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: April 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
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On April 29, 1999, Norwest Asset Securities Corporation, a Delaware corporation
(the "Registrant"), sold Mortgage Pass-Through Certificates, Series 1999-11,
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-R, Class B-1, Class B-2 and Class B-3 (the "Offered
Certificates"), having an aggregate original principal balance of $491,888,100.
The Offered Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as of April 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
1999-11, Class A-PO Certificates, having an aggregate initial principal balance
of $4,876,053.95 and Class B-4, Class B-5 and Class B-6 Certificates, having an
aggregate initial principal balance of $3,501,780.27 (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 98.33% 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 a REMIC for federal income
tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class
A-18, Class A-19, Class A-20, Class A-21, Class A-PO, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will be treated as
"regular interests" in the REMIC and the Class A-R Certificate will be treated
as the "residual interest" in the REMIC.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
ITEM 601(A)
OF REGULATION S-K
EXHIBIT NO. DESCRIPTION
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(EX-4) Pooling and Servicing Agreement, dated as of April
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
April 29, 1999
/S/ ALAN S. MCKENNEY
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Alan S. McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
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PAPER (P) OR
EXHIBIT NO. DESCRIPTION ELECTRONIC (E)
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(EX-4) Pooling and Servicing Agreement, dated as E
of April 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>
================================================================================
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 April 29, 1999
$500,265,934.22
Mortgage Pass-Through Certificates
Series 1999-11
================================================================================
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.................................................I-1
Section 1.02 Acts of Holders............................................I-48
Section 1.03 Effect of Headings and Table of Contents...................I-49
Section 1.04 Benefits of Agreement......................................I-49
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans...............................II-1
Section 2.02 Acceptance by Trust Administrator..........................II-2
Section 2.03 Representations and Warranties of the Master Servicer
and the Seller...........................................II-3
Section 2.04 Execution and Delivery of Certificates....................II-10
Section 2.05 Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.............II-10
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account.......................................III-1
Section 3.02 Permitted Withdrawals from the Certificate Account........III-2
Section 3.03 Advances by Master Servicer and Trust Administrator.......III-4
Section 3.04 Trust Administrator to Cooperate; Release of Owner
Mortgage-Loan Files.....................................III-5
Section 3.05 Reports to the Trustee and Trust Administrator;
Annual Compliance Statements............................III-6
Section 3.06 Title, Management and Disposition of Any REO
Mortgage-Loan...........................................III-7
Section 3.07 Amendments to Servicing Agreements, Modification
of Standard Provisions..................................III-7
Section 3.08 Oversight of Servicing....................................III-8
Section 3.09 Termination and Substitution of Servicing Agreements.....III-11
Section 3.10 Application of Net Liquidation Proceeds..................III-12
Section 3.11 1934 Act Reports.........................................III-12
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions..............................................IV-1
Section 4.02 Allocation of Realized Losses..............................IV-8
Section 4.03 Paying Agent..............................................IV-10
Section 4.04 Statements to Certificateholders; Report to the Trust
Administrator and the Seller............................IV-11
Section 4.05 Reports to Mortgagors and the Internal Revenue Service....IV-14
Section 4.06 Reserve Amount............................................IV-14
Section 4.07 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer..........IV-15
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates............................................V-1
Section 5.02 Registration of Certificates................................V-3
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates...........V-6
Section 5.04 Persons Deemed Owners.......................................V-6
Section 5.05 Access to List of Certificateholders' Names and Addresses...V-7
Section 5.06 Maintenance of Office or Agency.............................V-7
Section 5.07 Definitive Certificates.....................................V-7
Section 5.08 Notices to Clearing Agency..................................V-8
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer............VI-1
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer............................... VI-1
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others......................................VI-1
Section 6.04 Resignation of the Master Servicer.........................VI-2
Section 6.05 Compensation to the Master Servicer........................VI-2
Section 6.06 Assignment or Delegation of Duties by Master Servicer......VI-2
Section 6.07 Indemnification of Trustee, Trust Administrator and
Seller by Master Servicer................................VI-3
Section 6.08 Master Servicer Covenants Concerning Year 2000 Compliance..VI-3
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.........................................VII-1
Section 7.02 Other Remedies of Trustee.................................VII-2
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.................................VII-3
Section 7.04 Action upon Certain Failures of the Master Servicer
and upon Event of Default...............................VII-3
Section 7.05 Trust Administrator to Act; Appointment of Successor......VII-3
Section 7.06 Notification to Certificateholders........................VII-5
ARTICLE VIII
NCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator............VIII-1
Section 8.02 Certain Matters Affecting the Trustee and the Trust
Administrator..........................................VIII-2
Section 8.03 Neither Trustee nor Trust Administrator Required to
Make Investigation.....................................VIII-2
Section 8.04 Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans.........................VIII-3
Section 8.05 Trustee and Trust Administrator May Own Certificates.....VIII-3
Section 8.06 The Master Servicer to Pay Fees and Expenses.............VIII-3
Section 8.07 Eligibility Requirements.................................VIII-4
Section 8.08 Resignation and Removal..................................VIII-4
Section 8.09 Successor................................................VIII-5
Section 8.10 Merger or Consolidation..................................VIII-6
Section 8.11 Authenticating Agent.....................................VIII-6
Section 8.12 Separate Trustees and Co-Trustees........................VIII-7
Section 8.13 Appointment of Custodians................................VIII-8
Section 8.14 Tax Matters; Compliance with REMIC Provisions............VIII-9
Section 8.15 Monthly Advances........................................VIII-11
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance.......VIII-11
Section 8.17 Trust Administrator Covenants Concerning Year 2000
Compliance............................................VIII-11
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation
of All Mortgage Loans....................................IX-1
Section 9.02 Additional Termination Requirements........................IX-3
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment...................................................X-1
Section 10.02 Recordation of Agreement....................................X-2
Section 10.03 Limitation on Rights of Certificateholders..................X-3
Section 10.04 Governing Law; Jurisdiction.................................X-4
Section 10.05 Notices.....................................................X-4
Section 10.06 Severability of Provisions..................................X-4
Section 10.07 Special Notices to Rating Agencies..........................X-4
Section 10.08 Covenant of Seller..........................................X-5
Section 10.09 Recharacterization..........................................X-5
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate............................XI-1
Section 11.02 Cut-Off Date...............................................XI-1
Section 11.03 Cut-Off Date Aggregate Principal Balance...................XI-1
Section 11.04 Original Class A Percentage................................XI-1
Section 11.05 Original Principal Balances of the Classes of
Class A Certificates.....................................XI-1
Section 11.06 Original Class A Non-PO Principal Balance..................XI-2
Section 11.07 Original Subordinated Percentage...........................XI-2
Section 11.08 Original Class B-1 Percentage..............................XI-2
Section 11.09 Original Class B-2 Percentage..............................XI-2
Section 11.10 Original Class B-3 Percentage..............................XI-2
Section 11.11 Original Class B-4 Percentage..............................XI-2
Section 11.12 Original Class B-5 Percentage..............................XI-2
Section 11.13 Original Class B-6 Percentage..............................XI-2
Section 11.14 Original Class B Principal Balance.........................XI-2
Section 11.15 Original Principal Balances of the Classes of Class B
Certificates...............................................XI-2
Section 11.16 Original Class B-1 Fractional Interest.....................XI-3
Section 11.17 Original Class B-2 Fractional Interest.....................XI-3
Section 11.18 Original Class B-3 Fractional Interest.....................XI-3
Section 11.19 Original Class B-4 Fractional Interest.....................XI-3
Section 11.20 Original Class B-5 Fractional Interest.....................XI-3
Section 11.21 Closing Date...............................................XI-3
Section 11.22 Right to Purchase..........................................XI-3
Section 11.23 Wire Transfer Eligibility..................................XI-3
Section 11.24 Single Certificate.........................................XI-4
Section 11.25 Servicing Fee Rate.........................................XI-4
Section 11.26 Master Servicing Fee Rate..................................XI-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-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1999-11 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest Mortgage in
locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest Mortgage from
Frederick, Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA
Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4][B-5][B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1][B-2][B-3] Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
<PAGE>
This Pooling and Servicing Agreement, dated as of April 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.
W I T N E S S E T H T H A T:
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In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer, the Trustee and the Trust Administrator agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
ACCEPTED MASTER SERVICING PRACTICES: Accepted Master Servicing Practices shall
consist of the customary and usual master servicing practices of prudent master
servicing institutions which service mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located, regardless of the date upon which the related Mortgage Loans were
originated.
ADDITIONAL COLLATERAL: As defined in the MLCC Servicing Agreement.
ADDITIONAL COLLATERAL MORTGAGE LOANS: As defined in the MLCC Servicing
Agreement.
ADJUSTED POOL AMOUNT: With respect to any Distribution Date, the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
ADJUSTED POOL AMOUNT (PO PORTION): With respect to any Distribution Date, the
sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
ADJUSTED PRINCIPAL BALANCE: As to any Distribution Date and any Class of Class B
Certificates, the greater of (A) zero and (B) (i) the Principal Balance of such
Class with respect to such Distribution Date minus (ii) the Adjustment Amount
for such Distribution Date less the Principal Balances for any Classes of Class
B Certificates with higher numerical designations.
ADJUSTMENT AMOUNT: For any Distribution Date, the difference between (A) the sum
of the Class A Principal Balance and Class B Principal Balance as of the related
Determination Date and (B) the sum of (i) the sum of the Class A Principal
Balance and Class B Principal Balance as of the Determination Date succeeding
such Distribution Date, (ii) the principal portion of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a) for such Distribution Date without regard to the
provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
AGGREGATE CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date, the
aggregate amount distributable to the Classes of Class A Certificates pursuant
to Paragraphs first, second, third and fourth of Section 4.01(a) on such
Distribution Date.
AGGREGATE CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date, an
amount equal to the sum of the Class A Unpaid Interest Shortfalls for all the
Classes of Class A Certificates.
AGGREGATE CURRENT BANKRUPTCY LOSSES: With respect to any Distribution Date, the
sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
AGGREGATE CURRENT FRAUD LOSSES: With respect to any Distribution Date, the sum
of all Fraud Losses incurred on any of the Mortgage Loans in the month preceding
the month of such Distribution Date.
AGGREGATE CURRENT SPECIAL HAZARD LOSSES: With respect to any Distribution Date,
the sum of all Special Hazard Losses incurred on any of the Mortgage Loans in
the month preceding the month of such Distribution Date.
AGGREGATE FORECLOSURE PROFITS: As to any Distribution Date, the aggregate amount
of Foreclosure Profits with respect to all of the Mortgage Loans.
AGREEMENT: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
APPLICABLE UNSCHEDULED PRINCIPAL RECEIPT PERIOD: With respect to the Mortgage
Loans serviced by each Servicer and each of Full Unscheduled Principal Receipts
and Partial Unscheduled Principal Receipts, the Unscheduled Principal Receipt
Period specified on Schedule I hereto, as amended from time to time by the
Master Servicer pursuant to Section 10.01(b) hereof.
AUTHENTICATING AGENT: Any authenticating agent appointed by the Trust
Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
AVAILABLE MASTER SERVICER COMPENSATION: As to any Distribution Date, the sum of
(a) the Master Servicing Fee for such Distribution Date, (b) interest earned
through the business day preceding the applicable Distribution Date on any
Prepayments in Full remitted to the Master Servicer and (c) the aggregate amount
of Month End Interest remitted by the Servicers to the Master Servicer pursuant
to the related Servicing Agreements.
BANKRUPTCY CODE: The Bankruptcy Code of 1978, as amended.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Deficient Valuation or
Debt Service Reduction; PROVIDED, HOWEVER, that a Bankruptcy Loss shall not be
deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trust Administrator in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
BANKRUPTCY LOSS AMOUNT: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$115,446.37 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
BANK UNITED MORTGAGE LOAN SALE AGREEMENT: The mortgage loan sale agreement dated
as of September 17, 1998 between Bank United, as seller, and Norwest Funding,
Inc., as purchaser.
BENEFICIAL OWNER: With respect to a Book-Entry Certificate, the Person who is
the beneficial owner of such Book-Entry Certificate, as reflected on the books
of the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance with
the rules of such Clearing Agency), as the case may be.
BOOK-ENTRY CERTIFICATE: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-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 and Class A-21 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-PO Certificates or Class A-R
Certificate.
CLASS A CERTIFICATEHOLDER: The registered holder of a Class A Certificate.
CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date and any Class of Class
A Certificates (other than the Class A-PO Certificates), the amount
distributable to such Class of Class A Certificates pursuant to Paragraphs
first, second and third clause (A) of Section 4.01(a). As to any Distribution
Date and the Class A-PO Certificates, the amount distributable to the Class A-PO
Certificates pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a) on such Distribution Date.
CLASS A FIXED PASS-THROUGH RATE: As to any Distribution Date, the rate per annum
set forth in Section 11.01.
CLASS A INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum of the
Interest Accrual Amounts for the Classes of Class A Certificates with respect to
such Distribution Date.
CLASS A INTEREST PERCENTAGE: As to any Distribution Date and any Class of Class
A Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class A Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
CLASS A INTEREST SHORTFALL AMOUNT: As to any Distribution Date and any Class of
Class A Certificates, any amount by which the Interest Accrual Amount of such
Class with respect to such Distribution Date exceeds the amount distributed in
respect of such Class on such Distribution Date pursuant to Paragraph first of
Section 4.01(a).
CLASS A LOSS DENOMINATOR: As to any Determination Date, an amount equal to the
Class A Non-PO Principal Balance.
CLASS A LOSS PERCENTAGE: As to any Determination Date and any Class of Class A
Certificates (other than the Class A-PO Certificates) then outstanding, the
percentage calculated by dividing the Principal Balance of such Class by the
Class A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Class A Certificates not then outstanding), in each case
determined as of the preceding Determination Date.
CLASS A NON-PO OPTIMAL AMOUNT: As to any Distribution Date, the sum for such
Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the Aggregate
Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal Principal
Amount.
CLASS A NON-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the
month of such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the
Scheduled Principal Balance of such Mortgage Loan which, during the
month preceding the month of such Distribution Date, was repurchased by
the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the
unpaid principal balance of such Mortgage Loan substituted for a
defective Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan.
CLASS A NON-PO PRINCIPAL BALANCE: As of any date, an amount equal to the Class A
Principal Balance less the Principal Balance of the Class A-PO Certificates.
CLASS A NON-PO PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution Date, will
be equal to the amount distributed pursuant to Paragraph third clause (A) of
Section 4.01(a).
CLASS A PASS-THROUGH RATE: As to the Class A-1, Class A-2, Class A-4, Class A-8,
Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-17, Class
A-21 and Class A-R Certificates, the Class A Fixed Pass-Through Rate. As to the
Class A-15, Class A-18 and Class A-20 Certificates, 6.500% per annum. As to the
Class A-3, Class A-5, Class A-6, Class A-16 and Class A-19 Certificates, 7.000%
per annum. As to the Class A-7 Certificates, 7.250% per annum. As to the Class
A-14 Certificates, the Class A-14 Pass-Through Rate. The 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 April 2004, 100%. As to any Distribution Date subsequent to
April 2004 to and including the Distribution Date in April 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 April
2005 to and including the Distribution Date in April 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 April
2006 to and including the Distribution Date in April 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 April
2007 to and including the Distribution Date in April 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 April
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 April 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
May 2004 and April 2005 (2) 35% of the Original Class B Principal Balance if
such Distribution Date occurs between and including May 2005 and April 2006, (3)
40% of the Original Class B Principal Balance if such Distribution Date occurs
between and including May 2006 and April 2007, (4) 45% of the Original Class B
Principal Balance if such Distribution Date occurs between and including May
2007 and April 2008, and (5) 50% of the Original Class B Principal Balance if
such Distribution Date occurs during or after May 2008. With respect to any
Distribution Date on which the Class A Prepayment Percentage is reduced below
the Class A Prepayment Percentage for the prior Distribution Date, the Master
Servicer shall certify to the Trust Administrator, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
CLASS A PRINCIPAL BALANCE: As of any date, an amount equal to the sum of the
Principal Balances for the Class A-1 Certificates, Class A-2 Certificates, Class
A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12
Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15
Certificates, Class A-16 Certificates, Class A-17 Certificates, Class A-18
Certificates, Class A-19 Certificates, Class A-20 Certificates, Class A-21
Certificates, Class A-PO Certificates and Class A-R Certificate.
CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date and any Class of
Class A Certificates, the amount, if any, by which the aggregate of the Class A
Interest Shortfall Amounts for such Class for prior Distribution Dates is in
excess of the amounts distributed in respect of such Class on prior Distribution
Dates pursuant to Paragraph second of Section 4.01(a).
CLASS A-1 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 and Exhibit C hereto.
CLASS A-1 CERTIFICATEHOLDER: The registered holder of a Class A-1 Certificate.
CLASS A-2 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 and Exhibit C hereto.
CLASS A-2 CERTIFICATEHOLDER: The registered holder of a Class A-2 Certificate.
CLASS A-3 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 and Exhibit C hereto.
CLASS A-3 CERTIFICATEHOLDER: The registered holder of a Class A-3 Certificate.
CLASS A-4 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 and Exhibit C hereto.
CLASS A-4 CERTIFICATEHOLDER: The registered holder of a Class A-4 Certificate.
CLASS A-5 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-5 and Exhibit C hereto.
CLASS A-5 CERTIFICATEHOLDER: The registered holder of a Class A-5 Certificate.
CLASS A-6 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-6 and Exhibit C hereto.
CLASS A-6 CERTIFICATEHOLDER: The registered holder of a Class A-6 Certificate.
CLASS A-7 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-7 and Exhibit C hereto.
CLASS A-7 CERTIFICATEHOLDER: The registered holder of a Class A-7 Certificate.
CLASS A-8 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.
CLASS A-8 CERTIFICATEHOLDER: The registered holder of a Class A-8 Certificate.
CLASS A-9 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 and Exhibit C hereto.
CLASS A-9 CERTIFICATEHOLDER: The registered holder of a Class A-9 Certificate.
CLASS A-10 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 and Exhibit C hereto.
CLASS A-10 CERTIFICATEHOLDER: The registered holder of a Class A-10 Certificate.
CLASS A-11 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 and Exhibit C hereto.
CLASS A-11 CERTIFICATEHOLDER: The registered holder of a Class A-11 Certificate.
CLASS A-12 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-12 and Exhibit C hereto.
CLASS A-12 CERTIFICATEHOLDER: The registered holder of a Class A-12 Certificate.
CLASS A-13 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-13 and Exhibit C hereto.
CLASS A-13 CERTIFICATEHOLDER: The registered holder of a Class A-13 Certificate.
CLASS A-14 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-14 and Exhibit C hereto.
CLASS A-14 CERTIFICATEHOLDER: The registered holder of a Class A-14 Certificate.
CLASS A-14 PASS-THROUGH RATE: With respect to the first twelve Distribution
Dates, 8.000% per annum and 6.750% per annum thereafter.
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-PO CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
CLASS A-PO CERTIFICATEHOLDER: The registered holder of a Class A-PO Certificate.
CLASS A-PO DEFERRED AMOUNT: For any Distribution Date prior to the Cross-Over
Date, the difference between (A) the sum of (x) the amount by which the sum of
the Class A-PO Optimal Principal Amounts for all prior Distribution Dates
exceeded the amounts distributed on the Class A-PO Certificates on such prior
Distribution Dates pursuant to Paragraph third clause (B) of Section 4.01(a) and
(y) the sum of the product for each Discount Mortgage Loan which became a
Liquidated Loan at any time on or prior to the last day of the applicable
Unscheduled Principal Receipt Period for the current Distribution Date of (a)
the PO Fraction for such Discount Mortgage Loan and (b) an amount equal to the
principal portion of Realized Losses (other than Bankruptcy Losses due to Debt
Service Reductions) incurred with respect to such Mortgage Loan other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
and (B) amounts distributed on the Class A-PO Certificates on prior Distribution
Dates pursuant to Paragraph fourth of Section 4.01(a). On and after the
Cross-Over Date, the Class A-PO Deferred Amount will be zero. No interest will
accrue on any Class A-PO Deferred Amount.
CLASS A-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum as to each Outstanding Mortgage Loan, of the product of (x) the
PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment
due on the Due Date occurring in the month of such Distribution Date on
such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were
received by a Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Scheduled Principal Balance of each
Mortgage Loan that was repurchased by the Seller during such preceding
month pursuant to Section 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of
such Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over
the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective
Mortgage Loan.
CLASS A-R CERTIFICATE: The Certificate executed by the Trust Administrator and
authenticated by the Trust Administrator or the Authenticating Agent in
substantially the form set forth in Exhibit A-R and Exhibit C hereto.
CLASS A-R CERTIFICATEHOLDER: The registered holder of the Class A-R Certificate.
CLASS B CERTIFICATE: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
CLASS B CERTIFICATEHOLDER: The registered holder of a Class B Certificate.
CLASS B DISTRIBUTION AMOUNT: Any of the Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 or Class B-6 Distribution Amounts.
CLASS B INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum of the
Interest Accrual Amounts for the Classes of Class B Certificates with respect to
such Distribution Date.
CLASS B INTEREST PERCENTAGE: As to any Distribution Date and any Class of Class
B Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class B Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
CLASS B INTEREST SHORTFALL AMOUNT: Any of the Class B-1 Interest Shortfall
Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall
Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount
or Class B-6 Interest Shortfall Amount.
CLASS B LOSS PERCENTAGE: As to any Determination Date and any Class of Class B
Certificates then outstanding, the percentage calculated by dividing the
Principal Balance of such Class B by the Class B Principal Balance (determined
without regard to any Principal Balance of any Class of Class B Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
CLASS B PASS-THROUGH RATE: As to any Distribution Date, 6.750% per annum.
CLASS B PERCENTAGE: Any one of the Class B-1 Percentage, Class B-2 Percentage,
Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or Class B-6
Percentage.
CLASS B PREPAYMENT PERCENTAGE: Any of the Class B-1 Prepayment Percentage, Class
B-2 Prepayment Percentage, Class B-3 Prepayment Percentage, Class B-4 Prepayment
Percentage, Class B-5 Prepayment Percentage or Class B-6 Prepayment Percentage.
CLASS B PRINCIPAL BALANCE: As of any date, an amount equal to the sum of the
Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal
Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and Class B-6
Principal Balance.
CLASS B UNPAID INTEREST SHORTFALL: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
CLASS B-1 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
CLASS B-1 CERTIFICATEHOLDER: The registered holder of a Class B-1 Certificate.
CLASS B-1 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
CLASS B-1 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-1 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-1 Certificates on such Distribution Date pursuant to Paragraph fifth of
Section 4.01(a).
CLASS B-1 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the
month of such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the
Scheduled Principal Balance of such Mortgage Loan which, during the
month preceding the month of such Distribution Date, was repurchased by
the Seller pursuant to Section 2.02 or 2.03; and;
(iv) the Class B-1 Percentage of the excess of the
unpaid principal balance of such Mortgage Loan substituted for a
defective Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
CLASS B-1 PERCENTAGE: As to any Distribution Date, the percentage calculated by
multiplying the Subordinated Percentage by either (i) if any Class B
Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
CLASS B-1 PREPAYMENT PERCENTAGE: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Prepayment Percentage by either (i)
if any Class B Certificates (other than the Class B-1 Certificates) are eligible
to receive principal distributions for such Distribution Date in accordance with
Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d) or
(ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
CLASS B-1 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-1 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-1 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-1 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
CLASS B-1 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-1 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-1 Certificates on prior Distribution Dates pursuant to Paragraph
sixth of Section 4.01(a).
CLASS B-2 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
CLASS B-2 CERTIFICATEHOLDER: The registered holder of a Class B-2 Certificate.
CLASS B-2 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
CLASS B-2 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-2 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-2 Certificates on such Distribution Date pursuant to Paragraph eighth of
Section 4.01(a).
CLASS B-2 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the
month of such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the
Scheduled Principal Balance of such Mortgage Loan which, during the
month preceding the month of such Distribution Date, was repurchased by
the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the
unpaid principal balance of such Mortgage Loan substituted for a
defective Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
CLASS B-2 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Percentage for such
Distribution Date will be zero.
CLASS B-2 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-2 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-2 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-2 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and (B) as
a result of a Principal Adjustment and (b) the Realized Losses allocated through
such Determination Date to the Class B-2 Certificates pursuant to Section
4.02(b) and (ii) the Adjusted Pool Amount as of the preceding Distribution Date
less the sum of the Class A Principal Balance and the Class B-1 Principal
Balance as of such Determination Date.
CLASS B-2 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-2 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-2 Certificates on prior Distribution Dates pursuant to Paragraph
ninth of Section 4.01(a).
CLASS B-3 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
CLASS B-3 CERTIFICATEHOLDER: The registered holder of a Class B-3 Certificate.
CLASS B-3 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
CLASS B-3 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-3 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-3 Certificates on such Distribution Date pursuant to Paragraph eleventh of
Section 4.01(a).
CLASS B-3 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the
month of such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the
Scheduled Principal Balance of such Mortgage Loan which, during the
month preceding the month of such Distribution Date, was repurchased by
the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the
unpaid principal balance of such Mortgage Loan substituted for a
defective Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
CLASS B-3 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Percentage for such
Distribution Date will be zero.
CLASS B-3 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-3 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-3 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-3 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-3 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.
CLASS B-3 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-3 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-3 Certificates on prior Distribution Dates pursuant to Paragraph
twelfth of Section 4.01(a).
CLASS B-4 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
CLASS B-4 CERTIFICATEHOLDER: The registered holder of a Class B-4 Certificate.
CLASS B-4 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
CLASS B-4 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-4 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-4 Certificates on such Distribution Date pursuant to Paragraph fourteenth of
Section 4.01(a).
CLASS B-4 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the
month of such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the
Scheduled Principal Balance of such Mortgage Loan which, during the
month preceding the month of such Distribution Date, was repurchased by
the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the
unpaid principal balance of such Mortgage Loan substituted for a
defective Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
CLASS B-4 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Percentage for such
Distribution Date will be zero.
CLASS B-4 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-4 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-4 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-4 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-4 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
CLASS B-4 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-4 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-4 Certificates on prior Distribution Dates pursuant to Paragraph
fifteenth of Section 4.01(a).
CLASS B-5 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
CLASS B-5 CERTIFICATEHOLDER: The registered holder of a Class B-5 Certificate.
CLASS B-5 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
CLASS B-5 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-5 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-5 Certificates on such Distribution Date pursuant to Paragraph seventeenth of
Section 4.01(a).
CLASS B-5 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the
month of such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the
Scheduled Principal Balance of such Mortgage Loan which, during the
month preceding the month of such Distribution Date, was repurchased by
the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the
unpaid principal balance of such Mortgage Loan substituted for a
defective Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
CLASS B-5 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Percentage for such
Distribution Date will be zero.
CLASS B-5 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-5 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-5 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-5 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-5 Certificates on prior
Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-5 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
CLASS B-5 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-5 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-5 Certificates on prior Distribution Dates pursuant to Paragraph
eighteenth of Section 4.01(a).
CLASS B-6 CERTIFICATE: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
CLASS B-6 CERTIFICATEHOLDER: The registered holder of a Class B-6 Certificate.
CLASS B-6 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
CLASS B-6 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-6 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-6 Certificates on such Distribution Date pursuant to Paragraph twentieth of
Section 4.01(a).
CLASS B-6 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the
month of such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the
Scheduled Principal Balance of such Mortgage Loan which, during the
month preceding the month of such Distribution Date, was repurchased by
the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the
unpaid principal balance of such Mortgage Loan substituted for a
defective Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
CLASS B-6 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with the provisions of Section 4.01(d)(i), the Class B-6 Percentage
for such Distribution Date will be zero.
CLASS B-6 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
CLASS B-6 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-6 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-6 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-6 Certificates on prior
Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a) and
(b) the Realized Losses allocated through such Determination Date to the Class
B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount
as of the preceding Distribution Date less the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
CLASS B-6 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-6 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-6 Certificates on prior Distribution Dates pursuant to Paragraph
twenty-first of Section 4.01(a).
CLEARING AGENCY: An organization registered as a "clearing agency" pursuant to
Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
CLEARING AGENCY PARTICIPANT: A broker, dealer, bank, financial institution or
other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
CLOSING DATE: The date of initial issuance of the Certificates, as set forth in
Section 11.21.
CODE: The Internal Revenue Code of 1986, as it may be amended from time to time,
any successor statutes thereto, and applicable U.S. Department of the Treasury
temporary or final regulations promulgated thereunder.
COMPENSATING INTEREST: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
CO-OP SHARES: Shares issued by private non-profit housing corporations.
CORPORATE TRUST OFFICE: The principal office of the Trust Administrator or the
Trustee, as the case may be, at which at any particular time its corporate trust
business shall be administered, which office, with respect to the Trust
Administrator, at the date of the execution of this instrument is located at 230
South Tryon Street, Charlotte, North Carolina 28288 and with respect to the
Trustee, at the date of execution of this instrument is located at 114 West 47th
Street, New York, New York 10036.
CROSS-OVER DATE: The Distribution Date preceding the first Distribution Date on
which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
CROSS-OVER DATE INTEREST SHORTFALL: With respect to any Distribution Date that
occurs on or after the Cross-Over Date with respect to any Unscheduled Principal
Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled
Principal Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer on or after
the Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of such
Distribution Date, the amount of interest that would have accrued at
the Net Mortgage Interest Rate on the amount of such Unscheduled
Principal Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the month preceding
the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled
Principal Receipt Period is the Prior Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer during the
month preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate on
the amount of such Unscheduled Principal Receipt from the day of its
receipt or, if earlier, its application by the Servicer through the
last day of the month in which such Unscheduled Principal Receipt is
received.
CURRENT CLASS A INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date, the
amount distributed in respect of the Classes of Class A Certificates pursuant to
Paragraph first of Section 4.01(a) on such Distribution Date.
CURRENT CLASS B INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date, the
amount distributed in respect of the Classes of Class B Certificates pursuant to
Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of
Section 4.01(a) on such Distribution Date.
CURRENT CLASS B-1 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Certificates by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-1 Fractional Interest.
CURRENT CLASS B-2 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-2
Fractional Interest.
CURRENT CLASS B-3 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-4, Class B-5 and Class B-6 Certificates by the
sum of the Class A Non-PO Principal Balance and the Class B Principal Balance.
As to the first Distribution Date, the Original Class B-3 Fractional Interest.
CURRENT CLASS B-4 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-5 and Class B-6 Certificates by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance. As to the
first Distribution Date, the Original Class B-4 Fractional Interest.
CURRENT CLASS B-5 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the Principal
Balance of the Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-5 Fractional Interest.
CURTAILMENT: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
CUSTODIAL AGREEMENT: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trust Administrator, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
CUSTODIAL P&I ACCOUNT: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
CUSTODIAN: Initially, the Trust Administrator, and thereafter the Custodian, if
any, hereafter appointed by the Trust Administrator pursuant to Section 8.13, or
its successor in interest under the Custodial Agreement. The Custodian may (but
need not) be the Trustee, the Trust Administrator or any Person directly or
indirectly controlling or controlled by or under common control of either of
them. Neither a Servicer, nor the Seller nor the Master Servicer nor any Person
directly or indirectly controlling or controlled by or under common control with
any such Person may be appointed Custodian.
CUT-OFF DATE: The first day of the month of initial issuance of the Certificates
as set forth in Section 11.02.
CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
CUT-OFF DATE PRINCIPAL BALANCE: As to each Mortgage Loan, its unpaid principal
balance as of the close of business on the Cut-Off Date (but without giving
effect to any Unscheduled Principal Receipts received or applied on the Cut-Off
Date), reduced by all payments of principal due on or before the Cut-Off Date
and not paid, and increased by scheduled monthly payments of principal due after
the Cut-Off Date but received by the related Servicer on or before the Cut-Off
Date.
DCR: Duff & Phelps Credit Rating Co., or its successor in interest.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then-outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that results in a permanent forgiveness of principal,
which valuation or reduction results from a proceeding under the Bankruptcy
Code.
DEFINITIVE CERTIFICATES: As defined in Section 5.01(b).
DENOMINATION: The amount, if any, specified on the face of each Certificate
representing the principal portion of the Cut-Off Date Aggregate Principal
Balance evidenced by such Certificate.
DETERMINATION DATE: The 17th day of the month in which the related Distribution
Date occurs, or if such 17th day is not a Business Day, the Business Day
preceding such 17th day.
DISCOUNT MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest Rate of
less than 6.750%.
DISTRIBUTION DATE: The 25th day of any month, beginning in the month following
the month of initial issuance of the Certificates, or if such 25th day is not a
Business Day, the Business Day following such 25th day.
DUE DATE: With respect to any Mortgage Loan, the day of the month in which the
Monthly Payment on such Mortgage Loan is scheduled to be paid.
ELIGIBLE ACCOUNT: One or more accounts (i) that are maintained with a depository
institution (which may be the Master Servicer) whose long-term debt obligations
(or, in the case of a depository institution which is part of a holding company
structure, the long-term debt obligations of such parent holding company) at the
time of deposit therein are rated at least "AA" (or the equivalent) by each of
the Rating Agencies, (ii) the deposits in which are fully insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance
Fund, (iii) the deposits in which are insured by the FDIC through either the
Bank Insurance Fund or the Savings Association Insurance Fund (to the limit
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured, as evidenced by an Opinion of Counsel delivered to the Trust
Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as a REMIC or
result in the imposition of any federal tax on the REMIC.
ELIGIBLE INVESTMENTS: At any time, any one or more of the following obligations
and securities which shall mature not later than the Business Day preceding the
Distribution Date next succeeding the date of such investment, provided that
such investments continue to qualify as "cash flow investments" as defined in
Code Section 860G(a)(6):
(i) obligations of the United States of America or
any agency thereof, provided such obligations are backed by the full
faith and credit of the United States of America;
(ii) general obligations of or obligations guaranteed
by any state of the United States of America or the District of
Columbia receiving the highest short-term or highest long-term rating
of each Rating Agency, or such lower rating as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is
then rated in the highest long-term commercial or finance company paper
rating category of each Rating Agency or the highest short-term rating
category of each Rating Agency, or such lower rating category as would
not result in the downgrading or withdrawal of the rating then assigned
to any of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time
deposits, federal funds or banker's acceptances issued by any
depository institution or trust company incorporated under the laws of
the United States or of any state thereof and subject to supervision
and examination by federal and/or state banking authorities, provided
that the commercial paper and/or debt obligations of such depository
institution or trust company (or in the case of the principal
depository institution in a holding company system, the commercial
paper or debt obligations of such holding company) are then rated in
the highest short-term or the highest long-term rating category for
such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency
or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating
Agency;
(v) guaranteed reinvestment agreements issued by any
bank, insurance company or other corporation acceptable to each Rating
Agency at the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with
respect to any security described in clauses (i) or (ii) above or any
other security issued or guaranteed by an agency or instrumentality of
the United States of America, in either case entered into with a
depository institution or trust company (acting as principal) described
in (iv) above;
(vii) securities (other than stripped bonds or
stripped coupon securities) bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the United
States of America or any state thereof which, at the time of such
investment or contractual commitment providing for such investment, are
then rated in the highest short-term or the highest long-term rating
category by each Rating Agency, or in such lower rating category as
would not result in the downgrading or withdrawal of the rating then
assigned to any of the Certificates by either Rating Agency or result
in any of such rated Certificates being placed on credit review status
(other than for possible upgrading) by either Rating Agency; and
(viii) such other investments acceptable to each
Rating Agency as would not result in the downgrading of the rating then
assigned to the Certificates by either Rating Agency or result in any
of such rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such instrument
evidences either (i) a right to receive only interest payments with respect to
the obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the interest
and principal payments with respect to such instrument provide a yield to
maturity at the date of investment of greater than 120% of the yield to maturity
at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA PROHIBITED HOLDER: As defined in Section 5.02(d).
ERRORS AND OMISSIONS POLICY: As defined in each of the Servicing Agreements.
EVENT OF DEFAULT: Any of the events specified in Section 7.01.
EXCESS BANKRUPTCY LOSS: With respect to any Distribution Date and any Mortgage
Loan as to which a Bankruptcy Loss is realized in the month preceding the month
of such Distribution Date, (i) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date exceed the then-applicable Bankruptcy Loss
Amount, then the portion of such Bankruptcy Loss represented by the ratio of (a)
the excess of the Aggregate Current Bankruptcy Losses over the then-applicable
Bankruptcy Loss Amount, divided by (b) the Aggregate Current Bankruptcy Losses
or (ii) if the Aggregate Current Bankruptcy Losses with respect to such
Distribution Date are less than or equal to the then-applicable Bankruptcy Loss
Amount, then zero. In addition, any Bankruptcy Loss occurring with respect to a
Mortgage Loan on or after the Cross-Over Date will be an Excess Bankruptcy Loss.
EXCESS FRAUD LOSS: With respect to any Distribution Date and any Mortgage Loan
as to which a Fraud Loss is realized in the month preceding the month of such
Distribution Date, (i) if the Aggregate Current Fraud Losses with respect to
such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
EXCESS SPECIAL HAZARD LOSS: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
EXHIBIT F-1 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit F-1
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced in
locations other than Frederick, Maryland under the Norwest Servicing Agreement.
EXHIBIT F-2 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit F-2
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced in
Frederick, Maryland under the Norwest Servicing Agreement.
EXHIBIT F-3 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit F-3
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced under an
Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
FIDELITY BOND: As defined in each of the Servicing Agreements.
FINAL DISTRIBUTION DATE: The Distribution Date on which the final distribution
in respect of the Certificates is made pursuant to Section 9.01.
FINAL SCHEDULED MATURITY DATE: The Final Scheduled Maturity Date for the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14,
Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20, Class
A-21, Class A-PO, Class A-R, Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates is May 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.
FIXED RETAINED YIELD: The fixed percentage of interest on each Mortgage Loan
with a Mortgage Interest Rate greater than the sum of (a) 6.750%, (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) 6.750%, (ii) the Servicing Fee Rate and (iii)
the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
FORECLOSURE PROFITS: As to any Distribution Date, the excess, if any, of (i) Net
Liquidation Proceeds in respect of each Mortgage Loan that became a Liquidated
Loan during the Applicable Unscheduled Principal Receipt Period with respect to
Full Unscheduled Principal Receipts for such Distribution Date over (ii) the sum
of the unpaid principal balance of each such Liquidated Loan plus accrued and
unpaid interest at the applicable Mortgage Interest Rate on the unpaid principal
balance thereof from the Due Date to which interest was last paid by the
Mortgagor (or, in the case of a Liquidated Loan that had been an REO Mortgage
Loan, from the Due Date to which interest was last deemed to have been paid) to
the first day of the month in which such Distribution Date occurs.
FRAUD LOSS: A Liquidated Loan Loss as to which there was fraud in the
origination of such Mortgage Loan.
FRAUD LOSS AMOUNT: As of any Distribution Date after the Cut-Off Date an amount
equal to: (X) prior to the first anniversary of the Cut-Off Date an amount equal
to $10,005,318.68 minus the aggregate amount of Fraud Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date, and (Y) from the first through fifth anniversary of the Cut-Off Date, an
amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-Off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the most
recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
FULL UNSCHEDULED PRINCIPAL RECEIPT: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
HOLDER: See "Certificateholder."
INDEPENDENT: When used with respect to any specified Person, such Person who (i)
is in fact independent of the Seller, the Master Servicer and any Servicer, (ii)
does not have any direct financial interest or any material indirect financial
interest in the Seller or the Master Servicer or any Servicer or in an affiliate
of either, and (iii) is not connected with the Seller, the Master Servicer or
any Servicer as an officer, employee, promoter, underwriter, trustee, trust
administrator, partner, director or person performing similar functions.
INSURANCE POLICY: Any insurance or performance bond relating to a Mortgage Loan
or the Mortgage Loans, including any hazard insurance, special hazard insurance,
flood insurance, primary mortgage insurance, mortgagor bankruptcy bond or title
insurance.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
INSURED EXPENSES: Expenses covered by any Insurance Policy covering a Mortgage
Loan.
INTEREST ACCRUAL AMOUNT: As to any Distribution Date and any Class of Class A
Certificates (other than the Class A-PO Certificates), (a) the product of (i)
1/12th of the Class A Pass-Through Rate for such Class and (ii) the Principal
Balance of such Class as of the Determination Date preceding such Distribution
Date minus (b) the Class A Interest Percentage of such Class of (i) any
Non-Supported Interest Shortfall allocated to the Class A Certificates with
respect to such Distribution Date, (ii) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (iii) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates, an amount
equal to (i) the product of 1/12th of the Class B Pass-Through Rate and the
Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class B Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class B Certificates
with respect to such Distribution Date and (y) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
LIQUIDATED LOAN: A Mortgage Loan with respect to which the related Mortgaged
Property has been acquired, liquidated or foreclosed and with respect to which
the applicable Servicer determines that all Liquidation Proceeds which it
expects to recover have been recovered.
LIQUIDATED LOAN LOSS: With respect to any Distribution Date, the aggregate of
the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
LIQUIDATION EXPENSES: Expenses incurred by a Servicer in connection with the
liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trust Administrator pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
LIQUIDATION PROCEEDS: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
LOAN-TO-VALUE RATIO: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
MASTER SERVICER: Norwest Bank Minnesota, National Association, or its successor
in interest.
MASTER SERVICING FEE : With respect to any Mortgage Loan and any Distribution
Date, the fee payable monthly to the Master Servicer pursuant to Section 6.05
equal to a fixed percentage (expressed as a per annum rate) of the unpaid
principal balance of such Mortgage Loan.
MASTER SERVICING FEE RATE: As set forth in Section 11.26.
MID-MONTH RECEIPT PERIOD: With respect to each Distribution Date, the one month
period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC MORTGAGE LOAN PURCHASE AGREEMENT: The master mortgage loan purchase
agreement dated as of April 1, 1998 between Merrill Lynch Credit Corporation, as
seller, and Norwest Funding, Inc., as purchaser.
MLCC SERVICING AGREEMENT: The Servicing Agreement executed by Merrill Lynch
Credit Corporation, as Servicer.
MONTH END INTEREST: As defined in each Servicing Agreement or with respect to
the MLCC Servicing Agreement, the amount defined as "Compensating Interest."
MONTHLY PAYMENT: As to any Mortgage Loan (including any REO Mortgage Loan) and
any Due Date, the payment of principal and interest due thereon in accordance
with the amortization schedule at the time applicable thereto (after adjustment
for any Curtailments and Deficient Valuations occurring prior to such Due Date
but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
MORTGAGE: The mortgage, deed of trust or other instrument creating a first lien
on Mortgaged Property securing a Mortgage Note together with any Mortgage Loan
Rider, if applicable.
MORTGAGE 100SM PLEDGE AGREEMENT: As defined in the MLCC Servicing Agreement.
MORTGAGE INTEREST RATE: As to any Mortgage Loan, the per annum rate at which
interest accrues on the unpaid principal balance thereof as set forth in the
related Mortgage Note, which rate is as indicated on the Mortgage Loan Schedule.
MORTGAGE LOAN PURCHASE AGREEMENT: The mortgage loan purchase agreement dated as
of April 29, 1999 between Norwest Mortgage, as seller, and the Seller, as
purchaser.
MORTGAGE LOAN RIDER: The standard FNMA/FHLMC riders to the Mortgage Note and/or
Mortgage riders required when the Mortgaged Property is a condominium unit or a
unit in a planned unit development.
