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 29, 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 29, 1999, Norwest Asset Securities Corporation, a Delaware corporation
(the "Registrant"), sold Mortgage Pass-Through Certificates, Series 1999-9,
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-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-21, Class A-22, Class A-23, Class A-24, Class A-25, Class A-26, Class
A-27, Class A-28, Class A-R, Class A-LR, Class B-1, Class B-2 and Class B-3 (the
"Offered Certificates"), having an aggregate original principal balance of
$793,006,000. The Offered Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of March 29, 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
1999-9, Class A-PO Certificates, having an aggregate initial principal balance
of $1,442,259.83 and Class B-4, Class B-5 and Class B-6 Certificates, having an
aggregate initial principal balance of $5,601,322.18 (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 99.12% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
other than the Fixed Retained Yield (as defined in the Agreement), which may
include loans secured by shares issued by cooperative housing corporations. The
remaining undivided interests in the Trust Estate are evidenced by the Class
A-PO and Private Class B Certificates. Distributions on the Private Class B
Certificates are subordinated to distributions on the Offered Certificates and
the Class A-PO Certificates.
Interest on the Offered Certificates will be distributed on each Distribution
Date (as defined in the Agreement). Monthly distributions in reduction of the
principal balance of the Offered Certificates will be allocated to the Offered
Certificates in accordance with the priorities set forth in the Agreement.
Distributions of interest and in reduction of principal balance on any
Distribution Date will be made to the extent that the Pool Distribution Amount
is sufficient therefor.
An election will be made to treat the Trust Estate as two REMICs for federal
income tax purposes (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19,
Class A-20, Class A-21, Class A-22, Class A-23, Class A-24, Class A-25, Class
A-26, Class A-27, Class A-28, Class A-PO, Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates will be treated as "regular interests"
in the Upper-Tier REMIC and the Class A-R and Class A-LR Certificates will be
treated as the "residual interests" in the Upper-Tier REMIC and Lower-Tier
REMIC, respectively.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Item 601(a)
of Regulation S-K
EXHIBIT NO. DESCRIPTION
(EX-4) Pooling and Servicing Agreement,
dated as of March 29, 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 29, 1999
By: /S/ ALAN MCKENNEY
-------------------
Name: Alan S. McKenney
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
EXHIBIT NO. DESCRIPTION ELECTRONIC (E)
(EX-4) Pooling and Servicing E
Agreement, dated as of March
29, 1999 among Norwest Asset
Securities Corporation, Norwest
Bank Minnesota, National
Association, United States
Trust Company of New York, as
trustee, and First Union
National Bank, as trust
administrator.
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of March 29, 1999
$800,049,582.01
Mortgage Pass-Through Certificates
Series 1999-9
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<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
Section 1.01 Definitions....................................................1
Section 1.02 Acts of Holders...............................................52
Section 1.03 Effect of Headings and Table of Contents......................53
Section 1.04 Benefits of Agreement.........................................53
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans...................................1
Section 2.02 Acceptance by Trust Administrator..............................2
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller....................................................3
Section 2.04 Execution and Delivery of Certificates........................11
Section 2.05 Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date................11
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account............................................1
Section 3.02 Permitted Withdrawals from the Certificate Account.............2
Section 3.03 Advances by Master Servicer and Trust Administrator............4
Section 3.04 Trust Administrator to Cooperate;
Release of Owner Mortgage Loan Files..........................5
Section 3.05 Reports to the Trustee and Trust Administrator;
Annual Compliance Statements..................................7
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan..........................................................8
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions...........................8
Section 3.08 Oversight of Servicing.........................................9
Section 3.09 Termination and Substitution of Servicing Agreements..........12
Section 3.10 Application of Net Liquidation Proceeds.......................13
Section 3.11 1934 Act Reports..............................................13
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions..................................................1
Section 4.02 Allocation of Realized Losses.................................11
Section 4.03 Paying Agent..................................................14
Section 4.04 Statements to Certificateholders;
Report to the Trust Administrator and the Seller.............15
Section 4.05 Reports to Mortgagors and the Internal Revenue Service........19
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer...............................19
Section 4.07 Determination of LIBOR........................................19
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates...............................................1
Section 5.02 Registration of Certificates...................................3
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..............7
Section 5.04 Persons Deemed Owners..........................................7
Section 5.05 Access to List of Certificateholders' Names and Addresses......7
Section 5.06 Maintenance of Office or Agency................................8
Section 5.07 Definitive Certificates........................................8
Section 5.08 Notices to Clearing Agency.....................................9
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer................1
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer......................................................1
Section 6.03 Limitation on Liability of the Seller,
the Master Servicer and Others................................1
Section 6.04 Resignation of the Master Servicer.............................2
Section 6.05 Compensation to the Master Servicer............................2
Section 6.06 Assignment or Delegation of Duties by Master Servicer..........2
Section 6.07 Indemnification of Trustee, Trust Administrator
and Seller by Master Servicer.................................3
Section 6.08 Master Servicer Covenants Concerning Year 2000 Compliance......3
ARTICLE VII
DEFAULT
Section 7.01 Events of Default..............................................1
Section 7.02 Other Remedies of Trustee......................................2
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default.....................3
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default.....................3
Section 7.05 Trust Administrator to Act; Appointment of Successor...........3
Section 7.06 Notification to Certificateholders.............................5
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator..................1
Section 8.02 Certain Matters Affecting the Trustee..........................2
Section 8.03 Neither Trustee nor Trust Administrator Required
to Make Investigation.........................................3
Section 8.04 Neither Trustee nor Trust Administrator Liable
for Certificates or Mortgage Loans............................3
Section 8.05 Trustee and Trust Administrator May Own Certificates...........3
Section 8.06 The Master Servicer to Pay Fees and Expenses...................4
Section 8.07 Eligibility Requirements.......................................4
Section 8.08 Resignation and Removal........................................4
Section 8.09 Successor......................................................5
Section 8.10 Merger or Consolidation........................................6
Section 8.11 Authenticating Agent...........................................6
Section 8.12 Separate Trustees and Co-Trustees..............................7
Section 8.13 Appointment of Custodians......................................9
Section 8.14 Tax Matters; Compliance with REMIC Provisions..................9
Section 8.15 Monthly Advances..............................................12
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance.............12
Section 8.17 Trust Administrator Covenants Concerning Year 2000
Compliance...................................................12
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans...................1
Section 9.02 Additional Termination Requirements............................3
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment......................................................1
Section 10.02 Recordation of Agreement.......................................3
Section 10.03 Limitation on Rights of Certificateholders.....................3
Section 10.04 Governing Law; Jurisdiction....................................4
Section 10.05 Notices........................................................4
Section 10.06 Severability of Provisions.....................................4
Section 10.07 Special Notices to Rating Agencies.............................4
Section 10.08 Covenant of Seller.............................................5
Section 10.09 Recharacterization.............................................5
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate................................1
Section 11.02 Cut-Off Date...................................................1
Section 11.03 Cut-Off Date Aggregate Principal Balance.......................1
Section 11.04 Original Class A Percentage....................................1
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates..................................................1
Section 11.06 Original Class A-8 Notional Amount.............................2
Section 11.07 Original Class A Non-PO Principal Balance......................2
Section 11.08 Original Subordinated Percentage...............................2
Section 11.09 Original Class B-1 Percentage..................................2
Section 11.10 Original Class B-2 Percentage..................................2
Section 11.11 Original Class B-3 Percentage..................................2
Section 11.12 Original Class B-4 Percentage..................................2
Section 11.13 Original Class B-5 Percentage..................................2
Section 11.14 Original Class B-6 Percentage..................................2
Section 11.15 Original Class B Principal Balance.............................2
Section 11.16 Original Principal Balances of the Classes of Class B
Certificates..................................................3
Section 11.17 Original Class B-1 Fractional Interest.........................3
Section 11.18 Original Class B-2 Fractional Interest.........................3
Section 11.19 Original Class B-3 Fractional Interest.........................3
Section 11.20 Original Class B-4 Fractional Interest.........................3
Section 11.21 Original Class B-5 Fractional Interest.........................3
Section 11.22 Closing Date...................................................3
Section 11.23 Right to Purchase..............................................3
Section 11.24 Wire Transfer Eligibility......................................3
Section 11.25 Single Certificate.............................................4
Section 11.26 Servicing Fee Rate.............................................4
Section 11.27 Master Servicing Fee Rate......................................4
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-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-16 - Form of Face of Class A-16 Certificate
EXHIBIT A-17 - Form of Face of Class A-17 Certificate
EXHIBIT A-18 - Form of Face of Class A-18 Certificate
EXHIBIT A-19 - Form of Face of Class A-19 Certificate
EXHIBIT A-20 - Form of Face of Class A-20 Certificate
EXHIBIT A-21 - Form of Face of Class A-21 Certificate
EXHIBIT A-22 - Form of Face of Class A-22 Certificate
EXHIBIT A-23 - Form of Face of Class A-23 Certificate
EXHIBIT A-24 - Form of Face of Class A-24 Certificate
EXHIBIT A-25 - Form of Face of Class A-25 Certificate
EXHIBIT A-26 - Form of Face of Class A-26 Certificate
EXHIBIT A-27 - Form of Face of Class A-27 Certificate
EXHIBIT A-28 - Form of Face of Class A-28 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1999-9 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and for
Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of March 29, 1999 executed by
NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST COMPANY OF NEW
YORK, as Trustee and FIRST UNION NATIONAL BANK, as Trust Administrator.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
ACCEPTED MASTER SERVICING PRACTICES: Accepted Master Servicing Practices shall
consist of the customary and usual master servicing practices of prudent master
servicing institutions which service mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located, regardless of the date upon which the related Mortgage Loans were
originated.
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.
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.
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
$194,841.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
BENEFICIAL OWNER: With respect to a Book-Entry Certificate, the Person who is
the beneficial owner of such Book-Entry Certificate, as reflected on the books
of the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance with
the rules of such Clearing Agency), as the case may be.
BOOK-ENTRY CERTIFICATE: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7 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-16
Certificates, Class A-17 Certificates, Class A-18 Certificates, Class A-19
Certificates, Class A-20 Certificates, Class A-21 Certificates, Class A-22
Certificates, Class A-23 Certificates, Class A-24 Certificates, Class A-27
Certificates and Class A-28 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-16 Certificates, Class A-17
Certificates, Class A-18 Certificates, Class A-19 Certificates, Class A-20
Certificates, Class A-21 Certificates, Class A-22 Certificates, Class A-23
Certificates, Class A-24 Certificates, Class A-25 Certificates, Class A-26
Certificates, Class A-27 Certificates, Class A-28 Certificates, Class A-PO
Certificates, Class A-R Certificate or Class A-LR Certificate.
CLASS A CERTIFICATEHOLDER: The registered holder of a Class A Certificate.
CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date and any Class of Class
A Certificates (other than the Class A-4, Class A-8, Class A-26 and Class A-PO
Certificates), the amount distributable to such Class of Class A Certificates
pursuant to Paragraphs first, second and third clause (A) of Section 4.01(a)(i).
As to the Class A-8 Certificates, the amount distributable to such Class
pursuant to Paragraphs first and second of Section 4.01(a)(i). As to the Class
A-4 and Class A-26 Certificates, the amount distributable to such Class pursuant
to Paragraph third clause (A) of Section 4.01(a)(i). As to any Distribution Date
and the Class A-PO Certificates, the amount distributable to the Class A-PO
Certificates pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a)(i) on such Distribution Date.
CLASS A FIXED PASS-THROUGH RATE: As to any Distribution Date, the rate per annum
set forth in Section 11.01.
CLASS A INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum of the
Interest Accrual Amounts for the Classes of Class A Certificates with respect to
such Distribution Date.
CLASS A INTEREST PERCENTAGE: As to any Distribution Date and any Class of Class
A Certificates the percentage calculated by dividing the Interest Accrual Amount
of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class A Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
CLASS A INTEREST SHORTFALL AMOUNT: As to any Distribution Date and any Class of
Class A Certificates, any amount by which the Interest Accrual Amount of such
Class with respect to such Distribution Date exceeds the amount distributed in
respect of such Class on such Distribution Date pursuant to Paragraph first of
Section 4.01(a)(i).
CLASS A INTEREST SHORTFALL DISTRIBUTION: As to any Distribution Date and Class
of Class A Certificates, the amount distributed in respect of such Class
pursuant to Paragraph second of Section 4.01(a)(i).
CLASS A INTEREST SHORTFALL PERCENTAGE: As to any Distribution Date and any Class
of Class A Certificates, the percentage calculated by dividing the Class A
Unpaid Interest Shortfall for such Class by the Aggregate Class A Unpaid
Interest Shortfall determined as of the Business Day preceding the applicable
Distribution Date.
CLASS A LOSS DENOMINATOR: As to any Determination Date, an amount equal to the
Class A Non- PO Principal Balance.
CLASS A LOSS PERCENTAGE: As to any Determination Date and any Class of Class A
Certificates (other than the Class A-PO Certificates) then outstanding, the
percentage calculated by dividing the Principal Balance of such Class by the
Class A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Class A Certificates not then outstanding), in each case
determined as of the preceding Determination Date.
CLASS A NON-PO OPTIMAL AMOUNT: As to any Distribution Date, the sum for such
Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the Aggregate
Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal Principal
Amount.
CLASS A NON-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal Balance
of such Mortgage Loan which, during the month preceding the month of such
Distribution Date, was repurchased by the Seller pursuant to Section 2.02
or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the
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, the
aggregate amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph third clause (A) of Section 4.01(a)(i).
CLASS A PASS-THROUGH RATE: As to the Class A-1, Class A-2, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-10, Class A-19, Class A-27, Class A-28, Class A-R
and Class A-LR Certificates, the Class A Fixed Pass-Through Rate. As to the
Class A-3 Certificates, 6.250% per annum. As to the Class A-9 Certificates,
6.375% per annum. As to the Class A-11 Certificates, 7.250% per annum. As to the
Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17 and Class
A-18 Certificates, 6.750% per annum. As to the Class A-20, Class A-21, Class
A-22 and Class A-23 Certificates, 7.000% per annum. As to the Class A-24
Certificates, the Class A-24 Pass-Through Rate. As to the Class A-25
Certificates, the Class A-25 Pass-Through Rate. The Class A-4, Class A-26 and
Class A-PO Certificates are not entitled to interest and have no Class A
Pass-Through Rate.
CLASS A PERCENTAGE: As to any Distribution Date occurring on or prior to the
Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
CLASS A PREPAYMENT PERCENTAGE: As to any Distribution Date to and including the
Distribution Date in 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-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-16
Certificates, Class A-17 Certificates, Class A-18 Certificates, Class A-19
Certificates, Class A-20 Certificates, Class A-21 Certificates, Class A-22
Certificates, Class A-23 Certificates, Class A-24 Certificates, Class A-25
Certificates, Class A-26 Certificates, Class A-27 Certificates, Class A-28
Certificates, Class A-PO Certificates, Class A-R Certificate and Class A-LR
Certificate.
CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date and any Class of
Class A Certificates, the amount, if any, by which the aggregate of the Class A
Interest Shortfall Amounts for such Class for prior Distribution Dates is in
excess of the amounts distributed in respect of such Class on prior Distribution
Dates pursuant to Paragraph second of Section 4.01(a)(i).
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-8 INTEREST ACCRUAL AMOUNT: As to any Distribution Date, (i) the product
of (A) 1/12th of the Class A Pass-Through Rate for the Class A-8 Certificates
and (B) the Class A-8 Notional Amount as of such Distribution Date minus (ii)
the Class A Interest Percentage of the Class A-8 Certificates of (x) any
Non-Supported Interest Shortfall allocated to the Class A Certificates, (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class A Certificates with respect to
such Distribution Date pursuant to Section 4.02(e) and (z) the interest portion
of any Realized Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates on or
after the Cross-Over Date pursuant to Section 4.02(e).
CLASS A-8 NOTIONAL AMOUNT: As to any Distribution Date, an amount equal to
3.8461538462% of the Principal Balance of the Class A-3 Certificates.
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-16 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-16 and Exhibit C hereto.
CLASS A-16 CERTIFICATEHOLDER: The registered holder of a Class A-16 Certificate.
CLASS A-17 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-17 and Exhibit C hereto.
CLASS A-17 CERTIFICATEHOLDER: The registered holder of a Class A-17 Certificate.
CLASS A-18 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-18 and Exhibit C hereto.
CLASS A-18 CERTIFICATEHOLDER: The registered holder of a Class A-18 Certificate.
CLASS A-19 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-19 and Exhibit C hereto.
CLASS A-19 CERTIFICATEHOLDER: The registered holder of a Class A-19 Certificate.
CLASS A-20 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-20 and Exhibit C hereto.
CLASS A-20 CERTIFICATEHOLDER: The registered holder of a Class A-20 Certificate.
CLASS A-21 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-21 and Exhibit C hereto.
CLASS A-21 CERTIFICATEHOLDER: The registered holder of a Class A-21 Certificate.
CLASS A-22 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-22 and Exhibit C hereto.
CLASS A-22 CERTIFICATEHOLDER: The registered holder of a Class A-22 Certificate.
CLASS A-23 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-23 and Exhibit C hereto.
CLASS A-23 CERTIFICATEHOLDER: The registered holder of a Class A-23 Certificate.
CLASS A-24 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-24 and Exhibit C hereto.
CLASS A-24 CERTIFICATEHOLDER: The registered holder of a Class A-24 Certificate.
CLASS A-24 PASS-THROUGH RATE: With respect to the Distribution Date occurring in
April 1999, 5.835% per annum. With respect to each succeeding Distribution Date,
a per annum rate, determined by the Trust Administrator on the Rate
Determination Date occurring in the second month preceding the month in which
such Distribution Date occurs in the manner specified in Section 4.07 hereof,
equal to 0.900% plus LIBOR subject to a minimum rate of 0.900% and a maximum
rate of 8.500%.
CLASS A-25 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-25 and Exhibit C hereto.
CLASS A-25 CERTIFICATEHOLDER: The registered holder of a Class A-25 Certificate.
CLASS A-25 PASS-THROUGH RATE: With respect to the Distribution Date occurring in
April 1999, 10.2792849% per annum. With respect to each succeeding Distribution
Date, a per annum rate, determined by the Trust Administrator on the Rate
Determination Date occurring in the second month preceding the month in which
such Distribution Date occurs in the manner specified in Section 4.07 hereof,
equal to 29.3142804% minus the product of 3.85714194 and LIBOR subject to a
minimum rate of 0.000% and a maximum rate of 29.3142804%
CLASS A-26 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-26 and Exhibit C hereto.
CLASS A-26 CERTIFICATEHOLDER: The registered holder of a Class A-26 Certificate.
CLASS A-27 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-27 and Exhibit C hereto.
CLASS A-27 CERTIFICATEHOLDER: The registered holder of a Class A-27 Certificate.
CLASS A-28 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-28 and Exhibit C hereto.
CLASS A-28 CERTIFICATEHOLDER: The registered holder of a Class A-28 Certificate.
CLASS A-L1 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-L3 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-L4 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-L9 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-L11 INTEREST: A regular interest in the Lower-Tier REMIC which is held
as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-L12 INTEREST: A regular interest in the Lower-Tier REMIC which is held
as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-L20 INTEREST: A regular interest in the Lower-Tier REMIC which is held
as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-L24 INTEREST: A regular interest in the Lower-Tier REMIC which is held
as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-LPO INTEREST: A regular interest in the Lower-Tier REMIC which is held
as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-LR CERTIFICATE: The Certificate executed by the Trust Administrator and
authenticated by the Trust Administrator or the Authenticating Agent in
substantially the form set forth in Exhibit A-LR and Exhibit D hereto.
CLASS A-LR CERTIFICATEHOLDER: The registered holder of the Class A-LR
Certificate.
CLASS A-LUR INTEREST: A regular interest in the Lower-Tier REMIC which is held
as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS A-PO CERTIFICATE: Any one of the Certificates executed by the 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)(i)
and (y) the sum of the product for each Discount Mortgage Loan which became a
Liquidated Loan at any time on or prior to the last day of the applicable
Unscheduled Principal Receipt Period for the current Distribution Date of (a)
the PO Fraction for such Discount Mortgage Loan and (b) an amount equal to the
principal portion of Realized Losses (other than Bankruptcy Losses due to Debt
Service Reductions) incurred with respect to such Mortgage Loan other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
and (B) amounts distributed on the Class A-PO Certificates on prior Distribution
Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On and after the
Cross-Over Date, the Class A-PO Deferred Amount will be zero. No interest will
accrue on any Class A-PO Deferred Amount.
CLASS A-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum as to each Outstanding Mortgage Loan, of the product of (x) the
PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due Date
occurring in the month of such Distribution Date on such Mortgage Loan,
less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a Servicer
with respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by the Seller during such preceding month pursuant to Section
2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage Loan
substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
the applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan.
CLASS A-R CERTIFICATE: The Certificate executed by the Trust Administrator and
authenticated by the Trust Administrator or the Authenticating Agent in
substantially the form set forth in Exhibit A-R and Exhibit C hereto.
CLASS A-R CERTIFICATEHOLDER: The registered holder of the Class A-R Certificate.
CLASS B CERTIFICATE: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
CLASS B CERTIFICATEHOLDER: The registered holder of a Class B Certificate.
CLASS B DISTRIBUTION AMOUNT: Any of the Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 or Class B-6 Distribution Amounts.
CLASS B INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum of the
Interest Accrual Amounts for the Classes of Class B Certificates with respect to
such Distribution Date.
CLASS B INTEREST PERCENTAGE: As to any Distribution Date and any Class of Class
B Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class B Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
CLASS B INTEREST SHORTFALL AMOUNT: Any of the Class B-1 Interest Shortfall
Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall
Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount
or Class B-6 Interest Shortfall Amount.
CLASS B LOSS PERCENTAGE: As to any Determination Date and any Class of Class B
Certificates then outstanding, the percentage calculated by dividing the
Principal Balance of such Class B by the Class B Principal Balance (determined
without regard to any Principal Balance of any Class of Class B Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
CLASS B OPTIMAL PRINCIPAL AMOUNT: Any of the Class B-1, Class B-2 , Class B-3,
Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.
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)(i).
CLASS B-1 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the 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)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-1 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
CLASS B-1 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-1 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-1 Certificates on prior Distribution Dates pursuant to Paragraph
sixth of Section 4.01(a)(i).
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)(i).
CLASS B-2 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-2 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-2 Certificates on such Distribution Date pursuant to Paragraph eighth of
Section 4.01(a)(i).
CLASS B-2 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the 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)(i) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
CLASS B-2 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-2 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-2 Certificates on prior Distribution Dates pursuant to Paragraph
ninth of Section 4.01(a)(i).
CLASS B-3 CERTIFICATE: Any one of the Certificates executed by the 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)(i).
CLASS B-3 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-3 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-3 Certificates on such Distribution Date pursuant to Paragraph eleventh of
Section 4.01(a)(i).
CLASS B-3 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the 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)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-3 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.
CLASS B-3 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-3 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-3 Certificates on prior Distribution Dates pursuant to Paragraph
twelfth of Section 4.01(a)(i).
CLASS B-4 CERTIFICATE: Any one of the Certificates executed by the 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)(i).
CLASS B-4 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-4 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-4 Certificates on such Distribution Date pursuant to Paragraph fourteenth of
Section 4.01(a)(i).
CLASS B-4 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the 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)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-4 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
CLASS B-4 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-4 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-4 Certificates on prior Distribution Dates pursuant to Paragraph
fifteenth of Section 4.01(a)(i).
CLASS B-5 CERTIFICATE: Any one of the Certificates executed by the 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)(i).
CLASS B-5 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-5 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-5 Certificates on such Distribution Date pursuant to Paragraph seventeenth of
Section 4.01(a)(i).
CLASS B-5 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the 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)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
CLASS B-5 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-5 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-5 Certificates on prior Distribution Dates pursuant to Paragraph
eighteenth of Section 4.01(a)(i).
CLASS B-6 CERTIFICATE: Any one of the Certificates executed by the 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)(i).
CLASS B-6 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-6 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-6 Certificates on such Distribution Date pursuant to Paragraph twentieth of
Section 4.01(a)(i).
CLASS B-6 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the 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)(i) and
(b) the Realized Losses allocated through such Determination Date to the Class
B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount
as of the preceding Distribution Date less the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
CLASS B-6 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-6 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-6 Certificates on prior Distribution Dates pursuant to Paragraph
twenty-first of Section 4.01(a)(i).
CLASS B-L1 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS B-L2 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS B-L3 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS B-L4 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS B-L5 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLASS B-L6 INTEREST: A regular interest in the Lower-Tier REMIC which is held as
an asset of the Upper-Tier REMIC and is entitled to monthly distributions as
provided in Section 4.01(a)(ii) hereof.
CLEARING AGENCY: An organization registered as a "clearing agency" pursuant to
Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
CLEARING AGENCY INDIRECT PARTICIPANT: A broker, dealer, bank, financial
institution or other Person that clears securities transactions through or
maintains a custodial relationship with a Clearing Agency Participant, either
directly or indirectly.
CLEARING AGENCY PARTICIPANT: A broker, dealer, bank, financial institution or
other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
CLOSING DATE: The date of initial issuance of the Certificates, as set forth in
Section 11.21.
CODE: The Internal Revenue Code of 1986, as it may be amended from time to time,
any successor statutes thereto, and applicable U.S. Department of the Treasury
temporary or final regulations promulgated thereunder.
COMPENSATING INTEREST: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
CO-OP SHARES: Shares issued by private non-profit housing corporations.
CORPORATE TRUST OFFICE: The principal office of the 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.
CORRESPONDING UPPER-TIER CLASS OR CLASSES: As to the following Uncertificated
Lower-Tier Interests, the Corresponding Upper-Tier Class or Classes, as follows:
UNCERTIFICATED LOWER-TIER
INTEREST CORRESPONDING UPPER-TIER CLASS OR CLASSES
------------------------- -----------------------------------------
Class A-L1 Interest Class A-1 Certificates, Class A-2
Certificates, Class A-5 Certificates,
Class A-6 Certificates, Class A-7
Certificates Class A-10 Certificates,
Class A-19 Certificates, Class A-27
Certificates and Class A-28 Certificates.
Class A-L3 Interest, Class A-3 Certificates and Class A-8
Certificates
Class A-L4 Interest, Class A-4 Certificates and Class A-26
Certificates
Class A-L9 Interest Class A-9 Certificates
Class A-L11 Interest Class A-11 Certificates
Class A-L12 Interest Class A-12 Certificates, Class A-13
Certificates, Class A-14 Certificates,
Class A-15 Certificates, Class A-16
Certificates, Class A-17 Certificates and
Class A-18 Certificates
Class A-L20 Interest Class A-20 Certificates, Class A-21
Certificates, Class A-22 Certificates and
Class A-23 Certificates
Class A-L24 Interest Class A-24 Certificates and Class A-25
Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
CROSS-OVER DATE: The Distribution Date preceding the first Distribution Date on
which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
CROSS-OVER DATE INTEREST SHORTFALL: With respect to any Distribution Date that
occurs on or after the Cross-Over Date with respect to any Unscheduled Principal
Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of such
Distribution Date, the amount of interest that would have accrued
at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of
the month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from the
day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
CURRENT CLASS A INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date, the
amount distributed in respect of the Classes of Class A Certificates pursuant to
Paragraph first of Section 4.01(a)(i) on such Distribution Date.
CURRENT CLASS B INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date, the
amount distributed in respect of the Classes of Class B Certificates pursuant to
Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of
Section 4.01(a)(i) on such Distribution Date.
CURRENT CLASS B-1 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Certificates by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-1 Fractional Interest.
CURRENT CLASS B-2 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-2
Fractional Interest.
CURRENT CLASS B-3 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-4, Class B-5 and Class B-6 Certificates by the
sum of the Class A Non-PO Principal Balance and the Class B Principal Balance.
As to the first Distribution Date, the Original Class B-3 Fractional Interest.
CURRENT CLASS B-4 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-5 and Class B-6 Certificates by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance. As to the
first Distribution Date, the Original Class B-4 Fractional Interest.
CURRENT CLASS B-5 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the Principal
Balance of the Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-5 Fractional Interest.
CURTAILMENT: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
CUSTODIAL AGREEMENT: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trust Administrator, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
CUSTODIAL P&I ACCOUNT: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
CUSTODIAN: Initially, the Trust Administrator, and thereafter the Custodian, if
any, hereafter appointed by the Trust Administrator pursuant to Section 8.13, or
its successor in interest under the Custodial Agreement. The Custodian may (but
need not) be the Trustee, the Trust Administrator or any Person directly or
indirectly controlling or controlled by or under common control of either of
them. Neither a Servicer, nor the Seller nor the Master Servicer nor any Person
directly or indirectly controlling or controlled by or under common control with
any such Person may be appointed Custodian.
CUT-OFF DATE: The first day of the month of initial issuance of the Certificates
as set forth in Section 11.02.
CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
CUT-OFF DATE PRINCIPAL BALANCE: As to each Mortgage Loan, its unpaid principal
balance as of the close of business on the Cut-Off Date (but without giving
effect to any Unscheduled Principal Receipts received or applied on the Cut-Off
Date), reduced by all payments of principal due on or before the Cut-Off Date
and not paid, and increased by scheduled monthly payments of principal due after
the Cut-Off Date but received by the related Servicer on or before the Cut-Off
Date.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation by a court
of competent jurisdiction of the Mortgaged Property in an amount less than the
then-outstanding indebtedness under the Mortgage Loan, or any reduction in the
amount of principal to be paid in connection with any scheduled Monthly Payment
that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: As defined in Section 5.01(b).
DENOMINATION: The amount, if any, specified on the face of each Certificate
(other than the Class A-8 Certificates) representing the principal portion of
the Cut-Off Date Aggregate Principal Balance evidenced by such Certificate. As
to the Class A-8 Certificates, the amount specified on the face of such
Certificate representing the portion of the Original Class A-8 Notional Amount.
DETERMINATION DATE: The 17th day of the month in which the related Distribution
Date occurs, or if such 17th day is not a Business Day, the Business Day
preceding such 17th day.
DISCOUNT MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest Rate of
less than 6.500%.
DISTRIBUTION DATE: The 25th day of any month, beginning in the month following
the month of initial issuance of the Certificates, or if such 25th day is not a
Business Day, the Business Day following such 25th day.
DUE DATE: With respect to any Mortgage Loan, the day of the month in which the
Monthly Payment on such Mortgage Loan is scheduled to be paid.
ELIGIBLE ACCOUNT: One or more accounts (i) that are maintained with a depository
institution (which may be the Master Servicer) whose long-term debt obligations
(or, in the case of a depository institution which is part of a holding company
structure, the long-term debt obligations of such parent holding company) at the
time of deposit therein are rated at least "AA" (or the equivalent) by each of
the Rating Agencies, (ii) the deposits in which are fully insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance
Fund, (iii) the deposits in which are insured by the FDIC through either the
Bank Insurance Fund or the Savings Association Insurance Fund (to the limit
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured, as evidenced by an Opinion of Counsel delivered to the 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 two separate
REMICs or result in the imposition of any federal tax on either of the
Upper-Tier REMIC or the Lower-Tier REMIC.
ELIGIBLE INVESTMENTS: At any time, any one or more of the following obligations
and securities which shall mature not later than the Business Day preceding the
Distribution Date next succeeding the date of such investment, provided that
such investments continue to qualify as "cash flow investments" as defined in
Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of the
United States of America or the District of Columbia receiving the highest
short-term or highest long-term rating of each Rating Agency, or such
lower rating as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds or
banker's acceptances issued by any depository institution or trust company
incorporated under the laws of the United States or of any state thereof
and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or debt obligations of
such depository institution or trust company (or in the case of the
principal depository institution in a holding company system, the
commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any security
described in clauses (i) or (ii) above or any other security issued or
guaranteed by an agency or instrumentality of the United States of
America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon securities)
bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state
thereof which, at the time of such investment or contractual commitment
providing for such investment, are then rated in the highest short-term or
the highest long-term rating category by each Rating Agency, or in such
lower rating category as would not result in the downgrading or withdrawal
of the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
and
(viii) such other investments acceptable to each Rating Agency as would
not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such instrument
evidences either (i) a right to receive only interest payments with respect to
the obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the interest
and principal payments with respect to such instrument provide a yield to
maturity at the date of investment of greater than 120% of the yield to maturity
at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA PROHIBITED HOLDER: As defined in Section 5.02(d).
ERRORS AND OMISSIONS Policy: As defined in each of the Servicing Agreements.
EVENT OF DEFAULT: Any of the events specified in Section 7.01.
EXCESS BANKRUPTCY LOSS: With respect to any Distribution Date and any Mortgage
Loan as to which a Bankruptcy Loss is realized in the month preceding the month
of such Distribution Date, (i) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date exceed the then-applicable Bankruptcy Loss
Amount, then the portion of such Bankruptcy Loss represented by the ratio of (a)
the excess of the Aggregate Current Bankruptcy Losses over the then-applicable
Bankruptcy Loss Amount, divided by (b) the Aggregate Current Bankruptcy Losses
or (ii) if the Aggregate Current Bankruptcy Losses with respect to such
Distribution Date are less than or equal to the then-applicable Bankruptcy Loss
Amount, then zero. In addition, any Bankruptcy Loss occurring with respect to a
Mortgage Loan on or after the Cross-Over Date will be an Excess Bankruptcy Loss.
EXCESS FRAUD LOSS: With respect to any Distribution Date and any Mortgage Loan
as to which a Fraud Loss is realized in the month preceding the month of such
Distribution Date, (i) if the Aggregate Current Fraud Losses with respect to
such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
EXCESS SPECIAL HAZARD LOSS: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
EXHIBIT F-1 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit F-1
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced in
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 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-16, Class A-17, Class A-18, Class A-19, Class A-20, Class
A-21, Class A-22, Class A-23, Class A-24, Class A-25, Class A-26, Class A-27,
Class A-28, Class A-PO, Class A-R, Class A-LR, Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates is 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 successors 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 $16,000,991.64 minus the aggregate amount of Fraud Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date, and (Y) from the first through fifth anniversary of the Cut-Off Date, an
amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-Off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the most
recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
FULL UNSCHEDULED PRINCIPAL RECEIPT: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
HOLDER: See "Certificateholder."
INDEPENDENT: When used with respect to any specified Person, such Person who (i)
is in fact independent of the Seller, the Master Servicer and any Servicer, (ii)
does not have any direct financial interest or any material indirect financial
interest in the Seller or the Master Servicer or any Servicer or in an affiliate
of either, and (iii) is not connected with the Seller, the Master Servicer or
any Servicer as an officer, employee, promoter, underwriter, trustee, trust
administrator, partner, director or person performing similar functions.
INSURANCE POLICY: Any insurance or performance bond relating to a Mortgage Loan
or the Mortgage Loans, including any hazard insurance, special hazard insurance,
flood insurance, primary mortgage insurance, mortgagor bankruptcy bond or title
insurance.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
INSURED EXPENSES: Expenses covered by any Insurance Policy covering a Mortgage
Loan.
INTEREST ACCRUAL AMOUNT: As to any Distribution Date and any Class of Class A
Certificates (other than the Class A-4, Class A-8, Class A-26 and Class A-PO
Certificates), (a) the product of (i) 1/12th of the Class A Pass-Through Rate
for such Class and (ii) the Principal Balance of such Class as of the
Determination Date preceding such Distribution Date minus (b) the Class A
Interest Percentage of such Class of (i) any Non-Supported Interest Shortfall
allocated to the Class A Certificates with respect to such Distribution Date,
(ii) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class A Certificates with
respect to such Distribution Date pursuant to Section 4.02(e) and (iii) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates on or after the Cross-Over Date pursuant to Section 4.02(e). As
to any Distribution Date and the Class A-8 Certificates, the Class A-8 Interest
Accrual Amount. The Class A-4, Class A-26 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).
LIBOR: As to any Distribution Date, the arithmetic mean of the London Interbank
offered rate quotations for one month Eurodollar deposits, as determined by the
Trust Administrator on the related Rate Determination Date in accordance with
Section 4.07.
LIBOR BUSINESS DAY: Any Business Day on which banks are open for dealing in
foreign currency and exchange in London, England, the City of New York and
Charlotte, North Carolina.
LIBOR CERTIFICATES: Any of the Class A-24 and Class A-25 Certificates.
LIQUIDATED LOAN: A Mortgage Loan with respect to which the related Mortgaged
Property has been acquired, liquidated or foreclosed and with respect to which
the applicable Servicer determines that all Liquidation Proceeds which it
expects to recover have been recovered.
LIQUIDATED LOAN LOSS: With respect to any Distribution Date, the aggregate of
the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
LIQUIDATION EXPENSES: Expenses incurred by a Servicer in connection with the
liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trust Administrator pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
LIQUIDATION PROCEEDS: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
LOAN-TO-VALUE RATIO: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
LOWER-TIER DISTRIBUTION AMOUNT: As defined in Section 4.01(a).
LOWER-TIER REMIC: One of two separate REMICs comprising the Trust Estate, the
assets of which consist of the Mortgage Loans (other than Fixed Retained Yield),
such amounts as shall from time to time be held in the Certificate Account
(other than Fixed Retained Yield), the insurance policies, if any, relating to a
Mortgage Loan and property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure.
MASTER SERVICER: Norwest Bank Minnesota, National Association, or its successor
in interest.
MASTER SERVICING FEE: With respect to any Mortgage Loan and any Distribution
Date, the fee payable monthly to the Master Servicer pursuant to Section 6.05
equal to a fixed percentage (expressed as a per annum rate) of the unpaid
principal balance of such Mortgage Loan.
MASTER SERVICING FEE RATE: As set forth in Section 11.26.
MID-MONTH RECEIPT PERIOD: With respect to each Distribution Date, the one month
period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC MORTGAGE LOAN PURCHASE AGREEMENT: The master mortgage loan purchase
agreement dated as of April 1, 1998 between Merrill Lynch Credit Corporation, as
seller, and Norwest Funding, Inc., as purchaser.
MLCC SERVICING AGREEMENT: The Servicing Agreement executed by Merrill Lynch
Credit Corporation, as Servicer.
MONTH END INTEREST: As defined in each Servicing Agreement or with respect to
the MLCC Servicing Agreement, 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 RIDER: The standard FNMA/FHLMC riders to the Mortgage Note and/or
Mortgage riders required when the Mortgaged Property is a condominium unit or a
unit in a planned unit development.
MORTGAGE LOAN SCHEDULE: The list of the Mortgage Loans transferred to the Trust
Administrator on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1 and F-2, which list may be amended following the Closing
Date upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or
2.03 and which list shall set forth at a minimum the following information of
the close of business on the Cut-Off Date (or, with respect to Substitute
Mortgage Loans, as of the close of business on the day of substitution) as to
each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the Servicing Fee Rate;
(xiv) the Master Servicing Fee;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Exhibit F-2 Mortgage Loan, the name of the Servicer with
respect thereto.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
MORTGAGE LOANS: Each of the mortgage loans transferred and assigned to the Trust
Administrator on the Closing Date pursuant to Section 2.01 and any mortgage
loans substituted therefor pursuant to Section 2.02 or 2.03, in each case as
from time to time are included in the Trust Estate as identified in the Mortgage
Loan Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
MORTGAGED PROPERTY: The property subject to a Mortgage, which may include Co-op
Shares or residential long-term leases.
MORTGAGOR: The obligor on a Mortgage Note.
NET FORECLOSURE PROFITS: As to any Distribution Date, the amount, if any, by
which (i) Aggregate Foreclosure Profits with respect to such Distribution Date
exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
NET LIQUIDATION PROCEEDS: As to any defaulted Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
NET MORTGAGE INTEREST RATE: With respect to each Mortgage Loan, a rate equal to
(i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum of (a)
the Servicing Fee Rate, as set forth in Section 11.25 with respect to such
Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section 11.26
with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate, if
any, with respect to such Mortgage Loan. Any regular monthly computation of
interest at such rate shall be based upon annual interest at such rate on the
applicable amount divided by twelve.
NET REO PROCEEDS: As to any REO Mortgage Loan, REO Proceeds net of any related
expenses of the Servicer.
NON-PERMITTED FOREIGN HOLDER: As defined in Section 5.02(d).
NON-PO FRACTION: With respect to any Mortgage Loan, the lesser of (i) 1.00 and
(ii) the quotient obtained by dividing the Net Mortgage Interest Rate for such
Mortgage Loan by 6.500%.
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(g).
NORWEST MORTGAGE: Norwest Mortgage, Inc., or its successor in interest.
NORWEST MORTGAGE CORRESPONDENTS: The entities listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
NORWEST SERVICING AGREEMENT: The Servicing Agreement providing for the servicing
of the Exhibit F-1 Mortgage Loans 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-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-21, Class A-22, Class A-23, Class A-24, Class A-25, Class A-26, Class
A-27, Class A-28, Class A-R and Class A-LR Certificates, as set forth in Section
11.06.
ORIGINAL CLASS A-8 NOTIONAL AMOUNT: The Original Class A-8 Notional Amount, as
set forth in Section 11.05(a).
ORIGINAL CLASS B PRINCIPAL BALANCE: The sum of the Original Class B-1 Principal
Balance, Original Class B-2 Principal Balance, Original Class B-3 Principal
Balance, Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and Original Class B-6 Principal Balance, as set forth in Section 11.14.
ORIGINAL CLASS B-1 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance, Original Class B-5 Principal Balance and the Original Class
B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
ORIGINAL CLASS B-2 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-2 Fractional Interest is specified in Section 11.17.
ORIGINAL CLASS B-3 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance, the Original Class B-5 Principal Balance and the Original Class B-6
Principal Balance by the sum of the Original Class A Non-PO Principal Balance
and the Original Class B Principal Balance. The Original Class B-3 Fractional
Interest is specified in Section 11.18.
ORIGINAL CLASS B-4 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-4 Fractional Interest is specified in Section 11.19.
ORIGINAL CLASS B-5 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the Original Class B-6 Principal Balance by the
sum of the Original Class A Non-PO Principal Balance and the Original Class B
Principal Balance. The Original Class B-5 Fractional Interest is specified in
Section 11.20.
ORIGINAL CLASS B-1 PERCENTAGE: The Class B-1 Percentage as of the Cut-Off Date,
as set forth in Section 11.08.
ORIGINAL CLASS B-2 PERCENTAGE: The Class B-2 Percentage as of the Cut-Off Date,
as set forth in Section 11.09.
ORIGINAL CLASS B-3 PERCENTAGE: The Class B-3 Percentage as of the Cut-Off Date,
as set forth in Section 11.10.
ORIGINAL CLASS B-4 PERCENTAGE: The Class B-4 Percentage as of the Cut-Off Date,
as set forth in Section 11.11.
ORIGINAL CLASS B-5 PERCENTAGE: The Class B-5 Percentage as of the Cut-Off Date,
as set forth in Section 11.12.
ORIGINAL CLASS B-6 PERCENTAGE: The Class B-6 Percentage as of the Cut-Off Date,
as set forth in Section 11.13.
ORIGINAL CLASS B-1 PRINCIPAL BALANCE: The Class B-1 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-2 PRINCIPAL BALANCE: The Class B-2 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-3 PRINCIPAL BALANCE: The Class B-3 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-4 PRINCIPAL BALANCE: The Class B-4 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-5 PRINCIPAL BALANCE: The Class B-5 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-6 PRINCIPAL BALANCE: The Class B-6 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL PRINCIPAL BALANCE: Any of the Original Principal Balances of the
Classes of Class A Certificates as set forth in Section 11.05; the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance or Original Class B-6 Principal Balance as set forth
in Section 11.15.
ORIGINAL SUBORDINATED PERCENTAGE: The Subordinated Percentage as of the Cut-Off
Date, as set forth in Section 11.07.
OTHER SERVICER: Any of the Servicers other than Norwest Mortgage.
OTHER SERVICING AGREEMENTS: The Servicing Agreements other than the Norwest
Servicing Agreement.
OUTSTANDING MORTGAGE LOAN: As to any Due Date, a Mortgage Loan (including an REO
Mortgage Loan) which was not the subject of a Full Unscheduled Principal Receipt
prior to such Due Date and which was not repurchased by the Seller prior to such
Due Date pursuant to Section 2.02 or 2.03.
OWNER MORTGAGE LOAN FILE: A file maintained by the 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(Registered) GUARANTY AGREEMENT FOR REAL ESTATE: As defined in the
MLCC Servicing Agreement.
PARENT POWER(Registered) 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 Trust Administrator, as
agent for the Master Servicer, to make distributions to Certificateholders with
respect to the Certificates and to forward to Certificateholders the periodic
and annual statements required by Section 4.04. The Paying Agent may be any
Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee or the Trust
Administrator. The initial Paying Agent is appointed in Section 4.03(a).
PAYMENT ACCOUNT: The account maintained pursuant to Section 4.03(b).
PERCENTAGE INTEREST: With respect to a Class A Certificate (other than Class A-8
Certificates), the undivided percentage interest obtained by dividing the
original principal balance of such Certificate by the Original Principal Balance
of such Class of Class A Certificates. With respect to a Class A-8 Certificate,
the undivided percentage interest obtained by dividing the Original Class A-8
Notional Amount evidenced by such Certificate by the Original Class A-8 Notional
Amount of such Class. With respect to a Class B Certificate, the undivided
percentage interest obtained by dividing the original principal balance of such
Certificate by the Original Principal Balance of such Class of Class B
Certificates.
PERIODIC ADVANCE: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the 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.
PREMIUM MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest Rate of
6.500% or greater.
PREPAYMENT IN FULL: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
PREPAYMENT INTEREST SHORTFALL: On any Distribution Date, the amount of interest,
if any, that would have accrued on any Mortgage Loan which was the subject of a
Prepayment in Full at the Net Mortgage Interest Rate for such Mortgage Loan from
the date of its Prepayment in Full (but in the case of a Prepayment in Full
where the Applicable Unscheduled Principal Receipt Period is the Mid-Month
Receipt Period, only if the date of the Prepayment in Full is on or after the
Determination Date in the month prior to the month of such Distribution Date and
prior to the first day of the month of such Distribution Date) through the last
day of the month prior to the month of such Distribution Date.
PREPAYMENT SHIFT PERCENTAGE: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Prepayment Shift 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 (other than the Class A-8 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-8 and 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)(i) and (ii) as a result of a Principal Adjustment and (b)
the Realized Losses allocated through such Determination Date to such Class
pursuant to Section 4.02(b). After the Cross-Over Date, each such Principal
Balance will also be reduced on each Determination Date by an amount equal to
the product of the Class A Loss Percentage of such Class and the excess, if any,
of (i) the Class A Non-PO Principal Balance as of such Determination Date
without regard to this sentence over (ii) the difference between (A) the
Adjusted Pool Amount for the preceding Distribution Date and (B) the Adjusted
Pool Amount (PO Portion) for the preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over Date and as to
the Class A-PO Certificates, the Original Principal Balance of such Class less
the sum of (a) all amounts previously distributed in respect of the Class A-PO
Certificates on prior Distribution Dates pursuant to Paragraphs third clause (B)
and fourth of Section 4.01(a)(i) 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 A-7 Certificates and (ii) the sum of (A)
the product of (1) the Priority Percentage, (2) the Shift Percentage and (3) the
Scheduled Principal Amount and (B) the product of (1) the Priority Percentage,
(2) the Prepayment Shift Percentage and (3) the Unscheduled
Principal Amount.
PRIORITY PERCENTAGE: The (i) sum of the Principal Balances of the Class A-3 and
Class A-7 Certificates, divided (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.
RATE DETERMINATION DATE: As to any Distribution Date and any Class of LIBOR
Certificates, the second LIBOR Business Day prior to the beginning of the month
preceding the month in which such Distribution Date occurs.
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.
REMIC PROVISIONS: Provisions of the federal income tax law relating to REMICs,
which appear at Sections 860A through 860G of Part IV of Subchapter M of Chapter
1 of Subtitle A of the Code, and related provisions, and U.S. Department of the
Treasury temporary, proposed or final regulations promulgated thereunder, as the
foregoing are in effect (or with respect to proposed regulations, are proposed
to be in effect) from time to time.
REMITTANCE DATE: As defined in each of the Servicing Agreements.
REO MORTGAGE LOAN: Any Mortgage Loan which is not a Liquidated Loan and as to
which the indebtedness evidenced by the related Mortgage Note is discharged and
the related Mortgaged Property is held as part of the Trust Estate.
REO PROCEEDS: Proceeds received in respect of any REO Mortgage Loan (including,
without limitation, proceeds from the rental of the related Mortgaged Property).
REQUEST FOR RELEASE: A request for release in substantially the form attached as
Exhibit G hereto.
RESPONSIBLE OFFICER: When used with respect to the Trustee or the Trust
Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
RULE 144A: Rule 144A promulgated under the Securities Act of 1933, as amended.
S&P: Standard & Poor's, or its successor in interest.
SCHEDULED PRINCIPAL AMOUNT: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(i) and y(iv) of the definition of
Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Percentage.
SCHEDULED PRINCIPAL BALANCE: As to any Mortgage Loan and Distribution Date, the
principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
SELLER: Norwest Asset Securities Corporation, or its successor in interest.
SENIOR OPTIMAL AMOUNT: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
SERVICER MORTGAGE LOAN FILE: As defined in each of the Servicing Agreements.
SERVICERS: Each of Norwest Mortgage, Inc., Bank United, First Union Mortgage
Corporation, Marine Midland Mortgage Corporation, Countrywide Home Loans, Inc.,
SunTrust Mortgage, Inc., Merrill Lynch Credit Corporation, National City
Mortgage Company, FT Mortgage Companies, Home Savings of America, FSB, NOVUS
Financial Corporation, Hibernia National Bank, Farmers State Bank & Trust
Company of Superior, The Huntington Mortgage Company, HomeSide Lending, Cascade
Bank, GMAC Mortgage Corporation, Bank of Oklahoma, N.A., Star Bank and Columbia
Equities, Ltd. as Servicer under the related Servicing Agreement.
SERVICING AGREEMENTS: Each of the Servicing Agreements executed with respect to
a portion of the Mortgage Loans by one of the Servicers, which agreements are
attached hereto, collectively, as Exhibit L.
SERVICING FEE: With respect to any Servicer, as defined in its Servicing
Agreement.
SERVICING FEE RATE: With respect to a Mortgage Loan, as set forth in Section
11.25.
SERVICING OFFICER: Any officer of a Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans.
SHIFT PERCENTAGE: As to any Distribution Date, the percentage indicated below:
DISTRIBUTION DATE OCCURRING IN SHIFT PERCENTAGE
- ------------------------------ ----------------
April 1999 through March 2004.................. 0%
April 2004 and ................................ 100%
SIMILAR LAW: As defined in Section 5.02(c).
SINGLE CERTIFICATE: A Certificate of any Class that evidences the smallest
permissible Denomination for such Class, as set forth in Section 11.24.
SPECIAL HAZARD LOSS: (i) A Liquidated Loan Loss suffered by a Mortgaged Property
on account of direct physical loss, exclusive of (a) any loss covered by a
hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee, the Trust Administrator or the Servicer or any of
their agents or employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
SPECIAL HAZARD LOSS AMOUNT: As of any Distribution Date, an amount equal to
$11,064,577.21 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,
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.
UNCERTIFICATED LOWER-TIER INTEREST: Any of the Class A-L1 Interest, the Class
A-L3 Interest, the Class A-L4 Interest, the Class A-L9 Interest, the Class A-L11
Interest, the Class A-L12 Interest, the Class A-L20 Interest, the Class A-L24
Interest, the Class A-LPO Interest, the Class A-LUR Interest, the Class B-LI
Interest, the Class B-L2 Interest, the Class B-L3 Interest, the Class B-L4
Interest, the Class B-L5 Interest and the Class B-L6 Interest.
UNPAID INTEREST SHORTFALLS: 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.
UPPER-TIER CERTIFICATE: Any one of the Class A Certificates (other than the
Class A-LR Certificate) and the Class B Certificates.
UPPER-TIER CERTIFICATE ACCOUNT: The trust account established and maintained
pursuant to Section 4.01(e).
UPPER-TIER REMIC: One of the two separate REMICs comprising the Trust Estate,
the assets of which consist of the Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be held in the Upper-Tier Certificate
Account.
U.S. PERSON: As defined in Section 4.01(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 Class A-8 Certificates will be
entitled to 1% of the aggregate Voting Interest represented by all Certificates
and each remaining Class of Certificates will be entitled to a pro rata portion
of the remaining Voting Interest equal to the ratio obtained by dividing the
Principal Balance of such Class by the sum of the Class A Principal Balance and
the Class B Principal Balance. Each Certificateholder of a Class will have a
Voting Interest equal to the product of the Voting Interest to which such Class
is collectively entitled and the Percentage Interest in such Class represented
by such Holder's Certificates. With respect to any provisions hereof providing
for action, consent or approval of each Class of Certificates or specified
Classes of Certificates, each Certificateholder of a Class will have a Voting
Interest in such Class equal to such Holder's Percentage Interest in such Class.
WEIGHTED AVERAGE NET MORTGAGE INTEREST RATE: As to any Distribution Date, a rate
per annum equal to the average, expressed as a percentage of the Net Mortgage
Interest Rates of all Mortgage Loans that were Outstanding Mortgage Loans as of
the Due Date in the month preceding the month of such Distribution Date,
weighted on the basis of the respective Scheduled Principal Balances of such
Mortgage Loans.
Section 1.02 ACTS OF HOLDERS.
Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given
or taken by Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are
delivered to the Trustee 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.
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.
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.
Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall
bind every future Holder of the same Certificate and the
Holder of every Certificate issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by
the Trustee, the Trust Administrator, the Seller or the Master
Servicer in reliance thereon, whether or not notation of such
action is made upon such Certificate.
Section 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of Contents are
for convenience of reference only and shall not affect the interpretation or
construction of this Agreement.
Section 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or implied, shall give
to any Person, other than the parties to this Agreement and their successors
hereunder and the Holders of the Certificates any benefit or any legal or
equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery hereof, does hereby
assign to the Trustee, without recourse all the right, title and interest of the
Seller in and to (a) the Trust Estate, including all interest (other than the
portion, if any, representing the Fixed Retained Yield) and principal received
by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date
(and including scheduled payments of principal and interest due after the
Cut-Off Date but received by the Seller on or before the Cut-Off Date and
Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not
including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d)
all of the Seller's right, title and interest in and to each Mortgage 100SM
Pledge Agreement, each Parent Power(R) Guaranty and Security Agreement for
Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate
with respect to each additional Collateral Mortgage Loan and (e) proceeds of all
the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the 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.
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:
The Master Servicer is a national banking association duly
chartered and validly existing in good standing under
the laws of the United States;
The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the
terms of this Agreement will not violate the Master
Servicer's corporate charter or by-laws or constitute a
default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or
result in the breach of, any material contract,
agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the
Master Servicer or any of its assets;
This Agreement, assuming due authorization, execution and
delivery by the Trustee, 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;
The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or
demand of any federal, state, municipal or governmental
agency, which default might have consequences that would
materially and adversely affect the condition (financial
or other) or operations of the Master Servicer or its
properties or might have consequences that would affect
its performance hereunder; and
No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master
Servicer which would prohibit its entering into this
Agreement or performing its obligations under this
Agreement.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Owner Mortgage
Loan Files to the Trust Administrator or the Custodian.
The Seller hereby represents and warrants to the Trustee and the
Trust Administrator for the benefit of Certificateholders that,
as of the date of execution of this Agreement, with respect to
the Mortgage Loans, or each Mortgage Loan, as the case may be:
The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or
dates respecting which such information is furnished as
specified in the Mortgage Loan Schedule;
Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens,
pledges, charges or security interests of any nature and
has full right and authority to sell and assign the
same;
The Mortgage is a valid, subsisting and enforceable first
lien on the property therein described, and the
Mortgaged Property is free and clear of all encumbrances
and liens having priority over the first lien of the
Mortgage except for liens for real estate taxes and
special assessments not yet due and payable and liens or
interests arising under or as a result of any federal,
state or local law, regulation or ordinance relating to
hazardous wastes or hazardous substances, and, if the
related Mortgaged Property is a condominium unit, any
lien for common charges permitted by statute or
homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing
corporation, any lien for amounts due to the cooperative
housing corporation for unpaid assessments or charges or
any lien of any assignment of rents or maintenance
expenses secured by the real property owned by the
cooperative housing corporation; and any security
agreement, chattel mortgage or equivalent document
related to, and delivered to the 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;
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;
All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously
became due and owing have been paid, or an escrow of
funds has been established, to the extent permitted by
law, in an amount sufficient to pay for every such item
which remains unpaid; and the Seller has not advanced
funds, or received any advance of funds by a party other
than the Mortgagor, directly or indirectly (except
pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except
for interest accruing from the date of the Mortgage Note
or date of disbursement of the Mortgage Loan proceeds,
whichever is later, to the day which precedes by thirty
days the first Due Date under the related Mortgage Note;
The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake,
windstorm, flood, tornado or similar casualty (excluding
casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no
representations), so as to affect adversely the value of
the Mortgaged Property as security for the Mortgage Loan
or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no
proceeding pending or threatened for the total or
partial condemnation of the Mortgaged Property;
The Mortgaged Property is free and clear of all mechanics'
and materialmen's liens or liens in the nature thereof;
PROVIDED, HOWEVER, that this warranty shall be deemed
not to have been made at the time of the initial
issuance of the Certificates if a title policy
affording, in substance, the same protection afforded by
this warranty is furnished to the Trust Administrator by
the Seller;
Except for Mortgage Loans secured by Co-op Shares and Mortgage
Loans secured by residential long-term leases, the
Mortgaged Property consists of a fee simple estate in
real property; all of the improvements which are
included for the purpose of determining the appraised
value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of such
property and no improvements on adjoining properties
encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and
to the best of the Seller's knowledge, the Mortgaged
Property and all improvements thereon comply with all
requirements of any applicable zoning and subdivision
laws and ordinances;
The Mortgage Loan meets, or is exempt from, applicable state
or federal laws, regulations and other requirements,
pertaining to usury, and the Mortgage Loan is not
usurious;
To the best of the Seller's knowledge, all inspections,
licenses and certificates required to be made or issued
with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of
the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities;
All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage
Loan under the terms of the related Mortgage Note have
been made and no Mortgage Loan had more than one
delinquency in the 12 months preceding the Cut-Off Date;
The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each
is the legal, valid and binding obligation of the maker
thereof, enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally
and by general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity
or at law); and, to the best of the Seller's knowledge,
all parties to the Mortgage Note and the Mortgage had
legal capacity to execute the Mortgage Note and the
Mortgage and each Mortgage Note and Mortgage has been
duly and properly executed by the Mortgagor;
Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans
including, without limitation, truth-in-lending, real
estate settlement procedures, consumer credit
protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loans have been complied
with;
The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances
thereunder and any and all requirements as to completion
of any on-site or off-site improvements and as to
disbursements of any escrow funds therefor have been
complied with (except for escrow funds for exterior
items which could not be completed due to weather and
escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing
or recording the Mortgage Loan have been paid, except
recording fees with respect to Mortgages not recorded as
of the Closing Date;
The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to
which an opinion of counsel of the type customarily
rendered in such jurisdiction in lieu of title insurance
is instead received) is covered by an American Land
Title Association mortgagee title insurance policy or
other generally acceptable form of policy or insurance
acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC insuring the originator, its
successors and assigns, as to the first priority lien of
the Mortgage in the original principal amount of the
Mortgage Loan and subject only to (A) the lien of
current real property taxes and assessments not yet due
and payable, (B) covenants, conditions and restrictions,
rights of way, easements and other matters of public
record as of the date of recording of such Mortgage
acceptable to mortgage lending institutions in the area
in which the Mortgaged Property is located or
specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage
Loan, (C) liens created pursuant to any federal, state
or local law, regulation or ordinance affording liens
for the costs of clean-up of hazardous substances or
hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like
properties are commonly subject which do not
individually, or in the aggregate, materially interfere
with the benefits of the security intended to be
provided by the Mortgage; the Seller is the sole insured
of such mortgagee title insurance policy, the assignment
to the 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;
The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to FNMA or FHLMC
against loss by fire and such hazards as are covered
under a standard extended coverage endorsement, in an
amount which is not less than the lesser of 100% of the
insurable value of the Mortgaged Property and the
outstanding principal balance of the Mortgage Loan, but
in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement
cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a
blanket policy for the project; if upon origination of
the Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified in the Federal
Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy
meeting the requirements of the current guidelines of
the Federal Insurance Administration is in effect with a
generally acceptable insurance carrier, in an amount
representing coverage not less than the least of (A) the
outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and
(C) the maximum amount of insurance which was available
under the National Flood Insurance Act of 1968, as
amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the
Mortgagor's cost and expense;
To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing
under the Mortgage or the related Mortgage Note and no
event which, with the passage of time or with notice and
the expiration of any grace or cure period, would
constitute a default, breach, violation or event of
acceleration; the Seller has not waived any default,
breach, violation or event of acceleration; and no
foreclosure action is currently threatened or has been
commenced with respect to the Mortgage Loan;
No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including
the defense of usury, nor will the operation of any of
the terms of the Mortgage Note or Mortgage, or the
exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or
subject it to any right of rescission, set-off,
counterclaim or defense, including the defense of usury,
and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a
term of not more than 360 months;
Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder
thereof adequate for the realization against the
Mortgaged Property of the benefits of the security,
including realization by judicial foreclosure (subject
to any limitation arising from any bankruptcy,
insolvency or other law for the relief of debtors), and
there is no homestead or other exemption available to
the Mortgagor which would interfere with such right of
foreclosure;
To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency
proceeding;
Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property,
which may include a detached home, townhouse,
condominium unit or a unit in a planned unit development
or, in the case of Mortgage Loans secured by Co-op
Shares, leases or occupancy agreements;
The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
With respect to each Mortgage where a lost note affidavit has
been delivered to the Trust Administrator in place of
the related Mortgage Note, the related Mortgage Note is
no longer in existence;
In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with FNMA or
FHLMC standards for inter vivos trusts and (ii) holding
title to the Mortgaged Property in such trust will not
diminish any rights as a creditor including the right to
full title to the Mortgaged Property in the event
foreclosure proceedings are initiated; and
If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease
expressly permit the mortgaging of the leasehold estate,
the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the
rights of the lessee upon foreclosure or assignment in
lieu of foreclosure or provide the holder of the
Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination
thereof upon the lessee's default without the holder of
the Mortgage being entitled to receive written notice
of, and opportunity to cure, such default, (b) allow the
termination of the lease in the event of damage or
destruction as long as the Mortgage is in existence, (c)
prohibit the holder of the Mortgage from being insured
(or receiving proceeds of insurance) under the hazard
insurance policy or policies relating to the Mortgaged
Property or (d) permit any increase in rent other than
pre-established increases set forth in the lease; (4)
the original term of such lease is not less than 15
years; (5) the term of such lease does not terminate
earlier than five years after the maturity date of the
Mortgage Note; and (6) the Mortgaged Property is located
in a jurisdiction in which the use of leasehold estates
in transferring ownership in residential properties is a
widely accepted practice.
