TX 78746 SFD 6.875 6.500 $3,120.09 360 1-Mar-29 $474,950.00
4963916 REDWOOD CITY CA 94063 SFD 7.000 6.500 $2,348.52 360 1-Mar-29 $353,000.00
4963962 CAMARILLO CA 93012 SFD 7.375 6.500 $3,363.59 360 1-Mar-29 $487,000.00
4964018 SHERMAN OAKS AREA CA 91423 SFD 7.250 6.500 $2,605.91 360 1-Nov-28 $380,797.18
4964034 SAN DIEGO CA 92128 SFD 7.375 6.500 $1,961.52 360 1-Dec-28 $283,347.70
4964035 GILROY CA 95020 SFD 7.125 6.500 $1,886.42 360 1-Dec-28 $279,324.25
4964056 SAN RAMON CA 94583 SFD 7.250 6.500 $2,510.41 360 1-Dec-28 $367,133.55
4964073 SAN DIEGO CA 92127 SFD 7.000 6.500 $2,168.89 360 1-Nov-28 $324,921.71
4964075 REDONDO BEACH CA 90278 SFD 7.375 6.500 $1,692.15 360 1-Nov-28 $243,216.03
4964083 SAN FRANCISCO CA 94121 SFD 7.625 6.500 $1,801.34 360 1-Jan-29 $254,130.42
4964086 CUPERTINO CA 95014 SFD 7.000 6.500 $2,514.85 360 1-Feb-29 $377,690.15
4964101 SAN JOSE CA 95148 SFD 7.125 6.500 $1,704.51 360 1-Feb-29 $252,797.68
4964104 REDONDO BEACH CA 90277 SFD 7.375 6.500 $1,940.80 360 1-Nov-28 $280,136.80
4964135 LONG BEACH CA 90808 SFD 7.250 6.500 $1,760.02 360 1-Feb-29 $257,798.73
4964153 MENLO PARK CA 94025 SFD 6.750 6.483 $3,113.28 360 1-Mar-29 $480,000.00
4964156 SAN JOSE CA 95138 SFD 7.250 6.500 $2,353.51 360 1-Mar-29 $345,000.00
4964181 MANHATTAN BEACH CA 90266 SFD 7.250 6.500 $1,978.32 360 1-Feb-29 $289,773.76
4964200 SANTA CLARA CA 95051 SFD 7.125 6.500 $2,088.53 360 1-Feb-29 $309,752.10
4964209 PLEASANTON CA 94566 SFD 7.250 6.500 $1,823.46 360 1-Feb-29 $267,091.48
4964216 OVERLAND PARK KS 66221 SFD 7.000 6.500 $2,262.03 360 1-Nov-28 $338,118.10
4964221 SUNNYVALE CA 94087 SFD 6.750 6.483 $1,848.51 360 1-Dec-28 $284,259.71
4964224 NEWPORT BEACH CA 92660 SFD 7.250 6.500 $2,783.28 360 1-Nov-28 $406,638.08
4964230 ARVADA CO 80007 SFD 6.875 6.500 $2,092.32 360 1-Dec-28 $317,692.65
4964231 LITTLETON CO 80121 SFD 6.875 6.500 $2,299.26 360 1-Nov-28 $348,813.65
4964245 WALNUT CREEK CA 94596 SFD 7.125 6.500 $1,852.73 360 1-Nov-28 $274,112.47
4964246 BERKELEY CA 94708 SFD 6.750 6.483 $1,816.08 360 1-Dec-28 $278,969.30
4964253 FULLERTON CA 92835 SFD 7.375 6.500 $1,933.89 360 1-Nov-28 $277,384.31
4964259 OAKLAND CA 94610 SFD 7.250 6.500 $2,387.62 360 1-Dec-28 $349,175.93
4964283 TUSTIN CA 92782 SFD 7.250 6.500 $2,387.62 360 1-Nov-28 $348,897.92
4964299 HAYMARKET VA 22069 SFD 7.125 6.500 $2,614.03 360 1-Dec-28 $387,052.86
4964305 WALNUT CREEK CA 94598 SFD 7.750 6.500 $1,740.89 360 1-Dec-28 $242,482.13
4964339 PALO ALTO CA 94303 SFD 7.000 6.500 $2,967.25 360 1-Feb-29 $445,634.42
4964364 DEL MAR CA 92014 SFD 7.250 6.500 $3,196.00 360 1-Feb-29 $468,134.52
4964388 WALNUT CA 91789 SFD 7.375 6.500 $2,223.98 360 1-Feb-29 $321,754.98
4964434 CARLSBAD CA 92008 SFD 7.375 6.500 $2,417.36 360 1-Oct-28 $348,651.94
4964443 RANCHO PALOS VERDES CA 90275 SFD 6.875 6.500 $2,627.72 360 1-Nov-28 $398,644.20
4964451 OLYMPIA FIELDS IL 60461 SFD 7.125 6.500 $1,920.10 360 1-Nov-28 $284,080.20
4964468 BIRMINGHAM AL 35242 SFD 6.625 6.358 $2,817.37 360 1-Nov-28 $438,434.28
4964471 BELMONT CA 94002 SFD 7.125 6.500 $2,533.19 360 1-Dec-28 $375,092.57
4964477 HUNTINGTON BEACH CA 92646 SFD 7.000 6.500 $1,796.32 360 1-Oct-28 $268,880.42
4964484 BERKELEY CA 94707 SFD 6.750 6.483 $2,137.78 360 1-Dec-28 $328,743.87
4964491 SAN JOSE CA 95148 SFD 7.000 6.500 $2,010.88 360 1-Nov-28 $301,250.27
4964493 MOUNTAIN VIEW CA 94041 SFD 7.375 6.500 $2,210.17 360 1-Feb-29 $319,756.50
4964503 BELLAIRE TX 77401 SFD 7.000 6.500 $2,034.83 360 1-Dec-28 $304,992.32
4964529 SAN JOSE CA 95132 SFD 7.000 6.500 $2,215.46 360 1-Nov-28 $331,898.58
4964539 BONITA CA 91902 SFD 7.250 6.500 $1,937.38 360 1-Nov-28 $283,105.75
4964561 SAN JOSE CA 95128 SFD 8.000 6.500 $1,907.79 360 1-Dec-28 $259,473.14
4964634 RICHMOND VA 23233 SFD 7.375 6.500 $2,072.03 360 1-Dec-28 $299,310.95
4964656 REDONDO BEACH CA 90277 SFD 7.250 6.500 $1,875.98 360 1-Nov-28 $274,134.11
4964698 TRABUCO CANYON CA 92679 SFD 7.250 6.500 $2,414.90 360 1-Nov-28 $352,398.19
4964702 INDIAN HEAD MD 20640 SFD 6.500 6.233 $2,271.03 360 1-Nov-28 $357,990.12
4964718 SUNNYVALE CA 94087 SFD 7.250 6.500 $1,828.24 360 1-Dec-28 $267,368.99
4964723 SAN JOSE CA 95120 SFD 6.625 6.358 $2,021.14 360 1-Feb-29 $315,371.51
4964724 ANAHEIM CA 92807 PUD 7.625 6.500 $1,552.55 360 1-Feb-29 $219,191.24
4964738 SOLANA BEACH CA 92075 SFD 7.375 6.500 $3,902.31 360 1-Nov-28 $563,264.43
4964741 LA HONDA CA 94062 SFD 7.125 6.500 $2,223.28 360 1-Mar-29 $330,000.00
4964777 WALNUT CREEK CA 94598 SFD 7.500 6.500 $2,139.60 360 1-Mar-29 $306,000.00
4964779 SOLANA BEACH CA 92075 SFD 7.500 6.500 $1,894.87 360 1-Oct-28 $269,981.75
4964808 PLANO TX 75025 SFD 7.000 6.500 $1,937.37 360 1-Dec-28 $290,479.71
4964829 WOODLAND HILLS CA 91367 SFD 6.750 6.483 $2,393.33 360 1-Jan-29 $368,362.81
4964846 SARATOGA CA 95070 SFD 7.250 6.500 $1,944.21 360 1-Feb-29 $284,777.67
4964865 DANVILLE CA 94506 SFD 7.250 6.500 $2,159.09 360 1-Feb-29 $316,253.10
4964887 REDWOOD CITY CA 94062 SFD 7.375 6.500 $2,666.01 360 1-Mar-29 $386,000.00
4964890 COVINGTON LA 70433 SFD 7.375 6.500 $3,453.38 360 1-Feb-29 $499,619.54
4964941 SAUSALITO CA 94965 LCO 6.875 6.500 $2,580.42 360 1-Mar-29 $392,800.00
4964948 CASTRO VALLEY CA 94546 SFD 7.375 6.500 $1,947.71 360 1-Feb-29 $281,785.41
4964955 NEWPORT BEACH CA 92660 SFD 7.000 6.500 $3,432.96 360 1-Dec-28 $514,723.71
4964979 SANTA CLARA CA 95051 SFD 7.000 6.500 $2,015.87 360 1-Jan-29 $302,501.81
4964994 PLEASANTON CA 94566 SFD 7.250 6.500 $2,155.68 360 1-Dec-28 $315,255.99
4964996 TEMECULA CA 92590 SFD 7.125 6.500 $2,122.21 360 1-Jan-29 $314,494.72
4965005 HUNTINGTON BEACH CA 92648 SFD 7.500 6.500 $2,684.98 360 1-Nov-28 $382,849.35
4965070 CASTRO VALLEY CA 94546 SFD 7.375 6.500 $1,768.13 360 1-Feb-29 $255,805.20
4965090 SAN DIMAS CA 91773 SFD 7.250 6.500 $4,979.89 360 1-Jan-29 $728,857.61
4965093 SAN JOSE CA 95117 SFD 7.250 6.500 $2,169.33 360 1-Dec-28 $317,251.26
4965149 BALTIMORE MD 21210 SFD 7.750 6.500 $2,593.42 360 1-Jan-29 $361,487.35
4965199 MORGAN HILL CA 95037 SFD 7.000 6.500 $2,614.64 360 1-Feb-29 $392,677.86
4965219 SAN MARTIN CA 95046 SFD 6.875 6.500 $2,759.11 360 1-Dec-28 $418,935.35
4965252 VIRGINIA BEACH VA 23452 SFD 7.625 6.500 $3,509.95 360 1-Dec-28 $494,816.40
4965454 DANVILLE CA 94526 SFD 6.875 6.500 $3,110.56 360 1-Dec-28 $472,299.76
4965460 SAN DIEGO CA 92109 SFD 7.125 6.500 $1,913.36 360 1-Nov-28 $283,083.44
4965468 DENVER CO 80123 SFD 6.875 6.500 $1,625.90 360 1-Nov-28 $246,661.10
4965477 HIGHLANDS RANCH CO 80126 SFD 6.875 6.500 $1,865.68 360 1-Dec-28 $283,280.10
4965501 SAN DIEGO CA 92109 SFD 7.125 6.500 $2,290.64 360 1-Nov-28 $338,902.73
4965511 ORANGE CA 92867 SFD 7.125 6.500 $1,771.88 360 1-Feb-29 $262,789.68
4965522 RANCHO PALOS CA 90275 SFD 6.875 6.500 $4,270.04 360 1-Sep-28 $646,676.23
4965524 LAFAYETTE CA 94549 SFD 7.000 6.500 $2,162.24 360 1-Feb-29 $324,733.59
4965531 SAN MATEO CA 94401 SFD 7.250 6.500 $2,217.08 360 1-Mar-29 $325,000.00
4965541 SAN FRANCISCO CA 94132 SFD 7.375 6.500 $1,712.88 360 1-Nov-28 $247,230.83
4965549 SUNNYVALE CA 94086 PUD 7.250 6.500 $1,845.97 360 1-Dec-28 $269,762.89
4965560 NOVI MI 48374 SFD 6.875 6.500 $1,629.19 360 1-Oct-28 $246,946.22
4965567 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $2,114.75 360 1-Feb-29 $309,758.17
4965575 CUPERTINO CA 95014 SFD 7.000 6.500 $2,694.48 360 1-Mar-29 $405,000.00
4965581 SPRING TX 77379 SFD 7.000 6.500 $1,969.30 360 1-Feb-29 $295,757.37
4965583 HOLLYWOOD FL 33019 SFD 7.000 6.500 $2,940.64 360 1-Feb-29 $441,637.69
4965584 ESCONDIDO CA 92027 SFD 7.375 6.500 $3,384.31 360 1-Oct-28 $488,112.70
4965595 TORRANCE CA 90505 SFD 7.250 6.500 $1,807.77 360 1-Nov-28 $263,952.66
4965599 YORBA LINDA CA 92886 SFD 6.875 6.500 $1,681.74 360 1-Dec-28 $255,249.94
4965601 LA JOLLA CA 92037 SFD 7.250 6.500 $2,485.51 360 1-Feb-29 $364,065.77
4965606 MISSION VIEJO CA 92692 SFD 7.375 6.500 $1,767.44 360 1-Oct-28 $254,914.36
4965626 FREMONT CA 94536 SFD 7.125 6.500 $1,785.36 360 1-Dec-28 $264,360.45
4965627 SAN JOSE CA 95125 SFD 7.250 6.500 $1,985.14 360 1-Mar-29 $291,000.00
4965645 SAN JOSE CA 95129 SFD 7.125 6.500 $3,228.46 360 1-Nov-28 $477,490.11
4965662 OAK HILL VA 20171 SFD 6.750 6.483 $1,912.30 360 1-Dec-28 $294,069.15
4965690 SAN JOSE CA 95120 SFD 7.250 6.500 $2,005.60 360 1-Dec-28 $293,105.36
4965706 GUILFORD CT 06437 SFD 7.250 6.500 $1,773.66 360 1-Nov-28 $259,181.31
4965728 LONG BEACH CA 90803 SFD 6.625 6.358 $2,081.01 360 1-Dec-28 $324,135.03
4965731 DARNESTOWN MD 20878 SFD 6.750 6.483 $2,220.80 360 1-Nov-28 $341,210.82
4965758 CAMPBELL CA 95008 SFD 7.375 6.500 $1,754.32 360 1-Dec-28 $253,416.60
4965769 TRABUCO CANYON CA 92679 SFD 7.375 6.500 $1,906.26 360 1-Nov-28 $275,152.19
4965771 WOODSIDE CA 94062 SFD 7.250 6.500 $3,028.87 360 1-Feb-29 $443,653.63
4965782 WEST COVINA CA 91791 SFD 8.000 6.500 $2,568.18 360 1-Jun-28 $347,829.14
4965803 SAN JOSE CA 95124 SFD 7.375 6.500 $1,837.89 360 1-Dec-28 $265,159.81
4965807 CUPERTINO CA 95014 SFD 7.000 6.500 $2,860.81 360 1-Mar-29 $430,000.00
4965808 CARLSBAD CA 92008 SFD 7.250 6.500 $2,172.05 360 1-Nov-28 $317,397.43
4965831 SEBASTOPOL CA 95472 SFD 7.125 6.500 $2,021.16 360 1-Dec-28 $299,275.99
4965873 GREENVILLE NC 27858 SFD 7.500 6.500 $2,202.53 360 1-Jul-28 $312,955.71
4965881 COROLLA NC 27927 SFD 7.000 6.500 $1,723.14 360 1-Nov-28 $258,143.32
4965887 AURORA OH 44202 SFD 6.875 6.500 $1,589.77 360 1-Dec-28 $241,386.57
4965909 CHICAGO IL 60610 HCO 7.375 6.500 $1,770.90 360 1-Nov-28 $255,612.34
4965916 SAN DIEGO CA 92106 SFD 7.375 6.500 $2,264.72 360 1-Oct-28 $326,637.06
4965923 VALLEY CENTER CA 92082 SFD 6.875 6.500 $2,397.79 360 1-Nov-28 $363,762.85
4965933 LOS ANGELES CA 90069 SFD 7.250 6.500 $3,581.43 360 1-Nov-28 $523,346.89
4966009 GLENCOE IL 60022 SFD 7.000 6.500 $2,847.49 360 1-Nov-28 $426,584.39
4966010 GREAT FALLS VA 22066 SFD 6.750 6.483 $1,945.80 360 1-Nov-28 $298,958.06
4966019 NEWTON MA 02459 SFD 7.125 6.500 $2,688.14 360 1-Dec-28 $398,037.07
4966025 DANVILLE CA 94506 SFD 7.375 6.500 $2,403.55 360 1-Nov-28 $346,931.00
4966029 GRETNA NE 68028 SFD 6.500 6.233 $1,941.71 360 1-Nov-28 $306,080.11
4966034 FAIRFAX VA 22030 SFD 6.500 6.233 $1,542.25 360 1-Nov-28 $243,110.48
4966038 SAN JOSE CA 95008 SFD 7.250 6.500 $1,739.55 360 1-Nov-28 $254,197.07
4966039 SUNSET HILLS MO 63126 SFD 6.750 6.483 $1,969.80 360 1-Nov-28 $302,645.20
4966044 LIBERTYVILLE IL 60048 SFD 6.875 6.500 $3,941.57 360 1-Nov-28 $597,966.33
4966049 MCDONOUGH GA 30252 SFD 7.125 6.500 $2,526.44 360 1-Nov-28 $373,789.77
4966084 CARMEL CA 93923 SFD 7.125 6.500 $3,705.45 360 1-Nov-28 $548,224.97
4966094 STRAFFORD PA 19087 SFD 7.125 6.500 $1,802.20 360 1-Nov-28 $266,417.64
4966104 CARLSBAD CA 92009 SFD 7.375 6.500 $2,431.18 360 1-Nov-28 $349,314.19
4966111 ESCONDIDO CA 92025 SFD 6.750 6.483 $1,699.33 360 1-Dec-28 $261,319.46
4966113 SAN MATEO CA 94403 SFD 7.250 6.500 $3,185.77 360 1-Dec-28 $465,900.47
4966119 NEWPORT BEACH CA 92660 SFD 7.375 6.500 $3,363.59 360 1-Nov-28 $485,504.01
4966124 TRACY'S LANDING MD 20779 SFD 7.000 6.500 $2,392.43 360 1-Dec-28 $358,710.55
4966137 CHARLOTTE NC 28226 SFD 7.250 6.500 $2,339.87 360 1-Dec-28 $342,192.41
4966139 WALNUT CREEK CA 94596 SFD 7.000 6.500 $2,285.32 360 1-Dec-28 $342,650.36
4966145 SAN DIEGO CA 92129 SFD 7.375 6.500 $1,985.69 360 1-Dec-28 $286,839.68
4966150 EL CAJON CA 92021 SFD 7.125 6.500 $2,324.33 360 1-Dec-28 $344,167.40
4966154 SAN DIEGO CA 92128 SFD 7.250 6.500 $2,039.71 360 1-Nov-28 $298,058.52
4966169 FREMONT CA 94538 SFD 7.375 6.500 $1,913.86 360 1-Oct-28 $276,032.72
4966179 SAN JOSE CA 95123 SFD 7.625 6.500 $1,995.98 360 1-Dec-28 $281,383.79
4966183 LIVERMORE CA 94550 SFD 7.250 6.500 $2,285.30 360 1-Nov-28 $333,945.13
4966190 MISSION VIEJO CA 92692 SFD 7.375 6.500 $2,037.49 360 1-Sep-28 $293,632.32
4966191 REHOBOTH BEACH DE 19971 SFD 7.250 6.500 $1,678.16 360 1-Dec-28 $245,316.45
4966196 DANVILLE CA 94506 SFD 7.250 6.500 $1,991.96 360 1-Nov-28 $291,080.54
4966216 CORVALLIS OR 97330 SFD 7.125 6.500 $2,021.16 360 1-Apr-28 $297,281.24
4966256 OMAHA NE 68130 SFD 7.000 6.500 $1,962.64 360 1-Jan-29 $294,514.98
4966282 HILLSBOROUGH CA 94010 SFD 7.250 6.500 $2,994.76 360 1-Mar-29 $439,000.00
4966291 ST LOUIS MO 63131 SFD 7.125 6.500 $4,631.81 360 1-Jan-29 $686,397.19
4966295 LAS VEGAS NV 89129 SFD 7.625 6.500 $1,912.81 360 1-Jan-29 $269,857.57
4966307 BLUE BELL PA 19422 SFD 7.250 6.500 $1,800.26 360 1-Nov-28 $263,069.04
4966322 SHAKOPEE MN 55379 SFD 6.750 6.483 $1,777.49 360 1-Dec-28 $273,338.14
4966331 SAN ANSELMO CA 94960 SFD 7.250 6.500 $2,305.76 360 1-Feb-29 $337,736.32
4966357 ROCHESTER MN 55902 SFD 7.000 6.500 $3,579.33 360 1-Jan-29 $537,115.44
4966379 JANE LEW WV 26378 SFD 7.125 6.500 $1,899.89 360 1-Dec-28 $281,319.44
4966388 MIDLOTHIAN VA 23113 SFD 7.000 6.500 $1,926.72 360 1-Dec-28 $288,883.68
4966395 ALEXANDRIA VA 22314 PUD 6.750 6.483 $3,009.50 360 1-Jan-29 $463,198.75
4966405 ORANGE CA 92869 PUD 7.250 6.500 $2,182.96 360 1-Jan-29 $319,499.25
4966423 WASHINGTON TOWNSHIP NJ 07853 SFD 7.375 6.500 $2,002.96 360 1-Jan-29 $289,386.27
4966436 FINKSBURG MD 21048 SFD 7.375 6.500 $2,182.53 360 1-Jan-29 $315,517.64
4966441 LEE'S SUMMIT MO 64081 SFD 7.000 6.500 $1,689.87 360 1-Dec-28 $253,371.75
4966443 LOS ALTOS CA 94024 SFD 7.000 6.500 $4,324.47 360 1-Mar-29 $650,000.00
4966459 LONGWOOD FL 32779 SFD 7.000 6.500 $1,882.81 360 1-Jan-29 $282,534.70
4966466 BOCA RATON FL 33434 LCO 6.875 6.500 $2,279.55 360 1-Feb-29 $346,708.47
4966470 PACIFICA CA 94044 SFD 7.125 6.500 $1,852.73 360 1-Jan-29 $274,558.87
4966473 NORTH LIBERTY IA 52317 SFD 7.125 6.500 $2,627.50 360 1-Jan-29 $389,374.40
4966477 NASHVILLE TN 37205 SFD 7.000 6.500 $2,444.99 360 1-Jan-29 $366,895.76
4966480 SAINT LOUIS MO 63122 SFD 7.000 6.500 $2,179.20 360 1-Dec-28 $326,739.83
4966484 UNBANDALE IA 50322 SFD 7.125 6.500 $1,843.29 360 1-Jan-29 $273,060.53
4966490 LINCOLN NE 68526 SFD 6.875 6.500 $2,709.83 360 1-Jan-29 $411,804.93
4966493 TOWNSHIP OF TEWKSBURY NJ 07830 SFD 7.125 6.500 $2,425.39 360 1-Jan-29 $359,422.51
4966497 LIVERMORE CA 94550 SFD 7.625 6.500 $1,854.42 360 1-Jan-29 $261,185.09
4966500 RICHMOND VA 23233 SFD 6.750 6.483 $2,080.71 360 1-Dec-28 $319,966.70
4966502 SANTA FE NM 87501 SFD 7.000 6.500 $2,308.60 360 1-Jan-29 $346,429.48
4966510 CHARLOTTE NC 28277 SFD 6.750 6.483 $2,033.03 360 1-Dec-28 $312,635.82
4966512 OMAHA NE 68130 SFD 7.000 6.500 $2,162.23 360 1-Jan-29 $324,270.53
4966517 AUSTIN TX 78750 PUD 7.250 6.500 $1,896.45 360 1-Jan-29 $277,564.96
4966535 LAS VEGAS NV 89123 PUD 7.000 6.500 $1,782.35 360 1-Jan-29 $267,459.52
4966543 ENGELWOOD CLIFFS NJ 07632 SFD 6.875 6.500 $2,989.03 360 1-Jan-29 $454,233.30
4966569 HEBER CITY UT 84032 SFD 7.250 6.500 $1,937.38 360 1-Nov-28 $283,105.73
4966582 VICTOR NY 14564 SFD 7.375 6.500 $2,674.63 240 1-Dec-18 $333,324.64
4966596 SAN JOSE CA 95139 SFD 7.500 6.500 $2,181.55 360 1-Dec-28 $311,301.01
4966603 GREENVILLE SC 29609 SFD 7.250 6.500 $2,167.62 360 1-Dec-28 $317,001.87