MORTGAGE LOAN SCHEDULE: The list of the Mortgage Loans transferred to the Trust
Administrator on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1, F-2 and F-3, which list may be amended following the
Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Section
2.02 or 2.03 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged
Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by
primary mortgage insurance;
(xiii) the Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Exhibit F-3 Mortgage Loan, the
name of the Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
MORTGAGE LOANS: Each of the mortgage loans transferred and assigned to the Trust
Administrator on the Closing Date pursuant to Section 2.01 and any mortgage
loans substituted therefor pursuant to Section 2.02 or 2.03, in each case as
from time to time are included in the Trust Estate as identified in the Mortgage
Loan Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
MORTGAGED PROPERTY: The property subject to a Mortgage, which may include Co-op
Shares or residential long-term leases.
MORTGAGOR: The obligor on a Mortgage Note.
NET FORECLOSURE PROFITS: As to any Distribution Date, the amount, if any, by
which (i) Aggregate Foreclosure Profits with respect to such Distribution Date
exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
NET LIQUIDATION PROCEEDS: As to any defaulted Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
NET MORTGAGE INTEREST RATE: With respect to each Mortgage Loan, a rate equal to
(i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum of (a)
the Servicing Fee Rate, as set forth in Section 11.25 with respect to such
Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section 11.26
with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate, if
any, with respect to such Mortgage Loan. Any regular monthly computation of
interest at such rate shall be based upon annual interest at such rate on the
applicable amount divided by twelve.
NET REO PROCEEDS: As to any REO Mortgage Loan, REO Proceeds net of any related
expenses of the Servicer.
NON-PERMITTED FOREIGN HOLDER: As defined in Section 5.02(d).
NON-PO FRACTION: With respect to any Mortgage Loan, the lesser of (i) 1.00 and
(ii) the quotient obtained by dividing the Net Mortgage Interest Rate for such
Mortgage Loan by 6.750%.
NONRECOVERABLE ADVANCE: Any portion of a Periodic Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed to the Servicer, the Master Servicer or the Trust Administrator, as
the case may be, and which the Servicer, the Master Servicer or the Trust
Administrator determines will not, or in the case of a proposed Periodic Advance
would not, be ultimately recoverable from Liquidation Proceeds or other
recoveries in respect of the related Mortgage Loan. The determination by the
Servicer, the Master Servicer or the Trust Administrator (i) that it has made a
Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if made,
would constitute a Nonrecoverable Advance, shall be evidenced by an Officer's
Certificate of the Servicer delivered to the Master Servicer for redelivery to
the Trust Administrator or, in the case of a Master Servicer or a Trust
Administrator determination, an Officer's Certificate of the Master Servicer or
the Trust Administrator delivered to the Trustee, in each case detailing the
reasons for such determination.
NON-SUPPORTED INTEREST SHORTFALL: With respect to any Distribution Date, the
excess, if any, of the aggregate Prepayment Interest Shortfall on the Mortgage
Loans over the aggregate Compensating Interest with respect to such Distribution
Date. With respect to each Distribution Date occurring on or after the
Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to the
preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance and the Class B Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal Balance
and the Class B Principal Balance.
NON-U.S. PERSON: As defined in Section 4.01(f).
NORWEST MORTGAGE: Norwest Mortgage, Inc., or its successor in interest.
NORWEST MORTGAGE CORRESPONDENTS: The entities listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
NORWEST SERVICING AGREEMENT: The Servicing Agreement providing for the servicing
of the Exhibit F-1 Mortgage Loans and Exhibit F-2 Mortgage Loans initially by
Norwest Mortgage.
OFFICERS' CERTIFICATE: With respect to any Person, a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the Treasurer,
the Secretary or one of the Assistant Treasurers or Assistant Secretaries of
such Person (or, in the case of a Person which is not a corporation, signed by
the person or persons having like responsibilities), and delivered to the
Trustee or the Trust Administrator, as the case may be.
OPINION OF COUNSEL: A written opinion of counsel, who may be outside or salaried
counsel for the Seller, a Servicer or the Master Servicer, or any affiliate of
the Seller, a Servicer or the Master Servicer, acceptable to the Trustee if such
opinion is to be delivered to the Trustee, or acceptable to the Trust
Administrator if such opinion is to be delivered to the Trust Administrator;
PROVIDED, HOWEVER, that with respect to REMIC matters, matters relating to the
determination of Eligible Accounts or matters relating to transfers of
Certificates, such counsel shall be Independent.
OPTIMAL ADJUSTMENT EVENT: With respect to any Class of Class B Certificates and
any Distribution Date, an Optimal Adjustment Event will occur with respect to
such Class if: (i) the Principal Balance of such Class on the Determination Date
succeeding such Distribution Date would have been reduced to zero (regardless of
whether such Principal Balance was reduced to zero as a result of principal
distribution or the allocation of Realized Losses) and (ii) (a) the Principal
Balance of any Class of Class A Certificates would be subject to further
reduction as a result of the third or fifth sentences of the definition of
Principal Balance or (b) the Principal Balance of a Class of Class B
Certificates with a lower numerical designation would be reduced with respect to
such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
ORIGINAL CLASS A PERCENTAGE: The Class A Percentage as of the Cut-Off Date, as
set forth in Section 11.04.
ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE: The sum of the Original Principal
Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15 Class A-16, Class A-17, Class A-18, Class A-19,
Class A-20, Class A-21 and Class A-R Certificates, as set forth in Section
11.06.
ORIGINAL CLASS B PRINCIPAL BALANCE: The sum of the Original Class B-1 Principal
Balance, Original Class B-2 Principal Balance, Original Class B-3 Principal
Balance, Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and Original Class B-6 Principal Balance, as set forth in Section 11.14.
ORIGINAL CLASS B-1 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance, Original Class B-5 Principal Balance and the Original Class
B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
ORIGINAL CLASS B-2 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-2 Fractional Interest is specified in Section 11.17.
ORIGINAL CLASS B-3 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance, the Original Class B-5 Principal Balance and the Original Class B-6
Principal Balance by the sum of the Original Class A Non-PO Principal Balance
and the Original Class B Principal Balance. The Original Class B-3 Fractional
Interest is specified in Section 11.18.
ORIGINAL CLASS B-4 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-4 Fractional Interest is specified in Section 11.19.
ORIGINAL CLASS B-5 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the Original Class B-6 Principal Balance by the
sum of the Original Class A Non-PO Principal Balance and the Original Class B
Principal Balance. The Original Class B-5 Fractional Interest is specified in
Section 11.20.
ORIGINAL CLASS B-1 PERCENTAGE: The Class B-1 Percentage as of the Cut-Off Date,
as set forth in Section 11.08.
ORIGINAL CLASS B-2 PERCENTAGE: The Class B-2 Percentage as of the Cut-Off Date,
as set forth in Section 11.09.
ORIGINAL CLASS B-3 PERCENTAGE: The Class B-3 Percentage as of the Cut-Off Date,
as set forth in Section 11.10.
ORIGINAL CLASS B-4 PERCENTAGE: The Class B-4 Percentage as of the Cut-Off Date,
as set forth in Section 11.11.
ORIGINAL CLASS B-5 PERCENTAGE: The Class B-5 Percentage as of the Cut-Off Date,
as set forth in Section 11.12.
ORIGINAL CLASS B-6 PERCENTAGE: The Class B-6 Percentage as of the Cut-Off Date,
as set forth in Section 11.13.
ORIGINAL CLASS B-1 PRINCIPAL BALANCE: The Class B-1 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-2 PRINCIPAL BALANCE: The Class B-2 Principal Balance as of the
Cut-Off Date, as set forth in
Section 11.15.
ORIGINAL CLASS B-3 PRINCIPAL BALANCE: The Class B-3 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-4 PRINCIPAL BALANCE: The Class B-4 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-5 PRINCIPAL BALANCE: The Class B-5 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-6 PRINCIPAL BALANCE: The Class B-6 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL PRINCIPAL BALANCE: Any of the Original Principal Balances of the
Classes of Class A Certificates as set forth in Section 11.05; the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance or Original Class B-6 Principal Balance as set forth
in Section 11.15.
ORIGINAL SUBORDINATED PERCENTAGE: The Subordinated Percentage as of the Cut-Off
Date, as set forth in Section 11.07.
OTHER SERVICER: Any of the Servicers other than Norwest Mortgage.
OTHER SERVICING AGREEMENTS: The Servicing Agreements other than the Norwest
Servicing Agreement.
OUTSTANDING MORTGAGE LOAN: As to any Due Date, a Mortgage Loan (including an REO
Mortgage Loan) which was not the subject of a Full Unscheduled Principal Receipt
prior to such Due Date and which was not repurchased by the Seller prior to such
Due Date pursuant to Section 2.02 or 2.03.
OWNER MORTGAGE LOAN FILE: A file maintained by the Trust Administrator (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements or, in the case of each Mortgage Loan serviced by
Bank United or Merrill Lynch Credit Corporation, the documents specified in the
Bank United Mortgage Loan Sale Agreement and the MLCC Mortgage Loan Purchase
Agreement under their respective "Owner Mortgage Loan File" definition or
similar definition and/or other provisions requiring delivery of specified
documents to the owner of the Mortgage Loan in connection with the purchase
thereof, and any additional documents required to be added to the Owner Mortgage
Loan File pursuant to this Agreement.
PARENT POWER(R) GUARANTY AGREEMENT FOR REAL ESTATE: As defined in the MLCC
Servicing Agreement.
PARENT POWER(R) GUARANTY AND SECURITY AGREEMENT FOR SECURITY ACCOUNT: As defined
in the MLCC Servicing Agreement.
PARTIAL LIQUIDATION PROCEEDS: Liquidation Proceeds received by a Servicer prior
to the month in which the related Mortgage Loan became a Liquidated Loan.
PARTIAL UNSCHEDULED PRINCIPAL RECEIPT: An Unscheduled Principal Receipt which is
not a Full Unscheduled Principal Receipt.
PAYING AGENT: The Person authorized on behalf of the Trustee, as agent for the
Master Servicer, to make distributions to Certificateholders with respect to the
Certificates and to forward to Certificateholders the periodic and annual
statements required by Section 4.04. The Paying Agent may be any Person directly
or indirectly controlling or controlled by or under common control with the
Master Servicer and may be the Trustee or the Trust Administrator. The initial
Paying Agent is appointed in Section 4.03(a).
PAYMENT ACCOUNT: The account maintained pursuant to Section 4.03(b).
PERCENTAGE INTEREST: With respect to a Class A Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class A Certificates. With respect to a Class B Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
PERIODIC ADVANCE: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
PERSON: Any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
PLAN: As defined in Section 5.02(c).
PO FRACTION: With respect to any Discount Mortgage Loan, the difference between
1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any other
Mortgage Loan, zero.
POOL BALANCE (NON-PO PORTION): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
POOL BALANCE (PO PORTION): As of any Distribution Date, the sum of the amounts
for each Mortgage Loan that is an Outstanding Mortgage Loan of the product of
(i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled Principal
Balance of such Mortgage Loan.
POOL DISTRIBUTION AMOUNT: As of any Distribution Date, the funds eligible for
distribution to the Holders of the Certificates on such Distribution Date, which
shall be the sum of (i) all previously undistributed payments or other receipts
on account of principal and interest on or in respect of the Mortgage Loans
(including, without limitation, the proceeds of any repurchase of a Mortgage
Loan by the Seller and any Substitution Principal Amount) received by the Master
Servicer with respect to the applicable Remittance Date in the month of such
Distribution Date and any Unscheduled Principal Receipts received by the Master
Servicer on or prior to the Business Day preceding such Distribution Date, (ii)
all Periodic Advances made by a Servicer pursuant to the related Servicing
Agreement or Periodic Advances made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03 and (iii) all other amounts required to
be placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trust Administrator on or prior
to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or
interest and respecting which the Master Servicer or the Trust
Administrator has made one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to
reimburse any unreimbursed Periodic Advances by the Master Servicer or
the Trust Administrator;
(c) those portions of each payment of interest on a
particular Mortgage Loan which represent (i) the Fixed Retained Yield,
if any, (ii) the Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of
principal and interest due after the Due Date occurring in the month in
which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by
the Servicers after the Applicable Unscheduled Principal Receipt Period
relating to the Distribution Date for the applicable type of
Unscheduled Principal Receipt, and all related payments of interest on
such amounts;
(f) all repurchase proceeds with respect to Mortgage
Loans repurchased by the Seller pursuant to Section 2.02 or 2.03 on or
following the Due Date in the month in which such Distribution Date
occurs and the difference between the unpaid principal balance of such
Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs and
the unpaid principal balance of such defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO
Proceeds which represents any unpaid Servicing Fee or Master Servicing
Fee;
(h) all income from Eligible Investments that is held
in the Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from
the Certificate Account in respect of the Mortgage Loans, to the extent
not covered by clauses (a) through (h) above, or not required to be
deposited in the Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of
principal which had previously been allocated as a loss to one or more
Classes of the Class A or Class B Certificates pursuant to Section 4.02
other than Recoveries covered by the last sentence of Section 4.02(d).
POOL SCHEDULED PRINCIPAL BALANCE: As to any Distribution Date, the aggregate
Scheduled Principal Balances of all Mortgage Loans that were Outstanding
Mortgage Loans on the Due Date in the month preceding the month of such
Distribution Date.
PREPAYMENT IN FULL: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
PREPAYMENT INTEREST SHORTFALL: On any Distribution Date, the amount of interest,
if any, that would have accrued on any Mortgage Loan which was the subject of a
Prepayment in Full at the Net Mortgage Interest Rate for such Mortgage Loan from
the date of its Prepayment in Full (but in the case of a Prepayment in Full
where the Applicable Unscheduled Principal Receipt Period is the Mid-Month
Receipt Period, only if the date of the Prepayment in Full is on or after the
Determination Date in the month prior to the month of such Distribution Date and
prior to the first day of the month of such Distribution Date) through the last
day of the month prior to the month of such Distribution Date.
PREPAYMENT SHIFT PERCENTAGE: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Prepayment Shift Percentage
- ------------------------------ ---------------------------
May 1999 through April 2004..................... 0%
May 2004 through April 2005..................... 30%
May 2005 through April 2006..................... 40%
May 2006 through April 2007..................... 60%
May 2007 through April 2008..................... 80%
May 2008 and thereafter......................... 100%
PRINCIPAL ADJUSTMENT: In the event that the Class B-1 Optimal Principal Amount,
Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class
B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class B-6
Optimal Principal Amount is calculated in accordance with the proviso in such
definition with respect to any Distribution Date, the Principal Adjustment for
such Class of Class B Certificates shall equal the difference between (i) the
amount that would have been distributed to such Class as principal in accordance
with Section 4.01(a) for such Distribution Date, calculated without regard to
such proviso and assuming there are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted Principal Balance for such Class.
PRINCIPAL BALANCE: As of the first Determination Date and as to any Class of
Class A Certificates, the Original Principal Balance of such Class. As of any
subsequent Determination Date prior to the Cross-Over Date and as to any Class
of Class A Certificates (other than the Class A-PO Certificates), the Original
Principal Balance of such Class less the sum of (a) all amounts previously
distributed in respect of such Class on prior Distribution Dates (i) pursuant to
Paragraph third clause (A) of Section 4.01(a) and (ii) as a result of a
Principal Adjustment and (b) the Realized Losses allocated through such
Determination Date to such Class pursuant to Section 4.02(b). After the
Cross-Over Date, each such Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A Loss
Percentage of such Class and the excess, if any, of (i) the Class A Non-PO
Principal Balance as of such Determination Date without regard to this sentence
over (ii) the difference between (A) the Adjusted Pool Amount for the preceding
Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over Date and as to
the Class A-PO Certificates, the Original Principal Balance of such Class less
the sum of (a) all amounts previously distributed in respect of the Class A-PO
Certificates on prior Distribution Dates pursuant to Paragraphs third clause (B)
and fourth of Section 4.01(a) and (b) the Realized Losses allocated through such
Determination Date to the Class A-PO Certificates pursuant to Section 4.02(b).
After the Cross-Over Date, such Principal Balance will also be reduced on each
Determination Date by an amount equal to the difference, if any, between such
Principal Balance as of such Determination Date without regard to this sentence
and the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance, respectively.
PRINCIPAL PREPAYMENT: Any Mortgagor payment on a Mortgage Loan which is received
in advance of its Due Date and is not accompanied by an amount representing
scheduled interest for any period subsequent to the date of prepayment.
PRIOR MONTH RECEIPT PERIOD: With respect to each Distribution Date, the calendar
month preceding the month in which such Distribution Date occurs.
PRIORITY AMOUNT: For any Distribution Date, the lesser of (i) the Principal
Balance of the Class A-21 Certificates and (ii) the sum of (A) the product of
(1) the Priority Percentage, (2) the Shift Percentage and (3) the Scheduled
Principal Amount and (B) the product of (1) the Priority Percentage, (2) the
Prepayment Shift Percentage and (3) the Unscheduled Principal Amount.
PRIORITY PERCENTAGE: The Principal Balance of the Class A-21 Certificates
divided by the Pool Balance (Non-PO Portion).
PROHIBITED TRANSACTION TAX: Any tax imposed under Section 860F of the Code.
PRUDENT SERVICING PRACTICES: The standard of care set forth in each Servicing
Agreement.
RATING AGENCY: Any nationally recognized statistical credit rating agency, or
its successor, that rated one or more Classes of the Certificates at the request
of the Seller at the time of the initial issuance of the Certificates. The
Rating Agencies for the Class A Certificates are DCR and S&P. The Rating Agency
for the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates is
DCR. 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 D-1+ in
the case of DCR, A-1+ in the case of S&P and in the case of any other Rating
Agency shall mean its equivalent of such ratings. References herein to the
highest long-term rating categories of a Rating Agency shall mean AAA, and in
the case of any other Rating Agency shall mean its equivalent of such rating
without any plus or minus.
REALIZED LOSSES: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
RECORD DATE: The last Business Day of the month preceding the month of the
related Distribution Date.
RECOVERY: Any amount received on a Mortgage Loan subsequent to such Mortgage
Loan being determined to be a Liquidated Loan.
RELEVANT ANNIVERSARY: See "BANKRUPTCY LOSS AMOUNT."
REMIC: A "real estate mortgage investment conduit" as defined in Code Section
860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC PROVISIONS: Provisions of the federal income tax law relating to REMICs,
which appear at Sections 860A through 860G of Part IV of Subchapter M of Chapter
1 of Subtitle A of the Code, and related provisions, and U.S. Department of the
Treasury temporary, proposed or final regulations promulgated thereunder, as the
foregoing are in effect (or with respect to proposed regulations, are proposed
to be in effect) from time to time.
REMITTANCE DATE: As defined in each of the Servicing Agreements.
REO MORTGAGE LOAN: Any Mortgage Loan which is not a Liquidated Loan and as to
which the indebtedness evidenced by the related Mortgage Note is discharged and
the related Mortgaged Property is held as part of the Trust Estate.
REO PROCEEDS: Proceeds received in respect of any REO Mortgage Loan (including,
without limitation, proceeds from the rental of the related Mortgaged Property).
REQUEST FOR RELEASE: A request for release in substantially the form attached as
Exhibit G hereto.
RESERVE AMOUNT: An amount equal to $6,250.00 deposited with the Trust
Administrator as of the Closing Date and maintained by the Trust Administrator
in a non-interest bearing trust account for the benefit of the Class A-14
Certificateholders pursuant to Section 4.06. The Reserve Amount cannot be
invested and cannot generate any income.
RESERVE WITHDRAWAL AMOUNT: With respect to each Distribution Date shall be an
amount withdrawn from the Reserve Amount, equal to the excess of the Interest
Accrual Amount on the Class A-14 Certificates over the amount of such Interest
Accrual Amount calculated as if such Class A-14 Certificates had a Pass-Through
Rate of 6.750% per annum.
RESPONSIBLE OFFICER: When used with respect to the Trustee or the Trust
Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
RULE 144A: Rule 144A promulgated under the Securities Act of 1933, as amended.
S&P: Standard & Poor's, or its successor in interest.
SCHEDULED PRINCIPAL AMOUNT: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(i) and y(iv) of the definition of
Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Percentage.
SCHEDULED PRINCIPAL BALANCE: As to any Mortgage Loan and Distribution Date, the
principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
SELLER: Norwest Asset Securities Corporation, or its successor in interest.
SERVICER MORTGAGE LOAN FILE: As defined in each of the Servicing Agreements.
SERVICERS: Each of Norwest Mortgage, Inc., First Union Mortgage Corporation,
Merrill Lynch Credit Corporation, Bank United, Marine Midland Mortgage
Corporation, Countrywide Home Loans, Inc., NOVUS Financial Corporation, The
Huntington Mortgage Company, National City Mortgage Company, FT Mortgage
Companies, Hibernia National Bank, HomeSide Lending, Plymouth Savings Bank,
Cascade Bank, Farmers State Bank & Trust Company of Superior and Bank of
Oklahoma, N.A., 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
- ------------------------------ ----------------
May 1999 through April 2004......................... 0%
May 2004 and .......................................
SIMILAR LAW: As defined in Section 5.02(c).
SINGLE CERTIFICATE: A Certificate of any Class that evidences the smallest
permissible Denomination for such Class, as set forth in Section 11.24.
SPECIAL HAZARD LOSS: (i) A Liquidated Loan Loss suffered by a Mortgaged Property
on account of direct physical loss, exclusive of (a) any loss covered by a
hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(A) normal wear and tear;
(B) infidelity, conversion or other dishonest act on
the part of the Trustee, the Trust Administrator or the Servicer or any
of their agents or employees; or
(C) errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or a part thereof
ensues;
or (ii) any Liquidated Loan Loss suffered by the
Trust Estate arising from or related to the presence or suspected
presence of hazardous wastes or hazardous substances on a Mortgaged
Property unless such loss to a Mortgaged Property is covered by a
hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to the Servicing Agreement.
SPECIAL HAZARD LOSS AMOUNT: As of any Distribution Date, an amount equal to
$7,500,909.51 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), the Reserve Amount,
such amounts as may be held from time to time in the Certificate Account (other
than any Fixed Retained Yield), the rights of the Trust Administrator, on behalf
of the Trustee, to receive the proceeds of all insurance policies and
performance bonds, if any, required to be maintained hereunder or under the
related Servicing Agreement and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
TRUSTEE: United States Trust Company of New York, or any successor trustee
appointed as herein provided.
UNPAID INTEREST SHORTFALLS: Each of the Class A Unpaid Interest Shortfalls, the
Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid Interest Shortfall,
the Class B-3 Unpaid Interest Shortfall, the Class B-4 Unpaid Interest
Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class B-6 Unpaid
Interest Shortfall.
UNSCHEDULED PRINCIPAL AMOUNT: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Prepayment Percentage.
UNSCHEDULED PRINCIPAL RECEIPT: Any Principal Prepayment or other recovery of
principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
UNSCHEDULED PRINCIPAL RECEIPT PERIOD: Either a Mid-Month Receipt Period or a
Prior Month Receipt Period.
U.S. PERSON: As defined in Section 4.01(f).
VOTING INTEREST: With respect to any provisions hereof providing for the action,
consent or approval of the Holders of all Certificates evidencing specified
Voting Interests in the Trust Estate, the Holders of each Class of Certificates
will collectively be entitled to the then applicable percentage of the aggregate
Voting Interest represented by all Certificates equal to the ratio obtained by
dividing the Principal Balance of such Class by the sum of the Class A Principal
Balance and the Class B Principal Balance. Each Certificateholder of a Class
will have a Voting Interest equal to the product of the Voting Interest to which
such Class is collectively entitled and the Percentage Interest in such Class
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class of Certificates or
specified Classes of Certificates, each Certificateholder of a Class will have a
Voting Interest in such Class equal to such Holder's Percentage Interest in such
Class.
WEIGHTED AVERAGE NET MORTGAGE INTEREST RATE: As to any Distribution Date, a rate
per annum equal to the average, expressed as a percentage of the Net Mortgage
Interest Rates of all Mortgage Loans that were Outstanding Mortgage Loans as of
the Due Date in the month preceding the month of such Distribution Date,
weighted on the basis of the respective Scheduled Principal Balances of such
Mortgage Loans.
Section 1.02 Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an
agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and the Trust Administrator.
Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement
and conclusive in favor of the Trustee and the Trust Administrator, if
made in the manner provided in this Section 1.02. The Trustee shall
promptly notify the Master Servicer in writing of the receipt of any
such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that
the individual signing such instrument or writing acknowledged to him
the execution thereof. When such execution is by a signer acting in a
capacity other than his or her individual capacity, such certificate
or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument
or writing, or the authority of the individual executing the same, may
also be proved in any other manner which the Trustee or the Trust
Administrator deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other
writing thereon made by anyone other than the Trustee, the Trust
Administrator and the Authenticating Agent) shall be proved by the
Certificate Register, and neither the Trustee, the Trust
Administrator, the Seller nor the Master Servicer shall be affected by
any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every
future Holder of the same Certificate and the Holder of every
Certificate issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee, the Trust
Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
The Article and Section headings in this Agreement and the Table of Contents are
for convenience of reference only and shall not affect the interpretation or
construction of this Agreement.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of Contents are
for convenience of reference only and shall not affect the interpretation or
construction of this Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied, shall give
to any Person, other than the parties to this Agreement and their successors
hereunder and the Holders of the Certificates any benefit or any legal or
equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II.
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does hereby
assign to the Trustee, without recourse all the right, title and interest of the
Seller in and to (a) the Trust Estate, including all interest (other than the
portion, if any, representing the Fixed Retained Yield) and principal received
by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date
(and including scheduled payments of principal and interest due after the
Cut-Off Date but received by the Seller on or before the Cut-Off Date and
Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not
including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans (d)
all of the Seller's right, title and interest in and to each Mortgage 100SM
Pledge Agreement, each Parent Power(R) Guaranty and Security AgreemenT for
Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate
with respect to each AdditionaL Collateral Mortgage Loan and (e) proceeds of all
the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the Trust Administrator, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trust Administrator or any
prior assignment is in the process of being recorded on the Closing Date, the
Seller shall deliver a copy thereof, certified by Norwest Mortgage or the
applicable Norwest Mortgage Correspondent to be a true and complete copy of the
document sent for recording, and the Seller shall use its best efforts to cause
each such original recorded document or certified copy thereof to be delivered
to the Trust Administrator promptly following its recordation, but in no event
later than one (1) year following the Closing Date. The Seller shall also cause
to be delivered to the Trust Administrator any other original mortgage loan
document to be included in the Owner Mortgage Loan File if a copy thereof has
been delivered. The Seller shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate by reason of the failure of the Seller to cause to
be delivered to the Trust Administrator within one (1) year following the
Closing Date any original Mortgage or assignment of a Mortgage not delivered to
the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the extent
set forth in the applicable Servicing Agreement, deliver or cause to be
delivered to the Trust Administrator the assignment of the Mortgage Loan from
the Seller to the Trust Administrator in a form suitable for recordation,
together with an Opinion of Counsel to the effect that recording is not required
to protect the Trustee's right, title and interest in and to the related
Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage
Loans as a financing, to perfect a first priority security interest in favor of
the Trustee in the related Mortgage Loan. In the event that the Master Servicer
receives notice that recording is required to protect the right, title and
interest of the Trustee in and to any such Mortgage Loan for which recordation
of an assignment has not previously been required, the Master Servicer shall
promptly notify the Trust Administrator and the Trust Administrator shall within
five Business Days (or such other reasonable period of time mutually agreed upon
by the Master Servicer and the Trust Administrator) of its receipt of such
notice deliver each previously unrecorded assignment to the related Servicer for
recordation.
Section 2.02 Acceptance by Trust Administrator.
The Trust Administrator, on behalf of the Trustee, acknowledges receipt of the
Mortgage Notes, the Mortgages, the assignments and other documents required to
be delivered on the Closing Date pursuant to Section 2.01 above and declares
that it holds and will hold such documents and the other documents constituting
a part of the Owner Mortgage Loan Files delivered to it in trust, upon the
trusts herein set forth, for the use and benefit of all present and future
Certificateholders. The Trust Administrator agrees, for the benefit of
Certificateholders, to review each Owner Mortgage Loan File within 45 days after
execution of this Agreement in order to ascertain that all required documents
set forth in Section 2.01 have been executed and received and appear regular on
their face, and that such documents relate to the Mortgage Loans identified in
the Mortgage Loan Schedule, and in so doing the Trust Administrator may rely on
the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If within such 45 day period the
Trust Administrator finds any document constituting a part of an Owner Mortgage
Loan File not to have been executed or received or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular
on its face, the Trust Administrator shall promptly (and in no event more than
30 days after the discovery of such defect) notify the Seller, which shall have
a period of 60 days after the date of such notice within which to correct or
cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trust Administrator's notice to it referred to above respecting
such defect, either (i) repurchase the related Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (a) 100%
of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest
at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last
day of the month in which such repurchase takes place or (ii) if within two
years of the Startup Day, or such other period permitted by the REMIC
Provisions, substitute for any Mortgage Loan to which such material defect
relates, a new mortgage loan (a "Substitute Mortgage Loan") having such
characteristics so that the representations and warranties of the Seller set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have
been incorrect had such Substitute Mortgage Loan originally been a Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal
balance, as of the date of substitution, greater than the Scheduled Principal
Balance (reduced by the scheduled payment of principal due on the Due Date in
the month of substitution) of the Mortgage Loan for which it is substituted. In
addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less
than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan
for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price shall
be deposited by the Seller in the Certificate Account maintained by the Master
Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan,
the Owner Mortgage Loan File relating thereto shall be delivered to the Trust
Administrator and the Substitution Principal Amount, together with (i) interest
on such Substitution Principal Amount at the applicable Net Mortgage Interest
Rate to the following Due Date of such Mortgage Loan which is being substituted
for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, the Master
Servicer or the Trust Administrator with respect to such Mortgage Loan, shall be
deposited in the Certificate Account. The Monthly Payment on the Substitute
Mortgage Loan for the Due Date in the month of substitution shall not be part of
the Trust Estate. Upon receipt by the Trust Administrator of written
notification of any such deposit signed by an officer of the Seller, or the new
Owner Mortgage Loan File, as the case may be, the Trust Administrator shall
release to the Seller the related Owner Mortgage Loan File and shall execute and
deliver such instrument of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Seller legal and beneficial
ownership of such substituted or repurchased Mortgage Loan or property. It is
understood and agreed that the obligation of the Seller to substitute a new
Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a
material defect in a constituent document exists shall constitute the sole
remedy respecting such defect available to the Certificateholders, the Trust
Administrator on behalf of the Trustee and the Trustee on behalf of the
Certificateholders. The failure of the Trust Administrator to give any notice
contemplated herein within forty-five (45) days after the execution of this
Agreement shall not affect or relieve the Seller's obligation to repurchase any
Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution and delivery hereof
or at any time thereafter, enter into a Custodial Agreement substantially in the
form of Exhibit E hereto pursuant to which the Trust Administrator appoints a
Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other
documents related to the Mortgage Loans received by the Trust Administrator, as
agent for the Trustee in trust for the benefit of all present and future
Certificateholders, which may provide, among other things, that the Custodian
shall conduct the review of such documents required under the first paragraph of
this Section 2.02.
Section 2.03 Representations and Warranties of
the Master Servicer and the Seller.
(a) The Master Servicer hereby represents and warrants to the Trustee and the
Trust Administrator for the benefit of Certificateholders that, as of the
date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of
the United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's corporate
charter or by-laws or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against it in accordance with the terms
hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely
affect the condition (financial or other) or operations of the
Master Servicer or its properties or might have consequences that
would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its
obligations under this Agreement.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Owner Mortgage
Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the Trust
Administrator for the benefit of Certificateholders that, as of the date of
execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates
respecting which such information is furnished as specified in
the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage
Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority
to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien on
the property therein described, and the Mortgaged Property is
free and clear of all encumbrances and liens having priority over
the first lien of the Mortgage except for liens for real estate
taxes and special assessments not yet due and payable and liens
or interests arising under or as a result of any federal, state
or local law, regulation or ordinance relating to hazardous
wastes or hazardous substances, and, if the related Mortgaged
Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the
Mortgaged Property consists of shares of a cooperative housing
corporation, any lien for amounts due to the cooperative housing
corporation for unpaid assessments or charges or any lien of any
assignment of rents or maintenance expenses secured by the real
property owned by the cooperative housing corporation; and any
security agreement, chattel mortgage or equivalent document
related to, and delivered to the Trust Administrator or to the
Custodian with, any Mortgage establishes in the Seller a valid
and subsisting first lien on the property described therein and
the Seller has full right to sell and assign the same to the
Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or
subordinated the Mortgage in whole or in part, released the
Mortgaged Property in whole or in part from the lien of the
Mortgage, or executed any instrument of release, cancellation,
modification or satisfaction, except in each case as is reflected
in an agreement delivered to the Trust Administrator or the
Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due
and owing have been paid, or an escrow of funds has been
established, to the extent permitted by law, in an amount
sufficient to pay for every such item which remains unpaid; and
the Seller has not advanced funds, or received any advance of
funds by a party other than the Mortgagor, directly or indirectly
(except pursuant to any Subsidy Loan arrangement) for the payment
of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of
disbursement of the Mortgage Loan proceeds, whichever is later,
to the day which precedes by thirty days the first Due Date under
the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado
or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller
makes no representations), so as to affect adversely the value of
the Mortgaged Property as security for the Mortgage Loan or the
use for which the premises were intended and to the best of the
Seller's knowledge, there is no proceeding pending or threatened
for the total or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; PROVIDED,
HOWEVER, that this warranty shall be deemed not to have been made
at the time of the initial issuance of the Certificates if a
title policy affording, in substance, the same protection
afforded by this warranty is furnished to the Trust Administrator
by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and Mortgage
Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of
the improvements which are included for the purpose of
determining the appraised value of the Mortgaged Property lie
wholly within the boundaries and building restriction lines of
such property and no improvements on adjoining properties
encroach upon the Mortgaged Property (unless insured against
under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements
thereon comply with all requirements of any applicable zoning and
subdivision laws and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state
or federal laws, regulations and other requirements, pertaining
to usury, and the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections,
licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and,
with respect to the use and occupancy of the same, including, but
not limited to, certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate
authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms
of the related Mortgage Note have been made and no Mortgage Loan
had more than one delinquency in the 12 months preceding the
Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the
legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a
proceeding in equity or at law); and, to the best of the Seller's
knowledge, all parties to the Mortgage Note and the Mortgage had
legal capacity to execute the Mortgage Note and the Mortgage and
each Mortgage Note and Mortgage has been duly and properly
executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law with
respect to the origination of the Mortgage Loans including,
without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity
or disclosure laws applicable to the Mortgage Loans have been
complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any
and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor
have been complied with (except for escrow funds for exterior
items which could not be completed due to weather and escrow
funds for the completion of swimming pools); and all costs, fees
and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect
to Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an
opinion of counsel of the type customarily rendered in such
jurisdiction in lieu of title insurance is instead received) is
covered by an American Land Title Association mortgagee title
insurance policy or other generally acceptable form of policy or
insurance acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC insuring the originator, its
successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan
and subject only to (A) the lien of current real property taxes
and assessments not yet due and payable, (B) covenants,
conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such
Mortgage acceptable to mortgage lending institutions in the area
in which the Mortgaged Property is located or specifically
referred to in the appraisal performed in connection with the
origination of the related Mortgage Loan, (C) liens created
pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental
protection purposes and (D) such other matters to which like
properties are commonly subject which do not individually, or in
the aggregate, materially interfere with the benefits of the
security intended to be provided by the Mortgage; the Seller is
the sole insured of such mortgagee title insurance policy, the
assignment to the Trust Administrator, on behalf of the Trustee,
of the Seller's interest in such mortgagee title insurance policy
does not require any consent of or notification to the insurer
which has not been obtained or made, such mortgagee title
insurance policy is in full force and effect and will be in full
force and effect and inure to the benefit of the Trust
Administrator, on behalf of the Trustee, no claims have been made
under such mortgagee title insurance policy, and no prior holder
of the related Mortgage, including the Seller, has done, by act
or omission, anything which would impair the coverage of such
mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured by
an insurer acceptable to FNMA or FHLMC against loss by fire and
such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of
100% of the insurable value of the Mortgaged Property and the
outstanding principal balance of the Mortgage Loan, but in no
event less than the minimum amount necessary to fully compensate
for any damage or loss on a replacement cost basis; if the
Mortgaged Property is a condominium unit, it is included under
the coverage afforded by a blanket policy for the project; if
upon origination of the Mortgage Loan, the improvements on the
Mortgaged Property were in an area identified in the Federal
Register by the Federal Emergency Management Agency as having
special flood hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance
carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage
Loan, (B) the full insurable value of the Mortgaged Property and
(C) the maximum amount of insurance which was available under the
National Flood Insurance Act of 1968, as amended; and each
Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with
the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach,
violation or event of acceleration; the Seller has not waived any
default, breach, violation or event of acceleration; and no
foreclosure action is currently threatened or has been commenced
with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the
defense of usury, nor will the operation of any of the terms of
the Mortgage Note or Mortgage, or the exercise of any right
thereunder, render the Mortgage Note or Mortgage unenforceable,
in whole or in part, or subject it to any right of rescission,
set-off, counterclaim or defense, including the defense of usury,
and no such right of rescission, set-off, counterclaim or defense
has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting in
complete amortization of the Mortgage Loan over a term of not
more than 360 months;
(xx) Each Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of
the benefits of the security, including realization by judicial
foreclosure (subject to any limitation arising from any
bankruptcy, insolvency or other law for the relief of debtors),
and there is no homestead or other exemption available to the
Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a debtor
in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may
include a detached home, townhouse, condominium unit or a unit in
a planned unit development or, in the case of Mortgage Loans
secured by Co-op Shares, leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trust Administrator in place of the related
Mortgage Note, the related Mortgage Note is no longer in
existence;
(xxv) In the event that the Mortgagor is an inter vivos "living" trust,
(i) such trust is in compliance with FNMA or FHLMC standards for
inter vivos trusts and (ii) holding title to the Mortgaged
Property in such trust will not diminish any rights as a creditor
including the right to full title to the Mortgaged Property in
the event foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential lease,
(1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging
of the leasehold estate, the assignment of the lease without the
lessor's consent and the acquisition by the holder of the
Mortgage of the rights of the lessee upon foreclosure or
assignment in lieu of foreclosure or provide the holder of the
Mortgage with substantially similar protections; (3) the terms of
such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being
entitled to receive written notice of, and opportunity to cure,
such default, (b) allow the termination of the lease in the event
of damage or destruction as long as the Mortgage is in existence,
(c) prohibit the holder of the Mortgage from being insured (or
receiving proceeds of insurance) under the hazard insurance
policy or policies relating to the Mortgaged Property or (d)
permit any increase in rent other than pre-established increases
set forth in the lease; (4) the original term of such lease is
not less than 15 years; (5) the term of such lease does not
terminate earlier than five years after the maturity date of the
Mortgage Note; and (6) the Mortgaged Property is located in a
jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely
accepted practice.
Notwithstanding the foregoing, no representations or warranties are made by the
Seller as to the environmental condition of any Mortgaged Property; the absence,
presence or effect of hazardous wastes or hazardous substances on any Mortgaged
Property; any casualty resulting from the presence or effect of hazardous wastes
or hazardous substances on, near or emanating from any Mortgaged Property; the
impact on Certificateholders of any environmental condition or presence of any
hazardous substance on or near any Mortgaged Property; or the compliance of any
Mortgaged Property with any environmental laws, nor is any agent, person or
entity otherwise affiliated with the Seller authorized or able to make any such
representation, warranty or assumption of liability relative to any Mortgaged
Property. In addition, no representations or warranties are made by the Seller
with respect to the absence or effect of fraud in the origination of any
Mortgage Loan.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Owner Mortgage
Loan Files to the Trust Administrator and shall inure to the benefit of the
Trust Administrator, on behalf of the Trustee, notwithstanding any restrictive
or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the Trust
Administrator, the Trustee or the Custodian that any of the representations
and warranties made in subsection (b) above is not accurate (referred to
herein as a "breach") and that such breach materially and adversely affects
the interests of the Certificateholders in the related Mortgage Loan, the
party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement).
Within 60 days of the earlier of its discovery or its receipt of notice of
any such breach, the Seller shall cure such breach in all material respects
or shall either (i) repurchase the Mortgage Loan or any property acquired
in respect thereof from the Trust Estate at a price equal to (A) 100% of
the unpaid principal balance of such Mortgage Loan plus (B) accrued
interest at the Net Mortgage Interest Rate for such Mortgage Loan through
the last day of the month in which such repurchase took place or (ii) if
within two years of the Startup Day, or such other period permitted by the
REMIC Provisions, substitute for such Mortgage Loan in the manner described
in Section 2.02. The purchase price of any repurchase described in this
paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall
be deposited in the Certificate Account. It is understood and agreed that
the obligation of the Seller to repurchase or substitute for any Mortgage
Loan or property as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee, or
the Trustee on behalf of Certificateholders, and such obligation shall
survive until termination of the Trust Estate hereunder.
Section 2.04 Execution and Delivery of Certificates.
The Trust Administrator acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Owner Mortgage Loan Files to it, and, concurrently with
such delivery, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which evidence ownership of the entire
Trust Estate.
Section 2.05 Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Classes of Class A Certificates (other than the
Class A-R Certificate) and the Classes of Class B Certificates as classes of
"regular interests" and the Class A-R Certificate as the single class of
"residual interest" in the REMIC for the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively. The Closing Date is hereby designated as the
"Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9). The
"latest possible maturity date" of the regular interests in the REMIC is May 25,
2029 for purposes of Code Section 860G(a)(1).
<PAGE>
ARTICLE III.
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account.
(a) The Master Servicer shall establish and maintain a Certificate Account for
the deposit of funds received by the Master Servicer with respect to the
Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The
Master Servicer shall give notice to each Servicer and the Seller of the
location of the Certificate Account and of any change in the location
thereof.
(b) The Master Servicer shall deposit into the Certificate Account on the day
of receipt thereof all amounts received by it from any Servicer pursuant to
any of the Servicing Agreements or any amounts received by it upon the sale
of any Additional Collateral pursuant to the terms of the Mortgage 100SM
Pledge Agreement, the Parent Power(R)Guaranty and Security Agreement for
Securities Account or the Parent Power(R) Guaranty Agreement for Real
Estate or any amounts received pursuant to the Surety Bond, and shall, in
addition, deposit into the Certificate Account the following amounts, in
the case of amounts specified in clause (i), not later than the
Distribution Date on which such amounts are required to be distributed to
Certificateholders and, in the case of the amounts specified in clause
(ii), not later than the Business Day next following the day of receipt and
posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trust Administrator, if any and any amounts deemed
received by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the Seller
pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or,
where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate Account to be
invested in Eligible Investments. No such Eligible Investments will be sold
or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that
such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or
cause the Trust Estate to fail to qualify as a REMIC while any Certificates
are outstanding. Any amounts deposited in the Certificate Account prior to
the Distribution Date shall be invested for the account of the Master
Servicer and any investment income thereon shall be additional compensation
to the Master Servicer for services rendered under this Agreement. The
amount of any losses incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer out of its own
funds immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be deemed to have
received from a Servicer on the applicable Remittance Date for such funds
all amounts deposited by such Servicer into the Custodial Account for P&I
maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the
Master Servicer on such Remittance Date as a result of the bankruptcy,
insolvency, receivership or other financial distress of the depository
institution in which such Custodial Account for P&I is being held. To the
extent that amounts so deemed to have been received by the Master Servicer
are subsequently remitted to the Master Servicer, the Master Servicer shall
be entitled to retain such amounts.