Notwithstanding the foregoing, no representations or warranties are made by the
Seller as to the environmental condition of any Mortgaged Property; the absence,
presence or effect of hazardous wastes or hazardous substances on any Mortgaged
Property; any casualty resulting from the presence or effect of hazardous wastes
or hazardous substances on, near or emanating from any Mortgaged Property; the
impact on Certificateholders of any environmental condition or presence of any
hazardous substance on or near any Mortgaged Property; or the compliance of any
Mortgaged Property with any environmental laws, nor is any agent, person or
entity otherwise affiliated with the Seller authorized or able to make any such
representation, warranty or assumption of liability relative to any Mortgaged
Property. In addition, no representations or warranties are made by the Seller
with respect to the absence or effect of fraud in the origination of any
Mortgage Loan.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Owner Mortgage
Loan Files to the Trust Administrator and shall inure to the benefit of the
Trust Administrator, on behalf of the Trustee, notwithstanding any restrictive
or qualified endorsement or assignment.
Upon discovery by either the Seller, the Master Servicer, the Trust
Administrator, the Trustee or the Custodian that any of the
representations and warranties made in subsection (b) above is
not accurate (referred to herein as a "breach") and that such
breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a
Custodial Agreement). Within 60 days of the earlier of its
discovery or its receipt of notice of any such breach, the
Seller shall cure such breach in all material respects or shall
either (i) repurchase the Mortgage Loan or any property acquired
in respect thereof from the Trust Estate at a price equal to (A)
100% of the unpaid principal balance of such Mortgage Loan plus
(B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such
repurchase took place or (ii) if within two years of the Startup
Day, or such other period permitted by the REMIC Provisions,
substitute for such Mortgage Loan in the manner described in
Section 2.02. The purchase price of any repurchase described in
this paragraph and the Substitution Principal Amount, if any,
plus accrued interest thereon and the other amounts referred to
in Section 2.02, shall be deposited in the Certificate Account.
It is understood and agreed that the obligation of the Seller to
repurchase or substitute for any Mortgage Loan or property as to
which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the
Trustee, or the Trustee on behalf of Certificateholders, and
such obligation shall survive until termination of the Trust
Estate hereunder.
Section 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trust Administrator acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Owner Mortgage Loan Files to it, and, concurrently with
such delivery, (i) acknowledges the issuance of and hereby declares that it
holds the Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC
and Certificateholders and (ii) has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
Section 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF STARTUP DAY AND
LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates (other than the
Class A-R and Class A-LR Certificates) and the Classes of Class B Certificates
as classes of "regular interests" and the Class A-R Certificate as the single
class of "residual interest" in the Upper-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller hereby further
designates the Class A-L1 Interest, Class A-L3 Interest, Class A-L4 Interest,
Class A-L9 Interest, Class A-L11 Interest, Class A-L20 Interest, Class A-L24
Interest, Class A-LPO Interest, Class A-LUR Interest, Class B-L1 Interest, Class
B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and
Class B-L6 Interest as classes of "regular interests" and the Class A-LR
Certificate as the single class of "residual interest" in the Lower-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Closing Date is hereby designated as the "Startup Day" of each of the Upper-Tier
REMIC and Lower-Tier REMIC within the meaning of Code Section 860G(a)(9). The
"latest possible maturity date" of the regular interests in the Upper-Tier REMIC
and Lower-Tier REMIC is 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.
The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master
Servicer with respect to the Mortgage Loans serviced by each
Servicer pursuant to each of the Servicing Agreements. Such
account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of
the location of the Certificate Account and of any change in
the location thereof.
The Master Servicer shall deposit into the Certificate Account on
the day of receipt thereof all amounts received by it from any
Servicer pursuant to any of the Servicing Agreements or any
amounts received by it upon the sale of any Additional
Collateral pursuant to the terms of the Mortgage 100SM Pledge
Agreement, the Parent Power(R) Guaranty and Security Agreement
for Securities Account or the Parent Power(R) Guaranty
Agreement for Real Estate or any amounts received pursuant to
the Surety Bond, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of
amounts specified in clause (i), not later than the
Distribution Date on which such amounts are required to be
distributed to Certificateholders and, in the case of the
amounts specified in clause (ii), not later than the Business
Day next following the day of receipt and posting by the
Master Servicer:
Periodic Advances pursuant to Section 3.03(a) made by the
Master Servicer or the Trust Administrator, if any and
any amounts deemed received by the Master Servicer
pursuant to Section 3.01(d); and
in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is
auctioned by the Master Servicer pursuant to Section
3.08 or purchased by the Master Servicer pursuant to
Section 3.08 or 9.01, the purchase price therefor or,
where applicable, any Substitution Principal Amount and
any amounts received in respect of the interest portion
of unreimbursed Periodic Advances.
The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such
Eligible Investments will be sold or disposed of at a gain
prior to maturity unless the Master Servicer has received an
Opinion of Counsel or other evidence satisfactory to it that
such sale or disposition will not cause the Trust Estate to be
subject to Prohibited Transactions Tax, otherwise subject the
Trust Estate to tax, or cause either of the Upper-Tier REMIC
or the Lower-Tier REMIC to fail to qualify as a REMIC while
any Certificates are outstanding. Any amounts deposited in the
Certificate Account prior to the Distribution Date shall be
invested for the account of the Master Servicer and any
investment income thereon shall be additional compensation to
the Master Servicer for services rendered under this
Agreement. The amount of any losses incurred in respect of any
such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as
realized.
For purposes of this Agreement, the Master Servicer will be deemed
to have received from a Servicer on the applicable Remittance
Date for such funds all amounts deposited by such Servicer
into the Custodial Account for P&I maintained in accordance
with the applicable Servicing Agreement, if such Custodial
Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually
received by the Master Servicer on such Remittance Date as a
result of the bankruptcy, insolvency, receivership or other
financial distress of the depository institution in which such
Custodial Account for P&I is being held. To the extent that
amounts so deemed to have been received by the Master Servicer
are subsequently remitted to the Master Servicer, the Master
Servicer shall be entitled to retain such amounts.
Section 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
The Master Servicer may, from time to time, make withdrawals from
the Certificate Account for the following purposes (limited,
in the case of Servicer reimbursements, to cases where funds
in the respective Custodial P&I Account are not sufficient
therefor):
to reimburse the Master Servicer, the 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;
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;
to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for
amounts expended by the Master Servicer or any Servicer
pursuant hereto or to any Servicing Agreement,
respectively, in good faith in connection with the
restoration of damaged property or for foreclosure
expenses;
from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, to pay the Master Servicing
Fee with respect to such Mortgage Loan to the Master
Servicer;
to reimburse the Master Servicer, any Servicer or the 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;
to pay to the Seller or other purchaser with respect to
each Mortgage Loan or property acquired in respect
thereof that has been repurchased or replaced pursuant
to Section 2.02 or 2.03 or auctioned pursuant to Section
3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 3.08
or 9.01, all amounts received thereon and not required
to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal
Balance was determined;
to remit funds to the Paying Agent in the amounts and in
the manner provided for herein;
to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the
Certificate Account;
to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of
any unpaid Master Servicing Fee or Servicing Fee (as
adjusted pursuant to the related Servicing Agreement)
and any unpaid assumption fees, late payment charges or
other Mortgagor charges on the related Mortgage Loan;
to withdraw from the Certificate Account any amount
deposited in the Certificate Account that was not
required to be deposited therein;
to clear and terminate the Certificate Account pursuant to
Section 9.01; and
to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO
Proceeds) with respect to a particular Mortgage Loan,
the Fixed Retained Yield, if any, with respect to such
Mortgage Loan; provided, however, that with respect to
any payment of interest received by the Master Servicer
in respect of a Mortgage Loan (whether paid by the
Mortgagor or received as Liquidation Proceeds, Insurance
Proceeds or otherwise) which is less than the full
amount of interest then due with respect to such
Mortgage Loan, only that portion of such payment of
interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained
Yield Rate, if any, in respect of such Mortgage Loan
bears to the Mortgage Interest Rate shall be allocated
to the Fixed Retained Yield with respect thereto.
The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any payment to and withdrawal from the Certificate
Account.
Section 3.03 ADVANCES BY MASTER SERVICER AND TRUST ADMINISTRATOR.
In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan
as required by the related Other Servicing Agreement prior to
the Distribution Date occurring in the month during which such
Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In 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.
To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a
Mortgage Loan required pursuant to the related Other Servicing
Agreement, the Master Servicer shall, if the Master Servicer
knows of such failure of the Servicer, advance such funds and
take such steps as are necessary to pay such taxes or
insurance premiums. To the extent Norwest Mortgage fails to
make an advance on account of the taxes or insurance premiums
with respect to a Mortgage Loan required pursuant to the
Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage,
certify to the Trust Administrator that such failure has
occurred. Upon receipt of such certification, the Trust
Administrator shall advance such funds and take such steps as
are necessary to pay such taxes or insurance premiums.
The Master Servicer and the Trust Administrator shall each be
entitled to be reimbursed from the Certificate Account for any
Periodic Advance made by it under Section 3.03(a) to the
extent described in Section 3.02(a)(i) and (a)(ii). The Master
Servicer and the Trust Administrator shall be entitled to be
reimbursed pursuant to Section 3.02(a)(v) for any advance by
it pursuant to Section 3.03(b). The Master Servicer shall
diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master
Servicer shall, to the extent it has not already done so, upon
the request of the Trust Administrator, withdraw from the
Certificate Account and remit to the Trust Administrator any
amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trust Administrator shall be required to pay
or advance any amount which any Servicer was required, but
failed, to deposit in the Certificate Account.
Section 3.04 TRUST ADMINISTRATOR TO COOPERATE; RELEASE OF OWNER MORTGAGE
LOAN FILES.
Upon the receipt by the Master Servicer of a Request for Release in connection
with the deposit by a Servicer into the Certificate Account of the proceeds from
a Liquidated Loan or of a Prepayment in Full, the Master Servicer shall confirm
to the Trust Administrator that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of any
Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trust Administrator and the Trust Administrator shall, within five Business
Days, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. Any such Request for Release
shall obligate the Master Servicer or such Servicer, as the case may be, to
return each and every document previously requested from the Owner Mortgage Loan
File to the Trust Administrator by the twenty-first day following the release
thereof, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Certificate
Account or (ii) the Owner Mortgage Loan File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of a Mortgage
Loan, the Trust Administrator shall execute and deliver to the Master Servicer
or such Servicer, as directed by the Master Servicer, court pleadings, requests
for trustee's sale or other documents necessary to the foreclosure or trustee's
sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trust Administrator and a statement as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trust Administrator will not invalidate or otherwise affect the lien of
the Mortgage, except for the termination of such a lien upon completion of the
foreclosure proceeding or trustee's sale.
Section 3.05 REPORTS TO THE TRUSTEE AND TRUST ADMINISTRATOR; ANNUAL
COMPLIANCE STATEMENTS.
Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust
Administrator a statement setting forth the status of the
Certificate Account as of the close of business on such
Distribution Date stating that all distributions required to
be made by the Master Servicer under this Agreement have been
made (or, if any required distribution has not been made by
the Master Servicer, specifying the nature and status thereof)
and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such
account for each category of deposit and withdrawal specified
in Sections 3.01 and 3.02. Such statement may be in the form
of the then current FNMA monthly accounting report for its
Guaranteed Mortgage Pass-Through Program with appropriate
additions and changes, and shall also include information as
to the aggregate unpaid principal balance of all of the
Mortgage Loans as of the close of business as of the last day
of the calendar month immediately preceding such Distribution
Date. Copies of such statement shall be provided by the Trust
Administrator to any Certificateholder upon written request,
provided such statement is delivered, or caused to be
delivered, by the Master Servicer to the Trust Administrator.
The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a
certificate signed by an officer of the Master Servicer,
certifying that (i) such officer has reviewed the activities
of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and
(ii) to the best of such officer's knowledge, based on such
review, the Master Servicer has performed and fulfilled its
duties, responsibilities and obligations under this agreement
in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default
known to such officer and the nature and status thereof, and,
(iii) (A) the Master Servicer has received from each Servicer
any financial statements, officer's certificates, accountant's
statements or other information required to be provided to the
Master Servicer pursuant to the related Servicing Agreement
and (B) to the best of such officer's knowledge, based on a
review of the information provided to the Master Servicer by
each Servicer as described in (iii)(A) above, each Servicer
has performed and fulfilled its duties, responsibilities and
obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been
a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default
known to such officer and the nature and status thereof.
Copies of such officers' certificate shall be provided by the
Trust Administrator to any Certificateholder upon written
request provided such certificate is delivered, or caused to
be delivered, by the Master Servicer to the Trust
Administrator.
Section 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is administered by
the related Servicer at all times so that it qualifies as "foreclosure property"
under the REMIC Provisions and that it does not earn any "net income from
foreclosure property" which is subject to tax under the REMIC Provisions. In the
event that a Servicer is unable to dispose of any REO Mortgage Loan within the
period mandated by each of the Servicing Agreements, the Master Servicer shall
monitor such Servicer to verify that such REO Mortgage Loan is auctioned to the
highest bidder within the period so specified. In the event of any such sale of
REO Mortgage Loan, the Trust Administrator shall, at the written request of the
Master Servicer and upon being supported with appropriate forms therefor, within
five Business Days of the deposit by the Master Servicer of the proceeds of such
sale or auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the REO Mortgage Loan and
the Trust Administrator shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Estate, shall provide financing from the Trust Estate to any purchaser of
an REO Mortgage Loan.
Section 3.07 AMENDMENTS TO SERVICING AGREEMENTS, MODIFICATION OF STANDARD
PROVISIONS.
Subject to the prior written consent of the Trustee and the Trust
Administrator pursuant to Section 3.07(b), the Master Servicer
from time to time may, to the extent permitted by the
applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer
deems necessary or appropriate to confirm or carry out more
fully the intent and purpose of such Servicing Agreement and
the duties, responsibilities and obligations to be performed
by the Servicer thereunder. Such modifications may only be
made if they are consistent with the REMIC Provisions, as
evidenced by an Opinion of Counsel. Prior to the issuance of
any modification or amendment, the Master Servicer shall
deliver to the Trustee and the Trust Administrator such
Opinion of Counsel and an Officer's Certificate setting forth
(i) the provision that is to be modified or amended, (ii) the
modification or amendment that the Master Servicer desires to
issue and (iii) the reason or reasons for such proposed
amendment or modification.
The Trustee and the Trust Administrator shall consent to any
amendment or supplement to a Servicing Agreement proposed by
the Master Servicer pursuant to Section 3.07(a), which consent
and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any
mistake or ambiguity or to further effect or protect the
rights of the Certificateholders or (ii) for any other
purpose, provided such amendment or supplement for such other
purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an
adverse effect on Certificateholders may be established
through the delivery to the Trustee and the Trust
Administrator of (i) an Opinion of Counsel to such effect or
(ii) written notification from each Rating Agency to the
effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency
to the Certificates. Notwithstanding the two immediately
preceding sentences, either the Trustee or the Trust
Administrator may, in its discretion, decline to enter into or
consent to any such supplement or amendment if its own rights,
duties or immunities shall be adversely affected.
(c) (1) Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee, or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
The Master Servicer may direct Norwest Mortgage to enter
into an amendment to the Norwest Servicing Agreement for
the purposes described in Sections 3.07(c)(i)(B) and
10.01(b)(iii).
Section 3.08 OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the servicing of the
Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations 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 Upper-Tier REMIC or the
Lower-Tier REMIC of REMIC status for federal income tax purposes or (iii) the
imposition of any Prohibited Transaction Tax or any federal taxes on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer
shall have full power and authority in its sole discretion to take any action
with respect to the Trust Estate as may be necessary or advisable to avoid the
circumstances specified including clause (ii) or (iii) of the preceding
sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the 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 Upper-Tier REMIC or
Lower-Tier REMIC.
Additional Collateral may be liquidated and the proceeds applied to cover any
shortfalls upon the liquidation of a Mortgaged Property; PROVIDED, HOWEVER, that
the Trust Estate in no event shall acquire ownership of the Additional
Collateral unless the Trust Administrator shall have received an Opinion of
Counsel that such ownership shall not cause the Trust Estate to fail to qualify
as two separate REMICs or subject either REMIC to any tax.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
Section 3.09 TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be terminated pursuant
to its Servicing Agreement, the Master Servicer shall promptly deliver to the
Seller and the Trustee an Officer's Certificate certifying that an event has
occurred which may justify termination of such Servicing Agreement, describing
the circumstances surrounding such event and recommending what action should be
taken by the Trustee with respect to such Servicer. If the Master Servicer
recommends that such Servicing Agreement be terminated, the Master Servicer's
certification must state that the breach is material and not merely technical in
nature. Upon written direction of the Master Servicer, based upon such
certification, the Trustee shall promptly terminate such Servicing Agreement.
Notwithstanding the foregoing, in the event that (i) Norwest Mortgage fails to
make any advance, as a consequence of which the 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.
(2) On each Distribution Date, the Pool Distribution Amount will
be applied in the following amounts, to the extent the Pool
Distribution Amount is sufficient therefor, in the manner and
in the order of priority as follows:
first, to the Classes of Class A Certificates, pro rata, based upon
their respective Interest Accrual Amounts, in an aggregate amount up to
the sum of the Class A Interest Accrual Amount with respect to such
Distribution Date;
second, to the Classes of Class A Certificates, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls, in an aggregate
amount up to the sum of the Aggregate Class A Unpaid Interest Shortfall;
third, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based
on their respective Class A Non-PO Optimal Principal Amount and Class A-PO
Optimal Principal Amount, (A) to the Classes of Class A Certificates
(other than the Class A-PO Certificates), in an aggregate amount up to the
Class A Non-PO Optimal Principal Amount, such distribution to be allocated
among such Classes in accordance with Section 4.01(b) or Section 4.01(c),
as applicable, and (B) to the Class A-PO Certificates in an amount up to
the Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard
to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second, below, second to the Class B-5 Certificates
pursuant to Paragraph nineteenth, below, third to the Class B-4
Certificates pursuant to Paragraph sixteenth, below, fourth to the Class
B-3 Certificates pursuant to Paragraph thirteenth, below, fifth to the
Class B-2 Certificates pursuant to Paragraph tenth below, and sixth to the
Class B-1 Certificates pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such
Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the Class
B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Paragraph
seventh will be reduced by the amount, if any, that would have been
distributable to the Class B-1 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-2 Certificates pursuant to this Paragraph
tenth will be reduced by the amount, if any, that would have been
distributable to the Class B-2 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the Class
B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to
such Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph
sixteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-4 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to
such Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder
of the Class A-LR Certificate, any amounts remaining in the Payment
Account.
Notwithstanding the foregoing, after the Principal Balance or notional amount of
any Class (other than the Class A-R or Class A-LR Certificates) has been reduced
to zero, such Class will be entitled to no further distributions of principal or
interest (including, without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such Distribution
Date minus any portion thereof payable to a Servicer pursuant to Section
3.02(ix) hereof shall be distributed to the Holder of the Class A-LR
Certificate.
With respect to any Distribution Date, the amount of the Principal Adjustment,
if any, attributable to any Class of Class B Certificates will be allocated to
the Classes of Class A Certificates (other than the Class A-8 and Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their Principal Balances.
Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest shall receive distributions in respect of interest equal to
the Interest Accrual Amounts and distributions in respect of Unpaid Interest
Shortfalls, as the case may be, in respect of its Corresponding Upper-Tier Class
or Classes, in each case to the extent actually distributed thereon. Such
amounts distributed to the Uncertificated Lower-Tier Interests in respect of
principal and interest with respect to any Distribution Date are referred to
herein collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated Lower-Tier Interest
equals the Principal Balances of the respective Corresponding Upper-Tier Class
or Classes. The initial principal balance of each Uncertificated Lower-Tier
Interest equals the Original Principal Balances of the respective Corresponding
Upper-Tier Class or Classes.
The pass-through rate with respect to the Class A-L1 Interest, Class A-L3
Interest, Class A-LUR Interest, Class B-L1 Interest, Class BL-2 Interest, Class
BL-3 Interest, Class BL-4 Interest, Class BL-5 Interest and Class BL-6 Interest
shall be 6.500% per annum. The pass-through rate with respect to the Class A-L9
Interest shall be 6.375% per annum. The pass-through rate for the Class A-L11
Interest shall be 7.250% per annum. The pass-through rate for the Class A-L12
Interest shall be 6.750% per annum. The pass-through rate for the Class A-L20
Interest shall be 7.000% per annum. The pass-through rate for the Class A-L24
Interest shall be 6.750% per annum. The Class A-L4 and Class A-LPO Interests are
principal-only interests and are not entitled to distributions of interest. Any
Non-Supported Interest Shortfalls will be allocated to each Uncertificated
Lower-Tier Interest in the same relative proportions as interest is allocated to
such Uncertificated Lower-Tier Interest.
The Class A-8 Certificates are interest-only Certificates and are
not entitled to distributions in respect of principal.
On each Distribution Date occurring prior to the Cross-Over Date, the Class A
Non-PO Principal Distribution Amount will be allocated among and distributed in
reduction of the Principal Balances of the Class A Certificates (other than the
Class A-PO Certificates) in accordance with the following priorities:
<PAGE>
first, concurrently, to the Class A-3 and Class A-7 Certificates, pro rata, up
to the Priority Amount for such Distribution Date; second, concurrently, until
the Principal Balance of the Class A-28 Certificates has been reduced to zero,
as follows:
(1) 69.8051803472%, sequentially, as follows:
(a) concurrently, until the Principal Balances of the Class A-1 and
Class A-2 Certificates have each been reduced to zero, as follows:
(i) 8.9685379647%, sequentially, to the Class A-6 and Class A-1
Certificates, in that order, until the Principal Balance of each
such Class has been reduced to zero; and
(ii) 91.0314620353% to the Class A-2 Certificates, until the
Principal Balance thereof has been reduced to zero;
(b) concurrently, until the Principal Balance of the Class A-10
Certificates has been reduced to zero, as follows:
(i) 24.3392152483% to the Class A-10 Certificates;
(ii) 3.8974244901% to the Class A-4 Certificates;
(iii) 42.1936837808%, sequentially, as follows:
(A) concurrently, until the Principal Balance of the
Class A-12 Certificates has been reduced to zero, as follows:
(I) 49.9586329791% to the Class A-12 Certificates;
and
(II) 50.0413670209%, sequentially, to the Class
A-16, Class A-17 and Class A-18 Certificates, in that
order, until the Principal Balance of each such Class
has been reduced to zero;
(B) concurrently, to the Class A-13, Class A-23 and
Class A-26 Certificates, pro rata, until the Principal Balance
of each such Class has been reduced to zero;
(C) concurrently, to the Class A-14, Class A-19 and
Class A-20 Certificates, pro rata, until the Principal Balance
of each such Class has been reduced to zero; and
(D) concurrently, to the Class A-15, Class A-24 and
Class A-25 Certificates, pro rata, until the Principal Balance
of each such Class has been reduced to zero; and
(iv) 29.5696764808%, sequentially, to the Class A-21 and Class
A-22 Certificates, in that order, until the Principal Balance of
each such Class has been reduced to zero; and
(c) concurrently, after the Principal Balance of the Class A-10
Certificates has been reduced to zero, as follows:
(i) 5.1511816893% to the Class A-4 Certificates, until the
Principal Balance thereof has been reduced to zero;
(ii) 55.7669127002%, sequentially, as follows:
(A) concurrently, until the Principal Balance of the
Class A-12 Certificates has been reduced to zero, as follows:
(I) 49.9586329791% to the Class A-12 Certificates;
and
(II) 50.0413670209%, sequentially, to the Class
A-16, Class A-17 and Class A-18 Certificates, in that
order, until the Principal Balance of each such Class
has been reduced to zero;
(B) concurrently, to the Class A-13, Class A-23 and
Class A-26 Certificates, pro rata, until the Principal Balance
of each such Class has been reduced to zero;
(C) concurrently, to the Class A-14, Class A-19 and
Class A-20 Certificates, pro rata, until the Principal Balance
of each such Class has been reduced to zero; and
(D) concurrently, to the Class A-15, Class A-24 and
Class A-25 Certificates, pro rata, until the Principal Balance
of each such Class has been reduced to zero; and
(iii) 39.0819056105%, sequentially, to the Class A-21 and Class
A-22 Certificates, in that order, until the Principal Balance of
each such Class has been reduced to zero;
(2) 6.2067919234%, sequentially, as follows:
(a) concurrently, to the Class A-9 and Class A-11 Certificates, pro
rata, until the Principal Balance of each such Class has been reduced to
zero;
(b) concurrently, until the Principal Balance of the Class A-10
Certificates has been reduced to zero, as follows:
(i) 24.3392152483% to the Class A-10 Certificates; (ii)
3.8974244901% to the Class A-4 Certificates; and (iii)
42.1936837808%, sequentially, as follows:
(A) concurrently, until the Principal Balance of the
Class A-12 Certificates has been reduced to zero, as follows:
(I) 49.9586329791% to the Class A-12 Certificates;
and
(II) 50.0413670209%, sequentially, to the Class
A-16, Class A-17 and Class A-18 Certificates, in that
order, until the Principal Balance of each such Class
has been reduced to zero; (B) concurrently, to the Class
A-13, Class A-23 and Class A-26 Certificates, pro rata,
until the Principal Balance of each such Class has been
reduced to zero;
(C) concurrently, to the Class A-14, Class A-19 and
Class A-20 Certificates, pro rata, until the Principal Balance
of each such Class has been reduced to zero; and
(D) concurrently, to the Class A-15, Class A-24 and
Class A-25 Certificates, pro rata, until the Principal Balance
of each such Class has been reduced to zero; and (iv)
29.5696764808%, sequentially, to the Class A-21 and Class A-22
Certificates, in that order, until the Principal Balance of
each such Class has been reduced to zero;
(c) concurrently, after the Principal Balance of the Class A-10
Certificates has been reduced to zero, as follows:
(i) 5.1511816893% to the Class A-4 Certificates, until the
Principal Balance thereof has been reduced to zero
(ii) 55.7669127002%, sequentially, as follows:
(A) concurrently, until the Principal Balance of the
Class A-12 Certificates has been reduced to zero, as follows:
(I) 49.9586329791% to the Class A-12 Certificates;
and
(II) 50.0413670209%, sequentially, to the Class
A-16, Class A-17 and Class A-18 Certificates, in that
order, until the Principal Balance of each such Class
has been reduced to zero;
(B) concurrently, to the Class A-13, Class A-23 and
Class A-26 Certificates, pro rata, until the Principal Balance
of each such Class has been reduced to zero;
(C) concurrently, to the Class A-14, Class A-19 and
Class A-20 Certificates, pro rata, until the Principal Balance
of each such Class has been reduced to zero; and
(D) concurrently, to the Class A-15, Class A-24 and
Class A-25 Certificates, pro rata, until the Principal Balance
of each such Class has been reduced to zero; and
(iii) 39.0819056105%, sequentially, to the Class A-21 and Class
A-22 Certificates, in that order, until the Principal Balance of
each such Class has been reduced to zero;
(3) 6.2085117243%, sequentially, to the Class A-R, Class A-LR and Class
A-5 Certificates, in that order, until the Principal Balance of each such Class
has been reduced to zero;
(4) 17.7795160051%, sequentially, to the Class A-27 and Class A-28
Certificates, in that order, until the Principal Balance of each such Class has
been reduced to zero;
third, concurrently, after the Principal Balance of the Class A-28 Certificates
has been reduced to zero and until the Principal Balance of the Class A-10
Certificates has been reduced to zero; as follows:
(1) 24.3392152483% to the Class A-10 Certificates;
(2) 3.8974244901% to the Class A-4 Certificates; and
(3) 42.1936837808%, sequentially, as follows;
(a) concurrently, until the Principal Balance of the Class A-12
Certificates has been reduced to zero, as follows:
(i) 49.9586329791% to the Class A-12 Certificates; and
(ii) 50.0413670209%, sequentially, to the Class A-16, Class
A-17 and Class A-18 Certificates, in that order, until the Principal
Balance of each such Class has been reduced to zero;
(b) concurrently, to the Class A-13, Class A-23 and Class A-26
Certificates, pro rata, until the Principal Balance of each such Class has
been reduced to zero;
(c) concurrently, to the Class A-14, Class A-19 and Class A-20
Certificates, pro rata, until the Principal Balance of each such Class has
been reduced to zero; and
(d) concurrently, to the Class A-15, Class A-24 and Class A-25
Certificates, pro rata, until the Principal Balance of each such Class has
been reduced to zero; and
(4) 29.5696764808%, sequentially, to the Class A-21 and Class A-22
Certificates, in that order, until the Principal Balance of each such Class has
been reduced to zero;
fourth, concurrently, after the Principal Balances of the Class A-10 and Class
A-28 Certificates have been reduced to zero, as follows:
(1) 5.1511816893% to the Class A-4 Certificates, until the Principal
Balance thereof has been reduced to zero;
(2) 55.7669127002%, sequentially, as follows;
(a) concurrently, until the Principal Balance of the Class A-12
Certificates has been reduced to zero, as follows:
(i) 49.9586329791% to the Class A-12 Certificates;
(ii) 50.0413670209%, sequentially, to the Class A-16, Class
A-17 and Class A-18 Certificates, in that order, until the Principal
Balance of each such Class has been reduced to zero;
(b) concurrently, to the Class A-13, Class A-23 and Class A-26
Certificates, pro rata, until the Principal Balance of each such Class has
been reduced to zero;
(c) concurrently, to the Class A-14, Class A-19 and Class A-20
Certificates, pro rata, until the Principal Balance of each such Class has
been reduced to zero; and
(d) concurrently, to the Class A-15, Class A-24 and Class A-25
Certificates, pro rata, until the Principal Balance of each such Class has
been reduced to zero; and
(3) 39.0819056105%, sequentially, to the Class A-21 and Class A-22
Certificates, in that order, until the Principal Balance of each such Class has
been reduced to zero; and
fifth, concurrently, to the Class A-3 and Class A-7 Certificates, pro rata,
without regard to the Priority Amount for such Distribution Date, until the
Principal Balance of each such Class has been reduced to zero
Notwithstanding the foregoing, on each Distribution Date occurring
on or subsequent to the Cross-Over Date, the Class A Non-PO
Principal Distribution Amount shall be distributed among the
Classes of Class A Certificates (other than the Class A-PO
Certificates) pro rata in accordance with their outstanding
Principal Balances without regard to either the proportions or
the priorities set forth in Section 4.01(b).
(3) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of
principal with respect to any Distribution Date, the following
tests shall apply:
if the Current Class B-1 Fractional Interest is less than the Original Class
B-1 Fractional Interest and the Class B-1 Principal Balance is greater
than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of principal;
or
if the Current Class B-2 Fractional Interest is less than the Original Class
B-2 Fractional Interest and the Class B-2 Principal Balance is greater
than zero, the Class B-3, Class B-4, Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
if the Current Class B-3 Fractional Interest is less than the Original Class
B-3 Fractional Interest and the Class B-3 Principal Balance is greater
than zero, the Class B-4, Class B-5 and Class B-6 Certificates shall not
be eligible to receive distributions of principal; or
if the Current Class B-4 Fractional Interest is less than the Original Class
B-4 Fractional Interest and the Class B-4 Principal Balance is greater
than zero, the Class B-5 and Class B-6 Certificates shall not be eligible
to receive distributions of principal; or
if the Current Class B-5 Fractional Interest is less than the Original Class
B-5 Fractional Interest and the Class B-5 Principal Balance is greater
than zero, the Class B-6 Certificates shall not be eligible to receive
distributions of principal.
Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B Certificates
to zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
the Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being eligible to
receive principal distributions for the purpose of applying the definition of
its Class B Percentage or Class B Prepayment Percentage.
The Trust Administrator shall establish and maintain the
Upper-Tier Certificate Account, which shall be a separate
trust account and an Eligible Account. On each Distribution
Date other than the Final Distribution Date (if such Final
Distribution Date is in connection with a purchase of the
assets of the Trust Estate by the Seller), the Paying Agent
shall, on behalf of the Master Servicer, from funds available
on deposit in the Payment Account, (i) deposit, in immediately
available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution
Amount and (ii) distribute to the Class A-LR Certificateholder
(other than as provided in Section 9.01 respecting the final
distribution to Certificateholders) by check mailed to such
Holder at the address of such Holder appearing in the
Certificate Register, the Class A Distribution Amount with
respect to the Class A-LR Certificate and all other amounts
distributable to the Class A-LR Certificate. The Trust
Administrator may clear and terminate the Upper-Tier
Certificate Account pursuant to Section 9.01.
On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Seller), the
Paying Agent shall, on behalf of the Master Servicer, from
funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record (other than the Class A-LR
Certificateholder) on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to
Certificateholders or in the last paragraph of this Section
4.01(f) respecting the final distribution in respect of any
Class) either in immediately available funds by wire transfer
to the account of such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such
Certificateholder holds Certificates having a Denomination at
least equal to that specified in Section 11.24, and has so
notified the Master Servicer or, if applicable, the Paying
Agent at least seven Business Days prior to the Distribution
Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum
Denomination or if such Holder holds the Class A-R Certificate
or has not so notified the Paying Agent, by check mailed to
such Holder at the address of such Holder appearing in the
Certificate Register, such Holder's share of the Class A
Distribution Amount with respect to each Class of Class A
Certificates and the Class B Distribution Amount with respect
to each such Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Principal Balance of any Class of Class A Certificates (other than the
Class A-8, Class A-R or Class A-LR Certificates) or the Principal Balance of any
Class of Class B Certificates would be reduced to zero, or in the case of the
Class A-8 Certificates, the Class A-8 Notional Amount 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)(i).
The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be
withheld such amounts as may be required by the Code (giving
full effect to any exemptions from withholding and related
certifications required to be furnished by Certificateholders
and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be
furnished by Certificateholders with respect thereto) from
distributions to be made to Persons other than U.S. Persons
("Non-U.S. Persons"). Amounts withheld pursuant to this
Section 4.01(g) shall be treated as having been distributed to
the related Certificateholder for all purposes of this
Agreement. For the purposes of this paragraph, a "U.S. Person"
is a citizen or resident of the United States, a corporation
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.
With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess
Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) will be allocated as follows:
first, to the Class B-6 Certificates until the Class B-6 Principal
Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal
Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal
Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal
Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and Class A-PO Certificates, pro rata, based on
the Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the reduction of the
applicable Class's Principal Balance.
With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses occurring with respect to any Mortgage Loan
allocable to the Class A-PO Certificates will equal the
product of the amount of any such principal loss and the PO
Fraction for such Mortgage Loan. The principal portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses remaining after allocation to the Class A-PO
Certificates in accordance with the preceding sentence shall
be allocated pro rata among the Class A Certificates (other
than the Class A-PO Certificates) and Class B Certificates
based on the Class A Non-PO Principal Balance and the Class B
Principal Balance, respectively. Any such loss allocated to
the Class A Certificates shall be allocated on the subsequent
Determination Date among the outstanding Classes of Class A
Certificates (other than the Class A-PO Certificates) in
accordance with the Class A Loss Percentages as of such
Determination Date. Any such loss allocated to the Class B
Certificates shall be allocated pro rata among the outstanding
Classes of Class B Certificates based on their Principal
Balances.
Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section
4.02(b) shall be allocated among the Certificates of such
Class based on their Percentage Interests.
In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been
allocated as a Realized Loss to any Classes of Class A
Certificates or any Classes of Class B Certificates, each
outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect to
the Class A-PO Certificates, based on the PO Fraction of such
Mortgage Loan and, with respect to the Class A Certificates
(other than the Class A-PO Certificates) and Class B
Certificates, based on their pro rata share of the Non-PO
Fraction of such Mortgage Loan) of such Recovery up to the
amount of such Realized Loss previously allocated to such
Class on the Distribution Date in the month following the
month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero,
such Class shall not be entitled to any share of such
Recovery. In the event that the amount of such Recovery
exceeds the amount of such Recovery allocated to each
outstanding Class in accordance with the preceding provisions,
each outstanding Class shall be entitled to its pro rata share
(determined as described above) of such excess up to the
amount of any unrecovered Realized Loss previously allocated
to such Class. Notwithstanding the foregoing provisions, but
subject to the following proviso, if such Recovery occurs
within two years of the realization of such loss and (i) is
the result of an event that would have given rise to the
repurchase of the related Mortgage Loan by the Seller pursuant
to Section 2.02 or 2.03, or (ii) represents in whole or part
funds which the applicable Servicer had received in respect of
a Liquidated Loan but failed to remit to the Certificate
Account on or prior to the Business Day preceding the
Distribution Date following the Applicable Unscheduled
Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan, such Recovery may, at the sole discretion of
the Master Servicer, be treated as a repurchase or an
Unscheduled Principal Receipt with respect to such Mortgage
Loan, as the case may be, the Realized Loss previously
recognized may be reversed and treated for all subsequent
purposes as if it had never occurred and the Master Servicer
may make such adjustments to interest or principal
distributions on the Certificates and to the principal
balances of the Certificates as the Master Servicer in its
good faith judgment and sole discretion deems necessary or
desirable to effectuate the reversal of the Realized Loss and
the treatment of such amount as a repurchase or as an
Unscheduled Principal Receipt, as the case may be; provided
that such actions do not result in the aggregate distributions
made in respect of each Class of Certificates whose principal
balances were previously reduced as a result of such Realized
Loss being less than such Class would have received if such
Recovery had been deposited in the Certificate Account on or
prior to the Business Day preceding the Distribution Date
following the Applicable Unscheduled Principal Receipt Period
in which the Mortgage Loan became a Liquidated Loan.
The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated between
(i) the Class A Certificates and (ii) the Class B
Certificates, pro rata based on the Class A Interest Accrual
Amount and the Class B Interest Accrual Amount for the related
Distribution Date, without regard to any reduction pursuant to
this sentence. Any such loss allocated to the Class A
Certificates shall be allocated among the outstanding Classes
of Class A Certificates based on their Class A Interest
Percentages. Any such loss allocated to the Class B
Certificates will be allocated among the outstanding Classes
of Class B Certificates based on their Class B Interest
Percentages. In addition, after the Class B Principal Balance
has been reduced to zero, the interest portion of Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) will be allocated among
the outstanding Classes of Class A Certificates based on their
Class A Interest Percentages.
Realized Losses allocated in accordance with this Section 4.02 will
be allocated on the Determination Date in the second month
following the month in which such loss was incurred with
respect to the preceding Distribution Date.
With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously
allocated Realized Losses allocated pursuant to this Section
4.02 will be allocated to each Uncertificated Lower-Tier
Interest in an amount equal to the amount allocated to its
respective Corresponding Upper-Tier Class or Classes as
provided above.
With respect to any Distribution Date, the interest portion of Realized Losses
allocated pursuant to this Section 4.02 will be allocated to each Uncertificated
Lower-Tier Interest in the same relative proportions as interest is allocated to
such Uncertificated Lower-Tier Interest.
Section 4.03 PAYING AGENT.
The Master Servicer hereby appoints the 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:
hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the
benefit of Certificateholders until such amounts are
distributed to Certificateholders or otherwise disposed
of as herein provided;
give the Trust Administrator notice of any default by the
Master Servicer in remitting any required amount; and
at any time during the continuance of any such default,
upon the written request of the Trust Administrator,
forthwith pay to the Trust Administrator all amounts
held in trust by such Paying Agent.
The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible
Account, in which the Master Servicer shall cause to be
deposited from funds in the Certificate Account or, to the
extent required hereunder, from its own funds (i) at or before
10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available
funds, any Periodic Advance for such Distribution Date,
pursuant to Section 3.03 and (ii) at or before 10:00 a.m., New
York time, on the Business Day preceding each Distribution
Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net
Foreclosure Profits, if any, with respect to such Distribution
Date and (c) the amount of any recovery in respect of a
Realized Loss. The Master Servicer may cause the Paying Agent
to invest the funds in the Payment Account. Any such
investment shall be in Eligible Investments, which shall
mature not later than the Business Day preceding the related
Distribution Date (unless the Eligible Investments are
obligations of the 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(f), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately
identifying the aggregate amount of any Unscheduled
Principal Receipts included therein;
(a) the amount of such distribution to Holders of each Class
of Class A Certificates allocable to interest, (b) the
amount of the Current Class A Interest Distribution
Amount allocated to each Class of Class A Certificates,
(c) any Class A Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining
Class A Unpaid Interest Shortfall with respect to each
Class after giving effect to such distribution, (d) the
amount of any Non-Supported Interest Shortfall allocated
to each Class of Class A Certificates for such
Distribution Date and (e) the interest portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocated to each Class for such
Distribution Date;
the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately
identifying the aggregate amount of any Unscheduled
Principal Receipts included therein;
(a) the amount of such distribution to Holders of each Class
of Class B Certificates allocable to interest, (b) the
amount of the Current Class B Interest Distribution
Amount allocated to each Class of Class B Certificates,
(c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining
Class B Unpaid Interest Shortfall with respect to each
Class B of Class B Certificates after giving effect to
such distribution, (d) the amount of any Non-Supported
Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the
interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses allocated to
each Class of Class B Certificates for such Distribution
Date;
the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trust Administrator pursuant to
the Servicing Agreements or this Agreement;
the number of Mortgage Loans outstanding as of the preceding
Determination Date;
the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal
Balance and the Principal Balance of each Class of Class
B Certificates as of the following Determination Date
after giving effect to the distributions of principal
made, and the principal portion of Realized Losses, if
any, allocated with respect to such Distribution Date;
the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the
Mortgage Loans for such Distribution Date and the
aggregate Scheduled Principal Balance of the Discount
Mortgage Loans for such Distribution Date;
the aggregate Scheduled Principal Balances of the Mortgage
Loans serviced by Norwest Mortgage and, collectively, by
the Other Servicers as of such Distribution Date;
the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal
Receipt Period for the current Distribution Date which
are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during
such Applicable Unscheduled Principal Receipt Period);
the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 Percentages for the following Distribution
Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled
Principal Receipt Period for the current Distribution
Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 Prepayment Percentages for the following
Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during
such Applicable Unscheduled Principal Receipt Period);
the number and aggregate principal balances of Mortgage
Loans delinquent (a) one month, (b) two months and (c)
three months or more;
the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination
Date;
the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
the amount of the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount as of the
close of business on such Distribution Date;
the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of
such Realized Losses constituting Excess Special Hazard
Losses, Excess Fraud Losses or Excess
Bankruptcy Losses;
the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section
4.02(a) since the Relevant Anniversary;
the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of
Realized Losses allocated as of such Distribution Date;
the unpaid principal balance of any Mortgage Loan as to
which the Servicer of such Mortgage Loan has determined
not to foreclose because it believes the related
Mortgaged Property may be contaminated with or affected
by hazardous wastes or hazardous substances;
the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with
respect to the related Distribution Date and the amount
by which the aggregate Available Master Servicer
Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
in the case of the Class A-8 Certificates, the Class A-8
Notional Amount, if any;
in the case of each Class of LIBOR Certificates, the
applicable Class A Pass-Through Rate;
the Class A-PO Deferred Amount, if any; and
such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to
prepare their tax returns;
and shall deliver a copy of each type of statement to the 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 and Class A-LR Certificates) with a $1,000 Denomination, and
as a dollar amount per Class A-R and Class A-LR Certificate with a $100
Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder and the information set forth in clauses
(iii) and (iv)(a) above in the case of a Class B Certificateholder aggregated
for such calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the 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 Trust Administrator
acquires an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
Section 4.06 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.
Section 4.07 DETERMINATION OF LIBOR.
On each Rate Determination Date, the Trust Administrator shall determine LIBOR
for the Distribution Date occurring in the second succeeding month on the basis
of the British Bankers' Association ("BBA") "Interest Settlement Rate" for
one-month deposits in U.S. dollars as found on Telerate page 3750 as of 11:00
A.M. London time on such Rate Determination Date. As used herein, "Telerate page
3750" means the display designated as page 3750 on the Dow Jones Telerate
Service.
If on any Rate Determination Date the Trust Administrator is unable to determine
LIBOR on the basis of the method set forth in the preceding paragraph LIBOR for
the Distribution Date in the second succeeding month will be whichever is higher
of (x) LIBOR as determined on the previous Rate Determination Date or (y) the
Reserve Interest Rate. The "Reserve Interest Rate" will be the rate per annum
which the Trust Administrator determines to be either (A) the arithmetic mean
(rounding such arithmetic mean upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month Eurodollar lending rates that New York City
banks selected by the Trust Administrator are quoting, on the relevant Rate
Determination Date, to the principal London offices of at least two leading
banks in the London interbank market or (b) in the event that the Trust
Administrator can determine no such arithmetic mean, the lowest one-month
Eurodollar lending rate that the New York City banks selected by the Trust
Administrator are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date the Trust Administrator is required but is
unable to determine the Reserve Interest Rate in the manner provided in the
preceding paragraph, LIBOR for the Distribution Date in the second succeeding
month will be LIBOR as determined on the previous Rate Determination Date, or,
in the case of the first Rate Determination Date, 5.375%.
The establishment of LIBOR by the Trust Administrator and the Trust
Administrator's subsequent calculation of the rates of interest applicable to
each of the LIBOR Certificates in the absence of manifest error, will be final
and binding. After a Rate Determination Date, the Trust Administrator shall
provide the Pass-Through Rates of the LIBOR Certificates for the related
Distribution Date to Beneficial Owners or Holders of LIBOR Certificates who
place a telephone call to the Trust Administrator at (704) 383-5272 and make a
request therefor.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01 THE CERTIFICATES.
The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for
the Class A-8, Class A-PO, Class A-R, Class A-LR Certificates,
integral multiples of $1,000 in excess thereof (except, if
necessary, for one Certificate of each Class (other than the
Class A-8, Class A-R, Class A-LR and Class A-PO Certificates)
that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates
of such Class to equal the aggregate Original Principal
Balance of such Class, as the case may be), and shall be
substantially in the respective forms set forth as Exhibits
A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12,
A-13, A-14, A-15, A-16, A-17, A-18, A-19, A-20, A-21, A-22,
A-23, A-24, A-25, A-26, A-27, A-28, A-PO, A-R, A-LR, B-1, B-2,
B-3, B-4, B-5, B-6, and C (reverse side of Certificates)
hereto. On original issue the Certificates shall be executed
and delivered by the 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 (or notional amount) evidenced by
the Class A and Class B Certificates shall be the sum of the
amounts specifically set forth in the respective Certificates.
The Certificates shall be executed by manual or facsimile
signature on behalf of the Trust Administrator by any
Responsible Officer thereof. Certificates bearing the manual
or facsimile signatures of individuals who were at any time
the proper officers of the Trust Administrator shall bind the
Trust Administrator notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually
countersigned by a Responsible Officer of the Trust
Administrator, or unless there appears on such Certificate a
certificate of authentication executed by the Authenticating
Agent by manual signature, and such countersignature or
certificate upon a Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall
be dated the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section 5.07,
each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of [the
Clearing Agency] to the Seller or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
Upon original issuance, the Book-Entry Certificates shall be issued
in the form of one or more typewritten certificates, to be
delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Seller. Such
Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing
Agency, and no Beneficial Owner will receive a definitive
certificate representing such Beneficial Owner's interest in
the Book-Entry Certificates, except as provided in Section
5.07. Unless and until definitive, fully registered
certificates ("Definitive Certificates") have been issued to
Beneficial Owners pursuant to Section 5.07:
the provisions of this Section 5.01(b) shall be in full force and
effect;
the Seller, the Master Servicer, the Certificate Registrar and the 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;
to the extent that the provisions of this Section 5.01(b) conflict with
any other provisions of this Agreement, the provisions of this Section 5.01(b)
shall control;
the rights of Beneficial Owners shall be exercised only through the
Clearing Agency and shall be limited to those established by law, the rules,
regulations and procedures of the Clearing Agency and agreements between such
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates, refer to
actions taken by the Clearing Agency upon instructions from the Clearing Agency
Participants, and all references in this Agreement to distributions, notices,
reports and statements to Certificateholders shall, with respect to the
Book-Entry Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the Book-Entry
Certificates, as the case may be, for distribution to Beneficial Owners in
accordance with the procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among the
Clearing Agency Participants and receive and transmit distributions of principal
and interest on the Certificates to the Clearing Agency Participants, for
distribution by such Clearing Agency Participants to the Beneficial Owners or
their nominees.
For purposes of any provision of this Agreement requiring or permitting actions
with the consent of, or at the direction of, Holders of Book-Entry Certificates
evidencing specified Voting Interests, such direction or consent shall be given
by Beneficial Owners having the requisite Voting Interests, acting through the
Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial Owners
pursuant to Section 5.07, copies of the reports or statements referred to in
Section 4.04 shall be available to Beneficial Owners upon written request to the
Trust Administrator at the Corporate Trust Office.
Section 5.02 REGISTRATION OF CERTIFICATES.
The Trust Administrator shall cause to be kept at one of the
offices or agencies to be maintained in accordance with the
provisions of Section 5.06 a Certificate Register in which,
subject to such reasonable regulations as it may prescribe,
the Trust Administrator shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as
herein provided. The Trust Administrator shall act as, or
shall appoint, a Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of
Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any office or
agency maintained for such purpose pursuant to Section 5.06 (and subject to the
provisions of this Section 5.02) the Trust Administrator shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized Denominations of a like aggregate principal portion
or Percentage Interest and of the same Class upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trust Administrator shall execute, and shall date,
authenticate (or cause the Authenticating Agent to authenticate) and deliver,
the Certificates which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar or the Trust Administrator)
be duly endorsed by, or be accompanied by a written instrument of transfer in
form satisfactory to the Certificate Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of Certificates,
but the Trust Administrator or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by the
Certificate Registrar, the Trust Administrator or the Authenticating Agent in
accordance with their standard procedures.
No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements
of the Securities Act of 1933, as amended, and any applicable
State securities laws are complied with, or such transfer is
exempt from the registration requirements under said Act and
laws. In the event that a transfer is to be made in reliance
upon an exemption from said Act or laws, (i) unless such
transfer is made in reliance on Rule 144A, the Trust
Administrator or the Seller may, if such transfer is to be
made within three years after the later of (i) the date of the
initial sale of Certificates or (ii) the last date on which
the Seller or any affiliate thereof was a Holder of the
Certificates proposed to be transferred, require a Class A-PO,
Class B-4, Class B-5 or Class B-6 Certificateholder to deliver
a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the
Seller, to the effect that such transfer may be made pursuant
to an exemption, describing the applicable exemption and the
basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall
not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer, and (ii) the Trust
Administrator shall require the transferee (other than an
affiliate of the Seller on the Closing Date) to execute an
investment letter in the form of Exhibit J hereto certifying
to the Seller and the Trust Administrator the facts
surrounding such transfer, which investment letter shall not
be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer. The Holder of a Class A-PO,
Class B-4, Class B-5 or Class B-6 Certificate desiring to
effect such transfer shall, and does hereby agree to,
indemnify the Trust Administrator, the Trustee, the Seller,
the Master Servicer and any Paying Agent acting on behalf of
the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with
such federal and state laws. Neither the Seller nor the Trust
Administrator is under an obligation to register the Class
A-PO, Class B-4, Class B-5 or Class B-6 Certificates under
said Act or any other securities law.
No transfer of a Class A-PO or Class B Certificate shall be made
(other than the transfer of the Class A-PO Certificates to an
affiliate of the Seller on the Closing Date) unless the Trust
Administrator and the Seller shall have received (i) a
representation letter from the transferee in the form of
Exhibit J hereto, in the case of a Class A-PO, Class B-4,
Class B-5 or Class B-6 Certificate, or in the form of Exhibit
K hereto, in the case of a Class B-1, Class B-2 or Class B-3
Certificate, to the effect that either (a) such transferee is
not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a
governmental plan, as defined in Section 3(32) of ERISA,
subject to any federal, state or local law ("Similar Law")
which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and
is not a person acting on behalf of or using the assets of any
such Plan, which representation letter shall not be an expense
of the Trust Administrator, the Trustee, the Seller or the
Master Servicer or (b) with respect to the Class B
Certificates only, if such transferee is an insurance company,
(A) the source of funds used to purchase the Class B
Certificate is an "insurance company general account" (as such
term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July
12, 1995)), (B) there is no Plan with respect to which the
amount of such general account's reserves and liabilities for
the contract(s) held by or on behalf of such Plan and all
other Plans maintained by the same employer (or affiliate
thereof as defined in Section V(a)(1) of PTE 95-60) or by the
same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the
date of acquisition and (C) the purchase and holding of such
Class B Certificates are covered by Sections I and III of PTE
95-60 or (ii) in the case of any such Class A-PO or Class B
Certificate presented for registration in the name of a Plan,
or a trustee of any such Plan, (A) an Opinion of Counsel
satisfactory to the Trust Administrator and the Seller to the
effect that the purchase or holding of such Class A-PO or
Class B Certificate will not result in the assets of the Trust
Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or
Similar Law and will not subject the Trust Administrator, the
Trustee, the Seller or the Master Servicer to any obligation
in addition to those undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of the Trust
Administrator, the Trustee, the Seller or the Master Servicer
and (B) such other opinions of counsel, officer's certificates
and agreements as the Seller or the Master Servicer may
require in connection with such transfer, which opinions of
counsel, officers' certificates and agreements shall not be an
expense of the Trust Administrator, the Trustee, the Seller or
the Master Servicer. The Class A-PO and Class B Certificates
shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
No legal or beneficial interest in all or any portion of the
Class A-R or Class A-LR Certificate may be transferred
directly or indirectly to a "disqualified organization" within
the meaning of Code Section 860E(e)(5) or an agent of a
disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an "ERISA
Prohibited Holder") or to an individual, corporation,
partnership or other person unless such transferee (i) is not
a Non-U.S. Person or (ii) is a Non-U.S. Person that holds the
Class A-R or Class A-LR Certificate in connection with the
conduct of a trade or business within the United States and
has furnished the transferor and the 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
or Class A-LR Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class A-R or Class
A-LR Certificate will not be disregarded for federal income
tax purposes (any such person who is not covered by clauses
(i), (ii) or (iii) above being referred to herein as a
"Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trust
Administrator shall not execute, and shall not authenticate
(or cause the Authenticating Agent to authenticate) and
deliver, a new Class A-R or Class A-LR Certificate in
connection with any such transfer to a disqualified
organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, and neither the Certificate Registrar nor the
Trust Administrator shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the
Class A-R or Class A-LR Certificate, unless the transferor
shall have provided to the 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 or Class A-LR Certificate to disqualified
organizations, ERISA Prohibited Holders or Non-permitted
Foreign Holders. Such affidavit shall also contain the
statement of the transferee that (i) the transferee has
historically paid its debts as they have come due and intends
to do so in the future, (ii) the transferee understands that
it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay
taxes associated with holding the residual interest as they
become due and (iv) the transferee will not transfer the Class
A-R or Class A-LR Certificate to any Person who does not
provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R or Class A-LR Certificate,
shall be accompanied by a written statement in the form attached as Exhibit I
hereto, signed by the transferor, to the effect that as of the time of the
transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in any
portion of the Class A-R or Class A-LR Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R or Class
A-LR Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class A-R or Class A-LR Certificate as completely
as if such transfer had never occurred, provided that the Master Servicer may,
but is not required to, recover any distributions made to such transferee with
respect to the Class A-R or Class A-LR Certificate, and (ii) the Master Servicer
agrees to furnish to the Internal Revenue Service and to any transferor of the
Class A-R or Class A-LR Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R or Class A-LR Certificate (or portion thereof) for
periods after such transfer. At the election of the Master Servicer, the cost to
the Master Servicer of computing and furnishing such information may be charged
to the transferor or such agent referred to above; however, the Master Servicer
shall in no event be excused from furnishing such information.
Section 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trust Administrator or
the Authenticating Agent, or the Trust Administrator or the Authenticating Agent
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trust Administrator or the
Authenticating Agent such security or indemnity as may be required by them to
hold each of them harmless, then, in the absence of notice to the Trust
Administrator or the Authenticating Agent that such Certificate has been
acquired by a bona fide purchaser, the Trust Administrator shall execute and
authenticate (or cause the Authenticating Agent to authenticate) and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and principal portion or Percentage
Interest and of the same Class. Upon the issuance of any new Certificate under
this Section, the Trust Administrator or the Certificate Registrar may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expense (including the
fees and expenses of the Trust Administrator or the Authenticating Agent) in
connection therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the Trust
Estate, as if originally issued, whether or not the lost, stolen, or destroyed
Certificate shall be found at any time.
Section 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of transfer, the
Seller, the Master Servicer, the Trustee, the Trust Administrator, the
Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
Section 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
If the Trust Administrator is not acting as Certificate
Registrar, the Certificate Registrar shall furnish or cause to
be furnished to the Trust Administrator, within 15 days after
receipt by the Certificate Registrar of a request by the Trust
Administrator in writing, a list, in such form as the Trust
Administrator may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the
most recent Record Date.
If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and
such application states that the applicants desire to
communicate with other Certificateholders with respect to
their rights under this Agreement or under the Certificates
and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trust Administrator
shall, within five Business Days following the receipt of such
application, afford such applicants access during normal
business hours to the most recent list of Certificateholders
held by the Trust Administrator. If such a list is as of the
date more than 90 days prior to the date of receipt of such
applicants' request and the Trust Administrator is not the
Certificate Registrar, the Trust Administrator shall promptly
request from the Certificate Registrar a current list as
provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate
Registrar, the Trust Administrator and the Trustee that
neither the Seller, the Master Servicer, the Certificate
Registrar, the Trust Administrator nor the Trustee shall be
held accountable by reason of the disclosure of any such
information as to the names, addresses and Percentage
Interests of the Certificateholders hereunder, regardless of
the source from which such information was delivered.
Section 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trust Administrator will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trust Administrator initially
designates the Corporate Trust Office and the principal corporate trust office
of the Authenticating Agent, if any, as its offices and agencies for said
purposes.
Section 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trust Administrator in writing that
the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trust Administrator in writing that
it elects to terminate the book-entry system through the Clearing Agency, (iii)
after the occurrence of dismissal or resignation of the Master Servicer,
Beneficial Owners representing aggregate Voting Interests of not less than 51%
of the aggregate Voting Interests of each outstanding Class of Book-Entry
Certificates advise the Trust Administrator through the Clearing Agency and
Clearing Agency Participants in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Beneficial Owners the Trust Administrator shall notify the Beneficial Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Beneficial Owners requesting the
same. Upon surrender to the Trust Administrator by the Clearing Agency of the
Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trust Administrator shall execute and authenticate
Definitive Certificates for delivery at its Corporate Trust Office. The Master
Servicer shall arrange for, and will bear all costs of, the printing and
issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
Section 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry Certificates
is required under this Agreement, unless and until Definitive Certificates shall
have been issued to Beneficial Owners pursuant to Section 5.07, the Trust
Administrator shall give all such notices and communications specified herein to
be given to Holders of Book-Entry Certificates to the Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement and
undertaken hereunder by the Seller and the Master Servicer.
Section 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER SERVICER.
Subject to the following paragraph, the Seller and the Master Servicer each will
keep in full effect its existence, rights and franchises as a corporation under
the laws of the jurisdiction of its incorporation, and will obtain and preserve
its qualification to do business as a foreign corporation in each jurisdiction
in which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or into any
Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which the
Seller or Master Servicer shall be a party, or any Person succeeding to the
business of the Seller or Master Servicer, shall be the successor of the Seller
or Master Servicer hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; PROVIDED, HOWEVER, that, in the case of the Master
Servicer, any such successor or resulting Person shall be qualified to service
mortgage loans for FNMA or FHLMC.
Section 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE MASTER SERVICER
AND OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of the
partners, directors, officers, employees or agents of any of them shall be under
any liability to the Trust Estate or the Certificateholders and all such Persons
shall be held harmless for any action taken or for refraining from the taking of
any action in good faith pursuant to this Agreement, or for errors in judgment;
PROVIDED, HOWEVER, that this provision shall not protect any such Person against
any breach of warranties or representations made herein or against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Seller, the Master Servicer, any
subcontractor, and any partner, director, officer, employee or agent of any of
them shall be entitled to indemnification by the Trust Estate and will be held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of his or its duties hereunder or by
reason of reckless disregard of his or its obligations and duties hereunder. The
Seller, the Master Servicer and any of the directors, officers, employees or
agents of either may rely in good faith on any document of any kind which, PRIMA
FACIE, is properly executed and submitted by any Person respecting any matters
arising hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; PROVIDED, HOWEVER, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A and Class B Certificates in the same manner as
Realized Losses are allocated pursuant to Section 4.02(a).
Section 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
Section 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights, benefits or
privileges under this Agreement to any other Person, or delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by the Master Servicer without
the prior written consent of the Trustee and the Trust Administrator, and any
agreement, instrument or act purporting to effect any such assignment, transfer,
delegation or appointment shall be void. Notwithstanding the foregoing, the
Master Servicer shall have the right without the prior written consent of the
Trustee or the Trust Administrator (i) to assign its rights and delegate its
duties and obligations hereunder; PROVIDED, HOWEVER, that (a) the purchaser or
transferee accepting such assignment or delegation is qualified to service
mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee and the Trust
Administrator, in the exercise of its reasonable judgment, and executes and
delivers to the Trustee and the Trust Administrator an agreement, in form and
substance reasonably satisfactory to the Trustee and the Trust Administrator,
which contains an assumption by such purchaser or transferee of the due and
punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer hereunder from and after the date
of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, Trust Administrator or the Seller under this Agreement, incurred by it
prior to the time that the conditions contained in clause (i) above are met.