4966608 ISSAQUA WA 98027 SFD 7.000 6.500 $2,376.13 360 1-Feb-29 $356,857.24
4966630 PACIFIC MO 63069 SFD 7.000 6.500 $1,723.14 360 1-Jan-29 $258,574.15
4966634 EADS TN 38028 SFD 7.000 6.500 $1,729.79 360 1-Jan-29 $259,572.51
4966640 GURNEE IL 60031 SFD 7.375 6.500 $2,039.91 360 1-Jan-29 $294,680.71
4966654 ROWAYTON CT 06853 SFD 7.375 6.500 $1,790.66 300 1-Jan-24 $244,428.39
4966655 CHESTERFIELD MO 63017 SFD 7.000 6.500 $3,054.40 360 1-Jan-29 $458,345.18
4966663 TOWN OF WESTFIELD NJ 07090 SFD 7.250 6.500 $1,773.66 360 1-Jan-29 $259,593.13
4966665 PARACHUTE CO 81635 SFD 7.125 6.500 $1,893.15 360 1-Dec-28 $280,321.86
4966680 RICHMOND VA 23221 PUD 7.000 6.500 $1,995.91 360 1-Jan-29 $299,506.75
4966702 ALBUQUERQUE NM 87122 SFD 7.000 6.500 $1,829.58 360 1-Jan-29 $274,347.86
4966712 CHANTILLY VA 20151 SFD 7.000 6.500 $1,796.32 360 1-Jan-29 $269,491.52
4966726 WHEELING WV 26003 SFD 6.750 6.483 $1,777.16 360 1-Jan-29 $273,217.00
4966727 ST. LOUIS MO 63130 SFD 7.000 6.500 $2,162.23 360 1-Jan-29 $324,460.70
4966741 SAN JOSE CA 95148 SFD 7.250 6.500 $1,760.01 360 1-Jan-29 $257,596.26
4966744 HELENA MT 59601 SFD 7.000 6.500 $1,696.52 360 1-Jan-29 $254,580.74
4966752 LITTLE ROCK AR 72223 SFD 7.000 6.500 $1,916.07 360 1-Jan-29 $287,526.48
4966760 LEXINGTON KY 40391 SFD 6.875 6.500 $2,586.66 360 1-Jan-29 $393,086.50
4966765 OMAHA NE 68118 SFD 7.000 6.500 $2,102.36 360 1-Jan-29 $315,480.44
4966773 SEDALIA CO 80135 SFD 7.125 6.500 $1,792.10 360 1-Jan-29 $265,573.29
4966789 LITTLE ROCK AR 72211 SFD 7.000 6.500 $2,009.21 360 1-Jan-29 $301,503.47
4966790 CABOT AR 72023 SFD 7.250 6.500 $1,671.34 360 1-Jan-29 $244,616.58
4966798 RICHMOND VA 23233 PUD 7.250 6.500 $3,410.89 360 1-Jan-29 $499,217.54
4966804 WARREN TOWNSHIP NJ 07059 SFD 7.500 6.500 $2,160.58 360 1-Jan-29 $308,539.91
4966808 HUTCHINSON MN 55350 SFD 7.125 6.500 $1,984.10 360 1-Feb-29 $294,070.34
4966856 SARATOGA CA 95070 SFD 7.250 6.500 $2,517.24 360 1-Feb-29 $368,712.14
4966938 BELTSVILLE MD 20705 SFD 7.625 6.500 $2,216.46 360 1-Feb-29 $312,923.35
4967109 SAN JOSE CA 95126 SFD 7.625 6.500 $1,781.52 360 1-Feb-29 $251,517.82
4967132 MILLBRAE CA 94030 SFD 7.250 6.500 $3,138.02 360 1-Feb-29 $459,641.15
4967167 HEWLETT NY 11557 SFD 7.125 6.500 $1,839.25 360 1-Jan-29 $272,562.08
4967435 FAIRFAX STATION VA 22039 SFD 6.500 6.233 $1,638.33 360 1-Mar-29 $259,200.00
4967461 LOS GATOS CA 95032 SFD 6.750 6.483 $1,640.96 360 1-Feb-29 $252,782.17
4967587 FOSTER CITY CA 94404 PUD 7.375 6.500 $1,892.45 360 1-Feb-29 $273,683.96
4967657 SAN JOSE CA 95123 SFD 7.125 6.500 $1,913.37 360 1-Jan-29 $283,544.41
4967666 SAINT PETERSBURG FL 33703 SFD 7.375 6.500 $2,172.52 360 1-Jan-29 $314,069.84
4967834 SAN FRANCISCO CA 94116 SFD 7.000 6.500 $2,115.66 360 1-Feb-29 $317,739.34
4967893 SAN FRANCISCO CA 94123 SFD 7.125 6.500 $3,503.34 360 1-Jan-29 $519,165.85
4968093 REDONDO BEACH CA 90277 LCO 7.375 6.500 $1,734.29 360 1-Feb-29 $250,908.93
4968140 DALLAS TX 75225 SFD 7.125 6.500 $2,256.96 360 1-Jan-29 $334,462.62
4968153 WEEMS VA 22576 SFD 7.125 6.500 $3,200.17 360 1-Feb-29 $474,620.14
4968305 WALNUT CREEK CA 94595 HCO 6.875 6.500 $1,905.10 360 1-Feb-29 $289,756.36
4968322 BRIDGEWATER NJ 08807 SFD 7.250 6.500 $4,434.15 360 1-Feb-29 $649,492.93
4968326 HUNTINGTON BEACH CA 92646 SFD 6.750 6.483 $1,686.36 360 1-Feb-29 $259,776.14
4968337 MANHATTAN BEACH CA 90266 SFD 6.875 6.500 $1,891.96 360 1-Feb-29 $287,758.04
4968341 MANHATTAN BEACH CA 90266 SFD 6.875 6.500 $3,416.03 360 1-Feb-29 $519,563.14
4968347 AZUSA CA 91702 SFD 7.625 6.500 $1,981.82 360 1-Feb-29 $279,797.35
4968349 WAYNE IL 60184 SFD 7.375 6.500 $1,864.83 360 1-Jan-29 $269,587.83
4968353 SAN FRANCISCO CA 94116 SFD 7.250 6.500 $2,012.42 360 1-Feb-29 $294,769.87
4968357 SARATOGA CA 95070 SFD 7.750 6.500 $4,656.68 360 1-Feb-29 $649,541.24
4968468 FALLS CHURCH VA 22044 SFD 6.750 6.483 $1,938.02 360 1-Jan-29 $298,284.01
4968493 RESTON VA 22090 SFD 7.625 6.500 $2,802.87 360 1-Feb-29 $395,713.38
4968788 IRVINE CA 92620 SFD 6.875 6.500 $1,821.01 360 1-Mar-29 $277,200.00
4968806 SALT LAKE CITY UT 84121 SFD 7.000 6.500 $1,862.85 360 1-Feb-29 $279,770.48
4969082 EDMONDS WA 98020 SFD 7.000 6.500 $1,830.92 360 1-Feb-29 $274,974.41
4969087 ST SIMONS ISLAND GA 31522 SFD 7.250 6.500 $2,346.69 360 1-Feb-29 $343,731.64
4969088 GLENDORA CA 91741 SFD 7.000 6.500 $2,650.57 360 1-Feb-29 $397,554.68
4969343 FOOTHILL RANCH CA 92610 SFD 7.125 6.500 $1,913.37 360 1-Feb-29 $283,772.88
4969360 GRANADA HILLS CA 91344 SFD 7.250 6.500 $2,319.40 360 1-Feb-29 $339,734.77
4969365 LAFAYETTE CO 80026 SFD 7.000 6.500 $2,379.12 360 1-Feb-29 $357,306.88
4969376 CLIFFSIDE PARK NJ 07010 SFD 8.125 6.500 $2,969.62 360 1-Feb-29 $399,688.37
4969472 SAN JOSE CA 95132 SFD 7.250 6.500 $1,779.12 360 1-Feb-29 $260,596.55
4969485 FULLERTON CA 92833 SFD 7.125 6.500 $3,301.22 360 1-Feb-29 $489,608.16
4969494 NEWPORT BEACH CA 92625 SFD 7.000 6.500 $3,242.02 360 1-Feb-29 $486,900.56
4969501 BEVERLY HILLS CA 90212 SFD 7.375 6.500 $2,645.29 360 1-Feb-29 $382,708.56
4969780 SANTA BARBARA CA 93105 SFD 7.000 6.500 $2,295.30 360 1-Feb-29 $344,717.20
4969786 LOS ANGELES CA 90036 SFD 7.250 6.500 $1,828.24 360 1-Feb-29 $267,790.93
4969951 BOULDER CO 80304 SFD 7.375 6.500 $3,453.38 360 1-Feb-29 $499,619.54
4970025 WINDSOR CA 95492 SFD 7.000 6.500 $1,916.07 360 1-Jan-29 $287,442.55
4970046 CARLSBAD CA 92008 SFD 7.250 6.500 $1,746.37 360 1-Jan-29 $255,599.38
4970081 SANTA ROSA CA 95404 SFD 7.250 6.500 $2,346.69 360 1-Jan-29 $343,461.67
4970092 DANVILLE CA 94506 PUD 7.250 6.500 $1,739.55 360 1-Feb-29 $254,801.08
4970107 MOUNTAIN VIEW CA 94040 SFD 7.125 6.500 $2,021.16 360 1-Mar-29 $300,000.00
4970113 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $3,172.12 360 1-Feb-29 $464,637.26
4970126 SAN CARLOS CA 94070 SFD 7.375 6.500 $2,978.19 360 1-Feb-29 $430,871.89
4970163 SANTA ANA CA 92705 SFD 7.000 6.500 $2,458.96 360 1-Jan-29 $368,992.31
4970181 SAN MATEO CA 94402 SFD 7.125 6.500 $1,859.47 360 1-Feb-29 $275,779.28
4970184 ESCONDIDO CA 92029 SFD 7.250 6.500 $2,217.07 360 1-Jan-29 $324,491.42
4970409 WAKE FOREST NC 27587 SFD 6.875 6.500 $2,601.44 360 1-Jan-29 $395,332.71
4970411 SUNNYVALE CA 94087 SFD 7.375 6.500 $1,795.76 360 1-Feb-29 $259,802.16
4970433 CAPITOLA CA 95010 SFD 6.500 6.233 $4,108.44 360 1-Feb-29 $649,412.39
4970494 HAWTHORN WOODS IL 60047 SFD 7.250 6.500 $2,933.36 360 1-Mar-29 $430,000.00
4970637 CAMBRIA CA 93428 SFD 7.625 6.500 $2,010.13 360 1-Feb-29 $283,794.45
4970643 SANTA CLARA CA 95050 SFD 7.125 6.500 $1,717.98 360 1-Feb-29 $254,796.08
4970733 LONGBOAT KEY FL 34228 SFD 7.000 6.500 $1,796.32 360 1-Feb-29 $269,778.68
4970743 IRVINE CA 92612 SFD 6.375 6.108 $2,351.99 360 1-Feb-29 $376,650.82
4970750 FLOWER MOUND TX 75022 SFD 7.000 6.500 $1,789.67 360 1-Feb-29 $268,779.50
4970875 OLD FIELD NY 11733 SFD 7.250 6.500 $3,711.04 360 1-Feb-29 $543,575.63
4970882 STAMFORD CT 06903 SFD 6.875 6.500 $2,463.48 360 1-Feb-29 $374,684.96
4970894 BRIELLE NJ 08730 SFD 7.125 6.500 $1,899.89 360 1-Jan-29 $281,547.64
4970905 MIDDLETOWN NJ 07748 SFD 7.250 6.500 $3,410.89 360 1-Jan-29 $499,217.53
4970915 DOUGLASTON NY 11362 LCO 7.125 6.500 $2,128.96 360 1-Feb-29 $315,747.29
4970926 EAST SETAUKET NY 11733 SFD 7.250 6.500 $2,302.35 360 1-Feb-29 $337,236.71
4970947 PORT WASHINGTON NY 11050 SFD 7.000 6.500 $3,166.84 360 1-Jan-29 $475,217.38
4971028 DANVILLE CA 94506 SFD 7.125 6.500 $1,994.21 360 1-Feb-29 $295,763.29
4971056 MANCHESTER NH 03104 SFD 6.750 6.483 $1,688.89 360 1-Feb-29 $260,165.80
4971447 SAN FRANCISCO CA 94112 SFD 6.875 6.500 $1,681.74 360 1-Mar-29 $256,000.00
4971538 SAN RAMON CA 94583 SFD 7.000 6.500 $2,285.32 360 1-Feb-29 $343,218.43
4971646 SAN MATEO CA 94403 SFD 7.375 6.500 $1,940.80 360 1-Feb-29 $280,786.18
4971655 SAN JOSE CA 95140 SFD 6.875 6.500 $2,627.72 360 1-Mar-29 $400,000.00
4971837 CALABASAS CA 91302 SFD 7.250 6.500 $3,504.69 360 1-Jan-29 $512,946.02
4971842 SAN DIEGO CA 92129 SFD 7.000 6.500 $1,659.93 360 1-Feb-29 $249,295.49
4971889 CAMARILLO CA 93010 SFD 7.250 6.500 $2,135.21 360 1-Feb-29 $312,755.83
4971918 HOPEWELL TWP NJ 08534 SFD 7.000 6.500 $2,262.03 360 1-Jan-29 $339,440.99
4971926 SAN JOSE CA 95123 SFD 7.000 6.500 $1,985.93 360 1-Jan-29 $298,009.21
4972237 MANALAPAN NJ 07726 SFD 6.875 6.500 $1,754.00 360 1-Nov-28 $266,095.01
4972320 RANCHO PALOS VERDES CA 90275 SFD 7.000 6.500 $2,408.40 360 1-Feb-29 $361,703.27
4972326 ARCADIA CA 91007 SFD 6.875 6.500 $2,279.55 360 1-Feb-29 $346,708.47
4972363 MEMPHIS TN 38120 SFD 7.125 6.500 $2,283.91 360 1-Feb-29 $338,728.90
4972441 WEST HILLS AREA CA 91304 SFD 7.125 6.500 $2,054.85 360 1-Feb-29 $304,756.09
4972443 NEWPORT BEACH CA 92660 PUD 7.375 6.500 $1,809.57 360 1-Feb-29 $261,800.64
4972505 LOS ANGELES CA 90066 SFD 6.875 6.500 $1,889.99 360 1-Feb-29 $287,458.29
4972564 SAN MARINO CA 91108 SFD 7.375 6.500 $2,217.07 360 1-Feb-29 $320,755.74
4972587 FREEHOLD NJ 07728 SFD 6.625 6.358 $2,061.80 360 1-Nov-28 $320,854.19
4972624 BENTONVILLE AR 72712 SFD 6.750 6.483 $2,594.39 360 1-Feb-29 $399,655.61
4973002 GREAT NECK NY 11021 SFD 7.250 6.500 $2,701.42 360 1-Feb-29 $395,382.16
4973251 TULSA OK 74114 SFD 7.375 6.500 $2,315.14 360 1-Jan-29 $334,688.32
4973254 ROGERS AR 72758 SFD 6.875 6.500 $1,970.79 360 1-Feb-29 $299,747.96
4973387 CUPERTINO CA 95014 SFD 6.875 6.500 $4,130.77 360 1-Feb-29 $628,271.73
4973433 CALABASAS CA 91302 SFD 7.250 6.500 $2,981.11 360 1-Feb-29 $436,659.10
4973547 GRESHAM OR 97080 SFD 7.000 6.500 $1,676.56 360 1-Feb-29 $251,793.44
4973584 FAIR OAKS CA 95628 SFD 6.875 6.500 $2,220.42 360 1-Feb-29 $337,716.04
4973609 OGDEN UT 84403 SFD 6.750 6.483 $2,172.80 360 1-Jan-29 $334,421.52
4973629 CLAYTON CA 94517 SFD 7.000 6.500 $2,105.69 360 1-Jan-29 $315,979.62
4973799 LAKE ALMANOR CA 96137 SFD 7.000 6.500 $2,105.69 360 1-Feb-29 $316,240.56
4973845 FOSTER CITY CA 94404 SFD 7.000 6.500 $2,375.13 360 1-Feb-29 $356,707.37
4974502 WINCHESTER MA 01890 SFD 6.500 6.233 $2,370.26 360 1-Mar-29 $375,000.00
4974774 LOS ANGELES CA 90045 SFD 6.500 6.233 $1,674.99 360 1-Mar-29 $265,000.00
4974971 LA JOLLA CA 92037 SFD 7.000 6.500 $3,645.86 360 1-Jan-29 $547,098.99
4975357 ISSAQUAH WA 98029 SFD 7.250 6.500 $1,944.21 360 1-Dec-28 $284,328.95
4975950 NEWBURY PARK CA 91320 SFD 7.000 6.500 $3,060.40 360 1-Mar-29 $460,000.00
4975962 SARATOGA CA 95070 SFD 7.125 6.500 $4,379.18 360 1-Mar-29 $650,000.00
4976101 DANVILLE CA 94526 SFD 7.125 6.500 $1,778.62 360 1-Dec-28 $263,362.88
4976125 SOUTH SAN FRANCISCO CA 94080 SFD 6.375 6.108 $3,150.55 360 1-Mar-29 $505,000.00
4976127 CARNATION WA 98014 PUD 7.250 6.500 $1,705.44 360 1-Dec-28 $249,411.38
4976263 WALNUT CA 91789 SFD 7.000 6.500 $1,729.79 360 1-Feb-29 $259,786.88
4976390 YORBA LINDA CA 92887 SFD 7.125 6.500 $3,076.20 360 1-Feb-29 $456,234.86
4976570 HADDONFIELD NJ 08033 SFD 6.500 6.233 $1,801.39 360 1-Dec-28 $284,222.88
4976597 CASTLE ROCK CO 80104 SFD 7.125 6.500 $2,021.16 360 1-Feb-29 $299,760.09
4976821 ENCINO CA 91436 SFD 6.375 6.108 $2,545.39 360 1-Feb-29 $407,622.11
4977846 BETHESDA MD 20816 SFD 7.250 6.500 $2,653.67 360 1-Feb-29 $388,696.54
4978610 SAN FRANCISCO CA 94114 SFD 6.750 6.483 $4,864.49 360 1-Mar-29 $750,000.00
4984266 LA CANADA FLINTRIDGE CA 91011 SFD 6.750 6.483 $3,071.77 360 1-Mar-29 $473,600.00
4985399 DALLAS TX 75225 SFD 6.875 6.500 $1,708.02 360 1-Mar-29 $260,000.00
6535002 FLOWER MOUND TX 75028 SFD 6.625 6.358 $1,677.61 360 1-Nov-28 $261,067.71
6568813 CASTLE ROCK CO 80104 SFD 7.125 6.500 $2,122.21 360 1-Feb-29 $314,748.10
6604493 BAILEY CO 80421 SFD 7.250 6.500 $4,011.20 360 1-Feb-29 $587,541.30
6626593 CASTLE ROCK CO 80104 SFD 7.250 6.500 $2,285.29 360 1-Feb-29 $334,738.67
6640244 PRINCETON NJ 08540 PUD 7.375 6.500 $3,410.21 360 1-Jan-29 $492,996.29
6687215 HIGHLANDS RANCH CO 80126 PUD 6.875 6.500 $3,087.57 360 1-Feb-29 $469,605.14
6765253 LAKEVILLE MA 02347 SFD 6.875 6.500 $1,876.19 360 1-Dec-28 $284,876.05
6798676 CLARK CO 80428 SFD 7.250 6.500 $2,217.07 360 1-Feb-29 $324,746.47
6815257 COALVILLE UT 84017 SFD 7.375 6.500 $3,867.78 360 1-Feb-29 $559,573.89
6824582 PUEBLO CO 81005 SFD 7.250 6.500 $1,890.77 360 1-Feb-29 $276,552.80
6826977 CHINO HILLS CA 91709 SFD 7.375 6.500 $3,629.08 360 1-Feb-29 $525,039.18
6853801 ROCKAWAY TWP NJ 07005 SFD 7.500 6.500 $2,482.21 360 1-Jan-29 $354,321.55
6854080 LANDENBERG PA 19350 SFD 6.625 6.358 $3,703.56 360 1-Jan-29 $577,376.56
6867122 LAS FLORES CA 92688 SFD 6.875 6.500 $1,776.34 360 1-Jan-29 $269,944.36
6872708 CRANBURY NJ 08512 SFD 7.625 6.500 $2,366.86 360 1-Dec-28 $333,669.30
6898891 ESCONDIDO CA 92027 PUD 7.375 6.500 $1,970.84 360 1-Jan-29 $284,914.41
6899245 MINNETONKA MN 55305 SFD 7.375 6.500 $2,313.76 360 1-Jan-29 $334,488.62
6910460 PUEBLO CO 81005 SFD 7.500 6.500 $1,873.89 360 1-Feb-29 $267,801.11
6914422 LAS FLORES CA 92688 SFD 7.125 6.500 $2,481.31 360 1-Dec-28 $367,411.15
6928221 LINCOLN RI 02865 SFD 7.375 6.500 $1,791.27 360 1-Feb-29 $259,152.65
6953171 CORTE MADERA CA 94925 SFD 6.875 6.500 $2,677.64 360 1-Feb-29 $407,257.57
6954935 OVERLAND PARK KS 66221 SFD 7.125 6.500 $2,123.52 360 1-Jan-29 $314,525.06
6972185 CHINO HILLS CA 91709 SFD 6.875 6.500 $4,270.04 360 1-Mar-29 $650,000.00
6977519 BEVERLY MA 01923 SFD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,430.53
7001483 SONOMA CA 95476 SFD 7.125 6.500 $2,526.44 360 1-Feb-29 $374,700.12
7018002 UPLAND CA 91784 SFD 6.875 6.500 $2,627.72 360 1-Jan-29 $399,325.97
7042002 BLAIRSTOWN NJ 07825 SFD 7.500 6.500 $2,146.59 360 1-Feb-29 $306,772.16
7070801 APPLE VALLEY MN 55124 SFD 7.625 6.500 $2,021.81 360 1-Dec-28 $285,025.82
7076617 COTO DE CAZA CA 92679 SFD 6.875 6.500 $3,013.00 360 1-Feb-29 $458,264.68
7083949 SPARKS NV 89436 SFD 7.500 6.500 $2,097.64 360 1-Jan-29 $299,553.33
7084504 PHOENIX AZ 85024 SFD 7.250 6.500 $2,245.93 360 1-Oct-28 $327,930.23
7101386 ST LOUIS MO 63131 SFD 7.250 6.500 $2,728.71 360 1-Nov-28 $398,349.11
7101913 TRABUCO CANYON CA 92679 SFD 7.125 6.500 $1,800.30 360 1-Jan-29 $266,789.35
7102461 SAN MATEO CA 94401 SFD 6.875 6.500 $1,773.71 360 1-Feb-29 $269,773.17
7108072 PHOENIX AZ 85018 SFD 7.000 6.500 $1,916.07 360 1-Feb-29 $287,663.93
7108274 GAITHERSBURG MD 20878 SFD 7.000 6.500 $2,446.85 360 1-Feb-29 $367,478.53
7119796 RIDGWAY CO 81432 SFD 7.500 6.500 $1,887.88 360 1-Feb-29 $269,799.62
7123420 ROCKVILLE MD 20850 SFD 6.750 6.483 $2,529.53 360 1-Feb-29 $389,664.22
7130701 AVON MN 56310 SFD 7.125 6.500 $2,371.49 360 1-Feb-29 $351,718.51
7132046 CAMARILLO CA 93010 SFD 6.750 6.483 $2,224.04 360 1-Jan-29 $342,307.88
7139443 SANTA CLARA CA 95054 PUD 7.250 6.500 $2,142.03 360 1-Jan-29 $313,508.62
7149324 SAN CLEMENTE CA 92673 SFD 7.250 6.500 $1,874.28 360 1-Jan-29 $274,320.04
7152839 RANCHO SANTA MARG CA 92688 PUD 7.000 6.500 $1,851.11 360 1-Jan-29 $277,778.53
7153335 ANDOVER MA 01810 SFD 7.375 6.500 $2,202.39 240 1-Jan-19 $274,984.61
7161217 GILROY CA 95020 SFD 7.125 6.500 $1,997.45 360 1-Feb-29 $296,244.91