Section 3.02 Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial
P&I Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator or any
Servicer for Periodic Advances made by the Master Servicer or the
Trust Administrator pursuant to Section 3.03(a) or any Servicer
pursuant to any Servicing Agreement with respect to previous
Distribution Dates, such right to reimbursement pursuant to this
subclause (i) being limited to amounts received on or in respect of
particular Mortgage Loans (including, for this purpose, Liquidation
Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections
2.02, 2.03, 3.08 or 9.01) respecting which any such Periodic Advance
was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to
have become Nonrecoverable Advances provided, however, that any
portion of Nonrecoverable Advances representing Fixed Retained Yield
shall be reimbursable only from amounts constituting Fixed Retained
Yield and not from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from Liquidation
Proceeds for Liquidation Expenses and for amounts expended by the
Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the
restoration of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other recovery
(including Net REO Proceeds) with respect to a particular Mortgage
Loan, to pay the Master Servicing Fee with respect to such Mortgage
Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred
by it (including taxes paid on behalf of the Trust Estate) and
recoverable by or reimbursable to it pursuant to Section 3.03(c),
3.03(d) or 6.03 or the second sentence of Section 8.14(a) or pursuant
to such Servicer's Servicing Agreement, provided such expenses are
"unanticipated" within the meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each Mortgage
Loan or property acquired in respect thereof that has been repurchased
or replaced pursuant to Section 2.02 or 2.03 or auctioned pursuant to
Section 3.08 or to pay to the Master Servicer with respect to each
Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Scheduled Principal Balance
was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the manner
provided for herein;
(viii) to pay to the Master Servicer any interest earned on or investment
income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Liquidation
Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment
charges or other Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited in the
Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate the Certificate Account pursuant to Section
9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on account of
interest or other recovery (including Net REO Proceeds) with respect
to a particular Mortgage Loan, the Fixed Retained Yield, if any, with
respect to such Mortgage Loan; provided, however, that with respect to
any payment of interest received by the Master Servicer in respect of
a Mortgage Loan (whether paid by the Mortgagor or received as
Liquidation Proceeds, Insurance Proceeds or otherwise) which is less
than the full amount of interest then due with respect to such
Mortgage Loan, only that portion of such payment of interest that
bears the same relationship to the total amount of such payment of
interest as the Fixed Retained Yield Rate, if any, in respect of such
Mortgage Loan bears to the Mortgage Interest Rate shall be allocated
to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
Section 3.03 Advances by Master Servicer and Trust Administrator.
(a) In the event an Other Servicer fails to make any required Periodic Advances
of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the
month during which such Periodic Advance is due, the Master Servicer shall
make Periodic Advances to the extent provided hereby. In addition, if under
the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the
Master Servicer to the extent provided hereby shall make the Periodic
Advances thereon during the period the Servicer is not obligated to do so.
In the event Norwest Mortgage fails to make any required Periodic Advances
of principal and interest on a Mortgage Loan as required by the Norwest
Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Trust Administrator shall,
to the extent required by Section 8.15, make such Periodic Advance to the
extent provided hereby, provided that the Trust Administrator has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trust
Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as
the case may be, (ii) the amount actually advanced by Norwest Mortgage or
such Other Servicer, (iii) the amount that the Trust Administrator or
Master Servicer is required to advance hereunder, including any amount the
Master Servicer is required to advance pursuant to the second sentence of
this Section 3.03(a) and (iv) whether the Master Servicer has determined
that it reasonably believes that such Periodic Advance is a Nonrecoverable
Advance. Amounts advanced by the Trust Administrator or Master Servicer
shall be deposited in the Certificate Account on the related Distribution
Date. Notwithstanding the foregoing, neither the Master Servicer nor the
Trust Administrator will be obligated to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable Advance. The Trust Administrator
may conclusively rely for any determination to be made by it hereunder upon
the determination of the Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on account of the
taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer,
advance such funds and take such steps as are necessary to pay such taxes
or insurance premiums. To the extent Norwest Mortgage fails to make an
advance on account of the taxes or insurance premiums with respect to a
Mortgage Loan required pursuant to the Norwest Servicing Agreement, the
Master Servicer shall, if the Master Servicer knows of such failure of
Norwest Mortgage, certify to the Trust Administrator that such failure has
occurred. Upon receipt of such certification, the Trust Administrator shall
advance such funds and take such steps as are necessary to pay such taxes
or insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be entitled to
be reimbursed from the Certificate Account for any Periodic Advance made by
it under Section 3.03(a) to the extent described in Section 3.02(a)(i) and
(a)(ii). The Master Servicer and the Trust Administrator shall be entitled
to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it
pursuant to Section 3.03(b). The Master Servicer shall diligently pursue
restoration of such amount to the Certificate Account from the related
Servicer. The Master Servicer shall, to the extent it has not already done
so, upon the request of the Trust Administrator, withdraw from the
Certificate Account and remit to the Trust Administrator any amounts to
which the Trust Administrator is entitled as reimbursement pursuant to
Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trust Administrator shall be required to pay or advance
any amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
Section 3.04 Trust Administrator to Cooperate;
Release of Owner Mortgage-Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in connection
with the deposit by a Servicer into the Certificate Account of the proceeds from
a Liquidated Loan or of a Prepayment in Full, the Master Servicer shall confirm
to the Trust Administrator that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of any
Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trust Administrator and the Trust Administrator shall, within five Business
Days, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. Any such Request for Release
shall obligate the Master Servicer or such Servicer, as the case may be, to
return each and every document previously requested from the Owner Mortgage Loan
File to the Trust Administrator by the twenty-first day following the release
thereof, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Certificate
Account or (ii) the Owner Mortgage Loan File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of a Mortgage
Loan, the Trust Administrator shall execute and deliver to the Master Servicer
or such Servicer, as directed by the Master Servicer, court pleadings, requests
for trustee's sale or other documents necessary to the foreclosure or trustee's
sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trust Administrator and a statement as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trust Administrator will not invalidate or otherwise affect the lien of
the Mortgage, except for the termination of such a lien upon completion of the
foreclosure proceeding or trustee's sale.
Section 3.05 Reports to the Trustee and Trust Administrator;
Annual Compliance Statements.
(a) Not later than 15 days after each Distribution Date, the Master Servicer
shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of
business on such Distribution Date stating that all distributions required
to be made by the Master Servicer under this Agreement have been made (or,
if any required distribution has not been made by the Master Servicer,
specifying the nature and status thereof) and showing, for the period
covered by such statement, the aggregate amount of deposits into and
withdrawals from such account for each category of deposit and withdrawal
specified in Sections 3.01 and 3.02. Such statement may be in the form of
the then current FNMA monthly accounting report for its Guaranteed Mortgage
Pass-Through Program with appropriate additions and changes, and shall also
include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trust Administrator to any
Certificateholder upon written request, provided such statement is
delivered, or caused to be delivered, by the Master Servicer to the Trust
Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by
an officer of the Master Servicer, certifying that (i) such officer has
reviewed the activities of the Master Servicer during the preceding
calendar year or portion thereof and its performance under this agreement
and (ii) to the best of such officer's knowledge, based on such review, the
Master Servicer has performed and fulfilled its duties, responsibilities
and obligations under this agreement in all material respects throughout
such year, or, if there has been a default in the fulfillment of any such
duties, responsibilities or obligations, specifying each such default known
to such officer and the nature and status thereof, and, (iii) (A) the
Master Servicer has received from each Servicer any financial statements,
officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related
Servicing Agreement and (B) to the best of such officer's knowledge, based
on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if
there has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default known to such
officer and the nature and status thereof. Copies of such officers'
certificate shall be provided by the Trust Administrator to any
Certificateholder upon written request provided such certificate is
delivered, or caused to be delivered, by the Master Servicer to the Trust
Administrator.
Section 3.06 Title, Management and Disposition
of Any REO Mortgage-Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is administered by
the related Servicer at all times so that it qualifies as "foreclosure property"
under the REMIC Provisions and that it does not earn any "net income from
foreclosure property" which is subject to tax under the REMIC Provisions. In the
event that a Servicer is unable to dispose of any REO Mortgage Loan within the
period mandated by each of the Servicing Agreements, the Master Servicer shall
monitor such Servicer to verify that such REO Mortgage Loan is auctioned to the
highest bidder within the period so specified. In the event of any such sale of
REO Mortgage Loan, the Trust Administrator shall, at the written request of the
Master Servicer and upon being supported with appropriate forms therefor, within
five Business Days of the deposit by the Master Servicer of the proceeds of such
sale or auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the REO Mortgage Loan and
the Trust Administrator shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Estate, shall provide financing from the Trust Estate to any purchaser of
an REO Mortgage Loan.
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee and the Trust
Administrator pursuant to Section 3.07(b), the Master Servicer from time to
time may, to the extent permitted by the applicable Servicing Agreement,
make such modifications and amendments to such Servicing Agreement as the
Master Servicer deems necessary or appropriate to confirm or carry out more
fully the intent and purpose of such Servicing Agreement and the duties,
responsibilities and obligations to be performed by the Servicer
thereunder. Such modifications may only be made if they are consistent with
the REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the
issuance of any modification or amendment, the Master Servicer shall
deliver to the Trustee and the Trust Administrator such Opinion of Counsel
and an Officer's Certificate setting forth (i) the provision that is to be
modified or amended, (ii) the modification or amendment that the Master
Servicer desires to issue and (iii) the reason or reasons for such proposed
amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any amendment
or supplement to a Servicing Agreement proposed by the Master Servicer
pursuant to Section 3.07(a), which consent and amendment shall not require
the consent of any Certificateholder if it is (i) for the purpose of curing
any mistake or ambiguity or to further effect or protect the rights of the
Certificateholders or (ii) for any other purpose, provided such amendment
or supplement for such other purpose cannot reasonably be expected to
adversely affect Certificateholders. The lack of reasonable expectation of
an adverse effect on Certificateholders may be established through the
delivery to the Trustee and the Trust Administrator of (i) an Opinion of
Counsel to such effect or (ii) written notification from each Rating Agency
to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences,
either the Trustee or the Trust Administrator may, in its discretion,
decline to enter into or consent to any such supplement or amendment if its
own rights, duties or immunities shall be adversely affected.
(c) (i) Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee, or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i)
eliminating or reducing Month End Interest and (ii) providing for the
remittance of Full Unscheduled Principal Receipts by the applicable
Servicer to the Master Servicer not later than the 24th day of each month
(or if such day is not a Business Day, on the previous Business Day) or (B)
to the Norwest Servicing Agreement for the purpose of changing the
applicable Remittance Date to the 18th day of each month (or if such day is
not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08 Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of the
Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations (including the obligation to
maintain an Errors and Omissions Policy and Fidelity Bond) that are to be
observed or performed by the Servicer under its respective Servicing Agreement.
In performing its obligations hereunder, the Master Servicer shall act in a
manner consistent with Accepted Master Servicing Practices and with the
Trustee's and the Trust Administrator's and the Certificateholders' reliance on
the Master Servicer, and in a manner consistent with the terms and provisions of
any insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trust Administrator or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trust Administrator an Opinion of Counsel (at the expense of
the party seeking to modify the Mortgage Loan) to the effect that such
modification would not be treated as giving rise to a new debt instrument for
federal income tax purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully with
each Servicer as may be necessary from time to time to perform and carry out the
Master Servicer's obligations hereunder and otherwise exercise reasonable
efforts to encourage such Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by it under its Servicing
Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the Trustee
and shall have full power and authority, acting alone or (subject to Section
6.06) through one or more subcontractors, to do any and all things in connection
with such administration which it may deem necessary or desirable. Upon the
execution and delivery of this Agreement, and from time to time as may be
required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled to repurchase at its option (i) any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust Estate which,
pursuant to paragraph 5(b) of the Mortgage Loan Purchase Agreement, Norwest
Mortgage requests the Seller to repurchase and to sell to Norwest Mortgage to
facilitate the exercise of Norwest Mortgage's rights against the originator or a
prior holder of such Mortgage Loan. The purchase price for any such Mortgage
Loan shall be 100% of the unpaid principal balance of such Mortgage Loan plus
accrued interest thereon at the Mortgage Interest Rate for such Mortgage Loan,
through the last day of the month in which such repurchase occurs. Upon the
receipt of such purchase price, the Master Servicer shall provide to the Trust
Administrator the certification required by Section 3.04 and the Trust
Administrator and the Custodian, if any, shall promptly release to the Seller
the Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.
Additional Collateral may be liquidated and the proceeds applied to cover any
shortfalls upon the liquidation of a Mortgaged Property; PROVIDED, HOWEVER, that
the Trust Estate in no event shall acquire ownership of the Additional
Collateral unless the Trust Administrator shall have received an Opinion of
Counsel that such ownership shall not cause the Trust Estate to fail to qualify
as a REMIC or subject the REMIC to any tax.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
Section 3.09 Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated pursuant
to its Servicing Agreement, the Master Servicer shall promptly deliver to the
Seller and the Trustee an Officer's Certificate certifying that an event has
occurred which may justify termination of such Servicing Agreement, describing
the circumstances surrounding such event and recommending what action should be
taken by the Trustee with respect to such Servicer. If the Master Servicer
recommends that such Servicing Agreement be terminated, the Master Servicer's
certification must state that the breach is material and not merely technical in
nature. Upon written direction of the Master Servicer, based upon such
certification, the Trustee shall promptly terminate such Servicing Agreement.
Notwithstanding the foregoing, in the event that (i) Norwest Mortgage fails to
make any advance, as a consequence of which the Trust Administrator is obligated
to make an advance pursuant to Section 3.03 and (ii) the Trust Administrator
provides Norwest Mortgage written notice of the failure to make such advance and
such failure shall continue unremedied for a period of 15 days after receipt of
such notice, the Trust Administrator shall recommend to the Trustee the
termination of the Norwest Servicing Agreement without the recommendation of the
Master Servicer and upon such recommendation, the Trustee shall terminate the
Norwest Servicing Agreement. The Master Servicer shall indemnify the Trustee and
the Trust Administrator and hold each harmless from and against any and all
claims, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees) arising out of, or assessed against the Trustee or
the Trust Administrator in connection with termination of such Servicing
Agreement at the direction of the Master Servicer. In addition, the Master
Servicer shall indemnify the Trustee and hold it harmless from and against any
and all claims, liabilities, costs and expenses (including, without limitation,
reasonable attorney's fees) arising out of, or assessed against the Trustee in
connection with the termination of the Norwest Servicing Agreement as provided
in the second preceding sentence. If the Trustee terminates such Servicing
Agreement, the Trustee may enter into a substitute Servicing Agreement with the
Master Servicer or, at the Master Servicer's nomination, with another mortgage
loan service company acceptable to the Trustee, the Trust Administrator, the
Master Servicer and each Rating Agency under which the Master Servicer or such
substitute servicer, as the case may be, shall assume, satisfy, perform and
carry out all liabilities, duties, responsibilities and obligations that are to
be, or otherwise were to have been, satisfied, performed and carried out by such
Servicer under such terminated Servicing Agreement. Until such time as the
Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10 Application of Net Liquidation Proceeds.
For all purposes under this agreement, Net Liquidation Proceeds received from a
Servicer shall be allocated first to accrued and unpaid interest on the related
Mortgage Loan and then to the unpaid principal balance thereof.
Section 3.11 1934 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings required to
be made by the Seller with respect to the Class A Certificates (other than the
Class A-PO Certificates) and the Class B-1, Class B-2 and Class B-3 Certificates
pursuant to the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV.
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
Section 4.01 Distributions.
(a) On each Distribution Date, the Pool Distribution Amount will be applied
in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as
follows:
first, to the Classes of Class A Certificates, pro
rata, based upon their respective Interest Accrual Amounts, in an
aggregate amount up to the Class A Interest Accrual Amount with respect
to such Distribution Date;
second, to the Classes of Class A Certificates, pro
rata, based upon their respective Class A Unpaid Interest Shortfalls,
in an aggregate amount up to the Aggregate Class A Unpaid Interest
Shortfall;
third, concurrently, to the Class A Certificates
(other than the Class A-PO Certificates) and the Class A-PO
Certificates, pro rata, based on their respective Class A Non-PO
Optimal Principal Amount and Class A-PO Optimal Principal Amount, (A)
to the Classes of Class A Certificates (other than the Class A-PO
Certificates), in an aggregate amount up to the Class A Non-PO Optimal
Principal Amount, such distribution to be allocated among such Classes
in accordance with Section 4.01(b) or Section 4.01(c), as applicable,
and (B) to the Class A-PO Certificates in an amount up to the Class
A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount
up to the Class A-PO Deferred Amount from amounts otherwise
distributable (without regard to this Paragraph fourth) first to the
Class B-6 Certificates pursuant to Paragraph twenty-second, below,
second to the Class B-5 Certificates pursuant to Paragraph nineteenth,
below, third to the Class B-4 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-3 Certificates pursuant to
Paragraph thirteenth, below, fifth to the Class B-2 Certificates
pursuant to Paragraph tenth below, and sixth to the Class B-1
Certificates pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates in an amount up
to the Interest Accrual Amount for the Class B-1 Certificates with
respect to such Distribution Date;
sixth, to the Class B-1 Certificates in an amount
up to the Class B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount
up to the Class B-1 Optimal Principal Amount; provided, however, that
the amount distributable to the Class B-1 Certificates pursuant to this
Paragraph seventh will be reduced by the amount, if any, that would
have been distributable to the Class B-1 Certificates hereunder used to
pay the Class A-PO Deferred Amount as provided in Paragraph fourth
above;
eighth, to the Class B-2 Certificates in an amount up
to the Interest Accrual Amount for the Class B-2 Certificates with
respect to such Distribution Date;
ninth, to the Class B-2 Certificates in an amount
up to the Class B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up
to the Class B-2 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-2 Certificates pursuant to this
Paragraph tenth will be reduced by the amount, if any, that would have
been distributable to the Class B-2 Certificates hereunder used to pay
the Class A-PO Deferred Amount as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount
up to the Interest Accrual Amount for the Class B-3 Certificates with
respect to such Distribution Date;
twelfth, to the Class B-3 Certificates in an amount
up to the Class B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an
amount up to the Class B-3 Optimal Principal Amount; provided, however,
that the amount distributable to the Class B-3 Certificates pursuant to
this Paragraph thirteenth will be reduced by the amount, if any, that
would have been distributable to the Class B-3 Certificates hereunder
used to pay the Class A-PO Deferred Amount as provided in Paragraph
fourth above;
fourteenth, to the Class B-4 Certificates in an
amount up to the Interest Accrual Amount for the Class B-4 Certificates
with respect to such Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount
up to the Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount
up to the Class B-4 Optimal Principal Amount; provided, however, that
the amount distributable to the Class B-4 Certificates pursuant to this
Paragraph sixteenth will be reduced by the amount, if any, that would
have been distributable to the Class B-4 Certificates hereunder used to
pay the Class A-PO Deferred Amount as provided in Paragraph fourth
above;
seventeenth, to the Class B-5 Certificates in an
amount up to the Interest Accrual Amount for the Class B-5 Certificates
with respect to such Distribution Date;
eighteenth, to the Class B-5 Certificates in an
amount up to the Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an
amount up to the Class B-5 Optimal Principal Amount; provided, however,
that the amount distributable to the Class B-5 Certificates pursuant to
this Paragraph nineteenth will be reduced by the amount, if any, that
would have been distributable to the Class B-5 Certificates hereunder
used to pay the Class A-PO Deferred Amount as provided in Paragraph
fourth above;
twentieth, to the Class B-6 Certificates in an amount
up to the Interest Accrual Amount for the Class B-6 Certificates with
respect to such Distribution Date;
twenty-first, to the Class B-6 Certificates in an
amount up to the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an
amount up to the Class B-6 Optimal Principal Amount; provided, however,
that the amount distributable to the Class B-6 Certificates pursuant to
this Paragraph twenty-second will be reduced by the amount, if any,
that would have been distributable to the Class B-6 Certificates
hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R
Certificate.
Notwithstanding the foregoing, after the Principal Balance of any Class (other
than the Class A-R Certificate) has been reduced to zero, such Class will be
entitled to no further distributions of principal or interest (including,
without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such Distribution
Date minus any portion thereof payable to a Servicer pursuant to Section
3.02(ix) hereof shall be distributed to the Holder of the Class A-R Certificate.
With respect to any Distribution Date, the amount of the Principal Adjustment,
if any, attributable to any Class of Class B Certificates will be allocated to
the Classes of Class A Certificates (other than the Class A-PO Certificates) and
any Class of Class B Certificates with a lower numerical designation pro rata
based on their outstanding Principal Balances.
(b) On each Distribution Date occurring prior to the Cross-Over Date, the Class
A Non-PO Principal Distribution Amount will be allocated among and
distributed in reduction of the Principal Balances of the Classes of Class
A Certificates (other than the Principal Balance of the Class A-PO
Certificates) in accordance with the following priorities:
first, to the Class A-21 Certificates, up to the Priority Amount for such
Distribution Date; second, to the Class A-R Certificate, until the Principal
Balance thereof has been reduced to zero; third, concurrently, until the
Principal Balance of the Class A-1 Certificates has been reduced to zero, as
follows:
(i) 29.6127942618% to the Class A-1 Certificates;
(ii) 19.2044899188% to the Class A-2 Certificates;
(iii) 27.0664133130% to the Class A-17 Certificates;
(iv) 12.0581512532% to the Class A-18 Certificates;
(v) 12.0581512532% to the Class A-19 Certificates;
fourth, concurrently, until the Principal Balance of the Class A-17 Certificates
has been reduced to zero, as follows:
(i) 27.2840635132% to the Class A-2 Certificates;
(ii) 38.4535982486% to the Class A-17 Certificates;
(iii) 17.1311691191% to the Class A-18 Certificates;
(iv) 17.1311691191% to the Class A-19 Certificates;
fifth, concurrently, until the Principal Balance of the Class A-8 Certificates
has been reduced to zero, as follows:
(i) 27.2840635132% to the Class A-2 Certificates;
(ii) 38.4535982486% to the Class A-8 Certificates;
(iii) 17.1311691191% to the Class A-18 Certificates;
(iv) 17.1311691191% to the Class A-19 Certificates;
sixth, concurrently, until the Principal Balance of the Class A-9 Certificates
has been reduced to zero, as follows:
(i) 27.2840635132% to the Class A-2 Certificates;
(ii) 38.4535982486% to the Class A-9 Certificates;
(iii) 17.1311691191% to the Class A-18 Certificates;
(iv) 17.1311691191% to the Class A-19 Certificates;
seventh, concurrently, until the Principal Balances of the Class A-2, Class
A-10, Class A-18 and Class A-19 Certificates have been reduced to zero, as
follows:
(i) 27.2840635132% to the Class A-2 Certificates;
(ii) 38.4535982486% to the Class A-10 Certificates;
(iii) 17.1311691191% to the Class A-18 Certificates;
(iv) 17.1311691191% to the Class A-19 Certificates;
eighth, concurrently, until the Principal Balance of the Class A-11 Certificates
has been reduced to zero, as follows:
(i) 25.1477281300% to the Class A-3 Certificates;
(ii) 49.7045437400% to the Class A-11 Certificates;
(iii) 25.1477281300% to the Class A-20 Certificates;
ninth, concurrently, until the Principal Balance of the Class A-3 Certificates
has been reduced to zero, as follows:
(i) 25.1477281300 to the Class A-3 Certificates;
(ii) 35.3528949218% to the Class A-12 Certificates;
(iii) 7.1758244091% to the Class A-15 Certificates;
(iv) 7.1758244091% to the Class A-16 Certificates;
(v) 25.1477281300% to the Class A-20 Certificates;
tenth, concurrently, until the Principal Balances of the Class A-12, Class A-15
and Class A-16 Certificates have been reduced to zero, as follows:
(i) 12.5738640650% to the Class A-4 Certificates;
(ii) 12.5738640650% to the Class A-7 Certificates;
(iii) 35.3528949218% to the Class A-12 Certificates;
(iv) 7.1758244091% to the Class A-15 Certificates;
(v) 7.1758244091% to the Class A-16 Certificates;
(vi) 25.1477281300% to the Class A-20 Certificates;
eleventh, concurrently, until the Principal Balances of the Class A-4 and Class
A-7 Certificates have been reduced to zero, as follows:
(i) 12.5738640650% to the Class A-4 Certificates;
(ii) 12.5738640650% to the Class A-7 Certificates;
(iii) 47.1411325105% to the Class A-13 Certificates;
(iv) 2.5634112295% to the Class A-14 Certificates;
(v) 25.1477281300% to the Class A-20 Certificates;
twelfth, concurrently, until the Principal Balance of the Class A-5 Certificates
has been reduced to zero, as follows:
(i) 25.1477281300% to the Class A-5 Certificates;
(ii) 47.1411325105% to the Class A-13 Certificates;
(iii) 2.5634112295% to the Class A-14 Certificates;
(iv) 25.1477281300% to the Class A-20 Certificates;
thirteenth, concurrently, until the Principal Balances of the Class A-6, Class
A-13, Class A-14 and Class A-20 Certificates have been reduced to zero, as
follows:
(i) 25.1477281300% to the Class A-6 Certificates;
(ii) 47.1411325105% to the Class A-13 Certificates;
(iii) 2.5634112295% to the Class A-14 Certificates;
(iv) 25.1477281300% to the Class A-20 Certificates; and
fourteenth, to the Class A-21 Certificates, without regard to the Priority
Amount for such Distribution Date, until the Principal Balance thereof has been
reduced to zero.
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Cross-Over Date, the Class A Non-PO Principal
Distribution Amount shall be distributed among the Classes of Class A
Certificates (other than the Class A-PO Certificates) pro rata in
accordance with their outstanding Principal Balances without regard to
either the proportions or the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with
respect to any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is
less than the Original Class B-1 Fractional Interest and the
Class B-1 Principal Balance is greater than zero, the Class
B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions
of principal; or
1) 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
2) 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
3) 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
4) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class B-5
Principal Balance is greater than zero, the Class B-6
Certificates shall not be eligible to receive distributions
of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B
Certificates entitled to receive distributions of principal would
reduce the Principal Balances of the Classes of Class B Certificates
entitled to receive distributions of principal below zero, first the
Class B Prepayment Percentage of any affected Class of Class B
Certificates for such Distribution Date beginning with the affected
Class with the lowest numerical Class designation and then, if
necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the
respective percentages necessary to bring the Principal Balance of
such Class of Class B Certificates to zero. The Class B Prepayment
Percentages and the Class B Percentages of the remaining Classes of
Class B Certificates will be recomputed substituting for the
Subordinated Prepayment Percentage and Subordinated Percentage in such
computations the difference between (A) the Subordinated Prepayment
Percentage or Subordinated Percentage, as the case may be, and (B) the
percentages determined in accordance with the preceding sentence
necessary to bring the Principal Balances of the affected Classes of
Class B Certificates to zero; provided, however, that if the Principal
Balances of all the Classes of Class B Certificates eligible to
receive distributions of principal shall be reduced to zero on such
Distribution Date, the Class B Prepayment Percentage and the Class B
Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to
receive distributions of principal in accordance with this Section
shall equal the remainder of the Subordinated Prepayment Percentage
for such Distribution Date minus the sum of the Class B Prepayment
Percentages of the Classes of Class B Certificates having lower
numerical Class designations, if any, and the remainder of the
Subordinated Percentage for such Distribution Date minus the sum of
the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any
entitlement of any Class of Class B Certificates to principal payments
solely pursuant to this clause (ii) shall not cause such Class to be
regarded as being eligible to receive principal distributions for the
purpose of applying the definition of its Class B Percentage or Class
B Prepayment Percentage.
(e) On each Distribution Date other than the Final Distribution Date (if such
Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer,
distribute to each Certificateholder of record on the preceding Record Date
(other than as provided in Section 9.01 respecting the final distribution
to Certificateholders or in the last paragraph of this Section 4.01(e)
respecting the final distribution in respect of any Class) either in
immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder holds Certificates having a
Denomination at least equal to that specified in Section 11.23, and has so
notified the Master Servicer or, if applicable, the Paying Agent at least
seven Business Days prior to the Distribution Date or, if such Holder holds
Certificates having, in the aggregate, a Denomination less than the
requisite minimum Denomination or if such Holder holds the Class A-R
Certificate or has not so notified the Paying Agent, by check mailed to
such Holder at the address of such Holder appearing in the Certificate
Register, such Holder's share of the Class A Distribution Amount with
respect to each Class of Class A Certificates and the Class B Distribution
Amount with respect to each such Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Principal Balance of any Class of Class A Certificates (other than the
Class A-R Certificate) or the Principal Balance of any Class of Class B
Certificates would be reduced to zero, the Master Servicer shall, as soon as
practicable after the Determination Date relating to such Distribution Date,
send a notice to the Trust Administrator. The Trust Administrator will then send
a notice to each Certificateholder of such Class with a copy to the Certificate
Registrar, specifying that the final distribution with respect to such Class
will be made on such Distribution Date only upon the presentation and surrender
of such Certificateholder's Certificates at the office or agency of the Trust
Administrator therein specified; PROVIDED, HOWEVER, that the failure to give
such notice will not entitle a Certificateholder to any interest beyond the
interest payable with respect to such Distribution Date in accordance with
Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be
furnished by Certificateholders and any reductions to withholding by virtue
of any bilateral tax treaties and any applicable certification required to
be furnished by Certificateholders with respect thereto) from distributions
to be made to Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts
withheld pursuant to this Section 4.01(f) shall be treated as having been
distributed to the related Certificateholder for all purposes of this
Agreement. For the purposes of this paragraph, a "U.S. Person" is a citizen
or resident of the United States, a corporation or partnership (unless, in
the case of a partnership, Treasury regulations are adopted that provide
otherwise), created or organized in or under the laws of the United States,
any state thereof or the District of Columbia, including an entity treated
as a corporation or partnership for federal income tax purposes, an estate
whose income is subject to United States federal income tax regardless of
its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one
or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
Section 4.02 Allocation of Realized Losses.
(a) With respect to any Distribution Date, the principal portion of Realized
Losses (other than Debt Service Reductions, Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6
Principal Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5
Principal Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4
Principal Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3
Principal Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2
Principal Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1
Principal Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other
than the Class A-PO Certificates) and Class A-PO Certificates,
pro rata, based on the Non-PO Fraction and the PO Fraction,
respectively.
This allocation of Realized Losses will be effected through the reduction of the
applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal
loss and the PO Fraction for such Mortgage Loan. The principal portion of
any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses remaining after allocation to the Class A-PO Certificates in
accordance with the preceding sentence shall be allocated pro rata among
the Class A Certificates (other than the Class A-PO Certificates) and Class
B Certificates based on the Class A Non-PO Principal Balance and the Class
B Principal Balance, respectively. Any such loss allocated to the Class A
Certificates shall be allocated on the subsequent Determination Date among
the outstanding Classes of Class A Certificates (other than the Class A-PO
Certificates) in accordance with the Class A Loss Percentages as of such
Determination Date. Any such loss allocated to the Class B Certificates
shall be allocated pro rata among the outstanding Classes of Class B
Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates or Class B
Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) In the event that there is a Recovery of an amount in respect of principal
of a Mortgage Loan which had previously been allocated as a Realized Loss
to any Classes of Class A Certificates or any Classes of Class B
Certificates, each outstanding Class to which such Realized Loss had
previously been allocated shall be entitled to its share (with respect to
the Class A-PO Certificates, based on the PO Fraction of such Mortgage Loan
and, with respect to the Class A Certificates (other than the Class A-PO
Certificates) and Class B Certificates, based on their pro rata share of
the Non-PO Fraction of such Mortgage Loan) of such Recovery up to the
amount of such Realized Loss previously allocated to such Class on the
Distribution Date in the month following the month in which such recovery
is received. When the Principal Balance of a Class of Certificates has been
reduced to zero, such Class shall not be entitled to any share of such
Recovery. In the event that the amount of such Recovery exceeds the amount
of such Recovery allocated to each outstanding Class in accordance with the
preceding provisions, each outstanding Class shall be entitled to its pro
rata share (determined as described above) of such excess up to the amount
of any unrecovered Realized Loss previously allocated to such Class.
Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery occurs within two years of the realization of
such loss and (i) is the result of an event that would have given rise to
the repurchase of the related Mortgage Loan by the Seller pursuant to
Section 2.02 or 2.03, or (ii) represents in whole or part funds which the
applicable Servicer had received in respect of a Liquidated Loan but failed
to remit to the Certificate Account on or prior to the Business Day
preceding the Distribution Date following the Applicable Unscheduled
Principal Receipt Period in which the Mortgage Loan became a Liquidated
Loan, such Recovery may, at the sole discretion of the Master Servicer, be
treated as a repurchase or an Unscheduled Principal Receipt with respect to
such Mortgage Loan, as the case may be, the Realized Loss previously
recognized may be reversed and treated for all subsequent purposes as if it
had never occurred and the Master Servicer may make such adjustments to
interest or principal distributions on the Certificates and to the
principal balances of the Certificates as the Master Servicer in its good
faith judgment and sole discretion deems necessary or desirable to
effectuate the reversal of the Realized Loss and the treatment of such
amount as a repurchase or as an Unscheduled Principal Receipt, as the case
may be; provided that such actions do not result in the aggregate
distributions made in respect of each Class of Certificates whose principal
balances were previously reduced as a result of such Realized Loss being
less than such Class would have received if such Recovery had been
deposited in the Certificate Account on or prior to the Business Day
preceding the Distribution Date following the Applicable Unscheduled
Principal Receipt Period in which the Mortgage Loan became a Liquidated
Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses shall be allocated between (i) the Class A
Certificates and (ii) the Class B Certificates, pro rata based on the Class
A Interest Accrual Amount and the Class B Interest Accrual Amount for the
related Distribution Date, without regard to any reduction pursuant to this
sentence. Any such loss allocated to the Class A Certificates shall be
allocated among the outstanding Classes of Class A Certificates based on
their Class A Interest Percentages. Any such loss allocated to the Class B
Certificates will be allocated among the outstanding Classes of Class B
Certificates based on their Class B Interest Percentages. In addition,
after the Class B Principal Balance has been reduced to zero, the interest
portion of Realized Losses (other than Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses) will be allocated among the
outstanding Classes of Class A Certificates based on their Class A Interest
Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month
in which such loss was incurred with respect to the preceding Distribution
Date.
Section 4.03 Paying Agent.
(a) The Master Servicer hereby appoints the Trust Administrator as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements
required by Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trust
Administrator to execute and deliver to the Trust Administrator an instrument in
which such Paying Agent agrees with the Trust Administrator that such Paying
Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any
Periodic Advance for such Distribution Date, pursuant to Section 3.03 and
(ii) at or before 10:00 a.m., New York time, on the Business Day preceding
each Distribution Date, by wire transfer of immediately available funds,
(a) an amount equal to the Pool Distribution Amount, (b) Net Foreclosure
Profits, if any, with respect to such Distribution Date and (c) the amount
of any recovery in respect of a Realized Loss. The Master Servicer may
cause the Paying Agent to invest the funds in the Payment Account. Any such
investment shall be in Eligible Investments, which shall mature not later
than the Business Day preceding the related Distribution Date (unless the
Eligible Investments are obligations of the Trust Administrator, in which
case such Eligible Investments shall mature not later than the Distribution
Date), and shall not be sold or disposed of prior to maturity. All income
and gain realized from any such investment shall be for the benefit of the
Master Servicer and shall be subject to its withdrawal or order from time
to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment
Account that was not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
Section 4.04 Statements to Certificateholders; Report
to the Trust Administrator and the Seller.
Concurrently with each distribution pursuant to Section 4.01(e), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class of Class A
Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included
therein;
(ii) (a) the amount of such distribution to Holders of each Class of Class
A Certificates allocable to interest, (b) the amount of the Current
Class A Interest Distribution Amount allocated to each Class of Class
A Certificates, (c) any Class A Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class A
Unpaid Interest Shortfall with respect to each Class after giving
effect to such distribution, (d) the amount of any Non-Supported
Interest Shortfall allocated to each Class of Class A Certificates for
such Distribution Date and (e) the interest portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to each Class for such Distribution Date;
(iii) the amount of such distribution to Holders of each Class of Class B
Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included
therein;
(iv) the amount of such distribution to Holders of each Class of Class B
Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class
B Certificates, (c) any Class B Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class B
Unpaid Interest Shortfall with respect to each Class of Class B
Certificates after giving effect to such distribution, (d) the amount
of any Non-Supported Interest Shortfall allocated to each Class of
Class B Certificates for such Distribution Date, and (e) the interest
portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to each Class of Class B
Certificates for such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing
Agreements or this Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each Class of
Class A Certificates, the Class B Principal Balance and the Principal
Balance of each Class of Class B Certificates as of the following
Determination Date after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any,
allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO Portion), the
Pool Scheduled Principal Balance of the Mortgage Loans for such
Distribution Date and the aggregate Scheduled Principal Balance of the
Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage Loans
serviced by Norwest Mortgage and, collectively, by the Other Servicers
as of such Distribution Date;
(x) the Class A Percentage for the following Distribution Date (without
giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Mortgage Loans
in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through foreclosure or
grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud Loss
Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses allocated as of
such Distribution Date and the amount of such Realized Losses
constituting Excess Special Hazard Losses, Excess Fraud Losses or
Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each Class of
Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of Class B
Certificates has been reduced as a result of Realized Losses allocated
as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to which the
Servicer of such Mortgage Loan has determined not to foreclose because
it believes the related Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master Servicing Fees
paid (and not previously reported) with respect to the related
Distribution Date and the amount by which the aggregate Available
Master Servicer Compensation has been reduced by the Prepayment
Interest Shortfall for the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount, if any; and (xxiv) such other
customary information as the Master Servicer deems necessary or
desirable to enable Certificateholders to prepare their tax returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class of Class A
Certificates pursuant to clauses (i) and (ii) above and with respect to a Class
of Class B Certificates pursuant to clauses (iii) and (iv) above, the amounts
shall be expressed as a dollar amount per Class A or Class B Certificate (other
than the Class A-R Certificate) with a $1,000 Denomination, and as a dollar
amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder and the information set forth in clauses
(iii) and (iv)(a) above in the case of a Class B Certificateholder aggregated
for such calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trust
Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Distribution Amount with respect to
each Class of Class A Certificates and the Class B Distribution Amount with
respect to each Class of Class B Certificates. The determination by the Master
Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trust
Administrator and the Paying Agent shall be protected in relying upon the same
without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the Master
Servicer shall make available upon request to each Holder and each proposed
transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate such
additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
Section 4.05 Reports to Mortgagors and the Internal Revenue Service.
The Master Servicer shall, in each year beginning after the Cut-Off Date, make
the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trustee acquires an
interest in a Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan serviced by such
Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Servicers shall be in form and substance sufficient
to meet the reporting requirements imposed by Code Section 6050J. In addition,
each Servicer shall provide the Master Servicer with sufficient information to
allow the Master Servicer to, for each year ending after the Cut-Off Date,
provide, or cause to be provided, to the Internal Revenue Service and the
Mortgagors such information as is required under Code Sections 6050H (regarding
payment of interest) and 6050P (regarding cancellation of indebtedness).
Section 4.06 Reserve Amount.
(a) On the Closing Date, the Seller shall cause the initial Reserve Amount to
be deposited with the Trust Administrator. The Reserve Amount shall be
maintained by the Trust Administrator in accordance with this Section 4.06.
The initial Reserve Amount shall equal $6,250.00
(b) With respect to each Distribution Date, the Reserve Withdrawal Amount shall
be withdrawn by the Trust Administrator in accordance with this Section
4.06 and added to the Pool Distribution Amount.
(c) Notwithstanding anything herein to the contrary, on the Distribution Date
occurring in April 2000, the Reserve Amount remaining, if any, after the
withdrawal of the Reserve Withdrawal Amount for such Distribution Date,
will be distributed to the holder of the Class A-R Certificate.
Section 4.07 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer.
The Master Servicer will compute the amount of all distributions to be made on
the Certificates and all losses to be allocated to the Certificates. In the
event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates or the allocation of losses to the Certificates, the
interpretation of such provisions and any actions taken by the Master Servicer
in good faith to implement such interpretation shall be binding upon
Certificateholders.
<PAGE>
ARTICLE V.
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Class A and Class B Certificates shall be issued only in minimum
Denominations of a Single Certificate and, except for the Class A-PO and
Class A-R Certificates, integral multiples of $1,000 in excess thereof
(except, if necessary, for one Certificate of each Class (other than Class
A-PO and Class A-R Certificates) that evidences one Single Certificate plus
such additional principal portion as is required in order for all
Certificates of such Class to equal the aggregate Original Principal
Balance of such Class), and shall be substantially in the respective forms
set forth as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10,
A-11, A-12, A-13, A-14, A-15, A-16, A-17, A-18, A-19, A-20, A-21, A-PO,
A-R, B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse side of Certificates)
hereto. On original issue the Certificates shall be executed and delivered
by the Trust Administrator to or upon the order of the Seller upon receipt
by the Trust Administrator or the Custodian of the documents specified in
Section 2.01. The aggregate principal portion evidenced by the Class A and
Class B Certificates shall be the sum of the amounts specifically set forth
in the respective Certificates. The Certificates shall be executed by
manual or facsimile signature on behalf of the Trust Administrator by any
Responsible Officer thereof. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Trust Administrator shall bind the Trust Administrator notwithstanding that
such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Certificates or did not hold such
offices at the date of such Certificates. No Certificate shall be entitled
to any benefit under this Agreement, or be valid for any purpose, unless
manually countersigned by a Responsible Officer of the Trust Administrator,
or unless there appears on such Certificate a certificate of authentication
executed by the Authenticating Agent by manual signature, and such
countersignature or certificate upon a Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the
date of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section 5.07,
each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of [the
Clearing Agency] to the Seller or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in the
form of one or more typewritten certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing
Agency, and no Beneficial Owner will receive a definitive certificate
representing such Beneficial Owner's interest in the Book-Entry
Certificates, except as provided in Section 5.07. Unless and until
definitive, fully registered certificates ("Definitive Certificates") have
been issued to Beneficial Owners pursuant to Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force and
effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and the
Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates
and the taking of actions by the Holders of Book-Entry Certificates)
as the authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b) conflict
with any other provisions of this Agreement, the provisions of this
Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through the
Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and
agreements between such Beneficial Owners and the Clearing Agency
and/or the Clearing Agency Participants, and all references in this
Agreement to actions by Certificateholders shall, with respect to the
Book-Entry Certificates, refer to actions taken by the Clearing Agency
upon instructions from the Clearing Agency Participants, and all
references in this Agreement to distributions, notices, reports and
statements to Certificateholders shall, with respect to the Book-Entry
Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the
Book-Entry Certificates, as the case may be, for distribution to
Beneficial Owners in accordance with the procedures of the Clearing
Agency; and
(v) the initial Clearing Agency will make book-entry transfers among the
Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to
the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting actions
with the consent of, or at the direction of, Holders of Book-Entry Certificates
evidencing specified Voting Interests, such direction or consent shall be given
by Beneficial Owners having the requisite Voting Interests, acting through the
Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial Owners
pursuant to Section 5.07, copies of the reports or statements referred to in
Section 4.04 shall be available to Beneficial Owners upon written request to the
Trust Administrator at the Corporate Trust Office. Section 5.02 Registration of
Certificates.