Section 6.07 INDEMNIFICATION OF TRUSTEE, TRUST ADMINISTRATOR AND SELLER
BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee, the Trust
Administrator and the Seller and any director, officer or agent thereof against
any loss, liability or expense, including reasonable attorney's fees, arising
out of, in connection with or incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties of the Master Servicer under
this Agreement or by reason of reckless disregard of its obligations and duties
under this Agreement. Any payment pursuant to this Section made by the Master
Servicer to the Trustee, the Trust Administrator or the Seller shall be from
such entity's own funds, without reimbursement therefor. The provisions of this
Section 6.07 shall survive the termination of this Agreement.
Section 6.08 Master Servicer Covenants Concerning Year 2000 Compliance.
The Master Servicer covenants that it is working to modify its computer and
other systems used in the performance of its duties as Master Servicer for the
Certificates to operate in a manner such that, on and after January 1, 2000, the
Master Servicer can perform its duties in accordance with the terms of this
Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Master Servicer
shall occur and be continuing, that is to say:
any failure by the Master Servicer (a) to remit any funds to
the Paying Agent as required by Section 4.03 or (b) to
distribute or cause to be distributed to
Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement
which, in either case, continues unremedied for a period
of three business days after the date upon which written
notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer
by the Trustee or to the Master Servicer and the Trustee
by the holders of Certificates evidencing in the
aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of
the covenants or agreements on the part of the Master
Servicer in the Certificates or in this Agreement which
continues unremedied for a period of 60 days after the
date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the
Master Servicer by the Trustee, or to the Master
Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the
aggregate Voting Interest represented by all
Certificates; or
a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the
appointment of a trustee, conservator, receiver or
liquidator in any bankruptcy, insolvency, readjustment
of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in
force undischarged and unstayed for a period of 60 days;
or
the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or
liquidating committee in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar
proceedings of or relating to the Master Servicer, or of
or relating to all or substantially all of its property;
or
the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency,
bankruptcy or reorganization statute, make an assignment
for the benefit of its creditors or voluntarily suspend
payment of its obligations;
the Master Servicer shall be dissolved, or shall dispose of
all or substantially all of its assets; or consolidate
with or merge into another entity or shall permit
another entity to consolidate or merge into it, such
that the resulting entity does not meet the criteria for
a successor servicer, as specified in Section 6.02
hereof; or
the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHLMC,
which ineligibility continues unremedied for a period of
90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and 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:
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;
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
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:
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;
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;
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;
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
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 either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee 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:
all powers, duties, obligations and rights conferred upon
the Trustee, in respect of the receipt, custody and
payment of moneys shall be exercised solely by the
Trustee;
all other rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or
imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except
to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the
Master Servicer hereunder) the Trustee shall be
incompetent or unqualified to perform such act or acts,
in which event such rights, powers, duties and
obligations (including the holding of title to the Trust
Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate
trustee or co-trustee;
no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of
any other separate trustee or co-trustee hereunder; and
the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed
by it, if such resignation or removal does not violate
the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee to the extent permitted by law, without the appointment of a new or
successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 8.07 hereunder and no notice
to Certificateholders of the appointment thereof shall be required under Section
8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent necessary
to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the co-trustees to
the extent, and in accordance with the standards, specified in Section 8.06
hereof.
Section 8.13 APPOINTMENT OF CUSTODIANS.
The Trust Administrator may at any time on or after the Closing Date, with the
consent of the Master Servicer and the Seller, appoint one or more Custodians to
hold all or a portion of the Owner Mortgage Loan Files as agent for the Trust
Administrator, by entering into a Custodial Agreement. Subject to this Article
VIII, the Trust Administrator agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).
Section 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
Each of the Trustee, the Trust Administrator and the Master
Servicer covenants and agrees that it shall perform its duties
hereunder in a manner consistent with the REMIC Provisions and
shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's
status as two separate REMICs; or (ii) cause the imposition of
any federal, state or local income, prohibited transaction,
contribution or other tax on either the Upper-Tier REMIC, the
Lower-Tier REMIC or the Trust Estate. The Master Servicer, or,
in the case of any tax return or other action required by law
to be performed directly by the 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 for each of the Upper-Tier REMIC and the
Lower-Tier REMIC using a calendar year as the taxable year and
the accrual method of accounting; (ii) in the first such
federal tax returns, make, or cause to be made, elections
satisfying the requirements of the REMIC Provisions, on behalf
of the Trust Estate, to treat each of the Upper-Tier REMIC and
the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and
forward, or cause to be prepared, executed and forwarded, to
the Certificateholders all information reports or tax returns
required with respect to the Trust Estate, as and when
required to be provided to the Certificateholders, and to the
Internal Revenue Service and any other relevant governmental
taxing authority in accordance with the REMIC Provisions and
any other applicable federal, state or local laws, including
without limitation information reports relating to "original
issue discount" and "market discount" as defined in the Code
based upon the issue prices, prepayment assumption and cash
flows provided by the Seller to the 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 Upper-Tier REMIC and the Lower-Tier REMIC, including
but not limited to the income, expenses, individual Mortgage
Loans (including REO Mortgage Loans, other assets and
liabilities of each REMIC, and the fair market value and
adjusted basis of the property of each REMIC determined at
such intervals as may be required by the Code, as may be
necessary to prepare the foregoing returns or information
reports; (vii) exercise reasonable care not to allow the
creation of any "interests" in either the Upper-Tier REMIC or
the Lower-Tier REMIC within the meaning of Code Section
860D(a)(2) other than the interests in the Upper-Tier REMIC
represented by the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class
A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class
A-20, Class A-21, Class A-22, Class A-23, Class A-24, Class
A-25, Class A-26, Class A-27, Class A-28, Class A-PO and Class
A-R Certificates, the Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates and the interests in
the Lower-Tier REMIC represented by the Class A-L1, Class
A-L3, Class A-L4, Class A-L9, Class A-L11, Class A-L12, Class
A-L20, Class A-L24, Class A-LPO, Class A-LUR, Class B-L1,
Class B-L2, Class B-L3, Class B-L4, Class B-L5 and Class B-L6
Interests and the Class A-LR Certificate; (viii) exercise
reasonable care not to allow the occurrence of any "prohibited
transactions" within the meaning of Code Section 860F(a),
unless the Master Servicer shall have provided an Opinion of
Counsel to the Trustee that such occurrence would not (a)
result in a taxable gain, (b) otherwise subject either the
Upper-Tier REMIC or Lower-Tier REMIC or the Trust Estate to
tax or (c) cause the Trust Estate to fail to qualify as two
separate REMICs; (ix) exercise reasonable care not to allow
either the Upper-Tier REMIC or the Lower-Tier REMIC to receive
income from the performance of services or from assets not
permitted under the REMIC Provisions to be held by a REMIC;
(x) pay (on behalf of the Upper-Tier REMIC or the Lower-Tier
REMIC) the amount of any federal income tax, including,
without limitation, prohibited transaction taxes, taxes on net
income from foreclosure property, and taxes on certain
contributions to a REMIC after the Startup Day, imposed on the
Upper-Tier REMIC or Lower-Tier REMIC, as the case may be, when
and as the same shall be due and payable (but such obligation
shall not prevent the Master Servicer or any other appropriate
Person from contesting any such tax in appropriate proceedings
and shall not prevent the Master Servicer from withholding or
depositing payment of such tax, if permitted by law, pending
the outcome of such proceedings); and (xi) if required or
permitted by the Code and applicable law, act as "tax matters
person" for the Upper-Tier REMIC or the Lower-Tier REMIC
within the meaning of Treasury Regulations Section
1.860F-4(d), and the Master Servicer is hereby designated as
agent of the Class A-R and Class A-LR Certificateholders for
such purpose (or if the Master Servicer is not so permitted,
the Holders of the Class A-R and Class A-LR Certificates shall
be tax matters persons in accordance with the REMIC
Provisions). The Master Servicer shall be entitled to be
reimbursed pursuant to Section 3.02 for any taxes paid by it
pursuant to clause (x) of the preceding sentence, except to
the extent that such taxes are imposed as a result of the bad
faith, willful misfeasance or gross negligence of the Master
Servicer in the performance of its obligations hereunder. The
Trustee's sole duties with respect to the Upper-Tier REMIC and
Lower Tier REMIC are to sign the tax returns referred to in
clause (i) of the second preceding sentence and to comply with
written directions from the Master Servicer or the Trustee.
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 Upper-Tier REMIC and Lower-Tier REMIC as
described above. In the event that the Trust Administrator prepares any of the
federal, state and local tax returns of the Upper-Tier REMIC or Lower-Tier REMIC
as described above, the Trust Administrator hereby indemnifies the Seller, the
Master Servicer and the Trustee for any losses, liabilities, damages, claims or
expenses of the Seller, the Master Servicer or the Trustee arising from the
Trust Administrator's willful misfeasance, bad faith or negligence in connection
with such preparation.
Notwithstanding anything in this Agreement to the contrary, each of
the Master Servicer, the Trust Administrator and the Trustee
shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities
and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes,
including taxes imposed on "prohibited transactions" within
the meaning of the REMIC Provisions) if and to the extent that
such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee
to, respectively, perform its obligations under this Section
8.14.
Section 8.15 MONTHLY ADVANCES.
In the event that Norwest Mortgage fails to make a Periodic Advance required to
be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trust Administrator shall make a Periodic Advance as
required by Section 3.03 hereof; PROVIDED, HOWEVER, the Trust Administrator
shall not be required to make such Periodic Advances if prohibited by law or if
it determines that such Periodic Advance would be a Nonrecoverable Advance. With
respect to those Periodic Advances which should have been made by Norwest
Mortgage, the Trust Administrator shall be entitled, pursuant to Section
3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the Certificate Account
for Periodic Advances and Nonrecoverable Advances made by it.
Section 8.16 TRUSTEE COVENANTS CONCERNING YEAR 2000 COMPLIANCE.
The Trustee covenants that it is working to modify its computer and other
systems used in the performance of its duties as trustee for the Certificates to
operate in a manner such that, on and after January 1, 2000, the Trustee can
perform its duties in accordance with the terms of this Agreement.
Section 8.17 TRUST ADMINISTRATOR COVENANTS CONCERNING YEAR 2000 COMPLIANCE.
The Trust Administrator covenants that it is working to modify its computer and
other systems used in the performance of its duties as trust administrator for
the Certificates to operate in a manner such that, on and after January 1, 2000,
the Trust Administrator can perform its duties in accordance with the terms of
this Agreement.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01 TERMINATION UPON PURCHASE BY THE SELLER OR LIQUIDATION OF ALL
MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and responsibilities of the
Seller, the Master Servicer, the Trust Administrator and the Trustee created
hereby (other than the obligation of the Trust Administrator to make certain
payments after the Final Distribution Date to Certificateholders and the
obligation of the Master Servicer to send certain notices as hereinafter set
forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, HOWEVER, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate pursuant
to clause (i) of the preceding paragraph are subject to Section 9.02 and
conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans as
of the Final Distribution Date being less than the amount set forth in Section
11.22. In the case of any purchase by the Seller pursuant to said clause (i),
the Seller shall provide to the Trust Administrator the certification required
by Section 3.04 and the Trust Administrator and the Custodian shall, promptly
following payment of the purchase price, release to the Seller the Owner
Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which shall
be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trust Administrator
for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer (if it is exercising its right to purchase the assets of
the Trust Estate) or by the Trust Administrator (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trust Administrator
therein designated, (B) the amount of any such final payment and (C) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made (except in the case of any Class A Certificate surrendered
on a prior Distribution Date pursuant to Section 4.01) only upon presentation
and surrender of the Certificates at the office or agency of the Trust
Administrator therein specified. If the Master Servicer is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust Administrator
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class A-R and Class A-LR Certificates, the amounts, if any, which
remain on deposit in the Upper-Tier Certificate Account and the Certificate
Account, respectively (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(ii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the 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 either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption
of a plan of complete liquidation of the Upper-Tier
REMIC and Lower-Tier REMIC as of the date of such notice
(or, if earlier, the date on which the first such notice
is mailed to Certificateholders). The Master Servicer
shall also specify such date in a statement attached to
the final tax returns of the Upper-Tier REMIC and
Lower-Tier REMIC; and
At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution
Date, the 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
Sectin 10.01 AMENDMENT.
This Agreement or any Custodial Agreement may be amended from time
to time by the Seller, the Master Servicer, the Trust
Administrator and the Trustee, without the consent of any of
the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein
which may be inconsistent with any other provisions herein or
therein, (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain
the qualification of the Trust Estate as two separate REMICs
at all times that any Certificates are outstanding or to avoid
or minimize the risk of the imposition of any federal tax on
the Trust Estate, the Upper-Tier REMIC or the Lower-Tier REMIC
pursuant to the Code that would be a claim against the Trust
Estate, provided that (a) the Trustee 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
Upper-Tier Certificate Account and Certificate Account
provided that (a) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder and (b) such change
shall not adversely affect the then-current rating of the
Certificates as evidenced by a letter from each Rating Agency
to such effect, (v) to modify, eliminate or add to the
provisions of Section 5.02 or any other provisions hereof
restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in
its sole discretion that any such modifications to this
Agreement will neither adversely affect the rating on the
Certificates nor give rise to a risk that either the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders will be subject to a tax caused by a
transfer to a non-permitted transferee and (vi) to make any
other provisions with respect to matters or questions arising
under this Agreement or such Custodial Agreement which shall
not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to time
by the Seller, the Master Servicer, 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 either the Upper-Tier REMIC or the Lower-Tier
REMIC to tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trust Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
Notwithstanding any contrary provision of this Agreement, the Master
Servicer may, from time to time, amend Schedule I hereto
without the consent of any Certificateholder, the Trust
Administrator or the Trustee; PROVIDED, HOWEVER, (i) that such
amendment does not conflict with any provisions of the related
Servicing Agreement, (ii) that the related Servicing Agreement
provides for the remittance of each type of Unscheduled
Principal Receipts received by such Servicer during the
Applicable Unscheduled Principal Receipt Period (as so
amended) related to each Distribution Date to the Master
Servicer no later than the 24th day of the month in which such
Distribution Date occurs and (iii) that such amendment is for
the purpose of changing the Applicable Unscheduled Principal
Receipt Period for all Mortgage Loans serviced by any Servicer
to a Mid-Month Receipt Period with respect to Full Unscheduled
Principal Receipts and to a Prior Month Receipt Period with
respect to Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b) shall be
promptly forwarded to the Trust Administrator.
Section 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the applicable recording
office) is subject to recordation in all appropriate public offices for real
property records in all the towns or other comparable jurisdictions in which any
or all of the Mortgaged Properties are situated, and in any other appropriate
public office or elsewhere, such recordation to be effected by the Master
Servicer and at its expense on direction by the Trust Administrator, but only
upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust Estate, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust Estate, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.
Except as otherwise expressly provided herein, no Certificateholder, solely by
virtue of its status as a Certificateholder, shall have any right to vote or in
any manner otherwise control the operation and management of the Trust Estate,
or the obligations of the parties hereto, nor shall anything herein set forth,
or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder, shall
have any right by virtue or by availing of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trust Administrator a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
evidencing not less than 25% of the Voting Interest represented by all
Certificates shall have made written request upon the Trust Administrator to
institute such action, suit or proceeding in its own name as Trust Administrator
hereunder and shall have offered to the Trust Administrator such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trust Administrator, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trust Administrator, that no one or more
Holders of Certificates shall have any right in any manner whatever by virtue or
by availing of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Agreement, except in the manner herein provided and
for the benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section, each and every Certificateholder and the Trust
Administrator shall be entitled to such relief as can be given either at law or
in equity.
Section 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the State of
New York (without regard to conflicts of laws principles), and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws.
Section 10.05 NOTICES.
All demands, notices and communications hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Seller, (ii) in the case of the
Master Servicer, to Norwest Bank Minnesota, National Association, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Vice President or such other
address as may hereafter be furnished to the Seller and the Trustee in writing
by the Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust
Office and (iv) in the case of the Trust Administrator, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee or the Trust Administrator, in
each case Attention: Corporate Trust Department. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice, PROVIDED, HOWEVER, that any demand, notice
or communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by an
officer of the Master Servicer, the Master Servicer shall not be deemed to have
knowledge of any act or failure to act of any Servicer unless notified thereof
in writing by the Trustee, the Trust Administrator, such Servicer or a
Certificateholder.
Section 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
Section 10.07 SPECIAL NOTICES TO RATING AGENCIES.
The Trust Administrator shall give prompt notice to each Rating
Agency of the occurrence of any of the following events of
which it has notice:
any amendment to this Agreement pursuant to Section
10.01(a);
any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
any resignation of the Master Servicer pursuant to Section
6.04;
the occurrence of any of the Events of Default described in
Section 7.01;
any notice of termination given to the Master Servicer
pursuant to Section 7.01;
the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
the making of a final payment pursuant to Section 9.01.
The Master Servicer shall give prompt notice to each Rating Agency
of the occurrence of any of the following events:
the appointment of a Custodian pursuant to Section 2.02;
the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
the appointment of a successor trustee or trust
administrator pursuant to Section 8.09; or
the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in
the Master Servicer.
The Master Servicer shall deliver to each Rating Agency:
reports prepared pursuant to Section 3.05; and
statements prepared pursuant to Section 4.04.
Section 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of Incorporation
without the prior written consent of each Rating Agency rating the Certificates.
Section 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of all of its
right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.50% 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 $800,049,582.01
Section 11.04 ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 95.99273369%
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 $24,954,000.00
Class A-2 $357,679,000.00
Class A-3 $49,904,877.00
Class A-4 $ 4,611,849.00
Class A-5 $40,432,000.00
Class A-6 $10,285,000.00
Class A-7 $26,751,000.00
Class A-9 $29,946,000.00
Class A-10 $16,345,000.00
Class A-11 $ 4,991,000.00
Class A-12 $ 7,850,000.00
Class A-13 $ 5,405,000.00
Class A-14 $ 5,259,000.00
Class A-15 $ 1,959,000.00
Class A-16 $ 3,000,000.00
Class A-17 $ 2,500,000.00
Class A-18 $ 2,363,000.00
Class A-19 $ 500,000.00
Class A-20 $ 500,000.00
Class A-21 $17,862,000.00
Class A-22 $17,128,000.00
Class A-23 $ 5,213,000.00
Class A-24 $12,059,470.00
Class A-25 $ 3,126,530.00
Class A-26 $ 193,074.00
Class A-27 $97,778,000.00
Class A-28 $18,009,000.00
Class A-PO $ 1,442,259.83
Class A-R $ 100.00
Class A-LR $ 100.00
Section 11.06 ORIGINAL CLASS A-8 NOTIONAL AMOUNT.
The Original Class A-8 Notional Amount is $ 1,919,418.35
Section 11.07 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is $766,605,000.00.
Section 11.08 ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 4.00726631%.
Section 11.09 ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 1.50274104%.
Section 11.10 ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 1.35235424%.
Section 11.11 ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.45078475%.
Section 11.12 ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.30064838%.
Section 11.13 ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.20034878%.
Section 11.14 ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.20038912%.
Section 11.15 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $32,002,322.18
Section 11.16 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS B
CERTIFICATES.
As to the following Classes of Class B Certificate, the Principal Balance of
such Class as of the Cut-Off Date, is as follows:
Original
CLASS PRINCIPAL BALANCE
Class B-1 $ 12,001,000.00
Class B-2 $ 10,800,000.00
Class B-3 $ 3,600,000.00
Class B-4 $ 2,401,000.00
Class B-5 $ 1,600,000.00
Section 11.17 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 2.50452526%.
Section 11.18 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 1.15217102%.
Section 11.19 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.70138627%.
Section 11.20 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.40073789%.
Section 11.21 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.20038911%.
Section 11.22 CLOSING DATE.
The Closing Date is March 29, 1999.
Section 11.23 RIGHT TO PURCHASE.
The right of the Seller to purchase all of the Mortgage Loans pursuant to
Section 9.01 hereof shall be conditioned upon the Pool Scheduled Principal
Balance of the Mortgage Loans being less than $80,004,958.20 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.24 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A (other than the Class A-8, Class A-PO, Class A-R and
Class A-LR Certificates) and the Class B Certificates, the minimum Denomination
eligible for wire transfer on each Distribution Date is $500,000. With respect
to the Class A-8 and Class A-PO Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is 100% Percentage Interest. The
Class A-R and Class A-LR Certificates are not eligible for wire transfer.
Section 11.25 SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates (other than the
Class A-8, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class
A-17, Class A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class A-23,
Class A-PO, Class A-R and Class A-LR Certificates) and each Class of the Class B
Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates)
represents a $100,000 Denomination. A Single Certificate for the Class A-8
Certificates represents a $1,919,418.35 Denomination. A Single Certificate for
the Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-20, Class A-21, Class A-22 and Class A-23
Certificates represents a $1,000 Denomination. A Single Certificate for the
Class A-R and Class A-LR Certificates represents a $100 Denomination. A Single
Certificate for the Class B-4, Class B-5 and Class B-6 Certificates represents a
$250,000 Denomination. A Single Certificate for the Class A-PO Certificates
represents a $1,442,259.83 Denomination.
Section 11.26 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such rate as is set
forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
Section 11.27 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan is
0.017% per annum.
<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:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By: __________________________________
Name:
Title:
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 29th day of March, 1999, before me, a notary public in and for the State
of Maryland, personally appeared Alan 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 29th 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 29th 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 29th 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 1999-9
Applicable Unscheduled Principal Receipt Period
FULL UNSCHEDULED PARTIAL UNSCHEDULED
SERVICER PRINCIPAL RECEIPTS PRINCIPAL RECEIPTS
- -------- ------------------ -------------------
Norwest Mortgage, Inc. Exhibit Mid Month Mid Month
F-(1)
Bank United Mid Month Prior Month
First Union Mortgage Corporation Mid Month Prior Month
Marine Midland Mortgage Mid Month Prior Month
Corporation.
Countrywide Home Loans, Inc. Prior Month Prior Month
SunTrust Mortgage, Inc. Prior Month Prior Month
Merrill Lynch Credit Corporation Mid Month Prior Month
National City Mortgage Company. Mid Month Prior Month
FT Mortgage Companies Mid-Month Prior Month
Home Savings of America, FSB Mid-Month Prior Month
NOVUS Financial Corporation Prior-Month Prior Month
Hibernia National Bank Mid Month Prior Month
Farmers State Bank & Trust Mid Month Prior Month
Company of Superior
The Huntington Mortgage Company Mid Month Prior Month
HomeSide Lending Prior Month Prior Month
Cascade Bank Mid Month Prior Month
GMAC Mortgage Corporation Mid Month Prior Month
Bank of Oklahoma, N.A. Mid Month Prior Month
Star Bank Mid Month Prior Month
Columbia Equities, Ltd. Prior Month Prior Month
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 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 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 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 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-3 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 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 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9 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 Denomination: $
by 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 29, 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 Class A-4 Certificate will
not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, at an issue price of 50.55932% and
a stated redemption price at maturity equal to its initial principal balance,
and is issued with original issue discount ("OID") for federal income tax
purposes. Assuming that this Certificate pays in accordance with projected cash
flows reflecting the prepayment assumption of 275% SPA (as defined in the
Prospectus Supplement dated March 22, 1999 with respect to the offering of the
Class A Certificates (except the Class A-PO Certificates) Class B-1, Class B-2
and Class B-3 Certificates) used to price this Certificate: (i) the amount of
OID as a percentage of the initial principal balance of this Certificate is
approximately 49.44068000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 5.24%; and (iii) the amount of
OID allocable to the short first accrual period (March 29, 1999 to April 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.19111111%.
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 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-5 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 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 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-6 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 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 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-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 29, 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]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN
THE INITIAL NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced Denomination: $(Initial Notional
by this Certificate: % Amount)
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 29, 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. The Class A-8
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-8 Certificates each month in an amount equal to the
product of (i) 1/12th of 6.500% and (ii) the Class A-8 Notional Amount as of the
related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-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 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.
This Certificate is issued on March 29, 1999, at an issue price of 1.56944% of
the initial Class A-8 Notional Amount, including accrued interest, and a stated
redemption price at maturity equal to all interest distributions hereon, and is
issued with original issue discount ("OID") for federal income tax purposes.
Assuming that this Certificate pays in accordance with projected cash flows
reflecting the prepayment assumption of 275% SPA (as defined in the Prospectus
Supplement dated March 22, 1999 with respect to the offering of the Class A
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial Class A-8 Notional Amount is approximately
1.26269383%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 10.67%; and (iii) the amount of OID allocable to the
short first accrual period (March 29, 1999 to April 25, 1999) as a percentage of
the initial Class A-8 Notional Amount, calculated using the exact method, is
approximately 0.01208955%.
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 Trustee 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 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-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 29, 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 6.375% 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]
[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 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-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 29, 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 pass-through rate on the
Class A-10 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-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its issue price of
96.52118%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated March 22, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 3.55104167%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.99%; and (iii) the
amount of OID allocable to the short first accrual period (March 29, 1999 to
April 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.01746519%.
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 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-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 29, 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 7.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-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 29, 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 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-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 29, 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 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-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 29, 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-14 Certificates required to be distributed
to Holders of the Class A-14 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-14 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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]
[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 1999-9 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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-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 29, 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 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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.
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-16
[FORM OF FACE OF CLASS A-16 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 1999-9 CLASS A-16
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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-16 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 29, 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-16 Certificates required to be distributed
to Holders of the Class A-16 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-16 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-16 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-17
[FORM OF FACE OF CLASS A-17 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 1999-9 CLASS A-17
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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-17 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 29, 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-17 Certificates required to be distributed
to Holders of the Class A-17 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-17 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-17 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-18
[FORM OF FACE OF CLASS A-18 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 1999-9 CLASS A-18
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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-18 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 29, 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-18 Certificates required to be distributed
to Holders of the Class A-18 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-18 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-18 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-19
[FORM OF FACE OF CLASS A-19 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 1999-9 CLASS A-19
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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-19 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 29, 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-19 Certificates required to be distributed
to Holders of the Class A-19 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-19 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-19 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-20
[FORM OF FACE OF CLASS A-20 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 1999-9 CLASS A-20
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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-20 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 29, 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-20 Certificates required to be distributed
to Holders of the Class A-20 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-20 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-20 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-21
[FORM OF FACE OF CLASS A-21 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 1999-9 CLASS A-21
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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-21 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 29, 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-21 Certificates required to be distributed
to Holders of the Class A-21 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-21 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-21 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-22
[FORM OF FACE OF CLASS A-22 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 1999-9 CLASS A-22
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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-22 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 29, 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-22 Certificates required to be distributed
to Holders of the Class A-22 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-22 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-22 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-23
[FORM OF FACE OF CLASS A-23 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 1999-9 CLASS A-23
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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-23 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 29, 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-23 Certificates required to be distributed
to Holders of the Class A-23 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-23 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-23 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-24
[FORM OF FACE OF CLASS A-24 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 1999-9 CLASS A-24
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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-24 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 29, 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-24 Certificates required to be distributed
to Holders of the Class A-24 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-24 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in April 1999 will be 5.835% per annum. Thereafter, with respect to each
Distribution Date, the pass-through rate will be a per annum rate equal to
0.900% plus LIBOR as determined on the second business day prior to the
beginning of the month preceding the month in which such Distribution Date
occurs, subject to a minimum rate of 0.900% and a maximum rate of 8.500%. 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-24
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-25
[FORM OF FACE OF CLASS A-25 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9 CLASS A-25
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 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 Denomination: $
by 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-25 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 29, 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-25 Certificates required to be distributed
to Holders of the Class A-25 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-25 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in April 1999 will be 10.2792849% per annum. Thereafter, with respect to
each Distribution Date, the pass-through rate will be a per annum rate equal to
(i) 29.3142804% minus (ii) the product of 3.85714194 and LIBOR, as determined on
the second business day prior to the beginning of the month preceding the month
in which such Distribution Date occurs, subject to a minimum rate of 0.000% and
a maximum rate of 29.3142804%. 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-25 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its issue price of
83.37540%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus 4 days of interest at the initial
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming (a) that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated March 22, 1999 with
respect to the offering of the Class A Certificates (except the Class A-PO
Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to price
this Certificate and (b) that the interest rate at which distributions of
interest on this Certificate actually will be made will be determined as though
the pass-through rate on this Certificate applicable to the first Distribution
Date will not change thereafter: (i) the amount of OID as a percentage of the
initial principal balance of this Certificate is approximately 16.73881634%;
(ii) the annual yield to maturity of this Certificate, compounded monthly, is
approximately 12.63%; and (iii) the amount of OID allocable to the short first
accrual period (March 29, 1999 to April 25, 1999) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.01785063%.
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-26
[FORM OF FACE OF CLASS A-26 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9 CLASS A-26
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 Denomination: $
by 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-26 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 29, 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-26 Certificates required to be distributed
to Holders of the Class A-26 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-26 Certificate will
not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, at an issue price of 52.63672% and
a stated redemption price at maturity equal to its initial principal balance,
and is issued with original issue discount ("OID") for federal income tax
purposes. Assuming that this Certificate pays in accordance with projected cash
flows reflecting the prepayment assumption of 275% SPA (as defined in the
Prospectus Supplement dated March 22, 1999 with respect to the offering of the
Class A Certificates (except the Class A-PO Certificates) Class B-1, Class B-2
and Class B-3 Certificates) used to price this Certificate: (i) the amount of
OID as a percentage of the initial principal balance of this Certificate is
approximately 47.36328100%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 5.57%; and (iii) the amount of
OID allocable to the short first accrual period (March 29, 1999 to April 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.21155928%.
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-27
[FORM OF FACE OF CLASS A-27 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 1999-9 CLASS A-27
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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-27 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 29, 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-27 Certificates required to be distributed
to Holders of the Class A-27 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-27 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-27 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-28
[FORM OF FACE OF CLASS A-28 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 1999-9 CLASS A-28
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 Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-28 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 29, 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-28 Certificates required to be distributed
to Holders of the Class A-28 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-28 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-28 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9, 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 Denomination: $
by 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 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class A-PO Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trustee against any liability that may result if the transfer is
not so exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trust Administrator will also require (i)
a representation letter, in the form as described in the Agreement, stating that
the transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (ii) if such transferee is a Plan,
(a) an opinion of counsel acceptable to and in form and substance satisfactory
to the Trust Administrator and the Seller with respect to certain matters and
(b) such other documentation as the Seller or the Master Servicer may require,
as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, at an issue price of 69.50000% and
a stated redemption price at maturity equal to its initial principal balance,
and is issued with original issue discount ("OID") for federal income tax
purposes. Assuming that this Certificate pays in accordance with projected cash
flows reflecting the prepayment assumption of 275% SPA (as defined in the
Prospectus Supplement dated March 22, 1999 with respect to the offering of the
Class A Certificates (except the Class A-PO Certificates) Class B-1, Class B-2
and Class B-3 Certificates) used to price this Certificate: (i) the amount of
OID as a percentage of the initial principal balance of this Certificate is
approximately 30.50000000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 6.76%; and (iii) the amount of
OID allocable to the short first accrual period (March 29, 1999 to April 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.33913742%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9, 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 Denomination: $
by 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 29, 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 A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced Denomination: $
by 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-LR Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and 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-LR Certificate required to be distributed to
the Holder of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9, 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 Denomination: $