7167048 SAN DIEGO CA 92131 SFD 7.000 6.500 $2,079.50 360 1-Jan-29 $312,051.10
7177777 COLUMBIA MD 21044 SFD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,530.53
7192834 NEW ROCHELLE NY 10805 SFD 7.250 6.500 $2,755.99 360 1-Feb-29 $403,684.84
7202698 SAN DIEGO CA 92131 SFD 7.125 6.500 $2,775.72 360 1-Feb-29 $411,670.53
7202841 ACAMPO CA 95220 SFD 7.250 6.500 $2,223.89 360 1-Jan-29 $325,489.85
7205254 POTOMAC MD 20854 SFD 6.875 6.500 $3,908.73 360 1-Feb-29 $594,500.12
7209576 RANCHO CUCAMONGA CA 91730 SFD 7.500 6.500 $1,821.73 360 1-Feb-29 $260,346.65
7211224 MAPLE GROVE MN 55311 SFD 7.375 6.500 $2,541.68 360 1-Jan-29 $355,546.49
7223958 SACRAMENTO CA 95831 SFD 7.750 6.500 $2,149.24 360 1-Feb-29 $299,788.26
7229978 CLARKSVILLE MD 21029 PUD 7.250 6.500 $2,298.25 360 1-Feb-29 $336,637.19
7232782 SAN CLEMENTE CA 92673 PUD 7.625 6.500 $2,459.58 360 1-Feb-29 $347,248.49
7238884 GLENVIEW IL 60025 SFD 7.750 6.500 $2,288.04 360 1-Jan-29 $318,922.72
7261593 TUSTIN CA 92782 PUD 7.000 6.500 $3,455.25 360 1-Jan-29 $518,496.10
7261738 DIX HILLS NY 11746 SFD 7.375 6.500 $2,624.57 360 1-Dec-28 $379,127.20
7280093 PIKE ROAD AL 36064 SFD 7.125 6.500 $1,637.14 360 1-Nov-28 $242,215.74
7282774 BUENA PARK CA 90620 SFD 7.000 6.500 $2,038.49 360 1-Jan-29 $305,896.22
7283502 UNION CITY CA 94587 SFD 7.375 6.500 $2,076.51 360 1-Dec-28 $299,858.86
7289833 SAN DIEGO CA 92131 PUD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,530.53
7298818 BASALT CO 81621 PUD 7.250 6.500 $5,457.41 360 1-Feb-29 $799,375.92
7311086 LA HABRA HEIGHTS CA 90631 SFD 6.625 6.358 $2,999.86 360 1-Feb-29 $468,086.65
7312412 BRISBANE CA 94005 LCO 7.250 6.500 $1,995.37 360 1-Jan-29 $292,042.26
7312732 LAGUNA BEACH CA 92651 PUD 7.125 6.500 $6,669.81 360 1-Nov-28 $986,804.95
7322294 CLIVE IA 50325 SFD 6.000 5.733 $1,915.56 360 1-Jan-29 $318,862.29
7324128 CHAPEL HILL NC 27514 SFD 7.000 6.500 $1,929.38 360 1-Feb-29 $289,762.29
7326830 SAN JOSE CA 95121 PUD 7.625 6.500 $1,894.41 360 1-Feb-29 $267,456.28
7328159 GROSSE POINTE SHORES MI 48236 SFD 7.250 6.500 $3,274.45 360 1-Jan-29 $479,248.84
7328330 ANDOVER MA 01810 SFD 7.250 6.500 $2,490.63 360 1-Feb-29 $364,815.18
7328670 MARTINEZ CA 94553 SFD 7.125 6.500 $1,987.47 360 1-Feb-29 $294,764.09
7330151 CASTAIC CA 91384 SFD 7.250 6.500 $1,657.35 360 1-Dec-28 $242,377.98
7331617 VERNON HILLS IL 60061 SFD 7.500 6.500 $2,055.69 360 1-Feb-29 $293,781.81
7336680 WALNUT CREEK CA 94598 SFD 7.250 6.500 $1,901.91 360 1-Nov-28 $277,624.27
7343634 TRACY CA 95376 SFD 7.250 6.500 $1,898.37 360 1-Jan-29 $277,845.51
7347212 WAYZATA MN 55391 SFD 7.000 6.500 $4,487.07 360 1-Dec-28 $672,771.79
7347768 TEMPE AZ 85284 SFD 7.875 6.500 $2,900.28 360 1-Dec-28 $399,168.73
7354743 LITTLETON CO 80123 PUD 7.250 6.500 $1,896.45 360 1-Feb-29 $277,783.13
7356806 WILTON CT 06897 SFD 6.750 6.483 $1,621.50 360 1-Dec-28 $249,350.61
7360521 BELVEDERE CA 94920 SFD 7.125 6.500 $4,028.84 360 1-Feb-29 $597,521.79
7361917 LAS VEGAS NV 89129 SFD 7.250 6.500 $2,387.62 360 1-Feb-29 $349,726.96
7362003 SAN JOSE CA 95148 SFD 6.750 6.483 $1,997.42 360 1-Jan-29 $307,428.22
7364315 TUSTIN CA 92782 SFD 6.875 6.500 $3,214.02 360 1-Jan-29 $488,425.59
7368328 EDEN PRAIRIE MN 55347 SFD 7.125 6.500 $2,479.28 360 1-Feb-29 $367,705.72
7371021 STRATHAM NH 03885 SFD 7.375 6.500 $2,590.03 360 1-Jan-29 $374,377.87
7375628 LOS GATOS CA 95030 SFD 7.125 6.500 $1,886.41 360 1-Feb-29 $279,776.09
7376292 LANDENBURG PA 19350 SFD 7.625 6.500 $2,138.86 240 1-Jan-19 $262,061.60
7378016 WEST NEWBURY MA 01985 SFD 7.750 6.500 $2,590.55 360 1-Jan-29 $361,087.91
7379294 PLYMOUTH MN 55441 SFD 7.250 6.500 $2,056.76 360 1-Feb-29 $301,264.80
7380258 MAHWAH NJ 07430 SFD 7.500 6.500 $2,796.86 360 1-Jan-29 $399,404.42
7382823 ARCADIA CA 91007 SFD 7.250 6.500 $2,489.94 360 1-Feb-29 $364,515.27
7382944 MORRO BAY CA 93442 SFD 7.125 6.500 $1,760.09 360 1-Feb-29 $261,041.08
7385306 INCLINE VILLAGE NV 89451 SFD 7.000 6.500 $6,519.96 360 1-Dec-28 $977,576.04
7385677 CLOSTER NJ 07670 SFD 7.000 6.500 $2,435.01 360 1-Jan-29 $365,131.68
7386131 SAUSALITO CA 94965 LCO 7.500 6.500 $2,188.54 360 1-Dec-28 $312,298.77
7388221 WEST LINN OR 97068 SFD 7.375 6.500 $2,268.87 360 1-Jan-29 $327,998.54
7388579 BONNEY LAKE WA 98390 SFD 7.000 6.500 $1,936.03 360 1-Jan-29 $290,521.55
7391924 DANVILLE CA 94506 SFD 7.000 6.500 $4,324.47 360 1-Feb-29 $649,467.20
7393415 BOCA RATON FL 33431 SFD 7.250 6.500 $2,899.25 360 1-Dec-28 $423,999.36
7399732 SAN FRANCISCO CA 94112 SFD 7.375 6.500 $1,890.72 360 1-Jan-29 $273,332.04
7402264 SAN FRANCISCO CA 94111 LCO 7.750 6.500 $2,514.61 360 1-Dec-28 $350,251.97
7403918 CAVENDISH VT 05142 SFD 7.750 6.500 $2,982.07 360 1-Feb-29 $415,956.21
7404288 HOLLISTER CA 95023 SFD 6.750 6.483 $1,702.06 360 1-Feb-29 $262,196.06
7404294 HOLLISTER CA 95023 SFD 7.500 6.500 $1,979.54 360 1-Feb-29 $282,898.89
7410446 GRANITE BAY CA 95746 SFD 7.000 6.500 $2,388.77 360 1-Feb-29 $358,755.69
7412750 TRABUCO CANYON CA 92679 SFD 7.000 6.500 $2,892.40 360 1-Jan-29 $433,960.84
7412780 PLEASANTON CA 94010 SFD 7.375 6.500 $2,728.17 360 1-Feb-29 $394,699.43
7413752 THOUSAND OAKS CA 91362 SFD 6.875 6.500 $2,102.17 360 1-Feb-29 $319,731.16
7414972 WILTON CT 06897 SFD 7.250 6.500 $2,162.50 360 1-Feb-29 $316,752.71
7425078 OMAHA NE 68135 SFD 7.000 6.500 $2,627.94 360 1-Jan-29 $394,350.57
7432174 LOS ALTOS CA 94022 SFD 7.000 6.500 $2,993.86 360 1-Jan-29 $449,109.25
7432854 LAGUNA NIGUEL CA 92677 SFD 7.000 6.500 $2,195.50 360 1-Feb-29 $329,729.50
7433001 ISSAQUAH WA 98029 SFD 6.875 6.500 $2,196.44 360 1-Feb-29 $334,069.11
7433726 BERNARDS TWP NJ 07931 SFD 7.250 6.500 $4,707.02 360 1-Jan-29 $688,920.21
7437004 SAN JOSE CA 95111 SFD 7.125 6.500 $1,780.30 360 1-Feb-29 $264,038.68
7438058 FAIRFIELD CT 06430 SFD 7.250 6.500 $2,217.07 360 1-Feb-29 $324,746.47
7438234 ROCKVILLE MD 20853 SFD 7.125 6.500 $1,974.00 360 1-Feb-29 $292,765.69
7439409 RYE NY 10580 SFD 7.375 6.500 $2,533.05 360 1-Jan-29 $366,190.15
7443634 KIRKLAND WA 98033 SFD 7.375 6.500 $2,058.21 360 1-Feb-29 $297,773.25
7447896 NEWPORT BEACH CA 92660 SFD 7.250 6.500 $6,125.94 360 1-Feb-29 $897,299.48
7449396 SALINAS CA 93907 SFD 7.250 6.500 $2,674.13 360 1-Feb-29 $391,694.20
7451176 LOS ANGELES CA 90046 SFD 7.375 6.500 $1,781.94 360 1-Feb-29 $257,803.68
7452386 INCLINE VILLAGE NV 89450 SFD 7.875 6.500 $2,465.24 360 1-Dec-28 $339,293.41
7452413 EL CAJON CA 92021 SFD 7.250 6.500 $2,237.54 360 1-Jan-29 $327,486.71
7455839 ESCONDIDO CA 92027 SFD 7.125 6.500 $1,724.72 360 1-Feb-29 $255,795.28
7457172 HERNDON VA 20171 SFD 7.000 6.500 $2,214.13 360 1-Feb-29 $332,527.20
7457188 PLYMOUTH MN 55446 SFD 7.375 6.500 $2,237.10 360 1-Dec-28 $323,156.06
7459650 SAN DIEGO CA 92131 SFD 7.000 6.500 $2,827.54 360 1-Feb-29 $424,651.63
7460458 PARK CITY UT 84060 SFD 7.125 6.500 $1,987.47 360 1-Dec-28 $294,288.06
7460514 TROY MI 48084 SFD 7.750 6.500 $2,279.98 360 1-Jan-29 $317,799.31
7461248 ENCINO CA 91436 SFD 7.375 6.500 $2,624.57 360 1-Jan-29 $379,419.92
7461873 VENTURA CA 93003 SFD 7.250 6.500 $4,130.58 360 1-Jan-29 $604,552.45
7462408 LAJOLLA CA 92037 SFD 7.125 6.500 $4,064.54 360 1-Feb-29 $602,817.55
7464851 SCOTTSDALE AZ 85258 PUD 7.375 6.500 $1,955.99 360 1-Feb-29 $282,984.51
7465640 OCEAN CITY NJ 08226 LCO 7.375 6.500 $3,702.02 360 1-Jan-29 $535,181.79
7467170 SAN JOSE CA 95120 SFD 7.000 6.500 $2,581.37 360 1-Feb-29 $387,681.96
7467581 SAN LEANDRO CA 94579 PUD 7.250 6.500 $1,734.09 360 1-Dec-28 $250,840.36
7470520 LONG BEACH CA 90814 SFD 7.000 6.500 $1,849.54 360 1-Jan-29 $277,542.93
7471674 GILROY CA 95020 SFD 6.875 6.500 $3,442.31 360 1-Feb-29 $523,559.77
7473275 IRVINE CA 92602 SFD 6.750 6.483 $1,653.93 360 1-Feb-29 $254,780.45
7473641 SIMI VALLEY CA 93065 SFD 7.000 6.500 $1,858.86 360 1-Feb-29 $279,170.97
7474356 PHILADELPHIA PA 19106 SFD 6.500 6.233 $3,665.99 360 1-Feb-29 $579,475.68
7475576 SIOUX FALLS SD 57105 SFD 7.625 6.500 $2,038.45 360 1-Feb-29 $287,791.55
7476738 CEDAR GROVE NJ 07009 LCO 7.250 6.500 $1,997.41 360 1-Feb-29 $292,571.59
7477382 MILL VALLEY CA 94941 SFD 7.375 6.500 $2,831.77 360 1-Feb-29 $409,688.02
7479584 ASPEN CO 81611 LCO 7.375 6.500 $3,367.04 360 1-Feb-29 $487,129.05
7482197 LAFAYETTE CA 94549 SFD 7.250 6.500 $1,790.71 360 1-Feb-29 $262,295.23
7482394 HOHOKUS NJ 07450 SFD 7.000 6.500 $3,692.43 360 1-Jan-29 $554,087.49
7484700 KELLOGG ID 83837 SFD 8.000 6.500 $2,751.25 360 1-Feb-29 $374,698.42
7484809 MAMMOTH LAKES CA 93546 SFD 6.875 6.500 $1,839.40 360 1-Feb-29 $279,764.77
7486981 BOALSBURG PA 16827 SFD 7.250 6.500 $2,268.24 360 1-Jan-29 $331,979.66
7489298 SEATTLE WA 98122 SFD 7.500 6.500 $2,209.52 360 1-Feb-29 $315,765.48
7489385 BOULDER CO 80302 PUD 7.375 6.500 $4,420.32 360 1-Jan-29 $639,023.03
7493566 LA JOLLA CA 92037 SFD 6.500 6.233 $2,544.07 360 1-Feb-29 $402,136.14
7493928 LITTLE ROCK AR 72211 SFD 7.125 6.500 $1,792.09 360 1-Jan-29 $265,459.80
7494140 HUNTINGTON BEACH CA 92647 SFD 6.625 6.358 $1,569.40 360 1-Jan-29 $244,666.32
7494269 DENVER CO 80206 SFD 6.875 6.500 $2,528.85 360 1-Feb-29 $384,626.59
7497964 LAS VEGAS NV 89118 SFD 7.250 6.500 $2,049.84 240 1-Feb-19 $258,867.07
7502012 RANCHO CUCAMONGA CA 91739 SFD 7.250 6.500 $1,910.04 360 1-Feb-29 $279,773.58
7502209 OMAHA NE 68114 SFD 7.500 6.500 $3,314.28 360 1-Feb-29 $473,648.22
7502390 STEVENSON RANCH CA 91381 PUD 7.125 6.500 $1,849.02 360 1-Feb-29 $274,230.53
7504582 PHOENIX AZ 85018 SFD 7.625 6.500 $3,255.85 360 1-Feb-29 $459,667.07
7505928 NEWPORT BEACH CA 92661 SFD 7.000 6.500 $2,321.91 360 1-Feb-29 $348,713.92
7506678 SAN JOSE CA 95131 SFD 7.625 6.500 $1,840.26 360 1-Feb-29 $259,811.82
7507800 VICTOR ID 83455 SFD 7.500 6.500 $2,069.67 360 1-Feb-29 $295,780.33
7508180 FT LAUDERDALE FL 33315 SFD 8.000 6.500 $3,026.78 360 1-Feb-29 $412,223.22
7509109 SAN DIEGO CA 92037 SFD 6.875 6.500 $4,270.04 360 1-Feb-29 $649,453.92
7509650 AMBLER PA 19002 PUD 6.625 6.358 $1,978.56 360 1-Jan-29 $308,453.25
7510050 PRIOR LAKE MN 55372 SFD 7.125 6.500 $2,071.68 360 1-Feb-29 $307,254.10
7512835 SOUTH JORDAN UT 84095 SFD 7.250 6.500 $2,483.12 360 1-Feb-29 $363,716.05
7512974 DES PERES MO 63131 SFD 7.125 6.500 $2,492.76 360 1-Feb-29 $369,704.12
7514099 LOS ANGELES CA 90272 SFD 6.875 6.500 $5,485.36 360 1-Feb-29 $834,298.49
7516762 THOUSAND OAKS CA 91362 SFD 7.500 6.500 $2,398.31 360 1-Feb-29 $342,745.44
7517637 ISSAQUAH WA 98029 PUD 6.875 6.500 $2,223.38 360 1-Jan-29 $337,595.65
7519043 GREAT FALLS VA 22066 SFD 7.250 6.500 $2,296.24 360 1-Jan-29 $336,078.25
7519633 MOORPARK CA 93021 SFD 7.375 6.500 $2,065.12 360 1-Feb-29 $298,772.48
7520615 CHICAGO IL 60657 LCO 7.250 6.500 $1,855.52 360 1-Feb-29 $271,787.81
7520910 SANTA CRUZ CA 95060 SFD 7.125 6.500 $1,996.90 360 1-Feb-29 $296,159.88
7521348 MAIDEN ROCK WI 54750 SFD 7.000 6.500 $3,459.57 360 1-Feb-29 $519,573.76
7521390 CAVE CREEK AZ 85331 SFD 6.750 6.483 $2,534.27 360 1-Feb-29 $390,393.59
7522330 MILLERSVILLE MD 21108 SFD 7.500 6.500 $2,229.80 360 1-Feb-29 $318,663.33
7522931 LEWES DE 19958 SFD 6.625 6.358 $2,381.96 360 1-Feb-29 $371,671.79
7523843 DELRAY BEACH FL 33446 SFD 7.500 6.500 $6,485.21 360 1-Jan-29 $926,119.03
7523844 PRIOR LAKE MN 55372 SFD 7.000 6.500 $1,776.36 360 1-Feb-29 $266,781.14
7524337 SAN DIEGO CA 92124 SFD 6.750 6.483 $1,850.13 360 1-Feb-29 $285,004.40
7525221 AVALON NJ 08202 LCO 7.500 6.500 $2,482.21 360 1-Feb-29 $354,736.54
7525284 MODESTO CA 95351 SFD 7.000 6.500 $4,144.83 360 1-Feb-29 $622,489.34
7527474 REDWOOD CITY CA 94065 SFD 6.875 6.500 $2,594.87 360 1-Feb-29 $394,668.15
7528424 MOUNTAIN VIEW CA 94040 SFD 6.875 6.500 $2,299.25 360 1-Jan-29 $349,410.23
7530404 BAKERSFIELD CA 93312 SFD 7.625 6.500 $2,104.62 360 1-Feb-29 $297,134.79
7530413 COTO DE CAZA AREA CA 92679 SFD 7.375 6.500 $4,489.39 360 1-Feb-29 $649,505.40
7530666 SAN DIEGO CA 92130 SFD 7.375 6.500 $3,757.27 360 1-Feb-29 $543,586.06
7531161 FREMONT CA 94539 PUD 6.750 6.483 $3,986.28 360 1-Jan-29 $613,538.72
7531175 PHOENIX AZ 85028 SFD 7.125 6.500 $5,692.92 360 1-Feb-29 $844,324.27
7531401 LOS ANGELES CA 90210 SFD 7.375 6.500 $4,731.12 360 1-Feb-29 $684,478.78
7531842 CHEVY CHASE MD 20815 SFD 6.875 6.500 $4,270.04 360 1-Feb-29 $649,453.92
7532277 ATLANTA GA 30306 SFD 7.000 6.500 $1,846.35 360 1-Feb-29 $277,292.52
7532443 SCOTTSDALE AZ 85259 SFD 7.375 6.500 $2,144.93 360 1-Feb-29 $310,318.69
7532831 PALO ALTO CA 94303 SFD 7.000 6.500 $2,407.06 360 1-Feb-29 $361,503.44
7533386 MADISONVILLE LA 70447 SFD 7.500 6.500 $3,216.39 360 1-Mar-29 $460,000.00
7533601 FREMONT CA 94555 PUD 6.875 6.500 $1,944.51 360 1-Feb-29 $295,751.32
7533810 HOLLISTER CA 95023 SFD 7.000 6.500 $2,118.32 360 1-Feb-29 $318,139.01
7533967 CHINO HILLS CA 91709 SFD 6.750 6.483 $4,147.14 360 1-Feb-29 $638,849.49
7534012 MUKILTEO WA 98275 SFD 6.750 6.483 $2,853.83 360 1-Feb-29 $439,621.17
7534105 FOSTER CITY CA 94404 SFD 7.375 6.500 $2,817.95 360 1-Feb-29 $407,689.55
7534284 ST CHARLES IL 60175 PUD 7.375 6.500 $1,900.74 360 1-Feb-29 $274,990.59
7535270 CHANHASSEN MN 55331 SFD 7.000 6.500 $4,929.89 360 1-Jan-29 $739,678.43
7538401 BOULDER CO 80304 SFD 7.000 6.500 $3,353.12 360 1-Feb-29 $503,586.88
7538573 CARLSBAD CA 92009 SFD 7.125 6.500 $1,852.73 360 1-Feb-29 $274,780.08
7538693 FAIRFIELD CT 06430 SFD 7.125 6.500 $2,021.16 360 1-Feb-29 $299,760.09
7539553 ATLANTA GA 30306 SFD 7.000 6.500 $2,461.62 360 1-Feb-29 $369,696.71
7540623 SAN DIEGO CA 92116 SFD 7.375 6.500 $2,548.25 360 1-Feb-29 $368,669.26
7541168 ORION MI 48359 SFD 7.375 6.500 $1,893.14 360 1-Feb-29 $273,614.09
7542566 PASADENA CA 91107 SFD 7.375 6.500 $1,968.42 360 1-Feb-29 $284,783.14
7542643 MERCER ISLAND WA 98040 SFD 6.875 6.500 $3,613.11 360 1-Feb-29 $549,537.93
7544146 UNION CITY CA 94587 SFD 7.000 6.500 $1,846.61 360 1-Feb-29 $277,332.49
7545971 MORAGA CA 94553 SFD 6.875 6.500 $2,430.64 360 1-Feb-29 $369,689.15
7545978 REDWOOD CITY CA 94065 SFD 7.000 6.500 $3,438.28 360 1-Feb-29 $516,376.39
7546844 WEST DES MOINES IA 50266 SFD 6.875 6.500 $1,839.40 360 1-Feb-29 $279,764.77
7547599 BUTTE MT 59701 SFD 7.125 6.500 $1,979.38 360 1-Feb-29 $293,565.06
7549011 NORTHBROOK IL 60062 SFD 7.500 6.500 $1,887.88 360 1-Feb-29 $269,799.62
7549596 CANTON MA 02021 SFD 7.125 6.500 $2,863.30 360 1-Feb-29 $424,660.14
7550708 ATLANTA GA 30068 SFD 6.750 6.483 $2,129.35 360 1-Feb-29 $328,017.34
7551265 MAPLE VALLEY WA 98038 PUD 7.000 6.500 $2,334.88 360 1-Feb-29 $350,662.33
7552130 HALF MOON BAY CA 94019 PUD 7.125 6.500 $4,338.75 360 1-Feb-29 $643,485.00
7552985 VALLEY VILLAGE CA 91607 SFD 7.375 6.500 $2,590.03 360 1-Feb-29 $374,714.66
7553112 FREMONT CA 94539 SFD 7.125 6.500 $4,379.17 360 1-Feb-29 $649,480.21
7553880 AHAHEIM CA 92807 SFD 7.125 6.500 $4,136.63 360 1-Feb-29 $613,509.00
7554584 GREENSBORO NC 27408 SFD 6.750 6.483 $1,848.50 360 1-Feb-29 $284,754.63
7555619 DENVER CO 80206 SFD 7.000 6.500 $6,001.03 360 1-Feb-29 $901,260.64
7556001 SCOTTSDALE AZ 85255 PUD 7.125 6.500 $1,987.47 360 1-Feb-29 $294,764.09