(a) The Trust Administrator shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06
a Certificate Register in which, subject to such reasonable regulations as
it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates
as herein provided. The Trust Administrator shall act as, or shall appoint,
a Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any office or
agency maintained for such purpose pursuant to Section 5.06 (and subject to the
provisions of this Section 5.02) the Trust Administrator shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized Denominations of a like aggregate principal portion
or Percentage Interest and of the same Class upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trust Administrator shall execute, and shall date,
authenticate (or cause the Authenticating Agent to authenticate) and deliver,
the Certificates which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar or the Trust Administrator)
be duly endorsed by, or be accompanied by a written instrument of transfer in
form satisfactory to the Certificate Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of Certificates,
but the Trust Administrator or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by the
Certificate Registrar, the Trust Administrator or the Authenticating Agent in
accordance with their standard procedures.
(b) No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the registration requirements of the Securities Act of
1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under
said Act and laws. In the event that a transfer is to be made in reliance
upon an exemption from said Act or laws, (i) unless such transfer is made
in reliance on Rule 144A, the Trust Administrator or the Seller may, if
such transfer is to be made within three years after the later of (i) the
date of the initial sale of Certificates or (ii) the last date on which the
Seller or any affiliate thereof was a Holder of the Certificates proposed
to be transferred, require a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificateholder to deliver a written Opinion of Counsel acceptable to and
in form and substance satisfactory to the Trust Administrator and the
Seller, to the effect that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from
said Act and laws or is being made pursuant to said Act and laws, which
Opinion of Counsel shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer, and (ii) the Trust
Administrator shall require the transferee (other than an affiliate of the
Seller on the Closing Date) to execute an investment letter in the form of
Exhibit J hereto certifying to the Seller and the Trust Administrator the
facts surrounding such transfer, which investment letter shall not be an
expense of the Trust Administrator, the Trustee, the Seller or the Master
Servicer. The Holder of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trust Administrator, the Trustee, the Seller, the Master
Servicer and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made
in accordance with such federal and state laws. Neither the Seller nor the
Trust Administrator is under an obligation to register the Class A-PO,
Class B-4, Class B-5 or Class B-6 Certificates under said Act or any other
securities law.
(c) No transfer of a Class A-PO or Class B Certificate shall be made (other
than the transfer of the Class A-PO Certificates to an affiliate of the
Seller on the Closing Date) unless the Trust Administrator and the Seller
shall have received (i) a representation letter from the transferee in the
form of Exhibit J hereto, in the case of a Class A-PO, Class B-4, Class B-5
or Class B-6 Certificate, or in the form of Exhibit K hereto, in the case
of a Class B-1, Class B-2 or Class B-3 Certificate, to the effect that
either (a) such transferee is not an employee benefit plan or other
retirement arrangement subject to Title I of ERISA or Code Section 4975, or
a governmental plan, as defined in Section 3(32) of ERISA, subject to any
federal, state or local law ("Similar Law") which is to a material extent
similar to the foregoing provisions of ERISA or the Code (collectively, a
"Plan") and is not a person acting on behalf of or using the assets of any
such Plan, which representation letter shall not be an expense of the Trust
Administrator, the Trustee, the Seller or the Master Servicer or (b) with
respect to the Class B Certificates only, if such transferee is an
insurance company, (A) the source of funds used to purchase the Class B
Certificate is an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60
("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no Plan
with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all
other Plans maintained by the same employer (or affiliate thereof as
defined in Section V(a)(1) of PTE 95-60) or by the same employee
organization exceeds 10% of the total of all reserves and liabilities of
such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of
such Class B Certificates are covered by Sections I and III of PTE 95-60 or
(ii) in the case of any such Class A-PO or Class B Certificate presented
for registration in the name of a Plan, or a trustee of any such Plan, (A)
an Opinion of Counsel satisfactory to the Trust Administrator and the
Seller to the effect that the purchase or holding of such Class A-PO or
Class B Certificate will not result in the assets of the Trust Estate being
deemed to be "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the Trust
Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion
of Counsel shall not be an expense of the Trust Administrator, the Trustee,
the Seller or the Master Servicer and (B) such other opinions of counsel,
officer's certificates and agreements as the Seller or the Master Servicer
may require in connection with such transfer, which opinions of counsel,
officers' certificates and agreements shall not be an expense of the Trust
Administrator, the Trustee, the Seller or the Master Servicer. The Class
A-PO and Class B Certificates shall bear a legend referring to the
foregoing restrictions contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Class A-R
Certificate may be transferred directly or indirectly to a "disqualified
organization" within the meaning of Code Section 860E(e)(5) or an agent of
a disqualified organization (including a broker, nominee, or middleman), to
a Plan or a Person acting on behalf of or investing the assets of a Plan
(such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not
a Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R
Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trust
Administrator with an effective Internal Revenue Service Form 4224 or (iii)
is a Non-U.S. Person that has delivered to both the transferor and the
Trust Administrator an opinion of a nationally recognized tax counsel to
the effect that the transfer of the Class A-R Certificate to it is in
accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class A-R Certificate
will not be disregarded for federal income tax purposes (any such person
who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trust Administrator shall
not execute, and shall not authenticate (or cause the Authenticating Agent
to authenticate) and deliver, a new Class A-R Certificate in connection
with any such transfer to a disqualified organization or agent thereof
(including a broker, nominee or middleman), an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, and neither the Certificate Registrar nor the
Trust Administrator shall accept a surrender for transfer or registration
of transfer, or register the transfer of, the Class A-R Certificate, unless
the transferor shall have provided to the Trust Administrator an affidavit,
substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder,
which affidavit shall contain the consent of the transferee to any such
amendments of this Agreement as may be required to further effectuate the
foregoing restrictions on transfer of the Class A-R Certificate to
disqualified organizations, ERISA Prohibited Holders or Non-permitted
Foreign Holders. Such affidavit shall also contain the statement of the
transferee that (i) the transferee has historically paid its debts as they
have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated
by the residual interest, (iii) the transferee intends to pay taxes
associated with holding the residual interest as they become due and (iv)
the transferee will not transfer the Class A-R Certificate to any Person
who does not provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in any
portion of the Class A-R Certificate has been transferred, directly or
indirectly, to a disqualified organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Class A-R Certificate in constructive
trust for the last transferor who was not a disqualified organization or agent
thereof, and such transferor shall be restored as the owner of the Class A-R
Certificate as completely as if such transfer had never occurred, provided that
the Master Servicer may, but is not required to, recover any distributions made
to such transferee with respect to the Class A-R Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R Certificate or such agent (within 60 days of the
request therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R Certificate (or portion thereof) for periods after
such transfer. At the election of the Master Servicer, the cost to the Master
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Master Servicer shall
in no event be excused from furnishing such information.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trust Administrator or
the Authenticating Agent, or the Trust Administrator or the Authenticating Agent
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trust Administrator or the
Authenticating Agent such security or indemnity as may be required by them to
hold each of them harmless, then, in the absence of notice to the Trust
Administrator or the Authenticating Agent that such Certificate has been
acquired by a bona fide purchaser, the Trust Administrator shall execute and
authenticate (or cause the Authenticating Agent to authenticate) and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and principal portion or Percentage
Interest and of the same Class. Upon the issuance of any new Certificate under
this Section, the Trust Administrator or the Certificate Registrar may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expense (including the
fees and expenses of the Trust Administrator or the Authenticating Agent) in
connection therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the Trust
Estate, as if originally issued, whether or not the lost, stolen, or destroyed
Certificate shall be found at any time.
Section 5.04 Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of transfer, the
Seller, the Master Servicer, the Trustee, the Trust Administrator, the
Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
Section 5.05 Access to List of Certificateholders'
Names and Addresses.
(a) If the Trust Administrator is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trust
Administrator, within 15 days after receipt by the Certificate Registrar of
a request by the Trust Administrator in writing, a list, in such form as
the Trust Administrator may reasonably require, of the names and addresses
of the Certificateholders of each Class as of the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such
application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or
under the Certificates and is accompanied by a copy of the communication
which such applicants propose to transmit, then the Trust Administrator
shall, within five Business Days following the receipt of such application,
afford such applicants access during normal business hours to the most
recent list of Certificateholders held by the Trust Administrator. If such
a list is as of the date more than 90 days prior to the date of receipt of
such applicants' request and the Trust Administrator is not the Certificate
Registrar, the Trust Administrator shall promptly request from the
Certificate Registrar a current list as provided in paragraph (a) hereof,
and shall afford such applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate, agrees
with the Seller, the Master Servicer, the Certificate Registrar, the Trust
Administrator and the Trustee that neither the Seller, the Master Servicer,
the Certificate Registrar, the Trust Administrator nor the Trustee shall be
held accountable by reason of the disclosure of any such information as to
the names, addresses and Percentage Interests of the Certificateholders
hereunder, regardless of the source from which such information was
delivered.
Section 5.06 Maintenance of Office or Agency.
The Trust Administrator will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trust Administrator initially
designates the Corporate Trust Office and the principal corporate trust office
of the Authenticating Agent, if any, as its offices and agencies for said
purposes.
Section 5.07 Definitive Certificates.
If (i)(A) the Master Servicer advises the Trust Administrator in writing that
the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trust Administrator in writing that
it elects to terminate the book-entry system through the Clearing Agency or
(iii) after the occurrence of dismissal or resignation of the Master Servicer,
Beneficial Owners representing aggregate Voting Interests of not less than 51%
of the aggregate Voting Interests of each outstanding Class of Book-Entry
Certificates advise the Trust Administrator through the Clearing Agency and
Clearing Agency Participants in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Beneficial Owners the Trust Administrator shall notify the Beneficial Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Beneficial Owners requesting the
same. Upon surrender to the Trust Administrator by the Clearing Agency of the
Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trust Administrator shall execute and authenticate
Definitive Certificates for delivery at its Corporate Trust Office. The Master
Servicer shall arrange for, and will bear all costs of, the printing and
issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
Section 5.08 Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry Certificates
is required under this Agreement, unless and until Definitive Certificates shall
have been issued to Beneficial Owners pursuant to Section 5.07, the Trust
Administrator shall give all such notices and communications specified herein to
be given to Holders of Book-Entry Certificates to the Clearing Agency.
<PAGE>
ARTICLE VI.
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement and
undertaken hereunder by the Seller and the Master Servicer.
Section 6.02 Merger or Consolidation of the Seller or the Master Servicer.
Subject to the following paragraph, the Seller and the Master Servicer each will
keep in full effect its existence, rights and franchises as a corporation under
the laws of the jurisdiction of its incorporation, and will obtain and preserve
its qualification to do business as a foreign corporation in each jurisdiction
in which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or into any
Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which the
Seller or Master Servicer shall be a party, or any Person succeeding to the
business of the Seller or Master Servicer, shall be the successor of the Seller
or Master Servicer hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; PROVIDED, HOWEVER, that, in the case of the Master
Servicer, any such successor or resulting Person shall be qualified to service
mortgage loans for FNMA or FHLMC.
Section 6.03 Limitation on Liability of the Seller,
the Master Servicer and Others.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of the
partners, directors, officers, employees or agents of any of them shall be under
any liability to the Trust Estate or the Certificateholders and all such Persons
shall be held harmless for any action taken or for refraining from the taking of
any action in good faith pursuant to this Agreement, or for errors in judgment;
PROVIDED, HOWEVER, that this provision shall not protect any such Person against
any breach of warranties or representations made herein or against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Seller, the Master Servicer, any
subcontractor, and any partner, director, officer, employee or agent of any of
them shall be entitled to indemnification by the Trust Estate and will be held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of his or its duties hereunder or by
reason of reckless disregard of his or its obligations and duties hereunder. The
Seller, the Master Servicer and any of the directors, officers, employees or
agents of either may rely in good faith on any document of any kind which, PRIMA
FACIE, is properly executed and submitted by any Person respecting any matters
arising hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; PROVIDED, HOWEVER, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A and Class B Certificates in the same manner as
Realized Losses are allocated pursuant to Section 4.02(a).
Section 6.04 Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
Section 6.05 Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06 Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights, benefits or
privileges under this Agreement to any other Person, or delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by the Master Servicer without
the prior written consent of the Trustee and the Trust Administrator, and any
agreement, instrument or act purporting to effect any such assignment, transfer,
delegation or appointment shall be void. Notwithstanding the foregoing, the
Master Servicer shall have the right without the prior written consent of the
Trustee or the Trust Administrator (i) to assign its rights and delegate its
duties and obligations hereunder; PROVIDED, HOWEVER, that (a) the purchaser or
transferee accepting such assignment or delegation is qualified to service
mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee and the Trust
Administrator, in the exercise of its reasonable judgment, and executes and
delivers to the Trustee and the Trust Administrator an agreement, in form and
substance reasonably satisfactory to the Trustee and the Trust Administrator,
which contains an assumption by such purchaser or transferee of the due and
punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer hereunder from and after the date
of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, Trust Administrator or the Seller under this Agreement, incurred by it
prior to the time that the conditions contained in clause (i) above are met.
Section 6.07 Indemnification of Trustee, Trust Administrator
and Seller by Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee, the Trust
Administrator and the Seller and any director, officer or agent thereof against
any loss, liability or expense, including reasonable attorney's fees, arising
out of, in connection with or incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties of the Master Servicer under
this Agreement or by reason of reckless disregard of its obligations and duties
under this Agreement. Any payment pursuant to this Section made by the Master
Servicer to the Trustee, the Trust Administrator or the Seller shall be from
such entity's own funds, without reimbursement therefor. The provisions of this
Section 6.07 shall survive the termination of this Agreement.
Section 6.08 Master Servicer Covenants Concerning Year 2000 Compliance.
The Master Servicer covenants that it is working to modify its computer and
other systems used in the performance of its duties as Master Servicer for the
Certificates to operate in a manner such that, on and after January 1, 2000, the
Master Servicer can perform its duties in accordance with the terms of this
Agreement.
<PAGE>
ARTICLE VII.
DEFAULT
Section 7.01 Events of Default.
In case one or more of the following Events of Default by the Master Servicer
shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause
to be distributed to Certificateholders any payment required to be
made by the Master Servicer under the terms of this Agreement which,
in either case, continues unremedied for a period of three business
days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or to the Master Servicer and the Trustee by
the holders of Certificates evidencing in the aggregate not less than
25% of the aggregate Voting Interest represented by all Certificates;
or
(ii) any failure on the part of the Master Servicer duly to observe or
perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or
in this Agreement which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer by
the Trustee, or to the Master Servicer and the Trustee by the holders
of Certificates evidencing in the aggregate not less than 25% of the
aggregate Voting Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a
period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a trustee,
conservator, receiver or liquidator or liquidating committee in any
bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or
relating to the Master Servicer, or of or relating to all or
substantially all of its property; or
(v) the Master Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute,
make an assignment for the benefit of its creditors or voluntarily
suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all or
substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge
into it, such that the resulting entity does not meet the criteria for
a successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it becomes
ineligible to service for both FNMA and FHLMC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator
on behalf of the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02 Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of Default
shall not have been remedied, the Trustee, in addition to the rights specified
in Section 7.01, shall have the right, in its own name as trustee of an express
trust, to take all actions now or hereafter existing at law, in equity or by
statute to enforce its rights and remedies and to protect the interests, and
enforce the rights and remedies, of the Certificateholders (including the
institution and prosecution of all judicial, administrative and other
proceedings and the filing of proofs of claim and debt in connection therewith).
Except as otherwise expressly provided in this Agreement, no remedy provided for
by this Agreement shall be exclusive of any other remedy, and each and every
remedy shall be cumulative and in addition to any other remedy and no delay or
omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Event of Default.
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; PROVIDED,
HOWEVER, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default.
In the event that the Trustee or the Trust Administrator shall have knowledge of
any failure of the Master Servicer specified in Section 7.01(i) or (ii) which
would become an Event of Default upon the Master Servicer's failure to remedy
the same after notice, the Trustee or the Trust Administrator may, but need not
if the Trustee or the Trust Administrator, as the case may be, deems it not in
the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder. Section 7.05 Trust Administrator
to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to Section 7.01
or the Trustee or the Trust Administrator receives the resignation of the Master
Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trust
Administrator on behalf of the Trustee shall be the successor in all respects to
the Master Servicer in its capacity as master servicer under this Agreement and
the transactions set forth or provided for herein and shall have the rights and
powers and be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof and in its capacity as such successor shall have the same limitation of
liability herein granted to the Master Servicer. In the event that the Trust
Administrator is succeeding to the Master Servicer as the Master Servicer, as
compensation therefor, the Trust Administrator shall be entitled to receive
monthly such portion of the Master Servicing Fee, together with such other
servicing compensation as is agreed to at such time by the Trust Administrator
and the Master Servicer, but in no event more than 25% thereof until the date of
final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trust Administrator may, if it shall be unwilling
to so act, or shall, if it is unable to so act or to obtain a qualifying bid as
described below, appoint, or petition a court of competent jurisdiction to
appoint, any housing and home finance institution, bank or mortgage servicing
institution having a net worth of not less than $10,000,000 and meeting such
other standards for a successor servicer as are set forth herein, as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder;
PROVIDED, HOWEVER, that until such a successor master servicer is appointed and
has assumed the responsibilities, duties and liabilities of the Master Servicer
hereunder, the Trust Administrator shall continue as the successor to the Master
Servicer as provided above. The compensation of any successor master servicer so
appointed shall not exceed the compensation specified in Section 6.05 hereof. In
the event the Trust Administrator is required to solicit bids as provided above,
the Trust Administrator shall solicit, by public announcement, bids from housing
and home finance institutions, banks and mortgage servicing institutions meeting
the qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review. Section 7.06 Notification to
Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor master
servicer, in each case as provided herein, the Trust Administrator shall give
prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trust Administrator shall
also, within 45 days after the occurrence of any Event of Default known to the
Trust Administrator, give written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register, unless such Event of
Default shall have been cured or waived within said 45-day period.
<PAGE>
ARTICLE VIII.
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator.
The Trustee and the Trust Administrator, prior to the occurrence of an Event of
Default and after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has not
been cured), the Trustee and the Trust Administrator, subject to the provisions
of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in its exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee and the Trust Administrator, which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; PROVIDED, HOWEVER, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee and the
Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; PROVIDED, HOWEVER, that:
(i) Prior to the occurrence of an Event of Default and after the curing of
all such Events of Default which may have occurred, the duties and
obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the
Trustee and the Trust Administrator shall not be liable except for the
performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be
read into this Agreement against the Trustee and the Trust
Administrator and, in the absence of bad faith on the part of the
Trustee and the Trust Administrator, the Trustee and the Trust
Administrator may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and the Trust
Administrator, and conforming to the requirements of this Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally liable
with respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of holders of
Certificates which evidence in the aggregate not less than 25% of the
Voting Interest represented by all Certificates relating to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee and the Trust Administrator, or exercising any trust or
power conferred upon the Trustee and the Trust Administrator, under
this Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable for any
error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or
the Trust Administrator or such Responsible Officer, as the case may
be, was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the Trustee or
the Trust Administrator to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers if there is reasonable ground
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. Section 8.02 Certain Matters
Affecting the Trustee and the Trust Administrator.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may request and rely
and shall be protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors or any
other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by
the proper party or parties and the manner of obtaining consents and
evidencing the authorization of the execution thereof shall be subject
to such reasonable regulations as the Trustee or Trust Administrator,
as applicable, may prescribe;
(ii) Each of the Trustee and the Trust Administrator may consult with
counsel, and any written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall be
personally liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;
(iv) Subject to Section 7.04, the Trust Administrator shall not be
accountable, shall have no liability and makes no representation as to
any acts or omissions hereunder of the Master Servicer until such time
as the Trust Administrator may be required to act as Master Servicer
pursuant to Section 7.05 and thereupon only for the acts or omissions
of the Trust Administrator as successor Master Servicer; and
(v) Each of the Trustee and the Trust Administrator may execute any of the
trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
Section 8.03 Neither Trustee nor Trust Administrator
Required to Make Investigation.
Prior to the occurrence of an Event of Default hereunder and after the curing of
all Events of Default which may have occurred, neither the Trustee nor the Trust
Administrator shall be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, Mortgage, Mortgage Note or
other paper or document (provided the same appears regular on its face), unless
requested in writing to do so by holders of Certificates evidencing in the
aggregate not less than 51% of the Voting Interest represented by all
Certificates; PROVIDED, HOWEVER, that if the payment within a reasonable time to
the Trustee or the Trust Administrator of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Trust Administrator, not reasonably assured to the
Trustee or the Trust Administrator by the security afforded to it by the terms
of this Agreement, the Trustee or the Trust Administrator may require reasonable
indemnity against such expense or liability as a condition to so proceeding. The
reasonable expense of every such investigation shall be paid by the Master
Servicer or, if paid by the Trustee or the Trust Administrator, shall be repaid
by the Master Servicer upon demand.
Section 8.04 Neither Trustee nor Trust Administrator
Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
Section 8.05 Trustee and Trust Administrator May Own Certificates.
Each of the Trustee, the Trust Administrator and any agent thereof, in its
individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent and may transact banking and/or trust business with
the Seller, the Master Servicer or their Affiliates.
Section 8.06 The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to each of the Trustee and the
Trust Administrator from time to time, and each of the Trustee and the Trust
Administrator shall be entitled to receive, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee or the Trust Administrator, as the
case may be, and the Master Servicer will pay or reimburse the Trustee or the
Trust Administrator, as the case may be, upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith.
Section 8.07 Eligibility Requirements.
Each of the Trustee and the Trust Administrator hereunder shall at all times (i)
be a corporation or association having its principal office in a state and city
acceptable to the Seller, organized and doing business under the laws of such
state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
Section 8.08. Resignation and Removal.
Either of the Trustee or the Trust Administrator may at any time resign and be
discharged from the trust hereby created by giving written notice of resignation
to the Master Servicer, such resignation to be effective upon the appointment of
a successor trustee or trust administrator. Upon receiving such notice of
resignation, the Master Servicer shall promptly appoint a successor trustee or
trust administrator by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee or trust administrator shall have been
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Trust Administrator, as the case
may be, may petition any court of competent jurisdiction for the appointment of
a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to be eligible
in accordance with the provisions of Section 8.07 and shall fail to resign after
written request for its resignation by the Master Servicer, or if at any time
the Trustee or the Trust Administrator shall become incapable of acting, or an
order for relief shall have been entered in any bankruptcy or insolvency
proceeding with respect to such entity, or a receiver of such entity or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or the Trust Administrator or of the property or affairs of the
Trustee or the Trust Administrator for the purpose of rehabilitation, conversion
or liquidation, or the Master Servicer shall deem it necessary in order to
change the situs of the Trust Estate for state tax reasons, then the Master
Servicer shall remove the Trustee and/or the Trust Administrator, as the case
may be, and appoint a successor trustee and/or successor trust administrator by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the Trustee or Trust Administrator so removed and one copy to the
successor trustee or successor trust administrator, as the case may be.
The Holders of Certificates evidencing in the aggregate not less than 51% of the
Voting Interests represented by all Certificates (except that any Certificate
registered in the name of the Seller, the Master Servicer or any affiliate
thereof will not be taken into account in determining whether the requisite
Voting Interests has been obtained) may at any time remove the Trustee and/or
the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator and
appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
Section 8.09 Successor.
Any successor trustee or successor trust administrator appointed as provided in
Section 8.08 shall execute, acknowledge and deliver to the Master Servicer and
to its predecessor trustee or trust administrator, as the case may be, an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee or trust administrator shall become
effective, and such successor, without any further act, deed or reconveyance,
shall become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with like effect as if originally named as trustee or
trust administrator, as the case may be, herein. The predecessor trustee or
trust administrator shall deliver to its successor all Owner Mortgage Loan Files
and related documents and statements held by it hereunder (other than any Owner
Mortgage Loan Files at the time held by a Custodian, which Custodian shall
become the agent of any successor trustee hereunder), and the Seller, the Master
Servicer and the predecessor entity shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee or successor trust
administrator, as the case may be, all such rights, powers, duties and
obligations. No successor shall accept appointment as provided in this Section
unless at the time of such acceptance such successor shall be eligible under the
provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this Section, the
Master Servicer shall mail notice of the succession of such trustee or trust
administrator hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Master Servicer fails to mail such
notice within ten days after acceptance of the successor trustee or successor
trust administrator, as the case may be, the successor trustee or trust
administrator shall cause such notice to be mailed at the expense of the Master
Servicer.
Section 8.10 Merger or Consolidation.
Any Person into which either the Trustee or the Trust Administrator may be
merged or converted or with which it may be consolidated, to which it may sell
or transfer its corporate trust business and assets as a whole or substantially
as a whole or any Person resulting from any merger, sale, transfer, conversion
or consolidation to which the Trustee or the Trust Administrator shall be a
party, or any Person succeeding to the business of such entity, shall be the
successor of the Trustee or Trust Administrator, as the case may be, hereunder;
PROVIDED, HOWEVER, that (i) such Person shall be eligible under the provisions
of Section 8.07, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, and (ii) the Trustee or the Trust Administrator, as the case
may be, shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject the REMIC to federal, state or local tax or cause the REMIC to fail
to qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of
the Trustee or the Trust Administrator, as the case may be.
Section 8.11 Authenticating Agent.
The Trust Administrator may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trust Administrator in authenticating
Certificates. Wherever reference is made in this Agreement to the authentication
of Certificates by the Trust Administrator or the Trust Administrator's
countersignature, such reference shall be deemed to include authentication on
behalf of the Trust Administrator by the Authenticating Agent and a certificate
of authentication executed on behalf of the Trust Administrator by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Authenticating Agent shall be a
party, or any corporation succeeding to the corporate agency business of the
Authenticating Agent, shall be the Authenticating Agent without the execution or
filing of any paper or any further act on the part of the Trust Administrator or
the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Trust Administrator,
the Seller and the Master Servicer. The Trust Administrator may at any time
terminate the agency of the Authenticating Agent by giving written notice
thereof to the Authenticating Agent, the Seller and the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trust Administrator promptly shall appoint
a successor Authenticating Agent, which shall be acceptable to the Master
Servicer, and shall give written notice of such appointment to the Seller, and
shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trust Administrator. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
Section 8.12 Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; PROVIDED, HOWEVER, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the Trustee,
in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as
Trustee hereunder or as successor to the Master Servicer hereunder)
the Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Estate or any portion
thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be personally
liable by reason of any act or omission of any other separate trustee
or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee to the extent permitted by law, without the appointment of a new or
successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 8.07 hereunder and no notice
to Certificateholders of the appointment thereof shall be required under Section
8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent necessary
to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the co-trustees to
the extent, and in accordance with the standards, specified in Section 8.06
hereof.
Section 8.13 Appointment of Custodians.
The Trust Administrator may at any time on or after the Closing Date, with the
consent of the Master Servicer and the Seller, appoint one or more Custodians to
hold all or a portion of the Owner Mortgage Loan Files as agent for the Trust
Administrator, by entering into a Custodial Agreement. Subject to this Article
VIII, the Trust Administrator agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).
Section 8.14 Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee, the Trust Administrator and the Master Servicer
covenants and agrees that it shall perform its duties hereunder in a manner
consistent with the REMIC Provisions and shall not knowingly take any
action or fail to take any action that would (i) affect the determination
of the Trust Estate's status as a REMIC; or (ii) cause the imposition of
any federal, state or local income, prohibited transaction, contribution or
other tax on either the REMIC or the Trust Estate. The Master Servicer, or,
in the case of any tax return or other action required by law to be
performed directly by the Trust Administrator, the Trust Administrator,
shall (i) prepare or cause to be prepared, timely cause to be signed by the
Trustee and file or cause to be filed annual federal and applicable state
and local income tax returns using a calendar year as the taxable year for
the REMIC and the accrual method of accounting; (ii) in the first such
federal tax return, make, or cause to be made, elections satisfying the
requirements of the REMIC Provisions, on behalf of the Trust Estate, to
treat the Trust Estate as a REMIC; (iii) prepare, execute and forward, or
cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the REMIC, as
and when required to be provided to the Certificateholders, and to the
Internal Revenue Service and any other relevant governmental taxing
authority in accordance with the REMIC Provisions and any other applicable
federal, state or local laws, including without limitation information
reports relating to "original issue discount" and "market discount" as
defined in the Code based upon the issue prices, prepayment assumption and
cash flows provided by the Seller to the Trust Administrator and calculated
on a monthly basis by using the issue prices of the Certificates; (iv) make
available information necessary for the application of any tax imposed on
transferors of residual interests to "disqualified organizations" (as
defined in the REMIC Provisions); (v) file Forms SS-4 and 8811 and respond
to inquiries by Certificateholders or their nominees concerning information
returns, reports or tax returns; (vi) maintain (or cause to be maintained
by the Servicers) such records relating to the REMIC, including but not
limited to the income, expenses, individual Mortgage Loans (including REO
Mortgage Loans, other assets and liabilities of the REMIC, and the fair
market value and adjusted basis of the REMIC property determined at such
intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable
care not to allow the creation of any "interests" in the REMIC within the
meaning of Code Section 860D(a)(2) other than the interests represented by
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13,
Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19,
Class A-20, Class A-21, Class A-PO, Class A-R, Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Certificates; (viii) exercise
reasonable care not to allow the occurrence of any "prohibited
transactions" within the meaning of Code Section 860F(a), unless the Master
Servicer shall have provided an Opinion of Counsel to the Trustee that such
occurrence would not (a) result in a taxable gain, (b) otherwise subject
either the Trust Estate or the REMIC to tax or (c) cause the Trust Estate
to fail to qualify as a REMIC; (ix) exercise reasonable care not to allow
the REMIC to receive income from the performance of services or from assets
not permitted under the REMIC Provisions to be held by a REMIC; (x) pay (on
behalf of the REMIC) the amount of any federal income tax, including,
without limitation, prohibited transaction taxes, taxes on net income from
foreclosure property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the REMIC, when and as the same shall be due
and payable (but such obligation shall not prevent the Master Servicer or
any other appropriate Person from contesting any such tax in appropriate
proceedings and shall not prevent the Master Servicer from withholding or
depositing payment of such tax, if permitted by law, pending the outcome of
such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the REMIC within the
meaning of Treasury Regulations Section 1.860F-4(d), and the Master
Servicer is hereby designated as agent of the Class A-R Certificateholder
for such purpose (or if the Master Servicer is not so permitted, the Holder
of the Class A-R Certificate shall be a tax matters person in accordance
with the REMIC Provisions). The Master Servicer shall be entitled to be
reimbursed pursuant to Section 3.02 for any taxes paid by it pursuant to
clause (x) of the preceding sentence, except to the extent that such taxes
are imposed as a result of the bad faith, willful misfeasance or gross
negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee's sole duties with respect to the REMIC are to sign
the tax returns referred to in clause (i) of the second preceding sentence
and comply with the written directions from the Master Servicer or the
Trust Administrator.
In order to enable the Master Servicer, the Trust Administrator or the Trustee,
as the case may be, to perform its duties as set forth above, the Seller shall
provide, or cause to be provided, to the Master Servicer within ten days after
the Closing Date all information or data that the Master Servicer determines to
be relevant for tax purposes to the valuations and offering prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to the
Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trust Administrator prepares any of the federal, state and local tax returns
of the REMIC as described above, the Trust Administrator hereby indemnifies the
Seller, the Master Servicer and the Trustee for any losses, liabilities,
damages, claims or expenses of the Seller, the Master Servicer or the Trustee
arising from the Trust Administrator's willful misfeasance, bad faith or
negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each of the
Master Servicer, the Trust Administrator and the Trustee shall pay from its
own funds, without any right of reimbursement therefor, the amount of any
costs, liabilities and expenses incurred by the Trust Estate (including,
without limitation, any and all federal, state or local taxes, including
taxes imposed on "prohibited transactions" within the meaning of the REMIC
Provisions) if and to the extent that such costs, liabilities and expenses
arise from a failure of the Master Servicer, the Trust Administrator or the
Trustee to, respectively, perform its obligations under this Section 8.14.
Section 8.15 Monthly Advances.
In the event that Norwest Mortgage fails to make a Periodic Advance required to
be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trust Administrator shall make a Periodic Advance as
required by Section 3.03 hereof; PROVIDED, HOWEVER, the Trust Administrator
shall not be required to make such Periodic Advances if prohibited by law or if
it determines that such Periodic Advance would be a Nonrecoverable Advance. With
respect to those Periodic Advances which should have been made by Norwest
Mortgage, the Trust Administrator shall be entitled, pursuant to Section
3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the Certificate Account
for Periodic Advances and Nonrecoverable Advances made by it.
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance.
The Trustee covenants that it is working to modify its computer and other
systems used in the performance of its duties as trustee for the Certificates to
operate in a manner such that, on and after January 1, 2000, the Trustee can
perform its duties in accordance with the terms of this Agreement.
Section 8.17 Trust Administrator Covenants Concerning Year 2000 Compliance.
The Trust Administrator covenants that it is working to modify its computer and
other systems used in the performance of its duties as trust administrator for
the Certificates to operate in a manner such that, on and after January 1, 2000,
the Trust Administrator can perform its duties in accordance with the terms of
this Agreement.
<PAGE>
ARTICLE IX.
TERMINATION
Section 9.01 Termination upon Purchase by the Seller
or Liquidation of All Mortgage Loans.
Subject to Section 9.02, the respective obligations and responsibilities of the
Seller, the Master Servicer, the Trust Administrator and the Trustee created
hereby (other than the obligation of the Trust Administrator to make certain
payments after the Final Distribution Date to Certificateholders and the
obligation of the Master Servicer to send certain notices as hereinafter set
forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
PROVIDED, HOWEVER, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate pursuant
to clause (i) of the preceding paragraph are subject to Section 9.02 and
conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans as
of the Final Distribution Date being less than the amount set forth in Section
11.22. In the case of any purchase by the Seller pursuant to said clause (i),
the Seller shall provide to the Trust Administrator the certification required
by Section 3.04 and the Trust Administrator and the Custodian shall, promptly
following payment of the purchase price, release to the Seller the Owner
Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which shall
be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trust Administrator
for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer (if it is exercising its right to purchase the assets of
the Trust Estate) or by the Trust Administrator (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trust Administrator
therein designated, (B) the amount of any such final payment and (C) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made (except in the case of any Class A Certificate surrendered
on a prior Distribution Date pursuant to Section 4.01) only upon presentation
and surrender of the Certificates at the office or agency of the Trust
Administrator therein specified. If the Master Servicer is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust Administrator
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class A-R Certificate, the amounts, if any, which remain on deposit in
the Certificate Account (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trust Administrator of any Periodic
Advances, is insufficient to pay in full the amounts set forth in clauses (i),
(ii) and (iii) of this paragraph, then any shortfall in the amount available for
distribution to Certificateholders shall be allocated in reduction of the
amounts otherwise distributable on the Final Distribution Date in the same
manner as Realized Losses are allocated pursuant to Sections 4.02(b) and 4.02(g)
hereof. Such distribution on the Final Distribution Date shall be in lieu of the
distribution otherwise required to be made on such Distribution Date in respect
of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trust Administrator shall on such date cause
all funds, if any, in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer (if
it exercised its right to purchase the assets of the Trust Estate) or the Trust
Administrator (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within three months
after the second notice all the Certificates shall not have been surrendered for
cancellation, the Trust Administrator may take appropriate steps, or may appoint
an agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds on deposit in such escrow account.
Section 9.02 Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trust Administrator has received an Opinion of Counsel to the effect
that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of
complete liquidation of the REMIC as of the date of such notice (or,
if earlier, the date on which the first such notice is mailed to
Certificateholders). The Master Servicer shall also specify such date
in a statement attached to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and
shall distribute such cash within 90 days of such adoption in the
manner specified in Section 9.01.
<PAGE>
ARTICLE X.
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to time
by the Seller, the Master Servicer, the Trust Administrator and the
Trustee, without the consent of any of the Certificateholders, (i) to cure
any ambiguity or mistake, (ii) to correct or supplement any provisions
herein or therein which may be inconsistent with any other provisions
herein or therein, (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the
qualification of the Trust Estate as a REMIC at all times that any
Certificates are outstanding or to avoid or minimize the risk of the
imposition of any federal tax on the Trust Estate or the REMIC pursuant to
the Code that would be a claim against the Trust Estate, provided that (a)
the Trustee and the Trust Administrator have received an Opinion of Counsel
to the effect that such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any
such tax and (b) such action shall not, as evidenced by such Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, (iv) to change the timing and/or nature of deposits into
the Certificate Account provided that (a) such change shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder and (b) such change shall
not adversely affect the then-current rating of the Certificates as
evidenced by a letter from each Rating Agency to such effect, (v) to
modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that
the Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither
adversely affect the rating on the Certificates nor give rise to a risk
that either the Trust Estate or the REMIC or any of the Certificateholders
will be subject to a tax caused by a transfer to a non-permitted transferee
and (vi) to make any other provisions with respect to matters or questions
arising under this Agreement or such Custodial Agreement which shall not be
materially inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to time
by the Seller, the Master Servicer, the Trust Administrator and the Trustee with
the consent of the Holders of Certificates evidencing in the aggregate not less
than 66-2/3% of the aggregate Voting Interests of each Class of Certificates
affected thereby for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or such Custodial
Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; PROVIDED, HOWEVER, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interest of the Holders of Certificates of any Class in a
manner other than as described in clause (i) hereof without the consent of
Holders of Certificates of such Class evidencing, as to such Class, Voting
Interests aggregating not less than 66-2/3% or (iii) reduce the aforesaid
percentage of Certificates of any Class the Holders of which are required to
consent to any such amendment, without the consent of the Holders of all
Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, neither the Trustee
nor the Trust Administrator shall consent to any amendment to this Agreement
unless it shall have first received an Opinion of Counsel to the effect that
such amendment will not subject the REMIC to tax or cause the Trust Estate to
fail to qualify as a REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trust Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the Master
Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trust Administrator or the Trustee;
PROVIDED, HOWEVER, (i) that such amendment does not conflict with any
provisions of the related Servicing Agreement, (ii) that the related
Servicing Agreement provides for the remittance of each type of Unscheduled
Principal Receipts received by such Servicer during the Applicable
Unscheduled Principal Receipt Period (as so amended) related to each
Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment
is for the purpose of:
(i) changing the Applicable Unscheduled Principal Receipt Period for
Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period with respect
to all Unscheduled Principal Receipts; or
(ii) changing the Applicable Unscheduled Principal Receipt Period for all
Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period
with respect to Full Unscheduled Principal Receipts and to a Prior
Month Receipt Period with respect to Partial Unscheduled Principal
Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b) shall be
promptly forwarded to the Trust Administrator.
Section 10.02 Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable recording
office) is subject to recordation in all appropriate public offices for real
property records in all the towns or other comparable jurisdictions in which any
or all of the Mortgaged Properties are situated, and in any other appropriate
public office or elsewhere, such recordation to be effected by the Master
Servicer and at its expense on direction by the Trust Administrator, but only
upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust Estate, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust Estate, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.
Except as otherwise expressly provided herein, no Certificateholder, solely by
virtue of its status as a Certificateholder, shall have any right to vote or in
any manner otherwise control the operation and management of the Trust Estate,
or the obligations of the parties hereto, nor shall anything herein set forth,
or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder, shall
have any right by virtue or by availing of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trust Administrator a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
evidencing not less than 25% of the Voting Interest represented by all
Certificates shall have made written request upon the Trust Administrator to
institute such action, suit or proceeding in its own name as Trust Administrator
hereunder and shall have offered to the Trust Administrator such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trust Administrator, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trust Administrator, that no one or more
Holders of Certificates shall have any right in any manner whatever by virtue or
by availing of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Agreement, except in the manner herein provided and
for the benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section, each and every Certificateholder and the Trust
Administrator shall be entitled to such relief as can be given either at law or
in equity.
Section 10.04 Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State of
New York (without regard to conflicts of laws principles), and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws.
Section 10.05 Notices.
All demands, notices and communications hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Seller, (ii) in the case of the
Master Servicer, to Norwest Bank Minnesota, National Association, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Vice President or such other
address as may hereafter be furnished to the Seller and the Trustee in writing
by the Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust
Office and (iv) in the case of the Trust Administrator, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee or the Trust Administrator, in
each case Attention: Corporate Trust Department. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice, PROVIDED, HOWEVER, that any demand, notice
or communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by an
officer of the Master Servicer, the Master Servicer shall not be deemed to have
knowledge of any act or failure to act of any Servicer unless notified thereof
in writing by the Trustee, the Trust Administrator, such Servicer or a
Certificateholder.
Section 10.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
Section 10.07 Special Notices to Rating Agencies.
(a) The Trust Administrator shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to Section
5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and delegation of
its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section 6.04;
(v) the occurrence of any of the Events of Default described in Section
7.01;
(vi) any notice of termination given to the Master Servicer pursuant to
Section 7.01; (vii) the appointment of any successor to the Master
Servicer pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency of the
occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust Administrator
pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust administrator
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction of 50%
or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04. Section 10.08 Covenant
of Seller.
The Seller shall not amend Article Third of its Certificate of Incorporation
without the prior written consent of each Rating Agency rating the Certificates.
Section 10.09 Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of its
right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI.
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 6.750% per annum.
Section 11.02 Cut-Off Date.
The Cut-Off Date for the Certificates is April 1, 1999.
Section 11.03 Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $500,265,934.22.
Section 11.04 Original Class A Percentage.
The Original Class A Percentage is 95.96059971%.
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 $ 99,414,000.00
Class A-2 $ 78,768,000.00
Class A-3 $ 2,605,000.00
Class A-4 $ 1,640,000.00
Class A-5 $ 2,208,000.00
Class A-6 $ 1,908,000.00
Class A-7 $ 1,640,000.00
Class A-8 $ 3,627,000.00
Class A-9 $ 5,320,000.00
Class A-10 $ 2,067,000.00
Class A-11 $ 4,877,000.00
Class A-12 $ 3,695,000.00
Class A-13 $ 9,195,000.00
Class A-14 $ 500,000.00
Class A-15 $ 750,000.00
Class A-16 $ 750,000.00
Class A-17 $ 100,000,000.00
Class A-18 $ 49,457,000.00
Class A-19 $ 49,457,000.00
Class A-20 $ 10,001,000.00
Class A-21 $ 47,500,000.00
Class A-PO $ 4,876,053.95
Class A-R $ 100.00
Section 11.06 Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $475,379,100.00
Section 11.07 Original Subordinated Percentage.
The Original Subordinated Percentage is 4.03940029%.
Section 11.08 Original Class B-1 Percentage.
The Original Class B-1 Percentage is 2.32281693%.
Section 11.09 Original Class B-2 Percentage.
The Original Class B-2 Percentage is 0.70691795%.
Section 11.10 Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.30279181%.
Section 11.11 Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.30299367%.
Section 11.12 Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.17178389%.
Section 11.13 Original Class B-6 Percentage.
The Original Class B-6 Percentage is 0.23209604%.
Section 11.14 Original Class B Principal Balance.
The Original Class B Principal Balance is $20,010,780.27.
Section 11.15 Original Principal Balances of the
Classes of Class B Certificates.