by 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 29, 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."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9, 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 Denomination: $
by 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 29, 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 is issued on March 29, 1999, and based on its issue price of
95.31806%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated March 22, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 4.75416667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.17%; and (iii) the
amount of OID allocable to the short first accrual period (March 29, 1999 to
April 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.02362843%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9, 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 Denomination: $
by 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 29, 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 is issued on March 29, 1999, and based on its issue price of
91.03681%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated March 22, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 9.03541667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.81%; and (iii) the
amount of OID allocable to the short first accrual period (March 29, 1999 to
April 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.04358069%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9, 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 Denomination: $
by 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 29, 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 is issued on March 29, 1999, and based on its issue price of
72.34931%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated March 22, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 27.72291667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 11.21%; and (iii) the
amount of OID allocable to the short first accrual period (March 29, 1999 to
April 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.11595753%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9, 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 Denomination: $
by 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 29, 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 is issued on March 29, 1999, and based on its issue price of
57.50556%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated March 22, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 42.56666667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 15.00%; and (iii) the
amount of OID allocable to the short first accrual period (March 29, 1999 to
April 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.15292605%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-9, 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 Denomination: $
by 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 29, 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 is issued on March 29, 1999, and based on its issue price of
24.50556%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated March 22, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 75.56666667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 34.43%; and (iii) the
amount of OID allocable to the short first accrual period (March 29, 1999 to
April 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.13868669%.
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 1999-9 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-9
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 T H A T
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 29, 1999 relating to the issuance of
Mortgage Pass-Through Certificates, Series 1999-9 (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 By: ________________________________
Charlotte, North Carolina, 28288 Name: ______________________________
Title: _____________________________
Address: NORWEST ASSET SECURITIES CORPORATION
7485 New Horizon Way By: ________________________________
Frederick, Maryland 21703 Name: ______________________________
Title: _____________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By: ________________________________
Name: ______________________________
Title: _____________________________
Address: [CUSTODIAN]
By: ________________________________
Name: ______________________________
Title: _____________________________
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
---------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
---------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for the
State of ____________, personally appeared __________ _________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
---------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and for the
State of __________, personally appeared __________ __________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
---------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage]
NASCOR
NMI / 1999-09 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>
</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>
NO DES MOINES LOANS
COUNT:
WAC:
WAM:
WALTV:
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1999-09 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>
4707361 CABOT AR 72023 SFD 7.000 6.500 $2,454.97 360 1-Feb-29 $368,697.53
4764040 DRYDEN MI 48428 LCO 7.250 6.500 $1,978.32 360 1-Mar-29 $290,000.00
4766924 MOUNT SINAI NY 11766 SFD 7.125 6.500 $1,684.30 360 1-Mar-29 $250,000.00
4786881 BLUFFTON SC 29910 SFD 7.125 6.500 $3,368.60 360 1-Mar-29 $500,000.00
4800560 SALEM OR 97306 SFD 7.625 6.500 $2,831.18 360 1-Jul-28 $397,631.74
4802462 CARMEL IN 46033 SFD 7.000 6.500 $4,324.47 360 1-Feb-29 $649,467.20
4809809 EAST RARITAN TOWNSHIP NJ 08822 SFD 7.375 6.500 $2,071.69 360 1-Sep-28 $298,559.31
4826864 LAS FLORES CA 92688 SFD 7.500 6.500 $1,765.52 360 1-Nov-28 $251,743.37
4828910 CHESTER NY 10918 SFD 7.750 6.500 $1,259.45 360 1-Mar-29 $175,800.00
4829344 WEST NYACK NY 10994 SFD 7.500 6.500 $1,852.92 360 1-Dec-28 $264,406.30
4829736 LONG BEACH CA 90803 MF2 7.500 6.500 $1,640.36 360 1-Jul-28 $233,176.28
4843140 ENCINITAS CA 92024 SFD 7.500 6.500 $2,622.05 360 1-Aug-28 $373,014.99
4848521 RANDOLPH NJ 07869 SFD 6.750 6.483 $1,452.86 360 1-Nov-28 $223,222.03
4855239 MOUNT SINAI NY 11766 SFD 7.375 6.500 $1,726.69 360 1-Dec-28 $249,425.79
4859535 EAST WILLISTON NY 11596 SFD 7.250 6.500 $1,869.16 360 1-Nov-28 $273,137.25
4863428 SUWANEE GA 30024 SFD 7.125 6.500 $2,602.24 360 1-Aug-28 $384,048.93
4865231 WAINSCOTT NY 11975 SFD 7.250 6.500 $2,169.33 360 1-Jul-28 $315,972.83
4875939 INDIANAPOLIS IN 46236 SFD 7.125 6.500 $2,654.45 360 1-Nov-28 $392,728.43
4883780 LOS ANGELES CA 90049 SFD 7.250 6.500 $2,558.17 360 1-Feb-29 $374,707.46
4886444 CHULA VISTA CA 91910 SFD 7.375 6.500 $1,679.72 360 1-Oct-28 $242,162.68
4888977 COTO DE CAZA CA 92679 SFD 7.375 6.500 $4,157.87 360 1-Mar-29 $602,000.00
4891126 CARMEL IN 46032 SFD 7.125 6.500 $1,832.52 360 1-Nov-28 $271,122.13
4891129 KETTERING OH 45420 SFD 7.125 6.500 $1,704.51 360 1-Dec-28 $252,389.42
4892493 JERICHO NY 11753 SFD 6.875 6.500 $1,642.33 360 1-Feb-29 $249,789.96
4893482 TOWNSHIP OF WEST MILFORD NJ 07480 SFD 7.125 6.500 $2,048.11 360 1-Nov-28 $303,018.86
4893907 CUPERTINO CA 95014 SFD 7.250 6.500 $4,768.42 360 1-Mar-29 $699,000.00
4894062 STUART FL 34996 SFD 6.750 6.483 $2,594.40 360 1-Mar-29 $400,000.00
4894992 LARCHMONT NY 10538 SFD 7.125 6.500 $3,132.80 360 1-Mar-29 $465,000.00
4896163 GLENVIEW IL 60025 SFD 7.000 6.500 $2,062.44 360 1-Dec-28 $309,233.22
4898577 SANTA CLARA CA 95050 SFD 7.250 6.500 $1,841.88 360 1-Mar-29 $270,000.00
4901090 COLORADO SPRINGS CO 80919 SFD 6.750 6.483 $1,833.92 360 1-Jan-29 $282,261.73
4901679 MOUNTAIN VIEW CA 94043 SFD 7.125 6.500 $2,263.70 360 1-Mar-29 $336,000.00
4903029 PEMBROKE NC 28372 SFD 6.750 6.483 $2,167.04 240 1-Mar-19 $285,000.00
4903632 WINCHESTER MA 01890 LCO 7.250 6.500 $1,957.85 360 1-Mar-29 $287,000.00
4904306 HUNTINGTON BEACH CA 92649 SFD 7.000 6.500 $3,093.66 360 1-Feb-29 $464,618.84
4904580 INDIANAPOLIS IN 46220 SFD 7.125 6.500 $1,994.21 360 1-Dec-28 $295,285.64
4905334 SAN JOSE CA 95129 SFD 7.000 6.500 $2,255.38 360 1-Mar-29 $339,000.00
4906676 SAN CARLOS CA 94070 SFD 7.375 6.500 $3,114.95 360 1-Feb-29 $450,656.82
4907826 BEVERLY HILLS CA 90211 SFD 7.500 6.500 $2,181.55 360 1-Feb-29 $311,768.45
4908986 FRESNO CA 93711 SFD 7.000 6.500 $2,703.79 360 1-Dec-28 $405,394.79
4909086 PALO ALTO CA 94301 SFD 7.125 6.500 $3,186.69 360 1-Mar-29 $473,000.00
4909849 SOUTH BRUNSWICK NJ 08852 SFD 7.125 6.500 $1,832.51 360 1-Feb-29 $271,782.49
4910449 SAN MATEO CA 94403 SFD 7.625 6.500 $2,947.97 360 1-Mar-29 $416,500.00
4911563 YORKTOWN NY 10598 SFD 7.375 6.500 $2,154.51 240 1-Mar-19 $270,000.00
4911619 CUPERTINO CA 95014 SFD 7.250 6.500 $2,114.75 360 1-Mar-29 $310,000.00
4912130 PALO ALTO CA 94303 SFD 7.375 6.500 $1,975.34 360 1-Mar-29 $286,000.00
4913325 MERCER ISLAND WA 98040 SFD 6.875 6.500 $3,416.03 360 1-Sep-28 $517,340.99
4913354 SAN DIEGO CA 92109 LCO 7.375 6.500 $2,486.44 360 1-Mar-29 $360,000.00
4914146 EAST HAMPTON NY 11937 SFD 7.500 6.500 $2,265.46 360 1-Mar-29 $324,000.00
4914300 CHAPPAQUA NY 10514 SFD 7.000 6.500 $2,341.87 360 1-Mar-29 $352,000.00
4914421 ORCHARD LAKE MI 48324 SFD 7.250 6.500 $2,626.38 360 1-Mar-29 $385,000.00
4915359 RIVERSIDE CT 06878 SFD 6.875 6.500 $3,284.65 360 1-Mar-29 $500,000.00
4915413 ROSEMEAD CA 91770 SFD 6.750 6.483 $794.54 360 1-Feb-29 $122,394.52
4915700 FT. THOMAS KY 41075 SFD 6.875 6.500 $4,611.64 360 1-Dec-28 $700,220.53
4917176 LOS ANGELES CA 90025 SFD 6.625 6.358 $1,856.91 360 1-Feb-29 $289,744.13
4919328 CENTERVILLE OH 45459 SFD 7.750 6.500 $2,349.83 360 1-Feb-29 $327,768.51
4920335 GLENDALE CA 91206 SFD 7.375 6.500 $2,479.52 360 1-Nov-28 $357,897.23
4920407 ROCKVILLE CENTRE NY 11570 SFD 7.125 6.500 $3,705.46 360 1-Mar-29 $550,000.00
4921134 BROOKLYN NY 11229 SFD 7.375 6.500 $973.86 360 1-Mar-29 $141,000.00
4922161 LOWELL AR 72745 SFD 7.500 6.500 $2,097.65 360 1-Apr-28 $297,472.86
4925109 LOS GATOS CA 95033 SFD 7.375 6.500 $1,944.95 360 1-Feb-29 $281,385.72
4925172 NEW LONDON PA 19350 SFD 8.250 6.500 $2,613.29 360 1-Mar-29 $347,850.00
4926683 BRIGHTON MI 48114 SFD 7.500 6.500 $1,071.90 360 1-Feb-29 $153,186.23
4928147 SPARTA NJ 07871 SFD 7.500 6.500 $3,216.39 360 1-Mar-29 $460,000.00
4928805 WOODBURY NY 11797 SFD 6.625 6.358 $3,841.87 360 1-Feb-29 $599,470.63
4929558 RANDOLPH NJ 07869 SFD 6.375 6.108 $1,715.64 360 1-Feb-29 $274,745.30
4930425 LAS VEGAS NV 89113 SFD 7.250 6.500 $1,827.89 360 1-Dec-28 $267,319.13
4930572 WELLESLEY MA 02481 SFD 7.375 6.500 $2,762.71 360 1-Feb-29 $399,695.63
4930685 DARNESTOWN MD 20874 SFD 7.125 6.500 $2,331.07 360 1-Dec-28 $345,164.97
4930803 STATEN ISLAND NY 10304 SFD 7.375 6.500 $1,906.27 360 1-Mar-29 $276,000.00
4931806 BROOKLYN NY 11217 SFD 7.375 6.500 $2,315.49 360 1-Mar-29 $335,250.00
4932285 SEATTLE WA 98116 SFD 7.250 6.500 $2,174.44 360 1-Jan-29 $318,251.18
4932477 MILPITAS CA 95035 SFD 7.000 6.500 $1,995.91 360 1-Feb-29 $299,754.09
4933397 ST. AUGUSTINE FL 32086 SFD 7.375 6.500 $2,569.32 360 1-Jan-29 $371,432.12
4934649 QUOGUE NY 11959 SFD 7.125 6.500 $1,953.78 360 1-Feb-29 $289,768.09
4935029 FLINT MI 48506 SFD 7.500 6.500 $472.67 360 1-Mar-29 $67,600.00
4935125 ANNANDALE VA 22003 SFD 6.625 6.358 $1,685.30 360 1-Mar-29 $263,200.00
4936087 PLAINVIEW NY 11803 SFD 7.125 6.500 $2,593.82 360 1-Jan-29 $384,382.41
4936280 SUNNYVALE CA 94087 SFD 6.875 6.500 $2,627.72 360 1-Mar-29 $400,000.00
4936330 SAN JOSE CA 95120 SFD 7.250 6.500 $2,039.71 360 1-Feb-29 $298,766.75
4937134 SANDY HOOK CT 06482 SFD 6.250 5.983 $1,783.12 360 1-Jan-29 $289,049.00
4937143 JACKSONVILLE FL 32257 SFD 7.000 6.500 $2,082.40 360 1-Jan-29 $312,485.37
4937254 SAN JOSE CA 95124 SFD 6.875 6.500 $2,233.56 360 1-Mar-29 $340,000.00
4937401 MERRICK NY 11566 SFD 7.375 6.500 $2,037.50 360 1-Feb-29 $294,775.52
4937800 ANNAPOLIS MD 21403 SFD 6.625 6.358 $1,844.10 360 1-Feb-29 $287,745.90
4937829 SAN FRANCISCO CA 94112 SFD 7.500 6.500 $1,328.51 360 1-Dec-28 $189,574.32
4937924 ANNAPOLIS MD 21401 SFD 6.750 6.483 $2,594.40 360 1-Oct-28 $398,258.52
4938132 IRVINE CA 92620 SFD 7.000 6.500 $1,785.34 360 1-Jan-29 $267,908.79
4938433 HERNDON VA 20170 SFD 7.250 6.500 $2,005.60 360 1-Jan-29 $293,539.92
4938637 DANVILLE CA 94526 SFD 7.375 6.500 $1,754.32 360 1-Feb-29 $253,806.72
4938743 EAST NORTHPORT NY 11731 SFD 7.375 6.500 $1,787.12 360 1-Feb-29 $258,553.11
4938996 NEW YORK NY 10025 HCO 6.875 6.500 $1,731.01 360 1-Mar-29 $263,500.00
4939156 SEABROOK TX 77586 SFD 6.750 6.483 $2,513.32 360 1-Nov-28 $386,154.18
4940396 PAGOSA SPRINGS CO 81147 SFD 7.500 6.500 $3,303.79 360 1-Mar-29 $472,500.00
4940400 INDIANAPOLIS IN 46236 SFD 7.250 6.500 $2,182.97 360 1-Jan-29 $318,682.20
4940575 PARAMUS NJ 07652 SFD 6.375 6.108 $2,480.51 360 1-Feb-29 $397,231.74
4940630 BROOKLYN NY 11231 MF2 7.375 6.500 $2,817.96 360 1-Mar-29 $408,000.00
4940786 SAN RAFAEL CA 94903 SFD 7.125 6.500 $2,581.69 360 1-Mar-29 $383,200.00
4940800 TALLAHASSEE FL 32312 SFD 7.250 6.500 $3,406.79 360 1-Feb-29 $499,010.42
4941323 ASSONET MA 02702 SFD 7.125 6.500 $1,852.73 360 1-Jan-29 $274,558.86
4941920 IRVINE CA 92620 SFD 7.000 6.500 $1,832.91 360 1-Jan-29 $275,047.04
4941983 WINTER PARK FL 32789 SFD 7.250 6.500 $1,906.35 360 1-Feb-29 $279,231.99
4942218 WAYNE NJ 07470 LCO 7.250 6.500 $920.94 360 1-Mar-29 $135,000.00
4942426 EVERETT WA 98203 SFD 7.000 6.500 $3,459.57 360 1-Feb-29 $519,573.77
4942465 REHOBOTH BEACH DE 19971 LCO 7.125 6.500 $2,526.45 360 1-Mar-29 $375,000.00
4942476 LA CONNER WA 98257 SFD 7.000 6.500 $2,246.07 360 1-Jan-29 $337,044.92
4942629 FERNANDIA BEACH FL 32034 SFD 7.250 6.500 $1,727.28 360 1-Jan-29 $252,803.75
4942742 PHOENIX AZ 85048 SFD 7.500 6.500 $1,863.41 360 1-Jan-29 $266,103.19
4942743 COEUR D'ALENE ID 83814 SFD 7.375 6.500 $2,442.50 354 1-Apr-28 $350,586.90
4942826 KEY WEST FL 33040 SFD 7.375 6.500 $2,219.90 360 1-Feb-29 $321,165.43
4943271 WEATHERBY LAKE MO 64152 SFD 7.125 6.500 $1,852.73 360 1-Feb-29 $274,780.09
4943278 MENLO PARK CA 94025 SFD 7.375 6.500 $3,626.05 360 1-Mar-29 $525,000.00
4943388 SUNNYVALE CA 94086 SFD 7.250 6.500 $1,937.39 360 1-Mar-29 $284,000.00
4943403 SAN CLEMENTE CA 92673 SFD 6.875 6.500 $1,964.55 360 1-Jan-29 $298,546.08
4943414 ARLINGTON VA 22201 PUD 7.125 6.500 $2,508.57 360 1-Mar-29 $372,346.00
4943618 SPRING PARK MN 55384 LCO 7.250 6.500 $2,201.39 360 1-Mar-29 $322,700.00
4943820 HAYS KS 67601 SFD 7.125 6.500 $2,867.35 360 1-Mar-29 $425,600.00
4944600 HOUSTON TX 77057 SFD 6.875 6.500 $1,868.97 360 1-Feb-29 $284,260.98
4944627 WEST BLOOMFIELD MI 48324 SFD 7.500 6.500 $4,160.33 360 1-Jan-29 $594,114.08
4944831 NOVATO CA 94945 SFD 7.000 6.500 $2,228.76 360 1-Feb-29 $332,496.65
4944873 PLANO TX 75024 SFD 6.875 6.500 $2,279.55 360 1-Jan-29 $346,415.28
4944881 CASTLE ROCK CO 80104 SFD 6.250 5.983 $3,335.04 360 1-Feb-29 $541,071.09
4944991 NEW CANAAN CT 06840 SFD 7.250 6.500 $3,833.83 360 1-Feb-29 $561,561.59
4945329 DOVE CANYON CA 92679 SFD 6.875 6.500 $1,958.97 360 1-Feb-29 $297,949.47
4945450 LOS ALTOS CA 94024 SFD 7.250 6.500 $2,484.76 360 1-Mar-29 $364,240.00
4945464 MOUNTAIN VIEW CA 94041 SFD 7.375 6.500 $2,403.55 360 1-Feb-29 $347,735.20
4945618 LOS ANGELES CA 90046 SFD 7.375 6.500 $3,591.51 360 1-Dec-28 $518,805.66
4945637 BEVERLY SHORES IN 46301 SFD 7.000 6.500 $2,654.56 360 1-Feb-29 $398,672.94
4945764 ALAMEDA CA 94502 SFD 7.250 6.500 $2,614.10 360 1-Dec-28 $382,297.77
4945819 TENAFLY NJ 07670 SFD 6.625 6.358 $3,841.87 360 1-Mar-29 $600,000.00
4945917 MUTTONTOWN NY 11753 SFD 7.125 6.500 $4,042.32 360 1-Mar-29 $600,000.00
4946243 MADISON NJ 07940 SFD 7.250 6.500 $2,728.71 360 1-Feb-29 $399,687.96
4946532 TULSA OK 74136 SFD 6.750 6.483 $4,215.89 360 1-Feb-29 $649,440.36
4946600 SEWELL NJ 08080 SFD 7.000 6.500 $532.25 360 1-Mar-29 $80,000.00
4946724 DRIPPING SPRINGS TX 78620 SFD 7.000 6.500 $1,712.49 360 1-Jan-29 $256,976.79
4947003 LADUE MO 63124 SFD 7.000 6.500 $3,326.51 360 1-Feb-29 $499,590.16
4947097 CARDIFF CA 92007 SFD 7.375 6.500 $3,626.05 360 1-Feb-29 $524,600.51
4947112 CONCORD MA 01742 LCO 7.375 6.500 $1,819.93 360 1-Mar-29 $263,500.00
4947292 CORONA DEL MAR CA 92625 LCO 7.500 6.500 $2,324.89 360 1-Feb-29 $332,253.24
4947388 WEST PORT CT 06880 SFD 7.000 6.500 $3,625.90 360 1-Feb-29 $544,553.27
4947451 POWAY CA 92064 SFD 6.875 6.500 $2,537.06 360 1-Feb-29 $385,875.55
4947510 RIDGEFIELD CT 06877 SFD 7.375 6.500 $345.34 360 1-Feb-29 $49,961.96
4947580 COS COB CT 06807 SFD 7.000 6.500 $3,399.70 360 1-Mar-29 $511,000.00
4947653 SHERMAN OAKS CA 91403 SFD 7.500 6.500 $1,978.78 360 1-Feb-29 $282,789.97
4947851 WALNUT CREEK CA 94598 SFD 7.500 6.500 $1,948.72 360 1-Feb-29 $278,493.16
4947868 SIMSBURY CT 06070 SFD 6.500 6.233 $1,896.21 360 1-Mar-29 $300,000.00
4947870 MILL VALLEY CA 94941 LCO 7.375 6.500 $2,396.65 360 1-Feb-29 $346,735.95
4947971 DANVILLE CA 94526 SFD 7.500 6.500 $2,789.87 360 1-Feb-29 $398,703.88
4948012 INDIANAPOLIS IN 46205 SFD 7.250 6.500 $3,022.05 360 1-Mar-29 $443,000.00
4948057 TOPEKA KS 66617 SFD 6.750 6.483 $2,075.52 360 1-Feb-29 $319,724.48
4948090 CLIFTON VA 20124 SFD 6.625 6.358 $3,061.33 360 1-Feb-29 $477,178.18
4948175 SAN JOSE CA 95124 SFD 7.125 6.500 $1,933.57 360 1-Feb-29 $286,770.49
4948211 SAN JOSE CA 95123 SFD 7.375 6.500 $2,023.68 360 1-Mar-29 $293,000.00
4948305 OYSTER BAY NY 11771 SFD 7.625 6.500 $1,274.03 360 1-Mar-29 $180,000.00
4948346 LOS ALTOS HILLS CA 94022 SFD 6.875 6.500 $2,627.72 360 1-Feb-29 $399,663.95
4948359 SOUTH PASADENA CA 91030 SFD 7.750 6.500 $6,845.32 360 1-Feb-29 $954,825.62
4948557 BASALT CO 81621 SFD 7.000 6.500 $4,324.47 360 1-Mar-29 $650,000.00
4948609 SAN FRANCISCO CA 94105 LCO 7.375 6.500 $2,486.44 360 1-Feb-29 $359,726.06
4948664 MANHATTAN BEACH CA 90266 SFD 6.875 6.500 $3,645.96 360 1-Mar-29 $555,000.00
4948666 CARNELIAN BAY CA 96140 SFD 7.500 6.500 $5,244.11 360 1-Feb-29 $749,443.39
4948676 LAFAYETTE CA 94549 SFD 7.000 6.500 $2,627.95 360 1-Mar-29 $395,000.00
4948812 ANCHORAGE AK 99516 SFD 7.500 6.500 $3,052.07 360 1-Jan-29 $435,850.09
4948903 FAYETTEVILLE AR 72703 SFD 7.500 6.500 $3,258.34 360 1-Feb-29 $465,654.16
4949069 RIDGEFIELD CT 06877 SFD 7.125 6.500 $2,041.37 360 1-Feb-29 $302,757.70
4949080 BRIDGEHAMPTON NY 11932 SFD 7.000 6.500 $2,395.09 360 1-Mar-29 $360,000.00
4949081 SYOSSET NY 11791 SFD 7.125 6.500 $2,209.80 360 1-Mar-29 $328,000.00
4949110 LEWIS CENTER OH 43035 SFD 7.250 6.500 $1,791.74 360 1-Feb-29 $262,445.11
4949176 READINGTON NJ 08870 SFD 7.125 6.500 $2,475.92 360 1-Mar-29 $367,500.00
4949271 DENVER CO 80209 SFD 7.125 6.500 $2,372.50 360 1-Feb-29 $351,867.38
4949313 CENTEREVILLE VA 20120 SFD 7.000 6.500 $1,783.02 360 1-Feb-29 $267,780.31
4949344 REDONDO BEACH CA 90278 LCO 7.250 6.500 $2,182.28 360 1-Feb-29 $319,650.44
4949483 MAHOPAC NY 10541 SFD 7.125 6.500 $1,010.58 360 1-Mar-29 $150,000.00
4949672 SAN JOSE CA 95123 SFD 7.375 6.500 $2,666.01 360 1-Feb-29 $385,706.28
4949725 STONY POINT NY 10980 SFD 7.500 6.500 $1,048.83 360 1-Feb-29 $149,888.67
4949884 SIMI VALLEY CA 93063 SFD 7.250 6.500 $1,691.80 360 1-Mar-29 $248,000.00
4949893 MONTARA CA 94037 SFD 7.125 6.500 $2,492.76 360 1-Mar-29 $370,000.00
4949921 MOUNT KISCO NY 10549 SFD 6.875 6.500 $2,943.05 360 1-Feb-29 $447,623.62
4950000 NEW YORK NY 10014 COP 7.625 6.500 $3,008.13 360 1-Feb-29 $424,692.39
4950011 CROSSVILLE TN 38555 SFD 7.125 6.500 $2,102.00 360 1-Feb-29 $311,750.50
4950127 LEXINGTON MA 02421 SFD 7.500 6.500 $2,447.25 360 1-Mar-29 $350,000.00
4950142 SOUTHBORO MA 01772 SFD 6.625 6.358 $2,108.26 240 1-Feb-19 $279,437.57
4950166 HUNTINGTON BEACH CA 92649 SFD 7.250 6.500 $2,421.73 360 1-Feb-29 $354,723.07
4950174 UPPER MARLBORO MD 20772 SFD 7.125 6.500 $1,907.98 360 1-Mar-29 $283,200.00
4950183 WILSONVILLE OR 97070 SFD 7.500 6.500 $2,126.49 354 1-May-28 $301,803.97
4950195 AGUA DULCE CA 91350 SFD 7.375 6.500 $2,123.00 240 1-Mar-19 $266,050.00
4950227 NORTHPORT NY 11768 SFD 7.375 6.500 $3,228.91 360 1-Mar-29 $467,500.00
4950228 ALAMO CA 94507 SFD 6.875 6.500 $2,956.18 360 1-Feb-29 $449,621.95
4950232 LOS ANGELES CA 90024 SFD 7.000 6.500 $2,920.68 360 1-Feb-29 $438,640.15
4950270 SARATOGA CA 95070 SFD 6.875 6.500 $1,885.39 360 1-Mar-29 $287,000.00
4950286 REDONDO BEACH CA 90278 LCO 6.875 6.500 $1,710.65 360 1-Feb-29 $260,181.23
4950463 ISLAMORADA FL 33036 SFD 7.250 6.500 $2,217.07 360 1-Feb-29 $324,746.47
4950511 THORNWOOD NY 10594 SFD 7.250 6.500 $1,998.78 360 1-Mar-29 $293,000.00
4950679 FREMONT CA 94539 SFD 7.000 6.500 $3,585.99 360 1-Feb-29 $538,558.18
4950709 EL CAJON CA 92019 SFD 7.250 6.500 $1,841.88 360 1-Jan-29 $269,577.47
4950835 LAS VEGAS NV 89118 SFD 7.125 6.500 $2,061.58 360 1-Feb-29 $305,755.30
4950861 FRANKLIN TOWNSHIP NJ 08873 SFD 6.750 6.483 $1,785.60 360 1-Jan-29 $274,824.59
4950995 DALLAS TX 75209 PUD 6.875 6.500 $1,977.36 360 1-Feb-29 $300,747.12
4951005 MILL NECK NY 11765 SFD 7.500 6.500 $2,055.70 360 1-Mar-29 $294,000.00
4951008 MILL VALLEY CA 94941 SFD 7.125 6.500 $3,382.07 360 1-Feb-29 $501,598.56
4951044 OSSINING NY 10562 SFD 7.375 6.500 $1,914.56 360 1-Mar-29 $277,200.00
4951201 PHOENIX AZ 85048 SFD 6.875 6.500 $1,807.87 360 1-Feb-29 $274,968.80
4951306 DESTIN FL 32541 SFD 7.750 6.500 $2,937.30 360 1-Mar-29 $409,091.51
4951368 ISSAQUAH WA 98027 SFD 7.250 6.500 $2,142.03 360 1-Feb-29 $313,755.06
4951568 SAN MATEO CA 94402 SFD 7.375 6.500 $3,315.25 360 1-Feb-29 $479,634.75
4951608 BRENTWOOD CA 94513 SFD 7.125 6.500 $2,021.16 360 1-Mar-29 $300,000.00
4951611 BETHESDA MD 20814 SFD 7.500 6.500 $2,359.85 360 1-Jan-29 $336,997.48
4951626 TAMPA FL 33606 SFD 7.750 6.500 $1,891.33 360 1-Mar-29 $264,000.00
4951639 GILROY CA 95020 SFD 7.500 6.500 $2,293.43 360 1-Mar-29 $328,000.00
4951655 SAN MATEO CA 94402 SFD 7.250 6.500 $2,387.62 360 1-Feb-29 $349,726.96
4951731 SAN JOSE CA 95129 SFD 6.875 6.500 $2,522.61 360 1-Mar-29 $384,000.00
4951779 SNOHOMISH WA 98280 SFD 6.875 6.500 $1,839.41 360 1-Jan-29 $279,528.17
4951801 NEWPORT BEACH CA 92663 SFD 7.125 6.500 $3,233.85 360 1-Mar-29 $480,000.00
4951809 SAN JOSE CA 95135 SFD 7.250 6.500 $2,481.76 360 1-Feb-29 $363,516.20
4952259 LOS ALTOS HILLS CA 94022 SFD 7.125 6.500 $5,329.12 360 1-Mar-29 $791,000.00
4952351 SAN FRANCISCO CA 94127 SFD 7.375 6.500 $1,913.17 360 1-Mar-29 $277,000.00
4952457 SOMERVILLE NJ 08876 SFD 7.000 6.500 $1,756.40 360 1-Feb-29 $263,783.60
4952717 RANCHO SANTA FE CA 92067 SFD 7.125 6.500 $4,379.18 360 1-Feb-29 $649,480.20
4952820 LOS ANGELES CA 90025 SFD 7.000 6.500 $3,466.23 360 1-Mar-29 $521,000.00
4952853 SAN MATEO CA 94403 SFD 7.125 6.500 $2,640.98 360 1-Mar-29 $392,000.00
4952922 LOS ANGELES CA 91604 SFD 7.000 6.500 $2,485.58 360 1-Jan-29 $372,985.72
4953008 NEW YORK NY 10128 COP 6.500 6.233 $3,792.41 360 1-Mar-29 $600,000.00
4953034 VIRGINIA BEACH VA 23454 SFD 7.250 6.500 $2,899.25 360 1-Mar-29 $425,000.00
4953063 LOS GATOS CA 95033 SFD 6.500 6.233 $2,370.26 360 1-Mar-29 $375,000.00
4953372 LONG BEACH NJ 08008 SFD 7.375 6.500 $2,914.58 240 1-Mar-19 $365,250.00
4953817 TOPSFIELD MA 01983 SFD 6.375 6.108 $2,969.62 360 1-Feb-29 $475,559.13
4953822 SAN ANTONIO TX 78248 SFD 7.000 6.500 $2,552.11 360 1-Mar-29 $383,600.00
4953871 SAN FRANCISCO CA 94116 SFD 6.750 6.483 $2,951.13 360 1-Feb-29 $454,608.25
4954090 DIX HILLS NY 11746 SFD 7.125 6.500 $2,231.36 360 1-Mar-29 $331,200.00
4954167 BOSTON MA 02118 LCO 7.250 6.500 $2,619.56 360 1-Mar-29 $384,000.00
4954193 ALEXANDRIA VA 22307 SFD 7.000 6.500 $3,316.54 360 1-Dec-28 $497,266.97
4954377 HILTON HEAD ISLAND SC 29926 SFD 7.000 6.500 $1,871.17 360 1-Mar-29 $281,250.00
4954432 LIVERMORE CA 94550 SFD 7.500 6.500 $2,114.43 360 1-Feb-29 $302,175.57
4954459 REDWOOD CITY CA 94061 SFD 7.500 6.500 $1,852.92 360 1-Mar-29 $265,000.00
4954684 SHERMAN OAKS CA 91423 SFD 7.250 6.500 $4,774.56 360 1-Mar-29 $699,900.00
4954775 MOUNTAIN VIEW CA 94043 SFD 7.125 6.500 $2,392.38 360 1-Mar-29 $355,100.00
4954780 WASHINGTON CT 06794 SFD 7.375 6.500 $2,990.62 360 1-Feb-29 $432,670.53
4954950 TALLAHASSEE FL 32312 SFD 7.250 6.500 $2,524.06 360 1-Jan-29 $369,420.97
4954985 SAN RAMON CA 94583 SFD 7.375 6.500 $2,486.44 360 1-Feb-29 $359,726.06
4954994 HINGHAM MA 02043 SFD 6.625 6.358 $2,401.17 360 1-Mar-29 $375,000.00
4955015 TEMECULA CA 92592 SFD 6.500 6.233 $2,477.71 360 1-Mar-29 $392,000.00
4955016 BROOKLINE MA 02467 SFD 7.250 6.500 $2,387.62 360 1-Mar-29 $350,000.00
4955088 PARKLAND FL 33067 SFD 7.375 6.500 $2,536.16 360 1-Mar-29 $367,200.00
4955137 TARRYTOWN NY 10591 SFD 7.375 6.500 $2,453.28 360 1-Mar-29 $355,200.00
4955211 PALO ALTO CA 94301 SFD 7.375 6.500 $2,009.87 360 1-Feb-29 $290,778.57
4955248 MENLO PARK CA 94025 SFD 7.250 6.500 $6,753.55 360 1-Feb-29 $989,227.70
4955300 SAN RAMON CA 94583 SFD 7.125 6.500 $2,021.16 360 1-Feb-29 $299,760.09
4955305 OAKLAND CA 94611 SFD 7.500 6.500 $2,742.32 360 1-Feb-29 $391,908.93
4955364 MENLO PARK CA 94025 SFD 7.250 6.500 $2,810.57 360 1-Feb-29 $411,678.60
4955384 SAN JOSE CA 95138 SFD 6.500 6.233 $3,087.66 360 1-Feb-29 $488,058.38
4955387 THOUSAND OAKS CA 91362 SFD 7.250 6.500 $1,974.91 360 1-Feb-29 $289,274.15
4955547 LOS GATOS CA 95033 SFD 7.375 6.500 $2,486.44 360 1-Feb-29 $359,726.06
4955599 PALO ALTO CA 94306 SFD 7.125 6.500 $1,684.30 360 1-Mar-29 $250,000.00
4955617 SAN JOSE CA 95135 SFD 7.250 6.500 $2,012.43 360 1-Mar-29 $295,000.00
4955691 PLEASANTON CA 94566 SFD 7.000 6.500 $2,281.99 360 1-Mar-29 $343,000.00
4955692 SPRINGFIELD VA 22153 SFD 6.750 6.483 $2,059.95 360 1-Mar-29 $317,600.00
4955698 SPRINGFIELD VA 22152 SFD 7.125 6.500 $2,061.58 360 1-Mar-29 $306,000.00
4955780 MALIBU CA 90265 SFD 7.250 6.500 $4,434.15 360 1-Jan-29 $648,982.80
4955791 DEL MAR CA 92014 SFD 7.375 6.500 $4,489.39 360 1-Jan-29 $649,007.76
4955803 NORTH HILLS CA 91343 SFD 6.750 6.483 $882.09 360 1-Jan-29 $135,765.16
4955805 EUGENE OR 97405 SFD 6.750 6.483 $2,312.26 360 1-Dec-28 $355,573.96
4955818 SAN JOSE CA 95117 SFD 7.250 6.500 $2,077.91 360 1-Feb-29 $304,362.38
4955821 PASADENA CA 91104 SFD 7.000 6.500 $997.95 360 1-Jan-29 $149,753.38
4955857 SHERMAN OAKS AREA CA 91403 SFD 7.250 6.500 $2,772.36 360 1-Jan-29 $405,764.03
4955879 SAN FRANCISCO CA 94114 SFD 6.750 6.483 $2,200.04 360 1-Jan-29 $338,614.28
4955901 MARYSVILLE OH 43040 SFD 7.250 6.500 $485.71 360 1-Jan-29 $71,088.58
4955927 CORONA DEL MAR CA 92625 SFD 7.000 6.500 $4,039.72 360 1-Jan-29 $606,201.66
4955940 SAN CARLOS CA 94070 SFD 7.375 6.500 $4,482.49 360 1-Feb-29 $648,506.16
4955950 HOFFMAN ESTATES IL 60192 SFD 7.250 6.500 $2,076.20 360 1-Jan-29 $303,592.07
4955971 OVERLAND KS 66221 SFD 7.125 6.500 $2,694.87 360 1-Feb-29 $399,680.13
4955975 TEMPLE CITY CA 91780 SFD 7.375 6.500 $2,196.35 360 1-Dec-28 $317,269.60
4955993 SANTA CRUZ CA 95060 SFD 7.000 6.500 $2,874.11 360 1-Jan-29 $431,289.71
4955997 PASCAGOULA MS 39567 SFD 7.750 6.500 $1,869.84 360 1-Dec-28 $260,443.78
4955998 OKLAHOMA CITY OK 73151 SFD 7.125 6.500 $1,886.42 360 1-Feb-29 $279,776.08
4956001 SANTA ROSA CA 95409 SFD 7.500 6.500 $1,772.51 360 1-Jan-29 $253,122.56
4956003 SAINT PETERSBURG FL 33712 SFD 7.125 6.500 $747.83 360 1-Mar-29 $111,000.00
4956083 PALO ALTO CA 94306 SFD 7.250 6.500 $3,765.62 360 1-Feb-29 $551,569.38
4956091 PRESCOTT AZ 86303 SFD 7.250 6.500 $1,889.63 360 1-Feb-29 $276,783.92
4956117 MENLO PARK CA 94025 SFD 7.125 6.500 $2,694.87 360 1-Feb-29 $399,680.13
4956152 SOUTHBURY CT 06488 SFD 6.750 6.483 $2,430.95 360 1-Mar-29 $374,800.00
4956168 SAN RAMON CA 94583 SFD 6.750 6.483 $2,218.21 360 1-Mar-29 $342,000.00
4956204 PLANO TX 75093 SFD 6.875 6.500 $1,970.79 360 1-Mar-29 $300,000.00
4956254 ELMHURST NY 11373 MF2 7.250 6.500 $2,278.47 360 1-Mar-29 $334,000.00
4956311 PARK CITY UT 84060 SFD 7.125 6.500 $3,146.27 360 1-Feb-29 $466,626.54
4956352 REDWOOD CITY CA 94062 SFD 6.500 6.233 $2,338.66 360 1-Mar-29 $370,000.00
4956405 CUPERTINO CA 95014 SFD 7.125 6.500 $2,526.45 360 1-Feb-29 $374,700.11
4956431 DAYTONA BEACH FL 32124 SFD 7.250 6.500 $3,410.89 360 1-Feb-29 $499,609.95
4956449 RALEIGH NC 27613 SFD 7.000 6.500 $1,064.49 360 1-Mar-29 $160,000.00
4956551 MOUNTAIN VIEW CA 94043 LCO 7.375 6.500 $1,802.67 360 1-Feb-29 $260,801.39
4956560 RANCHO PALOS VERDES CA 90275 SFD 6.750 6.483 $2,003.52 360 1-Feb-29 $308,634.04
4956576 VALLEY VILLAGE CA 91607 SFD 7.625 6.500 $2,250.79 360 1-Feb-29 $317,769.84
4956577 DANVILLE CA 94526 SFD 7.250 6.500 $1,811.87 360 1-Feb-29 $265,392.80
4956610 DALLAS TX 75230 SFD 7.000 6.500 $2,778.31 360 1-Feb-29 $417,257.69
4956617 MORAGA CA 94556 SFD 7.250 6.500 $4,296.69 360 1-Feb-29 $629,358.65
4956626 CUPERTINO CA 95014 SFD 6.625 6.358 $2,817.37 360 1-Feb-29 $439,611.80
4956627 SAN CLEMENTE CA 92673 SFD 6.875 6.500 $2,103.49 360 1-Feb-29 $319,930.99
4956642 HAYDEN LAKE ID 83835 SFD 7.125 6.500 $2,155.90 360 1-Feb-29 $319,744.10
4956650 CAMPBELL CA 95008 SFD 7.000 6.500 $2,494.89 360 1-Mar-29 $375,000.00
4956658 SAN FRANCISCO CA 94114 SFD 7.375 6.500 $2,085.84 360 1-Feb-29 $301,770.20
4956707 LOS ALTOS CA 94024 SFD 7.375 6.500 $2,969.91 360 1-Jan-29 $429,343.59
4956740 SIERRA MADRE CA 91024 SFD 6.750 6.483 $2,334.96 360 1-Mar-29 $360,000.00
4956781 ROLLING HILLS ESTATES CA 90274 SFD 7.000 6.500 $2,561.42 360 1-Jan-29 $384,366.98
4956844 SAN JOSE CA 95131 SFD 7.250 6.500 $2,148.86 360 1-Feb-29 $314,754.27
4956935 SARATOGA CA 95070 SFD 7.250 6.500 $2,489.95 360 1-Feb-29 $364,715.26
4956969 RANCHO PALOS VERDES CA 90275 SFD 7.000 6.500 $2,874.11 360 1-Mar-29 $432,000.00
4957106 DESTIN FL 32541 SFD 7.250 6.500 $3,138.02 360 1-Mar-29 $460,000.00
4957189 HONOLULU HI 96825 SFD 7.000 6.500 $2,627.95 360 1-Feb-29 $394,676.22
4957203 SAN JOSE CA 95120 SFD 7.375 6.500 $2,099.66 360 1-Mar-29 $304,000.00
4957222 FREMONT CA 94539 SFD 7.000 6.500 $1,995.91 360 1-Mar-29 $300,000.00
4957257 DEL MAR CA 92014 SFD 7.125 6.500 $2,681.40 360 1-Feb-29 $397,681.73
4957268 THOUSAND OAKS CA 91362 SFD 7.250 6.500 $2,721.89 360 1-Mar-29 $399,000.00
4957383 REDWOOD CITY CA 94061 SFD 6.750 6.483 $1,960.39 360 1-Mar-29 $302,250.00
4957409 LOS ALTOS CA 94024 SFD 7.125 6.500 $3,200.17 360 1-Mar-29 $475,000.00
4957485 CUPERTINO CA 95014 SFD 7.000 6.500 $2,072.42 360 1-Feb-29 $311,244.66
4957515 LA CANADA FLINTRIDGE CA 91011 SFD 6.750 6.483 $3,048.41 360 1-Feb-29 $469,595.34
4957586 PALO ALTO CA 94301 SFD 7.250 6.500 $5,798.50 360 1-Mar-29 $850,000.00
4957652 ESCONDIDO CA 92029 SFD 7.500 6.500 $1,776.01 360 1-Mar-29 $254,000.00
4957679 CALABASAS CA 91302 SFD 7.125 6.500 $6,063.47 360 1-Mar-29 $900,000.00
4957747 NEWCASTLE WA 98059 SFD 6.750 6.483 $2,237.66 360 1-Feb-29 $344,602.97
4957760 WEST WINDSOR NJ 08550 SFD 7.375 6.500 $3,149.48 360 1-Feb-29 $455,653.02
4957801 CROTON ON HUDSON NY 10520 SFD 6.750 6.483 $1,605.29 360 1-Mar-29 $247,500.00
4957816 SAN JOSE CA 95120 SFD 7.375 6.500 $2,745.43 360 1-Feb-29 $397,197.54
4957817 PALOS VERDES ESTATES CA 90274 SFD 6.750 6.483 $3,709.99 360 1-Mar-29 $572,000.00
4957833 YORKTOWN VA 23693 SFD 7.000 6.500 $1,836.24 360 1-Feb-29 $275,773.76
4957870 HILLSBOROUGH CA 94010 SFD 7.000 6.500 $6,227.24 360 1-Mar-29 $936,000.00
4957888 EDMONDS WA 98020 SFD 7.250 6.500 $6,395.40 360 1-Mar-29 $937,500.00
4957964 SOUTHLAKE TX 76092 SFD 7.375 6.500 $2,927.43 360 1-Feb-29 $423,527.48
4957971 SAN FRANCISCO CA 94132 SFD 7.375 6.500 $1,726.69 360 1-Mar-29 $250,000.00
4958081 SAN JOSE CA 95117 SFD 7.375 6.500 $2,306.86 360 1-Feb-29 $333,745.85
4958118 TIBURON CA 94920 SFD 7.125 6.500 $4,379.18 360 1-Mar-29 $650,000.00
4958131 COTO DE CAZA CA 92679 SFD 7.125 6.500 $3,220.38 360 1-Feb-29 $477,617.75
4958135 LIVERMORE CA 94550 SFD 7.125 6.500 $1,920.10 360 1-Mar-29 $285,000.00
4958166 WHITTIER CA 90601 SFD 7.375 6.500 $1,864.83 360 1-Feb-29 $269,794.54
4958219 GREAT FALLS VA 22066 SFD 7.125 6.500 $3,435.97 360 1-Mar-29 $510,000.00
4958254 BEDMINSTER NJ 07921 SFD 7.125 6.500 $3,503.34 360 1-Mar-29 $520,000.00
4958288 ARLINGTON VA 22209 SFD 7.250 6.500 $2,237.54 360 1-Mar-29 $328,000.00
4958291 PLEASANT HILL CA 94523 SFD 6.750 6.483 $2,189.02 360 1-Feb-29 $337,209.42
4958318 BAYVILLE NY 11709 SFD 7.750 6.500 $2,865.65 360 1-Mar-29 $400,000.00
4958364 RIDGEFIELD CT 06877 SFD 7.250 6.500 $2,046.53 360 1-Mar-29 $300,000.00
4958368 MALIBU CA 90265 SFD 7.375 6.500 $4,489.39 360 1-Mar-29 $650,000.00
4958422 HUNTINGTON BEACH CA 92646 SFD 6.875 6.500 $2,023.35 360 1-Feb-29 $307,741.23
4958452 DANVILLE CA 94506 SFD 7.625 6.500 $2,226.02 360 1-Feb-29 $314,272.37
4958462 PLEASTON CA 94588 SFD 7.375 6.500 $2,431.18 360 1-Mar-29 $352,000.00
4958478 HENDERSONVILLE NC 28791 SFD 7.000 6.500 $2,195.10 360 1-Feb-29 $329,669.55
4958491 FRANKLIN LAKES NJ 07417 SFD 6.875 6.500 $4,270.04 360 1-Feb-29 $649,453.92
4958547 MARCO ISLAND FL 34145 HCO 7.125 6.500 $2,358.02 360 1-Mar-29 $350,000.00
4958650 LOS ALTOS CA 94024 SFD 7.250 6.500 $4,297.72 360 1-Feb-29 $629,508.53
4958685 WOODLAND HILLS CA 91364 SFD 7.250 6.500 $4,011.20 360 1-Feb-29 $587,541.30
4958716 LOS ANGELES CA 90064 SFD 7.125 6.500 $2,021.16 360 1-Mar-29 $300,000.00
4958717 LAFAYETTE CA 94549 SFD 7.250 6.500 $2,831.04 360 1-Mar-29 $415,000.00
4958735 WALNUT CREEK CA 94595 SFD 7.375 6.500 $3,080.42 360 1-Feb-29 $445,660.62
4958797 LIVERMORE CA 94550 SFD 7.250 6.500 $2,012.43 360 1-Mar-29 $295,000.00
4958808 SANTA BARBARA CA 93108 SFD 7.125 6.500 $5,243.56 360 1-Mar-29 $778,300.00
4958889 VALDOSTA GA 31605 SFD 7.000 6.500 $2,095.70 360 1-Feb-29 $314,741.80
4958906 MENLO PARK CA 94025 SFD 7.250 6.500 $1,705.45 360 1-Feb-29 $249,804.97
4958977 CUPERTINO CA 95104 SFD 7.250 6.500 $2,524.06 360 1-Mar-29 $370,000.00
4959005 SAN JOSE CA 95124 SFD 7.250 6.500 $2,200.02 360 1-Feb-29 $322,248.42
4959021 SAN JOSE CA 95125 SFD 7.125 6.500 $2,981.21 360 1-Mar-29 $442,500.00
4959099 DANVILLE CA 94506 SFD 7.125 6.500 $2,425.39 360 1-Mar-29 $360,000.00
4959104 STATEN ISLAND NY 10309 SFD 7.250 6.500 $2,148.86 360 1-Mar-29 $315,000.00
4959123 CUPERTINO CA 95014 SFD 7.250 6.500 $2,728.71 360 1-Mar-29 $400,000.00
4959139 HESPERUS CO 81301 SFD 7.000 6.500 $2,627.95 360 1-Mar-29 $395,000.00
4959221 ENCINO CA 91436 SFD 7.250 6.500 $2,561.58 360 1-Mar-29 $375,500.00
4959240 SAN JOSE CA 95118 SFD 7.000 6.500 $1,862.85 360 1-Feb-29 $279,770.48
4959251 LOS GATOS CA 95033 SFD 7.375 6.500 $2,823.14 360 1-Feb-29 $408,438.97
4959321 THOUSAND OAKS CA 91362 SFD 7.250 6.500 $6,139.59 360 1-Mar-29 $900,000.00
4959343 NEWPORT BEACH CA 92660 SFD 7.250 6.500 $1,910.10 360 1-Feb-29 $279,781.57
4959376 SOUTHLAKE TX 76092 SFD 6.750 6.483 $1,906.56 360 1-Feb-29 $293,696.91
4959572 REDWOOD CITY CA 94061 SFD 7.125 6.500 $1,833.19 360 1-Mar-29 $272,100.00
4959632 IRVINE CA 92606 SFD 7.750 6.500 $2,521.78 360 1-Feb-29 $351,751.55
4959682 ROWLAND HEIGHTS CA 91748 SFD 7.250 6.500 $1,985.14 360 1-Mar-29 $291,000.00
4959748 PLEASANTON CA 94566 SFD 7.250 6.500 $3,649.65 360 1-Feb-29 $534,582.64
4959753 NEWPORT OR 97365 SFD 7.000 6.500 $2,245.40 360 1-Feb-29 $337,223.35
4959929 SAN JOSE CA 95132 SFD 7.375 6.500 $2,244.70 360 1-Feb-29 $324,752.70
4959957 MANHATTAN BEACH CA 90266 SFD 7.250 6.500 $3,308.56 360 1-Mar-29 $485,000.00
4959963 FREMONT CA 94539 SFD 7.250 6.500 $2,854.23 360 1-Mar-29 $418,400.00
4959975 SAN JOSE CA 95135 SFD 7.250 6.500 $2,087.46 360 1-Feb-29 $305,761.29
4960003 CUPERTINO CA 95014 SFD 7.000 6.500 $3,778.92 360 1-Mar-29 $568,000.00
4960031 OAKLAND CA 94602 SFD 7.375 6.500 $2,161.82 360 1-Mar-29 $313,000.00
4960072 LA MIRADA CA 90638 SFD 7.000 6.500 $1,975.95 360 1-Feb-29 $296,756.55
4960094 SAN JOSE CA 95128 SFD 7.375 6.500 $2,234.34 360 1-Mar-29 $323,500.00
4960104 HAYWARD CA 94541 SFD 7.375 6.500 $2,669.46 360 1-Mar-29 $386,500.00
4960115 SAN JOSE CA 95135 SFD 7.250 6.500 $2,564.99 360 1-Feb-29 $375,706.68
4960138 MIAMI FL 33178 SFD 7.250 6.500 $2,080.64 360 1-Feb-29 $304,762.07
4960150 PALO ALTO CA 94303 SFD 7.125 6.500 $2,614.03 360 1-Feb-29 $387,689.72
4960153 OSSINING NY 10562 SFD 6.875 6.500 $3,599.97 360 1-Mar-29 $548,000.00
4960164 HERMOSA BEACH CA 90254 SFD 7.250 6.500 $2,251.19 360 1-Feb-29 $329,742.56
4960257 DANVILLE CA 94526 SFD 7.000 6.500 $2,328.56 360 1-Feb-29 $349,713.11
4960295 WESTLAKE VILLAGE CA 91362 SFD 7.375 6.500 $2,486.44 360 1-Mar-29 $360,000.00
4960299 SAN JOSE CA 95120 SFD 7.250 6.500 $2,080.64 360 1-Feb-29 $304,742.71
4960309 PLEASANTON CA 94588 SFD 7.250 6.500 $1,705.45 360 1-Feb-29 $249,804.97
4960341 CUPERTINO CA 95014 SFD 7.250 6.500 $2,837.86 360 1-Feb-29 $415,675.47
4960342 MUIR BEACH CA 94965 SFD 7.375 6.500 $2,244.69 360 1-Jan-29 $324,503.90
4960411 SAN DIEGO CA 92130 SFD 7.000 6.500 $1,896.12 360 1-Mar-29 $285,000.00
4960424 MOUNTAIN VIEW CA 94043 SFD 6.875 6.500 $2,333.41 360 1-Jan-29 $354,601.47
4960432 AUSTIN TX 78733 SFD 6.875 6.500 $2,286.12 360 1-Mar-29 $348,000.00
4960488 SIMI VALLEY CA 93065 SFD 7.500 6.500 $2,069.68 360 1-Feb-29 $295,780.32
4960505 TARZANA CA 91356 SFD 7.000 6.500 $1,663.26 360 1-Mar-29 $250,000.00
4960523 ENCINITAS CA 92024 SFD 7.250 6.500 $2,380.80 360 1-Mar-29 $349,000.00
4960553 EL CERRITO CA 94530 SFD 7.375 6.500 $1,949.78 360 1-Mar-29 $282,300.00
4960601 SAN JOSE CA 95125 SFD 7.375 6.500 $1,983.62 360 1-Mar-29 $287,200.00
4960732 SAN RAMON CA 94583 SFD 7.375 6.500 $1,926.98 360 1-Jan-29 $278,574.11
4960750 OAKLAND CA 94605 SFD 7.625 6.500 $2,257.87 360 1-Mar-29 $319,000.00
4960754 DEFIANCE MO 63341 SFD 6.625 6.358 $1,696.82 360 1-Nov-28 $264,057.04
4960788 SANTA CLARITA CA 91354 SFD 6.750 6.483 $1,686.36 360 1-Jan-29 $259,551.02
4960931 MILL VALLEY CA 94941 SFD 6.875 6.500 $2,036.48 360 1-Jan-29 $309,477.64
4960959 SUNNYVALE CA 94087 SFD 7.375 6.500 $2,313.77 360 1-Feb-29 $334,745.08
4961099 FREMONT CA 94539 SFD 7.625 6.500 $2,760.40 360 1-Mar-29 $390,000.00
4961164 SAN MATEO CA 94403 SFD 7.375 6.500 $3,519.68 360 1-Mar-29 $509,600.00
4961193 FT WAYNE IN 46804 SFD 7.250 6.500 $4,038.49 360 1-Feb-29 $591,538.18
4961241 PALO ALTO CA 94306 SFD 7.250 6.500 $1,896.46 360 1-Mar-29 $278,000.00
4961252 SUNNYVALE CA 94087 SFD 7.000 6.500 $2,416.38 360 1-Mar-29 $363,200.00
4961355 LOS ANGELES CA 90077 SFD 7.375 6.500 $6,775.53 360 1-Mar-29 $981,000.00
4961371 FREMONT CA 94555 SFD 7.750 6.500 $2,550.43 360 1-Feb-29 $355,748.74
4961433 SAN FRANCISCO CA 94122 SFD 7.375 6.500 $2,142.82 360 1-Mar-29 $310,250.00
4961445 MENLO PARK CA 94025 SFD 7.125 6.500 $3,946.31 360 1-Mar-29 $585,750.00
4961457 DOWNEY CA 90241 SFD 7.125 6.500 $1,745.94 360 1-Jan-29 $258,734.30
4961474 LAS VEGAS NV 89134 SFD 7.125 6.500 $3,705.46 360 1-Feb-29 $549,560.17
4961480 PLANO TX 75093 SFD 7.125 6.500 $2,028.57 360 1-Mar-29 $301,100.00
4961507 BURLINGAME CA 94010 SFD 7.375 6.500 $2,852.49 360 1-Feb-29 $412,685.74
4961594 WOODSIDE CA 94062 SFD 7.125 6.500 $2,489.39 360 1-Feb-29 $369,204.52
4961674 SAN JOSE CA 95138 SFD 6.875 6.500 $3,462.02 360 1-Mar-29 $527,000.00
4961866 JEFFERSON GA 30549 SFD 6.875 6.500 $2,180.59 240 1-Mar-19 $284,000.00
4961952 BELLEVUE WA 98006 SFD 7.000 6.500 $2,607.99 360 1-Feb-29 $391,678.68
4961986 REDWOOD CITY CA 94062 SFD 7.625 6.500 $2,440.48 360 1-Mar-29 $344,800.00
4961995 FREMONT CA 94539 SFD 7.000 6.500 $2,395.09 360 1-Mar-29 $360,000.00
4962032 BRASELTON GA 30517 SFD 6.875 6.500 $3,021.88 360 1-Mar-29 $460,000.00
4962058 TUSTIN CA 92782 SFD 6.875 6.500 $2,271.00 360 1-Feb-29 $345,409.58
4962146 VERO BEACH FL 32963 SFD 7.125 6.500 $1,953.79 360 1-Mar-29 $290,000.00
4962199 STUDIO CITY CA 91604 SFD 7.750 6.500 $3,610.72 360 1-Mar-29 $504,000.00
4962251 MOUNTAIN VIEW CA 94040 SFD 7.375 6.500 $2,210.17 360 1-Mar-29 $320,000.00
4962301 LOS ANGELES CA 90066 SFD 7.375 6.500 $2,125.21 360 1-Feb-29 $307,465.87
4962309 SAN JOSE CA 95129 SFD 7.375 6.500 $2,621.12 360 1-Feb-29 $379,211.22
4962335 WOODSIDE CA 94062 SFD 7.125 6.500 $3,267.54 360 1-Mar-29 $485,000.00
4962356 LOS ALTOS CA 94022 SFD 7.375 6.500 $3,729.65 360 1-Mar-29 $540,000.00
4962364 BELMONT CA 94002 SFD 7.000 6.500 $2,395.09 360 1-Jan-29 $359,408.10
4962384 MOORESTOWN NJ 08057 SFD 6.750 6.483 $1,816.07 360 1-Feb-29 $279,758.93
4962401 SAN BRUNO CA 94066 SFD 7.125 6.500 $2,031.26 360 1-Jan-29 $301,016.36
4962503 TUSTIN CA 92782 SFD 7.000 6.500 $1,969.30 360 1-Feb-29 $295,757.37
4962515 PALO ALTO CA 94306 SFD 7.125 6.500 $2,978.51 360 1-Feb-29 $441,746.46
4962528 LOS ALTOS CA 94024 SFD 7.625 6.500 $1,946.44 360 1-Mar-29 $275,000.00
4962545 LAKEVILLE MN 55044 SFD 7.125 6.500 $3,200.16 360 1-Sep-28 $472,686.82
4962549 SAN CARLOS CA 94070 SFD 7.250 6.500 $1,978.32 360 1-Feb-29 $289,773.76
4962560 SAN RAMON CA 94583 SFD 7.250 6.500 $1,855.52 360 1-Feb-29 $271,787.81
4962665 PASADENA CA 91107 SFD 7.250 6.500 $1,863.71 360 1-Mar-29 $273,200.00
4962666 SANTA ROSA CA 95405 SFD 7.250 6.500 $2,513.82 360 1-Jan-29 $367,923.34
4962671 SAN JOSE CA 95129 SFD 7.125 6.500 $2,762.25 360 1-Mar-29 $410,000.00
4962687 CAMARILLO CA 93010 SFD 6.750 6.483 $2,886.26 360 1-Jan-29 $444,231.58
4962725 RIVERSIDE CA 92506 SFD 7.375 6.500 $1,912.48 360 1-Feb-29 $276,689.30
4962738 VENTURA CA 93003 SFD 7.250 6.500 $2,012.42 360 1-Jan-29 $294,538.36
4962741 SAN JOSE CA 95129 SFD 7.125 6.500 $2,715.09 360 1-Mar-29 $403,000.00
4962775 SAN JOSE CA 95133 SFD 7.250 6.500 $2,387.62 360 1-Feb-29 $349,726.96
4962777 CLAYTON CA 94517 SFD 7.500 6.500 $1,992.76 360 1-Jan-29 $284,575.66
4962784 SUNNYVALE CA 94087 SFD 7.250 6.500 $3,001.58 360 1-Mar-29 $440,000.00
4962810 SARATOGA CA 95070 SFD 7.125 6.500 $2,647.72 360 1-Mar-29 $393,000.00
4962834 SAN FRANCISCO CA 94117 SFD 7.250 6.500 $2,039.71 360 1-Mar-29 $299,000.00
4962849 SHINGLE SPRINGS CA 95682 SFD 7.000 6.500 $1,995.91 360 1-Jan-29 $299,506.75
4962852 SUNNYVALE CA 94087 SFD 7.250 6.500 $2,251.19 360 1-Mar-29 $330,000.00
4962865 LOS ANGELES CA 90027 SFD 7.375 6.500 $3,221.31 360 1-Mar-29 $466,400.00
4962875 GLENDALE CA 91202 SFD 7.250 6.500 $2,489.95 360 1-Feb-29 $364,715.26
4962901 OREGON CITY OR 97045 SFD 6.750 6.483 $2,432.24 360 1-Nov-28 $373,697.61
4962902 FREMONT CA 94539 SFD 7.000 6.500 $2,454.97 360 1-Feb-29 $368,697.53
4962922 CARMICHAEL CA 95608 SFD 7.375 6.500 $2,284.59 240 1-Mar-19 $286,300.00
4962933 SARATOGA CA 95070 SFD 7.000 6.500 $4,291.21 360 1-Mar-29 $645,000.00
4962941 CARLSBAD CA 92009 SFD 6.875 6.500 $2,167.87 360 1-Mar-29 $330,000.00
4962981 ALAMO CA 94507 SFD 7.250 6.500 $2,182.97 360 1-Mar-29 $320,000.00
4962987 SAN FRANCISCO CA 94112 SFD 7.375 6.500 $1,989.15 360 1-Mar-29 $288,000.00
4962997 VENICE CA 90291 SFD 7.250 6.500 $2,592.27 360 1-Feb-29 $379,703.56
4962998 ALAMEDA CA 94502 SFD 6.750 6.483 $1,803.11 360 1-Feb-29 $277,760.64
4963001 SAN CARLOS CA 94070 SFD 7.375 6.500 $2,239.86 360 1-Mar-29 $324,300.00
4963002 CUPERTINO CA 95014 SFD 7.250 6.500 $2,087.46 360 1-Feb-29 $305,761.29
4963012 WALNUT CREEK CA 94596 SFD 7.125 6.500 $2,348.59 360 1-Mar-29 $348,600.00
4963013 FREMONT CA 94539 SFD 7.750 6.500 $3,116.40 360 1-Mar-29 $435,000.00
4963014 SAN JOSE CA 95125 SFD 7.375 6.500 $2,375.93 360 1-Mar-29 $344,000.00
4963017 FOSTER CITY CA 94404 SFD 7.125 6.500 $2,600.56 360 1-Mar-29 $386,000.00
4963028 CARDIFF CA 92007 LCO 7.125 6.500 $2,128.96 360 1-Mar-29 $316,000.00
4963048 DANVILLE CA 94506 SFD 7.125 6.500 $3,223.75 360 1-Mar-29 $478,500.00
4963050 CARLSBAD CA 92009 SFD 7.250 6.500 $2,513.82 360 1-Mar-29 $368,500.00
4963059 SANTA CRUZ CA 95060 SFD 7.250 6.500 $2,030.84 360 1-Mar-29 $297,700.00
4963064 LOS ANGELES CA 90064 SFD 6.625 6.358 $1,792.88 360 1-Mar-29 $280,000.00
4963086 SAN ANSELMO CA 94960 SFD 7.125 6.500 $4,379.18 360 1-Mar-29 $650,000.00
4963105 SAN JOSE CA 95132 SFD 7.125 6.500 $1,815.68 360 1-Mar-29 $269,500.00
4963107 GLASTONBURY CT 06033 SFD 6.875 6.500 $1,793.42 360 1-Mar-29 $273,000.00
4963110 FREMONT CA 94539 SFD 7.375 6.500 $2,285.45 360 1-Mar-29 $330,900.00
4963113 SONOMA CA 95476 SFD 7.375 6.500 $2,310.66 360 1-Mar-29 $334,550.00
4963116 PLEASANT HILL CA 94523 SFD 7.375 6.500 $2,431.18 360 1-Mar-29 $352,000.00
4963123 MENLO PARK CA 94025 SFD 7.250 6.500 $2,084.05 360 1-Mar-29 $305,500.00
4963128 SAN JOSE CA 95120 SFD 7.250 6.500 $2,721.89 360 1-Mar-29 $399,000.00
4963132 LOS ALTOS CA 94024 SFD 7.250 6.500 $3,410.89 360 1-Mar-29 $500,000.00
4963166 LOS ALTOS HILLS CA 94024 SFD 7.000 6.500 $3,546.07 360 1-Mar-29 $533,000.00
4963197 PALO ALTO CA 94301 SFD 7.125 6.500 $3,974.94 360 1-Mar-29 $590,000.00
4963214 LOS ANGELES CA 90049 SFD 7.125 6.500 $3,348.39 360 1-Mar-29 $497,000.00
4963232 CAMARILLO CA 93012 SFD 7.250 6.500 $2,217.08 360 1-Feb-29 $324,746.46
4963269 WALNUT CREEK CA 94596 SFD 7.750 6.500 $2,102.67 360 1-Mar-29 $293,500.00
4963271 LOS ALTOS HILLS CA 94022 SFD 7.125 6.500 $5,558.18 360 1-Mar-29 $825,000.00
4963279 NEW YORK NY 10028 HCO 7.750 6.500 $1,074.62 360 1-Mar-29 $150,000.00
4963281 FREMONT CA 94539 SFD 7.125 6.500 $1,940.31 360 1-Mar-29 $288,000.00
4963283 PALO ALTO CA 94303 SFD 7.000 6.500 $4,244.63 360 1-Feb-29 $637,477.04
4963306 ALAMEDA CA 94502 SFD 7.375 6.500 $2,020.23 360 1-Mar-29 $292,500.00
4963319 SAINT CHARLES IL 60175 SFD 6.875 6.500 $1,694.88 360 1-Mar-29 $258,000.00
4963345 OAKLAND CA 94611 SFD 7.250 6.500 $4,413.69 360 1-Mar-29 $647,000.00
4963384 SAN JOSE CA 95120 SFD 7.000 6.500 $2,528.15 360 1-Mar-29 $380,000.00
4963421 NEW YORK NY 10003 HCO 7.250 6.500 $2,592.27 360 1-Mar-29 $380,000.00
4963440 ORINDA CA 94563 SFD 7.000 6.500 $3,226.72 360 1-Mar-29 $485,000.00
4963504 LA JOLLA CA 92037 SFD 7.250 6.500 $2,585.45 360 1-Feb-29 $378,704.34
4963506 HUNTINGTON NY 11743 SFD 7.625 6.500 $2,512.67 360 1-Mar-29 $355,000.00
4963520 LA JOLLA CA 92037 SFD 7.250 6.500 $2,653.67 360 1-Mar-29 $389,000.00
4963557 AUSTIN TX 78746 SFD 7.000 6.500 $1,801.31 360 1-Mar-29 $269,500.34
4963558 SAN JOSE CA 95128 SFD 7.125 6.500 $2,236.75 360 1-Feb-29 $331,734.50
4963610 LOS GATOS CA 95030 SFD 7.125 6.500 $2,189.59 360 1-Mar-29 $325,000.00
4963620 SAN JUAN CAPISTRANO CA 92675 SFD 7.250 6.500 $2,504.96 360 1-Mar-29 $367,200.00
4963622 PALO ALTO CA 94303 SFD 7.000 6.500 $2,328.56 360 1-Mar-29 $350,000.00
4963629 GLENDALE CA 91208 SFD 7.125 6.500 $3,132.80 360 1-Mar-29 $465,000.00
4963635 ANNANDALE VA 22003 SFD 6.500 6.233 $2,016.93 360 1-Mar-29 $319,100.00
4963636 LOS ALTOS CA 94024 SFD 7.125 6.500 $3,793.04 360 1-Mar-29 $563,000.00
4963643 ORINDA CA 94563 SFD 6.875 6.500 $1,960.94 360 1-Mar-29 $298,500.00
4963656 LAGUNA NIGUEL CA 92677 SFD 7.250 6.500 $2,142.04 360 1-Mar-29 $314,000.00
4963672 SUNNYVALE CA 94087 SFD 7.375 6.500 $2,343.12 360 1-Mar-29 $339,250.00
4963680 MORAGA CA 94556 SFD 7.250 6.500 $3,226.70 360 1-Mar-29 $473,000.00
4963683 FREMONT CA 94539 SFD 7.125 6.500 $1,893.15 360 1-Mar-29 $281,000.00
4963723 IRVING CA 92606 SFD 6.500 6.233 $2,604.12 360 1-Mar-29 $411,627.54
4963728 SAN JOSE CA 95120 SFD 7.375 6.500 $3,767.64 360 1-Mar-29 $545,500.00
4963748 STAFFORD VA 22554 SFD 6.500 6.233 $1,822.26 360 1-Mar-29 $288,300.00
4963752 HEATHROW FL 32746 SFD 6.875 6.500 $2,358.38 360 1-Mar-29 $358,115.06
4963772 NOBLESVILLE IN 46060 SFD 7.625 6.500 $3,312.48 360 1-Mar-29 $468,000.00
4963787 SAN FRANCISCO CA 94110 SFD 7.125 6.500 $2,122.22 360 1-Mar-29 $315,000.00
4963802 SAN JOSE CA 95129 SFD 7.250 6.500 $2,418.32 360 1-Mar-29 $354,500.00
4963813 PALO ALTO CA 94303 SFD 7.250 6.500 $2,728.71 360 1-Mar-29 $400,000.00
4963817 CUPERTINO CA 95014 SFD 7.125 6.500 $3,557.24 360 1-Mar-29 $528,000.00
4963818 MENLO PARK CA 94025 SFD 7.250 6.500 $3,547.32 360 1-Feb-29 $519,594.35
4963824 SAN DIEGO CA 92106 SFD 7.125 6.500 $2,189.59 360 1-Mar-29 $325,000.00
4963825 CAMBRIA CA 93428 SFD 6.875 6.500 $1,156.20 360 1-Mar-29 $176,000.00
4963831 SAN JOSE CA 95120 SFD 7.125 6.500 $2,108.74 360 1-Mar-29 $313,000.00
4963844 MOUNTAIN VIEW CA 94041 SFD 7.250 6.500 $1,998.78 360 1-Mar-29 $293,000.00
4963846 PALO ALTO CA 94303 SFD 7.000 6.500 $2,152.26 360 1-Feb-29 $323,234.82
4963850 MILPITAS CA 95035 SFD 7.375 6.500 $1,864.83 360 1-Feb-29 $269,794.54
4963862 SARATOGA CA 95070 SFD 7.250 6.500 $3,342.67 360 1-Mar-29 $490,000.00
4963866 LAFAYETTE CA 94549 SFD 6.625 6.358 $3,649.78 360 1-Mar-29 $570,000.00
4963874 SAN JOSE CA 95125 SFD 6.625 6.358 $1,984.97 360 1-Mar-29 $310,000.00
4963877 WALNUT CREEK CA 94596 SFD 7.250 6.500 $2,148.86 360 1-Mar-29 $315,000.00
4963885 PALO ALTO CA 94303 SFD 7.125 6.500 $3,422.50 360 1-Mar-29 $508,000.00
4963898 HAYWARD CA 94542 SFD 7.375 6.500 $2,348.30 360 1-Mar-29 $340,000.00
4963907 LOS GATOS CA 95032 SFD 7.125 6.500 $4,379.18 360 1-Mar-29 $650,000.00
4963924 SAN JOSE CA 95125 SFD 7.375 6.500 $1,944.26 360 1-Feb-29 $281,285.79
4963954 DANVILLE CA 94506 SFD 7.250 6.500 $2,624.34 360 1-Mar-29 $384,700.00
4963979 SANTA ROSA CA 95404 SFD 7.125 6.500 $4,244.43 360 1-Mar-29 $630,000.00
4963988 WOODSIDE CA 94062 SFD 7.250 6.500 $2,530.88 360 1-Mar-29 $371,000.00
4963998 SAN DIEGO CA 92037 SFD 7.250 6.500 $2,046.53 360 1-Feb-29 $299,765.97
4964002 SANTA MONICA CA 90402 SFD 7.125 6.500 $4,226.92 360 1-Feb-29 $626,898.27
4964007 SAN FRANCISCO CA 94116 SFD 7.125 6.500 $2,132.32 360 1-Feb-29 $316,246.90
4964012 DALLAS TX 75205 SFD 7.250 6.500 $3,410.88 360 1-Feb-29 $499,609.95
4964080 LOS ANGELES CA 90210 SFD 7.125 6.500 $3,132.79 360 1-Jan-29 $464,254.09
4964085 ANNAPOLIS MD 21401 SFD 6.750 6.483 $1,885.80 360 1-Nov-28 $289,740.14
4964098 WILLIAMSBURG VA 23185 SFD 7.125 6.500 $1,856.77 360 1-Nov-28 $274,710.55
4964109 SAN MARINO CA 91108 SFD 7.500 6.500 $4,046.36 360 1-Mar-29 $578,700.00
4964132 SAN JOSE CA 95124 SFD 7.375 6.500 $1,975.34 360 1-Mar-29 $286,000.00
4964143 CUPERTINO CA 95014 SFD 7.125 6.500 $2,115.48 360 1-Feb-29 $313,748.90
4964158 LONG BEACH CA 90808 SFD 7.375 6.500 $1,885.55 360 1-Feb-29 $272,792.26
4964176 LA CANADA CA 91011 SFD 7.000 6.500 $2,089.05 360 1-Mar-29 $314,000.00
4964204 SAN JOSE CA 95134 PUD 7.250 6.500 $1,862.35 360 1-Dec-28 $272,357.21
4964210 MISSION VIEJO CA 92691 SFD 7.500 6.500 $1,996.96 360 1-Dec-28 $284,960.14
4964214 SANTA CLARA CA 95051 SFD 6.750 6.483 $2,302.53 360 1-Mar-29 $355,000.00
4964215 COCKEYSVILLE MD 21030 SFD 6.750 6.483 $2,270.10 360 1-Dec-28 $349,090.86
4964229 LOS ANGELES CA 90049 SFD 7.500 6.500 $3,600.95 360 1-Nov-28 $513,456.81
4964236 OVIEDO FL 32765 SFD 6.875 6.500 $2,417.50 360 1-Mar-29 $368,000.00
4964239 SAN JOSE CA 95135 SFD 7.125 6.500 $2,944.15 360 1-Nov-28 $435,589.66
4964252 HOUSTON TX 77005 SFD 6.875 6.500 $3,333.91 360 1-Feb-29 $507,073.65
4964255 OAKLAND CA 94618 SFD 6.875 6.500 $2,627.72 360 1-Dec-28 $398,986.07
4964256 OAKLAND CA 94611 SFD 7.250 6.500 $2,361.70 360 1-Mar-29 $346,200.00
4964261 SAN JOSE CA 95129 SFD 7.125 6.500 $2,354.65 360 1-Mar-29 $349,500.00
4964264 MILL VALLEY CA 94941 SFD 7.375 6.500 $1,968.43 360 1-Mar-29 $285,000.00
4964272 SAN CARLOS CA 94070 SFD 7.375 6.500 $2,413.91 360 1-Mar-29 $349,500.00
4964289 TAHOE CITY CA 96145 SFD 7.375 6.500 $3,453.38 360 1-Mar-29 $500,000.00
4964301 BELMONT CA 94002 SFD 7.125 6.500 $2,397.77 360 1-Mar-29 $355,900.00
4964343 CASTRO VALLEY CA 94552 SFD 7.750 6.500 $2,142.08 360 1-Feb-29 $298,788.96
4964350 SAN JOSE CA 95120 SFD 7.375 6.500 $2,362.11 360 1-Mar-29 $342,000.00
4964353 HILLSBOROUGH CA 94010 SFD 7.000 6.500 $2,228.77 360 1-Mar-29 $335,000.00