7558845 SEATTLE WA 98199 SFD 6.875 6.500 $1,970.79 360 1-Feb-29 $299,747.96
7559038 WALTON NE 68461 SFD 7.500 6.500 $3,265.33 360 1-Mar-29 $467,000.00
7559144 OLDSMAR FL 34677 SFD 7.375 6.500 $1,868.28 360 1-Feb-29 $270,294.17
7559274 EDINA MN 55435 PUD 7.125 6.500 $2,673.65 360 1-Feb-29 $396,532.65
7560223 HOLLISTER CA 95023 PUD 7.875 6.500 $2,801.67 360 1-Feb-29 $386,134.08
7560854 SCOTTSDALE AZ 85260 SFD 7.750 6.500 $1,934.31 360 1-Feb-29 $269,809.44
7561371 PINEHURST NC 28374 SFD 6.750 6.483 $2,561.96 360 1-Feb-29 $394,659.92
7561507 WEST HOLLYWOOD CA 90048 SFD 7.125 6.500 $2,491.96 360 1-Feb-29 $369,586.21
7562715 CLIVE IA 50325 SFD 7.250 6.500 $1,901.02 360 1-Feb-29 $278,452.61
7563224 LAFAYETTE CA 94549 SFD 6.875 6.500 $2,236.84 360 1-Feb-29 $340,213.94
7563387 OXNARD CA 93035 SFD 7.000 6.500 $3,326.51 360 1-Feb-29 $499,590.16
7563845 BEND OR 97701 SFD 7.125 6.500 $1,994.88 360 1-Mar-29 $296,100.00
7563967 HAWORTH NJ 07641 SFD 7.000 6.500 $2,428.35 360 1-Feb-29 $364,700.82
7564230 SAN DIEGO CA 92130 SFD 6.875 6.500 $2,150.78 360 1-Feb-29 $327,124.95
7565693 GRAND JUNCTION CO 81503 PUD 7.125 6.500 $1,909.99 360 1-Feb-29 $283,273.29
7567277 WILSONVILLE OR 97070 SFD 7.125 6.500 $6,602.44 360 1-Feb-29 $979,216.31
7569215 GREENWICH CT 06870 LCO 7.125 6.500 $2,501.18 360 1-Feb-29 $370,953.12
7569256 ST CLAIR SHORES MI 48081 SFD 7.000 6.500 $2,089.05 360 1-Feb-29 $313,542.62
7570253 BROOMFIELD CO 80020 SFD 7.375 6.500 $2,939.51 360 1-Feb-29 $425,276.16
7575326 SAN MATEO CA 94402 SFD 7.125 6.500 $2,758.88 360 1-Feb-29 $409,172.53
7575789 SCOTTSDALE AZ 85262 SFD 7.125 6.500 $4,311.80 360 1-Feb-29 $639,488.20
7579964 ASPEN CO 81611 LCO 7.125 6.500 $4,379.17 360 1-Feb-29 $649,480.21
$425,164,518.80
</TABLE>
<TABLE>
<CAPTION>
(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>
4705487 80.00 0.250 0.017 0.483
4742693 78.90 0.250 0.017 0.000
4806150 80.00 0.250 0.017 0.483
4811191 72.82 0.250 0.017 0.983
4811212 74.36 0.250 0.017 0.983
4826965 89.99 17 0.250 0.017 1.108
4828203 72.86 0.250 0.017 0.000
4863026 61.92 0.250 0.017 0.483
4863294 80.51 0.250 0.017 0.608
4864770 65.68 0.250 0.017 0.483
4867159 62.50 0.250 0.017 0.108
4869274 70.00 0.250 0.017 0.000
4871144 80.00 0.250 0.017 0.358
4872056 73.00 0.250 0.017 0.483
4879169 44.25 0.250 0.017 0.108
4879533 90.00 11 0.250 0.017 0.483
4882399 53.33 0.250 0.017 0.633
4882921 78.93 0.250 0.017 0.358
4883025 66.44 0.250 0.017 0.608
4884309 80.00 0.250 0.017 0.583
4884445 80.00 0.250 0.017 0.383
4885873 80.00 0.250 0.017 0.633
4885995 80.00 0.250 0.017 0.608
4889844 95.00 12 0.250 0.017 0.983
4890131 79.75 0.250 0.017 0.000
4890859 15.83 0.250 0.017 0.358
4890897 51.16 0.250 0.017 0.233
4894621 76.74 0.250 0.017 0.108
4896525 60.22 0.250 0.017 0.483
4899129 80.00 0.250 0.017 0.733
4899802 76.74 0.250 0.017 0.983
4900324 80.00 0.250 0.017 0.000
4902505 73.80 0.250 0.017 0.608
4902559 67.21 0.250 0.017 0.608
4903001 68.91 0.250 0.017 0.858
4903034 76.51 0.250 0.017 0.358
4904541 69.89 0.250 0.017 0.233
4904544 69.93 0.250 0.017 0.108
4905214 42.00 0.250 0.017 0.233
4905921 37.79 0.250 0.017 0.108
4906556 75.00 0.250 0.017 0.608
4906710 54.78 0.250 0.017 0.233
4907899 85.53 17 0.250 0.017 0.108
4908636 70.00 0.250 0.017 0.233
4909054 47.89 0.250 0.017 0.483
4910984 75.00 0.250 0.017 0.108
4911806 80.00 0.250 0.017 0.608
4912623 57.46 0.250 0.017 0.358
4913297 69.23 0.250 0.017 0.483
4913555 80.00 0.250 0.017 0.358
4914282 58.76 0.250 0.017 0.733
4914745 69.87 0.250 0.017 0.358
4915095 89.93 33 0.250 0.017 0.358
4917247 70.00 0.250 0.017 0.983
4917277 79.45 0.250 0.017 0.483
4917806 86.19 33 0.250 0.017 0.483
4918621 73.17 0.250 0.017 0.483
4918815 20.73 0.250 0.017 0.233
4920043 85.00 01 0.250 0.017 0.483
4920184 39.22 0.250 0.017 0.108
4920221 65.65 0.250 0.017 0.483
4920278 49.52 0.250 0.017 0.483
4921055 72.97 0.250 0.017 0.483
4921903 74.06 0.250 0.017 0.000
4923047 14.04 0.250 0.017 0.233
4923432 80.00 0.250 0.017 0.483
4924648 76.77 0.250 0.017 0.483
4925176 75.00 0.250 0.017 0.483
4926749 89.98 11 0.250 0.017 0.358
4926839 71.43 0.250 0.017 0.108
4927671 80.00 0.250 0.017 0.000
4927852 66.42 0.250 0.017 0.000
4928113 80.00 0.250 0.017 0.233
4929321 84.11 13 0.250 0.017 0.608
4929488 87.40 12 0.250 0.017 0.733
4930236 78.57 0.250 0.017 0.858
4930243 69.23 0.250 0.017 0.608
4930387 80.00 0.250 0.017 0.108
4930614 80.00 0.250 0.017 0.233
4931037 80.00 0.250 0.017 0.233
4931441 33.33 0.250 0.017 0.233
4931753 47.97 0.250 0.017 0.733
4931943 75.36 0.250 0.017 0.608
4932250 81.58 06 0.250 0.017 0.000
4932256 67.97 0.250 0.017 0.000
4932415 45.94 0.250 0.017 0.483
4933430 28.62 0.250 0.017 0.483
4933563 75.00 0.250 0.017 0.733
4933602 75.90 0.250 0.017 0.483
4933720 66.34 0.250 0.017 1.358
4934785 80.00 0.250 0.017 0.608
4935272 80.00 0.250 0.017 0.358
4935518 41.25 0.250 0.017 0.358
4935619 69.80 GD 5YR 0.250 0.017 0.233
4935772 35.56 0.250 0.017 0.108
4935892 66.28 0.250 0.017 0.608
4935922 95.00 11 0.250 0.017 0.608
4935954 80.00 0.250 0.017 0.233
4936094 87.79 24 0.250 0.017 0.000
4936732 57.14 0.250 0.017 0.000
4936751 75.47 0.250 0.017 0.000
4936886 67.67 0.250 0.017 0.108
4936932 70.18 0.250 0.017 0.233
4936949 80.00 0.250 0.017 0.000
4937001 80.00 0.250 0.017 0.483
4937036 70.71 0.250 0.017 0.608
4937103 76.95 0.250 0.017 0.233
4937117 74.62 0.250 0.017 0.233
4937130 80.00 0.250 0.017 0.483
4937201 68.49 0.250 0.017 0.983
4937205 75.00 0.250 0.017 0.483
4937810 79.63 0.250 0.017 0.233
4937878 90.00 13 0.250 0.017 0.608
4937901 48.70 0.250 0.017 0.608
4937904 79.96 0.250 0.017 0.483
4937914 90.00 01 0.250 0.017 0.608
4937955 90.00 12 0.250 0.017 0.483
4938096 89.83 12 0.250 0.017 0.483
4938120 80.00 0.250 0.017 0.358
4938232 80.00 0.250 0.017 0.733
4938268 80.00 0.250 0.017 0.108
4938271 72.56 0.250 0.017 0.233
4938417 67.88 0.250 0.017 0.108
4938549 79.01 0.250 0.017 0.358
4938564 50.21 0.250 0.017 0.483
4938729 68.56 0.250 0.017 0.358
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4943706 73.26 0.250 0.017 0.108
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4951240 78.00 0.250 0.017 0.358
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4951740 89.97 12 0.250 0.017 0.000
4951750 80.00 0.250 0.017 0.483
4951805 75.00 0.250 0.017 0.733
4951842 65.82 0.250 0.017 0.733
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4952357 79.68 0.250 0.017 0.858
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4952557 80.00 0.250 0.017 0.358
4952610 80.00 0.250 0.017 0.733
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4952971 90.00 33 0.250 0.017 0.608
4953021 79.99 0.250 0.017 0.358
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4953439 76.15 0.250 0.017 0.858
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4953784 33.36 0.250 0.017 0.483
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4953818 58.85 0.250 0.017 0.733
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4954395 80.00 0.250 0.017 0.000
4954406 80.00 0.250 0.017 0.608
4954411 77.65 0.250 0.017 0.608
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4954435 75.00 0.250 0.017 0.233
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4954470 51.52 0.250 0.017 0.483
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4954489 69.83 0.250 0.017 0.108
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4954575 41.92 0.250 0.017 0.358
4954637 72.00 0.250 0.017 0.733
4954675 69.75 0.250 0.017 0.000
4954714 48.61 0.250 0.017 0.733
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4954915 67.89 0.250 0.017 0.358
4954926 77.93 0.250 0.017 0.233
4954935 80.00 0.250 0.017 0.483
4954956 69.74 0.250 0.017 0.358
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4955020 55.74 0.250 0.017 0.108
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4955040 61.21 0.250 0.017 0.358
4955045 56.15 0.250 0.017 0.358
4955048 74.51 0.250 0.017 0.233
4955051 80.00 0.250 0.017 0.233
4955056 78.18 0.250 0.017 0.233
4955070 78.99 0.250 0.017 0.483
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4955095 57.89 0.250 0.017 0.108
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4955848 80.00 0.250 0.017 0.483
4955931 21.83 0.250 0.017 0.108
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4956424 58.76 0.250 0.017 0.483
4956438 38.89 0.250 0.017 0.358
4956450 80.00 0.250 0.017 0.483
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4956503 66.67 0.250 0.017 0.483
4956528 89.70 13 0.250 0.017 0.358
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4956615 64.96 0.250 0.017 0.358
4956616 80.00 0.250 0.017 0.358
4956717 49.67 0.250 0.017 0.233
4956724 78.07 0.250 0.017 0.000
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4956764 77.78 0.250 0.017 0.358
4956767 53.04 0.250 0.017 0.358
4956776 80.00 0.250 0.017 0.358
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4956950 44.82 0.250 0.017 0.483
4956952 73.15 0.250 0.017 0.483
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4957051 33.90 0.250 0.017 0.858
4957052 48.23 0.250 0.017 0.483
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4958013 54.55 0.250 0.017 0.000
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7467170 80.00 0.250 0.017 0.233
7467581 75.00 0.250 0.017 0.483
7470520 61.78 0.250 0.017 0.233
7471674 80.00 0.250 0.017 0.108
7473275 80.00 0.250 0.017 0.000
7473641 74.99 0.250 0.017 0.233
7474356 80.00 0.250 0.017 0.000
7475576 90.00 06 0.250 0.017 0.858
7476738 80.00 0.250 0.017 0.483
7477382 43.50 0.250 0.017 0.608
7479584 65.00 0.250 0.017 0.608
7482197 75.00 0.250 0.017 0.483
7482394 63.07 0.250 0.017 0.233
7484700 74.99 0.250 0.017 1.233
7484809 80.00 0.250 0.017 0.108
7486981 85.92 11 0.250 0.017 0.483
7489298 80.00 0.250 0.017 0.733
7489385 80.00 0.250 0.017 0.608
7493566 70.00 0.250 0.017 0.000
7493928 80.00 0.250 0.017 0.358
7494140 95.00 06 0.250 0.017 0.000
7494269 77.00 0.250 0.017 0.108
7497964 89.99 17 0.250 0.017 0.483
7502012 80.00 0.250 0.017 0.483
7502209 33.86 0.250 0.017 0.733
7502390 89.99 11 0.250 0.017 0.358
7504582 65.71 0.250 0.017 0.858
7505928 47.16 0.250 0.017 0.233
7506678 80.00 0.250 0.017 0.858
7507800 74.00 0.250 0.017 0.733
7508180 75.00 0.250 0.017 1.233
7509109 56.52 0.250 0.017 0.108
7509650 79.97 0.250 0.017 0.000
7510050 75.00 0.250 0.017 0.358
7512835 70.00 0.250 0.017 0.483
7512974 80.00 0.250 0.017 0.358
7514099 55.67 0.250 0.017 0.108
7516762 69.29 0.250 0.017 0.733
7517637 67.83 0.250 0.017 0.108
7519043 62.33 0.250 0.017 0.483
7519633 68.11 0.250 0.017 0.608
7520615 80.00 0.250 0.017 0.483
7520910 80.00 0.250 0.017 0.358
7521348 80.00 0.250 0.017 0.233
7521390 85.87 01 0.250 0.017 0.000
7522330 89.99 01 0.250 0.017 0.733
7522931 79.93 0.250 0.017 0.000
7523843 70.00 0.250 0.017 0.733
7523844 79.70 0.250 0.017 0.233
7524337 73.14 0.250 0.017 0.000
7525221 85.54 01 0.250 0.017 0.733
7525284 70.00 0.250 0.017 0.233
7527474 65.18 0.250 0.017 0.108
7528424 70.00 0.250 0.017 0.108
7530404 95.00 17 0.250 0.017 0.858
7530413 75.87 0.250 0.017 0.608
7530666 80.00 0.250 0.017 0.608
7531161 70.00 0.250 0.017 0.000
7531175 68.98 0.250 0.017 0.358
7531401 62.27 0.250 0.017 0.608
7531842 63.23 0.250 0.017 0.108
7532277 80.00 0.250 0.017 0.233
7532443 77.64 0.250 0.017 0.608
7532831 48.24 0.250 0.017 0.233
7533386 80.00 0.250 0.017 0.733
7533601 80.00 0.250 0.017 0.108
7533810 80.00 0.250 0.017 0.233
7533967 80.00 0.250 0.017 0.000
7534012 77.19 0.250 0.017 0.000
7534105 80.00 0.250 0.017 0.608
7534284 79.08 0.250 0.017 0.608
7535270 64.43 0.250 0.017 0.233
7538401 80.00 0.250 0.017 0.233
7538573 52.38 0.250 0.017 0.358
7538693 80.00 0.250 0.017 0.358
7539553 67.27 0.250 0.017 0.233
7540623 89.99 24 0.250 0.017 0.608
7541168 87.02 06 0.250 0.017 0.608
7542566 55.34 0.250 0.017 0.608
7542643 63.15 0.250 0.017 0.108
7544146 80.00 0.250 0.017 0.233
7545971 74.75 0.250 0.017 0.108
7545978 79.99 0.250 0.017 0.233
7546844 70.00 0.250 0.017 0.108
7547599 79.41 0.250 0.017 0.358
7549011 75.00 0.250 0.017 0.733
7549596 68.55 0.250 0.017 0.358
7550708 70.00 0.250 0.017 0.000
7551265 90.00 11 0.250 0.017 0.233
7552130 70.00 0.250 0.017 0.358
7552985 76.06 0.250 0.017 0.608
7553112 72.38 0.250 0.017 0.358
7553880 58.48 0.250 0.017 0.358
7554584 78.08 0.250 0.017 0.000
7555619 60.13 0.250 0.017 0.233
7556001 58.19 0.250 0.017 0.358
7558845 44.44 0.250 0.017 0.108
7559038 79.15 0.250 0.017 0.733
7559144 79.99 0.250 0.017 0.608
7559274 80.00 0.250 0.017 0.358
7560223 80.00 0.250 0.017 1.108
7560854 75.00 0.250 0.017 0.983
7561371 72.21 0.250 0.017 0.000
7561507 60.14 0.250 0.017 0.358
7562715 90.00 01 0.250 0.017 0.483
7563224 57.66 0.250 0.017 0.108
7563387 76.34 0.250 0.017 0.233
7563845 90.00 17 0.250 0.017 0.358
7563967 69.52 0.250 0.017 0.233
7564230 69.99 0.250 0.017 0.108
7565693 90.00 33 0.250 0.017 0.358
7567277 70.00 0.250 0.017 0.358
7569215 75.00 0.250 0.017 0.358
7569256 69.78 0.250 0.017 0.233
7570253 80.00 0.250 0.017 0.608
7575326 62.52 0.250 0.017 0.358
7575789 44.14 0.250 0.017 0.358
7579964 38.24 0.250 0.017 0.358
COUNT:
WAC:
WAM: 358
WALTV: 70.1
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1999-08 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>
4833837 LAKE LEELANAU MI 49653 SFD 7.375 6.500 $3,453.38 360 1-Oct-28 $498,074.17
4837873 DALLAS TX 75229 SFD 7.375 6.500 $2,304.10 360 1-Jul-28 $331,524.97
4867782 ENCINO AREA CA 91316 SFD 7.250 6.500 $2,046.53 360 1-Aug-28 $298,194.69
4868099 GENEVA IL 60134 SFD 7.250 6.500 $1,903.28 360 1-Aug-28 $277,448.54
4876420 SHERMAN OAKS CA 91423 SFD 7.375 6.500 $1,926.99 360 1-Sep-28 $277,706.45
4877160 BALTIMORE MD 21234 SFD 7.625 6.500 $1,952.81 358 1-May-28 $273,845.64
4880978 LA MADERA NM 87539 SFD 7.500 6.500 $1,335.50 360 1-Sep-28 $190,136.10
4892283 YORBA LINDA CA 92886 SFD 7.250 6.500 $1,916.92 360 1-Sep-28 $279,663.83
4893573 GLENCOE IL 60022 SFD 7.250 6.500 $1,705.45 360 1-Sep-28 $248,811.98
4899645 SPARTA NJ 07871 PUD 7.375 6.500 $1,641.04 360 1-Sep-28 $236,413.36
4899848 TOPANGA CA 90290 SFD 7.250 6.500 $3,372.68 360 1-Sep-28 $491,948.88
4904791 SOUTH WINDSOR CT 06074 SFD 7.500 6.500 $2,007.44 360 1-Sep-28 $285,801.47
4906512 LUTZ FL 33549 SFD 7.250 6.500 $2,046.53 360 1-Sep-28 $298,574.43
4911337 CEDAR CREEK TX 78612 SFD 7.375 6.500 $1,858.21 348 1-Sep-27 $265,157.45
4911940 ISSAQUAH WA 98029 SFD 7.375 6.500 $2,707.45 360 1-Oct-28 $390,490.14
4917587 GLADSTONE NJ 07934 SFD 7.375 6.500 $2,299.95 360 1-Jan-29 $332,491.67
4920833 CINCINNATI OH 45242 SFD 7.875 6.500 $1,780.05 360 1-Oct-28 $244,644.05
4922236 PLEASANTON CA 94588 SFD 7.375 6.500 $2,624.57 360 1-Oct-28 $378,536.35
4922810 BASKING RIDGE NJ 07920 SFD 7.625 6.500 $1,903.97 360 1-Nov-28 $268,213.75
4922870 MARLBORO NJ 07746 SFD 7.750 6.500 $2,109.12 360 1-Nov-28 $293,560.76
4923012 MT. VIEW CA 94043 SFD 7.375 6.500 $2,701.23 360 1-Nov-28 $389,898.61