As to the following Classes of Class B Certificate, the Principal Balance of
such Class as of the Cut-Off Date, is as follows:
ORIGINAL
CLASS PRINCIPAL BALANCE
----- -----------------
Class B-1 $ 11,507,000.00
Class B-2 $ 3,502,000.00
Class B-3 $ 1,500,000.00
Class B-4 $ 1,501,000.00
Class B-5 $ 851,000.00
Class B-6 $ 1,149,780.27
Section 11.16 Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 1.71658336%.
Section 11.17 Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 1.00966541%.
Section 11.18 Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.70687359%.
Section 11.19 Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.40387992%.
Section 11.20 Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 0.23209603%.
Section 11.21 Closing Date.
The Closing Date is April 29, 1999.
Section 11.22 Right to Purchase.
The right of the Seller to purchase all of the Mortgage Loans pursuant to
Section 9.01 hereof shall be conditioned upon the Pool Scheduled Principal
Balance of the Mortgage Loans being less than $50,026,593.42 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.23 Wire Transfer Eligibility.
With respect to the Class A (other than the Class A-PO and Class A-R
Certificates) and the Class B Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is $500,000. With respect to the
Class A-PO Certificates, the minimum Denomination eligible for wire transfer on
each Distribution Date is 100% Percentage Interest. The Class A-R Certificate is
not eligible for wire transfer.
Section 11.24 Single Certificate.
A Single Certificate for each Class of Class A Certificates (other than the
Class A-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-PO and Class A-R Certificates) and each Class of the Class B
Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates)
represents a $100,000 Denomination. A Single Certificate for the Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class A-13, Class A-14, Class A-15 and Class A-16
Certificates represents a $1,000 Denomination. A Single Certificate for the
Class A-R Certificate represents a $100 Denomination. A Single Certificate for
the Class B-4, Class B-5 and Class B-6 Certificates represents a $250,000
Denomination. A Single Certificate for the Class A-PO Certificates represents a
$4,876,053.95 Denomination.
Section 11.25 Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to such rate as is set
forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
Section 11.26 Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan is
0.017% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust Administrator and
the Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized, all as of the day and year first above
written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By: ________________________________________
Name: Alan S. McKenney
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Master Servicer
By: ________________________________________
Name: Nancy E. Burgess
Title: Vice President
FIRST UNION NATIONAL BANK
as Trust Administrator
By: ________________________________________
Name
Title:
Attest:
By:_________________________________
Name:_______________________________
Title:______________________________
UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee
By: ________________________________________
Name
Title:
<PAGE>
STATE OF MARYLAND )
) ss.:
COUNTY OF FREDERICK )
On this 29th day of April, 1999, before me, a notary public in and for the State
of Maryland, personally appeared Alan S. McKenney, known to me who, being by me
duly sworn, did depose and say that he resides at McLean, Virginia; that he is a
Vice President of Norwest Asset Securities Corporation, a Delaware corporation,
one of the parties that executed the foregoing instrument; and that he signed
his name thereto by order of the Board of Directors of said corporation.
- --------------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF MARYLAND )
) ss.:
COUNTY OF FREDERICK )
On this 29th day of April, 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 April, 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 April, 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 1999-11
Applicable Unscheduled Principal Receipt Period
<TABLE>
<CAPTION>
FULL UNSCHEDULED PARTIAL UNSCHEDULED
SERVICER PRINCIPAL RECEIPTS PRINCIPAL RECEIPTS
- -------- ------------------ ------------------
<S> <C> <C>
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid Month Mid Month
First Union Mortgage Corporation Mid Month Prior Month
Merrill Lynch Credit Corporation Mid Month Prior Month
Bank United Mid Month Prior Month
Marine Midland Mortgage Corporation. Mid Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
NOVUS Financial Corporation Prior Month Prior Month
The Huntington Mortgage Company Mid Month Prior Month
National City Mortgage Company Mid Month Prior Month
FT Mortgage Companies Mid Month Prior Month
Hibernia National Bank Mid Month Prior Month
HomeSide Lending Prior Month Prior Month
Plymouth Savings Bank Mid Month Prior Month
Cascade Bank Mid Month Prior Month
Farmers State Bank & Trust Company of Superior Mid Month Prior Month
Bank of Oklahoma, N.A. Mid Month Prior Month
</TABLE>
<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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 6.750% 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-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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 6.750% 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-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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 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-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By _____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SELLER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of April 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 pass-through rate on the
Class A-4 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-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SELLER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 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-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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 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-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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 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-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SELLER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-11 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may include
loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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-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 April 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. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-8 Certificates applicable to each Distribution Date will be 6.750% 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-8 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
A-9-4
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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 6.750% 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-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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: May 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 April 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 6.750% 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-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 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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by
this Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 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-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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by
this Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: May 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 April 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 8.000% per
annum for the first twelve Distribution Dates and 6.750% per annum thereafter.
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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: May 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 April 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-15 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: May 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 April 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 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-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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: May 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 April 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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: May 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 April 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 6.500% 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-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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: May 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 April 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 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-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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: May 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 April 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 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-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 is issued on April 29, 1999, and based on its issue price of
95.95087%, 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 April 21, 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 4.12135367%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.94%; and (iii) the
amount of OID allocable to the short first accrual period (April 29, 1999 to May
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01125149%.
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 1999-11 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: April 1, 1999
CUSIP No.: _________ First Distribution Date: May 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %____
Final Scheduled Maturity Date: May 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 April 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 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-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-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 1999-11 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 April 29, 1999, at an issue price of 65.84375% 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 April 21, 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 34.15625000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.87%; and (iii) the amount of
OID allocable to the short first accrual period (April 29, 1999 to May 25, 1999)
as a percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.37392118%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ________________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-11, 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $100.00
Final Scheduled Maturity Date: May 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 April 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 6.750% 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-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By __________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-11, 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 6.750% 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 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 1999-11, 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 6.750% 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 B-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trust Administrator (i)
a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trust Administrator, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By ________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-11, 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 6.750% 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 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 April 29, 1999, and based on its issue price of
92.41563%, 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 April 21, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 7.65937500%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.86%; and (iii) the
amount of OID allocable to the short first accrual period (April 29, 1999 to May
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.03692187%.
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 1999-11, 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 6.750% 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 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 April 29, 1999, and based on its issue price of
76.43125%, 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 April 21, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 23.64375000%; (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 (April 29, 1999 to May
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.10119841%.
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 1999-11, 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 6.750% 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 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 April 29, 1999, and based on its issue price of
64.02500%, 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 April 21, 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 36.05000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 13.53%; and (iii) the
amount of OID allocable to the short first accrual period (April 29, 1999 to May
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.13744267%.
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 1999-11, 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: April 1, 1999
CUSIP No.: First Distribution Date: May 25, 1999
Percentage Interest evidenced by this
Certificate: % Denomination: $
Final Scheduled Maturity Date: May 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 April 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 6.750% 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 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 April 29, 1999, and based on its issue price of
26.52500%, 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 April 21, 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 73.55000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 32.89%; and (iii) the
amount of OID allocable to the short first accrual period (April 29, 1999 to May
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.14145111%.
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 1999-11 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-11
This Certificate is one of a duly authorized issue of Certificates issued in
several Classes designated as Mortgage Pass-Through Certificates of the Series
specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the Trust Administrator,
such advances are reimbursable to such Servicer, the Master Servicer or the
Trust Administrator to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account created
for the benefit of Certificateholders may be made by the Master Servicer from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement to a Servicer, the Master Servicer or the Trust
Administrator, as applicable, of advances made by such Servicer, the Master
Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment
of the Agreement and the modification of the rights and obligations of the
Seller, the Master Servicer, the Trust Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the Voting Interests of each Class of Certificates affected thereby. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain circumstances without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
office or agency appointed by the Trust Administrator, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar, duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
Denominations evidencing the same Class and aggregate Percentage Interest will
be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
Classes and Denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized Denominations evidencing the
same Class and aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the Trustee and the
Certificate Registrar, and any agent of the Seller, the Master Servicer, the
Trust Administrator, the Trustee or the Certificate Registrar, may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Seller, the Master Servicer, the Trust Administrator,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the Certificates and the
Trust Estate created thereby shall terminate upon the last action required to be
taken by the Trust Administrator on the Final Distribution Date pursuant to the
Agreement following the earlier of (i) the payment or other liquidation (or
advance with respect thereto) of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller from the
Trust Estate of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date of the Agreement.
The Agreement permits, but does not require, the Seller to purchase all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan at a price determined as provided in the Agreement. The exercise of such
option will effect early retirement of the Certificates, the Seller's right to
exercise such option being subject to the Pool Scheduled Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of such
repurchase are distributed being less than ten percent of the Cut-Off Date
Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like Denomination or Percentage Interest and Class, to the above named assignee
and deliver such Certificate to the following address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Social Security or other Identifying Number of Assignee:
- --------------------------------------------------------------------------------
Dated:
----------------------------------------
Signature by or on behalf of assignor
----------------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to
_________________________________________________________________ for the
account of _______________________________________________ account number
_____________, or, if mailed by check, to
_______________________________________________________. Applicable statements
should be mailed to -------------------------------------------
- ---------------------------------------------------.
This information is provided by ______________________, the assignee named
above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
"Agreement"), dated as of _____________, by and among FIRST UNION NATIONAL BANK,
not individually, but solely as Trust Administrator (including its successors
under the Pooling and Servicing Agreement defined below, the "Trust
Administrator"), NORWEST ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H
WHEREAS, the Seller, the Master Servicer, the Trust Administrator and United
States Trust Company of New York, as trustee, have entered into a Pooling and
Servicing Agreement dated as of April 29, 1999 relating to the issuance of
Mortgage Pass-Through Certificates, Series 1999-11 (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 XII.
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 XIII.
Custody of Mortgage Documents
SECTION 13.01 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 13.02 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 13.03 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 13.04 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 13.05 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 13.06 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 XIV.
Concerning the Custodian
SECTION 14.01 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 14.02 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 14.03 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 14.04 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 14.05 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 14.06 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 14.07 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 XV.
Miscellaneous Provisions
SECTION 15.01 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 15.02 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 15.03 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 15.04 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 15.05 SEVERABILITY OF PROVISIONS. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By: _______________________________
Charlotte, North Carolina, 28288 Name:_______________________________
Title:______________________________
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By:_________________________________
Name:_______________________________
Title:______________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:_________________________________
Name:_______________________________
Title:______________________________
Address: [CUSTODIAN]
By:_________________________________
Name:_______________________________
Title:______________________________
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
________________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
________________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for the
State of ____________, personally appeared __________ _________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
________________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and for the
State of __________, personally appeared __________ __________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
________________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1999-11 Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x)
- ----- --------------- ----- ----- -------- -------- -------- --------- -------- ---------- ----------- ------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE LTV
- -------- --------------- ----- ----- -------- -------- -------- --------- -------- ----------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6324049 BRECKENRIDGE CO 80424 SFD 7.125 6.750 $3,031.73 360 1-Mar-29 $449,640.15 32.14
7212783 MINNETRISTA MN 55364 SFD 7.500 6.750 $2,426.27 360 1-Oct-28 $345,430.53 77.46
$795,070.68
</TABLE>
<TABLE>
<CAPTION>
(i) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- --------- ---------- -------- ----------- ----------- -----------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER SUBSIDY CODE FEE LOAN FEE YIELD
- -------- --------- ---------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
6324049 0.250 0.017 0.108
7212783 0.250 0.017 0.483
COUNT: 2
WAC: 7.287924444
WAM: 356.8276741
WALTV: 51.82996218
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by
Norwest Mortgage in Frederick, Maryland]
NASCOR
NMI / 1999-11 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>
4569292 ORANGE PARK FL 32073 SFD 8.375 6.750 $1,824.18 360 1-Dec-26 $235,404.54
4693547 BERNARDS TOWNSHIP NJ 07920 PUD 7.625 6.750 $2,516.21 360 1-Dec-28 $354,460.93
4708016 OSSINING NY 10562 LCO 7.375 6.750 $ 884.06 360 1-Apr-28 $126,790.96
4784640 HOUSTON TX 77065 SFD 7.125 6.750 $2,123.90 360 1-Mar-29 $314,997.90
4837049 GILROY CA 95020 SFD 7.250 6.750 $2,210.26 360 1-Mar-29 $323,747.24
4847580 WESTBOROUGH MA 01581 SFD 7.000 6.733 $2,233.76 360 1-Mar-29 $335,474.78
4847648 KAILUA HI 96734 SFD 7.000 6.733 $2,528.15 360 1-Aug-28 $262,560.65
4848202 CHAPPAQUA NY 10514 SFD 7.000 6.733 $4,124.88 360 1-Mar-29 $619,491.79
4848636 LA VERNE CA 91750 SFD 7.250 6.750 $1,875.99 360 1-Apr-29 $275,000.00
4855055 KEY WEST FL 33040 SFD 7.375 6.750 $2,762.70 360 1-Jan-29 $399,081.27
4859553 FREMONT CA 94539 SFD 7.375 6.750 $2,313.77 360 1-Apr-29 $335,000.00
4862239 OCALA FL 33471 SFD 7.750 6.750 $2,055.17 351 1-Aug-27 $282,562.32
4864500 DALLAS TX 75225 SFD 7.000 6.733 $2,770.66 360 1-Oct-28 $414,371.70
4864634 BOUNTIFUL UT 84010 SFD 7.375 6.750 $1,102.32 360 1-Mar-29 $159,478.55
4864821 ATLANTA GA 30342 SFD 7.250 6.750 $2,592.27 360 1-Aug-28 $377,577.74
4867963 HILLSBOROUGH CA 94010 SFD 7.250 6.750 $3,670.11 360 1-Mar-29 $537,580.31
4872015 WALTHAM MA 02452 MF2 7.500 6.750 $2,454.24 360 1-Dec-28 $349,948.23
4872918 COLLIERVILLE TN 38017 SFD 7.000 6.733 $2,927.33 360 1-Oct-28 $437,804.21
4874593 PACIFIC PALISADES CA 90272 SFD 7.000 6.733 $1,949.34 360 1-Mar-29 $292,759.83
4874687 LOS ANGELES CA 90027 SFD 7.500 6.750 $4,272.20 360 1-Nov-28 $608,704.24
4875078 SALT LAKE CITY UT 84103 SFD 7.500 6.750 $1,650.15 360 1-Sep-28 $234,699.46
4876092 NEWARK DE 19711 SFD 7.375 6.750 $1,771.58 360 1-Sep-28 $255,073.15
4877847 YORBA LINDA CA 92886 SFD 7.500 6.750 $2,366.85 360 1-Nov-28 $336,501.93
4878220 LOS ANGELES CA 91040 SFD 7.500 6.750 $1,726.36 360 1-Oct-28 $245,407.28
4883862 CORONA DEL MAR CA 92625 LCO 7.500 6.750 $2,545.15 360 1-Mar-29 $363,729.85
4884832 SCARSDALE NY 10583 SFD 6.750 6.483 $5,107.72 360 1-Mar-29 $786,821.97
4888417 PHOENIX AZ 85020 SFD 7.250 6.750 $1,456.45 360 1-Oct-28 $210,087.77
4888744 SAN JOSE CA 95131 SFD 6.625 6.358 $1,876.12 360 1-Jan-29 $292,220.16
4888876 EUGENE OR 97401 SFD 7.250 6.750 $1,841.88 360 1-Nov-28 $268,934.05
4893083 POUND RIDGE NY 10576 SFD 7.250 6.750 $1,828.24 360 1-Dec-28 $267,156.09
4893526 BROOKVILLE NY 11545 SFD 7.125 6.750 $3,368.60 360 1-Jan-29 $498,793.32
4893787 GLENMOORE PA 19343 SFD 7.250 6.750 $1,961.72 240 1-Mar-19 $247,737.82
4897016 KENTFIELD CA 94904 SFD 7.375 6.750 $3,384.31 360 1-Mar-29 $489,627.15
4897348 SAUSALITO CA 94965 SFD 7.000 6.733 $3,490.85 360 1-Mar-29 $524,269.90
4898651 TIBURON CA 94920 SFD 7.000 6.733 $4,311.17 360 1-Mar-29 $647,468.83
4900565 DOVE CANYON CA 92679 SFD 7.500 6.750 $1,852.92 360 1-Nov-28 $264,004.28
4901386 DANVILLE CA 94506 SFD 7.125 6.750 $3,078.90 360 1-Mar-29 $456,634.54
4903774 REDMOND WA 98052 SFD 7.125 6.750 $1,735.50 360 1-Oct-28 $256,345.51
4904642 INDIANAPOLIS IN 46260 SFD 7.125 6.750 $1,731.46 360 1-Jan-29 $256,379.76
4908495 SAN CARLOS CA 94070 SFD 7.625 6.750 $1,946.44 360 1-Apr-29 $275,000.00
4910440 THOUSAND OAKS CA 91320 SFD 6.750 6.483 $2,399.82 360 1-Mar-29 $369,081.25
4910779 PALO ALTO CA 94301 SFD 6.750 6.483 $3,735.28 360 1-Apr-29 $575,900.00
4915327 ALLAMUCHY NJ 07820 SFD 7.375 6.750 $1,973.61 360 1-Apr-29 $285,750.00
4916034 SAN JOSE CA 95123 SFD 7.250 6.750 $1,466.68 360 1-Nov-28 $214,150.99
4916045 BEVERLY HILLS CA 90210 SFD 7.000 6.733 $3,106.96 360 1-Feb-29 $466,232.18
4917914 EAST HAMPTON NY 11937 SFD 7.500 6.750 $2,740.93 360 1-Jan-29 $391,121.74
4918466 ORONO MN 55391 SFD 7.000 6.733 $2,661.21 360 1-Feb-29 $399,342.34
4922033 LAGUNA BEACH CA 92651 SFD 7.375 6.750 $1,726.69 360 1-Nov-28 $249,037.08
4922129 SPICEWOOD TX 78669 SFD 7.500 6.750 $5,237.12 360 1-Mar-29 $747,911.53
4922190 KINNELON NJ 07405 SFD 7.875 6.750 $2,702.70 360 1-Mar-29 $372,493.47
4924261 LOS ANGELES CA 90272 SFD 7.125 6.750 $3,853.67 360 1-Mar-29 $571,542.58
4924615 ARMONK NY 10504 SFD 6.500 6.233 $3,356.29 360 1-Apr-29 $531,000.00
4924921 FRANKLIN LAKES NJ 07417 SFD 7.250 6.750 $3,710.36 360 1-Feb-29 $543,048.85
4926294 FARMINGTON HILLS MI 48331 SFD 7.000 6.733 $1,626.67 360 1-Feb-29 $244,098.00
4926817 STATEN ISLAND NY 10301 SFD 7.375 6.750 $3,315.25 360 1-Apr-29 $480,000.00
4927241 RANCHO SANTA MARGARITA CA 92688 SFD 7.250 6.750 $1,691.80 360 1-Nov-28 $246,569.01
4928152 SAN JOSE CA 95119 SFD 7.250 6.750 $1,724.54 360 1-Dec-28 $252,003.99
4928631 MENOMONEE FALLS WI 53051 SFD 7.375 6.750 $1,933.89 360 1-Mar-29 $279,786.94
4928984 MCLEAN VA 22102 SFD 6.750 6.483 $2,023.63 360 1-Feb-29 $311,461.23
4929681 CINCINNATI OH 45248 SFD 7.375 6.750 $2,196.35 360 1-Jan-29 $316,856.60
4929776 WICHITA KS 67205 SFD 7.250 6.750 $2,148.86 360 1-Feb-29 $314,507.05
4930382 SEATTLE WA 98109 SFD 7.125 6.750 $1,738.20 360 1-Nov-28 $256,956.05
4931330 NEW YORK NY 10024 COP 7.250 6.750 $2,455.84 360 1-Apr-29 $360,000.00
4931744 ANGOLA IN 46703 SFD 7.250 6.750 $2,805.84 240 1-Feb-19 $353,673.91
4932844 KAMUELA HI 96743 SFD 7.000 6.733 $3,559.37 360 1-Mar-29 $534,561.46
4932930 SEATTLE WA 98122 SFD 7.500 6.750 $2,223.51 360 1-Jan-29 $317,287.54
4933160 BURLINGAME CA 94010 SFD 7.250 6.750 $2,974.29 360 1-Mar-29 $435,434.17
4933890 BLOOMSBURY NJ 08804 SFD 7.375 6.750 $1,970.50 360 1-Mar-29 $285,082.91
4934112 ORLANDO FL 32812 SFD 7.125 6.750 $1,994.21 360 1-Mar-29 $295,153.31
4934445 PRINCETON NJ 08540 SFD 7.125 6.750 $1,967.26 360 1-Mar-29 $291,766.49
4935424 EVERETT WA 98205 SFD 7.125 6.750 $1,993.87 360 1-Jan-29 $295,235.77
4935986 GRANVILLE OH 43023 SFD 6.625 6.358 $2,448.87 360 1-Mar-29 $382,112.57
4936621 KEARNEY NE 68847 SFD 7.125 6.750 $2,155.90 360 1-Feb-29 $319,486.68
4936890 BEAVERTON OR 97007 SFD 7.250 6.750 $2,421.73 360 1-Apr-29 $355,000.00
4937228 BEDFORD CORNERS NY 10549 SFD 7.250 6.750 $2,602.50 360 1-Mar-29 $381,202.40
4937238 WILLIAMSBURG VA 23185 SFD 6.750 6.483 $1,686.36 360 1-Mar-29 $259,776.14
4937647 INDIANAPOLIS IN 46250 SFD 7.375 6.750 $2,032.08 347 1-Sep-27 $289,476.34
4937988 HOUSTON TX 77069 SFD 6.875 6.608 $1,744.15 360 1-Jan-29 $264,827.00
4937992 CARTERSVILLE GA 30120 SFD 7.375 6.750 $1,747.41 360 1-Nov-28 $252,025.52
4938306 COLTS NECK NJ 07722 SFD 7.000 6.733 $2,494.88 360 1-Mar-29 $374,692.62
4938421 CLARKSVILLE MD 21029 SFD 7.250 6.750 $2,259.37 360 1-Feb-29 $330,681.70
4938501 WOODBURY NY 11797 SFD 7.000 6.733 $2,694.48 360 1-Mar-29 $404,668.02
4939424 LOS ANGELES CA 90077 SFD 7.500 6.750 $2,062.69 360 1-Mar-29 $294,781.06
4939698 MT.SINAI NY 11766 SFD 7.375 6.750 $2,113.47 360 1-Mar-29 $305,767.15
4939766 PALO ALTO CA 94301 SFD 7.500 6.750 $3,041.59 360 1-Mar-29 $434,677.16
4939815 LAKEWOOD CO 80228 SFD 7.125 6.750 $2,121.54 360 1-Mar-29 $314,648.18
4940104 NORWELL MA 02061 SFD 7.000 6.733 $1,948.01 360 1-Mar-29 $292,559.99
4940271 FT WAYNE IN 46804 SFD 7.250 6.750 $1,974.74 360 1-Feb-29 $289,022.99
4940476 BAYTOWN TX 77521 SFD 7.125 6.750 $2,937.42 360 1-Mar-29 $435,651.33
4940541 BROKEN ARROW OK 74012 SFD 7.250 6.750 $1,667.92 360 1-Dec-28 $243,730.14
4940545 FREMONT CA 94555 SFD 7.375 6.750 $1,920.08 360 1-Mar-29 $277,788.46
4940565 SHREWSBURY MA 01545 SFD 7.250 6.750 $2,919.72 360 1-Apr-29 $428,000.00
4940633 CARMEL IN 46032 SFD 7.500 6.750 $2,489.20 360 1-Dec-28 $354,933.26
4940742 MOUNT KISCO NY 10549 SFD 7.125 6.750 $3,099.11 360 1-Apr-29 $460,000.00
4940832 DALLAS TX 75209 SFD 7.000 6.733 $2,182.20 360 1-Apr-29 $328,000.00
4941205 FLUSHING NY 11354 SFD 7.375 6.750 $1,933.90 360 1-Jan-29 $279,356.87
4942619 JACKSONVILLE FL 32256 SFD 7.250 6.750 $1,841.88 360 1-Feb-29 $269,074.45
4942932 BEAVERTON OR 97007 SFD 7.250 6.750 $1,944.21 360 1-Jan-29 $284,328.96