4964362 SAN JOSE CA 95135 SFD 7.125 6.500 $1,859.47 360 1-Mar-29 $276,000.00
4964396 PALO ALTO CA 94303 SFD 7.125 6.500 $2,344.55 360 1-Feb-29 $347,721.70
4964415 CLE ELUM WA 98922 SFD 7.125 6.500 $3,183.33 360 1-Jan-29 $471,742.03
4964422 LAKE ARROWHEAD CA 92352 SFD 6.875 6.500 $2,310.10 360 1-Mar-29 $351,650.00
4964485 PALO ALTO CA 94303 SFD 7.000 6.500 $2,395.09 360 1-Feb-29 $359,704.91
4964505 VENICE CA 90291 SFD 7.000 6.500 $2,370.15 360 1-Feb-29 $355,957.97
4964616 YORBA LINDA CA 92886 SFD 7.250 6.500 $2,026.06 360 1-Nov-28 $296,064.83
4964665 BEVERLY HILLS CA 90210 SFD 7.000 6.500 $4,291.20 360 1-Nov-28 $641,636.55
4964667 POWAY CA 92064 SFD 7.125 6.500 $1,886.41 360 1-Nov-28 $279,096.36
4964708 OAKTON VA 22124 SFD 6.500 6.233 $1,896.21 360 1-Dec-28 $299,181.96
4964710 SANTA MONICA CA 90402 SFD 7.125 6.500 $3,600.36 360 1-Mar-29 $534,400.00
4964793 SAN JOSE CA 95112 SFD 7.250 6.500 $1,630.41 360 1-Nov-28 $238,247.41
4964810 SAN RAMON CA 94583 SFD 7.375 6.500 $1,972.57 360 1-Jan-29 $285,164.02
4964820 SOLANA BEACH CA 92075 SFD 7.000 6.500 $2,009.21 360 1-Nov-28 $301,001.14
4964826 ESCONDIDO CA 92025 SFD 6.875 6.500 $1,839.40 360 1-Oct-28 $278,482.60
4964832 SAN JOSE CA 95132 SFD 7.250 6.500 $1,773.66 360 1-Mar-29 $260,000.00
4964840 SAN DIEGO CA 92130 SFD 7.500 6.500 $1,922.84 360 1-Oct-28 $273,966.72
4964843 PALO ALTO CA 94301 SFD 7.250 6.500 $6,003.16 360 1-Feb-29 $879,313.51
4964864 PETALUMA CA 94954 SFD 7.000 6.500 $1,969.30 360 1-Mar-29 $296,000.00
4964901 LOS ALTOS HILLS CA 94022 SFD 7.250 6.500 $4,093.06 360 1-Mar-29 $600,000.00
4964957 CARLSBAD CA 92008 SFD 7.250 6.500 $2,182.96 360 1-Nov-28 $318,992.41
4964960 REDWOOD CITY CA 94061 SFD 7.625 6.500 $3,581.44 360 1-Dec-28 $504,894.32
4964969 MCDONOUGH GA 30253 SFD 6.750 6.483 $2,270.09 360 1-Nov-28 $348,784.44
4964972 SAN DIEGO CA 92103 SFD 6.875 6.500 $2,464.80 360 1-Dec-28 $374,248.92
4964976 DENVER CO 80206 SFD 7.000 6.500 $1,633.99 360 1-Oct-28 $244,581.58
4964980 SUNNYVALE CA 94086 SFD 7.250 6.500 $1,735.46 360 1-Dec-28 $253,801.02
4964984 ALAMO CA 94507 SFD 7.250 6.500 $2,387.62 360 1-Nov-28 $348,897.92
4964985 PLEASANTON CA 94588 SFD 7.125 6.500 $1,987.47 360 1-Dec-28 $294,288.07
4964997 BIRMINGHAM AL 35243 SFD 7.500 6.500 $2,552.13 360 1-Sep-28 $363,349.12
4965011 OAK PARK IL 60302 SFD 7.500 6.500 $1,734.06 360 1-Dec-28 $247,444.36
4965016 MARTINEZ CA 94553 SFD 6.875 6.500 $1,697.51 360 1-Dec-28 $257,744.99
4965022 LOS GATOS CA 95032 PUD 7.500 6.500 $1,769.02 360 1-Nov-28 $252,241.86
4965027 AGOURA AREA CA 91301 SFD 7.250 6.500 $2,339.86 360 1-Nov-28 $341,919.98
4965037 REDONDO BEACH CA 90277 SFD 7.000 6.500 $1,916.07 360 1-Oct-28 $285,023.16
4965047 SAN JOSE CA 95127 SFD 7.250 6.500 $3,333.80 360 1-Mar-29 $481,752.44
4965060 ANTIOCH CA 94509 SFD 7.000 6.500 $2,049.14 360 1-Mar-29 $308,000.00
4965064 LA HONDA CA 94020 SFD 7.250 6.500 $2,455.84 360 1-Mar-29 $360,000.00
4965080 WEST LINN OR 97068 SFD 6.875 6.500 $3,058.01 360 1-Feb-29 $465,108.92
4965082 SAN JOSE CA 95125 SFD 7.125 6.500 $2,384.97 360 1-Mar-29 $354,000.00
4965087 LA JOLLA AREA CA 92037 SFD 7.250 6.500 $3,451.81 360 1-Nov-28 $504,406.73
4965103 SAN DIEGO CA 92129 SFD 6.875 6.500 $1,681.74 360 1-Nov-28 $255,132.29
4965127 FORT COLLINS CO 80524 SFD 7.875 6.500 $2,175.21 360 1-Oct-28 $298,954.07
4965130 NEW ALBANY OH 43054 SFD 7.125 6.500 $1,891.81 360 1-Feb-29 $280,575.44
4965152 COLGATE WI 53017 SFD 7.000 6.500 $2,993.87 360 1-Mar-29 $450,000.00
4965157 MORGAN HILL CA 95037 SFD 7.375 6.500 $2,831.77 360 1-Feb-29 $409,688.02
4965168 ATHERTON CA 94027 SFD 6.750 6.483 $2,520.46 360 1-Mar-29 $388,600.00
4965183 DALLAS TX 75205 SFD 6.750 6.483 $3,243.00 360 1-Mar-29 $500,000.00
4965193 MOUNTAIN VIEW CA 94041 SFD 7.250 6.500 $3,953.22 360 1-Mar-29 $579,500.00
4965200 SAN DIEGO CA 92120 SFD 7.250 6.500 $3,288.09 360 1-Feb-29 $481,623.99
4965234 MOUNTAIN LAKES NJ 07046 SFD 7.375 6.500 $2,072.03 360 1-Mar-29 $300,000.00
4965237 OAKTON VA 22124 SFD 6.500 6.233 $2,791.22 360 1-Nov-28 $439,511.00
4965250 LOS ALTOS CA 94024 SFD 7.125 6.500 $3,469.66 360 1-Mar-29 $515,000.00
4965288 BELTON MO 64012 SFD 6.875 6.500 $2,299.25 360 1-Dec-28 $349,112.82
4965341 BEVERLY HILLS CA 90210 SFD 7.125 6.500 $6,063.47 360 1-Mar-29 $900,000.00
4965363 GILROY CA 95020 SFD 6.750 6.483 $1,815.43 360 1-Mar-29 $279,900.00
4965387 SACRAMENTO CA 95819 SFD 6.500 6.233 $2,001.76 360 1-Jan-29 $316,125.85
4965408 SAN FRANCISCO CA 94131 SFD 6.750 6.483 $1,816.08 360 1-Mar-29 $280,000.00
4965426 FREMONT CA 94539 SFD 7.125 6.500 $2,694.88 360 1-Mar-29 $400,000.00
4965441 SAN RAMON CA 94583 SFD 7.250 6.500 $2,092.24 360 1-Mar-29 $306,700.00
4965446 BURKE VA 22015 SFD 6.625 6.358 $1,920.94 360 1-Mar-29 $300,000.00
4965469 SAN DIEGO CA 92130 SFD 7.250 6.500 $2,387.62 360 1-Mar-29 $350,000.00
4965479 CARY NC 27511 SFD 7.250 6.500 $757.22 360 1-Mar-29 $111,000.00
4965483 SAN JOSE CA 95136 SFD 7.250 6.500 $2,019.25 360 1-Mar-29 $296,000.00
4965488 FAIRFAX STATION VA 22039 SFD 7.250 6.500 $1,916.58 360 1-Dec-28 $280,288.51
4965490 PALO ALTO CA 94306 SFD 7.125 6.500 $2,384.97 360 1-Mar-29 $354,000.00
4965507 WALNUT CREEK CA 94598 SFD 7.125 6.500 $3,638.09 360 1-Mar-29 $540,000.00
4965517 FREMONT CA 94539 SFD 7.250 6.500 $2,592.27 360 1-Mar-29 $380,000.00
4965518 MORGAN HILL CA 95037 SFD 7.125 6.500 $2,314.23 360 1-Mar-29 $343,500.00
4965533 HILLSBOROUGH CA 94010 SFD 7.250 6.500 $4,727.49 360 1-Mar-29 $693,000.00
4965540 LAKE TOXOWAY NC 28747 SFD 7.125 6.500 $4,145.39 360 1-Nov-28 $611,280.86
4965605 SAN JOSE CA 95129 SFD 7.125 6.500 $2,472.55 360 1-Feb-29 $366,706.51
4965611 FOSTER CITY CA 94404 SFD 7.250 6.500 $2,292.12 360 1-Nov-28 $334,941.99
4965618 YARDLEY PA 19067 SFD 7.000 6.500 $2,248.72 360 1-Nov-28 $335,867.41
4965625 SAN MATEO CA 94403 SFD 7.750 6.500 $2,256.70 360 1-Mar-29 $315,000.00
4965629 BEVERLY HILLS CA 90212 SFD 7.375 6.500 $2,714.35 360 1-Jan-29 $392,400.09
4965633 LAKE OZARK MO 65049 SFD 7.125 6.500 $1,717.98 360 1-Oct-28 $253,968.24
4965637 TIBURON CA 94920 SFD 7.125 6.500 $3,233.85 360 1-Mar-29 $480,000.00
4965641 SARATOGA CA 95070 SFD 7.125 6.500 $2,977.84 360 1-Mar-29 $442,000.00
4965644 BOULDER CREEK CA 95006 SFD 6.875 6.500 $1,610.14 360 1-Dec-28 $244,478.69
4965681 SAN JOSE CA 95120 SFD 7.000 6.500 $2,367.82 360 1-Feb-29 $355,608.26
4965701 WALNUT CREEK CA 94598 SFD 7.250 6.500 $1,828.24 360 1-Feb-29 $267,790.93
4965714 CUPERTINO CA 95014 SFD 7.375 6.500 $1,996.06 360 1-Mar-29 $289,000.00
4965716 ENCINITAS CA 92024 SFD 6.875 6.500 $2,233.56 360 1-Dec-28 $339,138.16
4965723 SUNNYVALE CA 94087 SFD 7.250 6.500 $2,571.81 360 1-Mar-29 $377,000.00
4965726 MOUNTAIN VIEW CA 94040 SFD 7.375 6.500 $2,127.28 360 1-Mar-29 $308,000.00
4965733 CARY NC 27511 SFD 6.875 6.500 $3,940.26 360 1-Mar-29 $599,800.00
4965746 NEWTON MA 02459 SFD 7.125 6.500 $2,274.47 360 1-Dec-28 $336,785.27
4965747 WOODSIDE CA 94062 SFD 6.750 6.483 $3,243.00 360 1-Mar-29 $500,000.00
4965756 SAN JOSE CA 95125 SFD 7.250 6.500 $3,479.10 360 1-Mar-29 $510,000.00
4965757 LAGUNA BEACH CA 92651 SFD 7.125 6.500 $2,773.70 360 1-Mar-29 $411,700.00
4965767 SANTA CLARITA CA 91351 SFD 7.250 6.500 $3,410.89 360 1-Mar-29 $500,000.00
4965789 PALO ALTO CA 94306 SFD 7.000 6.500 $2,095.71 360 1-Mar-29 $315,000.00
4965797 MOUNTAIN VIEW CA 94040 SFD 7.000 6.500 $3,226.72 360 1-Mar-29 $485,000.00
4965819 FREMONT CA 94539 SFD 7.125 6.500 $2,095.27 360 1-Mar-29 $311,000.00
4965820 SAN JOSE CA 95135 SFD 7.250 6.500 $2,421.73 360 1-Mar-29 $355,000.00
4965832 DANVILLE CA 94506 SFD 6.750 6.483 $2,432.25 360 1-Mar-29 $375,000.00
4965835 NORTHBROOK IL 60062 SFD 7.375 6.500 $1,954.62 360 1-Mar-29 $283,000.00
4965841 LA CANADA FLINTRIDGE CA 91011 SFD 7.250 6.500 $2,398.54 360 1-Mar-29 $351,600.00
4965843 SAN JOSE CA 95135 SFD 6.625 6.358 $1,876.12 360 1-Mar-29 $293,000.00
4965877 ROCHESTER MI 48302 SFD 7.625 6.500 $2,176.47 360 1-Jan-29 $307,053.46
4965885 SARATOGA CA 95070 SFD 7.000 6.500 $3,958.55 360 1-Mar-29 $595,000.00
4965895 UNION CITY CA 94587 SFD 7.250 6.500 $2,032.89 360 1-Mar-29 $298,000.00
4965898 HAYWARD CA 94544 SFD 7.125 6.500 $2,358.02 360 1-Mar-29 $350,000.00
4965900 SAN CARLOS CA 94070 SFD 7.250 6.500 $2,537.70 360 1-Jan-29 $371,417.85
4965905 SAN RAFAEL CA 94901 SFD 7.250 6.500 $4,795.70 360 1-Mar-29 $703,000.00
4965928 PINECREST FL 33156 SFD 7.250 6.500 $1,841.88 360 1-Mar-29 $270,000.00
4965944 NORTH PALM BEACH FL 33480 SFD 7.000 6.500 $1,995.91 360 1-Mar-29 $300,000.00
4965956 REDWOOD CITY CA 94061 SFD 7.250 6.500 $1,916.92 360 1-Mar-29 $281,000.00
4965959 LOS ANGELES CA 90046 SFD 7.250 6.500 $2,571.81 360 1-Mar-29 $377,000.00
4965967 HUNTINGTON BEACH CA 92648 SFD 7.000 6.500 $2,115.67 360 1-Mar-29 $318,000.00
4965973 CAMPBELL CA 95008 SFD 7.375 6.500 $3,833.25 360 1-Mar-29 $555,000.00
4966007 EL CAJON CA 92019 SFD 7.125 6.500 $1,750.32 360 1-Oct-28 $258,697.60
4966017 CHARLESTON WV 25304 SFD 7.250 6.500 $3,069.79 360 1-Dec-28 $448,768.24
4966020 SAN JOSE CA 95135 SFD 7.000 6.500 $2,235.42 360 1-Nov-28 $334,379.85
4966050 LUTHERVILLE MD 21093 SFD 6.875 6.500 $2,240.13 360 1-Dec-28 $340,135.62
4966051 DANA POINT CA 92629 SFD 7.250 6.500 $1,773.66 360 1-Nov-28 $259,181.37
4966068 NORWELL MA 02061 SFD 7.250 6.500 $2,217.08 360 1-Dec-28 $324,234.78
4966069 CARLSBAD CA 92008 SFD 7.250 6.500 $1,795.49 360 1-Dec-28 $262,580.31
4966074 MORGAN HILL CA 95037 SFD 7.625 6.500 $2,274.85 360 1-Dec-28 $320,697.70
4966075 BALLWIN MO 63021 SFD 7.000 6.500 $1,629.99 360 1-Nov-28 $244,189.65
4966078 CAMBRIDGE MA 02138 SFD 7.375 6.500 $2,127.28 360 1-Sep-28 $306,572.05
4966093 FULLERTON CA 92831 SFD 7.375 6.500 $2,348.30 360 1-Nov-28 $338,955.56
4966105 TIBURON CA 94920 LCO 6.750 6.483 $3,385.69 360 1-Mar-29 $522,000.00
4966120 SAN JOSE CA 95135 SFD 7.250 6.500 $2,435.37 360 1-Mar-29 $357,000.00
4966127 SAN JOSE CA 95125 SFD 6.875 6.500 $3,218.96 360 1-Mar-29 $490,000.00
4966131 CARLSBAD CA 92009 SFD 7.500 6.500 $1,761.32 360 1-Oct-28 $250,953.52
4966177 SAN FRANCISCO CA 94115 SFD 7.125 6.500 $2,482.66 360 1-Mar-29 $368,500.00
4966202 SARATOGA CA 95070 SFD 7.000 6.500 $2,528.15 360 1-Feb-29 $379,688.52
4966203 ANCHORAGE AK 99515 SFD 7.125 6.500 $2,977.84 360 1-Mar-29 $442,000.00
4966204 BIRMINGHAM AL 35242 SFD 6.625 6.358 $2,243.65 360 1-Nov-28 $349,153.12
4966224 VENTURA CA 93001 SFD 6.875 6.500 $2,542.31 360 1-Jan-29 $386,347.89
4966227 WILDWOOD MO 63021 SFD 7.500 6.500 $2,069.67 360 1-Nov-28 $295,113.06
4966230 SAN FRANCISCO CA 94122 SFD 6.875 6.500 $1,876.19 360 1-Mar-29 $285,600.00
4966240 UNION CITY CA 94587 SFD 7.000 6.500 $1,995.91 360 1-Jan-29 $299,506.75
4966247 MOORPARK CA 93021 SFD 6.875 6.500 $2,220.42 360 1-Jan-29 $337,430.45
4966265 SAN JOSE CA 95120 SFD 7.125 6.500 $2,324.33 360 1-Mar-29 $345,000.00
4966272 SUNNYVALE CA 94087 SFD 6.750 6.483 $1,860.83 360 1-Jan-29 $286,404.58
4966284 NAPA CA 94558 SFD 7.250 6.500 $2,319.40 360 1-Jan-29 $339,467.92
4966308 LIVERMORE CA 94550 SFD 6.875 6.500 $2,299.25 360 1-Jan-29 $349,410.23
4966359 REDWOOD CITY CA 94062 SFD 7.000 6.500 $4,098.27 360 1-Mar-29 $616,000.00
4966364 LAYTON UT 84040 SFD 7.125 6.500 $1,684.30 360 1-Feb-29 $249,800.08
4966444 BELLEVUE WA 98006 SFD 6.750 6.483 $2,766.28 360 1-Mar-29 $426,500.00
4966483 HUNTINGTON BEACH CA 92647 SFD 7.000 6.500 $1,969.30 360 1-Feb-29 $295,757.37
4966526 ANCHORAGE AK 99515 SFD 7.375 6.500 $3,388.11 360 1-Dec-28 $489,423.30
4966557 SAN LEANDRO CA 94580 SFD 7.375 6.500 $2,103.80 360 1-Dec-28 $303,900.38
4966578 DULUTH GA 30155 SFD 6.875 6.500 $1,642.98 360 1-Feb-29 $249,889.89
4966580 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $3,751.97 360 1-Mar-29 $550,000.00
4966595 GURNEE IL 60031 SFD 7.625 6.500 $2,151.70 360 1-Mar-29 $304,000.00
4966600 PLEASANTON CA 94588 SFD 7.125 6.500 $2,593.82 360 1-Feb-29 $384,692.12
4966615 DANVILLE CA 94506 SFD 7.125 6.500 $2,021.16 360 1-Feb-29 $299,760.09
4966617 RANCHO MURIETA CA 95683 SFD 7.250 6.500 $1,691.80 360 1-Jan-29 $247,611.90
4966684 FREMONT CA 94555 SFD 7.250 6.500 $1,951.03 360 1-Mar-29 $286,000.00
4966694 RIDGEFIELD CT 06877 SFD 7.125 6.500 $1,819.05 360 1-Mar-29 $270,000.00
4966699 RESTON VA 20191 SFD 6.875 6.500 $1,688.31 360 1-Dec-28 $256,348.54
4966715 SAN ANSELMO CA 94960 SFD 7.000 6.500 $2,761.01 360 1-Mar-29 $415,000.00
4966721 SAVANNAH GA 31411 SFD 6.875 6.500 $1,885.39 360 1-Feb-29 $286,758.88
4966738 NAPLES FL 34108 LCO 7.250 6.500 $2,728.71 360 1-Mar-29 $400,000.00
4966759 LOS GATOS CA 95032 SFD 7.000 6.500 $4,271.25 360 1-Mar-29 $642,000.00
4966774 LITTLE ROCK AR 72207 SFD 6.875 6.500 $2,207.28 360 1-Feb-29 $335,717.72
4966781 MONTROSE CA 91020 SFD 7.250 6.500 $1,848.70 360 1-Mar-29 $271,000.00
4966817 MEMPHIS TN 38125 SFD 6.875 6.500 $2,680.26 360 1-Feb-29 $407,657.24
4966819 CLAYTON CA 94517 SFD 7.250 6.500 $1,818.00 360 1-Mar-29 $266,500.00
4966840 FREMONT CA 94555 SFD 7.250 6.500 $1,739.55 360 1-Jan-29 $254,600.95
4966844 MERCER ISLAND WA 98040 SFD 6.750 6.483 $2,205.23 360 1-Mar-29 $340,000.00
4966868 SAN DIEGO CA 92122 SFD 7.250 6.500 $2,182.96 360 1-Jan-29 $319,499.25
4966871 CUPERTINO CA 95014 SFD 7.000 6.500 $3,193.46 360 1-Mar-29 $480,000.00
4966872 PORTOLA VALLEY CA 94028 SFD 7.125 6.500 $3,907.57 360 1-Mar-29 $580,000.00
4966919 BOISE ID 83706 SFD 6.875 6.500 $1,872.25 360 1-Feb-29 $284,760.57
4966936 DEPOT BAY OR 97341 SFD 7.250 6.500 $1,773.66 360 1-Feb-29 $259,797.17
4966988 SAN DIEGO CA 92131 SFD 7.125 6.500 $1,933.58 360 1-Mar-29 $287,000.00
4966997 WALNUT CREEK CA 94596 SFD 7.250 6.500 $1,971.49 360 1-Mar-29 $289,000.00
4967001 FULLERTON CA 92833 SFD 7.625 6.500 $1,868.58 360 1-Mar-29 $264,000.00
4967005 HERMOSA BEACH CA 90254 SFD 7.500 6.500 $2,352.86 360 1-Mar-29 $336,500.00
4967006 SARATOGA CA 95070 SFD 7.250 6.500 $2,124.98 360 1-Mar-29 $311,500.00
4967010 LOS ALTOS CA 94022 SFD 7.125 6.500 $2,108.74 360 1-Mar-29 $313,000.00
4967013 SAN JOSE CA 95125 SFD 7.375 6.500 $2,590.04 360 1-Mar-29 $375,000.00
4967015 CAMPBELL CA 95008 SFD 7.125 6.500 $3,705.46 360 1-Mar-29 $550,000.00
4967017 REDWOOD CITY CA 94061 SFD 7.250 6.500 $2,919.72 360 1-Mar-29 $428,000.00
4967018 DANVILLE CA 94506 SFD 7.375 6.500 $1,864.83 360 1-Feb-29 $269,794.54
4967020 SAN ANSELMO CA 94960 SFD 7.000 6.500 $3,770.27 360 1-Mar-29 $566,700.00
4967024 RANCHO STA MARGARITA CA 92688 SFD 7.500 6.500 $1,783.00 360 1-Mar-29 $255,000.00
4967047 SAN JOSE CA 95129 SFD 7.250 6.500 $2,912.90 360 1-Mar-29 $427,000.00
4967145 DEL MAR CA 92014 SFD 7.250 6.500 $1,985.14 360 1-Mar-29 $291,000.00
4967172 GILROY CA 95020 SFD 7.125 6.500 $2,647.71 360 1-Feb-29 $392,685.73
4967181 BOISE ID 83702 SFD 7.000 6.500 $2,341.86 360 1-Mar-29 $352,000.00
4967203 BELLEVUE WA 98008 SFD 6.750 6.483 $1,926.01 360 1-Feb-29 $296,694.34
4967223 SEATTLE WA 98112 SFD 6.750 6.483 $3,320.82 360 1-Feb-29 $511,559.18
4967291 CUPERTINO CA 95014 SFD 7.000 6.500 $2,714.44 360 1-Feb-29 $407,665.56
4967322 SAN JOSE CA 95129 SFD 7.125 6.500 $1,872.94 360 1-Mar-29 $278,000.00
4967354 SHERMAN OAKS CA 91423 SFD 7.250 6.500 $4,036.44 360 1-Mar-29 $591,700.00
4967401 WALNUT CREEK CA 94598 SFD 6.875 6.500 $2,529.18 360 1-Mar-29 $385,000.00
4967412 SAN FRANCISCO CA 94131 SFD 7.250 6.500 $1,964.67 360 1-Mar-29 $288,000.00
4967445 PALM DESERT CA 92260 SFD 7.125 6.500 $1,967.26 360 1-Feb-29 $291,766.49
4967520 SCOTTS VALLEY CA 95066 SFD 7.375 6.500 $2,072.03 360 1-Mar-29 $300,000.00
4967539 LOS ALTOS CA 94024 SFD 7.250 6.500 $3,219.88 360 1-Mar-29 $472,000.00
4967652 PALO ALTO CA 94303 SFD 7.375 6.500 $2,417.37 360 1-Mar-29 $350,000.00
4967680 LOS ANGELES CA 90035 SFD 7.250 6.500 $1,814.59 360 1-Mar-29 $266,000.00
4967742 HAILEY ID 83333 SFD 7.125 6.500 $1,958.50 360 1-Mar-29 $290,700.00
4967764 GREENBRAE CA 94904 SFD 7.250 6.500 $2,364.77 360 1-Mar-29 $346,650.00
4967769 KENTFIELD CA 94904 SFD 7.250 6.500 $2,264.83 360 1-Mar-29 $332,000.00
4967770 OAK PARK CA 91377 SFD 7.625 6.500 $1,964.13 360 1-Mar-29 $277,500.00
4967818 SAN RAFAEL CA 94901 SFD 6.875 6.500 $2,989.03 360 1-Mar-29 $455,000.00
4967820 SAN JOSE CA 95125 SFD 7.000 6.500 $1,729.79 360 1-Jan-29 $259,572.51
4967844 UNION CITY CA 94587 SFD 7.750 6.500 $1,547.46 360 1-Mar-29 $216,000.00
4967867 SAN JOSE CA 95119 SFD 6.750 6.483 $2,184.48 360 1-Mar-29 $336,800.00
4967884 SAN DIEGO CA 92131 SFD 7.375 6.500 $1,864.82 360 1-Jan-29 $269,587.85
4967922 HERMOSA BEACH CA 90254 SFD 7.000 6.500 $2,262.03 360 1-Mar-29 $340,000.00
4967933 LOS ANGELES CA 90066 SFD 7.125 6.500 $2,021.16 360 1-Mar-29 $300,000.00
4967973 MORAGA CA 94556 SFD 7.375 6.500 $2,020.23 360 1-Mar-29 $292,500.00
4967978 SAN JOSE CA 95131 SFD 7.125 6.500 $1,722.03 360 1-Mar-29 $255,600.00
4968017 SAN JOSE CA 95133 SFD 6.875 6.500 $2,624.44 360 1-Mar-29 $399,500.00
4968077 ENCINITAS CA 92024 SFD 7.375 6.500 $2,037.50 360 1-Feb-29 $294,775.52
4968085 BATTLE CREEK MI 49015 SFD 6.625 6.358 $2,305.12 360 1-Mar-29 $360,000.00
4968090 SAN CLEMENTE CA 92673 SFD 6.750 6.483 $2,131.62 360 1-Jan-29 $328,082.48
4968100 HOUSTON TX 77005 SFD 6.750 6.483 $2,379.71 360 1-Feb-29 $366,584.11
4968132 SAN JOSE CA 95126 SFD 7.375 6.500 $2,258.51 360 1-Mar-29 $327,000.00
4968179 FOSTER CITY CA 94404 LCO 7.250 6.500 $2,057.45 360 1-Mar-29 $301,600.00
4968267 FREMONT CA 94539 SFD 7.125 6.500 $2,492.76 360 1-Mar-29 $370,000.00
4968342 ALPHARETTA GA 30004 SFD 7.000 6.500 $1,873.50 360 1-Sep-28 $280,194.64
4968372 SARATOGA CA 95070 SFD 7.000 6.500 $3,526.11 360 1-Feb-29 $529,565.56
4968406 SUNNYVALE CA 94087 SFD 7.250 6.500 $2,919.72 360 1-Mar-29 $428,000.00
4968407 TIBURON CA 94920 SFD 7.000 6.500 $2,418.38 360 1-Mar-29 $363,500.00
4968446 PETALUMA CA 94954 SFD 7.375 6.500 $2,348.30 360 1-Mar-29 $340,000.00
4968518 LIVERMORE CA 94550 SFD 6.750 6.483 $2,166.32 360 1-Mar-29 $334,000.00
4968540 BOERNE TX 78006 SFD 7.000 6.500 $3,832.15 360 1-Mar-29 $576,000.00
4968583 LOS ALTOS CA 94024 SFD 6.750 6.483 $4,034.29 360 1-Mar-29 $622,000.00
4968605 WOODSIDE CA 94062 SFD 6.750 6.483 $4,196.43 360 1-Mar-29 $647,000.00
4968606 SUNNYVALE CA 94087 SFD 7.125 6.500 $2,694.88 360 1-Mar-29 $400,000.00
4968611 SANTA CLARA CA 95051 SFD 7.250 6.500 $1,760.02 360 1-Feb-29 $257,798.73
4968619 SUNNYVALE CA 94087 SFD 7.125 6.500 $1,843.97 360 1-Mar-29 $273,700.00
4968670 BERKELEY CA 94708 SFD 6.875 6.500 $2,233.56 360 1-Feb-29 $339,714.36
4968674 MORAGA CA 94556 SFD 7.125 6.500 $2,003.64 360 1-Feb-29 $297,162.17
4968694 FREMONT CA 94539 SFD 7.250 6.500 $2,046.53 360 1-Mar-29 $300,000.00
4968708 AUSTIN TX 78739 SFD 6.625 6.358 $1,619.99 360 1-Mar-29 $252,646.12
4968710 PALO ALTO CA 94303 SFD 8.000 6.500 $3,279.93 360 1-Mar-29 $447,000.00
4968761 BUCKINGHAM PA 18912 SFD 7.000 6.500 $1,320.63 360 1-Mar-29 $198,500.00
4968830 SAN MARTIN CA 95046 SFD 6.750 6.483 $1,705.82 360 1-Mar-29 $263,000.00
4968846 MARTINEZ CA 94553 SFD 6.875 6.500 $1,763.86 360 1-Mar-29 $268,500.00
4968878 AUSTIN TX 78730 SFD 7.625 6.500 $1,870.70 360 1-Mar-29 $264,300.00
4968887 CORTE MADERA CA 94925 SFD 6.625 6.358 $3,521.72 360 1-Mar-29 $550,000.00
4968916 FOSTER CITY CA 94404 SFD 6.750 6.483 $2,853.84 360 1-Mar-29 $440,000.00
4968920 DALY CITY CA 94015 SFD 7.250 6.500 $2,046.53 360 1-Feb-29 $299,765.97
4968935 LOS ANGELES CA 90077 SFD 6.875 6.500 $2,233.56 360 1-Feb-29 $339,714.36
4968938 SAN JOSE CA 95133 SFD 7.250 6.500 $2,419.68 360 1-Mar-29 $354,700.00
4968963 MORAGA CA 94556 SFD 7.375 6.500 $2,085.84 360 1-Mar-29 $302,000.00
4969003 SAN DIEGO CA 92123 SFD 7.000 6.500 $2,073.42 360 1-Jan-29 $311,137.59
4969015 SARATOGA CA 95070 SFD 7.750 6.500 $5,373.10 360 1-Mar-29 $750,000.00
4969022 WALNUT CREEK CA 94596 SFD 7.375 6.500 $2,161.82 360 1-Mar-29 $313,000.00
4969035 SAN RAMON CA 94583 SFD 7.375 6.500 $1,933.90 360 1-Mar-29 $280,000.00
4969050 FREMONT CA 94539 SFD 7.125 6.500 $3,427.88 360 1-Mar-29 $508,800.00
4969103 HOUSTON TX 77027 SFD 6.750 6.483 $3,113.28 360 1-Mar-29 $480,000.00
4969118 SAN JOSE CA 95120 SFD 7.125 6.500 $1,845.99 360 1-Mar-29 $274,000.00
4969127 FREMONT CA 94539 SFD 7.125 6.500 $2,896.99 360 1-Mar-29 $430,000.00
4969140 LOS ALTOS HILLS CA 94022 SFD 7.000 6.500 $3,991.82 360 1-Feb-29 $599,508.18
4969145 SAN JOSE CA 95138 SFD 7.125 6.500 $4,230.96 360 1-Mar-29 $628,000.00
4969163 RANCHO PALOS VERDE CA 90275 SFD 6.875 6.500 $2,170.50 360 1-Feb-29 $330,122.42
4969165 POTOMAC MD 20854 SFD 6.875 6.500 $2,463.49 360 1-Mar-29 $375,000.00
4969180 PORTOLA VALLEY CA 94028 SFD 6.625 6.358 $2,433.19 360 1-Mar-29 $380,000.00
4969184 SAN FRANCISCO CA 94131 SFD 7.375 6.500 $1,878.64 360 1-Mar-29 $272,000.00
4969204 LOS ALTOS CA 94024 SFD 7.000 6.500 $3,258.99 360 1-Mar-29 $489,850.00
4969235 CORONA DEL MAR CA 92625 SFD 7.125 6.500 $3,948.00 360 1-Mar-29 $586,000.00
4969238 SAN JOSE CA 95132 SFD 7.125 6.500 $1,926.84 360 1-Mar-29 $286,000.00
4969310 PARK CITY UT 84098 SFD 7.125 6.500 $2,373.51 360 1-Feb-29 $352,018.28
4969327 MONKTON MD 21111 SFD 6.750 6.483 $1,790.14 360 1-Mar-29 $276,000.00
4969344 ARCADIA CA 91006 SFD 7.250 6.500 $2,196.61 360 1-Mar-29 $322,000.00
4969363 PALO ALTO CA 94306 SFD 7.250 6.500 $2,592.27 360 1-Mar-29 $380,000.00
4969375 ALBANY CA 94706 SFD 6.875 6.500 $1,776.34 360 1-Feb-29 $270,172.83
4969398 SAN MARINO CA 91108 SFD 7.250 6.500 $2,353.51 360 1-Mar-29 $345,000.00
4969400 SAN DIEGO CA 92116 SFD 6.875 6.500 $2,824.79 360 1-Feb-29 $429,638.75
4969423 TORRANCE CA 90277 SFD 6.875 6.500 $2,161.30 360 1-Mar-29 $329,000.00
4969433 NORTHRIDGE CA 91326 SFD 7.250 6.500 $1,763.43 360 1-Mar-29 $258,500.00
4969435 DANVILLE CA 94526 SFD 6.875 6.500 $2,627.72 360 1-Feb-29 $399,663.95
4969483 SARATOGA CA 95070 SFD 7.000 6.500 $2,754.36 360 1-Mar-29 $414,000.00
4969488 SAN JOSE CA 95117 SFD 7.875 6.500 $2,138.96 360 1-Mar-29 $295,000.00
4969527 LIVERMORE CA 94550 SFD 6.625 6.358 $1,780.07 360 1-Mar-29 $278,000.00
4969547 EL CERRITO CA 94530 SFD 7.000 6.500 $1,816.28 360 1-Mar-29 $273,000.00
4969551 LOS GATOS CA 95032 SFD 7.125 6.500 $2,651.76 360 1-Mar-29 $393,600.00
4969561 DALLAS TX 75287 SFD 6.875 6.500 $2,627.72 360 1-Mar-29 $400,000.00
4969562 WATSONVILLE CA 95076 SFD 7.000 6.500 $2,800.93 360 1-Mar-29 $421,000.00
4969569 CUPERTINO CA 95014 SFD 7.250 6.500 $3,567.79 360 1-Mar-29 $523,000.00
4969605 SANTA CLARA CA 95051 SFD 7.500 6.500 $2,370.34 360 1-Mar-29 $339,000.00
4969614 ALAMO CA 94507 SFD 6.750 6.483 $2,432.25 360 1-Mar-29 $375,000.00
4969620 SAN DIEGO CA 92130 SFD 7.500 6.500 $2,175.96 360 1-Feb-29 $310,969.04
4969627 CUPERTINO CA 95014 SFD 7.375 6.500 $2,217.07 360 1-Feb-29 $320,755.74
4969752 ELLICOTT CITY MD 21042 SFD 6.750 6.483 $1,916.12 240 1-Mar-19 $252,000.00
4969819 RENTON WA 98059 SFD 7.125 6.500 $2,068.32 360 1-Mar-29 $307,000.00
4969842 YORKTOWN HEIGHTS NY 10598 SFD 7.500 6.500 $2,053.07 360 1-Mar-29 $293,625.00
4969845 HAYWARD CA 94542 SFD 6.500 6.233 $1,773.58 360 1-Jan-29 $280,091.30
4969850 ATLANTIC BEACH NY 11509 SFD 7.375 6.500 $1,574.74 360 1-Feb-29 $227,826.51
4969854 RIDGEFIELD CT 06877 SFD 7.000 6.500 $3,027.13 360 1-Mar-29 $455,000.00
4969872 RIVERSIDE CT 06878 SFD 6.500 6.233 $2,085.83 360 1-Mar-29 $330,000.00
4969899 TOPANGA CA 90290 SFD 7.250 6.500 $2,972.25 360 1-Mar-29 $435,700.00
4969910 MENLO PARK CA 94025 LCO 7.375 6.500 $1,740.51 360 1-Mar-29 $252,000.00
4969944 MILFORD CT 06460 SFD 7.250 6.500 $1,836.42 360 1-Mar-29 $269,200.00
4969972 SAN DIEGO CA 92130 SFD 7.125 6.500 $1,939.64 360 1-Mar-29 $287,900.00
4969979 WESTLAKE VILLAGE CA 91362 SFD 7.125 6.500 $2,425.39 360 1-Mar-29 $360,000.00
4970033 SALT LAKE CITY UT 84117 SFD 6.875 6.500 $2,023.35 360 1-Feb-29 $307,741.24
4970053 OAKLAND CA 94611 SFD 7.125 6.500 $2,000.95 360 1-Mar-29 $297,000.00
4970061 LOS ALTOS CA 94024 SFD 7.375 6.500 $4,195.86 360 1-Mar-29 $607,500.00
4970072 SAN JOSE CA 95123 SFD 7.000 6.500 $1,696.52 360 1-Feb-29 $254,790.98
4970085 MILLBRAE CA 94030 SFD 7.125 6.500 $2,843.10 360 1-Mar-29 $422,000.00
4970095 FREMONT CA 94539 SFD 7.000 6.500 $3,246.68 360 1-Mar-29 $488,000.00
4970137 SAN CARLOS CA 94070 SFD 7.000 6.500 $2,336.54 360 1-Jan-29 $350,622.57
4970144 FREMONT CA 94539 SFD 7.625 6.500 $2,498.52 360 1-Mar-29 $353,000.00
4970148 ALAMO CA 94507 SFD 6.750 6.483 $2,075.51 360 1-Feb-29 $319,724.49
4970173 FREMONT CA 94539 SFD 7.125 6.500 $1,997.58 360 1-Mar-29 $296,500.00
4970185 MOUNTAIN VIEW CA 94041 SFD 7.125 6.500 $1,933.58 360 1-Mar-29 $287,000.00
4970192 AUBURN CA 95602 SFD 6.875 6.500 $1,694.88 360 1-Feb-29 $257,783.25
4970237 SANTA BARBARA CA 93108 SFD 7.125 6.500 $3,826.73 360 1-Mar-29 $568,000.00
4970245 FREMONT CA 94539 SFD 7.375 6.500 $2,624.57 360 1-Mar-29 $380,000.00
4970265 SARATOGA CA 95070 SFD 7.375 6.500 $2,320.67 360 1-Mar-29 $336,000.00
4970310 PLEASANTON CA 94566 SFD 7.500 6.500 $2,237.49 360 1-Mar-29 $320,000.00
4970311 CHEVY CHASE MD 20815 SFD 7.125 6.500 $1,906.63 360 1-Mar-29 $283,000.00
4970314 BIRMINGHAM AL 35242 SFD 6.875 6.500 $1,718.86 360 1-Mar-29 $261,650.00
4970324 AUSTIN TX 78746 SFD 6.750 6.483 $2,952.42 360 1-Mar-29 $455,200.00
4970358 ANAHEIM CA 92808 SFD 7.125 6.500 $1,793.78 360 1-Mar-29 $266,250.00
4970413 PLEASANTON CA 94566 SFD 7.000 6.500 $1,829.58 360 1-Feb-29 $274,774.59
4970424 HUNTINGTON BEACH CA 92647 SFD 7.250 6.500 $1,978.31 360 1-Jan-29 $289,546.19
4970440 MORGAN HILL CA 95037 SFD 7.250 6.500 $2,892.43 360 1-Mar-29 $424,000.00
4970462 HAYWARD CA 94542 SFD 7.375 6.500 $2,009.87 360 1-Mar-29 $291,000.00
4970474 SANTA CRUZ CA 95060 SFD 6.500 6.233 $1,959.42 360 1-Mar-29 $310,000.00
4970495 SEATTLE WA 98199 SFD 6.875 6.500 $2,233.56 360 1-Feb-29 $339,714.36
4970511 FREMONT CA 94539 SFD 7.125 6.500 $2,021.16 360 1-Mar-29 $300,000.00
4970537 SAN JOSE CA 95123 SFD 6.625 6.358 $1,645.60 360 1-Mar-29 $257,000.00
4970600 SAN JOSE CA 95134 LCO 6.875 6.500 $1,644.95 360 1-Mar-29 $250,400.00
4970657 LIVERMORE CA 94550 SFD 7.375 6.500 $1,833.06 360 1-Mar-29 $265,400.00
4970714 FREMONT CA 94539 SFD 7.000 6.500 $3,093.66 360 1-Mar-29 $465,000.00
4970734 DANVILLE CA 94506 SFD 7.375 6.500 $1,954.62 360 1-Mar-29 $283,000.00
4970814 SARATOGA CA 95070 SFD 7.250 6.500 $2,530.88 360 1-Mar-29 $371,000.00
4970902 NEW ROCHELLE NY 10801 SFD 7.125 6.500 $1,886.42 360 1-Jan-29 $279,550.83
4970904 DANVILLE CA 94526 PUD 7.375 6.500 $1,695.61 360 1-Mar-29 $245,500.00
4970918 SAN DIEGO CA 92037 SFD 6.875 6.500 $3,179.54 360 1-Feb-29 $483,593.38
4970935 BEVERLY HILLS CA 90210 SFD 7.375 6.500 $5,449.43 360 1-Mar-29 $789,000.00
4970936 ORANGE CA 92869 SFD 6.625 6.358 $1,997.78 360 1-Mar-29 $312,000.00
4970945 FRUIT HEIGHTS UT 84037 SFD 7.000 6.500 $1,862.85 360 1-Jan-29 $279,539.63
4970946 SAN MATEO CA 94403 SFD 7.125 6.500 $2,444.26 360 1-Mar-29 $362,800.00
4970950 SANTA BARBARA CA 93111 SFD 7.250 6.500 $2,899.25 360 1-Feb-29 $424,668.46
4970963 DANVILLE CA 94526 SFD 7.000 6.500 $2,558.09 360 1-Mar-29 $384,500.00
4970987 PALO ALTO CA 94306 SFD 7.000 6.500 $2,887.42 360 1-Mar-29 $434,000.00
4971004 SANTA ROSA CA 95409 SFD 7.500 6.500 $1,887.88 360 1-Feb-29 $269,799.62
4971041 CASTLE ROCK CO 80104 SFD 7.250 6.500 $3,874.77 360 1-Mar-29 $568,000.00
4971057 ISSAQUAH WA 98029 SFD 6.750 6.483 $1,796.62 360 1-Feb-29 $276,761.51
4971095 YORBA LINDA CA 92886 SFD 6.750 6.483 $2,383.60 360 1-Mar-29 $367,500.00
4971112 SAN FRANCISCO CA 94105 LCO 7.000 6.500 $2,860.81 360 1-Mar-29 $430,000.00
4971150 MUKILTEO WA 98275 SFD 7.000 6.500 $2,013.21 360 1-Mar-29 $302,600.00
4971156 SAN JOSE CA 95120 SFD 6.750 6.483 $2,062.55 360 1-Mar-29 $318,000.00
4971167 DUXBURY MA 02332 SFD 6.375 6.108 $1,996.39 360 1-Mar-29 $320,000.00
4971171 ALPHARETTA GA 30022 SFD 7.000 6.500 $3,279.95 360 1-Mar-29 $493,000.00
4971198 SANTA BARBARA CA 93109 SFD 7.000 6.500 $1,995.91 360 1-Mar-29 $300,000.00
4971205 BODEGA BAY CA 94923 SFD 7.125 6.500 $2,384.97 360 1-Mar-29 $354,000.00
4971209 SAN JOSE CA 95129 SFD 7.375 6.500 $1,968.43 360 1-Mar-29 $285,000.00
4971250 MILPITAS CA 95035 SFD 7.250 6.500 $1,841.88 360 1-Mar-29 $270,000.00
4971300 CORAL GABLES FL 33156 SFD 7.375 6.500 $2,417.37 360 1-Mar-29 $350,000.00
4971355 JAMUL CA 91935 SFD 7.375 6.500 $2,208.78 360 1-Jan-29 $319,024.68
4971371 PISMO BEACH CA 93449 SFD 7.000 6.500 $2,245.40 360 1-Jan-29 $336,945.09
4971375 VENTURA CA 93001 SFD 6.875 6.500 $1,708.02 360 1-Feb-29 $259,781.56
4971390 OAKLAND CA 94610 SFD 7.000 6.500 $1,257.42 360 1-Feb-29 $188,845.08
4971410 SAN DIEGO CA 92109 SFD 6.500 6.233 $3,872.68 360 1-Feb-29 $612,146.11
4971432 JAMUL CA 91935 SFD 7.375 6.500 $2,141.09 360 1-Jan-29 $309,526.78
4971454 RANCHO MIRAGE CA 92270 SFD 7.375 6.500 $4,423.77 360 1-Jan-29 $638,686.75
4971478 UNION NJ 07083 SFD 7.375 6.500 $922.05 360 1-Jan-29 $133,296.20
4971510 OCEANSIDE CA 92057 SFD 7.125 6.500 $1,805.57 360 1-Feb-29 $267,785.68
4971528 MERRICK NY 11566 SFD 7.375 6.500 $2,099.66 360 1-Jan-29 $303,535.92
4971542 SARATOGA CA 95070 SFD 7.125 6.500 $3,548.35 360 1-Mar-29 $526,680.00
4971543 SHERMAN OAKS CA 91423 SFD 6.875 6.500 $2,443.78 360 1-Feb-29 $371,687.47
4971564 ROWLAND HEIGHTS CA 91748 SFD 7.250 6.500 $1,749.78 360 1-Jan-29 $255,846.87
4971580 NEWPORT COAST CA 92657 SFD 7.125 6.500 $3,826.72 360 1-Jan-29 $567,088.86
4971587 ROCKPORT MA 01966 SFD 7.375 6.500 $1,709.42 360 1-Jan-29 $247,122.19
4971595 NORTH BRANFORD CT 06471 LCO 7.500 6.500 $474.07 360 1-Jan-29 $67,699.05
4971597 MURRIETA CA 92562 SFD 7.375 6.500 $2,306.86 360 1-Jan-29 $333,054.43
4971602 LAGUNA HILLS CA 92653 SFD 7.750 6.500 $3,886.54 360 1-Mar-29 $542,500.00
4971603 WATSONVILLE CA 95076 SFD 7.000 6.500 $758.44 360 1-Feb-29 $113,906.56
4971609 LOGANVILLE GA 30052 SFD 7.250 6.500 $934.59 360 1-Jan-29 $136,785.59
4971619 BROOKLINE MA 02146 SFD 7.375 6.500 $3,108.04 360 1-Jan-29 $449,313.07
4971631 PORTLAND OR 97219 SFD 7.375 6.500 $1,722.54 360 1-Feb-29 $249,210.23
4971642 CARLSBAD CA 92009 SFD 7.000 6.500 $3,188.13 360 1-Feb-29 $478,807.20
4971650 CALUMET CITY IL 60409 SFD 7.375 6.500 $448.94 360 1-Jan-29 $64,900.78
4971663 ALAMO CA 94507 SFD 7.250 6.500 $2,264.83 360 1-Mar-29 $332,000.00
4971676 BELMONT CA 94002 SFD 7.375 6.500 $2,610.76 360 1-Mar-29 $378,000.00
4971697 MERIETTA GA 30067 SFD 7.000 6.500 $2,035.83 360 1-Mar-29 $306,000.00
4971698 BERWYN IL 60402 SFD 7.000 6.500 $335.32 360 1-Feb-29 $50,358.68
4971702 THOUSAND OAKS CA 91362 SFD 7.750 6.500 $1,891.33 360 1-Feb-29 $263,813.67
4971704 BALTIMORE MD 21057 SFD 7.125 6.500 $1,924.14 360 1-Feb-29 $285,371.61
4971712 SAN DIEGO CA 92124 LCO 7.125 6.500 $786.90 360 1-Feb-29 $116,706.60
4971717 SAN CLEMENTE CA 92673 SFD 6.875 6.500 $1,818.38 360 1-Feb-29 $276,567.45
4971738 CUPERTINO CA 95014 SFD 7.750 6.500 $4,262.66 360 1-Mar-29 $595,000.00
4971743 SANTA CLARITA CA 91350 SFD 7.250 6.500 $1,468.04 360 1-Feb-29 $215,032.13
4971774 SAN MATEO CA 94403 SFD 7.500 6.500 $2,097.65 360 1-Mar-29 $300,000.00
4971800 LAFAYETTE CA 94549 SFD 7.125 6.500 $2,061.58 360 1-Mar-29 $306,000.00
4971812 MENLO PARK CA 94025 SFD 7.125 6.500 $1,967.26 360 1-Mar-29 $292,000.00
4971816 DANVILLE CA 94506 SFD 7.125 6.500 $4,904.68 360 1-Mar-29 $728,000.00
4971822 HUNTINGTON BEACH CA 92646 SFD 7.375 6.500 $1,851.01 360 1-Mar-29 $268,000.00
4971829 REDWOOD CITY CA 94062 SFD 7.250 6.500 $2,319.40 360 1-Mar-29 $340,000.00
4971901 YORBA LINDA CA 92887 SFD 7.375 6.500 $2,179.09 360 1-Mar-29 $315,500.00
4971904 REDWOOD CITY CA 94065 SFD 7.250 6.500 $2,094.29 360 1-Mar-29 $307,000.00
4971980 SAN DIEGO CA 92130 SFD 7.250 6.500 $2,026.07 360 1-Mar-29 $297,000.00
4972156 SAN FRANCISCO CA 94114 SFD 7.125 6.500 $1,837.24 360 1-Feb-29 $272,481.92
4972168 SANTA CLARA CA 95051 SFD 7.125 6.500 $3,247.33 360 1-Mar-29 $482,000.00
4972176 CUPERTINO CA 95014 SFD 6.500 6.233 $1,687.63 360 1-Mar-29 $267,000.00
4972210 RALEIGH NC 27615 SFD 6.750 6.483 $1,786.89 360 1-Mar-29 $275,500.00
4972279 ATHENS GA 30606 SFD 6.875 6.500 $1,673.20 360 1-Mar-29 $254,700.00
4972356 ACTON AREA CA 93510 SFD 7.000 6.500 $1,696.53 360 1-Feb-29 $254,790.97
4972365 HERMOSA BEACH CA 90254 SFD 7.375 6.500 $2,548.60 360 1-Feb-29 $368,719.21
4972428 WALNUT CREEK CA 94598 SFD 7.125 6.500 $2,149.17 360 1-Mar-29 $319,000.00
4972433 ARCADIA CA 91006 SFD 7.375 6.500 $2,652.19 360 1-Feb-29 $383,707.81
4972452 REDONDO BEACH CA 90277 SFD 7.375 6.500 $2,703.99 360 1-Jan-29 $390,902.37
4972461 LAGUNA HILLS CA 92653 SFD 7.000 6.500 $3,259.98 360 1-Feb-29 $489,598.35
4972470 PLEASANT HILL CA 94523 SFD 7.000 6.500 $1,839.56 360 1-Feb-29 $276,273.36
4972476 HOUSTON TX 77024 SFD 6.750 6.483 $4,844.38 360 1-Mar-29 $746,900.00
4972480 ANNAPOLIS MD 21401 SFD 6.625 6.358 $2,162.97 360 1-Feb-29 $337,501.97
4972486 SUNNYVALE CA 94087 SFD 7.125 6.500 $2,684.77 360 1-Mar-29 $398,500.00
4972487 DOVE CANYON AREA CA 92679 SFD 6.875 6.500 $1,937.95 360 1-Feb-29 $294,752.15
4972493 LOS ANGELES CA 90034 SFD 7.000 6.500 $1,995.91 360 1-Feb-29 $299,754.09
4972497 LOS GATOS CA 95030 SFD 7.000 6.500 $2,375.13 360 1-Feb-29 $356,707.37
4972513 LONG BEACH CA 90807 SFD 7.250 6.500 $1,910.09 360 1-Feb-29 $279,781.58
4972516 PLANO TX 75093 SFD 6.750 6.483 $1,686.36 360 1-Feb-29 $259,776.14
4972521 HAWTHORN WOODS IL 60047 SFD 7.125 6.500 $2,203.06 360 1-Feb-29 $326,738.50
4972532 LA JOLLA CA 92037 SFD 7.000 6.500 $2,195.50 360 1-Feb-29 $329,729.50
4972534 SIGNAL HILL CA 90804 SFD 7.250 6.500 $1,991.95 360 1-Feb-29 $291,772.22
4972541 RIVERTON UT 84065 SFD 7.500 6.500 $1,251.59 360 1-Feb-29 $178,867.16
4972545 SAN JOSE CA 95118 SFD 7.250 6.500 $1,637.22 360 1-Feb-29 $239,812.78
4972556 WEXFORD PA 15090 SFD 6.750 6.483 $3,580.27 360 1-Feb-29 $551,524.73
4972559 PHILADELPHIA PA 19116 SFD 6.625 6.358 $704.34 360 1-Feb-29 $109,902.95
4972561 MESA AZ 85205 SFD 7.000 6.500 $2,797.60 360 1-Feb-29 $420,095.25
4972817 MILL VALLEY CA 94941 SFD 7.250 6.500 $2,869.92 360 1-Mar-29 $420,700.00
4972819 ROSS CA 94957 SFD 7.000 6.500 $3,326.52 360 1-Mar-29 $500,000.00
4972911 SOUTH SAN FRANCISCO CA 94080 SFD 7.250 6.500 $2,687.77 360 1-Jan-29 $393,383.43
4972966 NEWBURY PARK CA 91320 SFD 7.000 6.500 $2,874.11 360 1-Mar-29 $432,000.00
4972976 SAN RAFAEL CA 94901 SFD 7.000 6.500 $4,324.47 360 1-Mar-29 $650,000.00
4972999 CLINTON CT 06413 SFD 7.125 6.500 $1,088.39 360 1-Jan-29 $161,290.86
4973011 STROUDSBURG PA 18360 SFD 6.750 6.483 $2,594.40 360 1-Mar-29 $400,000.00
4973049 ALISO VIEJO CA 92656 SFD 6.875 6.500 $1,862.40 360 1-Mar-29 $283,500.00
4973060 FLETCHER NC 28732 SFD 7.125 6.500 $2,376.88 360 1-Feb-29 $352,517.87
4973177 SAN JOSE CA 95118 SFD 6.875 6.500 $2,343.27 360 1-Mar-29 $356,700.00
4973193 STUDIO CITY CA 91604 SFD 7.250 6.500 $2,711.66 360 1-Mar-29 $397,500.00
4973273 BOCA RATON FL 33498 SFD 7.000 6.500 $1,962.65 360 1-Mar-29 $295,000.00
4973307 AUBURN CA 95603 SFD 6.875 6.500 $2,364.94 360 1-Feb-29 $359,697.56
4973309 PALO ALTO CA 94306 SFD 7.125 6.500 $2,203.06 360 1-Mar-29 $327,000.00
4973345 ANAHEIM CA 92808 PUD 7.125 6.500 $2,128.96 360 1-Mar-29 $316,000.00
4973358 OREM UT 84097 SFD 7.125 6.500 $2,428.42 360 1-Feb-29 $360,161.75
4973384 BELMONT CA 94002 SFD 7.000 6.500 $3,564.70 360 1-Mar-29 $535,800.00
4973411 SHINGLE SPRINGS CA 95682 SFD 7.375 6.500 $2,624.57 360 1-Feb-29 $379,710.85
4973437 GLENVIEW IL 60025 SFD 7.000 6.500 $2,993.87 360 1-Mar-29 $450,000.00
4973439 LOS ANGELES CA 90068 SFD 6.750 6.483 $1,945.79 360 1-Feb-29 $299,741.71
4973499 UNION CITY CA 94587 SFD 6.875 6.500 $1,783.57 360 1-Mar-29 $271,500.00
4973550 SAN JOSE CA 95121 SFD 7.375 6.500 $2,590.04 360 1-Mar-29 $375,000.00
4973551 SAN RAFAEL CA 94901 SFD 7.000 6.500 $5,023.04 360 1-Feb-29 $754,381.13
4973668 BONITA SPRINGS FL 34134 SFD 7.000 6.500 $1,676.57 360 1-Mar-29 $252,000.00
4973741 WINHALL VT 05340 SFD 7.250 6.500 $2,899.25 360 1-Mar-29 $425,000.00
4973760 SUNNYVALE CA 94087 SFD 7.375 6.500 $2,537.55 360 1-Mar-29 $367,400.00
4973762 DALY CITY CA 94014 SFD 7.375 6.500 $2,349.68 360 1-Mar-29 $340,200.00
4973776 CUPERTINO CA 95014 SFD 7.375 6.500 $2,225.36 360 1-Mar-29 $322,200.00
4973792 GREENBRAE CA 94904 PUD 7.250 6.500 $1,848.70 360 1-Mar-29 $271,000.00
4973815 CLEARWATER FL 34615 SFD 7.375 6.500 $1,768.13 360 1-Mar-29 $256,000.00
4973818 SAN DIEGO CA 92130 SFD 7.250 6.500 $2,271.65 360 1-Feb-29 $332,740.23
4973870 ATLANTA GA 30350 SFD 7.500 6.500 $3,055.57 360 1-Mar-29 $437,000.00
4973981 SAN BRUNO CA 94066 SFD 7.500 6.500 $1,817.96 360 1-Dec-28 $259,415.44
4973997 KINGWOOD TX 77345 SFD 7.125 6.500 $1,905.28 360 1-Sep-28 $281,422.78
4974023 CHADDS FORD PA 19317 SFD 6.125 5.858 $2,989.45 360 1-Dec-28 $490,558.06
4974033 SARASOTA FL 34242 SFD 6.875 6.500 $2,050.60 360 1-Nov-28 $311,091.99
4974035 WASHINGTON DC 20012 SFD 7.125 6.500 $2,506.24 360 1-Oct-28 $370,146.29
4974046 CUYAHOGA FALLS OH 44223 SFD 7.000 6.500 $2,674.52 360 1-Dec-28 $401,005.67
4974060 COLUMBIA MD 21044 SFD 7.125 6.500 $1,990.84 360 1-Nov-28 $294,546.32
4974082 TRURO MA 02666 SFD 7.375 6.500 $1,795.76 360 1-Sep-28 $258,794.56
4974094 SUMNER WA 98390 SFD 7.125 6.500 $2,944.15 360 1-Dec-28 $435,945.38
4974096 STUART FL 34997 SFD 7.000 6.500 $1,729.79 360 1-Mar-29 $260,000.00
4974099 SPRINGFIELD MO 65809 SFD 7.125 6.500 $2,694.87 360 1-Dec-28 $399,034.69
4974114 SAN JOSE CA 95125 SFD 7.375 6.500 $2,092.75 360 1-Mar-29 $303,000.00
4974122 LA JOLLA CA 92037 SFD 7.750 6.500 $2,290.37 360 1-Apr-28 $317,017.22
4974137 CHEVY CHASE MD 20815 SFD 7.000 6.500 $4,324.47 360 1-Nov-28 $647,850.07
4974141 BELLE MEAD NJ 08502 SFD 7.125 6.500 $3,125.72 360 1-Dec-28 $462,830.33
4974165 ISSAQUAH WA 98029 SFD 7.375 6.500 $2,629.75 360 1-Dec-28 $379,875.48
4974167 SEA CLIFF NY 11579 SFD 8.000 6.500 $1,860.83 360 1-Nov-28 $252,912.52
4974178 SAN FRANCISCO CA 94127 SFD 7.125 6.500 $2,634.24 360 1-Dec-28 $390,056.39
4974191 SAN PEDRO CA 90732 SFD 6.750 6.483 $2,497.11 360 1-Mar-29 $385,000.00
4974230 PASADENA MD 21122 SFD 6.875 6.500 $1,729.37 360 1-Nov-28 $262,357.70
4974245 HOLLISTER CA 95023 SFD 7.125 6.500 $1,751.67 360 1-Mar-29 $260,000.00
4974249 NORTON MA 02766 SFD 7.250 6.500 $2,121.57 360 1-Dec-28 $307,231.41
4974270 DAVIE FL 33330 SFD 7.500 6.500 $2,097.64 360 1-Dec-28 $299,327.90
4974284 ALPHARETTA GA 30004 SFD 6.875 6.500 $2,272.97 360 1-Oct-28 $344,478.71
4974295 DALLAS TX 75229 SFD 7.125 6.500 $2,107.06 360 1-Dec-28 $311,995.22
4974301 MOUNTAIN LAKES NJ 07046 SFD 7.000 6.500 $1,969.30 360 1-Dec-28 $295,267.85
4974315 SCOTTSDALE AZ 85262 SFD 6.875 6.500 $1,746.12 360 1-Nov-28 $264,899.07
4974326 DENVER CO 80206 SFD 7.375 6.500 $1,761.22 360 1-Dec-28 $254,414.32
4974327 ARLINGTON MA 02174 SFD 7.125 6.500 $2,182.85 360 1-Nov-28 $322,954.34
4974358 NORTH BRUNSWICK NJ 08902 SFD 7.375 6.500 $1,705.97 360 1-Nov-28 $246,155.42
4974359 SAN ANSELMO CA 94960 SFD 7.125 6.500 $4,210.75 360 1-Oct-28 $622,471.09
4974369 ATHERTON CA 94027 SFD 6.625 6.358 $3,905.90 360 1-Feb-29 $609,461.81
4974370 MONROE WA 98272 SFD 7.000 6.500 $2,242.07 360 1-Nov-28 $335,382.94
4974380 YORBA LINDA CA 92886 SFD 7.250 6.500 $2,489.95 360 1-Dec-28 $364,140.61
4974392 LIVERMORE CA 94550 SFD 6.875 6.500 $1,595.69 360 1-Dec-28 $242,284.26
4974536 CUPERTINO CA 95014 SFD 7.375 6.500 $2,210.17 360 1-Mar-29 $320,000.00
4974558 ALTADENA CA 91001 SFD 6.750 6.483 $2,691.69 360 1-Mar-29 $415,000.00
4974607 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $2,398.54 360 1-Mar-29 $351,600.00
4974641 POWAY CA 92064 SFD 6.750 6.483 $2,918.70 360 1-Mar-29 $450,000.00
4974656 SAN JOSE CA 95148 SFD 7.250 6.500 $2,182.96 360 1-Feb-29 $319,750.37
4974679 SANTA ROSA CA 95402 SFD 7.500 6.500 $2,552.13 360 1-Feb-29 $364,729.12
4974701 SANTA CRUZ CA 95060 SFD 7.250 6.500 $3,410.88 360 1-Feb-29 $499,609.95
4974757 EL SEGUNDO CA 90245 SFD 7.000 6.500 $2,400.42 360 1-Mar-29 $360,800.00
4974829 MERIDIAN ID 83642 SFD 7.000 6.500 $1,829.58 360 1-Mar-29 $275,000.00
4974942 SARATOGA CA 95070 SFD 7.250 6.500 $2,026.07 360 1-Mar-29 $297,000.00
4975005 DANA POINT CA 92629 SFD 7.375 6.500 $2,935.37 360 1-Mar-29 $425,000.00
4975271 MILL VALLEY CA 94941 SFD 7.500 6.500 $2,625.55 360 1-Feb-29 $375,221.33
4975289 CAMARILLO CA 93010 SFD 7.000 6.500 $1,649.95 360 1-Dec-28 $247,386.57
4975324 SAN JOSE CA 95133 SFD 7.250 6.500 $1,732.73 360 1-Nov-28 $253,200.20
4975372 PORTLAND OR 97219 SFD 7.250 6.500 $1,790.71 360 1-Dec-28 $261,881.96
4975406 SAN DIEGO CA 92122 SFD 7.250 6.500 $1,739.55 360 1-Mar-29 $255,000.00
4975620 ENCINITAS CA 92024 SFD 7.125 6.500 $3,301.23 360 1-Mar-29 $490,000.00
4975735 CUPERTINO CA 95014 SFD 7.875 6.500 $2,283.97 360 1-Mar-29 $315,000.00
4975953 HUNTINGTON BEACH CA 92648 SFD 7.375 6.500 $1,830.29 360 1-Feb-29 $264,798.36
4975999 DANVILLE CA 94506 SFD 7.125 6.500 $2,290.65 360 1-Mar-29 $340,000.00
4976073 MANHATTAN BEACH CA 90266 LCO 7.000 6.500 $2,960.60 360 1-Dec-28 $443,899.30
4976118 TARZANA CA 91356 SFD 7.000 6.500 $2,268.69 360 1-Feb-29 $340,720.48
4976146 REDWOOD CITY CA 94065 LCO 7.125 6.500 $2,075.05 360 1-Dec-28 $307,256.70
4976187 SANTA ROSA CA 95405 SFD 7.250 6.500 $2,493.01 360 1-Feb-29 $365,164.92
4976285 LONG BEACH CA 90814 SFD 7.000 6.500 $2,561.42 360 1-Feb-29 $384,684.41
4976316 LAFAYETTE CA 94549 SFD 7.375 6.500 $2,182.53 360 1-Feb-29 $315,759.56
4976349 CAMPBELL CA 95008 SFD 7.125 6.500 $2,324.33 360 1-Mar-29 $345,000.00
4976488 HOUSTON TX 77069 SFD 6.750 6.483 $2,023.63 360 1-Mar-29 $312,000.00
4976566 PRINCETON NJ 08540 SFD 7.000 6.500 $5,975.09 360 1-Mar-29 $898,100.00
4976580 SOUTHLAKE TX 76092 SFD 6.875 6.500 $2,177.40 360 1-Feb-29 $331,171.53
4976676 SALT LAKE CITY UT 84108 SFD 7.375 6.500 $1,958.06 360 1-Jan-29 $283,067.24
4976692 SAN FRANCISCO CA 94122 SFD 7.250 6.500 $1,916.92 360 1-Mar-29 $281,000.00
4976721 SAN CLEMENTE CA 92673 SFD 7.375 6.500 $2,168.72 360 1-Feb-29 $313,761.07
4976745 ANAHEIM CA 92808 SFD 7.375 6.500 $2,234.34 360 1-Feb-29 $323,253.84
4976752 HUNTINGTON BEACH CA 92648 SFD 6.500 6.233 $2,692.61 360 1-Feb-29 $425,614.89
4976803 TRABUCO CANYON CA 92679 SFD 7.000 6.500 $1,696.53 360 1-Feb-29 $254,790.97
4976830 CALABASAS CA 91302 SFD 6.875 6.500 $3,836.47 360 1-Feb-29 $583,509.37
4976844 PLAYA DEL REY AREA CA 90293 SFD 7.250 6.500 $2,762.82 360 1-Feb-29 $404,684.06
4976845 DEL MAR CA 92014 SFD 7.375 6.500 $3,370.50 360 1-Feb-29 $487,628.67
4976856 CORTE MADERA CA 94925 SFD 7.500 6.500 $2,426.28 360 1-Mar-29 $347,000.00
4976880 SAN DIEGO CA 92037 SFD 7.000 6.500 $2,335.22 360 1-Feb-29 $350,712.28
4976900 SANTA BARBARA CA 93111 SFD 7.250 6.500 $3,253.99 360 1-Mar-29 $477,000.00
4976918 SAN JOSE CA 95120 SFD 7.000 6.500 $2,876.11 360 1-Mar-29 $432,300.00
4976922 LOS ANGELES CA 90008 SFD 6.875 6.500 $2,217.14 360 1-Feb-29 $337,216.45
4976938 SARATOGA CA 95070 SFD 7.000 6.500 $2,195.50 360 1-Feb-29 $329,729.50
4976951 SAN RAFAEL CA 94901 SFD 7.250 6.500 $2,174.44 360 1-Feb-29 $318,501.35
4976962 GILROY CA 95020 SFD 7.000 6.500 $1,896.12 360 1-Jan-29 $284,531.40
4976966 FAYETTEVILLE AR 72701 SFD 7.000 6.500 $1,783.68 360 1-Feb-29 $267,880.24
4976977 SANTA CRUZ CA 95065 SFD 6.875 6.500 $4,092.67 360 1-Feb-29 $622,476.60
4976994 PLEASANTON CA 94588 SFD 7.125 6.500 $2,182.85 360 1-Feb-29 $323,740.90
4977042 SAN JOSE CA 95120 SFD 7.375 6.500 $2,507.15 360 1-Feb-29 $362,723.79
4977124 WESTON CT 06883 SFD 6.875 6.500 $3,613.11 360 1-Feb-29 $549,537.94
4977160 ORANGEBURG NY 10962 SFD 7.000 6.500 $2,102.36 360 1-Feb-29 $315,740.97
4977179 DALLAS TX 75252 SFD 6.875 6.500 $1,994.44 360 1-Mar-29 $303,600.00
4977181 NOVATO CA 94947 SFD 7.250 6.500 $2,060.18 360 1-Mar-29 $302,000.00
4977201 EASTON CT 06612 SFD 7.125 6.500 $1,933.57 360 1-Feb-29 $286,770.49
4977304 NEEDHAM MA 02192 SFD 6.750 6.483 $3,418.12 360 1-Mar-29 $527,000.00
4977332 MENLO PARK CA 94025 SFD 7.000 6.500 $1,938.36 360 1-Mar-29 $291,350.00
4977335 LITTLETON CO 80128 SFD 7.000 6.500 $3,723.70 360 1-Mar-29 $559,700.00
4977351 SAN FRANCISCO CA 94127 SFD 6.750 6.483 $2,433.55 360 1-Mar-29 $375,200.00
4977619 CORONADO CA 92118 SFD 7.375 6.500 $1,906.27 360 1-Feb-29 $275,789.98
4977627 HALF MOON BAY CA 94019 SFD 6.875 6.500 $2,364.95 360 1-Mar-29 $360,000.00
4977651 SAN FRANCISCO CA 94127 SFD 7.000 6.500 $1,995.91 360 1-Feb-29 $299,754.09
4977667 MENIFEE CA 92584 SFD 7.375 6.500 $690.68 360 1-Feb-29 $99,923.91
4977672 VILLA PARK CA 92667 SFD 7.000 6.500 $2,927.34 360 1-Feb-29 $439,639.33
4977674 FREMONT CA 94555 SFD 7.250 6.500 $1,788.67 360 1-Feb-29 $261,995.46
4977679 MANHATTAN BEACH CA 90266 SFD 7.000 6.500 $3,492.84 360 1-Feb-29 $524,569.66
4977685 CYPRESS CA 90630 SFD 6.750 6.483 $2,101.46 360 1-Feb-29 $323,721.04
4977686 NORTHRIDGE AREA LOS ANGEL CA 91326 SFD 7.375 6.500 $1,875.19 360 1-Jan-29 $271,085.53
4977705 LONG BEACH CA 90803 SFD 6.875 6.500 $3,996.10 360 1-Feb-29 $607,788.95
4977708 LAGUNA NIGUEL CA 92677 SFD 7.250 6.500 $1,780.49 360 1-Feb-29 $260,796.39
4977713 SCOTTSDALE AZ 85262 SFD 7.625 6.500 $2,744.82 360 1-Feb-29 $387,519.33
4977732 SAN JOSE CA 95125 SFD 6.625 6.358 $2,225.08 360 1-Feb-29 $347,193.41
4977746 RANCHO PALOS VERDES CA 90275 SFD 7.000 6.500 $2,674.52 360 1-Feb-29 $401,670.48
4977761 COSTA MESA CA 92626 SFD 7.375 6.500 $1,942.53 360 1-Mar-29 $281,250.00
4977762 SAN JOSE CA 95148 SFD 6.875 6.500 $1,701.45 360 1-Feb-29 $258,782.40
4977771 MANHATTAN BEACH CA 90266 SFD 7.375 6.500 $3,168.48 360 1-Feb-29 $458,400.93
4977804 SAN DIEGO CA 92116 SFD 7.250 6.500 $1,923.74 360 1-Feb-29 $281,780.01
4977808 VALLEY CENTER CA 92082 SFD 7.500 6.500 $1,764.82 360 1-Feb-29 $252,212.68
4977817 CYPRESS CA 90630 SFD 7.000 6.500 $2,037.83 360 1-Feb-29 $306,048.92
4977820 EL GRANADA CA 94018 SFD 7.375 6.500 $2,096.20 360 1-Mar-29 $303,500.00
4977829 SOLANA BEACH CA 92075 SFD 7.000 6.500 $1,853.54 360 1-Feb-29 $278,371.63
4977836 SOUTH PASADENA CA 91030 SFD 7.375 6.500 $2,956.09 360 1-Feb-29 $427,674.33
4977852 SILVER SPRING MD 20905 SFD 7.375 6.500 $2,959.55 360 1-Feb-29 $428,173.94
4978027 CERRITOS CA 90703 SFD 7.500 6.500 $3,266.74 360 1-Feb-29 $466,853.26
4978221 MIAMI BEACH FL 33140 HCO 6.875 6.500 $1,970.79 360 1-Mar-29 $300,000.00
4978280 EVANSTON IL 60202 SFD 7.375 6.500 $2,348.30 360 1-Mar-29 $340,000.00
4978295 GREENWICH CT 06807 MF2 7.375 6.500 $2,486.43 360 1-Feb-29 $359,726.07
4978474 SANTA CRUZ CA 95062 LCO 7.000 6.500 $3,140.23 360 1-Feb-29 $471,613.11
4978673 SUNNYVALE CA 94087 SFD 7.125 6.500 $2,593.82 360 1-Mar-29 $385,000.00
4978702 SANTA MONICA CA 90405 SFD 6.875 6.500 $2,822.17 360 1-Mar-29 $429,600.00
4978864 BURLINGAME CA 94010 SFD 7.375 6.500 $1,855.85 360 1-Mar-29 $268,700.00
4978921 GILROY CA 95020 SFD 7.375 6.500 $1,795.76 360 1-Mar-29 $260,000.00
4979091 LOS GATOS CA 95032 SFD 6.750 6.483 $2,574.94 360 1-Mar-29 $397,000.00
4979226 PLEASANTON CA 94566 SFD 6.875 6.500 $2,069.33 360 1-Feb-29 $314,735.36
4979245 ANAHEIM CA 92807 SFD 7.000 6.500 $1,955.99 360 1-Feb-29 $293,759.01
4979266 IRVINE CA 92614 SFD 7.250 6.500 $1,882.81 360 1-Feb-29 $275,784.69
4979707 DANVILLE CA 94526 SFD 7.000 6.500 $2,215.46 360 1-Feb-29 $332,727.04
4979995 GARRISON NY 10524 SFD 7.000 6.500 $2,514.84 360 1-Mar-29 $378,000.00
4980006 FAIR OAKS RANCH TX 78015 SFD 7.000 6.500 $1,862.85 360 1-Feb-29 $279,770.48
4980127 MIAMI FL 33155 SFD 6.875 6.500 $2,627.72 360 1-Feb-29 $399,663.95
4980177 CHINO HILLS CA 91709 SFD 7.125 6.500 $4,082.74 360 1-Feb-29 $605,515.39
4980248 IRVINE CA 92614 SFD 6.875 6.500 $2,102.18 360 1-Feb-29 $319,731.16
4980567 LA MESA CA 91941 SFD 7.000 6.500 $1,896.12 360 1-Feb-29 $284,766.38
4980737 IRVINE CA 92620 SFD 6.750 6.483 $2,065.14 360 1-Feb-29 $318,125.86
4980949 BURBANK CA 91501 SFD 6.875 6.500 $1,842.03 360 1-Feb-29 $280,164.43
4981038 SAN JOSE CA 94024 SFD 7.000 6.500 $3,126.93 360 1-Mar-29 $470,000.00
4981077 SPRINGDALE AR 72764 SFD 6.875 6.500 $1,818.38 360 1-Mar-29 $276,800.00
4981208 DELRAY BEACH FL 33446 SFD 7.250 6.500 $3,739.01 360 1-Mar-29 $548,100.00
4982842 MORGAN HILL CA 95037 SFD 7.375 6.500 $1,709.42 360 1-Feb-29 $247,311.67
4982870 BELMONT CA 94002 SFD 7.375 6.500 $2,037.49 360 1-Feb-29 $294,775.54
4982880 KEYSTONE CO 80435 SFD 7.000 6.500 $2,481.58 360 1-Feb-29 $372,694.26
4982945 BURLINGAME CA 94010 SFD 6.875 6.500 $2,286.11 360 1-Feb-29 $347,707.64
4982987 LOS ALTOS CA 94022 LCO 6.750 6.483 $3,004.31 360 1-Mar-29 $463,200.00
4983004 GREENWICH CT 06831 SFD 7.375 6.500 $3,798.71 360 1-Mar-29 $550,000.00
4983029 DOUGLASTON NY 11362 LCO 7.000 6.500 $1,072.81 360 1-Feb-29 $161,117.82
4983036 SANIBEL FL 33957 SFD 7.125 6.500 $2,358.02 360 1-Mar-29 $350,000.00
4983183 ORANGEVALE CA 95662 SFD 6.875 6.500 $1,727.72 360 1-Feb-29 $262,779.06
4983593 LAGUNA HILLS CA 92653 LCO 7.250 6.500 $1,903.28 360 1-Mar-29 $278,782.34
4983629 PASADENA AREA CA 91107 SFD 6.375 6.108 $2,944.67 360 1-Feb-29 $471,562.83
4984378 HOOVER AL 35242 SFD 6.500 6.233 $1,740.72 360 1-Nov-28 $274,396.01
4984398 SAN DIEGO CA 92107 SFD 7.375 6.500 $2,348.30 360 1-Mar-29 $340,000.00
4984467 EL DORADO HILLS CA 95762 SFD 7.375 6.500 $2,409.07 360 1-Jan-29 $348,267.56
4984584 POTOMAC MD 20854 SFD 7.125 6.500 $4,042.31 360 1-Feb-29 $599,520.18
4984937 IRVINE CA 92714 SFD 7.250 6.500 $4,413.69 360 1-Mar-29 $647,000.00
4985010 SAN DIMAS CA 91773 SFD 7.375 6.500 $1,933.90 360 1-Mar-29 $280,000.00
498502 ENCINITAS CA 92024 SFD 7.125 6.500 $1,953.79 360 1-Mar-29 $290,000.00
498503 CYPRESS CA 90630 SFD 6.875 6.500 $2,101.52 360 1-Mar-29 $319,900.00
498604 LOCUST VALLEY NY 11560 SFD 7.000 6.500 $1,716.49 360 1-Feb-29 $257,788.51
653079 CARY IL 60013 SFD 7.250 6.500 $3,296.28 360 1-Feb-29 $482,823.057
6543138 FRISCO CO 80443 SFD 7.250 6.500 $3,531.31 360 1-Mar-29 $517,653.00
6543138 LUBBOCK TX 79410 SFD 7.125 6.500 $2,667.93 360 1-Jan-29 $395,312.92
6562306 EAST GULL LAKE MN 56401 SFD 6.875 6.500 $3,103.99 360 1-Mar-29 $472,500.00
6567591 GOLDEN CO 80403 SFD 7.375 6.500 $2,294.77 360 1-Jan-29 $331,742.81
6584362 FOUNTIAN HILLS AZ 85268 SFD 7.000 6.500 $2,415.05 360 1-Mar-29 $363,000.00
6607496 NEW HOPE PA 18938 SFD 6.750 6.483 $3,658.09 360 1-Jan-29 $562,799.23
6615513 KEYSTONE CO 80435 PUD 7.000 6.500 $5,322.42 360 1-Mar-29 $800,000.00
6631664 GREENFIELD IA 50849 SFD 7.000 6.500 $1,756.40 360 1-Dec-28 $261,486.91
6710671 AUSTIN TX 78727 SFD 6.375 6.108 $2,030.14 240 1-Mar-19 $275,000.00
6753592 DALLAS TX 75230 SFD 7.375 6.500 $4,489.39 360 1-Dec-28 $648,507.06
6778323 PRINCETON NJ 08540 SFD 7.000 6.500 $3,074.82 360 1-Feb-29 $461,790.17
6788290 LIVERMORE CO 80536 SFD 6.875 6.500 $2,680.27 360 1-Dec-28 $406,114.15
6792670 WEST CHESTER PA 19382 SFD 6.750 6.483 $2,017.66 360 1-Jan-29 $310,542.83
6806399 BRAIRCLIFF NY 10510 SFD 7.125 6.500 $3,260.80 360 1-Jan-29 $483,223.60
6814093 LAKE BARRINGTON IL 60010 SFD 7.125 6.500 $3,476.39 360 1-Dec-28 $514,754.72
6821720 CHANHASSEN MN 55317 SFD 7.500 6.500 $1,985.77 360 1-Feb-29 $283,789.23
6824983 SAN DIEGO CA 92121 PUD 7.000 6.500 $2,221.78 360 1-Mar-29 $333,950.00
6840316 RANDOLPH NJ 07869 SFD 7.250 6.500 $2,387.62 360 1-Jan-29 $349,404.57
6868272 POWAY CA 92064 SFD 7.875 6.500 $3,502.09 360 1-May-28 $479,576.08
6877069 KILDEER IL 60047 SFD 6.750 6.483 $2,594.39 360 1-Jan-29 $399,295.26
6882694 INVER GROVE HTS MN 55076 SFD 6.875 6.500 $2,349.81 360 1-Jan-29 $357,093.26
6884668 FALLBROOK CA 92028 SFD 7.250 6.500 $1,844.60 360 1-Feb-29 $270,189.07
6885022 HENDERSON NV 89011 SFD 7.250 6.500 $3,001.23 360 1-Jan-29 $439,261.53