4923353 GRAFORD TX 76449 SFD 7.875 6.500 $2,117.20 360 1-Oct-28 $289,762.15
4924326 GLASTONBURY CT 06033 SFD 6.750 6.483 $2,386.85 360 1-Nov-28 $366,721.87
4924456 BIRMINGHAM AL 35242 PUD 7.250 6.500 $2,769.48 240 1-Nov-18 $347,766.33
4924919 PASADENA CA 91107 SFD 7.375 6.500 $1,605.82 360 1-Nov-28 $231,785.80
4929552 ONSET MA 02558 SFD 7.250 6.500 $2,123.28 360 1-Jan-29 $310,762.91
4929599 PEORIA AZ 85382 PUD 7.125 6.500 $1,172.28 360 1-Oct-28 $173,296.02
4930094 LAKEVILLE MN 55044 SFD 7.375 6.500 $2,526.57 360 1-Oct-28 $364,402.05
4930332 ROCKVILLE MD 20852 SFD 7.500 6.500 $3,017.12 360 1-Oct-28 $429,878.63
4930346 LONGBOAT KEY FL 34228 LCO 7.375 6.500 $6,354.22 360 1-Sep-28 $915,734.62
4930674 BIG BEAR LAKE CA 92315 SFD 7.375 6.500 $2,486.43 360 1-Oct-28 $356,582.49
4931035 NORTH POLE AK 99705 SFD 7.250 6.500 $1,159.70 360 1-Oct-28 $169,328.86
4931088 ROSWELL GA 30075 SFD 7.375 6.500 $2,092.75 360 1-Oct-28 $301,832.93
4932263 LITTLE ROCK AR 72212 SFD 7.125 6.500 $1,785.36 360 1-Jan-29 $264,574.90
4933331 BOTHELL WA 98012 SFD 7.375 6.500 $2,070.13 360 1-Dec-28 $299,036.59
4933836 CALABASAS CA 91302 SFD 7.875 6.500 $2,320.22 360 1-Dec-28 $319,334.99
4937068 WEST BLOOMFIELD MI 48322 SFD 7.500 6.500 $1,873.90 360 1-Jan-29 $267,600.96
4941493 SEATTLE WA 98105 SFD 7.125 6.500 $1,805.57 360 1-Nov-28 $267,135.06
4941517 MT. AIRY MD 21771 SFD 6.875 6.500 $1,650.05 360 1-Dec-28 $250,538.28
4941559 SAN MATEO CA 94402 SFD 7.125 6.500 $3,766.09 360 1-Nov-28 $557,195.90
4941575 PETALUMA CA 94954 SFD 6.625 6.358 $1,754.45 360 1-Dec-28 $273,270.76
4941657 PARADISE VALLEY AZ 85253 SFD 7.000 6.500 $4,324.47 360 1-Nov-28 $647,850.07
4941673 BROWNSBURG IN 46112 SFD 7.000 6.500 $2,528.15 360 1-Nov-28 $378,743.12
4941686 MEDINA WA 98039 SFD 7.000 6.500 $2,761.01 360 1-Nov-28 $413,627.34
4941699 REISTERTOWN MD 21136 SFD 6.500 6.233 $1,946.77 360 1-Dec-28 $306,916.50
4941937 FRANKLIN TN 37069 SFD 7.125 6.500 $1,868.49 360 1-Nov-28 $276,444.90
4941954 SAN RAFAEL CA 94901 SFD 6.875 6.500 $2,412.24 360 1-Dec-28 $366,269.22
4941987 SAN JOSE CA 95125 SFD 6.625 6.358 $1,639.20 360 1-Nov-28 $255,089.02
4942002 REDMOND WA 98052 SFD 6.875 6.500 $1,937.94 360 1-Oct-28 $293,746.54
4942026 SEATTLE WA 98115 SFD 7.375 6.500 $2,149.38 360 1-Nov-28 $310,244.04
4942058 ENGLEWOOD CO 80111 SFD 7.000 6.500 $2,255.38 360 1-Aug-28 $337,020.47
4942113 PORTLAND OR 97201 SFD 6.875 6.500 $2,726.26 360 1-Nov-28 $413,593.35
4942136 BELMONT MA 02178 SFD 7.250 6.500 $4,093.06 360 1-Nov-28 $598,110.73
4942144 NEEDHAM MA 02492 SFD 7.125 6.500 $1,605.48 360 1-Nov-28 $237,530.89
4942366 WOODSTOCK MD 21163 SFD 7.250 6.500 $1,627.51 360 1-Oct-28 $237,633.09
4942387 DENVER CO 80218 LCO 6.875 6.500 $1,681.74 360 1-Nov-28 $255,132.29
4942522 GLENVIEW IL 60025 SFD 6.875 6.500 $3,054.72 360 1-Dec-28 $463,821.29
4942567 PAYSON AZ 85541 SFD 7.125 6.500 $4,379.17 360 1-Dec-28 $648,431.34
4942610 SCOTTSDALE AZ 85260 SFD 7.250 6.500 $1,780.49 360 1-Nov-28 $260,178.13
4942661 SEATTLE WA 98119 SFD 7.375 6.500 $2,348.30 360 1-Dec-28 $339,017.23
4942677 ROSEVILLE CA 95746 SFD 7.125 6.500 $1,684.30 360 1-Nov-28 $249,193.15
4942683 FREMONT CA 94539 SFD 7.250 6.500 $2,182.97 360 1-Nov-28 $318,992.37
4942702 PHOENIX AZ 85016 SFD 6.625 6.358 $2,842.99 360 1-Nov-28 $442,420.02
4942710 SCOTTSDALE AZ 85255 SFD 7.250 6.500 $2,319.40 360 1-Sep-28 $338,384.37
4942985 ANAHEIM CA 92807 SFD 7.375 6.500 $2,817.95 360 1-Nov-28 $406,746.70
4943012 POOLESVILLE MD 20837 SFD 7.250 6.500 $1,937.38 360 1-Nov-28 $283,105.74
4943021 RALIEGH NC 27612 SFD 6.875 6.500 $3,260.99 360 1-Nov-28 $493,911.64
4943041 GAITHERSBURG MD 20878 SFD 6.750 6.483 $1,559.88 360 1-Nov-28 $239,664.72
4943158 MEDIA PA 19063 SFD 6.750 6.483 $1,543.66 360 1-Nov-28 $237,173.42
4943207 PORTLAND OR 97229 SFD 6.625 6.358 $2,394.77 360 1-Nov-28 $372,658.57
4943211 COLLIERVILLE TN 38017 SFD 6.875 6.500 $2,726.25 360 1-Dec-28 $413,947.05
4943393 BURNSVILLE NC 28714 SFD 6.875 6.500 $1,619.33 360 1-Dec-28 $245,875.16
4943431 OKLAHOMA CITY OK 73120 SFD 7.250 6.500 $2,728.71 360 1-Jan-29 $399,374.03
4943451 OKLAHOMA CITY OK 73013 SFD 7.250 6.500 $2,928.24 360 1-Feb-29 $428,915.15
4943485 THOUSAND OAKS CA 91320 SFD 7.375 6.500 $1,699.06 360 1-Nov-28 $245,244.32
4943547 UNION KY 41091 SFD 7.375 6.500 $1,899.36 360 1-Jan-29 $274,580.20
4944090 CARMEL CA 93923 SFD 7.125 6.500 $5,153.95 360 1-Oct-28 $761,904.65
4944272 LA JOLLA CA 92037 SFD 7.375 6.500 $2,762.70 360 1-Oct-28 $397,738.66
4944537 LITTLETON CO 80127 PUD 7.125 6.500 $1,717.99 360 1-Nov-28 $254,176.99
4944547 ATLANTA GA 30327 SFD 6.875 6.500 $3,284.65 360 1-Nov-28 $498,302.95
4944554 DALLAS TX 75225 PUD 7.625 6.500 $2,208.32 360 1-Nov-28 $311,088.08
4944565 ATLANTA GA 30342 PUD 7.000 6.500 $3,126.93 360 1-Nov-28 $466,185.29
4944569 CENTREVILLE OH 45459 SFD 7.125 6.500 $1,947.05 360 1-Nov-28 $288,040.50
4944613 GOLDEN CO 80401 SFD 7.000 6.500 $2,488.23 360 1-Nov-28 $372,762.98
4944702 MANDEVILLE LA 70471 SFD 7.000 6.500 $4,191.41 360 1-Feb-29 $629,483.59
4944775 GARDNERVILLE NV 89410 SFD 7.500 6.500 $2,097.64 360 1-Dec-28 $299,327.90
4944800 HALF MOON BAY CA 94019 SFD 6.750 6.483 $2,594.39 360 1-Nov-28 $395,576.89
4944961 SAUSILITO CA 94965 SFD 7.375 6.500 $6,036.50 360 1-Oct-28 $870,633.67
4947402 FREDERICK MD 21701 SFD 7.500 6.500 $2,414.39 360 1-Dec-28 $344,526.39
4947520 HEALDSBURG CA 95476 SFD 6.875 6.500 $919.70 360 1-Nov-28 $139,525.47
4947552 CARY NC 27513 SFD 7.500 6.500 $2,233.99 360 1-Dec-28 $318,784.20
4947673 JAMAICA PLAIN MA 02130 LCO 7.375 6.500 $1,657.62 360 1-Aug-28 $234,548.06
4947681 ORANGE CA 92869 SFD 7.500 6.500 $1,748.04 360 1-Dec-28 $249,439.89
4948291 NORTH ANDOVER MA 01845 SFD 7.125 6.500 $2,021.16 360 1-Nov-28 $299,031.78
4948303 TEMPE AZ 85284 PUD 6.750 6.483 $2,879.78 360 1-Nov-28 $442,457.93
4949138 DAWSONVILLE GA 30534 SFD 7.125 6.500 $1,915.45 360 1-Sep-28 $282,925.43
4952027 LINCOLN NE 68516 SFD 7.250 6.500 $3,274.45 360 1-Feb-29 $479,625.55
4954228 TULSA OK 74137 SFD 6.875 6.500 $2,223.05 360 1-Feb-29 $338,115.70
4955775 SEATTLE WA 98103 SFD 6.500 6.233 $853.30 360 1-Dec-28 $134,618.35
4956961 YORKTOWN HEIGHTS NY 10598 SFD 7.125 6.500 $2,144.11 360 1-Dec-28 $317,481.96
4957275 ESCONDIDO CA 92026 SFD 7.750 6.500 $1,896.71 360 1-Jan-29 $264,375.06
4957871 SAN JOSE CA 95125 SFD 7.250 6.500 $1,921.70 360 1-Dec-28 $281,036.72
4958836 WASHINGTON DC 20003 SFD 6.875 6.500 $2,313.71 360 1-Nov-28 $351,006.20
4959030 OKEANA OH 45053 SFD 7.500 6.500 $2,340.97 360 1-Sep-28 $333,285.69
4959108 ORLANDO FL 32836 SFD 7.500 6.500 $2,160.57 360 1-Jun-28 $306,883.75
4959826 LOS GATOS CA 95032 SFD 7.375 6.500 $2,697.09 360 1-Oct-28 $388,995.92
4959933 SAN JUAN CAPISTRANO CA 92675 SFD 7.250 6.500 $2,356.45 360 1-Aug-28 $343,510.42
4960842 NEWPORT BEACH CA 92663 SFD 7.250 6.500 $4,413.68 360 1-Dec-28 $645,476.67
4960922 VISTA CA 92084 SFD 6.625 6.358 $1,684.02 360 1-Nov-28 $262,064.12
4960992 LA JOLLA CA 92037 SFD 7.250 6.500 $3,840.65 360 1-Nov-28 $561,227.25
4961027 LOS ANGELES CA 90048 SFD 7.250 6.500 $2,762.81 360 1-Dec-28 $403,567.77
4961058 SARATOGA CA 95070 SFD 7.125 6.500 $2,694.87 360 1-Dec-28 $399,034.68
4961071 RANCHO PALOS VERDES CA 90275 SFD 7.125 6.500 $5,322.38 360 1-Nov-28 $787,450.38
4961456 NORTHRIDGE CA 91326 SFD 7.000 6.500 $2,162.23 360 1-Nov-28 $323,685.89
4961511 LAGUNA NIGUEL CA 92656 SFD 7.250 6.500 $1,657.69 360 1-Oct-28 $242,040.66
4961545 SAN FRANCISCO CA 94115 LCO 7.375 6.500 $6,216.08 360 1-Oct-28 $896,533.51
4961810 CARMEL CA 93923 SFD 7.250 6.500 $2,735.53 360 1-Dec-28 $400,055.86
4962001 SAN JOSE CA 95132 SFD 7.250 6.500 $1,753.19 360 1-Oct-28 $255,236.00
4962187 RANCHO SANTA MARGARITA CA 92688 SFD 7.125 6.500 $1,333.97 360 1-Oct-28 $197,198.87
4962203 SAN DIEGO CA 92106 SFD 6.875 6.500 $1,913.63 360 1-Oct-28 $289,250.76
4962314 DEEPHAVEN MN 55391 SFD 7.125 6.500 $1,886.41 360 1-Nov-28 $277,537.22
4962322 LOUISVILLE KY 40207 SFD 7.250 6.500 $1,807.76 360 1-Dec-28 $264,376.09
4962330 LAS VEGAS NV 89113 SFD 7.250 6.500 $2,455.83 360 1-Dec-28 $358,559.03
4962347 WEST LINN OR 97068 SFD 7.000 6.500 $1,846.21 360 1-Nov-28 $276,582.17
4962352 RESTON VA 20191 SFD 7.375 6.500 $2,120.37 360 1-Dec-28 $306,134.16
4962359 COLORADO SPRINGS CO 80919 SFD 7.125 6.500 $1,991.51 360 1-Dec-28 $294,886.61
4962389 SEATTLE WA 98107 LCO 7.000 6.500 $525.59 360 1-Dec-28 $78,804.60
4962408 CARLSBAD NM 88220 SFD 7.500 6.500 $821.58 360 1-Oct-28 $116,955.98
4962414 ARNOLD CA 95223 PUD 7.375 6.500 $593.98 360 1-Nov-28 $85,723.66
4962420 FT. LAUDERDALE FL 33330 SFD 7.375 6.500 $1,381.35 360 1-Sep-28 $199,072.75
4962424 GARDEN CITY SOUTH NY 11530 SFD 7.375 6.500 $987.66 360 1-Nov-28 $142,560.75
4962427 TARZANA CA 91356 SFD 7.000 6.500 $3,512.79 360 1-Nov-28 $526,253.60
4962431 AUSTIN TX 78728 SFD 7.250 6.500 $782.86 360 1-Nov-28 $114,095.03
4962440 FLORHAM PARK NJ 07932 SFD 7.750 6.500 $1,791.03 360 1-Dec-28 $249,467.22
4962456 PHOENIX AZ 85032 SFD 7.875 6.500 $888.58 360 1-Oct-28 $122,122.70
4962656 MANSFIELD TX 76063 SFD 7.250 6.500 $3,209.63 360 1-Nov-28 $469,018.54
4962659 CORONA DEL MAR CA 92625 PUD 7.125 6.500 $6,737.19 360 1-Dec-28 $997,586.66
4962660 WEST MONROE LA 71291 SFD 8.125 6.500 $816.75 360 1-Dec-28 $109,782.65
4962662 CHICAGO IL 60649 LCO 7.375 6.500 $459.30 360 1-Dec-28 $66,347.26
4962670 BOYNTON BEACH FL 33436 SFD 7.250 6.500 $2,107.92 360 1-Oct-28 $307,780.09
4962679 MISSION VIEJO CA 92692 SFD 7.250 6.500 $1,882.80 360 1-Dec-28 $275,350.17
4962681 NORTH BERGEN TOWNSHIP NJ 07047 SFD 7.750 6.500 $1,576.10 360 1-Dec-28 $219,531.18
4962682 MARINA DEL REY CA 90292 SFD 7.500 6.500 $4,195.29 360 1-Dec-28 $598,655.77
4962686 MILTON MA 02186 SFD 7.750 6.500 $2,564.75 360 1-Dec-28 $357,237.09
4962688 HAMPTON NH 03842 SFD 7.250 6.500 $1,705.44 360 1-Dec-28 $249,411.39
4962691 HORNELL NY 14843 SFD 8.000 6.500 $601.69 360 1-Nov-28 $81,777.70
4962694 BRISTOL CT 06010 SFD 7.750 6.500 $573.13 360 1-Dec-28 $79,829.51
4962695 LOS ANGELES CA 90026 SFD 7.125 6.500 $774.77 360 1-Dec-28 $114,722.49
4962697 HOLMDEL NJ 07733 SFD 6.875 6.500 $1,970.79 360 1-Nov-28 $298,983.14
4962701 SAN FRANCISCO CA 94122 SFD 7.500 6.500 $2,775.88 360 1-Dec-28 $396,110.58
4962709 TUSTIN RANCH CA 92782 SFD 7.000 6.500 $1,663.25 360 1-Dec-28 $249,381.66
4962711 ROYAL OAK MI 48073 SFD 7.000 6.500 $838.28 360 1-Dec-28 $125,688.35
4962730 SANTA ROSA CA 95405 SFD 6.625 6.358 $2,465.19 360 1-Nov-28 $383,505.42
4962735 ROCKVILLE MD 20852 LCO 7.375 6.500 $1,056.04 360 1-Sep-28 $152,191.13
4962739 LOS ANGELES CA 90066 SFD 7.500 6.500 $2,461.24 360 1-Aug-28 $350,136.67
4962755 MILAN MI 48160 SFD 7.375 6.500 $966.95 360 1-Aug-28 $139,192.02
4962763 WEST BLOOMFIELD MI 48322 SFD 7.375 6.500 $2,555.50 360 1-Sep-28 $367,581.01
4962773 CHANDLER AZ 85226 PUD 7.375 6.500 $1,436.05 360 1-Aug-28 $206,791.92
4962781 CITY OF NORTH HAMPTON NH 03870 SFD 7.250 6.500 $2,223.89 360 1-Dec-28 $325,232.46
4962793 SAG HARBOR NY 11963 SFD 7.250 6.500 $2,251.18 360 1-Dec-28 $327,006.10
4962796 ATLANTA GA 30309 SFD 7.375 6.500 $2,804.14 360 1-Dec-28 $405,067.50
4962801 NORTHPORT NY 11768 SFD 7.250 6.500 $2,046.52 360 1-Dec-28 $299,293.69
4962805 MISSOULA MT 59802 SFD 7.000 6.500 $793.04 360 1-Dec-28 $118,905.16
4962814 DIX HILLS NY 11746 SFD 7.000 6.500 $3,053.74 360 1-Dec-28 $457,802.90
4962816 ROWLAND HEIGTHS CA 91748 SFD 7.375 6.500 $1,784.70 360 1-Dec-28 $257,604.67
4962821 LAS VEGAS NV 89128 SFD 7.000 6.500 $1,270.73 360 1-Dec-28 $190,527.56
4962824 DALLAS TX 75220 SFD 7.000 6.500 $2,541.45 360 1-Dec-28 $380,725.59
4962835 DEPTFORD NJ 08096 SFD 6.500 6.233 $347.64 360 1-Dec-28 $54,850.03
4962839 SPARTA NJ 07871 SFD 7.500 6.500 $2,051.50 360 1-Nov-28 $292,520.80
4962843 FAIRVIEW PARK OH 44126 SFD 6.750 6.483 $927.50 360 1-Nov-28 $142,351.64
4962857 GRAND BLANC MI 48439 SFD 7.375 6.500 $1,174.15 360 1-Nov-28 $169,477.78
4962868 WATCHUNG BOROUGH NJ 07060 SFD 6.875 6.500 $2,923.33 360 1-Nov-28 $443,491.67
4962870 ROCHESTER NY 14620 MF2 7.125 6.500 $673.72 360 1-Nov-28 $99,677.27
4962883 YORKTOWN HEIGHTS NY 10598 SFD 6.875 6.500 $2,236.84 360 1-Nov-28 $339,345.87
4962892 PENSACOLA FL 32503 SFD 7.875 6.500 $866.46 360 1-Dec-28 $119,194.41
4962915 OWASSO OK 74055 SFD 8.125 6.500 $772.20 360 1-Oct-28 $103,655.21
4962935 FOSTER CITY CA 94404 SFD 7.375 6.500 $2,417.36 360 1-Jan-29 $349,465.72
4962943 HOPEWELL TOWNSHIP NJ 08525 SFD 7.375 6.500 $1,899.35 360 1-Dec-28 $274,368.39
4962948 HOLMDEL NJ 07733 LCO 7.750 6.500 $1,289.54 360 1-Dec-28 $179,616.41
4962958 PRINCETON NJ 08540 PUD 6.500 6.233 $3,476.38 360 1-Dec-28 $548,500.27
4962968 FORT MYERS FL 33901 PUD 7.375 6.500 $448.94 360 1-Jan-29 $64,900.78
4962982 HUNTINGTON BEACH CA 92649 SFD 7.625 6.500 $1,835.67 360 1-Nov-28 $258,591.94
4963060 PLEASANTON CA 94588 SFD 7.250 6.500 $2,633.20 360 1-Jan-29 $385,395.94
4963071 VERO BEACH FL 32963 LCO 7.375 6.500 $2,072.02 360 1-Nov-28 $299,078.47
4963076 POWAY CA 92064 SFD 7.250 6.500 $2,387.62 360 1-Jan-29 $349,452.27
4963082 DANVILLE CA 94506 SFD 7.250 6.500 $2,358.08 360 1-Dec-28 $344,857.13
4963093 IRVINE CA 92606 SFD 7.250 6.500 $2,198.31 360 1-Jan-29 $320,190.58
4963163 JACKSONVILLE BEACH FL 32250 SFD 7.375 6.500 $483.47 360 1-Nov-28 $69,784.98
4963171 RIVERSIDE CA 92508 SFD 7.625 6.500 $764.35 360 1-Sep-28 $107,331.83
4963177 CHICO CA 95928 PUD 7.125 6.500 $697.97 360 1-Dec-28 $103,349.99
4963189 VALHALLA NY 10959 SFD 7.375 6.500 $2,141.09 360 1-Sep-28 $308,562.79
4963196 GULF SHORES AL 36542 LCO 7.625 6.500 $565.53 360 1-May-28 $78,778.87
4963198 OCALA FL 34470 SFD 8.375 6.500 $395.24 360 1-Oct-27 $51,418.72
4963199 FAIRFIELD ID 83327 SFD 7.375 6.500 $1,198.32 360 1-Nov-28 $172,963.64
4963207 SIKESTON MO 63801 SFD 7.500 6.500 $783.12 360 1-Sep-28 $111,189.66
4963210 FRIENDSWOOD TX 77546 SFD 7.375 6.500 $1,864.83 360 1-Sep-28 $266,958.87
4963224 CASTLE HILLS TX 78213 SFD 7.000 6.500 $1,313.71 360 1-Nov-28 $196,806.88
4963228 HOUSTON TX 77064 PUD 7.375 6.500 $337.74 360 1-Jan-28 $48,357.74
4963249 ESCONDIDO CA 92029 SFD 7.750 6.500 $2,973.11 360 1-Dec-28 $414,115.61
4963253 RANDOLPH MA 02368 SFD 7.750 6.500 $1,270.92 360 1-Dec-28 $177,021.94
4963256 REHOBOTH BEACH DE 19971 SFD 7.125 6.500 $2,425.39 360 1-Dec-28 $358,713.94
4963263 CHARLOTTE NC 28277 PUD 8.125 6.500 $556.87 360 1-Dec-28 $74,851.83
4963275 WALNUT CREEK CA 94596 SFD 7.375 6.500 $1,895.90 360 1-Jan-29 $274,080.98
4963381 WINTER PARK FL 32789 SFD 7.000 6.500 $1,995.91 360 1-Dec-28 $299,057.00
4963491 NEWPORT BEACH CA 92660 SFD 7.250 6.500 $2,285.29 360 1-Sep-28 $333,408.14
4963966 ATLANTA GA 30342 SFD 7.250 6.500 $1,787.30 360 1-Jan-29 $261,500.11
4963982 THOUSAND OAKS AREA CA 91360 SFD 7.250 6.500 $2,687.78 360 1-Jan-29 $393,248.22
4964162 GARDEN CITY NY 11530 SFD 7.250 6.500 $2,967.47 360 1-Oct-28 $433,282.65
4964270 HAMPSTEAD MD 21074 SFD 7.000 6.500 $2,017.74 354 1-May-28 $299,440.76
4964712 ENCINITAS CA 92024 SFD 6.875 6.500 $6,306.52 360 1-Dec-28 $957,566.55