4943186 FORT LEE NJ 07024 HCO 7.000 6.733 $3,592.64 360 1-Mar-29 $539,557.36
4943333 FLOSSMOOR IL 60422 SFD 7.250 6.750 $1,910.09 360 1-Feb-29 $279,561.83
4943351 SEATTLE WA 98118 SFD 6.750 6.483 $2,334.96 360 1-Apr-29 $360,000.00
4943532 SOUTHBOROUGH MA 01745 SFD 7.625 6.750 $1,783.64 360 1-Mar-29 $251,817.61
4943625 RIDGEFIELD CT 06877 SFD 7.000 6.733 $3,180.51 300 1-Feb-24 $448,885.74
4944307 LITTLETON MA 01460 SFD 7.375 6.750 $1,801.29 360 1-Mar-29 $260,601.54
4944935 HUNTINGTON BEACH CA 92648 SFD 7.000 6.733 $3,554.72 360 1-Feb-29 $533,421.51
4945202 COLLIERVILLE TN 38017 SFD 7.000 6.733 $1,821.26 360 1-Feb-29 $273,299.92
4945244 TUPELO MS 38801 SFD 7.125 6.750 $4,042.31 360 1-Mar-29 $599,520.19
4945854 LA PALMA CA 90623 SFD 7.625 6.750 $1,713.92 360 1-Dec-28 $241,442.27
4945985 NEW YORK NY 10025 COP 7.000 6.733 $2,328.56 360 1-Apr-29 $350,000.00
4946180 HOPEWELL TOWNSHIP NJ 08560 SFD 7.125 6.750 $1,677.56 360 1-Mar-29 $248,500.88
4946220 SAN FRANCISCO CA 94121 SFD 7.250 6.750 $1,828.23 360 1-Dec-28 $267,156.13
4946545 WEST PARK NY 12493 SFD 6.875 6.608 $1,970.79 360 1-Mar-29 $299,747.96
4947491 EASTON CT 06612 SFD 6.750 6.483 $2,010.66 360 1-Mar-29 $309,733.09
4947648 ATHENS GA 30606 SFD 7.125 6.750 $3,688.61 360 1-Jan-29 $546,167.32
4947891 LARKSPUR CA 94939 SFD 7.250 6.750 $3,069.80 360 1-Mar-29 $449,648.95
4948094 ORINDA CA 94563 SFD 7.375 6.750 $3,021.71 360 1-Mar-29 $437,167.09
4948319 SANTA FE NM 87501 SFD 7.375 6.750 $1,947.71 360 1-Mar-29 $281,785.41
4948331 LIBERTY LAKE WA 99019 SFD 6.750 6.483 $2,438.73 360 1-Mar-29 $375,676.27
4948567 RAMSEY MN 55303 SFD 7.125 6.750 $1,832.52 360 1-Mar-29 $271,782.48
4948735 SCARSDALE NY 10583 SFD 7.250 6.750 $6,351.07 360 1-Mar-29 $930,273.72
4948785 CALABASAS CA 91302 SFD 7.250 6.750 $3,103.91 360 1-Mar-29 $454,145.05
4948805 CASTLE ROCK CO 80104 SFD 7.000 6.733 $2,232.28 360 1-Mar-29 $335,252.97
4948914 KATONAH NY 10536 SFD 7.125 6.750 $2,021.16 360 1-Mar-29 $299,760.09
4949342 KENTFIELD CA 94904 SFD 7.000 6.733 $3,892.02 360 1-Mar-29 $584,520.48
4949441 WATER MILL NY 11976 SFD 7.750 6.750 $3,044.76 360 1-Mar-29 $424,700.03
4949870 HEWLETT HARBOR NY 11557 SFD 6.625 6.358 $2,689.31 360 1-Mar-29 $419,629.44
4950251 NEW YORK NY 10009 COP 7.375 6.750 $2,030.59 360 1-Mar-29 $293,776.28
4950672 DARIEN CT 06820 SFD 7.250 6.750 $5,471.06 360 1-Mar-29 $801,374.36
4950816 BRIARCLIFF MANOR NY 10510 SFD 7.000 6.733 $2,045.81 360 1-Feb-29 $306,994.41
4950943 EAST HAMPTON NY 11937 SFD 7.250 6.750 $4,256.78 360 1-Apr-29 $624,000.00
4950953 OAKBROOK IL 60521 SFD 7.250 6.750 $2,713.70 360 1-Mar-29 $397,489.68
4951128 SAN JOSE CA 95131 SFD 7.125 6.750 $2,061.58 360 1-Mar-29 $305,755.30
4951214 PARADISE VALLEY AZ 85253 SFD 7.125 6.750 $2,703.30 360 1-Mar-29 $400,929.12
4951222 FOUNTAIN HILLS AZ 85268 SFD 7.250 6.750 $1,828.24 360 1-Feb-29 $267,580.59
4951384 NEW YORK NY 10011 COP 7.625 6.750 $3,220.47 360 1-Mar-29 $454,670.68
4951561 PLAINVIEW NY 11803 SFD 6.875 6.608 $1,681.74 360 1-Apr-29 $256,000.00
4951753 ALBUQUERQUE NM 87122 SFD 6.625 6.358 $2,721.33 360 1-Feb-29 $424,247.98
4952096 NORTHRIDGE CA 91326 SFD 7.375 6.750 $2,700.54 360 1-Apr-29 $391,000.00
4952404 BOSTON MA 02116 LCO 7.250 6.750 $3,069.80 360 1-Mar-29 $449,648.95
4952411 MISSION VIEJO CA 92692 SFD 7.000 6.733 $2,511.97 240 1-Mar-19 $323,378.03
4952485 SNOHOMISH WA 98296 SFD 6.875 6.608 $1,626.89 360 1-Nov-28 $246,597.70
4952490 NEW YORK NY 10014 COP 7.375 6.750 $3,070.06 360 1-Mar-29 $444,161.76
4952751 SYOSSET NY 11791 SFD 6.625 6.358 $1,792.88 360 1-Apr-29 $280,000.00
4952870 MORRISTOWN NJ 07960 SFD 7.250 6.750 $2,974.29 360 1-Apr-29 $436,000.00
4953151 BRIDGEWATER NJ 08807 SFD 7.250 6.750 $2,905.43 240 1-Apr-19 $367,600.00
4953317 ARMONK NY 10504 SFD 7.250 6.750 $2,524.05 360 1-Mar-29 $369,711.37
4953325 SCARSDALE NY 10583 SFD 7.500 6.750 $2,422.08 360 1-Mar-29 $346,142.92
4953481 ANCHORAGE AK 99515 SFD 7.125 6.750 $2,955.94 360 1-Jan-29 $437,691.15
4953690 SCOTTSDALE AZ 85255 SFD 7.250 6.750 $2,993.39 360 1-Mar-29 $438,457.69
4953706 LOS ANGELES CA 90069 SFD 7.375 6.750 $3,508.63 360 1-Mar-29 $507,613.45
4953833 MILLVILLE CA 96062 SFD 7.125 6.750 $1,819.05 360 1-Apr-29 $270,000.00
4954363 LOS ALTOS CA 94022 SFD 7.375 6.750 $6,906.76 360 1-Mar-29 $999,145.83
4954428 ASHTON MD 20861 SFD 7.375 6.750 $2,914.65 360 1-Aug-28 $419,374.69
4954437 PURCELLVILLE VA 20132 SFD 7.125 6.750 $2,452.34 360 1-Aug-28 $361,622.30
4954534 ALPHARETTA GA 30022 SFD 7.000 6.733 $1,963.98 360 1-Mar-29 $294,958.02
4954535 BROOKLYN NY 11219 MF2 7.250 6.750 $2,728.71 360 1-Mar-29 $399,687.96
4954550 NEW YORK NY 10016 HCO 7.250 6.750 $ 869.78 360 1-Apr-29 $127,500.00
4954612 EDINA MN 55436 SFD 7.250 6.750 $2,796.93 360 1-Apr-29 $410,000.00
4954849 RENO NV 89509 SFD 7.000 6.733 $3,246.68 360 1-Mar-29 $487,599.99
4954911 POUND RIDGE NY 10576 SFD 6.750 6.483 $1,297.20 360 1-Mar-29 $199,827.80
4955018 DENVER CO 80218 SFD 7.000 6.733 $1,809.63 360 1-Feb-29 $271,352.78
4955083 HACKETTSTOWN NJ 07840 SFD 7.250 6.750 $1,663.15 360 1-Nov-28 $242,837.48
4955130 WOODCLIFF LAKE NJ 07675 SFD 7.000 6.733 $3,293.25 360 1-Mar-29 $494,594.25
4955159 VALRICO FL 33594 SFD 7.250 6.750 $2,084.74 360 1-Mar-29 $305,361.59
4955256 ALAMO CA 94507 SFD 7.375 6.750 $2,348.30 360 1-Mar-29 $339,741.28
4955331 BATON ROUGE LA 70806 SFD 7.000 6.733 $2,062.44 360 1-Mar-29 $309,745.33
4955335 MEMPHIS TN 38119 SFD 6.625 6.358 $2,291.51 360 1-Mar-29 $357,559.26
4955350 MADISON NJ 07940 SFD 7.500 6.750 $1,887.88 360 1-Apr-29 $270,000.00
4955517 NOBLESVILLE IN 46060 SFD 7.375 6.750 $1,802.67 360 1-Feb-29 $210,294.27
4955762 CASTRO VALLEY CA 94552 SFD 7.125 6.750 $1,852.73 360 1-Jan-29 $274,336.32
4955843 CHINO HILLS CA 91709 SFD 7.250 6.750 $2,148.86 360 1-Jan-29 $314,258.34
4955892 MURRIETA CA 92562 SFD 6.750 6.483 $2,144.27 360 1-Jan-29 $329,640.69
4956007 LA CANADA FLINTRIDGE CA 91011 SFD 6.875 6.608 $2,848.44 360 1-Jan-29 $432,500.91
4956014 LA CANADA-FLINTRIDGE CA 91011 SFD 7.375 6.750 $3,787.66 360 1-Dec-28 $546,107.80
4956100 ORINDA CA 94563 SFD 7.250 6.750 $3,410.89 360 1-Mar-29 $499,609.94
4956122 DALLAS TX 75230 SFD 7.000 6.733 $3,949.24 360 1-Feb-29 $592,624.02
4956174 REDWOOD CITY CA 94061 SFD 7.125 6.750 $2,320.97 360 1-Mar-29 $344,224.50
4956217 PIEDMONT CA 94611 SFD 7.375 6.750 $4,028.02 360 1-Jan-29 $581,860.49
4956221 CHATHAM NJ 07928 SFD 7.125 6.750 $2,021.16 360 1-Apr-29 $300,000.00
4956227 BURBANK CA 91501 SFD 7.125 6.750 $1,805.57 360 1-Dec-28 $267,135.06
4956240 LOS ALTOS CA 94024 SFD 6.750 6.483 $2,270.09 360 1-Feb-29 $349,395.62
4956241 LOS ANGELES CA 90068 SFD 7.000 6.733 $1,995.91 360 1-Jan-29 $299,257.96
4956361 BIRMINGHAM AL 35244 SFD 7.250 6.750 $2,796.93 360 1-Feb-29 $409,358.38
4956385 MONTE SERENO CA 95030 SFD 7.375 6.750 $2,762.70 360 1-Jan-29 $399,081.28
4956407 LOS ANGELES CA 90272 PUD 7.375 6.750 $2,230.89 360 1-Jan-29 $322,258.09
4956460 HIGHLANDS RANCH CO 80126 SFD 7.000 6.733 $2,016.53 360 1-Mar-29 $302,851.55
4956635 DIABLO CA 94528 SFD 6.875 6.608 $3,284.65 360 1-Mar-29 $499,579.93
4956715 PLEASANTON CA 94566 SFD 7.125 6.750 $1,643.88 360 1-Mar-29 $243,804.87
4956743 PLEASANTON CA 94588 SFD 7.375 6.750 $1,933.90 360 1-Mar-29 $279,786.93
4956908 STAMFORD CT 06905 LCO 7.250 6.750 $1,903.28 360 1-Apr-29 $279,000.00
4957229 SETAUKET NY 11733 SFD 6.750 6.483 $2,399.81 360 1-Mar-29 $369,681.44
4957238 MELVILLE NY 11747 SFD 7.125 6.750 $2,155.90 360 1-Mar-29 $319,744.10
4957412 PALO ALTO CA 94306 SFD 8.000 6.750 $3,375.32 360 1-Mar-29 $459,691.35
4957443 RENO NV 89509 SFD 7.000 6.733 $2,681.17 360 1-Apr-29 $403,000.00
4957487 ORANGE CA 92869 SFD 7.500 6.750 $2,447.95 360 1-Mar-29 $349,840.18
4957512 DEL MAR CA 92014 SFD 7.250 6.750 $3,888.41 360 1-Mar-29 $569,555.34
4957620 MORGAN HILL CA 95037 SFD 7.250 6.750 $2,017.20 360 1-Mar-29 $295,386.52
4957682 PORT ARTHUR TX 77640 SFD 6.875 6.608 $2,154.73 360 1-Mar-29 $327,679.17
4957708 GREAT FALLS VA 22066 SFD 6.875 6.608 $2,454.29 360 1-Mar-29 $373,286.13
4957841 MORGANVILLE NJ 07751 SFD 7.250 6.750 $2,148.86 360 1-Mar-29 $314,754.27
4957877 WEST WINDSOR NJ 08550 SFD 7.250 6.750 $2,373.97 360 1-Mar-29 $347,728.53
4957911 SAND SPRING OK 74063 SFD 7.125 6.750 $2,075.06 360 1-Mar-29 $307,753.69
4957994 YORBA LINDA CA 92886 SFD 7.875 6.750 $2,555.15 360 1-Feb-29 $351,913.36
4958272 FOLEY AL 36535 SFD 7.125 6.750 $2,290.65 360 1-Mar-29 $339,728.10
4958424 RIDGEFIELD CT 06877 SFD 6.750 6.483 $4,215.89 360 1-Feb-29 $648,877.57
4958700 WALNUT CREEK CA 94598 SFD 7.125 6.750 $3,732.41 360 1-Mar-29 $553,556.97
4958800 LOS ANGELES CA 90035 SFD 7.375 6.750 $4,489.39 360 1-Feb-29 $649,007.77
4958846 DURHAM NC 27712 SFD 6.500 6.233 $1,934.13 360 1-Mar-29 $305,708.73
4958873 SARATOGA CA 95070 SFD 7.000 6.733 $2,661.21 360 1-Feb-29 $399,342.34
4958976 LAFAYETTE CA 94549 SFD 7.250 6.750 $2,319.40 360 1-Mar-29 $339,734.77
4958978 LOS ALTOS CA 94022 SFD 7.375 6.750 $4,489.39 360 1-Mar-29 $649,505.40
4959168 WOODINVILLE WA 98072 SFD 7.250 6.750 $2,728.71 360 1-Feb-29 $399,374.02
4959351 NEWTON MA 02158 SFD 7.125 6.750 $3,523.55 360 1-Apr-29 $523,000.00
4959408 ATLANTA GA 30316 SFD 7.750 6.750 $ 716.41 360 1-Mar-29 $99,929.42
4959477 CULVER CITY CA 90232 SFD 7.875 6.750 $2,806.02 360 1-Mar-29 $386,733.67
4959512 SAN DIEGO CA 92123 LCO 6.875 6.608 $1,675.83 360 1-Feb-29 $254,670.13
4959523 HOLMDEL NJ 07733 SFD 6.500 6.233 $2,143.98 360 1-Apr-29 $339,200.00
4959636 SUNNYVALE CA 94087 SFD 7.875 6.750 $2,153.46 360 1-Feb-29 $296,589.86
4959767 SILETZ OR 97380 SFD 7.375 6.750 $2,210.16 360 1-Mar-29 $319,756.51
4959774 FAIRFIELD CT 06430 SFD 7.375 6.750 $2,203.26 360 1-Apr-29 $319,000.00
4959792 FORT LEE NJ 07024 LCO 7.250 6.750 $1,466.68 360 1-Feb-29 $214,663.54
4959906 HARDSDALE NY 10530 SFD 7.375 6.750 $2,320.67 360 1-Apr-29 $336,000.00
4959945 GREENVILLE SC 29605 SFD 7.125 6.750 $2,425.39 360 1-Mar-29 $359,712.11
4959959 ANNAPOLIS MD 21403 SFD 7.500 6.750 $1,789.99 360 1-Feb-29 $255,618.83
4959995 RIDGEFIELD CT 06877 SFD 6.625 6.358 $1,927.34 360 1-Apr-29 $301,000.00
4960218 AMAWALK NY 10501 SFD 7.375 6.750 $2,762.70 360 1-Mar-29 $399,391.63
4960337 FISHERS IN 46038 SFD 6.750 6.483 $1,587.12 360 1-Nov-28 $243,634.68
4960363 YORBA LINDA CA 92887 SFD 7.500 6.750 $2,097.64 360 1-Jan-29 $299,327.90
4960454 WESTPORT CT 06880 SFD 6.875 6.608 $2,463.49 360 1-Apr-29 $375,000.00
4960484 NEWPORT COAST CA 92657 SFD 7.250 6.750 $3,294.92 360 1-Mar-29 $482,623.21
4961385 GREAT NECK NY 11023 COP 7.375 6.750 $ 690.68 360 1-Apr-29 $100,000.00
4961466 SAN JOSE CA 95120 SFD 7.250 6.750 $2,355.33 240 1-Mar-19 $297,445.09
4961467 GLENDALE CA 91207 SFD 7.375 6.750 $2,156.29 360 1-Mar-29 $311,962.44
4961506 FLUSHING NY 11358 SFD 6.875 6.608 $1,773.71 360 1-Mar-29 $269,773.17
4961584 REDWOOD CITY CA 94062 SFD 7.000 6.733 $2,619.63 360 1-Apr-29 $393,750.00
4961615 WAYZATA MN 55291 PUD 7.125 6.750 $1,751.67 360 1-Feb-29 $259,582.93
4961656 LOS GATOS CA 95030 SFD 7.250 6.750 $2,026.07 360 1-Mar-29 $296,768.31
4961796 POWAY CA 92064 SFD 7.000 6.733 $6,653.03 360 1-Apr-29 $1,000,000.00
4961813 SAN JOSE CA 95126 SFD 7.125 6.750 $2,553.40 360 1-Mar-29 $378,696.91
4962057 AURORA CO 80015 SFD 7.000 6.733 $1,796.32 360 1-Mar-29 $269,778.68
4962181 WELCHES OR 97067 SFD 7.375 6.750 $2,472.62 360 1-Mar-29 $357,727.59
4962217 SAN MATEO CA 94402 SFD 7.375 6.750 $4,130.24 360 1-Mar-29 $597,544.97
4962271 BROOKVILLE NY 11545 SFD 6.750 6.483 $2,594.39 360 1-Apr-29 $400,000.00
4962312 BETHESDA MD 20816 SFD 7.000 6.733 $3,188.13 360 1-Feb-29 $478,412.11
4962327 POTOMAC MD 20854 SFD 7.000 6.733 $3,526.10 360 1-Mar-29 $529,565.57
4962357 MCLEAN VA 22101 SFD 6.875 6.608 $4,367.66 300 1-Mar-24 $624,213.07
4962362 SAN ANTONIO TX 78212 SFD 6.750 6.483 $2,526.29 360 1-Mar-29 $389,164.65
4962452 LAS VEGAS NV 89129 SFD 7.250 6.750 $3,410.88 360 1-Feb-29 $499,217.56
4962468 DALLAS TX 75248 SFD 6.875 6.608 $2,023.34 360 1-Mar-29 $307,741.24
4962482 WINCHESTER MA 01890 SFD 7.250 6.750 $2,046.53 360 1-Mar-29 $299,765.97
4962508 SAN MATEO CA 94403 SFD 7.375 6.750 $2,417.37 360 1-Mar-29 $349,733.67
4962519 ARLINGTON VA 22207 SFD 6.500 6.233 $1,833.00 360 1-Apr-29 $290,000.00
4962526 SAN CARLOS CA 94070 SFD 7.375 6.750 $1,933.90 360 1-Mar-29 $279,786.93
4962782 SARATOGA CA 95070 SFD 7.500 6.750 $3,754.79 360 1-Apr-29 $537,000.00
4962820 TUSTIN CA 92782 LCO 7.000 6.733 $2,222.11 360 1-Jan-29 $333,173.88
4962862 WILTON CT 06897 SFD 6.500 6.233 $3,021.29 360 1-Apr-29 $478,000.00
4963202 WEST NEWBURY MA 01985 SFD 7.000 6.733 $1,783.02 360 1-Apr-29 $268,000.00
4963445 FAIRFIELD CT 06432 SFD 7.000 6.733 $1,879.48 360 1-Mar-29 $282,268.44
4963848 AGOURA HILLS CA 91301 SFD 7.500 6.750 $1,978.78 360 1-Mar-29 $282,789.97
4963882 LOS GATOS CA 95032 SFD 7.375 6.750 $3,530.74 360 1-Mar-29 $510,811.01
4963905 LOS ANGELES CA 90077 SFD 7.625 6.750 $4,437.87 360 1-Mar-29 $626,546.19
4963913 HERCULES CA 94547 SFD 7.500 6.750 $1,957.81 360 1-Apr-29 $280,000.00
4964054 RANCHO PALOS VERDES CA 90275 SFD 6.875 6.608 $2,266.40 360 1-Dec-28 $343,830.65
4964133 DARIEN CT 06820 SFD 6.750 6.483 $6,485.98 360 1-Mar-29 $999,139.02
4964179 BIRMINGHAM AL 35213 SFD 6.875 6.608 $4,237.20 360 1-Mar-29 $644,458.11
4964243 WACONIA MN 55387 SFD 6.875 6.608 $3,494.86 360 1-Mar-29 $531,553.06
4964278 LAKE OZARK MO 65049 SFD 7.375 6.750 $2,762.70 360 1-Nov-28 $398,459.35
4964313 ALEXANDRIA VA 22311 SFD 6.750 6.483 $1,751.22 360 1-Apr-29 $270,000.00
4964317 ASPEN CO 81611 SFD 7.375 6.750 $6,906.76 360 1-Mar-29 $999,239.07
4964323 TULSA OK 74137 SFD 7.125 6.750 $1,859.47 360 1-Mar-29 $275,779.28
4964414 BELLEVUE WA 98006 SFD 7.125 6.750 $1,849.36 360 1-Mar-29 $274,280.49
4964450 RYE NY 10580 SFD 7.125 6.750 $2,450.65 360 1-Mar-29 $363,459.12
4964579 DALLAS TX 75230 SFD 7.000 6.733 $1,999.24 360 1-Mar-29 $300,253.68
4964678 FREMONT CA 94539 SFD 7.250 6.750 $3,090.26 360 1-Nov-28 $451,211.50
4964715 FREMONT CA 94539 SFD 6.625 6.358 $3,713.81 360 1-Mar-29 $579,488.27
4964870 SAN FRANCISCO CA 94123 SFD 7.250 6.750 $2,856.28 360 1-Mar-29 $418,373.37
4965136 DALLAS TX 75225 SFD 7.625 6.750 $3,553.13 360 1-Apr-29 $502,000.00
4965187 ATHERTON CA 94027 SFD 7.000 6.733 $3,492.84 360 1-Mar-29 $524,569.66
4965215 PALISADES PARK NJ 07650 MF2 6.875 6.608 $2,598.16 360 1-Apr-29 $395,500.00
4965344 WELLESLEY MA 02181 SFD 6.500 6.233 $3,425.81 360 1-Apr-29 $542,000.00
4965390 SAN PEDRO CA 90731 SFD 6.750 6.483 $2,594.40 360 1-Apr-29 $400,000.00
4965420 DURHAM NC 27705 SFD 6.625 6.358 $1,741.01 360 1-Mar-29 $271,660.10
4965495 NEWTON MA 02158 SFD 7.250 6.750 $2,728.71 360 1-Apr-29 $400,000.00
4965527 MOUNTAIN VIEW CA 94041 SFD 6.875 6.608 $1,760.57 360 1-Mar-29 $267,774.85
4965551 HALF MOON BAY CA 94019 SFD 7.125 6.750 $1,782.66 360 1-Mar-29 $264,388.40
4965556 MENLO PARK CA 94025 LCO 7.375 6.750 $2,168.72 360 1-Mar-29 $313,761.07
4965589 SAN FRANCISCO CA 94108 HCO 7.125 6.750 $2,203.06 360 1-Mar-29 $326,738.50
4965628 BRONXVILLE NY 10708 SFD 7.250 6.750 $2,133.85 360 1-Apr-29 $312,800.00
4965649 LIVERMORE CA 94550 SFD 7.250 6.750 $2,728.71 360 1-Mar-29 $399,687.96
4965754 COVINA CA 91724 SFD 7.000 6.733 $1,862.85 360 1-Mar-29 $279,770.48
4965800 SOUTH SAN FRANCISCO CA 94080 SFD 7.500 6.750 $2,328.38 360 1-Feb-29 $332,504.20
4965818 PALO ALTO CA 94301 SFD 7.000 6.733 $2,794.28 360 1-Mar-29 $419,655.72
4965827 SAN JOSE CA 95117 SFD 7.250 6.750 $2,071.09 360 1-Mar-29 $303,363.16
4965864 ALAMEDA CA 94501 LCO 7.625 6.750 $1,727.02 360 1-Mar-29 $243,823.40
4965938 SANTA BARBARA CA 93111 SFD 6.500 6.233 $1,896.21 360 1-Mar-29 $299,728.79
4965965 SAN DIEGO CA 92120 SFD 7.375 6.750 $4,115.05 360 1-Mar-29 $595,346.64
4966005 SMITHVILLE MO 64089 SFD 7.250 6.750 $2,629.11 360 1-Nov-28 $383,878.48
4966018 BRENTWOOD TN 37027 SFD 6.750 6.483 $2,001.90 360 1-Dec-28 $307,578.04
4966067 CUPERTINO CA 95014 SFD 7.500 6.750 $2,447.26 360 1-Jan-29 $349,215.84
4966112 WELLESLEY MA 02181 SFD 6.750 6.483 $1,945.80 360 1-Mar-29 $299,741.70
4966163 BIRMINGHAM AL 35242 SFD 6.875 6.608 $2,266.41 360 1-Mar-29 $344,710.15
4966231 FISHERS IN 46038 SFD 6.875 6.608 $1,839.41 360 1-Jan-29 $279,249.54
4966279 OOLTEWAH TN 37363 SFD 7.000 6.733 $2,927.34 360 1-Mar-29 $439,639.33
4966335 COLLEYVILLE TX 76034 SFD 7.125 6.750 $2,162.64 360 1-Mar-29 $320,743.30
4966363 LOS ANGELES CA 90068 SFD 7.375 6.750 $2,027.14 360 1-Mar-29 $293,276.66
4966579 ALAMO CA 94507 SFD 7.250 6.750 $1,972.86 360 1-Mar-29 $288,643.46
4966583 HOUSTON TX 77005 SFD 7.000 6.733 $2,214.13 360 1-Apr-29 $332,800.00
4966648 CUMMING GA 30041 SFD 6.500 6.233 $1,587.13 360 1-Jan-29 $250,415.30
4966763 AUSTIN TX 78733 SFD 7.250 6.750 $3,399.97 360 1-Mar-29 $498,011.20
4966805 WYOMING OH 45215 SFD 7.000 6.733 $2,328.56 360 1-Mar-29 $349,713.11
4966831 CENTERVILLE VA 20120 SFD 7.000 6.733 $1,726.46 360 1-Feb-29 $259,073.34
4966862 NORTH BABYLON NY 11703 SFD 6.875 6.608 $ 919.71 360 1-Mar-29 $139,883.38
4966867 NORTHPORT NY 11768 SFD 6.875 6.608 $1,655.46 360 1-Mar-29 $251,788.29
4966873 GARDEN CITY NY 11530 SFD 6.750 6.483 $2,334.95 360 1-Apr-29 $360,000.00
4966881 LAKE SUCCESS NY 11020 SFD 7.375 6.750 $2,845.58 360 1-Mar-29 $411,686.50
4966885 MENLO PARK CA 94025 SFD 7.000 6.733 $3,286.60 360 1-Mar-29 $493,595.07
4966887 NEW YORK NY 10019 HCO 7.375 6.750 $ 880.61 360 1-Mar-29 $127,402.98
4966899 KNOXVILLE TN 37932 SFD 7.000 6.733 $2,020.85 360 1-Mar-29 $303,501.02
4967070 CALABASAS CA 91302 SFD 6.500 6.233 $1,972.06 360 1-Mar-29 $311,717.94
4967083 WEST BLOOMFIELD MI 48322 SFD 6.500 6.233 $2,021.99 360 1-Mar-29 $319,610.80
4967134 MOUNT PLEASANT SC 29464 SFD 6.625 6.358 $1,830.65 360 1-Apr-29 $285,900.00
4967152 SAN DIEGO CA 92130 SFD 7.250 6.750 $2,201.39 360 1-Mar-29 $322,448.26
4967160 WHITE PLAINS NY 10607 SFD 6.750 6.483 $2,237.67 360 1-Apr-29 $345,000.00
4967166 SHREWSBURY NJ 07702 SFD 7.375 6.750 $2,320.67 360 1-Mar-29 $335,744.33
4967235 COLD SPRING HARBOR NY 11724 SFD 7.375 6.750 $2,686.73 360 1-Mar-29 $388,704.00
4967456 BRADENTON FL 34202 SFD 7.375 6.750 $1,964.95 351 1-May-28 $282,041.08
4967693 DANA POINT CA 92628 SFD 6.500 6.233 $1,687.62 360 1-Mar-29 $266,758.63
4967715 TULSA OK 74114 SFD 7.000 6.733 $1,821.27 360 1-Feb-29 $273,299.90
4967759 WEST WINDSOR NJ 08648 SFD 7.250 6.750 $2,455.84 360 1-Apr-29 $360,000.00
4967776 YORBA LINDA CA 92887 SFD 7.375 6.750 $1,920.08 360 1-Apr-29 $278,000.00
4967779 EDEN PRAIRIE MN 55346 SFD 7.375 6.750 $1,822.01 360 1-Apr-29 $263,800.00
4967791 PLEASANT HILL CA 94523 SFD 7.000 6.733 $1,729.79 360 1-Mar-29 $259,786.88
4967959 PLEASANTON CA 94588 SFD 7.375 6.750 $1,933.90 360 1-Mar-29 $279,786.93
4968082 LOS ANGELES CA 90024 HCO 7.125 6.750 $2,694.88 360 1-Mar-29 $399,680.12
4968098 LOS ALTOS HILLS CA 94022 SFD 7.875 6.750 $7,069.43 360 1-Mar-29 $974,329.01
4968225 SAN BRUNO CA 94066 SFD 7.000 6.733 $1,744.43 360 1-Mar-29 $261,930.50
4968249 LAUREL MD 20707 SFD 7.000 6.733 $2,927.33 360 1-Mar-29 $439,639.34
4968274 FREMONT CA 94539 SFD 7.500 6.750 $4,772.14 360 1-Mar-29 $681,993.49
4968313 ANCHORAGE AK 99515 SFD 6.500 6.233 $2,854.26 360 1-Mar-29 $451,166.77
4968344 WALDORF MD 20601 SFD 7.500 6.750 $3,132.48 360 1-Mar-29 $447,667.52
4968415 OLD GREENWICH CT 06870 SFD 7.000 6.733 $2,661.21 360 1-Mar-29 $399,672.12
4968477 RALEIGH NC 27615 SFD 7.000 6.733 $2,029.84 360 1-Apr-29 $305,100.00
4968497 RAMSEY NJ 07446 SFD 6.500 6.233 $1,738.19 360 1-Apr-29 $275,000.00
4968502 DALLAS TX 75230 SFD 6.875 6.608 $2,101.52 360 1-Mar-29 $319,631.24
4968514 VISALIA CA 93292 SFD 7.000 6.733 $2,388.44 360 1-Mar-29 $358,607.00
4968520 COPPELL TX 75019 SFD 7.000 6.733 $2,208.80 360 1-Mar-29 $331,727.87
4968536 ROSS CA 94957 SFD 7.375 6.750 $2,555.50 360 1-Mar-29 $369,718.46
4968574 AUSTIN TX 78731 SFD 6.875 6.608 $1,852.54 360 1-Apr-29 $282,000.00
4968599 NEW CANAAN CT 06840 SFD 7.000 6.733 $2,328.56 360 1-Apr-29 $350,000.00
4968705 HOLLYWOOD FL 33019 SFD 7.000 6.733 $1,896.12 360 1-Mar-29 $284,766.38
4968857 PLEASANTON CA 94588 SFD 7.125 6.750 $2,735.30 360 1-Mar-29 $405,675.33
4968879 SALT LAKE CITY UT 84121 SFD 6.750 6.483 $2,224.70 360 1-Mar-29 $342,624.68
4968881 STAMFORD CT 06903 SFD 7.000 6.733 $2,102.36 360 1-Mar-29 $315,740.97
4968926 REDWOOD CITY CA 94065 PUD 7.250 6.750 $3,547.29 360 1-Mar-29 $519,590.35
4968974 NEW ROCHELLE NY 10804 SFD 7.375 6.750 $1,657.62 360 1-Mar-29 $239,817.38
4969075 ROCKVILLE CENTRE NY 10570 SFD 7.375 6.750 $2,175.63 360 1-Mar-29 $314,760.31
4969076 LA CANADA FLINTRIDGE CA 91011 SFD 6.750 6.483 $1,783.65 360 1-Mar-29 $274,763.23
4969170 PALOS VERDES ESTATES CA 90274 SFD 7.875 6.750 $4,698.45 360 1-Mar-29 $647,554.05
4969213 ATLANTA GA 30305 LCO 7.000 6.733 $2,270.34 360 1-Mar-29 $340,970.28
4969330 MEQUON WI 53092 SFD 6.875 6.608 $3,284.65 360 1-Apr-29 $500,000.00
4969368 PONTE VEDRA BEACH FL 32082 SFD 7.125 6.750 $2,155.90 360 1-Apr-29 $320,000.00
4969402 SCOTTS VALLEY CA 95066 SFD 6.875 6.608 $1,771.09 360 1-Mar-29 $269,373.49
4969411 FREMONT CA 94536 SFD 7.375 6.750 $2,099.66 360 1-Mar-29 $303,768.67
4969414 SUNNYVALE CA 94087 SFD 6.875 6.608 $2,571.22 360 1-Jan-29 $390,407.87
4969460 TAMPA FL 33602 SFD 6.875 6.608 $2,086.41 360 1-Mar-29 $317,333.17
4969541 EASTON CT 06612 SFD 7.125 6.750 $2,273.80 360 1-Apr-29 $337,500.00
4969553 NANTUCKET MA 02554 SFD 6.625 6.358 $2,292.32 360 1-Apr-29 $358,000.00
4969583 MORAGA CA 94556 SFD 7.125 6.750 $2,533.19 360 1-Mar-29 $375,699.31
4969594 SHERMAN OAKS CA 91403 SFD 7.000 6.733 $2,661.21 360 1-Mar-29 $399,672.12
4969624 CUMMING GA 30041 SFD 7.250 6.750 $3,226.70 360 1-Apr-29 $468,270.00
4969636 SAN RAFAEL CA 94901 SFD 7.500 6.750 $2,041.71 360 1-Mar-29 $291,783.29
4969651 GOLDENS BRIDGE NY 10526 SFD 7.125 6.750 $2,334.44 360 1-Mar-29 $346,222.90
4969660 SAN MATEO CA 94402 SFD 7.250 6.750 $2,701.42 360 1-Mar-29 $395,691.08
4969799 NANTUCKET MA 02554 SFD 7.250 6.750 $2,319.40 360 1-Apr-29 $340,000.00
4969848 SCARSDALE NY 10583 SFD 7.125 6.750 $2,863.31 360 1-Apr-29 $425,000.00
4969865 RIDGEFIELD CT 06877 SFD 7.000 6.733 $2,867.46 360 1-Apr-29 $431,000.00
4969920 SAN JOSE CA 95120 SFD 7.750 6.750 $2,498.49 360 1-Mar-29 $348,503.85
4969954 CARLSBAD CA 92009 SFD 7.000 6.733 $2,381.79 360 1-Mar-29 $357,706.54
4969958 DEL MAR CA 92014 SFD 7.000 6.733 $3,313.21 360 1-Mar-29 $497,591.79
4970044 PORTOLA VALLEY CA 94028 SFD 7.375 6.750 $3,487.91 360 1-Mar-29 $504,615.74
4970086 MORGAN HILL CA 95037 SFD 7.375 6.750 $2,400.10 360 1-Mar-29 $347,235.58
4970098 LOS GATOS CA 95032 SFD 7.375 6.750 $1,823.39 360 1-Mar-29 $263,799.11
4970105 DANA POINT CA 92629 SFD 7.250 6.750 $1,916.92 360 1-Mar-29 $280,780.79
4970120 SAN DIEGO CA 92129 SFD 7.250 6.750 $1,661.79 360 1-Mar-29 $243,409.96
4970210 SAN RAFAEL CA 94901 SFD 7.375 6.750 $2,030.59 360 1-Mar-29 $293,776.28
4970248 SILVERADO CA 92676 SFD 7.000 6.733 $3,295.91 360 1-Mar-29 $494,993.92
4970256 SACRAMENTO CA 95864 SFD 7.250 6.750 $2,169.33 360 1-Mar-29 $317,751.92
4970296 SAN MATEO CA 94402 SFD 7.250 6.750 $2,400.58 360 1-Mar-29 $351,625.48
4970367 SUNNYVALE CA 94087 SFD 7.250 6.750 $2,012.43 360 1-Mar-29 $294,769.86
4970368 WALNUT CREEK CA 94598 SFD 7.250 6.750 $1,821.42 360 1-Mar-29 $266,791.71
4970384 TORRANCE CA 90277 SFD 7.125 6.750 $1,781.99 360 1-Mar-29 $264,288.48
4970434 DENVER CO 80209 SFD 7.125 6.750 $3,368.60 360 1-Mar-29 $499,600.15
4970441 RICHMOND VA 23220 SFD 7.000 6.733 $2,494.89 360 1-Apr-29 $375,000.00
4970468 MOUNTAIN VIEW CA 94043 LCO 7.750 6.750 $2,407.15 360 1-Apr-29 $336,000.00
4970499 PASADENA CA 91106 SFD 7.000 6.733 $2,155.59 360 1-Mar-29 $323,734.41
4970502 NEWPORT BEACH CA 92660 SFD 7.375 6.750 $2,866.31 360 1-Mar-29 $414,684.21
4970558 STONY POINT NY 10980 SFD 7.125 6.750 $2,358.02 360 1-Feb-29 $349,438.55
4970560 FAIRFIELD CT 06430 SFD 7.125 6.750 $1,940.31 360 1-Apr-29 $288,000.00
4970583 REDWOOD CITY CA 94065 SFD 7.250 6.750 $1,773.66 360 1-Mar-29 $259,797.17
4970603 CASTLE ROCK CO 80104 SFD 6.500 6.233 $3,160.35 360 1-Feb-29 $499,093.52
4970628 BOCA RATON FL 33431 SFD 7.125 6.750 $1,859.47 360 1-Mar-29 $275,779.28
4970722 LAS VEGAS NV 89123 SFD 7.125 6.750 $3,022.30 360 1-Mar-29 $448,241.26
4970741 DANVILLE CA 94526 SFD 6.625 6.358 $2,656.01 360 1-Mar-29 $414,434.03
4970789 PALO ALTO CA 94303 SFD 7.125 6.750 $3,840.20 360 1-Mar-29 $569,544.18
4970818 CAMARILLO CA 93010 SFD 7.375 6.750 $2,417.37 360 1-Mar-29 $349,733.67
4970865 MILL VALLEY CA 94941 SFD 6.875 6.608 $2,640.86 360 1-Mar-29 $401,662.27
4970924 DOVER DE 19904 SFD 7.750 6.750 $2,005.95 360 1-Mar-29 $279,802.38
4970989 RANCHO PALOS VERDES CA 90274 SFD 7.250 6.750 $2,564.99 360 1-Mar-29 $375,706.68
4971003 ANAHEIM CA 92807 SFD 6.750 6.483 $1,634.47 360 1-Mar-29 $251,783.03
4971063 EL CAJON CA 92019 SFD 6.625 6.358 $1,901.72 360 1-Mar-29 $296,737.97
4971072 TOMS RIVER NJ 08753 SFD 7.000 6.733 $2,674.78 240 1-Mar-19 $344,337.72
4971092 WALL TOWNSHIP NJ 07753 SFD 7.375 6.750 $1,712.87 360 1-Mar-29 $247,811.30
4971143 AUSTIN TX 78746 SFD 6.875 6.608 $3,980.99 360 1-Mar-29 $605,490.89
4971159 HOUSTON TX 77005 SFD 6.875 6.608 $2,995.60 360 1-Apr-29 $456,000.00
4971237 PLEASANTON CA 94566 SFD 7.250 6.750 $3,410.89 360 1-Mar-29 $499,609.94
4971239 DARIEN CT 06820 SFD 7.125 6.750 $4,042.32 360 1-Apr-29 $600,000.00
4971241 REDWOOD CITY CA 94062 SFD 7.375 6.750 $1,759.50 360 1-Mar-29 $254,556.15
4971244 SAN JOSE CA 95135 SFD 7.125 6.750 $2,526.45 360 1-Mar-29 $374,700.11
4971294 OAK PARK CA 91377 SFD 7.500 6.750 $2,520.67 360 1-Mar-29 $360,232.46
4971309 UPLAND CA 91784 SFD 7.875 6.750 $2,646.51 360 1-Mar-29 $364,748.80
4971350 MOUNTAIN VIEW CA 94040 SFD 7.125 6.750 $3,503.34 360 1-Feb-29 $519,165.85
4971420 SAN DIEGO CA 92110 SFD 7.375 6.750 $2,009.86 360 1-Feb-29 $290,555.80
4971424 YUCAIPA CA 92399 SFD 7.125 6.750 $1,982.08 360 1-Jan-29 $292,946.00
4971444 CHICAGO IL 60607 LCO 7.125 6.750 $1,212.69 360 1-Feb-29 $179,711.27
4971474 SAN JOSE CA 95131 SFD 6.750 6.483 $1,945.80 360 1-Mar-29 $299,741.70
4971477 LONG BEACH CA 90814 SFD 7.125 6.750 $2,007.69 360 1-Mar-29 $297,569.38
4971502 WASHINGTON DC 20016 SFD 7.625 6.750 $2,280.51 360 1-Feb-29 $321,732.13
4971526 SPRING TX 77381 SFD 7.250 6.750 $1,921.70 360 1-Mar-29 $281,480.24
4971570 SAN DIEGO CA 92107 SFD 7.250 6.750 $1,694.18 360 1-Jan-29 $247,259.11
4971607 GLENDALE CA 94201 SFD 6.875 6.608 $2,144.22 360 1-Mar-29 $326,125.78
4971710 WEST HARTFORD CT 06117 SFD 7.125 6.750 $1,997.58 360 1-Apr-29 $296,500.00
4971723 CUPERTINO CA 95014 SFD 7.250 6.750 $1,855.52 360 1-Mar-29 $271,787.81
4971729 FREMONT CA 94539 SFD 7.875 6.750 $3,806.62 360 1-Mar-29 $524,140.85
4971765 SAN CARLOS CA 94070 SFD 7.375 6.750 $2,493.34 360 1-Mar-29 $360,725.31
4971893 LEXINGTON MA 02173 SFD 7.125 6.750 $2,290.65 360 1-Mar-29 $339,728.10
4971906 TELLURIDE CO 81435 PUD 7.375 6.750 $5,611.74 360 1-Mar-29 $811,881.75
4971921 BROOKEVILLE MD 20833 SFD 6.375 6.108 $2,358.23 360 1-Mar-29 $377,649.90
4971971 SARATOGA CA 95070 SFD 7.375 6.750 $3,408.49 360 1-Mar-29 $493,124.48
4971979 HOUSTON TX 77005 SFD 6.750 6.483 $2,367.38 360 1-Mar-29 $364,685.75
4971989 WHITE PLAINS NY 10605 SFD 6.625 6.358 $1,952.95 360 1-Apr-29 $305,000.00
4971993 WINCHESTER MA 01890 SFD 7.250 6.750 $1,807.77 360 1-Mar-29 $264,793.27
4972023 LA JOLLA CA 92037 SFD 7.375 6.750 $2,427.73 360 1-Mar-29 $351,232.53
4972041 PLEASANTON CA 94566 SFD 7.250 6.750 $1,773.66 360 1-Mar-29 $259,797.17
4972044 SAN RAFAEL CA 94901 SFD 7.000 6.733 $2,594.68 360 1-Mar-29 $389,680.32
4972047 LOS ALTOS CA 94022 SFD 7.125 6.750 $3,496.60 360 1-Mar-29 $518,584.96
4972051 LA JOLLA CA 92037 SFD 7.250 6.750 $6,651.22 360 1-Mar-29 $974,239.41
4972070 YORBA LINDA CA 92887 SFD 7.000 6.733 $2,894.07 360 1-Apr-29 $435,000.00
4972095 PALO ALTO CA 94303 SFD 7.250 6.750 $3,653.06 360 1-Mar-29 $535,082.25
4972113 NEWPORT BEACH CA 92625 SFD 7.000 6.733 $3,725.69 360 1-Mar-29 $559,540.00
4972149 SANTA BARBARA CA 93110 SFD 7.125 6.750 $3,233.85 360 1-Mar-29 $479,616.15
4972152 CUPERTINO CA 95014 SFD 7.000 6.733 $2,860.81 360 1-Mar-29 $429,647.52
4972283 SAN JOSE CA 95136 PUD 7.375 6.750 $2,020.23 360 1-Mar-29 $292,277.43
4972335 LOS ANGELES CA 90004 SFD 7.375 6.750 $1,747.41 360 1-Feb-29 $252,613.79
4972344 OAKLAND CA 94618 SFD 6.875 6.608 $2,220.42 360 1-Mar-29 $337,716.04
4972366 SAN JOSE CA 95118 SFD 7.625 6.750 $1,840.27 360 1-Mar-29 $259,811.81
4972378 LA CANADA FLINTRIDGE CA 91011 SFD 7.375 6.750 $2,293.05 360 1-Mar-29 $331,747.37
4972465 GAITHERSBURG MD 20882 SFD 7.250 6.750 $2,319.40 360 1-Mar-29 $339,734.77
4972523 LOS ANGELES CA 90068 SFD 6.625 6.358 $2,356.35 360 1-Mar-29 $367,675.32
4972533 PALO ALTO CA 94306 SFD 7.125 6.750 $2,358.02 360 1-Mar-29 $349,720.11
4972604 CHEVY CHASE MD 20815 HCO 7.250 6.750 $2,199.34 360 1-Mar-29 $322,148.49
4972611 POUND RIDGE NY 10576 SFD 7.375 6.750 $2,486.43 360 1-Apr-29 $360,000.00
4972616 CORTLANDT MANOR NY 10567 SFD 7.375 6.750 $1,816.48 360 1-Apr-29 $263,000.00
4972621 IRVING TX 75063 SFD 6.875 6.608 $1,642.33 360 1-Jan-29 $249,366.27
4972622 MAITLAND FL 32751 SFD 6.875 6.608 $3,941.58 360 1-Mar-29 $599,495.92
4972650 SANTA BARBARA CA 93108 SFD 6.750 6.483 $2,594.40 360 1-Apr-29 $400,000.00
4972662 WESTLAKE VILLAGE CA 91361 SFD 7.375 6.750 $3,087.32 360 1-Mar-29 $446,659.87
4972684 LIVERMORE CA 94550 SFD 7.250 6.750 $2,070.41 360 1-Mar-29 $303,263.24
4972795 NEWPORT COAST CA 92657 LCO 7.250 6.750 $1,896.46 360 1-Mar-29 $277,783.12
4972797 OAKLAND CA 94618 SFD 6.875 6.608 $2,209.26 360 1-Mar-29 $336,017.46
4972824 TAMPA FL 33609 SFD 6.875 6.608 $2,665.59 360 1-Apr-29 $405,765.00
4972829 SAN JOSE CA 95127 SFD 7.500 6.750 $1,783.00 360 1-Mar-29 $254,810.75
4972833 SANTA CLARA CA 95050 SFD 7.500 6.750 $2,377.33 360 1-Mar-29 $339,747.67
4972874 SAN CARLOS CA 94070 SFD 7.250 6.750 $2,906.07 360 1-Mar-29 $425,667.68
4972915 TENAFLY NJ 07670 SFD 7.250 6.750 $6,709.20 360 1-Mar-29 $982,732.78
4972926 MONTVILLE NJ 07045 LCO 7.000 6.733 $1,995.91 360 1-Jan-29 $299,257.96
4973051 WINTER PARK FL 32792 SFD 7.375 6.750 $2,210.17 360 1-Apr-29 $320,000.00
4973069 LOS GATOS CA 95032 SFD 7.125 6.750 $3,296.51 360 1-Apr-29 $489,300.00
4973188 SARATOGA CA 95070 SFD 7.125 6.750 $2,068.32 360 1-Mar-29 $306,754.49
4973247 FOSTER CITY CA 94404 SFD 7.875 6.750 $2,080.95 360 1-Mar-29 $286,802.49
4973267 BLAINE COUNTY ID 83333 SFD 7.250 6.750 $2,387.62 360 1-Mar-29 $349,726.96
4973313 PALO ALTO CA 94303 SFD 6.500 6.233 $2,327.28 360 1-Mar-29 $367,867.14
4973362 BOONTON NJ 07005 SFD 7.375 6.750 $3,204.73 360 1-Mar-29 $463,646.94
4973374 EAST BRUNSWICK NJ 08816 SFD 7.125 6.750 $2,964.37 360 1-Mar-29 $439,648.13
4973404 SAN JOSE CA 95131 SFD 7.875 6.750 $2,381.86 360 1-Mar-29 $328,273.92
4973415 SAN JOSE CA 95120 SFD 7.250 6.750 $2,653.67 360 1-Mar-29 $388,696.54
4973425 WALNUT CREEK CA 94595 SFD 7.500 6.750 $2,146.59 360 1-Mar-29 $306,772.16
4973456 SANTA ANA CA 92705 SFD 6.500 6.233 $1,855.12 360 1-Mar-29 $293,234.67
4973457 OGDEN UT 84403 SFD 6.875 6.608 $4,204.34 360 1-Mar-29 $639,462.33
4973487 MAGNOLIA TX 77355 SFD 6.625 6.358 $2,279.51 360 1-Mar-29 $355,685.91
4973500 WOODLAND HILLS CA 91367 SFD 7.500 6.750 $1,856.42 360 1-Mar-29 $265,302.96
4973507 SANTA MONICA CA 90403 SFD 7.125 6.750 $4,278.12 360 1-Apr-29 $635,000.00
4973617 SALT LAKE CITY UT 84109 SFD 7.375 6.750 $1,961.52 360 1-Feb-29 $283,566.47