6902739 LANDENBERG PA 19350 SFD 8.000 6.500 $1,838.45 360 1-Dec-28 $250,031.06
6934256 PITTSTOWN NJ 08867 SFD 7.375 6.500 $2,359.35 360 1-Jan-29 $341,078.54
6935232 PITTSTOWN NJ 08867 SFD 7.500 6.500 $3,031.79 360 1-Mar-29 $433,600.00
6937272 SAN JOSE CA 95117 SFD 7.125 6.500 $1,691.03 360 1-Feb-29 $250,799.28
6947083 BLUE BELL PA 19422 SFD 6.625 6.358 $3,325.46 360 1-Jan-29 $515,612.66
6948088 CASTAIC CA 91384 SFD 7.625 6.500 $1,894.06 360 1-Dec-28 $267,015.25
6949878 YORBA LINDA CA 92887 SFD 7.000 6.500 $2,922.67 360 1-Feb-29 $438,939.91
6954702 CORTE MADERA CA 94925 SFD 6.750 6.483 $2,245.12 360 1-Feb-29 $345,851.97
6955526 AVONDALE PA 19311 PUD 7.125 6.500 $2,162.64 360 1-Dec-28 $320,225.31
6961840 FLAGSTAFF AZ 86001 SFD 7.250 6.500 $2,564.98 360 1-Mar-29 $376,000.00
6962568 SAN DIEGO CA 92131 PUD 6.750 6.483 $2,315.50 360 1-Mar-29 $357,000.00
6970261 EDEN PRAIRIE MN 55347 SFD 7.875 6.500 $2,077.53 360 1-Feb-29 $286,331.82
6980327 LAS VEGAS NV 89147 PUD 7.375 6.500 $1,920.42 360 1-Feb-29 $277,838.43
6985058 COTO DE CAZA CA 92679 PUD 7.000 6.500 $2,985.43 360 1-Jan-29 $447,994.20
7012124 NEWPORT BEACH CA 92667 PUD 7.000 6.500 $2,107.68 360 1-Dec-28 $316,016.41
7029751 SOUTH BARRINGTON IL 60010 SFD 7.250 6.500 $2,319.40 360 1-Mar-29 $340,000.00
7037532 ELK GROVE CA 95758 SFD 7.000 6.500 $2,188.77 360 1-Feb-29 $328,718.33
7046572 ELK GROVE CA 95758 SFD 7.000 6.500 $2,007.88 360 1-Feb-29 $301,552.62
7046577 ROCKVILLE MD 20850 SFD 6.875 6.500 $2,300.89 360 1-Feb-29 $349,955.75
7047049 OAK HILL VA 20171 PUD 6.625 6.358 $3,617.76 360 1-Feb-29 $564,501.51
7048274 ENCINITAS CA 92024 SFD 7.250 6.500 $2,271.31 360 1-Feb-29 $332,390.26
7048571 CHESTER NJ 07930 SFD 7.125 6.500 $2,117.50 360 1-Feb-29 $314,048.66
7058253 LAGUNA NIGUEL CA 92677 SFD 6.875 6.500 $2,054.87 360 1-Jan-29 $312,272.92
7062327 WASHINGTON DC 20016 SFD 7.125 6.500 $2,155.90 360 1-Feb-29 $319,744.10
7063731 BISMARCK ND 58501 SFD 7.500 6.500 $1,793.49 360 1-Feb-29 $256,309.64
7065234 PARK CITY UT 84098 SFD 7.625 6.500 $2,010.13 360 1-Feb-29 $283,794.45
7070757 COTO DE CAZA CA 92679 PUD 6.875 6.500 $2,915.78 360 1-Feb-29 $443,477.11
7076795 PACIFICA CA 94044 PUD 7.125 6.500 $2,737.86 360 1-Feb-29 $406,055.02
7080858 SAN JOSE CA 95148 SFD 7.250 6.500 $2,841.26 360 1-Feb-29 $416,175.09
7084303 SWAMPSCOTT MA 01907 SFD 7.125 6.500 $2,334.43 360 1-Dec-28 $345,663.79
7100500 GILROY CA 95020 SFD 7.000 6.500 $2,160.24 360 1-Feb-29 $324,433.84
7102790 BOWIE MD 20716 PUD 7.125 6.500 $1,924.71 360 1-Jan-29 $285,225.72
7102800 STORMVILLE NY 12582 SFD 7.500 6.500 $2,094.85 360 1-Sep-28 $298,244.87
7110224 COLORADO SPRINGS CO 80908 SFD 7.375 6.500 $2,320.67 360 1-Feb-29 $335,744.33
7110233 QUEENSTOWN MD 21658 SFD 7.500 6.500 $3,496.07 360 1-Jan-29 $499,255.54
7123055 LITTLETON CO 80128 SFD 7.750 6.500 $1,895.09 360 1-Feb-29 $264,338.30
7123131 ENCINITAS CA 92024 SFD 7.125 6.500 $2,209.46 360 1-Feb-29 $327,687.74
7127350 IRVINE CA 92606 PUD 7.125 6.500 $2,740.01 360 1-Feb-29 $406,374.77
7132013 BLAINE COUNTY ID 83313 SFD 7.375 6.500 $2,460.75 360 1-Jan-29 $355,738.13
7135331 SAN DIEGO CA 92130 PUD 6.750 6.483 $3,148.94 360 1-Mar-29 $485,500.00
7138188 IRVINE CA 92604 SFD 7.250 6.500 $3,921.15 360 1-Oct-28 $572,530.75
7140001 FRISCO TX 75034 SFD 6.500 6.233 $1,941.87 360 1-Feb-29 $306,947.27
7146487 WEST FRIENDSHIP MD 21794 SFD 6.750 6.483 $2,179.29 360 1-Feb-29 $335,710.71
7147323 WHITE PLAINS NY 10605 SFD 7.500 6.500 $4,380.44 360 1-Jan-29 $625,547.21
7162005 UNION CITY CA 94587 SFD 7.500 6.500 $2,489.20 360 1-Jan-29 $355,469.95
7165646 LAGRANGEVILLE NY 12540 SFD 7.875 6.500 $1,814.32 360 1-Feb-29 $250,054.79
7168064 CLOVIS CA 93611 SFD 7.375 6.500 $2,659.10 360 1-Oct-28 $381,851.80
7175800 BENICIA CA 94510 SFD 8.375 6.500 $2,432.79 360 1-Jan-29 $319,673.71
7182406 FOX ISLAND WA 98333 SFD 7.125 6.500 $3,368.59 360 1-Feb-29 $499,600.16
7184390 HENDERSONVILLE TN 37075 SFD 7.125 6.500 $2,678.03 360 1-Jan-29 $396,862.37
7192162 BELLINGHAM WA 98226 SFD 6.750 6.483 $2,120.92 360 1-Nov-28 $325,864.29
7194770 ST CHARLES IL 60174 SFD 7.250 6.500 $1,761.37 360 1-Mar-29 $258,198.00
7203948 CHEVY CHASE MD 20815 SFD 7.125 6.500 $5,541.33 360 1-Dec-28 $820,515.05
7207053 GLEN RIDGE NJ 07028 SFD 6.875 6.500 $1,773.71 360 1-Mar-29 $270,000.00
7212892 CARLSBAD CA 92009 PUD 7.250 6.500 $3,478.42 360 1-Jan-29 $509,102.05
7224884 LAKE FOREST IL 60045 SFD 7.000 6.500 $3,326.51 360 1-Nov-28 $498,346.23
7230637 WATERFORD CA 95386 SFD 7.000 6.500 $2,328.56 360 1-Feb-29 $349,713.11
7276336 SCOTTSDALE AZ 85255 PUD 7.375 6.500 $2,165.27 360 1-Jan-29 $313,021.43
7276592 WOODINVILLE WA 98072 SFD 7.000 6.500 $3,086.34 360 1-Mar-29 $463,900.00
7284280 ENGLEWOOD NJ 07102 SFD 7.000 6.500 $6,653.03 360 1-Mar-29 $1,000,000.00
7296565 SARATOGA CA 95070 SFD 7.125 6.500 $3,368.59 360 1-Feb-29 $499,600.16
7296956 IRVINE CA 92602 SFD 7.000 6.500 $2,175.54 360 1-Feb-29 $326,731.96
7296993 GAINESVILLE GA 30506 SFD 7.000 6.500 $4,011.77 360 1-Jan-29 $602,008.58
7299107 HASTINGS MN 55033 SFD 7.000 6.500 $2,315.25 360 1-Dec-28 $347,119.98
7300701 BOULDER CO 80303 SFD 7.375 6.500 $1,961.52 360 1-Nov-28 $283,127.59
7301633 LEXINGTON MA 02421 SFD 7.125 6.500 $2,526.44 360 1-Feb-29 $374,700.12
7308921 LEMONT IL 60439 SFD 7.250 6.500 $3,990.73 360 1-Mar-29 $585,000.00
7313058 LITTLETON CO 80123 SFD 7.000 6.500 $5,122.83 360 1-Feb-29 $769,368.84
7319719 OAKDALE CA 95361 SFD 7.125 6.500 $2,021.16 360 1-Feb-29 $299,760.09
7320643 COTO DE CAZA AREA CA 92679 PUD 6.625 6.358 $2,510.02 360 1-Mar-29 $392,000.00
7324355 HACIENDA HEIGHTS CA 91745 SFD 7.250 6.500 $2,155.68 360 1-Jan-29 $315,505.49
7327391 ASPEN CO 81611 SFD 7.000 6.500 $3,625.90 360 1-Mar-29 $545,000.00
7327916 PRINCETON NJ 08540 SFD 7.250 6.500 $1,880.08 360 1-Jan-29 $274,790.90
7328742 SAN DIEGO CA 92130 SFD 7.125 6.500 $1,717.98 360 1-Feb-29 $254,796.08
7329102 MOUNT KISCO NY 10549 SFD 7.250 6.500 $2,910.51 360 1-Dec-28 $425,645.46
7330466 METTAWA IL 60048 SFD 7.500 6.500 $3,845.68 360 1-Nov-28 $548,351.91
7336088 GRANITE BAY CA 95746 SFD 7.375 6.500 $2,149.78 360 1-Feb-29 $311,021.16
7336511 SAN FRANCISCO CA 94115 LCO 7.125 6.500 $3,334.91 360 1-Feb-29 $494,604.15
7336967 DUXBURY MA 02332 SFD 6.750 6.483 $3,372.71 360 1-Feb-29 $519,552.29
7338933 COLORADO SPRINGS CO 80919 SFD 7.000 6.500 $2,727.74 360 1-Jan-29 $409,325.90
7340514 ENGLEWOOD CO 80110 SFD 7.000 6.500 $3,625.90 360 1-Mar-29 $545,000.00
7341382 REDWOOD CITY CA 94065 PUD 7.375 6.500 $2,056.83 360 1-Jan-29 $297,345.41
7343843 MORGAN HILL CA 95037 SFD 7.125 6.500 $1,994.21 360 1-Mar-29 $296,000.00
7344406 BERTHOUD CO 80513 SFD 7.125 6.500 $1,944.18 300 1-Feb-24 $271,670.82
7349439 FARMINGTON HILLS MI 48331 SFD 7.250 6.500 $1,988.54 360 1-Jan-29 $291,043.84
7349944 LOS GATOS CA 95030 SFD 7.125 6.500 $2,324.33 360 1-Feb-29 $344,724.11
7350652 CARMEL CA 93921 SFD 6.875 6.500 $1,993.78 360 1-Feb-29 $303,245.02
7353106 PLEASANTON CA 94588 SFD 7.125 6.500 $2,101.33 360 1-Jan-29 $311,399.68
7355056 OAKBROOK IL 60521 SFD 6.875 6.500 $3,310.92 360 1-Dec-28 $502,722.44
7355486 FAIRLAWN OH 44333 SFD 7.125 6.500 $1,783.33 360 1-Dec-28 $264,061.21
7355901 CHATHAM NJ 07928 SFD 6.875 6.500 $1,842.69 360 1-Jan-29 $280,027.33
7356068 HUNTINGTON BEACH CA 92647 SFD 7.125 6.500 $1,930.88 360 1-Feb-29 $286,370.81
7357545 WOODCLIFF LAKE NJ 07675 SFD 7.375 6.500 $2,051.31 360 1-Jan-29 $296,546.61
7359560 ESCONDIDO CA 92025 SFD 7.250 6.500 $2,237.54 360 1-Dec-28 $327,227.74
7360956 BRIDGEWATER NJ 08807 SFD 7.500 6.500 $3,663.88 360 1-Feb-29 $523,611.12
7362899 MILLSTONE NJ 08535 SFD 7.375 6.500 $2,201.53 360 1-Jan-29 $318,263.41
7363532 SCHENECTADY NY 12309 SFD 7.250 6.500 $2,169.32 360 1-Jan-29 $317,502.36
7364191 LA JOLLA CA 92037 SFD 7.000 6.500 $2,521.50 360 1-Feb-29 $378,592.46
7368024 DILLON CO 80435 PUD 7.000 6.500 $2,325.90 360 1-Feb-29 $349,313.43
7370929 RENO NV 89511 SFD 7.500 6.500 $2,041.71 360 1-Jan-29 $291,565.23
7373805 RIDGEFIELD CT 06877 SFD 7.125 6.500 $2,479.28 360 1-Jan-29 $367,409.69
7374763 LARKSPUR CA 94904 SFD 6.750 6.483 $1,842.02 360 1-Mar-29 $284,000.00
7377700 LOS ANGELES CA 90008 SFD 7.375 6.500 $1,752.24 360 1-Jan-29 $253,312.73
7380084 MOORESTOWN NJ 08057 SFD 6.500 6.233 $1,693.94 360 1-Mar-29 $268,000.00
7380380 CHINO HILLS CA 91709 SFD 7.250 6.500 $4,314.77 360 1-Feb-29 $632,006.58
7381071 LAFAYETTE CA 94549 SFD 7.125 6.500 $1,920.60 300 1-Feb-24 $268,374.81
7381591 MILILANI HI 96789 SFD 7.000 6.500 $3,259.98 360 1-Dec-28 $488,788.01
7386876 WAYNE NJ 07470 SFD 7.375 6.500 $2,116.23 360 1-Mar-29 $306,400.00
7388243 EL CAJON CA 92021 SFD 6.875 6.500 $2,049.62 360 1-Jan-29 $311,474.26
7388549 DANVILLE CA 94506 SFD 6.625 6.358 $4,162.02 360 1-Dec-28 $648,270.05
7390711 TACOMA WA 98422 SFD 7.125 6.500 $1,775.92 360 1-Feb-29 $263,389.21
7391495 FAIRFAX STATION VA 22039 SFD 7.375 6.500 $1,933.89 360 1-Dec-28 $279,356.89
7391499 PLEASANTON CA 94588 SFD 7.250 6.500 $1,961.26 360 1-Jan-29 $287,050.08
7392043 BARRINGTON IL 60010 SFD 7.125 6.500 $2,072.36 360 1-Mar-29 $307,600.00
7393310 SCOTTSDALE AZ 85262 SFD 7.250 6.500 $4,331.82 360 1-Feb-29 $634,504.64
7393571 MISSION VIEJO CA 92692 SFD 7.000 6.500 $2,102.36 360 1-Feb-29 $315,740.97
7393896 LA QUINTA CA 92253 SFD 7.250 6.500 $3,994.96 360 1-Feb-29 $585,163.16
7394050 SAN DIEGO CA 92121 SFD 6.375 6.108 $1,889.39 360 1-Mar-29 $302,850.00
7399900 BETHESDA MD 20814 SFD 7.250 6.500 $1,727.27 360 1-Feb-29 $253,002.48
7400518 SAN FRANCISCO CA 94114 SFD 7.250 6.500 $6,248.73 360 1-Jan-29 $914,566.56
7402331 NEW PROVIDENCE NJ 07974 SFD 7.250 6.500 $1,978.31 360 1-Mar-29 $290,000.00
7403324 HUNTINGTOWN MD 20639 SFD 7.750 6.500 $2,079.54 360 1-Jan-29 $289,860.94
7406624 GILBERT AZ 85234 SFD 7.500 6.500 $2,075.35 360 1-Dec-28 $296,147.04
7410958 JACKSONVILLE FL 32223 SFD 6.500 6.233 $2,715.36 360 1-Feb-29 $429,211.64
7412566 ISSAQUAH WA 98029 SFD 7.250 6.500 $2,541.11 360 1-Feb-29 $372,209.41
7416132 RIDGEFIELD CT 06877 SFD 7.250 6.500 $1,944.20 360 1-Feb-29 $284,777.68
7416547 WHITE PLAINS NY 10606 SFD 7.250 6.500 $3,477.65 240 1-Feb-19 $439,180.68
7418377 ASPEN CO 81611 SFD 6.875 6.500 $2,364.94 360 1-Feb-29 $359,697.56
7424992 ROCKVILLE MD 20850 SFD 6.875 6.500 $3,376.29 360 1-Mar-29 $513,950.00
7425044 DELLWOOD MN 55110 SFD 7.375 6.500 $2,230.88 360 1-Jan-29 $322,506.93
7428248 ACAMPO CA 95220 SFD 7.250 6.500 $1,855.52 360 1-Feb-29 $271,787.81
7429212 NOVATO CA 94949 SFD 7.250 6.500 $2,796.92 360 1-Feb-29 $409,680.16
7430062 UPPER MARLBORO MD 20774 SFD 7.375 6.500 $1,755.01 360 1-Jan-29 $253,712.09
7432711 SUNNYVALE CA 94087 SFD 7.125 6.500 $2,139.06 360 1-Feb-29 $317,246.10
7437912 BLUE HILL ME 04614 SFD 7.250 6.500 $2,046.53 360 1-Mar-29 $300,000.00
7439467 BELLEVUE WA 98004 SFD 7.250 6.500 $4,434.15 360 1-Feb-29 $649,492.93
7439611 NOVATO CA 94945 SFD 6.750 6.483 $2,594.39 360 1-Jan-29 $399,309.28
7441259 WILMINGTON DE 19803 SFD 7.500 6.500 $2,195.53 360 1-Feb-29 $313,766.97
7451151 BRIDGEWATER NJ 08807 PUD 7.750 6.500 $2,507.44 360 1-Feb-29 $349,752.98
7451319 SNOWMASS VILLAGE CO 81615 SFD 7.250 6.500 $2,947.00 360 1-Feb-29 $431,663.00
7452562 APTOS CA 95003 SFD 7.375 6.500 $2,321.92 360 1-Jan-29 $335,667.81
7453771 HILLSBOROUGH CA 94010 SFD 7.250 6.500 $6,821.76 360 1-Feb-29 $999,219.91
7457372 ST PETERSBURG FL 33703 SFD 7.125 6.500 $1,953.78 360 1-Feb-29 $289,768.10
7457855 CARBONDALE CO 81623 PUD 7.375 6.500 $6,216.08 360 1-Feb-29 $899,315.17
7460383 SAN FRANCISCO CA 94123 LCO 7.250 6.500 $2,251.18 360 1-Jan-29 $329,483.58
7462281 LA VERNE CA 91750 PUD 7.250 6.500 $3,443.63 360 1-Dec-28 $503,611.45
7462326 RADNOR PA 19087 SFD 7.250 6.500 $1,991.95 360 1-Feb-29 $291,606.22
7465496 BROOKLYN NY 11718 SFD 7.000 6.500 $2,023.53 240 1-Feb-19 $260,498.97
7467329 CHAPEL HILL NC 27514 SFD 6.750 6.483 $2,685.20 360 1-Feb-29 $413,643.55
7467435 THOUSAND OAKS CA 91360 SFD 7.375 6.500 $1,795.76 360 1-Jan-29 $259,193.37
7467550 WOODINVILLE WA 98072 SFD 7.375 6.500 $2,356.93 360 1-Jan-29 $340,729.08
7471775 CAMARILLO CA 93012 PUD 6.750 6.483 $2,025.90 360 1-Mar-29 $312,350.00
7472581 SNOWMASS VILLAGE CO 81615 LCO 7.250 6.500 $3,138.01 360 1-Jan-29 $459,280.15
7473262 GARDEN CITY NY 11530 SFD 6.750 6.483 $2,205.23 360 1-Feb-29 $339,707.27
7473351 ROSLYN NY 11576 SFD 6.500 6.233 $2,009.98 360 1-Jan-29 $317,423.48
7473556 CHARDON OH 44024 SFD 7.250 6.500 $2,273.56 360 1-Feb-29 $333,020.01
7473612 CHINO HILLS CA 91709 SFD 7.500 6.500 $1,961.19 360 1-Feb-29 $280,276.84
7474630 SAN JOSE CA 95129 SFD 7.250 6.500 $2,298.93 360 1-Feb-29 $336,737.11
7475403 NEWPORT BEACH CA 92625 LCO 7.250 6.500 $4,093.06 360 1-Feb-29 $599,531.94
7476642 CEDAR RAPIDS IA 52402 SFD 7.000 6.500 $2,181.63 360 1-Feb-29 $327,647.21
7477903 ARMONK NY 10504 SFD 7.000 6.500 $1,995.91 360 1-Feb-29 $299,754.09
7478248 AMES IA 50010 SFD 7.125 6.500 $2,504.55 360 1-Feb-29 $371,452.72
7479246 ROCKVILLE MD 20850 PUD 6.750 6.483 $2,093.67 360 1-Jan-29 $322,236.23
7479642 DARNESTOWN MD 20874 SFD 7.125 6.500 $2,285.25 360 1-Jan-29 $338,655.89
7480257 BETHESDA MD 20816 SFD 7.500 6.500 $2,164.77 360 1-Feb-29 $309,370.23
7480349 NEWPORT BEACH CA 92612 PUD 7.250 6.500 $5,135.96 360 1-Feb-29 $752,290.68
7480453 CHARLOTTE NC 28270 SFD 7.125 6.500 $2,102.00 360 1-Jan-29 $311,499.52
7480504 CHEVY CHASE MD 20815 SFD 7.125 6.500 $2,379.57 360 1-Mar-29 $353,200.00
7482592 BEVERLY HILLS CA 90210 SFD 6.750 6.483 $4,669.91 360 1-Jan-29 $718,756.69
7482873 ROCKLIN CA 95765 SFD 7.375 6.500 $2,141.09 360 1-Feb-29 $309,764.12
7482878 CHAUTAUQUA NY 14722 SFD 7.500 6.500 $2,104.64 360 1-Feb-29 $300,776.61
7484795 MARIETTA GA 30062 PUD 7.250 6.500 $2,250.67 360 1-Mar-29 $329,925.00
7484958 TEMECULA CA 92590 SFD 7.125 6.500 $2,054.84 360 1-Feb-29 $304,756.10
7485854 WINDSOR CO 80550 SFD 7.000 6.500 $1,916.07 360 1-Feb-29 $287,763.93
7486272 CORONADO CA 92118 SFD 7.500 6.500 $2,931.11 360 1-Feb-29 $418,888.89
7486344 BLOOMFIELD HILLS MI 48302 SFD 7.500 6.500 $2,377.33 360 1-Feb-29 $339,747.67
7487305 AVALON NJ 08202 SFD 6.375 6.108 $2,745.03 360 1-Jan-29 $439,182.77
7487367 ENGLEWOOD CO 80110 SFD 7.000 6.500 $2,701.13 360 1-Feb-29 $405,667.20
7489080 FAIRFIELD CT 06430 SFD 7.250 6.500 $1,882.81 360 1-Feb-29 $275,784.69
7489737 RENO NV 89509 SFD 7.500 6.500 $1,992.76 360 1-Feb-29 $284,788.49
7491629 SAN RAFAEL CA 94901 SFD 6.875 6.500 $2,956.18 360 1-Jan-29 $449,241.73
7491871 PARADISE VALLEY AZ 85253 SFD 7.125 6.500 $4,042.31 360 1-Jan-29 $599,037.53
7491920 LONGMONT CO 80503 SFD 7.375 6.500 $2,641.83 360 1-Feb-29 $382,208.95
7491970 SAGAMORE BEACH MA 02562 SFD 7.375 6.500 $2,417.36 360 1-Feb-29 $349,733.68
7492659 SAINT PAUL MN 55105 SFD 7.375 6.500 $3,453.38 360 1-Feb-29 $499,619.54
7493031 CARPINTERIA CA 93013 SFD 7.000 6.500 $2,634.60 360 1-Feb-29 $395,675.40
7495002 SAN FRANCISCO CA 94116 SFD 7.000 6.500 $4,324.47 360 1-Feb-29 $649,467.20
7495747 WESTLAKE VILLAGE CA 91362 SFD 7.000 6.500 $2,565.41 360 1-Feb-29 $385,283.92
7495953 BOULDER CO 80301 SFD 7.500 6.500 $2,971.66 360 1-Feb-29 $424,684.59
7496110 SEDALIA CO 80135 SFD 7.250 6.500 $6,169.60 360 1-Feb-29 $903,694.48
7496207 LAKEVILLE MN 55044 SFD 7.375 6.500 $1,915.93 360 1-Mar-29 $277,400.00
7497149 PAYSON AZ 85541 SFD 7.375 6.500 $2,305.13 360 1-Feb-29 $333,496.04
7498195 ROCHESTER MN 55902 SFD 7.250 6.500 $1,972.17 360 1-Feb-29 $288,874.48
7498580 SAN JOSE CA 95124 SFD 7.125 6.500 $2,425.39 360 1-Feb-29 $359,712.11
7498882 VALENCIA CA 91354 SFD 7.250 6.500 $1,899.18 360 1-Feb-29 $277,984.26
7499470 MINNEAPOLIS MN 55419 SFD 7.250 6.500 $2,319.40 360 1-Feb-29 $339,734.77
7502455 SAN DIEGO CA 92121 SFD 7.250 6.500 $2,315.31 360 1-Jan-29 $338,868.86
7502848 CARLSBAD CA 92009 SFD 7.000 6.500 $2,435.34 360 1-Feb-29 $365,749.95
7505317 ATLANTA GA 30327 SFD 6.875 6.500 $3,284.64 360 1-Feb-29 $499,579.94
7505597 SAN RAFAEL CA 94901 SFD 7.250 6.500 $2,728.71 360 1-Feb-29 $399,687.96
7506165 KENT WA 98042 SFD 7.625 6.500 $1,932.28 360 1-Jan-29 $272,603.56
7506692 POTOMAC MD 20854 SFD 7.250 6.500 $2,674.13 360 1-Feb-29 $391,694.20
7506990 LOS ANGELES CA 90292 LCO 7.125 6.500 $1,860.81 360 1-Feb-29 $275,979.13
7507025 ATLANTA GA 30307 SFD 7.000 6.500 $3,321.19 360 1-Jan-29 $498,379.23
7507437 ATLANTA GA 30319 SFD 6.875 6.500 $2,956.18 360 1-Feb-29 $449,621.95
7507664 REDWOOD CITY CA 94062 SFD 6.750 6.483 $1,945.79 360 1-Jan-29 $299,477.73
7507775 NORTHRIDGE CA 91324 SFD 7.250 6.500 $4,434.15 360 1-Feb-29 $649,492.93
7508723 PLACEVILLE CA 95667 SFD 6.875 6.500 $3,100.70 360 1-Feb-29 $471,603.47
7509846 SILVERTHORNE CO 80498 PUD 7.125 6.500 $1,727.41 360 1-Feb-29 $256,194.97
7509988 PALM DESERT CA 92260 SFD 6.875 6.500 $1,681.74 360 1-Feb-29 $255,784.93
7510552 NIWOT CO 80503 SFD 6.750 6.483 $3,019.87 360 1-Feb-29 $465,199.13
7510753 WESTLAKE VILLAGE CA 91361 SFD 7.250 6.500 $2,072.11 360 1-Feb-29 $303,513.05
7511302 NORTH EAST MD 21901 SFD 7.500 6.500 $2,426.27 360 1-Feb-29 $346,742.48
7511365 ASPEN CO 81611 SFD 7.000 6.500 $2,661.21 360 1-Mar-29 $400,000.00
7511491 WINCHESTER MA 01890 SFD 7.375 6.500 $3,453.38 360 1-Feb-29 $499,619.54
7511783 CORONADO CA 92118 SFD 7.500 6.500 $6,992.15 360 1-Jan-29 $998,511.06
7512327 ORONO MN 55356 SFD 7.000 6.500 $3,659.16 360 1-Feb-29 $549,549.17
7512523 MANHATTAN BEACH CA 90266 SFD 7.000 6.500 $3,991.82 360 1-Feb-29 $599,508.18
7513221 OMAHA NE 68130 SFD 7.500 6.500 $2,866.78 360 1-Jan-29 $409,389.54
7513380 MORGANVILLE NJ 07751 SFD 7.125 6.500 $3,228.46 360 1-Feb-29 $478,816.79
7515033 BERRIEN SPRINGS MI 49103 SFD 7.125 6.500 $3,537.02 360 1-Mar-29 $525,000.00
7515361 IRVINGTON NY 10533 SFD 7.125 6.500 $1,852.73 360 1-Feb-29 $274,780.08
7515946 LOS ANGELES CA 90025 LCO 7.125 6.500 $2,600.55 360 1-Feb-29 $385,691.33
7516383 PALATINE IL 60067 SFD 7.625 6.500 $3,160.30 360 1-Feb-29 $446,176.84
7517513 WALNUT CREEK CA 94598 SFD 7.000 6.500 $2,286.64 360 1-Feb-29 $343,418.28
7519476 AGOURA HILLS CA 91301 SFD 6.875 6.500 $2,759.10 360 1-Feb-29 $419,647.15
7519625 SAN FRANCISCO CA 94109 LCO 6.875 6.500 $2,233.56 360 1-Jan-29 $339,427.08
7519661 EAU CLAIRE WI 54703 SFD 7.250 6.500 $2,087.46 360 1-Feb-29 $305,661.29
7520516 BEVERLY MA 01915 SFD 8.000 6.500 $2,806.65 360 1-Feb-29 $382,243.35
7520666 SAN LUIS OBISPO CA 93401 SFD 6.875 6.500 $3,935.00 360 1-Feb-29 $598,496.77
7521594 RIDGEWOOD NJ 07450 SFD 7.000 6.500 $1,696.52 360 1-Mar-29 $255,000.00
7521751 VENTURA CA 93003 SFD 7.375 6.500 $1,919.04 360 1-Feb-29 $277,638.58
7522480 ARLINGTON VA 22201 SFD 7.375 6.500 $1,926.74 360 1-Feb-29 $278,752.73
7522519 TEMPE AZ 85284 SFD 7.125 6.500 $2,479.28 360 1-Feb-29 $367,705.72
7522520 HOLLISTER CA 95023 SFD 7.000 6.500 $2,288.11 360 1-Feb-29 $343,638.09
7522768 PORT MITCHELL KY 41017 SFD 6.875 6.500 $2,036.48 360 1-Feb-29 $309,739.56
7522852 BRAINERD MN 56401 SFD 7.250 6.500 $4,229.49 360 1-Feb-29 $619,516.34
7523623 SAN JOSE CA 95133 SFD 6.750 6.483 $1,686.36 360 1-Feb-29 $259,776.14
7524158 GILROY CA 95020 SFD 7.125 6.500 $2,172.74 360 1-Feb-29 $322,242.10
7525150 SARATOGA CA 95070 PUD 6.500 6.233 $2,351.29 360 1-Feb-29 $371,663.71
7525374 BETHESDA MD 20817 SFD 7.000 6.500 $1,995.91 360 1-Jan-29 $299,506.75
7525849 FAIRFAX VA 22031 SFD 7.375 6.500 $1,971.88 360 1-Feb-29 $285,282.76
7526316 CLAYTON CA 94517 SFD 7.000 6.500 $1,937.36 360 1-Feb-29 $290,961.31
7527294 FREMONT CA 94539 SFD 6.875 6.500 $1,773.71 360 1-Feb-29 $269,773.17
7527534 LAGUNA HILLS CA 92653 SFD 7.500 6.500 $2,567.52 360 1-Feb-29 $366,927.48
7527678 FRESNO CA 93711 SFD 6.750 6.483 $2,224.69 360 1-Feb-29 $342,704.69
7528344 SAN JOSE CA 95111 PUD 7.125 6.500 $2,021.16 360 1-Feb-29 $299,760.09
7528498 POQUOSON VA 23662 SFD 6.875 6.500 $2,086.41 360 1-Feb-29 $317,333.17
7529451 YORBA LINDA CA 92887 SFD 7.000 6.500 $2,288.64 360 1-Mar-29 $344,000.00
7529829 TUSTIN CA 92782 SFD 7.250 6.500 $2,706.53 360 1-Feb-29 $396,440.50
7529850 ATLANTA GA 30350 PUD 7.250 6.500 $2,592.27 360 1-Feb-29 $379,703.56
7530359 AUBURN CA 95602 SFD 7.250 6.500 $2,387.62 360 1-Feb-29 $349,726.96
7530801 PASADENA CA 91107 SFD 6.875 6.500 $1,915.60 360 1-Feb-29 $291,355.03
7530975 SUNNYVALE CA 94087 SFD 7.125 6.500 $2,067.64 360 1-Feb-29 $306,654.58
7531038 LA QUINTA CA 92253 LCO 7.500 6.500 $2,349.36 360 1-Feb-29 $335,750.64
7531305 HAYWARD CA 94541 SFD 7.125 6.500 $2,324.33 360 1-Feb-29 $344,724.11
7531441 OCEAN CITY NJ 08226 LCO 7.625 6.500 $2,165.85 360 1-Mar-29 $306,000.00
7531508 THOUSAND OAKS CA 91362 SFD 7.375 6.500 $2,092.75 360 1-Feb-29 $302,769.44
7531554 DEL MAR CA 92014 SFD 6.875 6.500 $5,334.26 360 1-Feb-29 $811,317.82
7533974 MT PLEASANT SC 29464 SFD 6.750 6.483 $1,934.12 360 1-Feb-29 $297,931.59
7534031 INDEPENDENCE MN 55359 SFD 7.125 6.500 $2,088.53 360 1-Feb-29 $309,752.10
7534106 CAMARILLO CA 93010 SFD 7.125 6.500 $2,086.84 360 1-Feb-29 $309,502.30
7534129 PEMBROKE MA 02359 SFD 7.000 6.500 $3,017.95 300 1-Feb-24 $426,472.88
7534425 BOULDER CO 80304 SFD 6.875 6.500 $2,200.71 360 1-Feb-29 $334,718.56
7535398 SAN DIEGO CA 92103 SFD 7.125 6.500 $2,425.39 360 1-Feb-29 $359,712.11
7535672 SAN DIEGO CA 92130 PUD 7.000 6.500 $2,653.89 360 1-Feb-29 $398,573.03
7535688 SAN JOSE CA 95119 SFD 7.500 6.500 $1,957.80 360 1-Feb-29 $279,792.20
7535974 DES MOINES IA 50321 SFD 7.000 6.500 $3,802.20 360 1-Feb-29 $571,031.55
7536085 ATLANTA GA 30327 SFD 7.250 6.500 $2,626.38 360 1-Feb-29 $384,699.66
7536187 ALAMO CA 94507 SFD 7.250 6.500 $2,387.62 360 1-Feb-29 $349,726.96
7536816 TUSTIN CA 92782 SFD 7.000 6.500 $3,230.71 360 1-Jan-29 $484,801.59
7536978 NEWPORT BEACH CA 92663 MF2 7.500 6.500 $4,845.56 360 1-Feb-29 $692,485.69
7537137 SAN FRANCISCO CA 94127 SFD 7.375 6.500 $1,989.14 360 1-Mar-29 $288,000.00
7537284 SALINAS CA 93907 SFD 7.250 6.500 $2,046.53 360 1-Feb-29 $299,765.97
7537412 VIENNA VA 22182 PUD 7.125 6.500 $2,748.77 360 1-Feb-29 $407,673.73
7537660 PLEASANTON CA 94566 SFD 7.500 6.500 $2,201.38 360 1-Feb-29 $314,602.35
7538053 CASTLE ROCK CO 80104 PUD 7.250 6.500 $2,258.69 360 1-Feb-29 $330,841.71
7538217 CAMBRIDGE MA 02139 MF2 7.000 6.500 $2,148.93 360 1-Feb-29 $322,735.24
7538325 CLARKSTON MI 48348 SFD 6.875 6.500 $1,875.53 360 1-Feb-29 $284,360.34
7538396 LOS ALAMITOS CA 90720 SFD 6.875 6.500 $1,721.15 360 1-Feb-29 $261,779.89
7538422 KEY WEST FL 33040 SFD 7.125 6.500 $2,964.36 360 1-Mar-29 $440,000.00
7538519 OAKHURST CA 93644 SFD 7.250 6.500 $1,910.09 360 1-Feb-29 $279,781.58
7538907 CORONADO CA 92118 SFD 7.500 6.500 $2,587.09 360 1-Feb-29 $369,725.41
7540177 BUCKEYE AZ 85326 SFD 7.375 6.500 $3,312.48 360 1-Feb-29 $479,235.06
7540419 CLIFTON VA 20124 PUD 7.125 6.500 $2,273.80 360 1-Feb-29 $337,230.11
7540529 EDEN PRAIRIE MN 55347 SFD 7.000 6.500 $2,162.23 360 1-Jan-29 $324,465.65
7541196 MILPITAS CA 95035 PUD 7.000 6.500 $2,539.53 360 1-Feb-29 $381,398.12
7541213 ISSAQUAH WA 98029 SFD 6.875 6.500 $2,496.33 360 1-Feb-29 $379,680.75
7541347 WOODY CREEK CO 81611 SFD 7.125 6.500 $2,661.19 360 1-Mar-29 $395,000.00
7541712 SNOWMASS VILLAGE CO 81615 SFD 7.500 6.500 $8,495.46 360 1-Feb-29 $1,214,098.29
7541808 SANTA ROSA CA 95401 SFD 6.875 6.500 $2,207.28 360 1-Mar-29 $336,000.00
7541832 SARATOGA CA 95070 SFD 6.750 6.483 $2,594.39 360 1-Feb-29 $399,655.61
7542054 SAN JOSE CA 95111 SFD 7.125 6.500 $1,812.98 360 1-Feb-29 $268,884.80
7543219 CORONADO CA 92118 LCO 7.250 6.500 $1,841.88 360 1-Feb-29 $269,789.37
7543295 ELBURN IL 60119 SFD 7.125 6.500 $2,132.32 360 1-Feb-29 $316,246.90
7544035 SANTA CLARA CA 95054 PUD 7.125 6.500 $2,361.57 360 1-Mar-29 $350,528.00
7544296 THOUSAND OAKS CA 91362 SFD 7.250 6.500 $2,101.10 360 1-Feb-29 $307,759.73
7544334 LONG BEACH CA 90815 SFD 6.875 6.500 $2,795.89 360 1-Feb-29 $425,242.44
7544690 RENO NV 89509 SFD 7.500 6.500 $3,915.60 360 1-Feb-29 $559,584.40
7545556 BOALSBURG PA 16827 SFD 7.625 6.500 $2,194.16 360 1-Feb-29 $309,775.63
7545686 LAS CRUCES NM 88011 SFD 7.125 6.500 $2,122.21 360 1-Feb-29 $314,748.10
7545773 EVERGREEN CO 80439 SFD 7.375 6.500 $2,440.85 360 1-Feb-29 $353,131.09
7547537 SAN JOSE CA 95133 SFD 6.875 6.500 $1,747.43 360 1-Jan-29 $265,551.78
7547719 WILDWOOD MO 63005 PUD 7.375 6.500 $2,334.48 360 1-Mar-29 $338,000.00
7547752 CORONADO CA 92118 SFD 7.375 6.500 $4,282.19 360 1-Feb-29 $619,528.23
7548024 CAMARILLO CA 93021 SFD 7.125 6.500 $2,845.79 360 1-Feb-29 $422,062.21
7548146 SAN DIEGO CA 92130 SFD 7.250 6.500 $1,957.85 360 1-Feb-29 $286,776.11
7549417 DUNWOODY GA 30350 SFD 7.000 6.500 $2,629.28 360 1-Feb-29 $394,876.05
7549573 BEAVERTON OR 97007 SFD 6.750 6.483 $1,674.36 360 1-Mar-29 $258,150.00
7549639 UNION CITY CA 94587 SFD 6.875 6.500 $1,678.12 360 1-Feb-29 $255,235.40
7549668 ASTORIA OR 97103 SFD 7.250 6.500 $1,910.09 360 1-Mar-29 $280,000.00
7551162 ANACORTES WA 98273 SFD 7.500 6.500 $3,041.58 360 1-Feb-29 $434,677.17
7551236 WALNUT CREEK CA 94598 SFD 7.375 6.500 $3,851.20 360 1-Feb-29 $557,175.72
7551813 ATHERTON CA 94027 SFD 6.625 6.358 $2,823.77 360 1-Feb-29 $440,610.92
7552508 GROSSE POINTE FAR MI 48230 SFD 7.375 6.500 $2,237.79 360 1-Feb-29 $323,753.46
7553323 NEENAH WI 54956 SFD 7.375 6.500 $2,210.16 360 1-Feb-29 $319,756.51
7553479 HASTINGS MN 55033 SFD 7.375 6.500 $2,230.88 360 1-Feb-29 $322,754.22
7554535 CHATTANOOGA TN 37421 SFD 6.875 6.500 $2,581.73 360 1-Feb-29 $392,669.83
7554574 FREMONT CA 94539 PUD 7.125 6.500 $4,360.31 360 1-Feb-29 $646,682.44
7555030 ASPEN CO 81611 SFD 7.125 6.500 $2,561.48 360 1-Mar-29 $380,200.00
7555085 KINGS BEACH CA 96143 SFD 7.125 6.500 $2,903.73 360 1-Mar-29 $431,000.00
7555141 OAKLAND NJ 07436 SFD 7.375 6.500 $1,958.06 360 1-Mar-29 $283,500.00
7555345 ENCINITAS CA 92007 SFD 6.500 6.233 $4,108.44 360 1-Mar-29 $650,000.00
7555380 INDIAN WELLS CA 92210 SFD 7.375 6.500 $6,906.75 360 1-Mar-29 $1,000,000.00
7555477 MCLEAN VA 22102 SFD 7.000 6.500 $5,575.23 360 1-Feb-29 $837,313.10
7555760 PARK CITY UT 84098 SFD 6.875 6.500 $2,496.33 360 1-Feb-29 $379,680.75
7555942 SAUSALITO CA 94965 SFD 7.375 6.500 $4,489.39 360 1-Feb-29 $649,505.40
7555955 BAINBRIDGE ISLAND WA 98110 SFD 7.375 6.500 $1,968.42 360 1-Mar-29 $285,000.00
7556161 FREMONT CA 94539 SFD 7.000 6.500 $2,171.55 360 1-Feb-29 $326,132.45
7556545 OCEAN CITY NJ 08226 LCO 7.500 6.500 $2,265.45 360 1-Feb-29 $323,759.55
7556965 SPRINGFIELD VA 22150 SFD 6.875 6.500 $2,422.75 360 1-Mar-29 $368,800.00
7557019 SAN JOSE CA 95125 SFD 7.125 6.500 $4,370.75 360 1-Mar-29 $648,750.00
7557843 CARMEL CA 93923 SFD 7.125 6.500 $2,290.64 360 1-Mar-29 $340,000.00
7558508 SOLANA BEACH CA 92075 PUD 7.125 6.500 $2,479.28 360 1-Mar-29 $368,000.00
7558545 PACIFICA CA 94044 SFD 7.250 6.500 $2,046.53 360 1-Mar-29 $300,000.00
7558637 GREENWOOD VILLAGE CO 80111 SFD 7.500 6.500 $3,873.65 360 1-Feb-29 $553,588.85
7558715 CUPERTINO CA 95014 SFD 7.250 6.500 $2,489.94 360 1-Feb-29 $364,715.27
7558873 HOUSTON TX 77019 SFD 6.875 6.500 $2,983.44 360 1-Feb-29 $453,768.46
7558879 GROTON MA 01450 SFD 7.250 6.500 $2,544.52 360 1-Feb-29 $372,709.02
7558931 PARK RIDGE IL 60068 SFD 7.500 6.500 $1,929.83 360 1-Feb-29 $275,795.17
7559210 UNION CITY CA 94587 SFD 7.000 6.500 $1,911.63 360 1-Feb-29 $287,097.48
7560440 CHICAGO IL 60614 SFD 7.125 6.500 $4,177.05 360 1-Feb-29 $619,504.20
7560452 RANCHO SANTA FE CA 92067 SFD 7.250 6.500 $6,821.76 360 1-Mar-29 $1,000,000.00
7560812 WATSONVILLE CA 95076 SFD 6.875 6.500 $2,069.33 360 1-Mar-29 $315,000.00
7561033 BELLEVUE WA 98006 SFD 6.875 6.500 $2,167.87 360 1-Feb-29 $329,722.76
7561090 PARK CITY UT 84098 LCO 7.625 6.500 $1,848.34 360 1-Mar-29 $261,141.00
7561099 REDMOND WA 98053 SFD 7.000 6.500 $2,288.37 360 1-Mar-29 $343,960.00
7561219 GILROY CA 95020 SFD 7.125 6.500 $2,107.39 360 1-Mar-29 $312,800.00
7561315 BELLEVUE WA 98006 SFD 6.875 6.500 $2,174.43 360 1-Mar-29 $331,000.00
7561317 CARBONDALE CO 81623 SFD 7.000 6.500 $3,795.55 360 1-Mar-29 $570,500.00
7561525 FRANKLIN MI 48025 SFD 7.125 6.500 $4,911.41 360 1-Feb-29 $728,417.03
7561527 FORT COLLINS CO 80525 SFD 6.875 6.500 $2,222.39 360 1-Feb-29 $338,015.79
7562186 ALPHARETTA GA 30004 SFD 6.875 6.500 $1,970.79 360 1-Mar-29 $300,000.00
7562303 SAN JOSE CA 95132 SFD 7.000 6.500 $1,739.77 360 1-Feb-29 $261,285.65
7563139 COLORADO SPRINGS CO 80906 SFD 7.125 6.500 $2,155.90 360 1-Mar-29 $320,000.00
7563337 LAFAYETTE CA 94549 SFD 7.000 6.500 $4,014.77 360 1-Mar-29 $603,450.00
7564351 POWDER SPRINGS GA 30127 SFD 6.875 6.500 $2,220.49 360 1-Feb-29 $337,727.03
7565464 EVERGREEN CO 80439 SFD 7.250 6.500 $4,710.43 360 1-Feb-29 $689,961.34
7565482 NEWPORT COAST CA 92657 SFD 6.500 6.233 $2,070.02 360 1-Mar-29 $327,500.00
7566267 RENO NV 89509 SFD 7.750 6.500 $2,023.86 360 1-Feb-29 $282,300.62
7567435 ATHENS GA 30606 SFD 7.250 6.500 $1,848.70 360 1-Feb-29 $270,788.59
7567670 SAN LUIS OBISPO CA 93401 SFD 7.375 6.500 $1,972.29 360 1-Mar-29 $285,560.00
7568334 BELMONT CA 94002 SFD 6.625 6.358 $2,036.19 360 1-Mar-29 $318,000.00
7568680 ROSWELL GA 30076 SFD 6.875 6.500 $1,882.10 360 1-Feb-29 $286,259.31
7569151 WASHINGTON DC 20007 SFD 7.250 6.500 $2,912.89 360 1-Feb-29 $426,666.90
7569217 SAN JOSE CA 95129 SFD 7.375 6.500 $2,382.83 360 1-Mar-29 $345,000.00
7569257 FRANKLIN LAKES NJ 07417 SFD 7.000 6.500 $2,095.70 360 1-Mar-29 $315,000.00
7569534 CHAPEL HILL NC 27514 SFD 7.000 6.500 $2,276.67 360 1-Mar-29 $342,200.00
7569713 SAN DIEGO CA 92122 SFD 7.500 6.500 $1,966.54 360 1-Mar-29 $281,250.00
7569773 HILLSBOROUGH NC 27278 SFD 7.000 6.500 $1,796.32 360 1-Mar-29 $270,000.00
7570042 BARRINGTON IL 60010 SFD 7.000 6.500 $1,869.50 360 1-Mar-29 $281,000.00
7570699 REDONDO BEACH CA 90277 SFD 6.875 6.500 $2,614.58 360 1-Mar-29 $398,000.00
7571661 CHARLESTON SC 29401 SFD 7.125 6.500 $3,638.08 360 1-Mar-29 $540,000.00
7572101 SAN JOSE CA 95123 SFD 7.250 6.500 $1,875.98 360 1-Feb-29 $274,785.48
7572198 DENVER CO 80206 PUD 7.250 6.500 $2,046.53 360 1-Mar-29 $300,000.00
7572326 ORANGE CA 92867 SFD 7.125 6.500 $2,115.48 360 1-Mar-29 $314,000.00
7572380 SAVANNAH GA 31406 PUD 6.875 6.500 $2,627.72 360 1-Mar-29 $400,000.00
7572719 BRECKENRIDGE CO 80424 LCO 7.625 6.500 $2,335.19 360 1-Feb-29 $329,686.21
7572844 LOS ANGELES CA 91311 SFD 7.125 6.500 $1,906.62 360 1-Feb-29 $282,773.69
7573056 ST PETERSBURG FL 33704 SFD 6.875 6.500 $1,806.55 360 1-Mar-29 $275,000.00
7573165 CORNELIUS NC 28031 SFD 7.125 6.500 $1,938.62 360 1-Mar-29 $287,750.00
7573602 LOS ANGELES CA 90292 SFD 6.875 6.500 $2,315.67 360 1-Mar-29 $352,500.00
7573923 MAMMOTH LAKES CA 93546 SFD 7.000 6.500 $1,816.28 360 1-Mar-29 $273,000.00
7574735 LANDENBERG PA 19350 SFD 7.000 6.500 $3,858.75 360 1-Mar-29 $580,000.00
7574897 BARRINGTON IL 60010 SFD 7.125 6.500 $2,883.52 360 1-Feb-29 $427,657.73
7575274 BARRINGTON IL 60010 SFD 7.000 6.500 $1,663.26 360 1-Mar-29 $250,000.00
7575551 BOULDER CO 80301 SFD 6.625 6.358 $1,904.93 360 1-Feb-29 $297,237.52
7576288 FORT COLLINS CO 80526 SFD 6.750 6.483 $1,707.43 360 1-Mar-29 $263,250.00
7576330 SAN RAMON CA 94583 SFD 7.250 6.500 $2,046.53 360 1-Mar-29 $300,000.00
7576801 TENAFLY NJ 07670 SFD 7.000 6.500 $3,991.82 360 1-Mar-29 $600,000.00
7576890 MOBILE AL 36695 SFD 7.125 6.500 $1,664.08 360 1-Feb-29 $246,802.48
7577246 MCLEAN VA 22102 SFD 6.875 6.500 $2,882.65 300 1-Mar-24 $412,500.00
7578039 DANA POINT CA 92629 PUD 7.000 6.500 $2,428.35 360 1-Mar-29 $365,000.00
7578095 SOLVANG CA 93463 SFD 7.250 6.500 $6,207.80 360 1-Mar-29 $910,000.00
7578320 BERKELEY CA 94705 MF2 6.750 6.483 $2,456.57 360 1-Mar-29 $378,750.00
7578494 BARRINGTON IL 60010 SFD 7.125 6.500 $2,021.16 360 1-Mar-29 $300,000.00
7578679 SMYRNA GA 30126 PUD 6.750 6.483 $1,834.27 360 1-Mar-29 $282,806.00
7578916 RENO NV 89523 SFD 7.500 6.500 $1,826.70 360 1-Mar-29 $261,250.00
7579349 SEATTLE WA 98199 SFD 7.000 6.500 $3,659.16 360 1-Mar-29 $550,000.00
7580900 ATLANTA GA 30327 SFD 7.500 6.500 $2,796.86 360 1-Mar-29 $400,000.00
7580973 KENNESAW GA 30152 SFD 6.750 6.483 $2,897.37 240 1-Mar-19 $381,050.00
7581027 BRECKENRIDGE CO 80424 SFD 7.375 6.500 $2,417.36 360 1-Mar-29 $350,000.00
7581223 COROLLA NC 27927 SFD 7.250 6.500 $2,837.85 360 1-Mar-29 $416,000.00
7581810 FOSTER CITY CA 94404 SFD 7.250 6.500 $2,292.11 360 1-Mar-29 $336,000.00
7582124 NEWPORT COAST CA 92657 SFD 6.875 6.500 $3,515.88 360 1-Mar-29 $535,200.00
7582167 CHICAGO IL 60661 LCO 7.375 6.500 $3,570.79 360 1-Mar-29 $517,000.00
7582517 MOUNTAIN VIEW CA 94041 SFD 6.875 6.500 $2,200.71 360 1-Mar-29 $335,000.00
7583055 RIDGEWOOD VILLAGE NJ 07450 SFD 7.375 6.500 $2,610.75 360 1-Mar-29 $378,000.00
7583725 CARMEL CA 93921 SFD 6.875 6.500 $2,430.64 360 1-Mar-29 $370,000.00
7585257 FRESNO CA 93720 SFD 6.875 6.500 $2,059.47 360 1-Mar-29 $313,500.00
7585791 NEW CANAAN CT 06840 SFD 6.875 6.500 $4,992.66 360 1-Mar-29 $760,000.00
7586567 ORANGE CA 92867 SFD 6.500 6.233 $2,540.91 360 1-Mar-29 $402,000.00
7586954 LINCOLN NE 68505 SFD 7.500 6.500 $1,835.44 360 1-Mar-29 $262,500.00
7587880 LAS CRUCES NM 88011 SFD 6.750 6.483 $1,686.36 360 1-Feb-29 $259,776.14
7589936 COEUR D'ALENE ID 83814 SFD 6.875 6.500 $1,921.52 360 1-Mar-29 $292,500.00
7590449 LAFAYETTE CA 94549 SFD 7.125 6.500 $1,879.67 360 1-Mar-29 $279,000.00
7590606 ISSAQUAH WA 98029 SFD 7.000 6.500 $2,182.19 360 1-Mar-29 $328,000.00
7590937 SNOWMASS VILLAGE CO 81615 LCO 7.375 6.500 $2,817.95 360 1-Feb-29 $407,688.71
7592732 SNOWMASS CO 81654 SFD 6.875 6.500 $2,627.72 360 1-Mar-29 $400,000.00
7594939 PACIFICA CA 94044 SFD 7.000 6.500 $2,419.98 360 1-Mar-29 $363,742.00
7597405 SEATTLE WA 98112 SFD 7.250 6.500 $3,541.86 360 1-Mar-29 $519,200.00
7598428 APSEN CO 81611 SFD 7.000 6.500 $2,335.88 360 1-Mar-29 $351,100.00
7599294 COLORADO SPRINGS CO 80906 SFD 7.375 6.500 $2,541.68 360 1-Mar-29 $368,000.00
$613,935,568.49
</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>
4707361 73.59 0.250 0.017 0.233
4764040 77.33 0.250 0.017 0.483
4766924 78.26 0.250 0.017 0.358
4786881 76.92 0.250 0.017 0.358
4800560 88.10 06 0.250 0.017 0.858
4802462 74.71 0.250 0.017 0.233
4809809 90.00 06 0.250 0.017 0.608
4826864 89.99 33 0.250 0.017 0.733
4828910 74.96 0.250 0.017 0.983
4829344 78.40 11 0.250 0.017 0.733
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7511783 71.94 0.250 0.017 0.608
7512327 40.00 0.250 0.017 0.733
7512523 64.71 0.250 0.017 0.233
7513221 63.16 0.250 0.017 0.233
7513380 49.70 0.250 0.017 0.733
7515033 69.65 0.250 0.017 0.358
7515361 70.00 0.250 0.017 0.358
7515946 72.37 0.250 0.017 0.358
7516383 80.00 0.250 0.017 0.358
7517513 68.69 0.250 0.017 0.858
7519476 69.72 0.250 0.017 0.233
7519625 73.68 0.250 0.017 0.108
7519661 80.00 0.250 0.017 0.108
7520516 90.00 06 0.250 0.017 0.483
7520666 90.00 17 0.250 0.017 1.233
7521594 78.92 0.250 0.017 0.108
7521751 62.96 0.250 0.017 0.233
7522480 94.99 12 0.250 0.017 0.608
7522519 71.53 0.250 0.017 0.608
7522520 80.00 0.250 0.017 0.358
7522768 80.00 0.250 0.017 0.233
7522852 74.88 0.250 0.017 0.108
7523623 67.39 0.250 0.017 0.483
7524158 63.41 0.250 0.017 0.000
7525150 75.00 0.250 0.017 0.358
7525374 60.00 0.250 0.017 0.000
7525849 77.92 0.250 0.017 0.233
7526316 78.22 0.250 0.017 0.608
7527294 80.00 0.250 0.017 0.233
7527534 75.00 0.250 0.017 0.108
7527678 90.00 11 0.250 0.017 0.733
7528344 70.00 0.250 0.017 0.000
7528498 94.49 11 0.250 0.017 0.358
7529451 80.00 0.250 0.017 0.108
7529829 40.95 0.250 0.017 0.233
7529850 79.99 0.250 0.017 0.483
7530359 67.86 0.250 0.017 0.483
7530801 50.36 0.250 0.017 0.483
7530975 80.00 0.250 0.017 0.108
7531038 90.00 17 0.250 0.017 0.358
7531305 70.00 0.250 0.017 0.733
7531441 75.00 0.250 0.017 0.358
7531508 80.00 0.250 0.017 0.858
7531554 73.01 0.250 0.017 0.608
7533974 70.00 0.250 0.017 0.108
7534031 70.00 0.250 0.017 0.000
7534106 49.68 0.250 0.017 0.358
7534129 79.99 0.250 0.017 0.358
7534425 68.87 0.250 0.017 0.233
7535398 69.07 0.250 0.017 0.108
7535672 68.57 0.250 0.017 0.358
7535688 80.00 0.250 0.017 0.233
7535974 80.00 0.250 0.017 0.733
7536085 69.70 0.250 0.017 0.233
7536187 51.16 0.250 0.017 0.483
7536816 63.06 0.250 0.017 0.483
7536978 79.92 0.250 0.017 0.233
7537137 70.00 0.250 0.017 0.733
7537284 87.80 24 0.250 0.017 0.608
7537412 94.19 11 0.250 0.017 0.483
7537660 80.00 0.250 0.017 0.358
7538053 80.00 0.250 0.017 0.733
7538217 73.58 0.250 0.017 0.483
7538325 57.68 0.250 0.017 0.233
7538396 79.31 0.250 0.017 0.108
7538422 49.90 0.250 0.017 0.108
7538519 80.00 0.250 0.017 0.358
7538907 80.00 0.250 0.017 0.483
7540177 76.29 0.250 0.017 0.733
7540419 73.78 0.250 0.017 0.608
7540529 90.00 01 0.250 0.017 0.358
7541196 77.38 0.250 0.017 0.233
7541213 80.00 0.250 0.017 0.233
7541347 71.97 0.250 0.017 0.108
7541712 50.64 0.250 0.017 0.358
7541808 60.00 0.250 0.017 0.733
7541832 80.00 0.250 0.017 0.108
7542054 40.00 0.250 0.017 0.000
7543219 90.00 11 0.250 0.017 0.358
7543295 90.00 17 0.250 0.017 0.483
7544035 69.87 0.250 0.017 0.358
7544296 80.00 0.250 0.017 0.358
7544334 80.00 0.250 0.017 0.483
7544690 80.00 0.250 0.017 0.108
7545556 80.00 0.250 0.017 0.733
7545686 74.34 0.250 0.017 0.858
7545773 75.50 0.250 0.017 0.358
7547537 45.90 0.250 0.017 0.608
7547719 72.68 0.250 0.017 0.108
7547752 75.96 0.250 0.017 0.608
7548024 66.67 0.250 0.017 0.608
7548146 80.00 0.250 0.017 0.358
7549417 63.08 0.250 0.017 0.483
7549573 87.82 13 0.250 0.017 0.233
7549639 79.43 0.250 0.017 0.000
7549668 71.05 0.250 0.017 0.108
7551162 80.00 0.250 0.017 0.483
7551236 72.50 0.250 0.017 0.733
7551813 80.00 0.250 0.017 0.608
7552508 70.00 0.250 0.017 0.000
7553323 67.50 0.250 0.017 0.608
7553479 80.00 0.250 0.017 0.608
7554535 85.00 33 0.250 0.017 0.608
7554574 77.06 0.250 0.017 0.108
7555030 80.00 0.250 0.017 0.358
7555085 38.99 0.250 0.017 0.358
7555141 52.24 0.250 0.017 0.358
7555345 90.00 01 0.250 0.017 0.608
7555380 66.67 0.250 0.017 0.000
7555477 44.44 0.250 0.017 0.608
7555760 59.86 0.250 0.017 0.233
7555942 61.79 0.250 0.017 0.108
7555955 61.90 0.250 0.017 0.608
7556161 95.00 06 0.250 0.017 0.608
7556545 80.00 0.250 0.017 0.233
7556965 61.83 0.250 0.017 0.733
7557019 79.89 0.250 0.017 0.108
7557843 75.00 0.250 0.017 0.358
7558508 80.00 0.250 0.017 0.358
7558545 80.00 0.250 0.017 0.358
7558637 80.00 0.250 0.017 0.483
7558715 73.38 0.250 0.017 0.733
7558873 51.77 0.250 0.017 0.483
7558879 69.87 0.250 0.017 0.108
7558931 74.60 0.250 0.017 0.483
7559210 80.00 0.250 0.017 0.733
7560440 80.00 0.250 0.017 0.233
7560452 77.99 0.250 0.017 0.358
7560812 28.17 0.250 0.017 0.483
7561033 50.81 0.250 0.017 0.108
7561090 50.00 0.250 0.017 0.108
7561099 95.00 11 0.250 0.017 0.858
7561219 80.00 0.250 0.017 0.233
7561315 80.00 0.250 0.017 0.358
7561317 76.80 0.250 0.017 0.108
7561525 70.00 0.250 0.017 0.233
7561527 69.43 0.250 0.017 0.358
7562186 77.24 0.250 0.017 0.108
7562303 80.00 0.250 0.017 0.108
7563139 71.64 0.250 0.017 0.233
7563337 74.42 0.250 0.017 0.358
7564351 79.99 0.250 0.017 0.233
7565464 79.64 0.250 0.017 0.108
7565482 79.37 0.250 0.017 0.483
7566267 50.00 0.250 0.017 0.000
7567435 50.00 0.250 0.017 0.983
7567670 78.55 0.250 0.017 0.483
7568334 79.99 0.250 0.017 0.608
7568680 57.82 0.250 0.017 0.000
7569151 79.14 0.250 0.017 0.108
7569217 72.99 0.250 0.017 0.483
7569257 72.78 0.250 0.017 0.608
7569534 69.23 0.250 0.017 0.233
7569713 78.67 0.250 0.017 0.233
7569773 74.01 0.250 0.017 0.733
7570042 67.50 0.250 0.017 0.233
7570699 59.16 0.250 0.017 0.233
7571661 69.22 0.250 0.017 0.108
7572101 80.00 0.250 0.017 0.358
7572198 52.24 0.250 0.017 0.483
7572326 68.18 0.250 0.017 0.483
7572380 69.01 0.250 0.017 0.358
7572719 58.65 0.250 0.017 0.108
7572844 75.00 0.250 0.017 0.858
7573056 84.48 11 0.250 0.017 0.358
7573165 69.89 0.250 0.017 0.108
7573602 52.80 0.250 0.017 0.358
7573923 69.12 0.250 0.017 0.108
7574735 78.90 0.250 0.017 0.233
7574897 77.33 0.250 0.017 0.233
7575274 80.00 0.250 0.017 0.358
7575551 54.95 0.250 0.017 0.233
7576288 70.00 0.250 0.017 0.000
7576330 75.00 0.250 0.017 0.000
7576801 80.00 0.250 0.017 0.483
7576890 63.16 0.250 0.017 0.233
7577246 76.00 0.250 0.017 0.358
7578039 64.96 0.250 0.017 0.108
7578095 76.84 0.250 0.017 0.233
7578320 64.88 0.250 0.017 0.483
7578494 75.00 0.250 0.017 0.000
7578679 66.67 0.250 0.017 0.358
7578916 80.00 0.250 0.017 0.000
7579349 95.00 24 0.250 0.017 0.733
7580900 68.75 0.250 0.017 0.233
7580973 48.48 0.250 0.017 0.733
7581027 74.72 0.250 0.017 0.000
7581223 64.22 0.250 0.017 0.608
7581810 78.79 0.250 0.017 0.483
7582124 70.00 0.250 0.017 0.483
7582167 80.00 0.250 0.017 0.108
7582517 64.63 0.250 0.017 0.608
7583055 64.55 0.250 0.017 0.108
7583725 70.00 0.250 0.017 0.608
7585257 61.67 0.250 0.017 0.108
7585791 83.60 17 0.250 0.017 0.108
7586567 48.10 0.250 0.017 0.108
7586954 66.45 0.250 0.017 0.000
7587880 78.36 0.250 0.017 0.733
7589936 65.00 0.250 0.017 0.000
7590449 52.33 0.250 0.017 0.108
7590606 58.74 0.250 0.017 0.358
7590937 65.60 0.250 0.017 0.233
7592732 80.00 0.250 0.017 0.608
7594939 42.11 0.250 0.017 0.108
7597405 75.00 0.250 0.017 0.233
7598428 80.00 0.250 0.017 0.483
7599294 54.02 0.250 0.017 0.233
7607766 80.00 0.250 0.017 0.608
COUNT: 1643
WAC: 7.132947856
WAM: 358.2278008
WALTV: 68.30469444
</TABLE>
<PAGE>
EXHIBIT F-3
NASCOR
NMI / 1999-09 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>
4819274 WALNUT CREEK CA 94596 SFD 7.375 6.500 $2,320.67 360 1-Jun-28 $332,703.98
4851164 TAMPA FL 33609 SFD 7.500 6.500 $2,097.13 349 1-Jun-27 $294,948.03
4855111 WILLIAMSBURG VA 23185 PUD 7.750 6.500 $4,871.61 360 1-Jan-28 $672,991.32
4856868 LONG VALLEY NJ 07853 SFD 7.500 6.500 $2,202.53 360 1-Oct-28 $313,816.40
4867295 SAN RAMON CA 94583 SFD 7.500 6.500 $2,010.88 358 1-Jul-27 $281,740.10
4870311 CONCORD CA 94521 SFD 7.250 6.500 $1,592.89 360 1-Dec-28 $232,950.21
4873887 NORGOLK VA 23504 SFD 6.875 6.500 $1,697.51 360 1-Aug-28 $256,167.21
4876765 SHERMAN OAKS CA 91423 SFD 7.500 6.500 $1,803.97 360 1-Aug-28 $255,626.00
4881134 MODESTO CA 95356 SFD 7.500 6.500 $2,080.16 360 1-Sep-28 $296,049.11
4910662 BOCA RATON FL 33428 SFD 7.750 6.500 $1,727.63 360 1-Oct-28 $240,287.93
4912035 JACKSONVILLE FL 32257 SFD 7.375 6.500 $2,037.50 360 1-Sep-28 $293,632.26
4920277 SAN DIEGO CA 92128 SFD 7.600 6.500 $1,900.76 360 1-Sep-28 $268,006.26
4920409 IRVINE CA 92606 SFD 7.125 6.500 $2,027.90 360 1-Sep-28 $299,534.12
4920461 SANTA BARBARA CA 93111 SFD 7.100 6.500 $1,713.69 360 1-Oct-28 $251,739.82
4920489 LOS ALAMITOS CA 90720 SFD 7.400 6.500 $1,696.34 360 1-Oct-28 $244,060.96
4920822 SARATOGA CA 95070 SFD 7.000 6.500 $2,860.81 360 1-Oct-28 $427,651.72
4921058 SAN DIEGO CA 92109 SFD 7.150 6.500 $1,762.82 360 1-Sep-28 $259,644.86
4922599 LOS ANGELES CA 91604 SFD 7.500 6.500 $3,082.14 360 1-Nov-28 $439,166.06
4922720 CARTERSVILLE GA 30120 SFD 7.500 6.500 $1,738.60 360 1-Dec-28 $248,092.92
4922823 SHELBY TOWNSHIP MI 48316 SFD 7.875 6.500 $2,545.00 360 1-Aug-28 $349,274.41
4928204 KINGSWOOD TX 77345 SFD 7.000 6.500 $1,855.20 360 1-Mar-29 $278,850.00
4929610 TOPANGA CA 90290 SFD 7.250 6.500 $2,009.01 360 1-Oct-28 $293,337.34
4930180 WEST ORANGE NJ 07052 SFD 7.875 6.500 $2,183.55 360 1-Oct-28 $300,100.05
4930259 DOYLESTOWN PA 18901 SFD 7.250 6.500 $1,189.04 360 1-Nov-28 $173,751.13
4930403 RENTON WA 98058 SFD 7.375 6.500 $1,664.53 360 1-Jan-29 $240,632.11
4941406 SAN JOSE CA 95138 LCO 7.250 6.500 $1,678.49 360 1-Sep-28 $244,880.83
4941528 FISHERS IN 46038 PUD 7.000 6.500 $1,709.83 360 1-Nov-28 $256,149.95
4942128 ATLANTA GA 30327 SFD 7.125 6.500 $1,886.42 360 1-Nov-28 $279,096.31
4942970 SEATTLE WA 98117 SFD 7.125 6.500 $1,871.93 360 1-Oct-28 $276,725.75
4942986 SEASIDE CA 93955 SFD 7.625 6.500 $1,443.90 360 1-Nov-28 $203,403.75
4943252 WESTLAKE VILLAGE CA 91361 SFD 8.500 6.500 $2,368.25 360 1-Dec-28 $307,436.27
4943257 SATELLITE BEACH FL 32937 PUD 7.875 6.500 $1,943.19 360 1-Dec-28 $267,443.04
4943565 CUMMING GA 30040 SFD 6.750 6.483 $2,094.97 360 1-Nov-28 $321,878.21
4945008 SAN DIEGO CA 92037 SFD 7.500 6.500 $9,640.42 360 1-Oct-28 $1,372,948.95
4945856 BOISE ID 83709 SFD 7.000 6.500 $767.76 360 1-Feb-28 $114,126.31
4945925 NESCONSET NY 11767 SFD 8.375 6.500 $2,120.61 360 1-Sep-22 $215,922.17
4945968 FREMONT CA 94536 SFD 7.500 6.500 $2,408.79 360 1-Oct-28 $343,205.59
4947293 MENDON MA 01756 SFD 7.625 6.500 $2,477.28 360 1-Dec-28 $349,235.20
4954106 NEWTON MA 02459 SFD 7.000 6.500 $2,448.31 360 1-Feb-29 $367,698.36
4956399 REHOBOTH MA 02769 SFD 6.875 6.500 $1,881.87 354 1-Feb-28 $283,226.36
4956550 PHOENIX AZ 85044 SFD 7.250 6.500 $2,851.50 360 1-Jan-29 $417,345.87
4956697 CHEVY CHASE MD 20815 SFD 6.625 6.358 $1,908.13 360 1-Oct-28 $296,670.80
4956940 ATLANTA GA 30324 SFD 7.125 6.500 $2,222.26 360 1-Dec-28 $329,053.96
4956987 OMAHA NE 68118 SFD 7.000 6.500 $2,461.62 360 1-Feb-29 $369,696.71
4957282 GENEVA FL 32732 PUD 7.250 6.500 $1,684.98 360 1-Dec-28 $246,418.44
4959135 ROSWELL GA 30075 SFD 6.875 6.500 $1,570.06 360 1-Sep-28 $237,777.87
4959370 WASHINGTON DC 20008 SFD 7.250 6.500 $4,434.15 360 1-Jan-29 $648,982.80
4959444 NORMAN OK 73071 SFD 7.250 6.500 $2,455.83 360 1-Feb-29 $359,719.17
4960349 ALPINE CA 91901 SFD 7.125 6.500 $2,479.28 360 1-Dec-28 $366,812.36
4960361 HOUSTON TX 77007 SFD 6.875 6.500 $656.93 360 1-Nov-28 $99,661.05
4960701 BELLEVUE NE 68005 SFD 7.000 6.500 $1,673.24 360 1-Feb-29 $251,293.84
4960902 FREMONT CA 94539 SFD 7.000 6.500 $4,324.47 360 1-Dec-28 $648,392.25
4961031 MIAMI FL 33129 SFD 7.375 6.500 $1,851.01 360 1-Aug-28 $266,545.92
4961063 SNOHOMISH WA 98290 PUD 6.875 6.500 $1,491.23 360 1-Dec-28 $226,424.59
4961103 RANCHO CUCAMONGA CA 91701 SFD 7.375 6.500 $1,740.50 360 1-Oct-28 $251,029.39
4961121 LONGWOOD FL 32779 SFD 7.000 6.500 $1,929.38 360 1-Oct-28 $288,797.48
4961157 KISSIMMEE FL 34744 SFD 7.625 6.500 $2,320.60 360 1-Oct-28 $323,088.20
4961481 FREMONT CA 94555 SFD 7.000 6.500 $1,769.70 360 1-Nov-28 $265,120.21
4962358 HILLSDALE MI 49242 SFD 7.750 6.500 $536.59 360 1-Dec-28 $74,740.39
4962418 HUNTSVILLE AL 35803 SFD 7.250 6.500 $2,475.35 360 1-Nov-28 $361,718.26
4962675 BEDMINSTER NJ 07921 LCO 7.375 6.500 $904.09 360 1-Sep-28 $130,293.14
4962683 SULLIVAN'S ISLAND SC 29482 SFD 7.500 6.500 $4,453.99 360 1-Dec-28 $635,572.90
4962707 MANSFIELD TX 76063 PUD 7.500 6.500 $419.53 360 1-Nov-28 $59,820.20
4962884 LOS ANGELES CA 90035 SFD 7.250 6.500 $3,151.65 360 1-Dec-28 $460,912.25
4962893 BOULDER CO 80304 SFD 6.750 6.483 $1,764.19 360 1-Dec-28 $270,689.53
4962896 NANUET NY 10954 SFD 7.625 6.500 $1,769.48 360 1-Nov-28 $249,269.31
4962900 PORT ARANSAS TX 78373 LCO 7.250 6.500 $641.25 360 1-Nov-28 $93,704.00
4963061 IRVINE CA 92612 SFD 7.500 6.500 $2,852.80 360 1-Jan-29 $407,392.51
4963183 STOUGHTON WI 53589 SFD 7.750 6.500 $967.16 360 1-Dec-28 $134,712.29
4963195 MUNDELEIN IL 60060 SFD 8.500 6.500 $415.21 360 1-Oct-27 $53,411.26
4963220 RUTLAND VT 05701 SFD 8.250 6.500 $510.86 360 1-Apr-27 $66,923.55
4963268 DANBURY CT 06811 SFD 7.375 6.500 $884.07 360 1-Sep-28 $127,380.74
4963291 RESTON VA 22090 SFD 8.250 6.500 $525.89 360 1-Jan-27 $68,607.92
4963298 INDIANAPOLIS IN 46224 SFD 7.500 6.500 $706.21 360 1-Dec-28 $100,773.71
4963304 NEW YORK NY 10018 COP 8.000 6.500 $733.77 360 1-Dec-28 $99,797.35
4963338 GRAPEVINE TX 76051 SFD 7.125 6.500 $1,758.41 360 1-Jan-29 $260,581.32
4963448 LIBERTYVILLE IL 60048 SFD 7.000 6.500 $2,195.50 360 1-Dec-28 $329,183.75
4963461 CHARLOTTE NC 28277 SFD 6.625 6.358 $2,561.25 360 1-Dec-28 $398,935.42
4963546 DURHAM NC 27707 SFD 7.000 6.500 $1,636.64 360 1-Jan-29 $245,595.54
4963650 POINT PLEASANT NJ 08742 SFD 7.750 6.500 $2,435.81 360 1-Jan-29 $339,518.49
4964031 MARLTON NJ 08053 SFD 6.750 6.483 $1,634.47 360 1-Dec-28 $251,345.42
4964055 FAIRFAX VA 22030 SFD 7.375 6.500 $3,117.61 356 1-Jul-28 $448,579.03
4964113 FAIRFIELD CT 06430 SFD 6.500 6.233 $1,875.98 360 1-Dec-28 $295,990.69
4964120 CELEBRATION FL 34747 SFD 7.000 6.500 $3,778.92 360 1-Dec-28 $566,595.08
4964254 VIENNA VA 22181 SFD 7.000 6.500 $3,193.45 360 1-Dec-28 $478,812.75
4964550 DENVER CO 80209 SFD 7.000 6.500 $3,024.69 351 1-Mar-28 $450,015.05
4964657 MENDHAM NJ 07945 SFD 6.750 6.483 $2,704.65 360 1-Dec-28 $415,916.86
4966101 LISLE IL 60532 SFD 7.375 6.500 $2,099.66 360 1-Dec-28 $303,301.74
4966147 NAPA CA 94558 SFD 7.250 6.500 $2,111.34 360 1-Jan-29 $309,015.66
4967788 FREMONT CA 94539 SFD 7.375 6.500 $3,333.20 360 1-Oct-28 $480,741.19
4967810 GREENLAND NH 03840 SFD 7.500 6.500 $3,496.07 360 1-Feb-29 $499,454.13
4967888 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $1,807.77 360 1-Nov-28 $263,369.01
4967905 UNION CITY CA 94587 SFD 7.375 6.500 $2,154.91 360 1-Oct-28 $310,451.06
4968220 TOWNSHIP OF COMMERCE MI 48382 SFD 7.500 6.500 $2,307.41 360 1-Feb-29 $329,755.09
4968227 BLOOMFIELD TWP MI 48302 SFD 7.375 6.500 $4,144.05 360 1-Feb-29 $599,543.45
4968245 SAN FRANCISCO CA 94118 LCO 7.250 6.500 $2,265.51 360 1-Nov-28 $331,054.28
4968273 WOODMERE NY 11598 SFD 7.500 6.500 $2,253.19 360 1-Jan-29 $321,765.21
4968779 BYRON CA 94514 PUD 7.375 6.500 $1,781.94 360 1-Jan-29 $257,386.77
4969695 BATON ROUGE LA 70808 SFD 7.000 6.500 $1,665.92 360 1-Feb-29 $250,194.75
4969849 JAMAICA PLAIN MA 02130 SFD 7.500 6.500 $1,817.96 360 1-Oct-28 $258,618.03
4970009 PLANO TX 75093 SFD 7.500 6.500 $3,188.42 360 1-Jan-29 $455,321.04
4970014 SAN DIEGO CA 92115 SFD 7.375 6.500 $1,823.38 360 1-Feb-29 $263,799.12
4970164 BRENTWOOD TN 37027 SFD 6.875 6.500 $2,606.69 360 1-Jan-29 $396,131.37
4970179 UPPER MARLBORO MD 20772 SFD 7.125 6.500 $1,869.13 300 1-Jan-24 $260,865.18
4970436 ALEXANDRIA VA 22314 PUD 7.125 6.500 $2,014.08 360 1-Jan-29 $298,470.46
4970788 MOUNT PLEASANT SC 29466 PUD 7.000 6.500 $1,729.79 360 1-Jan-29 $259,572.51
4971070 CHEVY CHASE MD 20815 SFD 7.250 6.500 $2,469.48 360 1-Jan-29 $361,433.50
4971797 HAWTHORN WOODS IL 60047 PUD 6.875 6.500 $2,785.38 360 1-Jan-29 $423,285.54
4971815 SWAMPSCOTT MA 01907 SFD 6.750 6.483 $4,151.03 360 1-Jan-29 $638,894.84
4971831 VIENNA VA 22181 PUD 7.500 6.500 $2,027.72 360 1-Jan-29 $289,568.21
4971836 BETHESDA MD 20816 SFD 6.750 6.483 $2,004.17 360 1-Jan-29 $308,466.42
4971843 RIVERDALE NY 10463 SFD 7.125 6.500 $2,014.42 360 1-Feb-29 $298,760.89
4971844 ATLANTA GA 30306 SFD 7.375 6.500 $2,094.82 360 1-Jan-29 $302,837.00
4971932 FRANKLIN TN 37069 SFD 7.375 6.500 $4,424.73 240 1-Dec-18 $551,430.61
4972194 CORAL SPRINGS FL 33076 SFD 7.000 6.500 $1,847.04 240 1-Sep-18 $235,451.38
4972213 ALPHARETTA GA 30005 SFD 6.875 6.500 $2,345.24 360 1-Oct-28 $355,468.58
4972220 FAIRFIELD CT 06430 SFD 6.750 6.483 $2,918.69 360 1-Jan-29 $449,222.94
4972234 WASHINGTON DC 20009 MF2 7.125 6.500 $2,207.10 360 1-Jan-29 $327,074.50
4972239 WASHINGTON DC 20012 SFD 7.000 6.500 $2,325.23 360 1-Jan-29 $348,925.37
4972500 LAKELAND FL 33813 SFD 7.250 6.500 $1,956.91 354 1-Apr-28 $284,325.83
4972592 AUBURN WA 98092 SFD 7.125 6.500 $1,933.57 360 1-Dec-28 $286,307.38
4972904 NORTH HAMPTON NH 03862 SFD 7.000 6.500 $2,554.76 360 1-Jan-29 $383,368.64
4972963 RIVER VALE NJ 07675 SFD 7.000 6.500 $1,763.05 360 1-Jan-29 $264,564.30
4972972 OYSTER BAY COVE NY 11771 SFD 6.750 6.483 $2,594.39 360 1-Jan-29 $399,309.28
4972974 STONY POINT NY 10980 SFD 7.000 6.500 $1,942.68 360 1-Feb-29 $291,760.65
4972978 SARATOGA SPRINGS NY 12866 SFD 7.125 6.500 $1,684.30 360 1-Dec-28 $249,396.66
4972997 STAMFORD CT 06903 SFD 7.000 6.500 $3,246.68 360 1-Dec-28 $486,792.95