4967387 MAMARONECK NY 10543 SFD 7.500 6.500 $2,195.53 360 1-Jan-29 $313,532.48
4967813 CINCINNATI OH 45215 SFD 7.250 6.500 $2,251.18 360 1-Jan-29 $329,483.58
4967894 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $2,564.99 360 1-Nov-28 $374,816.03
4967909 SAN JOSE CA 95132 SFD 7.250 6.500 $1,848.70 360 1-Feb-29 $270,788.59
4968151 DANVILLE CA 94506 SFD 7.250 6.500 $2,832.40 360 1-Jan-29 $414,550.24
4968156 LIVERMORE CA 94550 SFD 7.250 6.500 $1,964.67 360 1-Jan-29 $287,549.30
4968170 MORGAN HILL CA 95037 SFD 7.250 6.500 $2,075.18 360 1-Feb-29 $303,962.70
4968255 SAN JOSE CA 95110 SFD 7.250 6.500 $1,882.81 360 1-Jan-29 $275,568.08
4968261 TEMECULA CA 92592 SFD 7.250 6.500 $1,751.15 360 1-Jan-29 $256,298.29
4968324 LAGUNA BEACH CA 92651 SFD 7.250 6.500 $1,850.06 360 1-Feb-29 $270,988.44
4968773 MONROE CT 06468 SFD 7.250 6.500 $2,387.62 360 1-Jan-29 $349,452.27
4972134 WINDEMERE FL 34786 SFD 7.375 6.500 $3,768.80 240 1-Dec-18 $469,685.63
4972198 WELLINGTON FL 33414 SFD 7.375 6.500 $2,593.40 240 1-Jan-19 $323,804.35
4972280 ATLANTA GA 30350 SFD 6.875 6.500 $2,137.65 360 1-Jan-29 $324,851.67
4972547 GAINESVILLE GA 30506 SFD 6.750 6.483 $2,013.25 360 1-Nov-28 $309,321.95
4972597 GREENSBORO GA 30642 SFD 6.625 6.358 $3,201.55 360 1-Nov-28 $498,220.80
4972610 BOCA RATON FL 33496 SFD 7.250 6.500 $4,365.93 360 1-Jan-29 $638,998.46
4972625 BIG PINE KEY FL 33043 SFD 7.000 6.500 $1,729.79 360 1-Jan-29 $259,572.51
4972637 SAINT SIMONS ISLAND GA 31522 SFD 7.125 6.500 $2,686.12 360 1-Jan-29 $397,607.21
4973278 SANFORD FL 32771 PUD 7.500 6.500 $2,340.72 354 1-Jan-28 $331,141.04
4973324 LOOKOUT MOUNTAIN GA 30750 SFD 7.125 6.500 $2,273.80 360 1-Jan-29 $336,958.61
4977243 SARASOTA FL 34241 SFD 7.875 6.500 $1,948.99 360 1-Dec-28 $268,241.38
$74,103,542.09
COUNT: 232
</TABLE>
<TABLE>
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- ------ --------- ---------- -------- ----------- ----------- -----------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ------ --------- ---------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
4833837 26.32 0.250 0.017 0.608
4837873 79.99 0.250 0.017 0.608
4867782 44.78 0.250 0.017 0.483
4868099 79.97 0.250 0.017 0.483
4876420 74.40 0.250 0.017 0.608
4877160 94.97 12 0.250 0.017 0.858
4880978 77.02 0.250 0.017 0.733
4892283 73.56 0.250 0.017 0.483
4893573 31.25 0.250 0.017 0.483
4899645 90.00 12 0.250 0.017 0.608
4899848 80.00 0.250 0.017 0.483
4904791 90.25 11 0.250 0.017 0.733
4906512 71.86 0.250 0.017 0.483
4911337 89.94 17 0.250 0.017 0.608
4911940 80.00 0.250 0.017 0.608
4917587 69.38 0.250 0.017 0.608
4920833 94.82 0.250 0.017 1.108
4922236 80.00 0.250 0.017 0.608
4922810 84.06 17 0.250 0.017 0.858
4922870 80.00 0.250 0.017 0.983
4923012 79.98 0.250 0.017 0.608
4923353 80.00 0.250 0.017 1.108
4924326 80.00 0.250 0.017 0.000
4924456 81.49 06 0.250 0.017 0.483
4924919 75.73 0.250 0.017 0.608
4929552 74.11 0.250 0.017 0.483
4929599 89.69 0.250 0.017 0.358
4930094 100.00 0.250 0.017 0.608
4930332 93.80 0.250 0.017 0.733
4930346 100.00 0.250 0.017 0.608
4930674 100.00 0.250 0.017 0.608
4931035 100.00 0.250 0.017 0.483
4931088 100.00 0.250 0.017 0.608
4932263 88.33 13 0.250 0.017 0.358
4933331 95.00 0.250 0.017 0.608
4933836 80.00 0.250 0.017 1.108
4937068 59.56 0.250 0.017 0.733
4941493 80.00 0.250 0.017 0.358
4941517 85.00 17 0.250 0.017 0.108
4941559 59.15 0.250 0.017 0.358
4941575 78.62 0.250 0.017 0.000
4941657 71.82 0.250 0.017 0.233
4941673 72.38 0.250 0.017 0.233
4941686 27.21 0.250 0.017 0.233
4941699 79.90 0.250 0.017 0.000
4941937 80.00 0.250 0.017 0.358
4941954 80.00 0.250 0.017 0.108
4941987 80.00 0.250 0.017 0.000
4942002 79.95 0.250 0.017 0.108
4942026 79.79 0.250 0.017 0.608
4942058 51.36 0.250 0.017 0.233
4942113 76.85 0.250 0.017 0.108
4942136 76.54 0.250 0.017 0.483
4942144 77.88 0.250 0.017 0.358
4942366 78.74 0.250 0.017 0.483
4942387 80.00 0.250 0.017 0.108
4942522 65.49 0.250 0.017 0.108
4942567 61.90 0.250 0.017 0.358
4942610 69.60 0.250 0.017 0.483
4942661 65.89 0.250 0.017 0.608
4942677 65.79 0.250 0.017 0.358
4942683 80.00 0.250 0.017 0.483
4942702 80.00 0.250 0.017 0.000
4942710 78.43 0.250 0.017 0.483
4942985 60.00 0.250 0.017 0.608
4943012 94.04 06 0.250 0.017 0.483
4943021 85.00 01 0.250 0.017 0.108
4943041 63.29 0.250 0.017 0.000
4943158 85.00 01 0.250 0.017 0.000
4943207 77.92 0.250 0.017 0.000
4943211 59.29 0.250 0.017 0.108
4943393 65.73 0.250 0.017 0.108
4943431 80.00 0.250 0.017 0.483
4943451 85.00 24 0.250 0.017 0.483
4943485 76.88 0.250 0.017 0.608
4943547 78.57 0.250 0.017 0.608
4944090 58.85 0.250 0.017 0.358
4944272 57.97 0.250 0.017 0.608
4944537 77.27 0.250 0.017 0.358
4944547 71.12 0.250 0.017 0.108
4944554 80.00 0.250 0.017 0.858
4944565 72.87 0.250 0.017 0.233
4944569 85.00 06 0.250 0.017 0.358
4944613 58.44 0.250 0.017 0.233
4944702 70.00 0.250 0.017 0.233
4944775 73.17 0.250 0.017 0.733
4944800 54.42 0.250 0.017 0.000
4944961 72.83 0.250 0.017 0.608
4947402 79.99 0.250 0.017 0.733
4947520 80.00 0.250 0.017 0.108
4947552 90.00 01 0.250 0.017 0.733
4947673 80.00 0.250 0.017 0.608
4947681 83.33 06 0.250 0.017 0.733
4948291 71.94 0.250 0.017 0.358
4948303 72.79 0.250 0.017 0.000
4949138 90.00 12 0.250 0.017 0.358
4952027 80.00 0.250 0.017 0.483
4954228 80.00 0.250 0.017 0.108
4955775 57.94 0.250 0.017 0.000
4956961 95.00 11 0.250 0.017 0.358
4957275 74.89 0.250 0.017 0.983
4957871 90.00 12 0.250 0.017 0.483
4958836 80.05 0.250 0.017 0.108
4959030 90.00 13 0.250 0.017 0.733
4959108 65.88 0.250 0.017 0.733
4959826 79.86 0.250 0.017 0.608
4959933 92.11 13 0.250 0.017 0.483
4960842 53.92 0.250 0.017 0.483
4960922 57.80 0.250 0.017 0.000
4960992 69.51 0.250 0.017 0.483
4961027 73.64 0.250 0.017 0.483
4961058 54.42 0.250 0.017 0.358
4961071 60.77 0.250 0.017 0.358
4961456 79.27 0.250 0.017 0.233
4961511 75.94 0.250 0.017 0.483
4961545 56.25 0.250 0.017 0.608
4961810 55.31 0.250 0.017 0.483
4962001 61.19 0.250 0.017 0.483
4962187 73.88 0.250 0.017 0.358
4962203 52.49 0.250 0.017 0.108
4962314 80.00 0.250 0.017 0.358
4962322 66.25 0.250 0.017 0.483
4962330 80.00 0.250 0.017 0.483
4962347 82.84 0.250 0.017 0.233
4962352 77.72 0.250 0.017 0.608
4962359 80.00 0.250 0.017 0.358
4962389 100.00 0.250 0.017 0.233
4962408 77.56 0.250 0.017 0.733
4962414 100.00 0.250 0.017 0.608
4962420 85.11 0.250 0.017 0.608
4962424 50.53 0.250 0.017 0.608
4962427 80.00 0.250 0.017 0.233
4962431 80.00 0.250 0.017 0.483
4962440 58.14 0.250 0.017 0.983
4962456 95.00 12 0.250 0.017 1.108
4962656 94.19 0.250 0.017 0.483
4962659 67.57 0.250 0.017 0.358
4962660 100.00 0.250 0.017 1.358
4962662 70.00 0.250 0.017 0.608
4962670 71.86 0.250 0.017 0.483
4962679 80.00 0.250 0.017 0.483
4962681 80.00 0.250 0.017 0.983
4962682 72.29 0.250 0.017 0.733
4962686 57.37 0.250 0.017 0.983
4962688 33.11 0.250 0.017 0.483
4962691 88.65 17 0.250 0.017 1.233
4962694 67.80 0.250 0.017 0.983
4962695 71.88 0.250 0.017 0.358
4962697 44.44 0.250 0.017 0.108
4962701 100.00 0.250 0.017 0.733
4962709 79.37 0.250 0.017 0.233
4962711 74.64 0.250 0.017 0.233
4962730 71.96 0.250 0.017 0.000
4962735 100.00 0.250 0.017 0.608
4962739 80.00 0.250 0.017 0.733
4962755 100.00 0.250 0.017 0.608
4962763 79.48 0.250 0.017 0.608
4962773 80.00 0.250 0.017 0.608
4962781 33.96 0.250 0.017 0.483
4962793 63.46 0.250 0.017 0.483
4962796 60.15 0.250 0.017 0.608
4962801 53.10 0.250 0.017 0.483
4962805 80.00 0.250 0.017 0.233
4962814 90.00 0.250 0.017 0.233
4962816 80.00 0.250 0.017 0.608
4962821 92.72 0.250 0.017 0.233
4962824 56.18 0.250 0.017 0.233
4962835 41.38 0.250 0.017 0.000
4962839 90.00 06 0.250 0.017 0.733
4962843 100.00 0.250 0.017 0.000
4962857 64.15 0.250 0.017 0.608
4962868 79.46 0.250 0.017 0.108
4962870 100.00 0.250 0.017 0.358
4962883 54.92 0.250 0.017 0.108
4962892 100.00 0.250 0.017 1.108
4962915 80.00 0.250 0.017 1.358
4962935 57.85 0.250 0.017 0.608
4962943 62.50 0.250 0.017 0.608
4962948 100.00 0.250 0.017 0.983
4962958 48.89 0.250 0.017 0.000
4962968 94.20 0.250 0.017 0.608
4962982 95.00 06 0.250 0.017 0.858
4963060 70.83 0.250 0.017 0.483
4963071 77.92 0.250 0.017 0.608
4963076 55.06 0.250 0.017 0.483
4963082 57.61 0.250 0.017 0.483
4963093 61.73 0.250 0.017 0.483
4963163 100.00 0.250 0.017 0.608
4963171 89.25 0.250 0.017 0.858
4963177 80.00 0.250 0.017 0.358
4963189 74.70 0.250 0.017 0.608
4963196 100.00 0.250 0.017 0.858
4963198 78.79 0.250 0.017 1.608
4963199 74.28 0.250 0.017 0.608
4963207 88.89 0.250 0.017 0.733
4963210 60.00 0.250 0.017 0.608
4963224 100.00 0.250 0.017 0.233
4963228 100.00 0.250 0.017 0.608
4963249 79.81 0.250 0.017 0.983
4963253 74.50 0.250 0.017 0.983
4963256 72.00 0.250 0.017 0.358
4963263 36.95 0.250 0.017 1.358
4963275 51.79 0.250 0.017 0.608
4963381 50.00 0.250 0.017 0.233
4963491 60.91 0.250 0.017 0.483
4963966 54.02 0.250 0.017 0.483
4963982 78.80 0.250 0.017 0.483
4964162 72.50 0.250 0.017 0.483
4964270 80.00 0.250 0.017 0.233
4964712 57.31 0.250 0.017 0.108
4967387 79.49 0.250 0.017 0.733
4967813 75.00 0.250 0.017 0.483
4967894 53.41 0.250 0.017 0.483
4967909 79.71 0.250 0.017 0.483
4968151 80.00 0.250 0.017 0.483
4968156 55.92 0.250 0.017 0.483
4968170 79.01 0.250 0.017 0.483
4968255 80.00 0.250 0.017 0.483
4968261 51.86 0.250 0.017 0.483
4968324 80.00 0.250 0.017 0.483
4968773 75.27 0.250 0.017 0.483
4972134 78.72 0.250 0.017 0.608
4972198 74.17 0.250 0.017 0.608
4972280 72.31 0.250 0.017 0.108
4972547 80.00 0.250 0.017 0.000
4972597 74.07 0.250 0.017 0.000
4972610 73.99 0.250 0.017 0.483
4972625 74.29 0.250 0.017 0.233
4972637 89.60 11 0.250 0.017 0.358
4973278 79.35 0.250 0.017 0.733
4973324 75.00 0.250 0.017 0.358
4977243 79.97 0.250 0.017 1.108
WAC: 7.21116
WAM: 354.201
WALTV: 73.4561
</TABLE>
<PAGE>
NASCOR
NMI / 1999-08 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>
4833837 STAR BANK STAR BANK
4837873 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4867782 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4868099 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4876420 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4877160 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4880978 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4892283 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4893573 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4899645 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4899848 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4904791 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4906512 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4911337 HOMESIDE LENDING HOMESIDE LENDING
4911940 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4917587 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4920833 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4922236 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922810 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922870 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4923012 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4923353 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4924326 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924456 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4924919 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4929552 PLYMOUTH SAVINGS BANK PLYMOUTH SAVINGS BANK
4929599 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930094 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930332 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930346 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930674 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931035 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931088 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4932263 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4933331 CASCADE SAVINGS BANK CASCADE SAVINGS BANK
4933836 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4937068 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4941493 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941517 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941559 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941575 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941657 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941673 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941686 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941699 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941937 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941954 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941987 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942002 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942026 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942058 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942113 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4942136 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4942144 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4942366 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4942387 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4942522 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942567 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942610 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942661 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942677 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942683 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942702 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942710 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942985 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943012 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943021 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943041 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943158 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943207 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943211 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943393 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943431 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4943451 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4943485 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943547 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4944090 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944272 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944537 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4944547 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4944554 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4944565 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4944569 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4944613 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4944702 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4944775 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4944800 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4944961 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4947402 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947520 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947552 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947673 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4947681 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4948291 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4948303 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4949138 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4952027 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4954228 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4955775 CASCADE SAVINGS BANK CASCADE SAVINGS BANK