4973674 WESTPORT CT 06880 SFD 7.000 6.733 $2,993.87 360 1-Mar-29 $449,631.13
4973850 SARATOGA CA 95070 SFD 6.875 6.608 $4,270.04 360 1-Mar-29 $649,453.92
4973886 LA GRANGE PARK IL 60526 SFD 7.250 6.750 $1,721.81 360 1-Mar-29 $252,203.11
4973966 HERNDON VA 20171 SFD 7.000 6.733 $1,730.46 360 1-Apr-29 $260,100.00
4974032 BELLEVUE WA 98006 SFD 6.875 6.608 $1,806.55 360 1-Mar-29 $274,768.97
4974056 PLEASANTON CA 94566 SFD 7.375 6.750 $2,055.45 360 1-Apr-29 $297,600.00
4974062 BERKELEY CA 94707 SFD 6.875 6.608 $2,167.87 360 1-Dec-28 $328,881.45
4974066 STUART FL 34996 SFD 7.000 6.733 $2,860.81 360 1-Mar-29 $428,643.37
4974081 VALLEYSTREAM NY 11580 SFD 7.125 6.750 $1,804.90 360 1-Nov-28 $266,099.23
4974093 PLANO TX 75093 SFD 7.000 6.733 $1,846.88 360 1-Mar-29 $277,372.45
4974104 LOS GATOS CA 95032 SFD 7.125 6.750 $2,310.86 360 1-Mar-29 $342,725.70
4974120 PHILADELPHIA PA 19103 SFD 7.000 6.733 $4,324.47 360 1-Mar-29 $649,467.20
4974150 SHINGLE SPRINGS CA 95682 SFD 7.375 6.750 $2,707.45 360 1-Mar-29 $391,701.72
4974169 SANTA MONICA CA 90402 SFD 7.125 6.750 $6,306.01 360 1-Mar-29 $933,557.50
4974182 BELMONT CA 94002 SFD 7.125 6.750 $1,887.76 360 1-Mar-29 $279,975.93
4974187 NORTH WOODMERE NY 11581 SFD 7.500 6.750 $2,384.56 240 1-Nov-18 $291,293.74
4974201 MERCER ISLAND WA 98040 SFD 6.875 6.608 $2,791.95 360 1-Mar-29 $424,642.95
4974203 CINNAMINSON NJ 08077 SFD 6.875 6.608 $2,364.95 360 1-Mar-29 $359,697.55
4974219 WOODSTOCK IL 60098 SFD 7.000 6.733 $2,627.95 360 1-Nov-28 $392,935.58
4974247 NUTLEY NJ 07110 SFD 7.500 6.750 $2,018.99 360 1-Dec-28 $287,884.73
4974311 COLLIERVILLE TN 38017 SFD 7.125 6.750 $1,744.59 360 1-Nov-28 $257,902.23
4974342 NESCONSET NY 11767 SFD 7.125 6.750 $2,054.85 360 1-Dec-28 $304,015.64
4974383 CORVALLIS OR 97330 SFD 7.000 6.733 $1,676.57 360 1-Dec-28 $251,166.47
4974438 ALAMO CA 94507 SFD 7.250 6.750 $3,465.46 360 1-Mar-29 $507,603.71
4974442 EL GRANADA CA 94018 SFD 7.500 6.750 $1,992.77 360 1-Mar-29 $284,788.48
4974452 GULFPORT FL 33707 SFD 6.750 6.483 $1,904.94 360 1-Mar-29 $293,447.12
4974466 HOUSTON TX 77024 SFD 6.625 6.358 $2,125.20 360 1-Mar-29 $331,607.16
4974526 SAINT CLAIR MI 48079 SFD 7.750 6.750 $2,527.51 360 1-Apr-29 $352,800.00
4974539 CARY NC 27513 SFD 7.000 6.733 $1,916.74 360 1-Mar-29 $287,863.84
4974555 PALO ALTO CA 94303 SFD 7.375 6.750 $2,018.16 360 1-Mar-29 $291,977.65
4974560 PALOS VERDES ESTATES CA 90274 SFD 6.625 6.358 $3,809.86 360 1-Mar-29 $594,475.04
4974562 ELMHURST IL 60126 SFD 6.875 6.608 $2,089.04 360 1-Mar-29 $317,732.84
4974566 SAN MATEO CA 94403 SFD 7.000 6.733 $2,624.62 360 1-Mar-29 $394,176.63
4974567 MARTINEZ CA 94553 SFD 7.000 6.733 $2,238.75 360 1-Mar-29 $336,224.17
4974578 SHERMAN OAKS CA 91403 SFD 7.250 6.750 $2,276.77 360 1-Mar-29 $333,489.64
4974585 REDWOOD CITY CA 94062 SFD 7.250 6.750 $2,462.66 360 1-Mar-29 $360,718.38
4974587 SAN ANTONIO TX 78248 SFD 7.875 6.750 $2,444.21 360 1-Mar-29 $336,868.01
4974596 SAN JOSE CA 95125 SFD 7.375 6.750 $3,988.65 360 1-Mar-29 $577,060.57
4974601 SAN FRANCISCO CA 94109 LCO 7.125 6.750 $4,015.37 360 1-Mar-29 $595,523.38
4974633 CANTON MA 02021 SFD 7.125 6.750 $2,021.16 360 1-Mar-29 $299,760.09
4974682 YORBA LINDA CA 92886 SFD 7.250 6.750 $2,947.01 360 1-Mar-29 $431,662.99
4974708 SAN JOSE CA 95126 SFD 6.875 6.608 $2,703.27 360 1-Mar-29 $411,154.28
4974727 LOS ALTOS CA 94024 SFD 7.875 6.750 $3,262.82 360 1-Mar-29 $449,690.31
4974763 SANTA MONICA CA 90405 SFD 6.875 6.608 $3,245.56 360 1-Apr-29 $494,050.00
4974766 LIVERMORE CA 94550 SFD 7.375 6.750 $2,210.17 360 1-Mar-29 $319,756.50
4974778 REDWOOD CITY CA 94062 SFD 6.500 6.233 $2,275.45 360 1-Mar-29 $359,674.55
4974871 PALO ALTO CA 94303 SFD 7.125 6.750 $2,081.80 360 1-Mar-29 $308,752.89
4974876 SAN JOSE CA 95008 SFD 7.125 6.750 $1,897.20 360 1-Mar-29 $281,374.80
4974882 SANTA CRUZ CA 95060 SFD 7.000 6.733 $3,625.90 360 1-Mar-29 $544,553.27
4974892 SANTA CRUZ CA 95060 SFD 7.250 6.750 $2,114.75 360 1-Mar-29 $309,758.17
4974913 FREMONT CA 94539 SFD 7.125 6.750 $2,674.67 360 1-Mar-29 $396,682.52
4974919 PORTOLA VALLEY CA 94028 SFD 7.000 6.733 $3,526.11 360 1-Mar-29 $529,565.56
4975000 PLEASANTON CA 94566 SFD 7.875 6.750 $2,138.96 360 1-Mar-29 $294,796.98
4975012 SAN FRANCISCO CA 94133 SFD 7.250 6.750 $3,206.23 360 1-Mar-29 $469,633.35
4975024 MANHATTAN BEACH CA 90266 SFD 7.375 6.750 $3,936.85 360 1-Mar-29 $569,566.27
4975030 WOODSIDE CA 94062 SFD 7.125 6.750 $2,667.93 360 1-Mar-29 $395,683.32
4975039 MANHATTAN BEACH CA 90266 SFD 6.750 6.483 $4,073.20 360 1-Mar-29 $627,459.30
4975044 SAN DIEGO CA 92106 SFD 7.375 6.750 $2,590.04 360 1-Mar-29 $374,714.65
4975071 PORTOLA VALLEY CA 94028 SFD 7.125 6.750 $4,123.16 360 1-Mar-29 $611,510.59
4975075 FREMONT CA 94539 SFD 7.000 6.733 $4,307.84 360 1-Mar-29 $646,969.24
4975098 WILTON CT 06897 SFD 7.125 6.750 $2,304.12 360 1-Apr-29 $342,000.00
4975127 LIVERMORE CA 94550 SFD 7.375 6.750 $2,065.12 360 1-Apr-29 $299,000.00
4975133 PALO ALTO CA 94306 SFD 6.750 6.483 $2,581.43 360 1-Mar-29 $397,657.32
4975150 RIDGEFIELD CT 06877 SFD 6.750 6.483 $2,449.11 360 1-Mar-29 $377,274.89
4975170 MOUNTAIN VIEW CA 94040 SFD 7.125 6.750 $2,054.85 360 1-Mar-29 $304,756.09
4975174 SAN JOSE CA 95124 SFD 7.250 6.750 $1,773.66 360 1-Apr-29 $260,000.00
4975267 MALIBU CA 90265 SFD 7.500 6.750 $3,992.52 360 1-Mar-29 $570,576.23
4975270 LA CANADA FLINTRIDGE CA 91011 SFD 7.125 6.750 $3,553.87 360 1-Mar-29 $527,078.16
4975275 JACKSON MS 39211 SFD 7.000 6.733 $2,461.62 360 1-Mar-29 $369,696.71
4975288 FREMONT CA 94538 SFD 6.875 6.608 $1,773.71 360 1-Mar-29 $269,773.17
4975308 SAN MATEO CA 94403 SFD 7.125 6.750 $1,044.27 360 1-Mar-29 $154,876.04
4975339 OAKLAND CA 94605 SFD 7.000 6.733 $2,144.27 360 1-Dec-28 $321,216.68
4975366 LIVINGSTON NJ 07039 SFD 7.375 6.750 $2,382.83 360 1-Mar-29 $344,737.48
4975374 SUNNYVALE CA 94089 LCO 7.125 6.750 $2,026.55 360 1-Mar-29 $300,559.45
4975408 SAN DIEGO CA 92122 SFD 7.125 6.750 $2,614.03 360 1-Mar-29 $387,689.72
4975412 SILVER SPRING MD 20905 SFD 7.875 6.750 $2,865.47 360 1-Mar-29 $394,928.03
4975426 SAN RAMON CA 94583 SFD 7.250 6.750 $1,880.08 360 1-Mar-29 $275,385.00
4975481 HUNTINGTON BEACH CA 92646 SFD 7.125 6.750 $1,910.00 360 1-Mar-29 $283,273.28
4975489 ALAMO CA 94507 SFD 7.125 6.750 $2,979.86 360 1-Feb-29 $441,067.27
4975556 BOSTON MA 02118 LCO 7.125 6.750 $2,613.70 360 1-Apr-29 $387,950.00
4975566 FREMONT CA 94539 SFD 7.250 6.750 $3,369.96 360 1-Mar-29 $493,614.62
4975639 PALM HARBOR FL 34685 SFD 7.375 6.750 $1,933.90 360 1-Mar-29 $279,786.93
4975641 SIMI VALLEY CA 93065 SFD 7.500 6.750 $2,069.68 360 1-Mar-29 $295,780.32
4975651 PASO ROBLES CA 93446 SFD 7.250 6.750 $2,710.99 240 1-Mar-19 $342,361.30
4975667 SAN MATEO CA 94403 SFD 6.875 6.608 $2,003.64 360 1-Mar-29 $304,743.76
4975732 CAMPBELL CA 95008 SFD 7.250 6.750 $2,180.24 360 1-Mar-29 $319,350.68
4975745 MOUNT AIRY MD 21771 SFD 6.750 6.483 $2,023.63 360 1-Mar-29 $311,096.17
4975776 PUYALLUP WA 98374 SFD 7.125 6.750 $2,694.87 360 1-Mar-29 $399,680.13
4975781 HUNTINGTON BEACH CA 92648 SFD 7.250 6.750 $3,288.09 360 1-Mar-29 $481,623.99
4975785 WESTPORT CT 06880 SFD 6.375 6.108 $3,212.93 360 1-Apr-29 $515,000.00
4975802 SANTA MONICA CA 90402 SFD 7.250 6.750 $2,974.29 360 1-Mar-29 $435,634.17
4975808 PALO ALTO CA 94301 SFD 7.000 6.733 $4,324.47 360 1-Mar-29 $649,467.20
4975823 SAN JOSE CA 95121 SFD 7.250 6.750 $2,387.62 360 1-Mar-29 $349,726.96
4975844 BELLEVUE WA 98007 SFD 7.250 6.750 $2,101.11 360 1-Mar-29 $307,759.72
4975849 MERCER ISLAND WA 98040 SFD 7.250 6.750 $2,462.66 360 1-Mar-29 $360,718.38
4975868 NICEVILLE FL 32578 SFD 7.125 6.750 $2,021.16 360 1-Mar-29 $299,760.09
4976008 WESTLAKE VILLAGE CA 91361 SFD 7.125 6.750 $2,940.38 360 1-Mar-29 $436,090.98
4976061 SUMNER WA 98390 SFD 6.875 6.608 $1,655.46 360 1-Mar-29 $251,788.29
4976071 SAN JOSE CA 95124 SFD 7.125 6.750 $2,088.53 360 1-Mar-29 $309,752.10
4976078 HAYWARD CA 94542 SFD 6.875 6.608 $2,476.63 360 1-Mar-29 $376,683.27
4976096 MANHATTAN BEACH CA 90266 SFD 7.250 6.750 $3,169.40 360 1-Mar-29 $462,737.56
4976129 SAN FRANCISCO CA 94132 SFD 7.250 6.750 $1,990.25 360 1-Mar-29 $291,522.41
4976136 TRES PINOS CA 95075 SFD 7.000 6.733 $1,916.07 360 1-Dec-28 $287,047.42
4976179 TRABUCO CANYON CA 92679 SFD 7.250 6.750 $1,903.28 360 1-Mar-29 $278,782.35
4976218 ENCINO CA 91436 SFD 6.625 6.358 $2,603.19 360 1-Mar-29 $406,191.30
4976246 PLYMOUTH TWP MI 48170 SFD 6.875 6.608 $1,729.04 360 1-Mar-29 $262,978.88
4976391 BRIARCLIFF MANOR NY 10510 SFD 7.250 6.750 $1,967.40 360 1-Mar-29 $288,175.02
4976456 ST.GEORGE UT 84770 SFD 7.250 6.750 $2,796.92 360 1-Mar-29 $409,674.13
4976519 SARATOGA CA 95070 SFD 7.125 6.750 $3,988.42 360 1-Mar-29 $591,526.58
4976536 TUSTIN CA 92782 SFD 7.250 6.750 $2,015.84 360 1-Apr-29 $295,500.00
4976538 SAN ANTONIO TX 78218 SFD 6.625 6.358 $1,855.95 360 1-Mar-29 $289,594.26
4976651 REDWOOD CITY CA 94065 PUD 7.750 6.750 $3,379.68 360 1-Mar-29 $471,417.04
4976664 MOUNTAIN VIEW CA 94040 SFD 6.625 6.358 $4,611.83 240 1-Mar-19 $611,269.68
4976757 PAYSON AZ 85541 SFD 7.750 6.750 $3,209.53 360 1-Mar-29 $447,683.80
4976773 BURBANK CA 91505 SFD 7.000 6.733 $1,796.32 360 1-Feb-29 $269,556.07
4976780 PLEASANTON CA 94566 SFD 7.375 6.750 $1,768.13 360 1-Mar-29 $255,805.20
4976800 LAGUNA NIGUEL CA 92677 SFD 6.875 6.608 $2,102.18 360 1-Feb-29 $319,460.77
4976848 HACIENDA HEIGHTS CA 91745 SFD 7.375 6.750 $1,906.27 360 1-Mar-29 $275,789.98
4976855 LOS ANGELES CA 90056 SFD 7.000 6.733 $1,952.67 360 1-Feb-29 $293,017.42
4976882 FREMONT CA 94539 SFD 7.250 6.750 $3,629.18 360 1-Mar-29 $531,584.99
4976883 SAN ANSELMO CA 94960 SFD 6.625 6.358 $2,580.46 360 1-Mar-29 $402,144.44
4976893 DARIEN CT 06820 SFD 7.250 6.750 $3,383.60 360 1-Apr-29 $496,000.00
4976895 ROSWELL GA 30075 SFD 7.375 6.750 $2,292.35 360 1-Mar-29 $331,647.45
4976899 MILPITAS CA 95035 SFD 7.000 6.733 $1,829.59 360 1-Feb-29 $274,547.84
4976902 LONG BEACH CA 90815 SFD 6.875 6.608 $2,962.10 360 1-Feb-29 $450,140.20
4976911 SAINT CHARLES IL 60174 SFD 7.000 6.733 $2,681.17 360 1-Apr-29 $403,000.00
4976930 CALABASAS CA 91302 SFD 7.375 6.750 $2,052.69 360 1-Mar-29 $296,973.85
4976937 PISMO BEACH CA 93449 SFD 7.375 6.750 $2,191.17 360 1-Mar-29 $317,008.60
4976956 LOS ANGELES CA 90049 SFD 7.125 6.750 $4,139.33 360 1-Mar-29 $613,908.67
4976992 ISSAQUAH WA 98029 SFD 6.500 6.233 $2,024.83 360 1-Mar-29 $320,060.40
4977114 CUPERTINO CA 95014 SFD 7.250 6.750 $3,875.62 360 1-Mar-29 $567,681.80
4977127 BOSTON MA 02118 LCO 7.125 6.750 $2,236.75 360 1-Mar-29 $331,734.50
4977135 PALO ALTO CA 94303 SFD 7.125 6.750 $2,694.88 360 1-Mar-29 $399,680.12
4977195 LA CRESCENTA CA 91214 SFD 6.875 6.608 $1,819.70 360 1-Apr-29 $277,000.00
4977202 BELLEVUE WA 98006 SFD 7.000 6.733 $3,171.50 360 1-Mar-29 $476,309.25
4977344 PALO ALTO CA 94306 SFD 7.250 6.750 $3,499.57 360 1-Mar-29 $512,599.81
4977348 DALLAS TX 75220 SFD 6.375 6.108 $3,587.26 360 1-Apr-29 $575,000.00
4977372 SARATOGA CA 95070 SFD 7.250 6.750 $2,524.06 360 1-Mar-29 $369,711.36
4977394 MARBLEHEAD MA 01945 SFD 7.125 6.750 $2,088.53 360 1-Apr-29 $310,000.00
4977415 HOUSTON TX 77005 SFD 6.750 6.483 $1,816.08 360 1-Apr-29 $280,000.00
4977417 SARATOGA CA 95070 SFD 7.125 6.750 $2,560.14 360 1-Mar-29 $379,696.11
4977492 NEEDHAM MA 02492 SFD 6.500 6.233 $2,351.30 360 1-Mar-29 $371,663.70
4977527 ALAMEDA CA 94502 SFD 7.875 6.750 $2,842.28 360 1-Mar-29 $391,730.22
4977536 SUNNYVALE CA 94087 SFD 7.250 6.750 $2,968.83 360 1-Mar-29 $434,329.33
4977568 LOS ALTOS CA 94022 SFD 7.875 6.750 $4,486.37 360 1-Mar-29 $618,324.18
4977743 HOUSTON TX 77024 SFD 6.875 6.608 $2,548.23 360 1-Apr-29 $387,900.00
4977764 HUNTINGTON BEACH CA 92648 SFD 7.125 6.750 $2,398.44 360 1-Mar-29 $355,715.31
4977782 LOS ANGELES CA 90046 SFD 7.000 6.733 $2,916.03 360 1-Feb-29 $437,579.34
4977799 WALNUT CA 91789 SFD 7.000 6.733 $3,166.84 360 1-Feb-29 $475,217.38
4977809 HAYWARD CA 94542 SFD 6.625 6.358 $2,305.12 360 1-Mar-29 $359,682.38
4977818 WALNUT CA 91789 SFD 7.375 6.750 $1,688.71 360 1-Mar-29 $244,313.95
4977827 NEWPORT BEACH CA 92663 SFD 7.375 6.750 $3,881.60 360 1-Mar-29 $561,572.36
4977873 PALO ALTO CA 94303 SFD 7.375 6.750 $2,244.70 360 1-Mar-29 $324,752.70
4977951 DANVILLE CA 94526 SFD 7.375 6.750 $2,173.56 360 1-Mar-29 $314,460.53
4977976 GIG HARBOR WA 98332 SFD 7.500 6.750 $3,129.68 360 1-Mar-29 $447,267.82
4978032 SAN JOSE CA 95132 SFD 7.125 6.750 $3,105.85 360 1-Mar-29 $460,631.34
4978043 RANCHO PALOS VERDES CA 90275 SFD 7.000 6.733 $2,195.50 360 1-Feb-29 $329,457.42
4978269 SAN MARINO CA 91108 SFD 6.875 6.608 $3,205.82 360 1-Apr-29 $488,000.00
4978307 FAIRFIELD CA 94533 SFD 7.750 6.750 $2,113.42 360 1-Mar-29 $294,791.79
4978341 IVINS UT 84738 SFD 7.000 6.733 $2,262.03 360 1-Mar-29 $339,721.30
4978362 LOS ANGELES CA 90024 SFD 7.375 6.750 $2,586.58 360 1-Mar-29 $374,215.03
4978491 FOSTER CITY CA 94404 SFD 7.250 6.750 $2,285.30 360 1-Apr-29 $335,000.00
4978525 PLANO TX 75093 SFD 6.875 6.608 $1,881.44 360 1-Mar-29 $286,159.39
4978536 PALO ALTO CA 94301 SFD 7.375 6.750 $2,541.69 360 1-Mar-29 $367,719.98
4978684 SAN RAMON CA 94583 SFD 7.500 6.750 $2,524.17 360 1-Mar-29 $360,732.08
4978717 SAN JOSE CA 95135 SFD 7.375 6.750 $1,913.18 360 1-Mar-29 $276,789.22
4978747 LITTLETON CO 80124 SFD 7.500 6.750 $2,773.08 360 1-Mar-29 $396,305.67
4978757 SAN CARLOS CA 94070 SFD 7.000 6.733 $2,574.73 360 1-Mar-29 $386,682.77
4978772 MOORPARK CA 93021 SFD 7.250 6.750 $2,039.71 360 1-Mar-29 $298,766.75
4978856 HUNTINGTON BEACH CA 92648 SFD 6.625 6.358 $2,458.80 360 1-Apr-29 $384,000.00
4978868 NASHVILLE TN 37205 SFD 7.000 6.733 $2,453.63 360 1-Mar-29 $368,497.70
4978914 DUBLIN CA 94568 SFD 7.500 6.750 $2,981.46 360 1-Mar-29 $426,083.54
4978916 REDMOND WA 98052 SFD 6.875 6.608 $1,832.84 360 1-Mar-29 $278,765.60
4978954 FISHERS IN 46038 SFD 7.375 6.750 $2,417.36 360 1-Mar-29 $349,733.68
4978981 LOS GATOS CA 95032 SFD 6.750 6.483 $3,956.45 360 1-Mar-29 $609,474.80
4979009 PASADENA MD 21122 SFD 6.625 6.358 $1,895.33 360 1-Mar-29 $295,738.84
4979042 SAN JOSE CA 95133 SFD 7.000 6.733 $1,729.79 360 1-Mar-29 $259,786.88
4979098 SIMI VALLEY CA 93065 SFD 7.875 6.750 $3,175.81 360 1-Mar-29 $437,698.57
4979124 BROOKLYN NY 11217 MF2 7.000 6.733 $2,168.89 360 1-Mar-29 $325,732.78
4979171 FREMONT CA 94539 SFD 8.125 6.750 $2,598.75 360 1-Apr-29 $350,000.00
4979173 OAKLAND CA 94611 SFD 7.375 6.750 $2,348.30 360 1-Apr-29 $340,000.00
4979193 NAPLES FL 34108 HCO 7.000 6.733 $1,839.57 360 1-Mar-29 $276,273.35
4979200 SARATOGA CA 95070 SFD 7.250 6.750 $3,069.79 360 1-Feb-29 $449,295.80
4979213 TRABUCO CANYON AREA CA 92679 SFD 6.875 6.608 $1,952.39 360 1-Feb-29 $296,699.21
4979222 VALENCIA CA 91354 SFD 6.875 6.608 $2,020.06 360 1-Feb-29 $306,981.84
4979307 SUDBURY MA 01776 SFD 6.875 6.608 $2,299.26 360 1-Apr-29 $350,000.00
4979499 DELRAY BEACH FL 33446 SFD 7.000 6.733 $2,993.87 360 1-Apr-29 $450,000.00
4979502 MISSION VIEJO CA 92692 SFD 7.875 6.750 $4,640.45 360 1-Mar-29 $639,559.55
4979521 ORINDA CA 94563 SFD 7.125 6.750 $2,864.66 360 1-Mar-29 $424,859.97
4979544 CUPERTINO CA 95014 SFD 7.375 6.750 $3,108.04 360 1-Mar-29 $449,657.58
4979591 HERMOSA BEACH CA 90254 SFD 7.000 6.733 $4,324.47 360 1-Apr-29 $650,000.00
4979610 SARATOGA CA 95070 SFD 7.125 6.750 $3,873.89 360 1-Apr-29 $575,000.00
4979623 BOWIE MD 20716 SFD 6.875 6.608 $3,153.26 360 1-Mar-29 $479,596.74
4979674 BELLEVUE WA 98005 SFD 7.000 6.733 $2,353.18 360 1-Mar-29 $353,410.07
4979882 PORTOLA VALLEY CA 94028 SFD 7.125 6.750 $5,086.58 360 1-Mar-29 $754,396.23
4979909 ALAMO CA 94507 SFD 6.625 6.358 $2,919.82 360 1-Mar-29 $455,597.68
4979926 SANTA BARBARA CA 93105 SFD 6.750 6.483 $2,069.03 360 1-Mar-29 $318,725.35
4979929 PALO ALTO CA 94306 SFD 7.250 6.750 $2,677.55 360 1-Mar-29 $392,193.80
4979937 LOS ANGELES CA 90049 SFD 7.375 6.750 $4,834.73 360 1-Mar-29 $699,467.35
4980144 MOUNTAIN VIEW CA 94041 SFD 7.250 6.750 $2,987.94 360 1-Apr-29 $438,000.00
4980218 CINCINATTI OH 45227 SFD 6.625 6.358 $1,685.30 360 1-Mar-29 $262,967.79
4980237 MARLBORO NJ 07751 SFD 6.875 6.608 $1,911.66 360 1-Mar-29 $290,755.53
4980257 SUNNYVALE CA 94086 PUD 7.375 6.750 $1,961.52 360 1-Mar-29 $283,783.90
4980282 SAN FRANCISCO CA 94131 SFD 6.750 6.483 $1,595.56 360 1-Mar-29 $245,383.75
4980283 COMMACK NY 11725 PUD 7.125 6.750 $2,263.69 360 1-Mar-29 $335,731.31
4980490 HUNTINGTON BEACH CA 92649 SFD 7.125 6.750 $3,132.80 360 1-Mar-29 $464,628.14
4980525 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.750 $2,155.68 360 1-Mar-29 $315,753.49
4980653 DIX HILLS NY 11746 SFD 7.250 6.750 $2,251.19 360 1-Mar-29 $329,742.56
4980742 ORLANDO FL 32803 SFD 6.875 6.608 $2,627.72 360 1-Apr-29 $400,000.00
4980837 SAN JOSE CA 95135 SFD 7.000 6.733 $2,319.25 360 1-Mar-29 $348,314.25
4980858 FREMONT CA 94539 SFD 6.625 6.358 $2,868.60 360 1-Apr-29 $448,000.00
4980925 VALLEY VILLAGE CA 91607 SFD 7.125 6.750 $2,915.86 360 1-Apr-29 $432,800.00
4980965 MONTGOMERY NJ 08558 SFD 6.875 6.608 $1,905.10 360 1-Feb-29 $289,511.31
4980966 LAWRENCE KS 66044 SFD 6.875 6.608 $1,847.62 360 1-Mar-29 $281,013.71
4980970 BURKE VA 22015 SFD 6.875 6.608 $2,217.14 360 1-Mar-29 $337,216.45
4981176 CUPERTINO CA 95014 SFD 7.125 6.750 $2,364.76 360 1-Mar-29 $350,719.30
4981193 MOUNTAIN VIEW CA 94040 SFD 7.000 6.733 $3,231.38 360 1-Mar-29 $485,301.87
4981200 IPSWICH MA 01938 SFD 6.750 6.483 $2,107.95 360 1-Apr-29 $325,000.00
4981281 MORGAN HILL CA 95037 SFD 7.250 6.750 $2,142.04 360 1-Apr-29 $314,000.00
4981474 FRANKLIN MA 02038 SFD 7.625 6.750 $2,229.56 360 1-Mar-29 $314,772.00
4981500 BELMONT CA 94002 SFD 7.625 6.750 $4,409.56 360 1-Mar-29 $622,549.09
4981519 LITTLETON CO 80128 SFD 7.000 6.733 $2,033.16 360 1-Mar-29 $305,349.51
4981530 TUSTIN CA 92782 SFD 6.250 5.983 $2,070.35 360 1-Mar-29 $335,930.95
4981710 DALLAS TX 75240 SFD 6.875 6.608 $1,839.41 360 1-Mar-29 $277,753.30
4981712 LOS ALTOS HILLS CA 94022 SFD 6.500 6.233 $3,792.41 360 1-Apr-29 $600,000.00
4982200 ASPEN CO 81611 LCO 7.250 6.750 $2,626.38 360 1-Mar-29 $384,699.66
4982275 SAN FRANCISCO CA 94122 SFD 7.375 6.750 $2,348.30 360 1-Mar-29 $339,741.28
4982316 HUNTINGTON BEACH CA 92648 SFD 7.250 6.750 $1,923.74 360 1-Mar-29 $281,780.01
4982334 SAN JOSE CA 95124 SFD 6.500 6.233 $1,946.77 360 1-Mar-29 $307,721.56
4982360 LAWRENCE KS 66044 SFD 7.000 6.733 $1,771.37 360 1-Mar-29 $266,031.75
4982367 SAN FRANCISCO CA 94108 HCO 7.125 6.750 $2,768.31 360 1-Apr-29 $410,900.00
4982535 WALNUT CREEK CA 94596 SFD 7.250 6.750 $2,529.51 360 1-Mar-29 $370,510.74
4982550 SAN JOSE CA 95135 SFD 7.250 6.750 $2,718.48 360 1-Mar-29 $398,189.12
4982578 PIEDMONT CA 94611 SFD 7.375 6.750 $2,777.56 360 1-Mar-29 $401,843.99
4982599 DANVILLE CA 94526 SFD 7.500 6.750 $2,097.65 360 1-Apr-29 $300,000.00
4982608 LOS ALTOS HILLS CA 94022 SFD 7.000 6.733 $3,925.29 360 1-Mar-29 $589,516.38
4982612 POTOMAC MD 20854 SFD 7.500 6.750 $6,747.43 360 1-Apr-29 $965,000.00
4982680 FREMONT CA 94539 SFD 7.875 6.750 $2,907.53 360 1-Mar-29 $400,724.03
4982710 SUNNYVALE CA 94086 SFD 7.875 6.750 $2,320.23 360 1-Mar-29 $319,779.77
4982735 CUPERTINO CA 95014 SFD 7.250 6.750 $3,271.04 360 1-Mar-29 $479,125.94
4982743 SARATOGA CA 95070 SFD 6.875 6.608 $2,529.18 360 1-Apr-29 $385,000.00
4982803 SAN JOSE CA 95120 SFD 7.375 6.750 $3,784.90 360 1-Mar-29 $547,583.02
4982838 SAN JOSE CA 95123 SFD 7.000 6.733 $1,862.85 360 1-Feb-29 $279,539.63
4982850 REDWOOD CITY CA 94065 SFD 7.375 6.750 $2,403.55 360 1-Feb-29 $347,468.77
4982854 MORGAN HILL CA 95037 SFD 7.000 6.733 $2,494.88 360 1-Feb-29 $374,383.45
4982859 GRANITE BAY CA 95746 SFD 7.750 6.750 $2,188.28 360 1-Feb-29 $305,017.45
4982889 MOUNTAIN BROOK AL 35213 SFD 6.875 6.608 $1,970.79 360 1-Feb-29 $299,494.48
4982892 MOUNTAIN VIEW CA 94043 PUD 7.250 6.750 $1,937.38 360 1-Feb-29 $283,492.19
4982898 MORAGA CA 94556 SFD 7.125 6.750 $3,227.11 360 1-Feb-29 $478,231.64
4982961 GREENWICH CT 06831 SFD 7.000 6.733 $4,989.77 360 1-Apr-29 $750,000.00
4982972 SARATOGA CA 95070 SFD 7.375 6.750 $2,182.53 360 1-Mar-29 $315,759.55
4983056 MENLO PARK CA 94025 SFD 7.375 6.750 $3,121.86 360 1-Mar-29 $451,577.92
4983071 NORFOLK VA 23507 SFD 6.875 6.608 $1,921.52 360 1-Mar-29 $292,254.26
4983115 SAN DIEGO CA 92130 SFD 7.250 6.750 $2,977.02 360 1-Mar-29 $436,059.56
4983171 FOSTER CITY CA 94404 SFD 7.000 6.733 $2,561.41 360 1-Feb-29 $383,487.27
4983179 FOSTER CITY CA 94404 SFD 7.375 6.750 $1,747.41 360 1-Mar-29 $252,807.49
4983210 VENTURA CA 93003 SFD 7.250 6.750 $2,578.63 360 1-Mar-29 $377,705.12
4983248 PLEASANTON CA 94588 SFD 7.500 6.750 $1,776.01 360 1-Apr-29 $254,000.00
4983271 LIBERTYVILLE IL 60048 SFD 7.125 6.750 $2,155.90 360 1-Mar-29 $319,744.10
4983287 BOCA RATON FL 33496 SFD 7.125 6.750 $2,061.58 360 1-Apr-29 $306,000.00
4983338 BETHESDA MD 20817 SFD 6.500 6.233 $4,108.45 360 1-Mar-29 $649,412.38
4983386 LOS ALTOS CA 94024 SFD 6.875 6.608 $4,270.04 360 1-Apr-29 $650,000.00
4983481 TAVERNIER FL 33070 SFD 7.375 6.750 $3,453.38 360 1-Apr-29 $500,000.00
4983568 MENLO PARK CA 94025 SFD 7.250 6.750 $2,524.06 360 1-Feb-29 $369,420.97
4983615 CAMARILLO CA 93010 SFD 7.000 6.733 $2,015.87 360 1-Mar-29 $302,751.63
4983646 LOS ANGELES CA 90025 SFD 7.375 6.750 $2,762.71 360 1-Apr-29 $400,000.00
4983711 ANDOVER MN 55304 SFD 7.125 6.750 $1,749.35 360 1-Mar-29 $259,448.36
4983957 TOPSFIELD MA 01983 SFD 7.500 6.750 $3,334.20 360 1-Mar-29 $476,496.11
4983982 MONTEBELLO CA 90640 SFD 6.875 6.608 $1,662.03 360 1-Mar-29 $252,787.45
4984137 MUKWONAGO WI 53149 SFD 6.375 6.108 $1,977.67 360 1-Mar-29 $316,706.39
4984216 SAN JOSE CA 95125 SFD 7.250 6.750 $1,951.03 360 1-Apr-29 $286,000.00
4984256 LOS ALTOS HILLS CA 94024 SFD 7.250 6.750 $2,728.71 360 1-Mar-29 $399,687.96
4984360 MOUNTAIN VIEW CA 94040 SFD 7.250 6.750 $2,403.31 360 1-Mar-29 $352,025.17
4984411 WOODLAND HILLS CA 91364 SFD 6.750 6.483 $2,584.66 360 1-Mar-29 $398,156.90
4984412 DIABLO CA 94526 SFD 7.125 6.750 $2,627.51 360 1-Mar-29 $389,615.63
4984425 CALABASAS CA 91302 SFD 6.875 6.608 $1,740.86 360 1-Feb-29 $264,553.46
4984450 DETROIT MI 48202 SFD 7.750 6.750 $1,826.86 360 1-Mar-29 $254,820.01
4984452 AGOURA HILLS CA 91301 SFD 7.250 6.750 $1,957.85 360 1-Feb-29 $286,550.87
4984453 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.750 $1,848.70 360 1-Feb-29 $270,575.91
4984455 VERO BEACH FL 32963 SFD 7.250 6.750 $3,820.19 360 1-Mar-29 $559,563.14
4984457 BEVERLY HILLS CA 90212 SFD 7.000 6.733 $3,379.74 360 1-Feb-29 $506,731.96
4984466 LONG HILL TOWNSHIP NJ 07946 SFD 7.000 6.733 $2,262.03 360 1-Mar-29 $339,721.30
4984476 ENCINO AREA CA 91316 SFD 6.750 6.483 $3,424.60 360 1-Feb-29 $527,088.24
4984486 MORRO BAY CA 93442 SFD 7.250 6.750 $1,243.27 360 1-Mar-29 $182,107.82
4984499 HILLSBORO OR 97124 SFD 7.000 6.733 $1,928.05 360 1-Feb-29 $289,320.14
4984502 AUSTIN TX 78703 SFD 7.250 6.750 $3,990.73 360 1-Feb-29 $584,084.54
4984505 SANTA BARBARA CA 93101 SFD 7.625 6.750 $2,123.38 360 1-Dec-28 $299,123.17
4984561 WHITESTONE NY 11357 SFD 6.875 6.608 $1,806.56 360 1-Feb-29 $274,536.61
4984593 STAMFORD CT 06905 SFD 6.875 6.608 $2,956.18 360 1-Mar-29 $449,621.95
4984619 REISTERSTOWN MD 21136 SFD 7.375 6.750 $2,016.77 360 1-Mar-29 $291,777.81
4984631 CORINTH TX 76205 PUD 6.500 6.233 $1,737.56 360 1-Mar-29 $274,651.48
4984634 TRUMBULL CT 06611 SFD 7.375 6.750 $1,049.83 360 1-Feb-29 $151,245.42
4984644 CHADDS FORD PA 19317 SFD 7.250 6.750 $2,750.53 360 1-Feb-29 $402,569.04
4984651 BERKELEY CA 94704 SFD 7.125 6.750 $1,852.73 360 1-Mar-29 $274,780.08
4984661 PALO ALTO CA 94303 SFD 7.250 6.750 $2,558.16 360 1-Feb-29 $373,707.51
4984844 SAN JOSE CA 95117 SFD 6.750 6.483 $1,816.08 360 1-Apr-29 $280,000.00
4984892 LOS ANGELES CA 90077 SFD 7.250 6.750 $4,093.06 360 1-Feb-29 $599,061.05
4984902 ESCONDIDO AREA CA 92029 SFD 6.875 6.608 $3,468.59 360 1-Feb-29 $525,984.54
4984920 SAN MARINO CA 91108 SFD 6.875 6.608 $3,416.03 360 1-Mar-29 $519,563.14
4984948 YORBA LINDA CA 92887 SFD 7.125 6.750 $3,399.59 360 1-Mar-29 $504,196.47
4985031 SAN FRANCISCO CA 94105 LCO 7.250 6.750 $1,855.52 360 1-Feb-29 $271,574.35
4985201 CORONA DEL MAR CA 92625 LCO 6.750 6.483 $2,553.92 360 1-Apr-29 $393,760.00
4985209 BURLINGAME CA 94010 SFD 7.500 6.750 $3,434.90 360 1-Mar-29 $490,885.41
4985226 ALISO VIEJO CA 92656 SFD 7.250 6.750 $1,896.46 360 1-Apr-29 $278,000.00
4985233 HILTON HEAD ISLAND SC 29928 LCO 7.000 6.733 $1,814.95 360 1-Apr-29 $272,800.00
4985234 CORAL GABLES FL 33134 SFD 6.875 6.608 $2,463.49 360 1-Apr-29 $375,000.00
4985278 SAN FRANCISCO CA 94112 SFD 6.875 6.608 $1,596.34 360 1-Mar-29 $242,795.85
4985384 FREMONT CA 94539 SFD 7.375 6.750 $2,838.68 360 1-Apr-29 $411,000.00
4985493 UNION CITY CA 94587 SFD 7.125 6.750 $2,459.08 360 1-Apr-29 $365,000.00
4985505 SAN CLEMENTE CA 92673 SFD 7.375 6.750 $2,058.22 360 1-Apr-29 $298,000.00
4985693 PASADENA CA 91103 SFD 6.875 6.608 $3,284.65 360 1-Feb-29 $499,157.46
4985724 GRANITE BAY CA 95746 SFD 7.125 6.750 $2,256.96 360 1-Apr-29 $335,000.00
4985731 FREMONT CA 94539 SFD 7.875 6.750 $2,326.75 360 1-Apr-29 $320,900.00
4985734 BELMONT CA 94002 SFD 7.375 6.750 $1,795.76 360 1-Mar-29 $259,802.16
4985791 MENLO PARK CA 94025 SFD 7.375 6.750 $2,762.71 360 1-Mar-29 $399,695.62
4985852 DANVILLE CA 94506 SFD 7.375 6.750 $2,831.77 360 1-Apr-29 $410,000.00
4985874 SALT LAKE CITY UT 84103 SFD 6.875 6.608 $1,708.01 360 1-Mar-29 $259,781.57
4985903 CYPRESS CA 90630 SFD 7.375 6.750 $2,210.17 360 1-Apr-29 $320,000.00
4986027 TRABUCO CANYON CA 92679 SFD 7.375 6.750 $2,044.40 360 1-Apr-29 $296,000.00
4986226 LOS GATOS CA 95032 SFD 7.250 6.750 $1,855.52 360 1-Mar-29 $271,787.81
4986278 SAN JOSE CA 95124 SFD 7.000 6.733 $1,846.22 360 1-Apr-29 $277,500.00
4986325 MANHATTAN BEACH CA 90266 SFD 7.375 6.750 $3,639.86 360 1-Apr-29 $527,000.00
4986328 SAN JOSE CA 95120 SFD 7.250 6.750 $2,285.30 360 1-Mar-29 $334,738.66
4986469 SAN RAFAEL CA 94901 SFD 7.250 6.750 $4,434.15 360 1-Apr-29 $650,000.00
4986473 NAPLES FL 34103 SFD 7.375 6.750 $2,983.72 360 1-Apr-29 $432,000.00
4986591 LOS ALTOS HILLS CA 94022 SFD 7.125 6.750 $3,441.36 360 1-Apr-29 $510,800.00
4986613 REDWOOD CITY CA 94065 SFD 7.250 6.750 $1,978.32 360 1-Mar-29 $289,773.76
4986656 DANVILLE CA 94526 SFD 7.375 6.750 $2,095.51 360 1-Mar-29 $303,169.14
4986735 SAN CARLOS CA 94070 SFD 7.875 6.750 $2,494.24 360 1-Mar-29 $343,763.26
4986880 INDIANAPOLIS IN 46256 SFD 6.750 6.483 $2,542.50 360 1-Nov-28 $390,293.41
4986901 PALO ALTO CA 94306 SFD 6.875 6.608 $2,299.25 360 1-Mar-29 $349,705.96
4986923 SANDY UT 84092 SFD 7.375 6.750 $3,025.16 360 1-Mar-29 $437,666.71
4986927 OSSINING NY 10562 SFD 7.250 6.750 $2,101.10 360 1-Mar-29 $307,759.73
4987047 LOS GATOS CA 95032 SFD 7.375 6.750 $2,458.81 360 1-Apr-29 $356,000.00
4987148 FREMONT CA 94539 SFD 7.125 6.750 $2,139.74 360 1-Apr-29 $317,600.00
4987338 SAN FRANCISCO CA 94113 HCO 7.000 6.733 $2,661.21 360 1-Mar-29 $399,672.12
4987410 GLENDORA CA 91741 SFD 6.875 6.608 $2,752.54 360 1-Mar-29 $418,647.98
4987463 CARMEL CA 93923 SFD 6.750 6.483 $3,470.00 360 1-Apr-29 $535,000.00
4987573 LOS ANGELES CA 90024 SFD 7.375 6.750 $2,935.37 360 1-Feb-29 $424,351.23
4987581 MOSS BEACH CA 94038 SFD 7.500 6.750 $2,272.45 360 1-Feb-29 $324,516.09
4987590 SIMI VALLEY CA 93065 PUD 7.375 6.750 $1,785.40 360 1-Mar-29 $258,303.30
4987591 SUNNYVALE CA 94087 SFD 7.125 6.750 $2,991.32 360 1-Apr-29 $444,000.00
4987596 LOS ALTOS HILLS CA 94024 SFD 7.000 6.733 $4,198.06 360 1-Feb-29 $629,962.53
4987621 OAKLAND CA 94611 SFD 7.125 6.750 $2,694.88 360 1-Apr-29 $400,000.00
4987625 SAN JOSE CA 95148 SFD 7.000 6.733 $2,528.15 360 1-Feb-29 $379,058.90
4987768 FRIENDSVILLE TN 37737 SFD 7.375 6.750 $2,458.81 360 1-Oct-28 $354,349.46
4987796 MEMPHIS TN 38120 SFD 7.125 6.750 $2,880.82 360 1-Nov-28 $425,869.85
4987804 GERMANTOWN TN 38138 SFD 7.250 6.750 $2,363.75 360 1-Nov-28 $345,132.01
4987816 GERMANTOWN TN 38139 SFD 7.125 6.750 $2,486.02 360 1-Sep-28 $366,897.26
4987820 KNOXVILLE TN 37922 SFD 7.000 6.733 $1,796.32 360 1-Dec-28 $269,106.93
4987824 CORDOVA TN 38018 SFD 7.125 6.750 $1,909.99 360 1-Nov-28 $282,352.87
4987831 COLLIERVILLE TN 38017 SFD 7.375 6.750 $1,923.18 360 1-Oct-28 $277,159.07
4987846 LA VERNE CA 91750 SFD 6.875 6.608 $2,696.70 360 1-Apr-29 $410,500.00
4988027 EAGLE ID 83616 SFD 7.375 6.750 $ 751.11 360 1-Apr-29 $108,750.00
4988219 LAGUNA HILLS CA 92653 SFD 7.000 6.733 $1,995.91 360 1-Apr-29 $300,000.00
4988240 SANTA ANA CA 92705 SFD 7.250 6.750 $2,169.33 360 1-Mar-29 $317,751.92
4988284 REDONDO BEACH CA 90277 LCO 7.250 6.750 $1,738.87 360 1-Mar-29 $254,701.15
4988299 ROWLAND HEIGHTS AREA CA 91748 SFD 7.375 6.750 $2,348.30 360 1-Mar-29 $339,741.28
4988320 RANCHO PALOS VERDES CA 90275 SFD 6.875 6.608 $2,956.18 360 1-Mar-29 $449,621.95
4988335 LAGUNA BEACH CA 92651 SFD 7.500 6.750 $2,950.69 360 1-Mar-29 $421,686.81
4988345 CULVER CITY CA 90230 LCO 7.000 6.733 $1,729.79 360 1-Mar-29 $259,786.88
4988355 MOSS BEACH CA 94038 SFD 7.125 6.750 $2,192.96 360 1-Mar-29 $325,239.70
4988389 SOUTH SALEM NY 10590 SFD 7.250 6.750 $1,798.22 360 1-Apr-29 $263,600.00
4988439 PINE BLUFF AR 71603 SFD 7.125 6.750 $1,717.98 360 1-Nov-28 $253,968.23
4988479 MADISON AL 35758 SFD 7.000 6.733 $1,906.09 360 1-Oct-28 $285,070.25
4988505 MEMPHIS TN 38117 SFD 7.125 6.750 $3,602.15 240 1-Oct-18 $454,851.83
4988511 MADISON MS 39110 SFD 7.250 6.750 $2,046.53 360 1-Sep-28 $298,331.79
4988513 GREENBRAE CA 94904 SFD 7.500 6.750 $1,808.17 360 1-Apr-29 $258,600.00
4988543 LAGUNA NIGUEL CA 92677 SFD 7.000 6.733 $2,381.78 360 1-Mar-29 $357,706.55
4988575 FREMONT CA 94539 SFD 7.250 6.750 $4,174.92 360 1-Apr-29 $612,000.00
4988655 BELMONT CA 94002 SFD 7.000 6.733 $2,588.03 360 1-Dec-28 $385,686.59
4988677 LAGUNA NIGUEL CA 92677 SFD 7.000 6.733 $2,102.36 360 1-Mar-29 $315,740.97
4988894 LOS GATOS CA 95033 SFD 6.750 6.483 $2,864.21 360 1-Apr-29 $441,600.00
4989050 HAGERSTOWN MD 21740 SFD 6.750 6.483 $2,321.98 360 1-Mar-29 $357,691.77
4989124 MANHATTAN BEACH CA 90266 SFD 7.250 6.750 $2,240.95 360 1-Mar-29 $322,249.87
4989225 SYRACUSE UT 84075 SFD 7.375 6.750 $2,265.41 360 1-Mar-29 $327,750.42
4989289 OLD TAPPAN NJ 07675 LCO 7.375 6.750 $1,961.52 360 1-Apr-29 $284,000.00
4989292 NEWPORT BEACH CA 92660 SFD 7.000 6.733 $2,711.11 360 1-Mar-29 $407,165.97
4989439 HUNTINGTON BEACH CA 92648 SFD 7.000 6.733 $2,281.99 360 1-Mar-29 $342,000.83
4989450 WESTLAKE VILLAGE CA 91361 SFD 7.250 6.750 $2,046.53 360 1-Mar-29 $299,765.97
4989473 PASADENA CA 91105 SFD 7.250 6.750 $3,513.21 360 1-Mar-29 $514,598.25
4989479 MISSION VIEJO CA 92692 SFD 7.375 6.750 $2,022.99 360 1-Mar-29 $292,677.12
4989508 PACIFIC PALISADES CA 90272 SFD 6.375 6.108 $2,495.48 360 1-Mar-29 $399,629.52
4989515 HERMOSA BEACH CA 90254 SFD 7.000 6.733 $3,739.01 360 1-Mar-29 $561,539.32
4989526 MANHATTAN BEACH CA 90266 LCO 6.875 6.608 $2,305.83 360 1-Mar-29 $350,705.11
4989533 TARZANA AREA CA 91356 SFD 7.125 6.750 $3,284.38 360 1-Mar-29 $487,110.15
4989544 IRVINE CA 92612 SFD 7.000 6.733 $2,262.03 360 1-Mar-29 $339,721.30
4989546 IRVINE CA 92612 SFD 7.375 6.750 $1,926.99 360 1-Mar-29 $278,687.70
4989561 LAGUNA NIGUEL CA 92677 SFD 7.000 6.733 $1,796.32 360 1-Mar-29 $269,778.68
4989565 LOS FELIZ AREA CA 90027 SFD 7.375 6.750 $3,453.38 360 1-Mar-29 $499,619.54
4989571 RANCHO SANTA MARGARITA CA 92688 SFD 7.000 6.733 $2,029.18 360 1-Mar-29 $304,749.99
4989643 RANCHO PALOS VERDES CA 90275 SFD 7.375 6.750 $1,807.50 360 1-Feb-29 $261,300.50