4973029 OAK PARK IL 60302 SFD 7.000 6.500 $1,809.63 360 1-Jan-29 $271,552.78
4973045 TRABUCO CANYON CA 92679 SFD 7.000 6.500 $1,621.68 360 1-Nov-28 $242,943.72
4973057 INDIANAPOLIS IN 46278 SFD 7.500 6.500 $2,004.07 353 1-May-28 $284,429.25
4973068 SANTA FE NM 87505 SFD 7.250 6.500 $2,558.17 360 1-Jan-29 $374,413.15
4973146 WOODBRIDGE CT 06525 SFD 7.000 6.500 $1,671.58 360 1-Jan-29 $250,836.88
4973186 WYCKOFF NJ 07481 SFD 6.500 6.233 $2,484.03 360 1-Dec-28 $391,726.74
4973196 SAN JOSE CA 95119 SFD 7.250 6.500 $2,179.56 360 1-Jan-29 $319,000.00
4973215 MANCHESTER VT 05254 SFD 7.125 6.500 $1,872.94 360 1-Jan-29 $277,554.06
4973240 CHESTERFIELD MO 63017 SFD 7.250 6.500 $3,279.90 360 1-Jan-29 $480,047.60
4973252 GLENVIEW IL 60025 SFD 7.125 6.500 $2,960.32 360 1-Jan-29 $438,695.15
4973263 MEMPHIS TN 38104 SFD 7.000 6.500 $2,594.68 360 1-Nov-28 $388,710.05
4973268 MILL VALLEY CA 94941 SFD 7.375 6.500 $3,042.42 360 1-Jan-29 $439,827.58
4973288 NEW CITY NY 10956 SFD 7.125 6.500 $2,138.38 360 1-Jan-29 $316,890.86
4973302 MAHOPAC NY 10541 SFD 6.750 6.483 $1,848.50 360 1-Feb-29 $284,754.63
4973305 FUQUAY VARINA NC 27526 SFD 7.250 6.500 $791.33 360 1-Dec-28 $115,726.89
4973308 CHAPIN SC 29036 SFD 6.500 6.233 $2,167.99 360 1-Jan-29 $337,346.93
4973312 BOULDER CO 80303 SFD 7.625 6.500 $2,824.10 360 1-Jan-29 $398,099.90
4973429 NAPLES FL 34110 SFD 7.000 6.500 $4,041.57 360 1-Dec-28 $605,976.21
4973549 WASHINGTON DC 20009 SFD 6.875 6.500 $1,865.68 360 1-Jan-29 $283,521.44
4973557 GUILFORD CT 06437 SFD 7.250 6.500 $2,326.23 360 1-Jan-29 $340,466.35
4973569 YORBA LINDA CA 92888 SFD 7.250 6.500 $2,430.26 360 1-Jan-29 $355,692.48
4973581 BONITA CA 91902 SFD 7.250 6.500 $2,667.31 360 1-Jan-29 $390,388.12
4973586 WELLESLEY MA 02481 SFD 6.500 6.233 $1,959.42 360 1-Dec-28 $309,154.68
4973648 MOORESVILLE NC 28117 SFD 7.000 6.500 $2,528.15 360 1-Feb-29 $379,688.52
4973659 WHITEFISH MT 59937 SFD 7.125 6.500 $1,812.30 360 1-Jan-29 $268,568.50
4973695 WINDERMERE FL 34786 SFD 7.000 6.500 $1,718.48 360 1-Jan-29 $257,875.30
4973705 DARIEN CT 06820 SFD 6.375 6.108 $2,807.42 360 1-Jan-29 $449,164.20
4973721 CORNELIUS OR 97113 SFD 7.500 6.500 $3,401.22 348 1-Dec-27 $480,775.60
4973734 SO. BURLINGTON VT 05403 SFD 7.500 6.500 $2,104.64 360 1-Jan-29 $300,551.82
4973797 CYPRESS CA 90630 SFD 7.250 6.500 $2,507.00 360 1-Jan-29 $366,924.89
4973827 NEW CANAAN CT 06840 SFD 7.125 6.500 $1,845.99 360 1-Jan-29 $273,560.47
4973933 TUCSON AZ 85750 SFD 7.750 6.500 $2,779.68 360 1-Jan-29 $387,450.53
4973941 WALL TOWNSHIP NJ 08736 SFD 7.500 6.500 $3,496.07 360 1-Jan-29 $499,255.54
4973955 CROSS RIVER NY 10518 SFD 6.750 6.483 $2,756.54 360 1-Jan-29 $424,150.49
4974676 SEABROOK ISLAND SC 29455 SFD 7.250 6.500 $2,387.62 360 1-Jan-29 $349,276.22
4974690 JAMESTOWN NC 27282 SFD 7.375 6.500 $1,916.62 360 1-Jan-29 $277,039.72
4974724 FAIRFAX VA 22033 SFD 7.125 6.500 $1,731.46 360 1-Jan-29 $256,587.74
4974726 CHESAPEAKE CITY MD 21915 SFD 7.500 6.500 $2,097.64 360 1-Jan-29 $299,553.33
4974751 DATAW ISLAND SC 29920 SFD 6.875 6.500 $2,791.95 360 1-Jan-29 $424,283.85
4974765 WILLIAMSBURG VA 23188 PUD 7.250 6.500 $3,410.88 360 1-Jan-29 $499,217.55
4974781 LOS ANGELES CA 90046 SFD 7.125 6.500 $1,785.36 360 1-Jan-29 $264,560.17
4974822 SAN FRANCISCO CA 94131 LCO 6.875 6.500 $1,878.82 360 1-Jan-29 $285,518.07
4974827 CHESTER TOWNSHIP NJ 07930 SFD 7.625 6.500 $2,542.75 360 1-Jan-29 $358,728.31
4974957 SILVER SPRING MD 20906 SFD 6.750 6.483 $1,938.02 360 1-Sep-28 $297,234.50
4974985 TEMPERANCE MI 48182 SFD 6.250 5.983 $1,594.71 360 1-Nov-28 $258,009.29
4975020 ALLEGAN MI 49010 SFD 6.750 6.483 $420.30 360 1-Jan-29 $64,686.07
4975047 CHEVY CHASE MD 20815 SFD 6.250 5.983 $2,758.42 360 1-Jan-29 $447,147.61
4975224 ORANGE CA 92867 SFD 7.250 6.500 $1,879.40 360 1-Jan-29 $275,068.86
4975234 MAHOPAC NY 10541 SFD 7.625 6.500 $2,901.96 360 1-Feb-29 $409,703.25
4975245 NEW HOPE PA 18938 SFD 7.250 6.500 $4,263.61 360 1-Jan-29 $624,021.92
4975262 CHICAGO IL 60622 SFD 7.000 6.500 $1,929.38 360 1-Nov-28 $289,040.80
4975273 CINCINATTI OH 45230 SFD 7.375 6.500 $1,795.76 360 1-Jan-29 $259,603.10
4975284 CROZET VA 22932 SFD 6.750 6.483 $1,848.50 360 1-Jan-29 $284,507.87
4975286 ITASCA IL 60143 SFD 7.125 6.500 $1,908.65 360 1-Jan-29 $282,753.65
4975310 PHOENIX AZ 85012 SFD 7.500 6.500 $2,321.40 360 1-Jan-29 $331,275.01
4975316 DAYTON OH 45459 SFD 7.250 6.500 $1,910.10 360 1-Jan-29 $278,663.80
4975320 PHOENIX AZ 85016 SFD 7.125 6.500 $1,811.63 360 1-Jan-29 $268,468.65
4975334 BELLE MEAD NJ 08052 SFD 7.750 6.500 $1,850.14 360 1-Feb-29 $258,067.72
4975336 LEWISVILLE NC 27023 SFD 7.375 6.500 $2,900.84 360 1-Jan-29 $419,358.86
4975337 SALT LAKE CITY UT 84103 SFD 7.250 6.500 $3,349.49 360 1-Jan-29 $490,063.14
4975341 FELTON CA 95018 SFD 6.750 6.483 $1,816.08 360 1-Jan-29 $279,516.48
4975349 CALIFON NJ 08730 SFD 7.000 6.500 $2,528.15 360 1-Jan-29 $379,375.22
4975354 DANVILLE CA 94506 SFD 7.250 6.500 $3,138.02 360 1-Jan-29 $459,123.23
4975359 OAKLAND CA 94611 SFD 7.250 6.500 $2,046.53 360 1-Jan-29 $299,523.57
4975361 CHARLOTTE NC 28209 SFD 7.250 6.500 $2,706.88 360 1-Feb-29 $396,490.45
4975364 PRINCETON JUNCTION NJ 08550 SFD 7.250 6.500 $1,910.09 360 1-Jan-29 $279,561.84
4975376 ALEXANDRIA NJ 08825 SFD 7.250 6.500 $1,732.73 360 1-Feb-29 $253,801.85
4975384 OAKLAND NJ 07436 SFD 7.125 6.500 $2,552.05 360 1-Jan-29 $378,192.36
4975391 WEST ORANGE NJ 07052 SFD 7.250 6.500 $2,387.62 360 1-Jan-29 $349,452.27
4975415 GREENSBORO GA 30642 SFD 7.125 6.500 $1,744.93 360 1-Jan-29 $258,584.53
4975422 BETHESDA MD 20814 SFD 7.250 6.500 $2,614.10 360 1-Jan-29 $382,600.33
4975429 YORBA LINDA CA 92686 SFD 7.875 6.500 $2,494.24 360 1-Jan-29 $343,524.97
4975437 EL CENTRO CA 92243 SFD 6.875 6.500 $2,282.18 360 1-Jan-29 $346,814.59
4975444 OLD LYME CT 06371 SFD 6.500 6.233 $1,877.24 360 1-Jan-29 $296,248.86
4975458 TORRANCE CA 90505 SFD 7.000 6.500 $2,429.69 360 1-Jan-29 $364,599.54
4975472 CHATHAM NJ 07928 SFD 7.125 6.500 $1,987.47 360 1-Feb-29 $294,764.09
4975480 SANTA CLARITA CA 91350 SFD 7.750 6.500 $2,031.03 360 1-Jan-29 $283,098.53
4975724 DOLORES CO 81323 SFD 7.250 6.500 $2,443.56 360 1-Feb-29 $357,920.57
4975734 SPARTA NJ 07871 SFD 7.000 6.500 $2,581.37 360 1-Jan-29 $387,362.07
4975747 NORTH CALDWELL NJ 07006 SFD 7.000 6.500 $2,554.76 360 1-Dec-28 $383,050.20
4975750 GLENDALE AZ 85308 SFD 7.250 6.500 $2,014.47 360 1-Jan-29 $294,837.87
4975772 HIGHLAND PARK TX 75209 SFD 6.500 6.233 $1,740.72 360 1-Jan-29 $274,900.71
4975774 DOYLESTOWN PA 18901 SFD 6.875 6.500 $1,675.17 360 1-Jan-29 $254,570.31
4975783 CHARLOTTE NC 28277 SFD 6.750 6.483 $2,373.87 360 1-Jan-29 $365,367.99
4975784 SEDALIA CO 80135 SFD 6.750 6.483 $2,004.17 360 1-Feb-29 $308,733.96
4975813 RALEIGH NC 27608 SFD 7.250 6.500 $3,811.66 360 1-Jan-29 $557,875.44
4976139 CORNELIUS NC 28031 PUD 7.000 6.500 $2,395.09 360 1-May-28 $356,970.42
4976213 GREAT NECK NY 11023 SFD 7.250 6.500 $2,114.75 360 1-Nov-28 $309,023.88
4976220 LYNWOOD IL 60411 SFD 7.000 6.500 $1,706.24 360 1-Feb-29 $256,250.78
4976236 NORTH MARLBORO NJ 07751 SFD 7.375 6.500 $3,287.61 360 1-Feb-29 $475,637.81
4976240 SOUTHAMPTON NJ 08088 SFD 6.625 6.358 $2,202.67 360 1-Nov-28 $342,775.90
4976247 PELHAM NY 10803 SFD 7.125 6.500 $2,516.34 360 1-Mar-28 $369,728.26
4977018 CORAL GABLES FL 33146 SFD 7.375 6.500 $4,002.71 360 1-Sep-22 $528,258.30
4977024 DELUTH GA 30097 PUD 6.875 6.500 $3,775.70 360 1-Nov-28 $572,801.89
4977034 ATLANTA GA 30342 LCO 7.375 6.500 $2,431.18 360 1-Nov-28 $350,918.69
4977170 WAKE FOREST NC 27587 SFD 6.750 6.483 $1,686.36 360 1-Nov-28 $259,096.97
4977194 BRADENTON FL 34202 SFD 7.250 6.500 $2,233.61 350 1-Mar-28 $324,255.80
4977198 IRVINGTON NY 10533 SFD 7.125 6.500 $2,152.53 360 1-Feb-29 $319,244.50
4977204 WHITES CREEK TN 37189 SFD 7.000 6.500 $1,642.93 346 1-Nov-27 $243,458.94
4978261 CAPE ELIZABETH ME 04107 SFD 7.375 6.500 $2,072.03 360 1-Feb-29 $299,771.72
4978325 CHESTERFIELD VA 23838 SFD 7.000 6.500 $1,548.49 360 1-Dec-28 $232,174.32
4978335 LUTHERVILLE MD 21093 SFD 6.750 6.483 $3,787.82 360 1-Jan-29 $582,616.24
4978351 REDDING CT 06896 SFD 7.375 6.500 $1,816.48 360 1-Feb-29 $262,799.87
4978376 MARIETTA GA 30068 SFD 6.750 6.483 $3,891.59 360 1-Feb-29 $599,483.41
4978436 CORNELIUS NC 28031 SFD 6.875 6.500 $3,928.43 360 1-Jan-29 $596,814.22
4978450 PARK CITY UT 84098 SFD 6.875 6.500 $2,036.48 360 1-Feb-29 $309,739.56
4978636 UNION CITY CA 94587 SFD 6.875 6.500 $1,997.07 360 1-Feb-29 $303,744.60
4978823 FORT LAUDERDALE FL 33306 SFD 7.500 6.500 $2,171.06 360 1-Feb-29 $310,269.57
4978909 NORTH SALEM NY 10560 SFD 6.875 6.500 $1,733.64 360 1-Feb-29 $263,427.85
4978917 WINDERMERE FL 34786 SFD 7.500 6.500 $4,384.07 360 1-Jan-29 $626,066.45
4979244 RALEIGH NC 27608 SFD 7.125 6.500 $2,324.33 360 1-Apr-28 $341,873.46
4979267 TOWN OF CHESHIRE CT 06410 SFD 7.125 6.500 $1,771.88 360 1-Feb-29 $262,789.68
4979293 RANDOLPH NJ 07869 SFD 7.375 6.500 $2,430.62 360 1-Dec-28 $351,111.72
4979632 CLARKSVILLE MD 21029 SFD 6.875 6.500 $2,100.21 360 1-Nov-28 $318,616.34
4979855 DENVER CO 80209 SFD 6.875 6.500 $3,494.86 360 1-Dec-28 $530,651.48
4980244 TRABUCO CANYON AREA CA 92679 SFD 7.875 6.500 $2,479.74 360 1-Feb-29 $341,764.64
4980253 DULUTH GA 30024 SFD 6.625 6.358 $3,521.71 360 1-Feb-29 $549,514.75
4980263 SCOTTSDALE AZ 85259 SFD 8.125 6.500 $3,786.74 360 1-Feb-29 $509,666.38
4980275 SCHNECKSVILLE PA 18078 SFD 7.250 6.500 $1,944.20 360 1-Jan-29 $283,998.21
4980290 ISSAQUAH WA 98029 SFD 7.375 6.500 $2,170.45 360 1-Jan-29 $313,770.29
4980367 CHESAPEAKE VA 23322 SFD 7.500 6.500 $2,573.11 360 1-Jan-29 $367,322.61
4980376 SOUTHLAKE TX 76092 SFD 7.250 6.500 $2,118.16 360 1-Jan-29 $310,014.09
4980388 NORTHRIDGE CA 91326 SFD 7.125 6.500 $2,306.14 360 1-Jan-29 $341,750.91
4980404 MADISON MS 39110 SFD 7.250 6.500 $4,434.15 360 1-Jan-29 $648,819.95
4980412 NORTH READING MA 01864 SFD 7.250 6.500 $2,891.23 300 1-Dec-23 $398,567.70
4980417 BRIGHTON CO 80601 SFD 7.000 6.500 $1,892.79 360 1-Feb-29 $284,266.79
4980431 BROOKEVILLE MD 20833 SFD 7.250 6.500 $2,189.79 360 1-Feb-29 $320,749.59
4980440 CHICAGO IL 60610 SFD 7.625 6.500 $4,246.77 360 1-Feb-29 $599,565.73
4980464 WILLISTOWN TOWNSHIP PA 19073 SFD 6.875 6.500 $1,970.79 360 1-Dec-28 $299,239.54
4980476 EVERETT WA 98203 SFD 7.125 6.500 $2,341.18 360 1-Feb-29 $347,222.10
4980483 CHARLOTTE NC 28211 SFD 7.125 6.500 $2,695.21 360 1-Feb-29 $399,730.09
4980502 THOUSAND OAKS CA 91362 SFD 7.250 6.500 $2,365.79 360 1-Jan-29 $346,257.29
4980523 ORINDA CA 94563 SFD 6.875 6.500 $2,864.21 360 1-Feb-29 $435,633.71
4980535 MARIETTA GA 30067 SFD 7.000 6.500 $2,993.86 360 1-Feb-29 $449,631.14
4980555 MOORPARK CA 93021 SFD 6.625 6.358 $2,061.81 360 1-Jan-29 $321,430.23
4980563 PACIFIC PALISADES AREA CA 90272 SFD 6.375 6.108 $2,838.61 360 1-Oct-28 $452,727.71
4980597 FOSTER CITY CA 94404 SFD 8.125 6.500 $2,004.75 360 1-Feb-29 $269,823.37
4980610 WESTLAKE VILLAGE CA 91361 SFD 7.000 6.500 $1,929.38 360 1-Jan-29 $289,523.19
4980613 WOODLAND HILLS AREA CA 91367 SFD 7.250 6.500 $2,148.86 360 1-Feb-29 $314,754.27
4980618 HOOD RIVER OR 97031 SFD 7.250 6.500 $1,971.49 360 1-Feb-29 $288,774.55
4980621 SPARTA NJ 07871 SFD 7.875 6.500 $2,001.19 360 1-Feb-29 $275,810.06
4980623 THOUSAND OAKS CA 91362 SFD 7.125 6.500 $1,734.83 360 1-Jan-29 $257,086.93
4980633 ORANGE CA 92867 SFD 7.000 6.500 $3,193.46 360 1-Feb-29 $479,606.54
4980636 MIAMI BEACH FL 33140 SFD 7.875 6.500 $2,157.09 360 1-Sep-28 $296,251.20
4980644 BELVIDERE IL 61008 SFD 7.500 6.500 $1,985.77 360 1-Dec-28 $283,363.73
4980646 SAN CLEMENTE CA 92672 SFD 6.875 6.500 $1,857.14 360 1-Jan-29 $282,223.63
4980650 YELM WA 98597 SFD 7.250 6.500 $1,667.93 360 1-Feb-29 $244,309.26
4980663 VIRGINIA BEACH VA 23451 SFD 6.625 6.358 $1,895.32 360 1-Feb-29 $289,424.44
4980667 TARZANA CA 91356 SFD 6.875 6.500 $2,463.49 360 1-Jan-29 $374,368.09
4980668 FULLERTON CA 92832 SFD 7.750 6.500 $1,977.30 360 1-Jan-29 $275,609.14
4980673 DUXBURY MA 02332 SFD 7.250 6.500 $2,933.36 360 1-Feb-29 $429,664.56
4980676 TUSTIN CA 92780 SFD 7.250 6.500 $1,739.55 360 1-Feb-29 $254,790.51
4980692 LAKE MARY FL 32746 SFD 6.875 6.500 $2,795.89 360 1-Feb-29 $425,242.44
4980701 CHARLOTTE NC 28277 SFD 7.000 6.500 $3,699.08 360 1-Feb-29 $555,544.25
4980709 BALDWYN MS 38824 SFD 7.125 6.500 $1,768.52 360 1-Feb-29 $262,290.07
4980714 WATCHUNG BOROUGH NJ 07060 SFD 7.875 6.500 $2,030.19 360 1-Sep-28 $278,823.49
4980718 NORCO CA 91760 SFD 6.625 6.358 $2,189.23 360 1-Jan-29 $341,126.93
4980721 IRVINE CA 92720 SFD 7.250 6.500 $1,725.91 360 1-Jan-29 $252,302.26
4980726 SUMMIT NJ 07901 SFD 6.875 6.500 $2,397.80 360 1-Jan-29 $364,384.96
4980739 FRANKLIN NJ 08823 SFD 7.375 6.500 $2,072.03 360 1-Jan-29 $299,421.30
4980997 PIEDMONT CA 94611 SFD 7.125 6.500 $2,546.66 360 1-Feb-29 $377,697.72
4981028 BENNINGTON NE 68142 SFD 7.250 6.500 $1,705.44 360 1-Feb-29 $249,804.98
4981043 ORLANDO FL 32789 SFD 6.875 6.500 $2,335.38 360 1-Jan-29 $354,900.97
4981050 TORRANCE CA 90503 SFD 7.625 6.500 $1,849.12 360 1-Feb-29 $261,060.91
4981057 GREENWICH CT 06831 SFD 7.250 6.500 $3,683.76 360 1-Feb-29 $539,578.74
4981067 DULUTH GA 30097 SFD 6.750 6.483 $3,495.94 360 1-Feb-29 $538,535.94
4981074 SAN PEDRO AREA CA 90732 SFD 7.125 6.500 $1,728.09 360 1-Feb-29 $256,294.88
4981081 TRABUCO CANYON AREA CA 92679 SFD 7.375 6.500 $2,106.56 360 1-Jan-29 $304,534.41
4981127 WOODLAND HILLS CA 91367 SFD 7.000 6.500 $2,022.52 360 1-Jan-29 $303,500.17
4981130 HOUSTON TX 77079 SFD 7.125 6.500 $922.99 360 1-Jun-28 $135,990.28
4981137 SAN MARINO CA 91108 SFD 7.250 6.500 $3,308.55 360 1-Jan-29 $484,241.03
4981154 PHOENIX AZ 85048 SFD 7.375 6.500 $1,775.04 360 1-Dec-28 $256,359.32
4981164 CARY NC 27560 SFD 7.125 6.500 $2,225.63 360 1-Jan-29 $329,820.07
4981169 PORTLAND OR 97215 SFD 7.250 6.500 $1,577.87 360 1-Dec-28 $230,647.85
4981173 PORTLAND OR 97201 SFD 7.000 6.500 $1,663.26 360 1-Jan-29 $249,588.95
4981179 DANVILLE CA 94526 SFD 6.875 6.500 $2,056.19 360 1-Dec-28 $312,206.59
4981180 LONG BEACH CA 90814 SFD 7.000 6.500 $2,155.59 360 1-Feb-29 $323,734.41
4981184 VANCOUVER WA 98685 SFD 7.250 6.500 $566.21 360 1-Dec-28 $81,651.20
4981195 PROVO UT 84604 SFD 7.250 6.500 $1,466.68 360 1-Jan-29 $214,663.55
4981199 BROOKVILLE NY 11545 SFD 7.125 6.500 $4,379.17 360 1-Sep-28 $646,834.56
4981206 IRVINE CA 92612 SFD 7.375 6.500 $2,279.23 360 1-Jan-29 $329,496.24
4981212 LAGUNA NIGUEL CA 92677 SFD 7.125 6.500 $3,045.21 360 1-Dec-28 $450,652.86
4981217 FREMONT CA 94536 SFD 7.250 6.500 $2,626.38 360 1-Jan-29 $384,397.51
4981223 MERCER ISLAND WA 98040 SFD 7.375 6.500 $1,961.52 360 1-Jan-29 $283,439.28
4981243 FORT WORTH TX 76107 SFD 6.875 6.500 $3,429.17 360 1-Jan-29 $520,114.67
4981251 LONG BEACH CA 90803 LCO 7.250 6.500 $3,520.03 360 1-Jan-29 $515,192.51
4981258 EDMONDS WA 98026 SFD 7.125 6.500 $1,768.51 360 1-Dec-28 $261,866.50
4981267 BOUNTIFUL UT 84010 SFD 6.875 6.500 $3,044.87 360 1-Jan-29 $462,718.97
4981274 LAKE OSWEGO OR 97034 SFD 7.125 6.500 $1,953.78 360 1-Jan-29 $289,534.82
4981292 LOS ANGELES CA 90064 SFD 7.250 6.500 $1,889.63 360 1-Jan-29 $276,566.52
4981293 GARLAND TX 75043 SFD 7.500 6.500 $363.59 360 1-May-28 $51,603.07
4981300 SNOHOMISH WA 98296 PUD 7.625 6.500 $1,762.41 360 1-Jan-29 $248,638.41
4981321 LOS ANGELES CA 90004 SFD 7.500 6.500 $3,929.59 360 1-May-28 $557,709.80
4981325 BOULDER CO 80303 SFD 7.375 6.500 $1,038.78 360 1-Feb-29 $150,285.55
4981330 HIGHLANDS RANCH CO 80126 SFD 7.875 6.500 $1,110.08 360 1-May-28 $148,844.96
4981343 BAKERSFIELD CA 93312 SFD 7.250 6.500 $1,750.38 360 1-Oct-28 $255,575.03
4981351 CARLSBAD CA 92009 SFD 7.125 6.500 $1,387.86 360 1-Feb-29 $205,835.27
4981355 CORONADO CA 92118 SFD 7.250 6.500 $3,069.79 360 1-Jan-29 $449,295.80
4981378 MILLBRAE CA 94030 SFD 7.750 6.500 $2,328.34 360 1-Feb-29 $324,770.62
4981385 PHOENIX AZ 85003 SFD 7.000 6.500 $688.59 360 1-Feb-29 $103,415.16
4981393 MESA AZ 85205 SFD 7.375 6.500 $2,382.83 360 1-Feb-29 $344,737.48
4981396 ESTACADA OR 97023 SFD 6.875 6.500 $1,609.48 360 1-Dec-28 $244,377.38
4981398 HOUSTON TX 77056 SFD 7.000 6.500 $2,162.23 360 1-Jan-29 $324,465.65
4981401 MOUNTAINVIEW CA 94040 SFD 7.000 6.500 $2,794.27 360 1-Jan-29 $419,309.45
4981404 HOUSTON TX 77056 HCO 6.875 6.500 $2,803.44 360 1-Jan-29 $426,030.91
4981409 PACIFIC PALISADES CA 90272 SFD 7.375 6.500 $3,096.99 360 1-Dec-28 $447,370.09
4981412 HOUSTON TX 77006 SFD 7.000 6.500 $3,140.23 360 1-Jan-29 $471,223.95
4981414 LA JOLLA CA 92037 MF2 7.375 6.500 $2,527.87 360 1-Oct-28 $364,590.30
4981418 ALAMO CA 94507 SFD 6.625 6.358 $2,510.02 360 1-Jan-29 $391,306.39
4981419 ROSLYN NY 11576 SFD 7.125 6.500 $2,425.39 360 1-Feb-29 $359,712.11
4981425 HOUSTON TX 77005 SFD 7.750 6.500 $2,865.65 360 1-Jan-29 $399,433.54
4981438 HERMOSA BEACH CA 90254 LCO 7.625 6.500 $2,760.40 360 1-Jan-29 $389,433.66
4981439 JAMUL CA 91935 SFD 6.750 6.483 $1,965.25 360 1-Jan-29 $302,476.79
4981442 CARMICHAEL CA 95608 SFD 6.875 6.500 $1,872.25 360 1-Dec-28 $284,277.56
4981462 CARLSBAD CA 92008 SFD 7.250 6.500 $1,493.97 360 1-Jan-29 $218,657.28
4981469 FRIENDSWOOD TX 77546 SFD 7.000 6.500 $963.36 360 1-Mar-28 $143,283.38
4981478 BATTLE GROUND WA 98604 SFD 7.000 6.500 $1,123.03 360 1-Dec-28 $168,382.49
4981479 HOUSTON TX 77056 SFD 7.000 6.500 $3,892.02 360 1-Jan-29 $584,038.16
4981484 HOUSTON TX 77057 SFD 6.750 6.483 $1,679.87 360 1-Dec-28 $258,327.25
4981488 TEMPE AZ 85284 SFD 7.250 6.500 $2,182.97 360 1-Jan-29 $319,499.24
4981493 FRANKTOWN CO 80116 SFD 6.750 6.483 $3,178.13 360 1-Dec-28 $487,718.77
4981498 SAN JOSE CA 95124 SFD 7.000 6.500 $2,095.70 360 1-Jan-29 $314,482.09
4981501 DANA POINT CA 92629 SFD 7.250 6.500 $2,148.86 360 1-Jan-29 $314,507.05
4981505 SCOTTSDALE AZ 85255 SFD 7.250 6.500 $2,067.00 360 1-Jan-29 $302,525.85
4981513 KIRKLAND WA 98034 SFD 7.125 6.500 $2,034.63 360 1-Dec-28 $300,768.21
4981520 PHOENIX AZ 85018 SFD 7.250 6.500 $2,387.62 360 1-Dec-28 $349,152.70
4981529 MARSHFIELD MA 02050 SFD 7.750 6.500 $2,013.12 360 1-Jan-29 $280,145.03
4981531 LAPINE OR 97739 SFD 7.375 6.500 $444.79 360 1-Jan-29 $64,301.70
4981536 SAN MATEO CA 94401 SFD 7.000 6.500 $1,483.62 360 1-Jan-29 $222,633.36
4981537 SUNNYVALE CA 94087 SFD 7.000 6.500 $2,328.56 360 1-Jan-29 $349,424.54
4981540 BIRMINGHAM MI 48009 SFD 7.250 6.500 $3,943.98 240 1-Sep-18 $493,339.98
4981552 LAGUNA NIGUEL CA 92677 SFD 7.250 6.500 $2,430.25 360 1-Oct-28 $354,843.58
4981553 PARK CITY UT 84098 SFD 7.000 6.500 $4,201.39 360 1-Jan-29 $630,461.70
4981558 SAN ANTONIO TX 78257 SFD 6.875 6.500 $3,613.11 360 1-Nov-28 $548,135.77
4981561 MILLBRAE CA 94030 SFD 7.375 6.500 $2,824.86 360 1-Jan-29 $408,375.66
4981562 FLUSHING NY 11358 MF2 7.750 6.500 $2,385.65 360 1-Jan-29 $332,528.43
4981582 SAN FRANCISCO CA 94122 SFD 7.625 6.500 $2,017.21 360 1-Dec-28 $284,377.25
4981586 FOUNTAIN HILLS AZ 85268 SFD 7.375 6.500 $2,072.03 360 1-Jan-29 $299,542.04
4981589 SAN JUAN CAPISTRANO CA 92675 SFD 6.750 6.483 $3,012.41 360 1-Jan-29 $463,647.99
4981605 BOULDER CO 80301 SFD 7.250 6.500 $2,232.08 360 1-Jan-29 $326,687.96
4981620 THE WOODLANDS TX 77381 SFD 6.875 6.500 $1,602.91 360 1-Apr-28 $241,363.52
4981621 SAN JOSE CA 95148 SFD 7.500 6.500 $2,062.68 360 1-Nov-28 $293,106.64
4981624 SCOTTSDALE AZ 85255 SFD 7.125 6.500 $1,899.89 360 1-Jan-29 $281,547.64
4981630 DRAIN OR 97435 SFD 7.250 6.500 $685.59 360 1-Jan-29 $100,342.72
4981637 MENLO PARK CA 94025 SFD 7.000 6.500 $1,896.11 360 1-Jan-29 $284,531.42
4981645 AVON CO 81620 SFD 7.625 6.500 $1,041.87 360 1-Mar-28 $145,412.40
4981647 CORONADO CA 92118 SFD 7.375 6.500 $3,038.97 360 1-Nov-28 $438,647.87
4981649 PRESCOTT AZ 86305 SFD 7.125 6.500 $1,879.67 360 1-Jan-29 $278,552.46
4981655 PITTSBURG NH 03592 SFD 7.375 6.500 $555.99 360 1-Feb-29 $80,438.75
4981661 OREM UT 84057 SFD 7.000 6.500 $1,663.26 360 1-Jan-29 $249,588.95
4981681 FOSTER CITY CA 94404 SFD 7.750 6.500 $2,929.77 360 1-Nov-28 $407,776.57
4981685 CORONADO CA 92118 MF2 7.500 6.500 $2,587.09 360 1-Sep-28 $367,441.80
4981691 GOLDEN CO 80401 SFD 7.000 6.500 $748.16 240 1-Oct-18 $95,562.93
4981697 NOVATO CA 94949 SFD 7.000 6.500 $2,448.31 360 1-Aug-28 $365,851.20
4981699 SAN FRANCISCO CA 94110 MF2 7.250 6.500 $3,533.67 360 1-Aug-28 $515,119.61
4981706 LA JOLLA CA 92037 SFD 7.250 6.500 $2,363.22 240 1-Sep-18 $295,608.57
4981709 SAN FRANCISCO CA 94127 SFD 7.375 6.500 $1,933.89 360 1-Dec-28 $279,290.37
4981711 HOUSTON TX 77056 SFD 6.875 6.500 $3,043.88 360 1-Jan-29 $462,569.23
4981713 SALT LAKE CITY UT 84121 SFD 7.000 6.500 $1,822.93 360 1-Feb-29 $273,775.40
4981714 EL CAJON CA 92019 SFD 7.250 6.500 $2,701.42 360 1-Feb-29 $395,691.08
4981717 SCOTTSDALE AZ 85262 SFD 7.375 6.500 $2,679.82 360 1-Jan-29 $387,407.71
4981718 PHOENIX OR 97535 SFD 7.125 6.500 $629.25 360 1-Feb-29 $93,325.31
4981722 TEMPE AZ 85283 SFD 6.500 6.233 $1,795.08 360 1-Jan-29 $283,485.13
4981725 HOUSTON TX 77030 SFD 7.000 6.500 $1,372.19 360 1-Dec-28 $205,739.84
4981757 TIGARD OR 97224 PUD 6.875 6.500 $1,924.80 360 1-Dec-28 $292,232.49
4981760 PALM DESERT CA 92211 LCO 7.375 6.500 $2,037.49 360 1-Jan-29 $294,549.68
4981761 DAYTON OR 97114 SFD 7.250 6.500 $1,978.31 360 1-Jan-29 $289,524.36
4981762 PORTLAND OR 97229 SFD 6.875 6.500 $2,128.45 360 1-Dec-28 $323,178.71
4981763 TAHOE CITY CA 96145 PUD 7.125 6.500 $1,893.15 360 1-Dec-28 $280,321.85
4981765 SAN RAMON CA 94583 PUD 7.125 6.500 $1,840.26 360 1-Dec-28 $272,490.81
4981766 DEL MAR CA 92014 SFD 7.375 6.500 $4,489.39 360 1-Feb-29 $649,505.40
4981767 SANTA CLARA CA 95051 SFD 7.125 6.500 $1,758.41 360 1-Jan-29 $260,581.32
4981768 SALT LAKE CITY UT 84108 SFD 7.250 6.500 $2,026.06 360 1-Jan-29 $296,459.78
4981771 HOUSTON TX 77024 SFD 7.375 6.500 $4,285.64 360 1-Jan-29 $619,552.80
4981772 PALO ALTO CA 94301 SFD 7.125 6.500 $1,994.21 360 1-Dec-28 $294,265.04
4981774 TAHOE CITY CA 96145 SFD 7.250 6.500 $1,807.77 360 1-Jan-29 $264,585.29
4981778 OAKLAND CA 94610 SFD 6.875 6.500 $1,891.95 360 1-Jan-29 $287,514.71
4981779 DANVILLE CA 94506 SFD 7.125 6.500 $4,379.17 360 1-Dec-28 $648,431.34
4981780 BYRON CA 94514 PUD 7.500 6.500 $1,713.08 360 1-Dec-28 $244,451.09
4981782 DISCOVERY BAY CA 94514 SFD 6.875 6.500 $2,989.03 360 1-Dec-28 $453,846.64
4981784 SAN ANSELMO CA 94960 SFD 7.125 6.500 $3,476.39 360 1-Dec-28 $514,754.72
4981786 HOUSTON TX 77069 SFD 7.125 6.500 $2,209.80 360 1-Dec-28 $327,208.42
4981788 LYNNWOOD WA 98036 SFD 7.250 6.500 $2,174.44 360 1-Jan-29 $318,251.18
4981790 DURANGO CO 81301 SFD 7.000 6.500 $732.50 360 1-Jan-29 $109,918.97
4981791 SCOTTSDALE AZ 85260 SFD 7.125 6.500 $2,021.16 360 1-Jan-29 $299,518.76
4981792 DALLAS TX 75230 SFD 6.750 6.483 $1,868.94 360 1-Nov-28 $287,149.20
4981794 PHOENIX AZ 85021 SFD 7.250 6.500 $1,773.66 360 1-Jan-29 $259,593.12
4981796 ORANGE CA 92869 SFD 7.125 6.500 $1,882.37 360 1-Dec-28 $277,886.15
4981805 SCOTTSDALE AZ 85259 PUD 7.375 6.500 $1,994.32 360 1-Dec-28 $288,086.81
4981807 SCOTTSDALE AZ 85255 SFD 7.000 6.500 $2,361.82 360 1-Nov-28 $353,825.83
4981812 CUPERTINO CA 95014 SFD 7.000 6.500 $2,993.86 360 1-Jan-29 $448,936.22
4981814 PARK CITY UT 84060 LCO 6.875 6.500 $2,079.18 360 1-Jan-29 $315,966.68
4981816 HILLSBORO OR 97124 SFD 7.500 6.500 $978.90 360 1-Jan-29 $139,791.55
4981819 DENVER CO 80246 SFD 7.875 6.500 $1,370.38 360 1-Dec-28 $188,607.23
4981822 RANCHO PALOS VERDES CA 90275 SFD 7.375 6.500 $2,279.23 360 1-Dec-28 $328,594.57
4981823 PINE CO 80470 SFD 7.250 6.500 $955.05 360 1-Jan-29 $139,780.90
4981830 DENVER CO 80221 SFD 7.625 6.500 $1,663.32 360 1-Jan-29 $234,658.74
4981831 PARADISE VALLEY AZ 85253 SFD 7.000 6.500 $2,120.66 360 1-Jan-29 $318,225.92
4981832 SANDY UT 84093 SFD 7.500 6.500 $2,510.18 360 1-Aug-28 $357,099.65
4981833 GRESHAM OR 97080 SFD 7.125 6.500 $1,760.09 360 1-Dec-28 $260,503.29
4981839 ROSEMEAD CA 91770 MF2 7.250 6.500 $2,353.51 360 1-Jan-29 $344,460.11
4981840 NEWPORT BEACH CA 92660 PUD 7.250 6.500 $3,567.78 360 1-Dec-28 $521,768.63
4981843 SCOTTSDALE AZ 85260 SFD 7.250 6.500 $2,114.75 360 1-Dec-28 $309,270.12
4981844 SNOHOMISH WA 98290 SFD 7.500 6.500 $1,622.18 360 1-Nov-28 $231,304.79
4981846 KINGWOOD TX 77345 PUD 6.875 6.500 $2,161.30 360 1-Dec-28 $328,166.03
4981848 TEMPE AZ 85284 SFD 7.000 6.500 $1,596.73 360 1-Dec-28 $239,406.36
4981852 SCOTTSDALE AZ 85259 SFD 7.250 6.500 $2,117.48 360 1-Dec-28 $309,669.16
4981854 ENCINITAS CA 92024 SFD 7.250 6.500 $2,592.27 360 1-Dec-28 $378,685.28
4981855 BELLEVUE WA 98006 PUD 6.875 6.500 $3,012.02 360 1-Jan-29 $457,727.40
4981857 LITTLETON CO 80120 SFD 7.000 6.500 $1,170.93 360 1-Jan-29 $175,610.64
4981861 ARCADIA CA 91006 SFD 7.000 6.500 $2,528.15 360 1-Jan-29 $379,375.22
4981862 VAIL CO 81657 LCO 7.250 6.500 $545.74 360 1-Feb-29 $78,776.98
4981864 LOS ANGELES CA 90027 SFD 7.250 6.500 $2,837.85 360 1-Dec-28 $415,020.55
4981866 SILVERTON OR 97381 SFD 7.250 6.500 $682.18 360 1-Dec-28 $99,764.55
4981871 LA QUINTA CA 92253 PUD 7.250 6.500 $3,189.17 360 1-Dec-28 $466,399.31
4981872 BOULDER CO 80304 MF2 7.250 6.500 $2,564.98 360 1-Feb-29 $375,706.69
4981875 BELLAIRE TX 77401 SFD 6.875 6.500 $2,674.36 360 1-Dec-28 $406,068.05
4981877 SANTA CLARITA CA 91350 SFD 6.875 6.500 $886.85 360 1-Feb-29 $134,886.59
4981880 ORANGE CA 92867 PUD 7.000 6.500 $1,671.57 360 1-Dec-28 $250,628.55
4981888 GILBERT AZ 85234 SFD 7.500 6.500 $2,517.18 360 1-Feb-29 $359,732.83
4981889 HOUSTON TX 77008 SFD 7.375 6.500 $2,520.96 360 1-Dec-28 $363,961.67
4981891 AURORA CO 80016 SFD 7.250 6.500 $2,346.69 360 1-Jan-29 $343,461.66
4981898 MENLO PARK CA 94025 SFD 6.875 6.500 $2,391.22 360 1-Jan-29 $363,386.64
4981901 ISSAQUAH WA 98029 SFD 7.125 6.500 $2,526.44 360 1-Jan-29 $374,398.46
4981905 SAN ANTONIO TX 78231 SFD 7.375 6.500 $435.13 360 1-Jan-29 $62,903.82
4981911 SEATTLE WA 98136 SFD 6.875 6.500 $1,708.01 360 1-Jan-29 $259,561.89
4981913 SANTA FE NM 87501 MF2 7.500 6.500 $1,590.71 360 1-Jan-29 $227,161.28
4981914 BOERNE TX 78006 SFD 6.875 6.500 $1,926.12 360 1-Jan-29 $292,705.93
4981917 MESA AZ 85202 SFD 7.375 6.500 $1,128.56 360 1-Jan-29 $163,150.58
4981920 LITTLETON CO 80127 SFD 7.000 6.500 $1,596.73 360 1-Dec-28 $239,007.86
4981922 DEL MAR CA 92014 LCO 7.500 6.500 $3,517.05 360 1-Jan-29 $502,251.07
4981925 SAN FRANCISCO CA 94117 LCO 7.125 6.500 $1,953.78 360 1-Jan-29 $289,534.82
4981928 ENCINITAS CA 92007 MF2 7.500 6.500 $2,772.39 360 1-Nov-28 $395,311.87
4981933 PARK CITY UT 84060 SFD 7.375 6.500 $2,541.68 360 1-Dec-28 $367,154.79
4981935 AURORA OR 97002 SFD 7.375 6.500 $3,280.71 360 1-Jan-29 $474,274.90
4981941 REDWOOD CITY CA 94061 SFD 7.375 6.500 $1,657.62 360 1-Nov-28 $239,262.76
4981947 SCOTTSDALE AZ 85260 SFD 7.375 6.500 $2,072.03 360 1-Jan-29 $299,542.04
4981950 STEAMBOAT SPRINGS CO 80477 SFD 7.500 6.500 $1,184.22 240 1-Nov-18 $145,928.12
4981956 BELLAIRE TX 77401 SFD 6.750 6.483 $1,815.56 360 1-Dec-28 $279,192.89
4981966 SAN CLEMENTE CA 92672 SFD 7.250 6.500 $4,174.92 360 1-Dec-28 $610,560.86
4981967 SANTA FE NM 87501 SFD 7.125 6.500 $3,200.16 360 1-Jan-29 $474,238.05
4981972 SOUTH LAKE TAHOE CA 96150 SFD 7.375 6.500 $2,900.84 360 1-Jan-29 $419,358.86
4981975 SAN DIEGO CA 92037 LCO 7.000 6.500 $997.95 360 1-Dec-28 $149,629.45
4981984 VISTA CA 92084 SFD 7.375 6.500 $2,175.63 360 1-Jan-29 $314,519.14
4981985 GLENWOOD SPRINGS CO 81601 SFD 7.125 6.500 $2,762.25 360 1-Jan-29 $409,342.31
4982002 PASADENA CA 91105 SFD 7.250 6.500 $2,831.03 360 1-Dec-28 $414,022.91
4982003 LITTLETON CO 80124 SFD 7.125 6.500 $3,137.51 360 1-Jan-29 $464,952.95
4982004 SAN FRANCISCO CA 94116 SFD 7.625 6.500 $2,123.38 360 1-Jan-29 $299,564.36
4982012 PHOENIX AZ 85045 SFD 7.375 6.500 $1,740.50 360 1-Jan-29 $251,615.32
4982017 SHERMAN OAKS CA 91423 SFD 7.250 6.500 $3,956.62 360 1-Dec-28 $578,634.42
4982019 SAN DIEGO CA 92130 SFD 7.375 6.500 $2,030.58 360 1-Jan-29 $293,551.21
4982029 FOUNTAIN VALLEY CA 92708 SFD 7.625 6.500 $1,868.58 360 1-Jan-29 $262,618.13
4982031 CAMARILLO CA 93010 PUD 7.250 6.500 $794.74 360 1-Jan-29 $116,317.68
4982035 PORTOLA VALLEY CA 94028 PUD 7.000 6.500 $2,641.25 360 1-Jan-29 $396,347.26
4982042 SCOTTSDALE AZ 85255 SFD 7.250 6.500 $2,217.07 360 1-Dec-28 $324,234.81
4982061 CHICAGO IL 60657 PUD 7.125 6.500 $1,805.57 360 1-Jan-29 $267,479.27
4982063 SARATOGA CA 95070 SFD 7.250 6.500 $3,365.18 360 1-Dec-28 $491,626.46
4982078 LA CANADA FLINTRIDGE CA 91011 SFD 7.250 6.500 $1,910.09 360 1-Jan-29 $279,561.84
4982080 LOS GATOS CA 95030 SFD 7.000 6.500 $4,091.61 360 1-Jan-29 $613,988.84
4982083 OREGON CITY OR 97045 SFD 7.125 6.500 $1,945.36 360 1-Jan-29 $288,286.81
4982086 LAFAYETTE CO 80026 SFD 7.250 6.500 $695.82 360 1-Dec-28 $101,759.85
4982091 PORTLAND OR 97225 SFD 7.125 6.500 $1,689.69 360 1-Dec-28 $250,194.73
4982099 TAPPAN NY 10983 SFD 7.750 6.500 $1,477.60 360 1-Jan-29 $205,957.92
4982102 HOUSTON TX 77006 SFD 7.125 6.500 $1,651.28 360 1-Nov-28 $244,309.00
4982114 CERRITOS CA 90703 SFD 7.250 6.500 $1,951.02 360 1-Jan-29 $285,552.45
4982120 SANTA ROSA CA 95401 SFD 7.500 6.500 $853.04 360 1-Jan-29 $121,818.35
4982125 UNION POINT GA 30669 SFD 7.750 6.500 $250.75 360 1-Jan-29 $34,950.42
4982126 MOUNTAIN VILLAGE CO 81435 SFD 7.000 6.500 $3,007.17 360 1-Nov-28 $450,504.97
4982129 HOUSTON TX 77056 SFD 7.000 6.500 $4,324.47 360 1-Jan-29 $648,931.29
4982130 SCOTTSDALE AZ 85258 SFD 7.250 6.500 $2,660.49 360 1-Jan-29 $389,389.68
4982131 LYNWOOD WA 98036 SFD 7.375 6.500 $857.13 360 1-Jan-29 $123,910.56
4982136 BOULDER CO 80303 SFD 7.500 6.500 $3,157.76 360 1-Dec-28 $450,604.23
4982141 BAYFIELD CO 81122 SFD 7.500 6.500 $1,027.85 360 1-Jan-29 $146,781.12
4982142 NEWTOWN SQUARE PA 19073 SFD 7.500 6.500 $2,157.08 360 1-Jan-29 $308,040.66
4982143 ISSAQUAH WA 98027 SFD 7.125 6.500 $1,731.46 360 1-Jan-29 $256,587.74
4982144 SAUSALITO CA 94965 MF2 7.250 6.500 $2,217.07 360 1-Feb-29 $324,746.47
4982147 SAN RAMON CA 94583 SFD 7.125 6.500 $1,923.47 360 1-Jan-29 $285,042.02
4982148 CHINO HILLS CA 91709 SFD 7.250 6.500 $1,841.88 360 1-Jan-29 $269,577.47
4982155 SCOTTSDALE AZ 85250 SFD 7.250 6.500 $2,114.75 360 1-Jan-29 $309,514.88
4982157 AMERICAN FORK UT 84003 SFD 7.000 6.500 $811.67 360 1-Jan-29 $121,799.41
4982163 EAGLE CO 81632 SFD 7.125 6.500 $2,358.01 360 1-Jan-29 $349,438.57
4982165 TRAPPE PA 19426 PUD 7.500 6.500 $604.13 360 1-Dec-28 $86,036.34
4982168 YACOLT WA 98675 SFD 7.750 6.500 $644.77 360 1-Jan-29 $89,872.55
4982174 SOUTH JORDAN UT 84095 SFD 7.000 6.500 $1,763.05 360 1-Dec-28 $264,344.54
4982177 FEDERAL WAY WA 98023 SFD 6.875 6.500 $1,837.76 360 1-Jan-29 $279,266.29
4982186 EAGLE CO 81631 SFD 7.625 6.500 $1,054.61 360 1-Jan-29 $148,783.64
4982197 CHANDLER AZ 85248 SFD 7.000 6.500 $1,584.75 360 1-Nov-28 $237,377.80
4982198 CAMANO ISLAND WA 98292 SFD 6.875 6.500 $1,671.88 360 1-Dec-28 $252,955.96
4982204 HOLLISTON MA 01746 SFD 7.750 6.500 $1,776.70 360 1-Feb-29 $247,824.97
4982207 TAMPA FL 32629 SFD 7.250 6.500 $2,019.24 360 1-Feb-29 $295,769.09
4982212 ALGONQUIN IL 60102 SFD 7.250 6.500 $1,212.91 360 1-Jan-29 $177,519.66
4982216 CARLSBAD CA 92009 SFD 6.875 6.500 $2,351.81 360 1-Dec-28 $357,092.52
4982217 PARK CITY UT 84060 SFD 6.750 6.483 $2,107.94 360 1-Dec-28 $324,155.83
4982222 CARMICHAEL CA 95408 SFD 7.000 6.500 $1,676.56 360 1-Jan-29 $251,485.09
4982225 FOREST GROVE OR 97116 SFD 7.250 6.500 $2,337.82 360 1-Jan-29 $342,163.70
4982238 SAUSALITO CA 94965 SFD 7.250 6.500 $4,939.85 240 1-Dec-18 $621,487.44
4982242 ORLANDO FL 32806 SFD 6.875 6.500 $2,006.26 360 1-Jan-29 $304,885.39
4982247 NEWBERG OR 97132 SFD 6.875 6.500 $1,997.06 360 1-Jan-29 $303,487.75
4982248 CAMAS WA 98607 SFD 7.250 6.500 $1,549.56 360 1-Dec-28 $226,615.19
4982249 RUMSON NJ 07760 SFD 7.375 6.500 $3,902.31 360 1-Oct-28 $562,823.85
4982256 CAMARILLO CA 93010 SFD 7.000 6.500 $3,683.78 360 1-Jan-29 $546,885.59
4982262 MANHATTAN BEACH CA 90266 SFD 7.375 6.500 $2,362.11 360 1-Jan-29 $341,477.93
4982266 MERCER ISLAND WA 98040 SFD 6.875 6.500 $2,115.31 360 1-Jan-29 $321,457.41
4982270 LOS ANGELES CA 90049 SFD 7.250 6.500 $1,787.31 360 1-Feb-29 $261,795.61
4982274 CAMBELL CA 95008 PUD 7.375 6.500 $2,002.96 360 1-Dec-28 $289,213.00
4982276 REDMOND WA 98053 SFD 7.000 6.500 $2,401.74 360 1-Jan-29 $360,406.46
4982284 ARCADIA CA 91006 SFD 7.250 6.500 $3,734.24 360 1-Feb-29 $546,972.97
4982287 SIERRA MADRE CA 91024 SFD 6.500 6.233 $1,896.21 360 1-Feb-29 $299,728.79
4982289 FALMOUTH MA 02556 SFD 7.125 6.500 $1,819.04 360 1-Jan-29 $269,566.89
4982295 BOZEMAN MT 59715 SFD 6.875 6.500 $1,642.32 360 1-Jan-29 $249,578.74
4982300 BEL AIR MD 21015 SFD 7.375 6.500 $2,942.10 354 1-Jun-28 $422,984.99
4982311 SARATOGA CA 95070 SFD 7.250 6.500 $2,728.71 360 1-Jan-29 $398,874.03
4982314 HAMILTON TOWNSHIP NJ 08620 SFD 7.625 6.500 $1,717.88 356 1-Apr-28 $240,714.50
4982320 WEST SALEM OH 44287 SFD 7.500 6.500 $2,097.64 360 1-Dec-28 $299,327.90
4982322 REHOBOTH DE 19971 SFD 7.375 6.500 $1,922.08 354 1-Jul-28 $276,559.29
4982325 DANVILLE CA 94506 PUD 7.250 6.500 $2,715.06 360 1-Feb-29 $397,689.52
4982331 NORTH ANDOVER MA 01845 SFD 7.000 6.500 $1,995.91 360 1-Jan-29 $299,506.75
4982335 MISSION TX 78572 SFD 7.250 6.500 $2,223.89 360 1-Jan-29 $325,312.67
4982337 LITHONIA GA 30038 SFD 6.750 6.483 $2,438.40 360 1-Feb-29 $375,626.32
4982372 SAN JUAN CAPISTRANO CA 92675 SFD 7.250 6.500 $2,568.40 360 1-Feb-29 $376,206.29
4982375 ALEXANDRIA VA 22312 SFD 6.750 6.483 $1,697.38 360 1-Feb-29 $261,474.68
4982378 DEL MAR CA 92014 SFD 6.375 6.108 $4,055.16 360 1-Feb-29 $649,397.97
4982395 TUSTIN CA 92782 SFD 7.250 6.500 $2,421.73 360 1-Jan-29 $354,444.45
4982396 SCOTTSDALE AZ 85255 SFD 7.625 6.500 $2,985.83 360 1-Feb-29 $421,544.68
4982404 LONG BEACH CA 90815 SFD 7.625 6.500 $2,845.34 360 1-Jan-29 $401,416.22
4982412 WAYNE NJ 07470 SFD 7.125 6.500 $2,021.16 360 1-Jan-29 $299,518.76
4982415 CHICAGO IL 60613 PUD 7.750 6.500 $1,920.71 360 1-Jan-29 $267,720.32
4982416 PROSPECT CT 06712 SFD 6.750 6.483 $1,631.23 360 1-Feb-29 $251,283.46
4982425 REDONDO BEACH AREA CA 90277 SFD 7.125 6.500 $2,779.09 360 1-Jan-29 $411,838.30
4982430 MOORPARK CA 93021 SFD 8.125 6.500 $2,585.75 360 1-Jan-29 $347,792.84
4982432 CANTON MS 39046 SFD 6.875 6.500 $2,318.96 360 1-Nov-28 $351,803.52
4982434 INDIANAPOLIS IN 46236 SFD 7.125 6.500 $1,697.78 360 1-Nov-28 $251,186.67
4982438 MIDDLETOWN PA 19063 SFD 7.250 6.500 $2,728.71 360 1-Sep-28 $398,099.24
4982440 WAXHAW NC 28173 SFD 7.125 6.500 $3,078.89 360 1-Jan-29 $456,247.19
4982454 NAPERVILLE IL 60564 SFD 6.875 6.500 $1,733.64 360 1-Dec-28 $263,143.37
4982456 NEW ORLEANS LA 70115 SFD 7.250 6.500 $2,244.36 360 1-Jan-29 $328,485.15
4982463 EAGAN MN 55122 SFD 7.750 6.500 $2,128.19 355 1-Jan-28 $294,000.18
4983498 CHERRY HILL NJ 08003 SFD 6.750 6.483 $2,270.10 360 1-Jan-29 $344,367.48
4985181 PARK CITY UT 84098 SFD 7.000 6.500 $1,946.01 360 1-Jan-29 $292,019.08
$186,114,013.52
</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>
4819274 80.00 0.250 0.017 0.608
4851164 72.28 0.250 0.017 0.733
4855111 100.00 0.250 0.017 0.983
4856868 70.25 0.250 0.017 0.733
4867295 80.66 0.250 0.017 0.733
4870311 74.13 0.250 0.017 0.483
4873887 80.00 0.250 0.017 0.108
4876765 67.89 0.250 0.017 0.733
4881134 76.28 0.250 0.017 0.733
4910662 85.28 13 0.250 0.017 0.983
4912035 77.63 0.250 0.017 0.608
4920277 74.16 0.250 0.017 0.833
4920409 79.96 0.250 0.017 0.358
4920461 62.20 0.250 0.017 0.333
4920489 63.64 0.250 0.017 0.633
4920822 45.50 0.250 0.017 0.233
4921058 72.50 0.250 0.017 0.383
4922599 80.00 0.250 0.017 0.733
4922720 89.98 12 0.250 0.017 0.733
4922823 90.00 11 0.250 0.017 1.108
4928204 69.19 0.250 0.017 0.233
4929610 74.65 0.250 0.017 0.483
4930180 95.00 33 0.250 0.017 1.108
4930259 79.23 0.250 0.017 0.483
4930403 61.79 0.250 0.017 0.608
4941406 79.99 0.250 0.017 0.483
4941528 73.85 0.250 0.017 0.233
4942128 68.29 0.250 0.017 0.358
4942970 94.99 01 0.250 0.017 0.358
4942986 80.00 0.250 0.017 0.858
4943252 80.00 0.250 0.017 1.733
4943257 79.79 0.250 0.017 1.108
4943565 79.17 0.250 0.017 0.000
4945008 53.03 0.250 0.017 0.733
4945856 78.50 0.250 0.017 0.233
4945925 90.00 01 0.250 0.017 1.608
4945968 68.90 0.250 0.017 0.733
4947293 77.78 0.250 0.017 0.858
4954106 80.00 0.250 0.017 0.233
4956399 61.69 0.250 0.017 0.108
4956550 77.41 0.250 0.017 0.483
4956697 80.00 0.250 0.017 0.000
4956940 90.00 12 0.250 0.017 0.358
4956987 70.48 0.250 0.017 0.233
4957282 95.00 12 0.250 0.017 0.483
4959135 75.87 0.250 0.017 0.108
4959370 75.58 0.250 0.017 0.483
4959444 90.00 24 0.250 0.017 0.483
4960349 78.30 0.250 0.017 0.358
4960361 49.47 0.250 0.017 0.108
4960701 71.86 0.250 0.017 0.233
4960902 68.42 0.250 0.017 0.233
4961031 69.61 0.250 0.017 0.608
4961063 87.31 12 0.250 0.017 0.108
4961103 77.54 0.250 0.017 0.608
4961121 74.24 0.250 0.017 0.233
4961157 80.00 0.250 0.017 0.858
4961481 74.30 0.250 0.017 0.233
4962358 100.00 0.250 0.017 0.983
4962418 65.97 0.250 0.017 0.483
4962675 70.00 0.250 0.017 0.608
4962683 67.05 0.250 0.017 0.733
4962707 80.00 0.250 0.017 0.733
4962884 69.47 0.250 0.017 0.483
4962893 66.34 0.250 0.017 0.000
4962896 100.00 0.250 0.017 0.858
4962900 58.75 0.250 0.017 0.483
4963061 54.40 0.250 0.017 0.733
4963183 90.00 0.250 0.017 0.983
4963195 43.20 0.250 0.017 1.733
4963220 74.73 0.250 0.017 1.483
4963268 71.11 0.250 0.017 0.608
4963291 27.34 0.250 0.017 1.483
4963298 100.00 0.250 0.017 0.733
4963304 66.67 0.250 0.017 1.233
4963338 90.00 11 0.250 0.017 0.358
4963448 53.23 0.250 0.017 0.233
4963461 80.00 0.250 0.017 0.000
4963546 68.33 0.250 0.017 0.233
4963650 80.00 0.250 0.017 0.983
4964031 92.31 12 0.250 0.017 0.000
4964055 75.00 0.250 0.017 0.608
4964113 94.98 11 0.250 0.017 0.000
4964120 80.00 0.250 0.017 0.233
4964254 80.00 0.250 0.017 0.233
4964550 80.00 0.250 0.017 0.233
4964657 79.73 0.250 0.017 0.000
4966101 80.00 0.250 0.017 0.608
4966147 60.69 0.250 0.017 0.483
4967788 77.22 0.250 0.017 0.608
4967810 76.92 0.250 0.017 0.733
4967888 45.69 0.250 0.017 0.483
4967905 69.33 0.250 0.017 0.608
4968220 68.61 0.250 0.017 0.733
4968227 79.89 0.250 0.017 0.608
4968245 74.99 0.250 0.017 0.483
4968273 78.60 0.250 0.017 0.733
4968779 75.88 0.250 0.017 0.608
4969695 76.23 0.250 0.017 0.233
4969849 85.25 06 0.250 0.017 0.733
4970009 80.00 0.250 0.017 0.733
4970014 80.00 0.250 0.017 0.608
4970164 80.00 0.250 0.017 0.108
4970179 79.97 0.250 0.017 0.358
4970436 76.26 0.250 0.017 0.358
4970788 76.92 0.250 0.017 0.233
4971070 55.69 0.250 0.017 0.483
4971797 76.26 0.250 0.017 0.108
4971815 54.24 0.250 0.017 0.000
4971831 72.50 0.250 0.017 0.733
4971836 45.44 0.250 0.017 0.000
4971843 68.74 0.250 0.017 0.358
4971844 72.21 0.250 0.017 0.608
4971932 73.93 0.250 0.017 0.608
4972194 78.63 0.250 0.017 0.233
4972213 75.16 0.250 0.017 0.108
4972220 72.00 0.250 0.017 0.000
4972234 53.27 0.250 0.017 0.358
4972239 75.00 0.250 0.017 0.233
4972500 78.01 0.250 0.017 0.483
4972592 58.57 0.250 0.017 0.358
4972904 75.00 0.250 0.017 0.233
4972963 78.17 0.250 0.017 0.233
4972972 34.04 0.250 0.017 0.000
4972974 80.00 0.250 0.017 0.233
4972978 86.21 01 0.250 0.017 0.358
4972997 80.00 0.250 0.017 0.233
4973029 80.00 0.250 0.017 0.233
4973045 75.00 0.250 0.017 0.233
4973057 79.19 0.250 0.017 0.733
4973068 75.00 0.250 0.017 0.483
4973146 75.00 0.250 0.017 0.233
4973186 62.38 0.250 0.017 0.000
4973196 90.00 06 0.250 0.017 0.483
4973215 79.43 0.250 0.017 0.358
4973240 80.00 0.250 0.017 0.483
4973252 57.82 0.250 0.017 0.358
4973263 80.00 0.250 0.017 0.233
4973268 51.22 0.250 0.017 0.608
4973288 79.99 0.250 0.017 0.358
4973302 83.82 01 0.250 0.017 0.000
4973305 78.91 0.250 0.017 0.483
4973308 58.14 0.250 0.017 0.000
4973312 63.13 0.250 0.017 0.858
4973429 67.50 0.250 0.017 0.233
4973549 80.00 0.250 0.017 0.108
4973557 74.95 0.250 0.017 0.483
4973569 77.45 0.250 0.017 0.483
4973581 78.20 0.250 0.017 0.483
4973586 62.00 0.250 0.017 0.000
4973648 80.00 0.250 0.017 0.233
4973659 61.84 0.250 0.017 0.358
4973695 89.87 12 0.250 0.017 0.233
4973705 62.07 0.250 0.017 0.000
4973721 89.99 11 0.250 0.017 0.733
4973734 75.25 0.250 0.017 0.733
4973797 75.00 0.250 0.017 0.483
4973827 45.07 0.250 0.017 0.358
4973933 80.00 0.250 0.017 0.983
4973941 83.33 11 0.250 0.017 0.733
4973955 64.89 0.250 0.017 0.000
4974676 56.00 0.250 0.017 0.483
4974690 75.00 0.250 0.017 0.608
4974724 73.43 0.250 0.017 0.358
4974726 75.95 0.250 0.017 0.733
4974751 75.22 0.250 0.017 0.108
4974765 77.28 0.250 0.017 0.483
4974781 77.26 0.250 0.017 0.358
4974822 79.89 0.250 0.017 0.108
4974827 75.00 0.250 0.017 0.858
4974957 90.00 33 0.250 0.017 0.000
4974985 84.92 33 0.250 0.017 0.000
4975020 90.00 33 0.250 0.017 0.000
4975047 80.00 0.250 0.017 0.000
4975224 95.00 11 0.250 0.017 0.483
4975234 88.17 11 0.250 0.017 0.858
4975245 71.43 0.250 0.017 0.483
4975262 58.00 0.250 0.017 0.233
4975273 80.00 0.250 0.017 0.608
4975284 67.06 0.250 0.017 0.000
4975286 56.66 0.250 0.017 0.358
4975310 80.00 0.250 0.017 0.733
4975316 69.14 0.250 0.017 0.483
4975320 69.84 0.250 0.017 0.358
4975334 94.99 12 0.250 0.017 0.983
4975336 60.00 0.250 0.017 0.608
4975337 60.25 0.250 0.017 0.483
4975341 78.87 0.250 0.017 0.000
4975349 80.00 0.250 0.017 0.233
4975354 76.92 0.250 0.017 0.483
4975359 61.86 0.250 0.017 0.483
4975361 80.00 0.250 0.017 0.483
4975364 72.73 0.250 0.017 0.483
4975376 89.12 11 0.250 0.017 0.483
4975384 79.75 0.250 0.017 0.358
4975391 69.97 0.250 0.017 0.483
4975415 70.00 0.250 0.017 0.358
4975422 80.00 0.250 0.017 0.483
4975429 80.00 0.250 0.017 1.108
4975437 89.88 11 0.250 0.017 0.108
4975444 56.57 0.250 0.017 0.000
4975458 80.00 0.250 0.017 0.233
4975472 74.68 0.250 0.017 0.358
4975480 90.00 11 0.250 0.017 0.983
4975724 63.40 0.250 0.017 0.483
4975734 80.00 0.250 0.017 0.233
4975747 80.00 0.250 0.017 0.233
4975750 82.03 13 0.250 0.017 0.483
4975772 74.43 0.250 0.017 0.000
4975774 66.23 0.250 0.017 0.108
4975783 62.46 0.250 0.017 0.000
4975784 38.63 0.250 0.017 0.000
4975813 75.00 0.250 0.017 0.483
4976139 73.47 0.250 0.017 0.233
4976213 72.60 0.250 0.017 0.483
4976220 95.00 11 0.250 0.017 0.233
4976236 81.37 0.250 0.017 0.608
4976240 80.00 0.250 0.017 0.000
4976247 90.00 12 0.250 0.017 0.358
4977018 52.51 0.250 0.017 0.608
4977024 41.05 0.250 0.017 0.108
4977034 74.89 0.250 0.017 0.608
4977170 80.00 0.250 0.017 0.000
4977194 79.98 0.250 0.017 0.483
4977198 90.00 06 0.250 0.017 0.358
4977204 80.00 0.250 0.017 0.233
4978261 67.42 0.250 0.017 0.608
4978325 95.00 11 0.250 0.017 0.233
4978335 59.90 0.250 0.017 0.000
4978351 89.15 11 0.250 0.017 0.608
4978376 67.83 0.250 0.017 0.000
4978436 56.68 0.250 0.017 0.108
4978450 63.27 0.250 0.017 0.108
4978636 80.00 0.250 0.017 0.108
4978823 90.00 0.250 0.017 0.733
4978909 79.97 0.250 0.017 0.108
4978917 73.76 0.250 0.017 0.733
4979244 75.00 0.250 0.017 0.358
4979267 79.94 0.250 0.017 0.358
4979293 80.00 0.250 0.017 0.608
4979632 74.35 0.250 0.017 0.108
4979855 57.51 0.250 0.017 0.108
4980244 90.00 11 0.250 0.017 1.108
4980253 74.42 0.250 0.017 0.000
4980263 77.63 0.250 0.017 1.358
4980275 79.17 0.250 0.017 0.483
4980290 75.00 0.250 0.017 0.608
4980367 80.00 0.250 0.017 0.733
4980376 77.63 0.250 0.017 0.483
4980388 80.00 0.250 0.017 0.358
4980404 74.29 0.250 0.017 0.483
4980412 72.07 0.250 0.017 0.483
4980417 84.93 12 0.250 0.017 0.233
4980431 79.99 0.250 0.017 0.483
4980440 80.00 0.250 0.017 0.858
4980464 58.82 0.250 0.017 0.108
4980476 73.16 0.250 0.017 0.358
4980483 55.95 0.250 0.017 0.358
4980502 79.72 0.250 0.017 0.483
4980523 66.56 0.250 0.017 0.108
4980535 74.38 0.250 0.017 0.233
4980555 63.45 0.250 0.017 0.000
4980563 52.91 0.250 0.017 0.000
4980597 62.79 0.250 0.017 1.358
4980610 46.40 0.250 0.017 0.233
4980613 90.00 12 0.250 0.017 0.483
4980618 76.05 0.250 0.017 0.483
4980621 80.00 0.250 0.017 1.108
4980623 73.57 0.250 0.017 0.358
4980633 62.26 0.250 0.017 0.233
4980636 70.00 0.250 0.017 1.108
4980644 80.00 0.250 0.017 0.733
4980646 74.01 0.250 0.017 0.108
4980650 88.91 06 0.250 0.017 0.483
4980663 78.93 0.250 0.017 0.000
4980667 41.67 0.250 0.017 0.108
4980668 80.00 0.250 0.017 0.983
4980673 75.31 0.250 0.017 0.483
4980676 89.79 12 0.250 0.017 0.483
4980692 80.00 0.250 0.017 0.108
4980701 80.00 0.250 0.017 0.233
4980709 75.00 0.250 0.017 0.358
4980714 38.62 0.250 0.017 1.108
4980718 90.00 12 0.250 0.017 0.000
4980721 63.25 0.250 0.017 0.483
4980726 64.60 0.250 0.017 0.108
4980739 56.60 0.250 0.017 0.608
4980997 74.85 0.250 0.017 0.358
4981028 69.44 0.250 0.017 0.483
4981043 90.00 13 0.250 0.017 0.108
4981050 95.00 11 0.250 0.017 0.858
4981057 57.45 0.250 0.017 0.483
4981067 58.91 0.250 0.017 0.000
4981074 90.00 11 0.250 0.017 0.358
4981081 71.76 0.250 0.017 0.608
4981127 80.00 0.250 0.017 0.233
4981130 70.26 0.250 0.017 0.358
4981137 71.85 0.250 0.017 0.483
4981154 79.08 0.250 0.017 0.608
4981164 89.99 06 0.250 0.017 0.358
4981169 90.00 11 0.250 0.017 0.483
4981173 31.65 0.250 0.017 0.233
4981179 78.25 0.250 0.017 0.108
4981180 90.00 11 0.250 0.017 0.233
4981184 50.00 0.250 0.017 0.483
4981195 40.95 0.250 0.017 0.483
4981199 61.32 0.250 0.017 0.358
4981206 74.16 0.250 0.017 0.608
4981212 61.92 0.250 0.017 0.358
4981217 72.16 0.250 0.017 0.483
4981223 71.00 0.250 0.017 0.608
4981243 80.00 0.250 0.017 0.108
4981251 79.14 0.250 0.017 0.483
4981258 84.00 11 0.250 0.017 0.358
4981267 38.63 0.250 0.017 0.108
4981274 77.13 0.250 0.017 0.358
4981292 58.94 0.250 0.017 0.483
4981293 76.47 0.250 0.017 0.733
4981300 69.17 0.250 0.017 0.858
4981321 74.93 0.250 0.017 0.733
4981325 80.00 0.250 0.017 0.608
4981330 68.96 0.250 0.017 1.108
4981343 94.68 12 0.250 0.017 0.483
4981351 66.47 0.250 0.017 0.358
4981355 60.00 0.250 0.017 0.483
4981378 41.67 0.250 0.017 0.983
4981385 75.00 0.250 0.017 0.233
4981393 69.70 0.250 0.017 0.608
4981396 66.22 0.250 0.017 0.108
4981398 55.56 0.250 0.017 0.233
4981401 75.00 0.250 0.017 0.233
4981404 55.06 0.250 0.017 0.108
4981409 64.52 0.250 0.017 0.608
4981412 80.00 0.250 0.017 0.233
4981414 63.65 0.250 0.017 0.608
4981418 46.12 0.250 0.017 0.000
4981419 75.00 0.250 0.017 0.358
4981425 80.00 0.250 0.017 0.983
4981438 79.75 0.250 0.017 0.858
4981439 73.01 0.250 0.017 0.000
4981442 75.00 0.250 0.017 0.108
4981462 75.00 0.250 0.017 0.483
4981469 80.00 0.250 0.017 0.233
4981478 49.36 0.250 0.017 0.233
4981479 75.56 0.250 0.017 0.233
4981484 77.31 0.250 0.017 0.000
4981488 60.95 0.250 0.017 0.483
4981493 60.42 0.250 0.017 0.000
4981498 69.23 0.250 0.017 0.233
4981501 66.32 0.250 0.017 0.483
4981505 78.09 0.250 0.017 0.483
4981513 71.90 0.250 0.017 0.358
4981520 79.73 0.250 0.017 0.483
4981529 74.93 0.250 0.017 0.983
4981531 65.05 0.250 0.017 0.608
4981536 66.57 0.250 0.017 0.233
4981537 66.04 0.250 0.017 0.233
4981540 79.84 0.250 0.017 0.483
4981552 75.00 0.250 0.017 0.483
4981553 68.27 0.250 0.017 0.233
4981558 75.73 0.250 0.017 0.108
4981561 58.43 0.250 0.017 0.608
4981562 90.00 11 0.250 0.017 0.983
4981582 74.03 0.250 0.017 0.858
4981586 63.56 0.250 0.017 0.608
4981589 77.02 0.250 0.017 0.000
4981605 79.80 0.250 0.017 0.483
4981620 80.00 0.250 0.017 0.108
4981621 71.95 0.250 0.017 0.733
4981624 79.89 0.250 0.017 0.358
4981630 69.31 0.250 0.017 0.483
4981637 48.31 0.250 0.017 0.233
4981645 81.33 0.250 0.017 0.858
4981647 69.84 0.250 0.017 0.608
4981649 69.75 0.250 0.017 0.358
4981655 70.00 0.250 0.017 0.608
4981661 62.50 0.250 0.017 0.233
4981681 74.22 0.250 0.017 0.983
4981685 61.67 0.250 0.017 0.733
4981691 40.21 0.250 0.017 0.233
4981697 80.00 0.250 0.017 0.233
4981699 79.33 0.250 0.017 0.483
4981706 63.89 0.250 0.017 0.483
4981709 80.00 0.250 0.017 0.608
4981711 71.28 0.250 0.017 0.108
4981713 74.05 0.250 0.017 0.233
4981714 60.00 0.250 0.017 0.483
4981717 80.00 0.250 0.017 0.608
4981718 74.99 0.250 0.017 0.358
4981722 80.00 0.250 0.017 0.000
4981725 75.00 0.250 0.017 0.233
4981757 79.19 0.250 0.017 0.108
4981760 56.19 0.250 0.017 0.608
4981761 56.86 0.250 0.017 0.483
4981762 79.02 0.250 0.017 0.108
4981763 70.25 0.250 0.017 0.358
4981765 66.62 0.250 0.017 0.358
4981766 52.00 0.250 0.017 0.608
4981767 58.00 0.250 0.017 0.358
4981768 74.25 0.250 0.017 0.483
4981771 75.67 0.250 0.017 0.608
4981772 30.36 0.250 0.017 0.358
4981774 71.62 0.250 0.017 0.483
4981778 70.94 0.250 0.017 0.108
4981779 74.29 0.250 0.017 0.358
4981780 75.38 0.250 0.017 0.733
4981782 72.80 0.250 0.017 0.108
4981784 55.48 0.250 0.017 0.358
4981786 80.00 0.250 0.017 0.358
4981788 75.00 0.250 0.017 0.483
4981790 68.39 0.250 0.017 0.233
4981791 75.00 0.250 0.017 0.358
4981792 54.37 0.250 0.017 0.000
4981794 67.10 0.250 0.017 0.483
4981796 73.53 0.250 0.017 0.358
4981805 75.00 0.250 0.017 0.608
4981807 74.74 0.250 0.017 0.233
4981812 45.00 0.250 0.017 0.233
4981814 75.00 0.250 0.017 0.108
4981816 45.90 0.250 0.017 0.733
4981819 52.94 0.250 0.017 1.108
4981822 76.74 0.250 0.017 0.608
4981823 50.00 0.250 0.017 0.483
4981830 65.28 0.250 0.017 0.858
4981831 75.00 0.250 0.017 0.233
4981832 75.58 0.250 0.017 0.733
4981833 95.00 11 0.250 0.017 0.358
4981839 78.41 0.250 0.017 0.483
4981840 68.82 0.250 0.017 0.483
4981843 81.58 13 0.250 0.017 0.483
4981844 62.70 0.250 0.017 0.733
4981846 78.33 0.250 0.017 0.108
4981848 69.57 0.250 0.017 0.233
4981852 75.34 0.250 0.017 0.483
4981854 59.38 0.250 0.017 0.483
4981855 63.68 0.250 0.017 0.108
4981857 63.77 0.250 0.017 0.233
4981861 54.29 0.250 0.017 0.233
4981862 36.36 0.250 0.017 0.483
4981864 72.35 0.250 0.017 0.483
4981866 40.00 0.250 0.017 0.483
4981871 69.88 0.250 0.017 0.483
4981872 80.00 0.250 0.017 0.483
4981875 75.39 0.250 0.017 0.108
4981877 54.00 0.250 0.017 0.108
4981880 75.00 0.250 0.017 0.233
4981888 80.00 0.250 0.017 0.733
4981889 78.49 0.250 0.017 0.608
4981891 62.55 0.250 0.017 0.483
4981898 72.80 0.250 0.017 0.108
4981901 75.00 0.250 0.017 0.358
4981905 37.06 0.250 0.017 0.608
4981911 74.29 0.250 0.017 0.108
4981913 73.39 0.250 0.017 0.733
4981914 79.24 0.250 0.017 0.108
4981917 95.00 11 0.250 0.017 0.608
4981920 67.99 0.250 0.017 0.233
4981922 56.52 0.250 0.017 0.733
4981925 55.24 0.250 0.017 0.358
4981928 70.80 0.250 0.017 0.733
4981933 73.60 0.250 0.017 0.608
4981935 63.93 0.250 0.017 0.608
4981941 80.00 0.250 0.017 0.608
4981947 71.43 0.250 0.017 0.608
4981950 60.00 0.250 0.017 0.733
4981956 78.85 0.250 0.017 0.000
4981966 73.73 0.250 0.017 0.483
4981967 59.38 0.250 0.017 0.358
4981972 80.00 0.250 0.017 0.608
4981975 26.32 0.250 0.017 0.233
4981984 42.57 0.250 0.017 0.608
4981985 64.57 0.250 0.017 0.358
4982002 55.33 0.250 0.017 0.483
4982003 66.53 0.250 0.017 0.358
4982004 65.22 0.250 0.017 0.858
4982012 80.00 0.250 0.017 0.608
4982017 74.55 0.250 0.017 0.483
4982019 56.00 0.250 0.017 0.608
4982029 80.00 0.250 0.017 0.858
4982031 64.72 0.250 0.017 0.483
4982035 38.36 0.250 0.017 0.233
4982042 53.28 0.250 0.017 0.483
4982061 80.00 0.250 0.017 0.358
4982063 50.34 0.250 0.017 0.483
4982078 75.68 0.250 0.017 0.483
4982080 52.79 0.250 0.017 0.233
4982083 75.00 0.250 0.017 0.358
4982086 60.00 0.250 0.017 0.483
4982091 80.00 0.250 0.017 0.358
4982099 75.00 0.250 0.017 0.983
4982102 95.00 06 0.250 0.017 0.358
4982114 77.30 0.250 0.017 0.483
4982120 44.36 0.250 0.017 0.733
4982125 63.64 0.250 0.017 0.983
4982126 80.00 0.250 0.017 0.233
4982129 78.41 0.250 0.017 0.233
4982130 78.00 0.250 0.017 0.483
4982131 51.71 0.250 0.017 0.608
4982136 54.94 0.250 0.017 0.733