4956961 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957275 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4957871 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4958836 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959030 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959108 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959826 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959933 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960842 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960922 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960992 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961027 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961058 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961071 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961456 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961511 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961545 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961810 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962001 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962187 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962203 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962314 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962322 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962330 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962347 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962352 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962359 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962389 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962408 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962414 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962420 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962424 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962427 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962431 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962440 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962456 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962656 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962659 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962660 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962662 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962670 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962679 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962681 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962682 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962686 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962688 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962691 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962694 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962695 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962697 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962701 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962709 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962711 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962730 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962735 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962739 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962755 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962763 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962773 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962781 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962793 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962796 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962801 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962805 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962814 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962816 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962821 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962824 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962835 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962839 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962843 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962857 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962868 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962870 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962883 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962892 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962915 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962935 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4962943 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962948 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962958 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962968 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962982 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963060 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4963071 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4963076 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4963082 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4963093 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4963163 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963171 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963177 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963189 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963196 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963198 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963199 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963207 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963210 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963224 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963228 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963249 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963253 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963256 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963263 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963275 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4963381 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963491 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4963966 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963982 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964162 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964270 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964712 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4967387 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4967813 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4967894 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4967909 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968151 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968156 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968170 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968255 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968261 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968324 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968773 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4972134 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972198 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972280 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972547 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972597 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972610 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972625 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972637 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4973278 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4973324 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4977243 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
COUNT: 232
WAC: 7.21116211
WAM: 354.2011815
WALTV: 73.4560536
</TABLE>
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
LOAN INFORMATION
Name of Mortgagor: ___________________________________
Servicer
Loan No.: ___________________________________
CUSTODIAN/TRUST ADMINISTRATOR
Name: ___________________________________
Address: ___________________________________
Custodian/Trustee ___________________________________
Mortgage File No.: ___________________________________
SELLER
Name: ___________________________________
Address: ___________________________________
Certificates: ___________________________________
Mortgage Pass-Through Certificates,
Series 1999-8
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 1999-8, 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 March 30, 1999 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
the United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 199__, in the original principal sum
of $___________, made by ____________________, payable to, or endorsed to
the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no. ______________
in the County Recorder's Office of the County of ____________________,
State of _______________________ in book/reel/docket ____________________
of official records at page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Other documents, including any amendments, assignments or other assumptions
of the Mortgage Note or Mortgage.
( ) ___________________________________
( ) ___________________________________
( ) ___________________________________
( ) ___________________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds thereof
have been remitted to the Certificate Account and except as expressly
provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust Administrator,
on behalf of the Trustee, and the Master Servicer shall keep the Documents
and any proceeds separate and distinct from all other property in the
Master Servicer's possession, custody or control.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By: ___________________________
Title: ___________________________
Date: _______________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, AND FOR NON-ERISA INVESTORS
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the "Purchaser"),
a [description of type of entity] duly organized and existing under the laws of
the [State of ] [United States], on behalf of which he makes this
affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended
(the "Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-8, 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 or
partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise), created or organized in or under the laws of
the United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, 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 1999-8, 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 1999-8
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 1999-8, 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 March 30, 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 1999-8.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In connection
with the proposed transfer, the Purchaser represents and warrants to the Seller,
the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which the Purchaser is organized, is
authorized to invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6] Certificates
for its own account as principal and not with a view to the distribution
thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters and is
capable of evaluating the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision; and the Purchaser is able to bear the economic risk of an
investment in the Class [A-PO][B-4][B-5][B-6] Certificates and can afford a
complete loss of such investment.] The Purchaser is a "Qualified Institutional
Buyer" within the meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a copy of
the Private Placement Memorandum dated ____________ __, 19__, relating to the
Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trust Administrator of the Trust Estate and
(b) such other opinions of counsel, officers' certificates and agreements as the
Seller or the Master Servicer may have required. A Benefit Plan Opinion is an
opinion of counsel to the effect that the proposed transfer will not cause the
assets of the Trust Estate to be regarded as "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trust Administrator, the Trustee, the Seller or the Master Servicer
to any obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.
Section 3. TRANSFER OF CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES.
(a) The Purchaser understands that the Class [A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [A-PO][B-4][B-5][B-6] Certificates are registered under the Act and
applicable state law or unless an exemption from registration is available. The
Purchaser further understands that neither the Seller, the Master Servicer nor
the Trust Administrator is under any obligation to register the Class
[A-PO][B-4][B-5][B-6] Certificates or make an exemption available. In the event
that such a transfer is to be made in reliance upon an exemption from the Act or
applicable state securities laws, (i) the Trust Administrator shall require, in
order to assure compliance with such laws, that the Certificateholder's
prospective transferee certify to the Seller and the Trust Administrator as to
the factual basis for the registration or qualification exemption relied upon,
and (ii) unless the transferee is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act, the Trust Administrator or the Seller may, if
such transfer is made within three years from the later of (a) the Closing Date
or (b) the last date on which the Seller or any affiliate thereof was a holder
of the Certificates proposed to be transferred, require an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the Trust
Administrator, the Master Servicer or the Seller. Any such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Trust Administrator, the Master Servicer, any Paying Agent acting
on behalf of the Trust Administrator and the Seller against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Seller and the Trust Administrator with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [A-PO][B-4][B-5][B-6]
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 1999-8
CLASS [A-15] [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 1999-8, Class
[A-15][B-1][B-2][B-3] Certificates (the "Class [A-15][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 March 30, 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 1999-8.
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 [A-15][B-1][B-2][B-3] Certificate is an "insurance company general
account" (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B)
there is no Plan with respect to which the amount of such general account's
reserves and liabilities for the contract(s) held by or on behalf of such Plan
and all other Plans maintained by the same employer (or affiliate thereof as
defined in Section V(a)(1) of PTE 95-60) or by the same employee organization,
exceed 10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [A-15][B-1][B-2][B-3]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trust Administrator of the Trust Estate and (b) such other opinions of
counsel, officers' certificates and agreements as the Seller or the Master
Servicer may have required. A Benefit Plan Opinion is an opinion of counsel to
the effect that the proposed transfer will not cause the assets of the Trust
Estate to be regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the Trust
Administrator, the Trustee, the Seller or the Master Servicer to any obligation
in addition to those undertaken in the Pooling and Servicing Agreement
(including any liability for civil penalties or excise taxes imposed pursuant to
ERISA, Section 4975 of the Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
FT Mortgage Companies Servicing Agreement
Bank United Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
NOVUS Financial Corporation Servicing Agreement
Suntrust Mortgage, Inc. Servicing Agreement
National City Mortgage Company Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
HomeSide Lending Servicing Agreement
Hibernia National Bank Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
Farmers State Bank & Trust Company of Superior Servicing Agreement
Star Bank Servicing Agreement
Cascade Savings Bank Servicing Agreement
North American Mortgage Company Servicing Agreement
Plymouth Savings Bank Servicing Agreement
<PAGE>
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of , between Norwest Bank Minnesota, National
Association (the "Company" and "Norwest Bank") and (the "Purchaser").
PRELIMINARY STATEMENT
____________________ is the holder of the entire interest in Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1999-8, Class
____ (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing Agreement dated as of March 30, 1999 among Norwest
Asset Securities Corporation, as seller (the "Seller"), Norwest Bank Minnesota,
National Association, as Master Servicer, First Union National Bank, as Trust
Administrator, and United States Trust Company of New York, as Trustee. intends
to resell all of the Class B Certificates directly to the Purchaser on or
promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 DEFINED TERMS.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
COLLATERAL FUND: The fund established and maintained pursuant to Section
3.01 hereof.
COLLATERAL FUND PERMITTED INVESTMENTS: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
F-1 by Fitch IBCA, Inc. ("Fitch") or (vi) demand and time deposits in,
certificates of deposit of, any depository institution or trust company (which
may be an affiliate of the Company) incorporated under the laws of the United
States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by Fitch or S&P, (y)
the certificate of deposit or other unsecured short-term debt obligations of
such depository institution or trust company have a rating of at least F-1 by
Fitch or A-1 by S&P or (z) the depository institution or trust company is one
that is acceptable to either Fitch or S&P and, for each of the preceding clauses
(i), (iv), (v) and (vi), the maturity thereof shall be not later than the
earlier to occur of (A) 30 days from the date of the related investment and (B)
the next succeeding Distribution Date as defined in the related Pooling and
Servicing Agreement.
COMMENCEMENT OF FORECLOSURE: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of
foreclosure (whether in connection with a sale of the related property or
otherwise) or (z) initiation and completion of a short pay-off.
CURRENT APPRAISAL: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
ELECTION TO DELAY FORECLOSURE: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
ELECTION TO FORECLOSE: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
MONTHLY ADVANCES: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
REQUIRED COLLATERAL FUND BALANCE: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 DEFINITIONS INCORPORATED BY REFERENCE.
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 REPORTS AND NOTICES.
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Master Servicer shall provide to the Purchaser the following
notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days or
more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral letter
from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the Servicer (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) to make its servicing personnel available (during
their normal business hours) to respond to reasonable inquiries, by phone or in
writing by facsimile, electronic, or overnight mail transmission, by the
Purchaser in connection with any Mortgage Loan identified in a report under
subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii) which has been
given to the Purchaser; provided, that (1) the related Servicer shall only be
required to provide information that is readily accessible to its servicing
personnel and is non-confidential and (2) the related Servicer shall respond
within five Business Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall cause the Servicer (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) to provide to the Purchaser such information as the
Purchaser may reasonably request provided, however, that such information is
consistent with normal reporting practices, concerning each Mortgage Loan that
is at least ninety days delinquent and each Mortgage Loan which has become real
estate owned, through the final liquidation thereof; provided, that the related
Servicer shall only be required to provide information that is readily
accessible to its servicing personnel and is non-confidential provided, however,
that the Purchaser will reimburse the Company and the related Servicer for any
out of pocket expenses.
Section 2.02 PURCHASER'S ELECTION TO DELAY FORECLOSURE PROCEEDINGS.
(a) The Purchaser shall be deemed to direct the Company to direct (to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect to instruct the Company to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to delay the Commencement of Foreclosure until such time as the
Purchaser determines that the related Servicer may proceed with the Commencement
of Foreclosure. Such election must be evidenced by written notice received
within 24 hours (exclusive of any intervening non-Business Days) of transmission
of the notice provided by the Company under Section 2.01(a)(ii). Such 24 hour
period shall be extended for no longer than an additional four Business Days
after the receipt of the information if the Purchaser requests additional
information related to such foreclosure; provided, however, that the Purchaser
will have at least one Business Day to respond to any requested additional
information. Any such additional information shall be provided only to the
extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable, but in no event more than 15 business days thereafter, and
shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the unpaid principal balance of the Mortgage Loan and
the value shown in the Current Appraisal referred to in subsection (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
thereof, in which case the required deposit under this subsection shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable Mortgage Interest Rate. If any Election
to Delay Foreclosure extends for a period in excess of three months (such excess
period being referred to herein as the "Excess Period"), within two Business
Days the Purchaser shall remit by wire transfer in advance to the Company for
deposit in the Collateral Fund the amount of each additional month's interest,
as calculated by the Company, equal to interest on the Mortgage Loan at the
applicable Mortgage Interest Rate for the Excess Period. The terms of this
Agreement will no longer apply to the servicing of any Mortgage Loan upon the
failure of the Purchaser to deposit any of the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Delay Foreclosure or
within two Business Days of the commencement of the Excess Period subject to
Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company may withdraw from the Collateral Fund
from time to time amounts necessary to reimburse the related Servicer for all
related Monthly Advances and Liquidation Expenses thereafter made by such
Servicer in accordance with the Pooling and Servicing Agreement and the related
Servicing Agreement. To the extent that the amount of any such Liquidation
Expenses is determined by the Company based on estimated costs, and the actual
costs are subsequently determined to be higher, the Company may withdraw the
additional amount from the Collateral Fund. In the event that the Mortgage Loan
is brought current by the mortgagor and the foreclosure action is discontinued,
the amounts so withdrawn from the Collateral Fund shall be redeposited if and to
the extent that reimbursement therefor from amounts paid by the mortgagor is not
prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. Except as
provided in the preceding sentence, amounts withdrawn from the Collateral Fund
to cover Monthly Advances and Liquidation Expenses shall not be redeposited
therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this subsection) shall be
released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than the
delay in Commencement of Foreclosure as provided herein). If and when the
Purchaser shall notify the Company that it believes that it is appropriate to do
so, the related Servicer may proceed with the Commencement of Foreclosure. In
any event, if the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (f) above, the Company shall calculate the amount, if
any, by which the value shown on the Current Appraisal obtained under subsection
(c) exceeds the actual sales price obtained for the related Mortgaged Property
(net of Liquidation Expenses and accrued interest related to the extended
foreclosure period), and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 PURCHASER'S ELECTION TO COMMENCE FORECLOSURE PROCEEDINGS.
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause,
to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement, the related Servicer to proceed with the
Commencement of Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m., New York City
time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the related Servicer shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Foreclose and as to which the
related Servicer proceeded with the Commencement of Foreclosure in accordance
with subsection (c) above, the Company shall calculate the amount, if any, by
which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 TERMINATION.
(a) With respect to all Mortgage Loans included in the Trust Estate, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate (i)
at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the respective
rights, obligations and responsibilities of the Purchaser and the Company
hereunder shall terminate upon the later to occur of (i) the final liquidation
of the last Mortgage Loan as to which the Purchaser made any Election to Delay
Foreclosure or any Election to Foreclose and the withdrawal of all remaining
amounts in the Collateral Fund as provided herein and (ii) ten Business Days'
notice. The Purchaser's right to make an election pursuant to Section 2.02 or
Section 2.03 hereof with respect to a particular Mortgage Loan shall terminate
if the Purchaser fails to make any deposit required pursuant to Section 2.02(d)
or 2.03(b) or if the Purchaser fails to make any other deposit to the Collateral
Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 COLLATERAL FUND.
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1999-8. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute or cause to be distributed to the Purchaser all amounts remaining in
the Collateral Fund (after adjustment for all deposits and permitted withdrawals
pursuant to this Agreement) together with any investment earnings thereon. In
the event the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose, prior to any distribution to the Purchaser of all amounts
remaining in the Collateral Fund, funds in the Collateral Fund shall be applied
consistent with the terms of this Agreement.
Section 3.02 COLLATERAL FUND PERMITTED INVESTMENTS.
The Company shall, at the written direction of the Purchaser, invest the
funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 GRANT OF SECURITY INTEREST.
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 COLLATERAL SHORTFALLS.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 AMENDMENT.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 COUNTERPARTS.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04 NOTICES.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) bin the case of the Purchaser,
Attention:
Section 4.05 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 SUCCESSORS AND ASSIGNS.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07 ARTICLE AND SECTION HEADINGS.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 CONFIDENTIALITY.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09 INDEMNIFICATION.
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By: ___________________________
Name: ___________________________
Title: ___________________________
By: ___________________________
Name: ___________________________
Title: ___________________________