4982141 79.89 0.250 0.017 0.733
4982142 77.13 0.250 0.017 0.733
4982143 64.25 0.250 0.017 0.358
4982144 62.50 0.250 0.017 0.483
4982147 72.28 0.250 0.017 0.358
4982148 78.95 0.250 0.017 0.483
4982155 74.52 0.250 0.017 0.483
4982157 62.56 0.250 0.017 0.233
4982163 69.31 0.250 0.017 0.358
4982165 79.63 0.250 0.017 0.733
4982168 58.06 0.250 0.017 0.983
4982174 74.02 0.250 0.017 0.233
4982177 69.94 0.250 0.017 0.108
4982186 69.85 0.250 0.017 0.858
4982197 94.15 11 0.250 0.017 0.233
4982198 62.84 0.250 0.017 0.108
4982204 74.70 0.250 0.017 0.983
4982207 80.00 0.250 0.017 0.483
4982212 80.00 0.250 0.017 0.483
4982216 75.37 0.250 0.017 0.108
4982217 24.07 0.250 0.017 0.000
4982222 76.36 0.250 0.017 0.233
4982225 74.83 0.250 0.017 0.483
4982238 52.08 0.250 0.017 0.483
4982242 79.99 0.250 0.017 0.108
4982247 72.73 0.250 0.017 0.108
4982248 50.48 0.250 0.017 0.483
4982249 79.02 0.250 0.017 0.608
4982256 50.34 0.250 0.017 0.233
4982262 51.43 0.250 0.017 0.608
4982266 68.51 0.250 0.017 0.108
4982270 40.31 0.250 0.017 0.483
4982274 59.18 0.250 0.017 0.608
4982276 68.11 0.250 0.017 0.233
4982284 70.00 0.250 0.017 0.483
4982287 75.95 0.250 0.017 0.000
4982289 72.00 0.250 0.017 0.358
4982295 64.94 0.250 0.017 0.108
4982300 78.52 0.250 0.017 0.608
4982311 46.95 0.250 0.017 0.483
4982314 79.83 0.250 0.017 0.858
4982320 67.42 0.250 0.017 0.733
4982322 74.36 0.250 0.017 0.608
4982325 54.90 0.250 0.017 0.483
4982331 47.85 0.250 0.017 0.233
4982335 46.91 0.250 0.017 0.483
4982337 79.99 0.250 0.017 0.000
4982372 62.75 0.250 0.017 0.483
4982375 78.41 0.250 0.017 0.000
4982378 73.86 0.250 0.017 0.000
4982395 78.89 0.250 0.017 0.483
4982396 80.00 0.250 0.017 0.858
4982404 69.91 0.250 0.017 0.858
4982412 60.98 0.250 0.017 0.358
4982415 94.97 06 0.250 0.017 0.983
4982416 72.90 0.250 0.017 0.000
4982425 75.00 0.250 0.017 0.358
4982430 79.87 0.250 0.017 1.358
4982432 71.60 0.250 0.017 0.108
4982434 90.00 13 0.250 0.017 0.358
4982438 62.02 0.250 0.017 0.483
4982440 79.48 0.250 0.017 0.358
4982454 79.99 0.250 0.017 0.108
4982456 70.00 0.250 0.017 0.483
4982463 89.97 12 0.250 0.017 0.983
4983498 78.79 0.250 0.017 0.000
4985181 58.50 0.250 0.017 0.233
COUNT: 566
WAC: 7.180091811
WAM: 354.9789428
WALTV: 71.50420968
</TABLE>
<PAGE>
NASCOR
NMI / 1999-09 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>
4819274 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4851164 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4855111 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4856868 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4867295 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4870311 STAR BANK STAR BANK
4873887 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4876765 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4881134 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4910662 HOMESIDE LENDING HOMESIDE LENDING
4912035 HOMESIDE LENDING HOMESIDE LENDING
4920277 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920409 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4920461 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920489 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4920822 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4921058 HOME SAVINGS OF AMERICA HOME SAVINGS OF AMERICA
4922599 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4922720 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4922823 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4928204 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4929610 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930180 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4930259 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930403 CASCADE SAVINGS BANK CASCADE SAVINGS BANK
4941406 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4941528 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942128 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4942970 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942986 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4943252 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4943257 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4943565 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4945008 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945856 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945925 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945968 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4947293 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954106 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4956399 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956550 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956697 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956940 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4956987 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4957282 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959135 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4959370 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959444 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4960349 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960361 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960701 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4960902 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961031 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4961063 CASCADE SAVINGS BANK CASCADE SAVINGS BANK
4961103 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4961121 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4961157 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4961481 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962358 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962418 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962675 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962683 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962707 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962884 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962893 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962896 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962900 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963061 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4963183 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963195 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963220 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963268 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963291 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963298 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963304 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4963338 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963448 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963461 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963546 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963650 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964031 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964055 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964113 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964120 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964254 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964550 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964657 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4966101 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4966147 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4967788 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4967810 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4967888 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4967905 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968220 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968227 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968245 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968273 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968779 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4969695 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4969849 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4970009 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4970014 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4970164 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4970179 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4970436 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4970788 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971070 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971797 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971815 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971831 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971836 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971843 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971844 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4971932 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972194 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972213 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972220 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972234 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972239 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972500 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972592 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972904 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972963 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972972 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972974 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972978 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972997 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973029 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973045 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973057 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973068 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973146 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973186 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973196 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973215 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973240 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4973252 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4973263 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4973268 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4973288 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4973302 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4973305 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4973308 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4973312 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4973429 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4973549 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973557 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973569 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973581 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4973586 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973648 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973659 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973695 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973705 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973721 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973734 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973797 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973827 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973933 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973941 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973955 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974676 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974690 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974724 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4974726 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974751 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974765 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974781 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974822 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974827 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974957 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4974985 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4975020 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4975047 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4975224 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975234 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975245 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975262 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975273 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975284 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975286 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975310 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975316 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975320 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975334 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975336 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975337 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975341 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975349 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975354 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975359 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975361 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975364 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975376 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975384 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975391 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975415 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975422 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975429 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975437 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975444 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975458 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975472 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975480 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975724 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975734 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975747 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975750 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975772 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975774 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975783 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975784 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975813 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4976139 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4976213 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4976220 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4976236 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4976240 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4976247 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4977018 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4977024 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4977034 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4977170 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4977194 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4977198 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4977204 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4978261 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4978325 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4978335 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4978351 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4978376 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4978436 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4978450 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4978636 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4978823 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4978909 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4978917 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4979244 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4979267 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4979293 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4979632 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4979855 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4980244 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980253 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980263 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980275 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980290 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980367 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980376 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980388 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980404 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980412 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980417 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980431 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980440 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980464 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980476 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980483 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980502 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980523 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980535 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980555 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980563 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980597 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980610 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980613 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980618 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980621 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980623 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980633 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980636 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980644 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980646 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980650 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980663 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980667 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980668 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980673 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980676 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980692 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980701 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980709 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980714 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980718 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980721 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980726 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980739 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980997 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981028 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981043 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981050 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981057 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981067 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981074 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981081 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981127 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981130 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981137 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981154 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981164 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981169 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981173 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981179 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981180 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981184 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981195 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981199 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981206 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981212 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981217 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981223 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981243 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981251 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981258 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981267 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981274 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981292 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981293 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981300 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981321 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981325 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981330 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981343 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981351 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981355 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981378 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981385 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981393 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981396 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981398 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981401 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981404 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981409 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981412 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981414 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981418 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981419 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981425 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981438 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981439 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981442 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981462 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981469 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981478 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981479 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981484 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981488 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981493 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981498 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981501 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981505 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981513 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981520 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981529 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981531 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981536 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981537 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981540 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981552 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981553 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981558 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981561 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981562 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981582 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981586 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981589 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981605 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981620 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981621 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981624 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981630 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981637 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981645 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981647 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981649 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981655 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981661 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981681 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981685 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981691 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981697 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981699 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981706 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981709 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981711 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981713 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981714 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981717 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981718 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981722 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981725 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981757 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981760 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981761 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981762 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981763 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981765 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981766 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981767 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981768 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981771 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981772 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981774 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981778 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981779 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981780 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981782 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981784 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981786 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981788 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981790 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981791 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981792 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981794 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981796 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981805 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981807 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981812 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981814 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981816 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981819 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981822 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981823 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981830 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981831 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981832 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981833 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981839 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981840 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981843 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981844 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981846 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981848 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981852 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981854 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981855 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981857 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981861 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981862 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981864 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981866 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981871 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981872 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981875 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981877 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981880 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981888 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981889 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981891 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981898 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981901 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981905 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981911 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981913 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981914 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981917 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981920 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981922 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981925 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981928 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981933 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981935 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981941 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981947 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981950 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981956 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981966 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981967 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981972 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981975 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981984 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981985 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982002 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982003 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982004 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982012 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982017 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982019 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982029 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982031 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982035 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982042 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982061 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982063 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982078 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982080 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982083 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982086 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982091 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982099 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982102 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982114 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982120 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982125 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4982126 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982129 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982130 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982131 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982136 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982141 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982142 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4982143 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982144 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982147 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982148 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982155 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982157 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982163 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982165 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4982168 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982174 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982177 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982186 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982197 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982198 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982204 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982207 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982212 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4982216 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982217 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982222 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982225 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982238 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982242 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982247 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982248 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982249 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982256 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982262 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982266 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982270 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982274 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982276 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982284 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982287 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982289 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982295 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982300 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982311 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982314 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982320 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4982322 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982325 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982331 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982335 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982337 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982372 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982375 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982378 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982395 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982396 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982404 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982412 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982415 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982416 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982425 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982430 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982432 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982434 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4982438 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982440 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982454 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4982456 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982463 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4983498 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4985181 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
COUNT: 566
WAC: 7.180091811
WAM: 354.9789428
WALTV: 71.50420968
</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 1999-9
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 1999-9, 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 29, 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
<PAGE>
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 1999-9, Class [A-R][A-LR] Certificate (the
"Class [A-R][A-LR] Certificate") for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity from which it has
not received an affidavit substantially in the form of this affidavit. For these
purposes, a "disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511. For
these purposes, an "ERISA Prohibited Holder" means an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on
behalf of or investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have come due and
intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class [A-R][A-LR] Certificate
as they become due.
5. That the Purchaser understands that it may incur tax liabilities with respect
to the Class [A-R][A-LR] Certificate in excess of cash flows generated by the
Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR] Certificate to any
person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other than a U.S.
Person (a "Non-U.S. Person") that holds the Class [A-R][A-LR] Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the 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][A-LR]
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class
[A-R][A-LR] Certificate will not be disregarded for federal income tax purposes.
"U.S. Person" means a citizen or resident of the United States, a corporation 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 U.S. 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][A-LR] Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master Servicer as its
agent to act as "tax matters person" of the [Upper-Tier REMIC][Lower-Tier Remic]
pursuant to Section 3.01 of the Pooling and Servicing Agreement, and if such
designation is not permitted by the Code and applicable law, to act as tax
matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ___ day of , 19 __.
[Name of Purchaser]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or proved
to me to be the same person who executed the foregoing instrument and to be the
[Title of Officer], of the Purchaser, and acknowledged to me that he [she]
executed the same as his [her] free act and deed and the free act and deed of
the Purchaser.
Subscribed and sworn before me this __ day of , 19 __.
----------
- -----------------------------
NOTARY PUBLIC
COUNTY OF ____________________
STATE OF _____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
SERIES 1999-9, CLASS [A-R][A-LR]
-------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has no
actual knowledge that such affidavit is not true and has no reason to know that
the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-9
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 1999-9, 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 29, 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 1999-9.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In connection with
the proposed transfer, the Purchaser represents and warrants to the Seller, the
Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters and is
capable of evaluating the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision; and the Purchaser is able to bear the economic risk of an
investment in the Class [A-PO][B-4][B-5][B-6] Certificates and can afford a
complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the meaning
of Rule 144A of the Act.]
[(d) The Purchaser confirms that (a) it has received and reviewed a copy of the
Private Placement Memorandum dated __________ __, 19__, relating to the Class
[A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or other retirement
arrangement subject to Title I of the Employee Retirement Income Security Act of
1974, as amended, ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), or a governmental plan, as defined in Section
3(32) of ERISA subject to any federal, state or local law ("Similar Law") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (collectively, a "Plan"), an agent acting on behalf of a Plan, or a person
utilizing the assets of a Plan or (ii) [for Class [B-4][B-5][B-6] Certificates
only] if the Purchaser is an insurance company, (A) the source of funds used to
purchase the Class [B-4][B-5][B-6] Certificate is an "insurance company general
account" (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B)
there is no Plan with respect to which the amount of such general account's
reserves and liabilities for the contract(s) held by or on behalf of such Plan
and all other Plans maintained by the same employer (or affiliate thereof as
defined in Section V(a)(1) of PTE 95-60) or by the same employee organization
exceeds 10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-4][B-5][B-6]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trust Administrator of the Trust Estate and (b) such other opinions of
counsel, officers' certificates and agreements as the Seller or the Master
Servicer may have required. A Benefit Plan Opinion is an opinion of counsel to
the effect that the proposed transfer will not cause the assets of the Trust
Estate to be regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the Trust
Administrator, the Trustee, the Seller or the Master Servicer to any obligation
in addition to those undertaken in the Pooling and Servicing Agreement
(including any liability for civil penalties or excise taxes imposed pursuant to
ERISA, Section 4975 of the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the jurisdiction of
the Office of the Comptroller of the Currency ("OCC"), the Board of Governors of
the Federal Reserve System ("FRB"), the Federal Deposit Insurance Corporation
("FDIC"), the Office of Thrift Supervision ("OTS") or the National Credit Union
Administration ("NCUA"), the Purchaser has reviewed the "Supervisory Policy
Statement on Securities Activities" dated January 28, 1992 of the Federal
Financial Institutions Examination Council and the April 15, 1994 Interim
Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.
Section 3. TRANSFER OF CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES.
(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 1999-9
CLASS [B-1] [B-2] [B-3] CERTIFICATES
TRANSFEREE'S LETTER
_________________ __, ____
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1999-9, Class
[B-1][B-2][B-3] Certificates (the "Class [B-1][B-2][B-3] Certificates") in the
principal amount of $___________. In doing so, the Purchaser hereby acknowledges
and agrees as follows:
Section 1. DEFINITIONS. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of March 29, 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 1999-9.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In connection with
the proposed transfer, the Purchaser represents and warrants to the Seller, the
Master Servicer and the Trust Administrator that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state
or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) if the Purchaser is an insurance company, (A) the source of
funds used to purchase the Class [B-1] [B-2] [B-3] Certificate is an
"insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60
Fed. Reg. 35925 (July 12, 1995), (B) there is no Plan with respect to
which the amount of such general account's reserves and liabilities for
the contract(s) held by or on behalf of such Plan and all other Plans
maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed
10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the
date of acquisition and (C) the purchase and holding of such Class
[B-1][B-2][B-3] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trust Administrator of the Trust Estate
and (b) such other opinions of counsel, officers' certificates and
agreements as the Seller or the Master Servicer may have required. A
Benefit Plan Opinion is an opinion of counsel to the effect that the
proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the
Trust Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes
imposed pursuant to ERISA, Section 4975 of the Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
Bank United Servicing Agreement
First Union Mortgage Servicing Agreement
Marine Midland Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
National City Mortgage Company Servicing Agreement
FT Mortgage Servicing Agreement
Home Savings of America, FSB Servicing Agreement
NOVUS Financial Servicing Agreement
Hibernia National Bank Servicing Agreement
Farmers State Bank Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
HomeSide Lending Servicing Agreement
Cascade Bank Servicing Agreement
GMAC Mortgage Corporation Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
Star Bank Servicing Agreement
Columbia Equities 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 1999-9, Class
____ (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing Agreement dated as of March 29, 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 1999-9. Amounts held in the Collateral Fund shall continue to be the
property of the Purchaser, subject to the first priority security interest
granted hereunder for the benefit of the Certificateholders, until withdrawn
from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The Collateral
Fund shall be an "outside reserve fund" within the meaning of the REMIC
Provisions, beneficially owned by the Purchaser for federal income tax purposes.
All income, gain, deduction or loss with respect to the Collateral Fund shall be
that of the Purchaser. All distributions from the Trust Fund to the Collateral
Fund shall be treated as distributed to the Purchaser as the beneficial owner
thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage Loans
as to which the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute or cause to be distributed to the Purchaser all amounts remaining in
the Collateral Fund (after adjustment for all deposits and permitted withdrawals
pursuant to this Agreement) together with any investment earnings thereon. In
the event the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose, prior to any distribution to the Purchaser of all amounts
remaining in the Collateral Fund, funds in the Collateral Fund shall be applied
consistent with the terms of this Agreement.
Section 3.02 COLLATERAL FUND PERMITTED INVESTMENTS.
The Company shall, at the written direction of the Purchaser, invest the funds
in the Collateral Fund in Collateral Fund Permitted Investments. Such direction
shall not be changed more frequently than quarterly. In the absence of any
direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest earned
on deposits in the Collateral Fund (net of any losses on such investments) and
any payments of principal made in respect of any Collateral Fund Permitted
Investment shall be deposited in the Collateral Fund upon receipt. All costs and
realized losses associated with the purchase and sale of Collateral Fund
Permitted Investments shall be borne by the Purchaser and the amount of net
realized losses shall be deposited by the Purchaser in the Collateral Fund
promptly upon realization. The Company shall periodically (but not more
frequently than monthly) distribute to the Purchaser upon request an amount of
cash, to the extent cash is available therefore in the Collateral Fund, equal to
the amount by which the balance of the Collateral Fund, after giving effect to
all other distributions to be made from the Collateral Fund on such date,
exceeds the Required Collateral Fund Balance. Any amounts so distributed shall
be released from the lien and security interest of this Agreement.
Section 3.03 GRANT OF SECURITY INTEREST.
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 COLLATERAL SHORTFALLS.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 AMENDMENT.
This Agreement may be amended from time to time by the Company and the Purchaser
by written agreement signed by the Company and the Purchaser.
Section 4.02 COUNTERPARTS.
This Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.03 GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State of
New York and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.
Section 4.04 NOTICES.
All demands, notices and direction hereunder shall be in writing or by telecopy
and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
_________________________________
_________________________________
_________________________________
_________________________________
Attention: ______________________
Section 4.05 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 SUCCESSORS AND ASSIGNS.
The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such
provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07 ARTICLE AND SECTION HEADINGS.
The article and section headings herein are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
Section 4.08 CONFIDENTIALITY.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director, employee,
affiliate or independent contractor acting at such party's direction will
disclose the terms of Section 4.09 of this Agreement to any person or entity
other than such party's legal counsel except pursuant to a final, non-appealable
order of court, the pendency of such order the other party will have received
notice of at least five business days prior to the date thereof, or pursuant to
the other party's prior express written consent.
Section 4.09 INDEMNIFICATION.
The Purchaser agrees to indemnify and hold harmless the Company, the Seller, and
each Servicer and each person who controls the Company, the Seller, or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all as of
the day and year first above written.
Norwest Bank Minnesota, National
Association
By: ___________________________________
Name: _________________________________
Title: ________________________________
By: ___________________________________
Name: _________________________________
Title: ________________________________
<PAGE>
EXHIBIT N
POLICY