4989668 PALO ALTO CA 94303 SFD 7.250 6.750 $2,401.26 360 1-Jan-29 $350,267.06
4990217 REDWOOD CITY CA 94061 SFD 6.750 6.483 $1,880.94 360 1-Mar-29 $289,750.31
4990242 REDWOOD CITY CA 94061 SFD 6.875 6.608 $1,681.74 360 1-Mar-29 $255,784.93
4990398 FRANKLIN LAKES NJ 07417 SFD 7.250 6.750 $2,442.20 360 1-Mar-29 $357,720.72
4990466 SPRINGDALE AR 72764 SFD 7.000 6.733 $2,038.49 360 1-Mar-29 $306,148.84
4990796 NEWPORT BEACH CA 92625 SFD 7.000 6.733 $3,346.48 360 1-Mar-29 $502,587.69
4990819 MONTECITO CA 93108 SFD 7.000 6.733 $3,612.60 360 1-Mar-29 $542,554.90
4990848 KAILUA HI 96734 SFD 6.875 6.608 $4,270.04 360 1-Mar-29 $649,003.92
4990861 SANTA ANA CA 92705 SFD 7.375 6.750 $2,099.66 360 1-Mar-29 $303,768.67
4990889 LONG BEACH CA 90814 SFD 7.000 6.733 $2,494.89 360 1-Mar-29 $374,692.61
4990925 LOS ANGELES CA 91604 SFD 7.000 6.733 $2,494.89 360 1-Mar-29 $374,692.61
4990927 FORT PIERCE FL 34945 SFD 7.625 6.750 $ 990.92 360 1-Apr-29 $140,000.00
4990935 HAWTHORNE CA 90250 SFD 7.375 6.750 $2,130.74 360 1-Mar-29 $308,265.25
4990952 CALISTOGA CA 94515 SFD 7.250 6.750 $2,933.36 360 1-Mar-29 $429,664.56
4991005 RANCHO STA MARGARITA CA 92688 SFD 8.125 6.750 $2,168.10 360 1-Apr-29 $292,000.00
4991007 SANTA CLARITA CA 91351 SFD 7.000 6.733 $2,010.88 360 1-Mar-29 $302,002.25
4991045 NEWPORT BEACH CA 92660 PUD 7.125 6.750 $2,021.16 360 1-Mar-29 $299,760.09
4991056 WOODLAND HILLS CA 91364 SFD 7.375 6.750 $1,857.23 360 1-Mar-29 $268,588.69
4991062 GLENDORA CA 91741 SFD 7.125 6.750 $2,312.21 360 1-Mar-29 $342,925.54
4991073 BELMONT CA 94002 SFD 7.375 6.750 $2,244.69 360 1-Mar-29 $324,752.71
4991075 LONG BEACH CA 90808 SFD 6.750 6.483 $2,296.04 360 1-Mar-29 $353,695.21
4991090 TUCSON AZ 85737 SFD 7.375 6.750 $2,223.98 360 1-Mar-29 $321,754.98
4991102 WALNUT CA 91789 SFD 7.000 6.733 $1,995.91 360 1-Mar-29 $299,754.09
4991124 SHORT HILLS NJ 07078 SFD 6.750 6.483 $2,464.68 360 1-Apr-29 $380,000.00
4991140 MONTE SERENO CA 95030 SFD 6.875 6.608 $4,046.69 360 1-Mar-29 $615,482.48
4991292 TULSA OK 74137 SFD 7.375 6.750 $2,072.03 360 1-Mar-29 $299,771.72
4991456 NEWTOWN PA 18940 SFD 7.375 6.750 $2,417.37 360 1-Feb-29 $348,860.80
4991551 DARIEN CT 06820 SFD 7.125 6.750 $2,762.25 360 1-Apr-29 $410,000.00
4992702 CLAYTON CA 94517 SFD 7.750 6.750 $2,328.34 360 1-Apr-29 $325,000.00
4992768 BENTONVILLE AR 72712 SFD 6.375 6.108 $2,333.27 360 1-Mar-29 $373,653.61
4994598 NEW CITY NY 10956 SFD 7.250 6.750 $1,875.98 360 1-Mar-29 $274,785.48
4994723 KEY BISCAYNE FL 33149 LCO 7.250 6.750 $2,026.07 360 1-Apr-29 $297,000.00
4994795 BROOKLYN NY 11209 SFD 7.375 6.750 $2,486.43 360 1-Mar-29 $359,726.07
4995179 NEDERLAND CO 80466 SFD 6.875 6.608 $1,681.74 360 1-Apr-29 $256,000.00
4995236 BROKEN ARROW OK 74014 SFD 7.125 6.750 $1,852.73 360 1-Mar-29 $274,780.08
4995701 GRASS VALLEY CA 95049 SFD 7.000 6.733 $1,703.17 360 1-Mar-29 $255,790.16
4996197 SAN JOSE CA 95125 SFD 7.375 6.750 $2,293.05 360 1-Apr-29 $332,000.00
4996289 LAGUNA BEACH CA 92651 SFD 6.875 6.608 $1,970.79 360 1-Mar-29 $299,747.96
4996332 MILPITAS CA 95035 SFD 7.500 6.750 $3,303.79 360 1-Feb-29 $471,796.47
4997081 BRIARCLIFF MANOR NY 10510 SFD 7.125 6.750 $2,694.88 360 1-Apr-29 $400,000.00
4997845 FLUSHING NY 11355 SFD 7.375 6.750 $2,144.55 360 1-Apr-29 $310,500.00
5000324 HIGHLAND PARK TX 75205 SFD 7.625 6.750 $1,916.36 360 1-Apr-29 $270,750.00
5001040 PEBBLE BEACH CA 93953 SFD 7.000 6.733 $5,405.59 360 1-Apr-29 $812,500.00
5001472 LAKELAND FL 33813 SFD 6.875 6.608 $1,937.94 360 1-Apr-29 $295,000.00
5002188 HOUSTON TX 77027 SFD 6.875 6.608 $1,776.34 360 1-Apr-29 $270,400.00
5002362 SUNNYVALE CA 94087 SFD 7.125 6.750 $3,126.06 360 1-Apr-29 $464,000.00
5004830 SANTA CLARA CA 95050 SFD 7.000 6.733 $1,995.91 360 1-Apr-29 $300,000.00
6675426 PUEBLO WEST CO 81007 SFD 7.250 6.750 $2,352.16 240 1-Mar-19 $287,045.84
6727066 KIRKLAND WA 98033 SFD 7.250 6.750 $2,319.40 360 1-Jan-29 $339,199.48
6738321 ISSAQUAH WA 98027 PUD 7.000 6.733 $2,867.39 360 1-Mar-29 $430,636.72
6742664 LAS VEGAS NV 89117 PUD 7.500 6.750 $5,244.11 360 1-Mar-29 $749,443.39
6772419 PRINCETON NJ 08540 PUD 6.500 6.233 $3,033.93 360 1-Mar-29 $479,566.07
6811870 GLADSTONE NJ 07977 SFD 7.000 6.733 $2,328.56 360 1-Jan-29 $347,485.29
6847428 OAK HILL VA 20171 PUD 7.250 6.750 $2,687.09 360 1-Mar-29 $393,592.72
6855990 MIDDLETON MA 01949 SFD 7.375 6.750 $2,486.43 360 1-Mar-29 $359,476.07
6870291 TUCSON AZ 85718 PUD 7.000 6.733 $2,395.09 360 1-Mar-29 $359,704.91
6897534 MONROE TWP NJ 08831 SFD 7.375 6.750 $1,933.89 360 1-Mar-29 $279,786.94
6912679 OCEANPORT NJ 07754 SFD 6.875 6.608 $1,662.03 360 1-Jan-29 $252,358.69
6918295 NORTHAMPTON MA 01060 SFD 7.375 6.750 $2,431.18 360 1-Mar-29 $351,732.15
6926817 UNION TWP NJ 08867 PUD 6.750 6.483 $1,751.21 360 1-Feb-29 $269,533.77
6929957 GROTON MA 01450 SFD 7.250 6.750 $2,240.95 360 1-Nov-28 $327,203.11
6946125 SANTA CLARITA CA 91350 SFD 7.250 6.750 $2,644.46 360 1-Dec-28 $386,429.37
6951977 COLORADO SPRINGS CO 80906 SFD 7.250 6.750 $1,772.98 360 1-Mar-29 $259,697.25
6978992 OXNARD CA 93030 SFD 7.375 6.750 $1,817.17 360 1-Mar-29 $262,899.80
6979678 FRANKLIN TWP NJ 08873 SFD 7.625 6.750 $1,875.65 360 1-Mar-29 $264,808.20
7018653 AMES IA 50014 SFD 7.250 6.750 $2,592.27 360 1-Jan-29 $379,105.30
7111427 ADEL IA 50003 SFD 7.000 6.733 $1,860.98 360 1-Mar-29 $279,490.72
7116935 BOZEMAN MT 59715 SFD 7.000 6.733 $1,995.91 360 1-Mar-29 $299,754.09
7125287 MANHATTAN BEACH CA 90266 SFD 7.375 6.750 $2,949.18 360 1-Mar-29 $426,675.09
7134685 PHOENIX AZ 85045 PUD 7.125 6.750 $2,358.01 360 1-Mar-29 $349,720.12
7143155 SAN DIEGO CA 92130 PUD 7.000 6.733 $4,044.04 360 1-Mar-29 $607,351.75
7151841 DANVILLE CA 94506 PUD 7.125 6.750 $1,697.77 360 1-Feb-29 $251,595.76
7176988 CLINTON NJ 08809 SFD 7.875 6.750 $1,782.00 360 1-Jan-29 $245,259.27
7206921 TUSTIN CA 92782 PUD 7.125 6.750 $3,321.43 360 1-Jan-29 $491,810.24
7207048 JOHNSTON IA 50131 SFD 6.750 6.483 $3,268.93 360 1-Feb-29 $503,129.70
7211940 SAN FRANCISCO CA 94107 SFD 7.250 6.750 $2,346.69 360 1-Mar-29 $343,731.64
7226941 ALEXANDRIA VA 22314 LCO 7.250 6.750 $7,913.25 360 1-Jan-29 $1,157,268.82
7227750 COLORADO SPRINGS CO 80919 SFD 7.250 6.750 $2,363.74 360 1-Mar-29 $346,229.70
7282243 LONGMONT CO 80503 SFD 6.625 6.358 $1,988.07 360 1-Mar-29 $310,211.07
7288737 BURLINGAME CA 94010 SFD 7.000 6.733 $4,800.16 360 1-Mar-29 $720,908.59
7289690 SAN DIEGO CA 92130 SFD 7.125 6.750 $2,899.01 360 1-Jan-29 $429,261.55
7298616 SAN JOSE CA 95139 SFD 6.875 6.608 $2,023.34 360 1-Mar-29 $307,741.24
7314974 COHASSET MA 02025 SFD 7.375 6.750 $4,144.05 360 1-Mar-29 $599,404.05
7322195 LOS ALTOS CA 94024 SFD 7.000 6.733 $3,858.09 360 1-Mar-29 $579,424.66
7347620 SANTA CLARA CA 95054 PUD 7.875 6.750 $2,203.92 360 1-Mar-29 $303,750.82
7359525 DARTMOUTH MA 02747 SFD 7.375 6.750 $2,762.70 360 1-Jan-29 $399,081.27
7365334 PARK CITY UT 84098 SFD 7.125 6.750 $2,137.37 360 1-Mar-29 $316,996.30
7375583 NEWPORT COAST CA 92657 SFD 7.000 6.733 $3,301.90 360 1-Mar-29 $495,893.18
7386563 SAN RAMON CA 94583 PUD 7.125 6.750 $2,226.64 360 1-Mar-29 $330,235.70
7405856 ALAMO CA 94507 SFD 7.000 6.733 $2,647.90 360 1-Mar-29 $397,673.77
7413538 WILMINGTON DE 19809 SFD 6.750 6.483 $2,075.51 360 1-Mar-29 $319,724.49
7419527 PALM DESERT CA 92211 SFD 7.250 6.750 $2,701.42 360 1-Feb-29 $395,380.29
7419566 BERKELEY CA 94708 SFD 7.125 6.750 $2,526.44 360 1-Feb-29 $374,398.46
7437729 TUCSON AZ 85715 PUD 7.000 6.733 $2,155.58 360 1-Mar-29 $323,734.42
7439428 NORTH BARRINGTON IL 60010 SFD 7.125 6.750 $8,818.98 360 1-Dec-28 $1,304,266.43
7447672 HONOLULU HI 96816 SFD 6.750 6.483 $3,444.06 360 1-Mar-29 $530,542.82
7465296 IRVINE CA 92602 SFD 5.625 5.358 $1,467.64 360 1-Feb-29 $254,403.60
7480945 KILMARNOCK VA 22482 SFD 7.000 6.733 $3,134.91 360 1-Mar-29 $470,813.76
7485368 CONCORD CA 94518 SFD 7.250 6.750 $1,882.81 360 1-Jan-29 $274,997.17
7499564 ENGLEWOOD CO 80111 SFD 7.125 6.750 $1,789.40 360 1-Feb-29 $265,173.94
7502196 SOLON OH 44139 SFD 7.500 6.750 $2,016.53 360 1-Feb-29 $287,970.60
7504615 OAKDALE CA 95361 SFD 7.125 6.750 $1,967.26 360 1-Mar-29 $291,766.49
7507682 MASON OH 45040 SFD 7.125 6.750 $2,391.70 360 1-Mar-29 $354,716.11
7517373 GAITHERSBURG MD 20878 SFD 6.375 6.108 $1,996.38 360 1-Mar-29 $319,703.62
7523117 ST JAMES NY 11780 SFD 7.500 6.750 $2,150.08 360 1-Jan-29 $306,811.10
7523137 ATLANTA GA 30307 PUD 7.375 6.750 $1,726.69 360 1-Apr-29 $250,000.00
7525467 MARTINEZ CA 94553 SFD 7.250 6.750 $1,716.01 360 1-Mar-29 $251,353.77
7525601 NEWARK CA 94560 SFD 7.750 6.750 $1,836.83 360 1-Mar-29 $256,212.04
7526038 CASTLE ROCK CO 80104 PUD 6.625 6.358 $2,456.23 360 1-Mar-29 $383,261.56
7531360 NEWPORT BEACH CA 92663 SFD 7.250 6.750 $6,821.76 360 1-Mar-29 $999,219.91
7533825 MEDFIELD MA 02038 SFD 7.250 6.750 $2,537.70 360 1-Feb-29 $371,417.85
7534552 GLENDORA CA 91741 SFD 7.250 6.750 $3,274.45 360 1-Mar-29 $479,625.55
7536783 MANHATTAN BEACH CA 90266 SFD 7.250 6.750 $2,114.75 360 1-Mar-29 $309,758.17
7540615 MORGAN HILL CA 95037 PUD 7.250 6.750 $2,223.89 360 1-Mar-29 $325,745.69
7541393 MESA AZ 85206 PUD 7.125 6.750 $1,773.23 360 1-Mar-29 $262,989.52
7543065 PEORIA AZ 85382 PUD 6.875 6.608 $3,547.42 360 1-Mar-29 $539,546.33
7544312 BALTIMORE MD 21230 SFD 7.250 6.750 $2,217.07 360 1-Mar-29 $324,746.47
7544322 SIMI VALLEY CA 93065 SFD 7.375 6.750 $3,446.47 360 1-Mar-29 $498,620.30
7546611 LAKESIDE PARK KY 41017 SFD 7.250 6.750 $1,951.02 360 1-Mar-29 $285,776.90
7549722 BELLEVUE WA 98007 SFD 6.750 6.483 $2,093.87 360 1-Mar-29 $322,552.05
7552384 GREENWOOD MN 55331 SFD 7.125 6.750 $2,829.62 360 1-Mar-29 $419,664.13
7553448 NEW CITY NY 10956 SFD 7.375 6.750 $2,320.12 360 1-Mar-29 $335,664.39
7553970 MANCOS CO 81328 SFD 7.500 6.750 $2,167.56 360 1-Mar-29 $309,758.81
7554522 BOSTON MA 02108 SFD 6.500 6.233 $6,320.68 360 1-Mar-29 $999,095.99
7554677 LOS ANGELES CA 90046 SFD 7.375 6.750 $2,624.57 360 1-Feb-29 $379,419.92
7554864 PUEBLO CO 81003 SFD 7.250 6.750 $2,558.16 360 1-Mar-29 $374,707.47
7556458 UPPER ARLINGTON OH 43220 SFD 7.125 6.750 $2,662.54 360 1-Mar-29 $394,883.96
7556873 BOULDER CO 80304 SFD 6.625 6.358 $2,996.66 360 1-Mar-29 $467,587.09
7557307 FAIRPORT NY 14450 SFD 7.500 6.750 $1,789.99 360 1-Mar-29 $255,810.01
7557952 NASHVILLE TN 37211 SFD 7.500 6.750 $1,707.13 360 1-Feb-29 $243,786.49
7558533 HALF MOON BAY CA 94019 PUD 7.125 6.750 $2,263.69 360 1-Mar-29 $335,731.31
7559032 HOUSTON TX 77077 SFD 7.250 6.750 $1,719.08 360 1-Mar-29 $251,803.41
7561035 APEX NC 27502 SFD 7.125 6.750 $2,155.90 360 1-Mar-29 $319,744.10
7561294 AGOURA CA 91406 PUD 7.125 6.750 $2,384.96 360 1-Mar-29 $353,716.92
7561531 GARDEN RIDGE TX 78266 SFD 7.000 6.733 $2,128.97 360 1-Apr-29 $320,000.00
7562369 UNION CITY CA 94587 SFD 7.000 6.733 $1,889.57 360 1-Mar-29 $283,783.19
7563400 SAN FRANCISCO CA 94107 LCO 7.000 6.733 $1,889.46 360 1-Mar-29 $283,756.67
7564406 PINEHURST NC 28374 SFD 6.875 6.608 $1,839.40 360 1-Mar-29 $279,764.77
7565173 SAN JOSE CA 95125 SFD 7.250 6.750 $2,338.16 360 1-Mar-29 $342,482.62
7566206 EL CAJON CA 92021 SFD 6.875 6.608 $1,659.40 360 1-Mar-29 $252,387.79
7566408 KINNELON NJ 07405 SFD 7.000 6.733 $2,262.03 360 1-Mar-29 $339,721.30
7566469 KEY BISCAYNE FL 33149 SFD 6.500 6.233 $2,199.60 360 1-Apr-29 $348,000.00
7568837 ATLANTA GA 30309 SFD 6.750 6.483 $1,846.56 360 1-Mar-29 $284,454.88
7569148 EDMOND OK 73003 SFD 7.250 6.750 $1,749.78 360 1-Mar-29 $256,299.91
7569689 PLEASANTON CA 94588 PUD 7.250 6.750 $4,147.63 360 1-Mar-29 $607,525.70
7570756 SAN JOSE CA 95120 SFD 7.125 6.750 $1,920.10 360 1-Mar-29 $284,772.09
7570947 PHOENIX AZ 85027 SFD 7.250 6.750 $2,118.16 360 1-Mar-29 $310,257.78
7571001 TRACY CA 95376 SFD 7.250 6.750 $1,719.08 360 1-Mar-29 $251,803.42
7571187 MELBOURNE BEACH FL 32951 SFD 7.375 6.750 $3,149.48 360 1-Mar-29 $455,653.02
7573252 UPLAND CA 91784 SFD 7.000 6.733 $2,311.93 360 1-Mar-29 $347,215.15
7574878 FORT COLLINS CO 80525 PUD 7.000 6.733 $1,633.98 360 1-Mar-29 $245,398.69
7574953 MARIETTA GA 30067 PUD 7.000 6.733 $2,128.97 360 1-Mar-29 $319,737.70
7575241 NORTHRIDGE CA 91326 SFD 7.250 6.750 $2,384.21 360 1-Mar-29 $349,227.35
7575425 PLANO TX 75093 SFD 6.875 6.608 $2,188.23 360 1-Mar-29 $332,820.16
7575628 JACKSON HOLE WY 83001 SFD 7.250 6.750 $1,893.72 360 1-Feb-29 $277,165.59
7576545 CHAPEL HILL NC 27516 SFD 7.125 6.750 $3,910.94 360 1-Mar-29 $580,035.78
7578426 OXNARD CA 93035 SFD 7.125 6.750 $2,344.54 360 1-Mar-29 $347,721.71
7579791 SEATTLE WA 98103 SFD 6.875 6.608 $1,944.51 360 1-Mar-29 $295,692.39
7581313 MENDHAM TOWNSHIP NJ 07945 SFD 6.875 6.608 $6,240.82 360 1-Mar-29 $949,201.89
7581678 EDINA MN 55439 SFD 7.000 6.733 $4,989.77 360 1-Mar-29 $749,385.23
7582618 SAN MARINO CA 91108 SFD 6.875 6.608 $2,706.55 360 1-Mar-29 $411,653.87
7582785 SAN JOSE CA 95129 SFD 7.125 6.750 $2,027.89 360 1-Mar-29 $300,759.30
7583158 LOUISVILLE CO 80027 PUD 7.125 6.750 $1,920.10 360 1-Mar-29 $284,772.09
7583690 SEATTLE WA 98115 SFD 7.125 6.750 $1,724.72 360 1-Mar-29 $255,795.28
7583750 SAN PEDRO CA 90731 SFD 7.125 6.750 $1,691.71 360 1-Mar-29 $250,899.20
7584854 SAN FRANCISCO CA 94109 HCO 7.500 6.750 $2,611.57 360 1-Mar-29 $373,222.81
7585271 LAGUNA NIGUEL CA 92677 SFD 6.875 6.608 $2,414.21 360 1-Mar-29 $367,191.26
7585336 REDMOND WA 98053 SFD 7.000 6.733 $2,549.44 360 1-Mar-29 $382,885.89
7585513 SANTA ANA CA 92705 SFD 7.000 6.733 $2,308.60 360 1-Mar-29 $346,624.17
7586260 PLEASANTON CA 94566 SFD 7.250 6.750 $6,194.16 360 1-Mar-29 $907,291.67
7586464 MENDOTA HEIGHTS MN 55118 SFD 7.250 6.750 $2,783.28 360 1-Mar-29 $407,681.72
7586475 WASHINGTON DC 20015 SFD 6.500 6.233 $1,893.04 360 1-Mar-29 $299,229.25
7586682 DANVILLE CA 94506 SFD 7.250 6.750 $6,787.65 360 1-Mar-29 $994,011.46
7586960 WESTLAKE OH 44145 SFD 6.625 6.358 $3,770.15 360 1-Mar-29 $588,280.52
7587177 ASPEN CO 81611 SFD 7.125 6.750 $6,501.38 360 1-Mar-29 $964,228.31
7587595 TELLURIDE CO 81435 LCO 7.125 6.750 $2,802.67 360 1-Mar-29 $415,667.33
7588251 DENVER CO 80207 SFD 7.500 6.750 $3,461.11 360 1-Mar-29 $494,632.64
7588689 STILLWATER MN 55082 SFD 6.875 6.608 $1,970.79 360 1-Mar-29 $299,747.96
7588736 WAYNE PA 19087 SFD 7.250 6.750 $2,046.53 360 1-Mar-29 $299,765.97
7590153 CARMICHAEL CA 95806 SFD 7.125 6.750 $1,911.12 360 1-Mar-29 $283,440.15
7591021 SAN FRANCISCO CA 94123 LCO 6.875 6.608 $2,496.33 360 1-Mar-29 $379,680.75
7591318 CHAPEL HILL NC 27514 SFD 6.875 6.608 $2,627.72 360 1-Mar-29 $399,663.95
7591764 NEWPORT COAST CA 92657 LCO 7.000 6.733 $2,548.11 360 1-Mar-29 $382,686.06
7592488 OCEAN CITY NJ 08226 LCO 7.125 6.750 $3,368.59 360 1-Mar-29 $499,600.16
7592497 PARK CITY UT 84060 LCO 7.125 6.750 $1,751.13 360 1-Mar-29 $259,712.15
7592992 COLORADO SPRINGS CO 80906 SFD 6.750 6.483 $1,615.01 360 1-Mar-29 $248,785.62
7593271 REDMOND WA 98053 SFD 6.875 6.608 $1,734.29 360 1-Mar-29 $263,778.21
7593978 ORONO MN 55391 SFD 7.000 6.733 $2,727.74 360 1-Mar-29 $409,663.93
7594006 KILDEER IL 60047 SFD 6.375 6.108 $2,433.09 360 1-Mar-29 $389,638.79
7594069 COLUMBIA MD 21045 SFD 7.375 6.750 $1,781.94 360 1-Mar-29 $257,803.68
7594759 DES MOINES IA 50312 SFD 6.750 6.483 $2,334.95 360 1-Mar-29 $359,690.05
7594766 RICHMOND VA 23233 PUD 6.875 6.608 $2,148.16 360 1-Mar-29 $326,725.28
7595471 REDMOND WA 98053 SFD 7.000 6.733 $2,075.41 360 1-Mar-29 $311,694.30
7595652 TULSA OK 74136 SFD 7.125 6.750 $4,379.17 360 1-Mar-29 $649,480.21
7595807 DUBLIN CA 94568 SFD 7.375 6.750 $2,849.03 360 1-Mar-29 $412,186.13
7596052 ISSAQUAH WA 98029 SFD 7.250 6.750 $2,578.63 360 1-Mar-29 $377,705.12
7596245 CHARLOTTE NC 28277 SFD 6.750 6.483 $3,191.10 360 1-Mar-29 $491,576.40
7596524 NEWTON MA 02466 SFD 7.000 6.733 $2,015.87 360 1-Mar-29 $302,751.63
7597222 DARIEN CT 06820 SFD 6.875 6.608 $2,824.79 360 1-Apr-29 $430,000.00
7597516 ATLANTA GA 30350 SFD 6.875 6.608 $2,673.70 360 1-Mar-29 $406,658.07
7597913 SAN ANSELMO CA 94960 SFD 7.375 6.750 $2,315.14 360 1-Mar-29 $334,944.94
7597983 SANTA CLARA CA 95051 SFD 7.250 6.750 $2,084.16 360 1-Mar-29 $305,277.67
7598263 PISMO BEACH CA 93449 SFD 7.125 6.750 $2,054.84 360 1-Mar-29 $304,756.10
7598486 MINNEAPOLIS MN 55408 SFD 7.000 6.733 $2,195.50 360 1-Mar-29 $329,729.50
7598585 BRECKENRIDGE CO 80424 SFD 6.875 6.608 $2,932.53 360 1-Mar-29 $446,024.97
7600228 LIVERMORE CA 94550 SFD 7.250 6.750 $2,537.70 360 1-Mar-29 $371,709.80
7601273 CAMAS WA 98607 SFD 7.375 6.750 $1,813.02 360 1-Mar-29 $262,300.26
7601819 BOULDER CO 80301 PUD 6.750 6.483 $2,127.40 360 1-Mar-29 $327,717.60
7601874 WILMINGTON DE 19803 SFD 7.125 6.750 $2,290.64 360 1-Mar-29 $339,728.11
7602377 SPOKANE WA 98233 SFD 7.000 6.733 $5,621.81 360 1-Mar-29 $844,307.36
7602384 POTOMAC MD 20854 SFD 6.875 6.608 $1,983.92 360 1-Mar-29 $301,746.29
7603598 EAGLE CO 81631 SFD 6.875 6.608 $3,284.64 360 1-Mar-29 $499,579.94
7603604 BIRMINGHAM MI 48009 SFD 7.125 6.750 $4,378.50 360 1-Mar-29 $649,380.28
7603613 SHINGLE SPRINGS CA 95682 SFD 6.625 6.358 $1,837.69 360 1-Mar-29 $286,746.79
7604159 SAN DIEGO CA 92106 SFD 7.000 6.733 $4,324.47 360 1-Mar-29 $649,467.20
7604366 SAN RAMON CA 94583 SFD 6.750 6.483 $1,822.56 360 1-Mar-29 $280,758.07
7604535 WICHITA FALLS TX 76308 SFD 6.875 6.608 $3,961.92 240 1-Apr-19 $516,000.00
7604572 SANTA CLARA CA 95051 SFD 7.000 6.733 $1,982.60 360 1-Mar-29 $297,755.73
7604857 GREAT FALLS VA 22066 SFD 6.875 6.608 $5,453.42 360 1-Apr-29 $830,138.00
7604860 STERLING VA 20165 SFD 6.750 6.483 $1,605.28 360 1-Mar-29 $247,286.91
7604972 BIRMINGHAM AL 35213 SFD 7.375 6.750 $3,425.75 360 1-Mar-29 $495,622.58
7604982 BETHESDA MD 20816 SFD 7.000 6.733 $3,326.51 360 1-Mar-29 $499,590.16
7605184 LONGMONT CO 80503 SFD 7.000 6.733 $3,205.32 360 1-Mar-29 $481,289.09
7605451 LONGMONT CO 80503 SFD 6.875 6.608 $1,852.54 360 1-Mar-29 $281,763.09
7605872 LAKE ELMO MN 55042 SFD 7.000 6.733 $2,391.76 360 1-Apr-29 $359,500.00
7605938 PARADISE VALLEY AZ 85253 SFD 7.750 6.750 $5,373.09 360 1-Mar-29 $749,470.66
7606086 AUSTIN TX 78746 SFD 7.000 6.733 $2,049.46 360 1-Mar-29 $307,797.50
7606354 SAN DIEGO CA 92037 SFD 6.875 6.608 $5,551.05 360 1-Mar-29 $844,290.10
7607080 PARK CITY UT 84060 SFD 6.625 6.358 $2,791.76 360 1-Mar-29 $435,615.32
7607120 FAIRFIELD CA 94533 PUD 7.250 6.750 $1,751.83 360 1-Mar-29 $256,599.67
7607464 THOUSAN OAKS CA 91360 SFD 6.875 6.608 $3,678.80 360 1-Mar-29 $559,529.53
7607743 RIDGEFIELD CT 06877 SFD 6.875 6.608 $3,678.80 360 1-Mar-29 $559,529.53
7608432 SAN DIMAS CA 91773 SFD 7.375 6.750 $2,175.63 360 1-Mar-29 $314,702.27
7608685 CHEVY CHASE MD 20815 SFD 6.875 6.608 $2,023.34 360 1-Mar-29 $307,741.24
7608804 INDIANAPOLIS IN 46278 PUD 7.375 6.750 $2,396.64 360 1-Mar-29 $346,735.96
7609712 PARK CITY UT 84098 SFD 6.750 6.483 $2,542.50 360 1-Mar-29 $391,662.50
7609875 IRVINE CA 92620 SFD 6.875 6.608 $4,270.04 360 1-Mar-29 $649,453.92
7610391 GREENVILLE SC 29615 SFD 6.750 6.483 $2,957.61 360 1-Mar-29 $455,607.39
7610530 ENGLEWOOD CO 80111 PUD 7.125 6.750 $2,014.42 360 1-Mar-29 $298,760.89
7610684 ALISO VIEJO AREA CA 92656 LCO 7.375 6.750 $1,870.00 360 1-Mar-29 $270,543.98
7612241 FT LAUDERDALE FL 33308 SFD 7.000 6.733 $2,075.74 360 1-Mar-29 $311,744.26
7613570 LA CANADA FLINTRI CA 91011 SFD 7.250 6.750 $2,401.26 360 1-Mar-29 $351,725.41
7613712 ORONO MN 55356 SFD 6.750 6.483 $3,891.59 360 1-Mar-29 $599,483.41
7616184 PARK CITY UT 84060 LCO 7.375 6.750 $2,555.50 360 1-Mar-29 $369,718.46
7616543 CAVE CREEK AZ 85331 SFD 7.500 6.750 $3,579.98 360 1-Mar-29 $511,620.02
7619585 GLENDALE CA 91208 SFD 7.250 6.750 $2,217.07 360 1-Mar-29 $324,746.47
7619897 GILROY CA 95020 SFD 7.000 6.733 $1,841.56 360 1-Mar-29 $276,573.11
7621632 NORTH BETHESDA MD 20852 SFD 7.125 6.750 $2,721.82 360 1-Mar-29 $403,676.93
7622482 BAINBRIDGE ISLAND WA 98110 SFD 7.250 6.750 $3,410.88 360 1-Mar-29 $499,609.95
7622686 ORONO MN 55356 SFD 6.875 6.608 $1,694.88 360 1-Mar-29 $257,783.25
7622766 WHITPAIN TWP PA 19422 PUD 6.625 6.358 $2,356.34 360 1-Mar-29 $367,675.33
7622951 MCDONOUGH GA 30253 SFD 6.875 6.608 $1,662.69 360 1-Mar-29 $252,887.36
7626125 VIRGINIA BEACH VA 23451 SFD 6.875 6.608 $4,270.04 360 1-Mar-29 $649,453.92
7632742 ALPHARETTA GA 30005 PUD 6.500 6.233 $2,318.43 360 1-Mar-29 $366,468.40
7632783 NORTH CANTON OH 44720 SFD 7.375 6.750 $2,486.43 360 1-Apr-29 $360,000.00
7640259 EL CAJON CA 92021 SFD 7.375 6.750 $2,053.03 360 1-Mar-29 $297,023.82
$434,152,806.81
</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>
4569292 63.66 0.250 0.017 1.358
4693547 75.00 0.250 0.017 0.608
4708016 80.00 0.250 0.017 0.358
4784640 89.99 33 0.250 0.017 0.108
4837049 80.00 0.250 0.017 0.233
4847580 78.63 0.250 0.017 0.000
4847648 80.00 0.250 0.017 0.000
4848202 62.00 0.250 0.017 0.000
4848636 74.32 0.250 0.017 0.233
4855055 72.07 0.250 0.017 0.358
4859553 71.28 0.250 0.017 0.358
4862239 73.45 0.250 0.017 0.733
4864500 79.99 0.250 0.017 0.000
4864634 70.00 0.250 0.017 0.358
4864821 77.71 0.250 0.017 0.233
4867963 41.38 0.250 0.017 0.233
4872015 51.62 0.250 0.017 0.483
4872918 66.67 0.250 0.017 0.000
4874593 61.04 0.250 0.017 0.000
4874687 48.88 0.250 0.017 0.483
4875078 80.00 0.250 0.017 0.483
4876092 90.00 12 0.250 0.017 0.358
4877847 74.89 0.250 0.017 0.483
4878220 94.96 13 0.250 0.017 0.483
4883862 74.29 0.250 0.017 0.483
4884832 70.00 0.250 0.017 0.000
4888417 71.17 0.250 0.017 0.233
4888744 69.76 0.250 0.017 0.000
4888876 90.00 11 0.250 0.017 0.233
4893083 80.00 0.250 0.017 0.233
4893526 55.56 0.250 0.017 0.108
4893787 77.56 0.250 0.017 0.233
4897016 63.23 0.250 0.017 0.358
4897348 43.19 0.250 0.017 0.000
4898651 53.55 0.250 0.017 0.000
4900565 62.35 0.250 0.017 0.483
4901386 61.10 0.250 0.017 0.108
4903774 89.99 01 0.250 0.017 0.108
4904642 67.63 0.250 0.017 0.108
4908495 67.90 0.250 0.017 0.608
4910440 79.57 0.250 0.017 0.000
4910779 57.59 0.250 0.017 0.000
4915327 90.00 33 0.250 0.017 0.358
4916034 76.79 0.250 0.017 0.233
4916045 18.68 0.250 0.017 0.000
4917914 70.00 0.250 0.017 0.483
4918466 64.52 0.250 0.017 0.000
4922033 87.72 33 0.250 0.017 0.358
4922129 70.00 0.250 0.017 0.483
4922190 75.00 0.250 0.017 0.858
4924261 80.00 0.250 0.017 0.108
4924615 53.10 0.250 0.017 0.000
4924921 70.00 0.250 0.017 0.233
4926294 75.00 0.250 0.017 0.000
4926817 80.00 0.250 0.017 0.358
4927241 80.00 0.250 0.017 0.233
4928152 80.00 0.250 0.017 0.233
4928631 86.42 12 0.250 0.017 0.358
4928984 80.00 0.250 0.017 0.000
4929681 69.89 0.250 0.017 0.358
4929776 87.50 11 0.250 0.017 0.233
4930382 61.43 0.250 0.017 0.108
4931330 60.00 0.250 0.017 0.233
4931744 64.55 0.250 0.017 0.233
4932844 59.44 0.250 0.017 0.000
4932930 70.67 0.250 0.017 0.483
4933160 64.59 0.250 0.017 0.233
4933890 90.00 11 0.250 0.017 0.358
4934112 75.90 0.250 0.017 0.108
4934445 45.27 GD 1YR 0.250 0.017 0.108
4935424 80.00 0.250 0.017 0.108
4935986 79.68 0.250 0.017 0.000
4936621 71.11 0.250 0.017 0.108
4936890 63.39 0.250 0.017 0.233
4937228 70.65 0.250 0.017 0.233
4937238 80.00 0.250 0.017 0.000
4937647 77.86 0.250 0.017 0.358
4937988 90.00 06 0.250 0.017 0.000
4937992 82.95 12 0.250 0.017 0.358
4938306 78.95 0.250 0.017 0.000
4938421 80.00 0.250 0.017 0.233
4938501 57.69 0.250 0.017 0.000
4939424 58.42 0.250 0.017 0.483
4939698 90.00 01 0.250 0.017 0.358
4939766 75.00 0.250 0.017 0.483
4939815 90.00 12 0.250 0.017 0.108
4940104 80.00 0.250 0.017 0.000
4940271 78.24 0.250 0.017 0.233
4940476 80.00 0.250 0.017 0.108
4940541 88.91 13 0.250 0.017 0.233
4940545 66.99 0.250 0.017 0.358
4940565 80.00 0.250 0.017 0.233
4940633 79.11 0.250 0.017 0.483
4940742 69.70 0.250 0.017 0.108
4940832 65.60 0.250 0.017 0.000
4941205 75.68 0.250 0.017 0.358
4942619 88.55 24 0.250 0.017 0.233
4942932 74.03 0.250 0.017 0.233
4943186 59.47 0.250 0.017 0.000
4943333 80.00 0.250 0.017 0.233
4943351 80.00 0.250 0.017 0.000
4943532 86.60 06 0.250 0.017 0.608
4943625 62.50 0.250 0.017 0.000
4944307 80.00 0.250 0.017 0.358
4944935 66.37 0.250 0.017 0.000
4945202 75.00 0.250 0.017 0.000
4945244 80.00 0.250 0.017 0.108
4945854 95.00 06 0.250 0.017 0.608
4945985 51.47 0.250 0.017 0.000
4946180 67.30 0.250 0.017 0.108
4946220 80.00 0.250 0.017 0.233
4946545 80.00 0.250 0.017 0.000
4947491 79.56 0.250 0.017 0.000
4947648 75.00 0.250 0.017 0.108
4947891 54.55 0.250 0.017 0.233
4948094 57.95 0.250 0.017 0.358
4948319 78.33 0.250 0.017 0.358
4948331 80.00 0.250 0.017 0.000
4948567 75.56 0.250 0.017 0.108
4948735 70.00 0.250 0.017 0.233
4948785 63.19 0.250 0.017 0.233
4948805 75.00 0.250 0.017 0.000
4948914 63.83 0.250 0.017 0.108
4949342 53.18 0.250 0.017 0.000
4949441 65.38 0.250 0.017 0.733
4949870 53.85 0.250 0.017 0.000
4950251 80.00 0.250 0.017 0.358
4950672 60.30 0.250 0.017 0.233
4950816 75.00 0.250 0.017 0.000
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4951128 78.46 0.250 0.017 0.108
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4951222 59.56 0.250 0.017 0.233
4951384 50.56 0.250 0.017 0.608
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4952490 70.00 0.250 0.017 0.358
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4953325 80.00 0.250 0.017 0.483
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4955083 88.37 06 0.250 0.017 0.233
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4956122 70.00 0.250 0.017 0.000
4956174 41.76 0.250 0.017 0.108
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4956743 76.71 0.250 0.017 0.358
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4957238 72.73 0.250 0.017 0.108
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4957994 80.00 0.250 0.017 0.858
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4958700 62.25 0.250 0.017 0.108
4958800 70.27 0.250 0.017 0.358
4958846 90.00 13 0.250 0.017 0.000
4958873 35.30 0.250 0.017 0.000
4958976 47.22 0.250 0.017 0.233
4958978 50.00 0.250 0.017 0.358
4959168 66.23 0.250 0.017 0.233
4959351 41.84 0.250 0.017 0.108
4959408 58.53 0.250 0.017 0.733
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4959523 80.00 0.250 0.017 0.000
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4959792 41.75 0.250 0.017 0.233
4959906 80.00 0.250 0.017 0.358
4959945 80.00 0.250 0.017 0.108
4959959 73.78 0.250 0.017 0.483
4959995 58.90 0.250 0.017 0.000
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4960363 55.56 0.250 0.017 0.483
4960454 75.00 0.250 0.017 0.000
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4961467 73.46 0.250 0.017 0.358
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4961615 76.47 0.250 0.017 0.108
4961656 69.88 0.250 0.017 0.233
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4961813 65.34 0.250 0.017 0.108
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4962181 71.60 0.250 0.017 0.358
4962217 65.36 0.250 0.017 0.358
4962271 42.33 0.250 0.017 0.000
4962312 79.34 0.250 0.017 0.000
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4962508 70.00 0.250 0.017 0.358
4962519 58.00 0.250 0.017 0.000
4962526 56.00 0.250 0.017 0.358
4962782 64.31 0.250 0.017 0.483
4962820 79.90 0.250 0.017 0.000
4962862 80.00 0.250 0.017 0.000
4963202 69.61 0.250 0.017 0.000
4963445 67.26 0.250 0.017 0.000
4963848 78.61 0.250 0.017 0.483
4963882 80.00 0.250 0.017 0.358
4963905 69.67 0.250 0.017 0.608
4963913 74.67 0.250 0.017 0.483
4964054 78.41 0.250 0.017 0.000
4964133 33.33 0.250 0.017 0.000
4964179 46.07 0.250 0.017 0.000
4964243 80.00 0.250 0.017 0.000
4964278 76.19 0.250 0.017 0.358
4964313 90.00 24 0.250 0.017 0.000
4964317 34.48 0.250 0.017 0.358
4964323 80.00 0.250 0.017 0.108
4964414 77.00 0.250 0.017 0.108
4964450 77.07 0.250 0.017 0.108
4964579 55.65 0.250 0.017 0.000
4964678 60.40 0.250 0.017 0.233
4964715 69.88 0.250 0.017 0.000
4964870 32.21 0.250 0.017 0.233
4965136 66.93 0.250 0.017 0.608
4965187 42.68 0.250 0.017 0.000
4965215 70.00 0.250 0.017 0.000
4965344 79.99 0.250 0.017 0.000
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4965420 69.99 0.250 0.017 0.000
4965495 71.43 0.250 0.017 0.233
4965527 51.74 0.250 0.017 0.000
4965551 70.00 0.250 0.017 0.108
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4965589 25.15 0.250 0.017 0.108
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4965649 80.00 0.250 0.017 0.233
4965754 80.00 0.250 0.017 0.000
4965800 66.60 0.250 0.017 0.483
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4965864 80.00 0.250 0.017 0.608
4965938 76.92 0.250 0.017 0.000
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4966018 89.46 17 0.250 0.017 0.000
4966067 55.12 0.250 0.017 0.483
4966112 38.71 0.250 0.017 0.000
4966163 60.63 0.250 0.017 0.000
4966231 70.00 0.250 0.017 0.000
4966279 80.00 0.250 0.017 0.000
4966335 82.31 06 0.250 0.017 0.108
4966363 37.87 0.250 0.017 0.358
4966579 57.84 0.250 0.017 0.233
4966583 80.00 0.250 0.017 0.000
4966648 90.00 06 0.250 0.017 0.000
4966763 70.00 0.250 0.017 0.233
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4966831 79.60 0.250 0.017 0.000
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4966867 80.00 0.250 0.017 0.000
4966873 80.00 0.250 0.017 0.000
4966881 80.00 0.250 0.017 0.358
4966885 47.50 0.250 0.017 0.000
4966887 75.00 0.250 0.017 0.358
4966899 75.00 0.250 0.017 0.000
4967070 66.38 0.250 0.017 0.000
4967083 79.99 0.250 0.017 0.000
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4967152 60.89 0.250 0.017 0.233
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4967166 80.00 0.250 0.017 0.358
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4967456 79.99 0.250 0.017 0.358
4967693 61.38 0.250 0.017 0.000
4967715 75.00 0.250 0.017 0.000
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4967776 73.16 0.250 0.017 0.358
4967779 77.59 0.250 0.017 0.358
4967791 70.84 0.250 0.017 0.000
4967959 31.80 0.250 0.017 0.358
4968082 42.33 0.250 0.017 0.108
4968098 36.11 0.250 0.017 0.858
4968225 69.92 0.250 0.017 0.000
4968249 51.76 0.250 0.017 0.000
4968274 65.00 0.250 0.017 0.483
4968313 68.01 0.250 0.017 0.000
4968344 62.22 0.250 0.017 0.483
4968415 41.45 0.250 0.017 0.000
4968477 69.34 0.250 0.017 0.000
4968497 59.78 0.250 0.017 0.000
4968502 79.99 0.250 0.017 0.000
4968514 85.48 17 0.250 0.017 0.000
4968520 80.00 0.250 0.017 0.000
4968536 47.13 0.250 0.017 0.358
4968574 51.27 0.250 0.017 0.000
4968599 64.58 0.250 0.017 0.000
4968705 48.72 0.250 0.017 0.000
4968857 44.89 0.250 0.017 0.108
4968879 60.39 0.250 0.017 0.000
4968881 80.00 0.250 0.017 0.000
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4968974 66.85 0.250 0.017 0.358
4969075 78.75 0.250 0.017 0.358
4969076 64.71 0.250 0.017 0.000
4969170 64.80 0.250 0.017 0.858
4969213 75.00 0.250 0.017 0.000
4969330 46.95 0.250 0.017 0.000
4969368 76.19 0.250 0.017 0.108
4969402 80.00 0.250 0.017 0.000
4969411 60.80 0.250 0.017 0.358
4969414 64.69 0.250 0.017 0.000
4969460 79.40 0.250 0.017 0.000
4969541 75.00 0.250 0.017 0.108
4969553 42.12 0.250 0.017 0.000
4969583 73.73 0.250 0.017 0.108
4969594 68.38 0.250 0.017 0.000
4969624 55.00 0.250 0.017 0.233
4969636 73.00 0.250 0.017 0.483
4969651 90.00 11 0.250 0.017 0.108
4969660 80.00 0.250 0.017 0.233
4969799 80.00 0.250 0.017 0.233
4969848 56.44 0.250 0.017 0.108
4969865 79.83 0.250 0.017 0.000
4969920 75.00 0.250 0.017 0.733
4969954 68.19 0.250 0.017 0.000
4969958 52.42 0.250 0.017 0.000
4970044 46.76 0.250 0.017 0.358
4970086 70.92 0.250 0.017 0.358
4970098 80.00 0.250 0.017 0.358
4970105 75.95 0.250 0.017 0.233
4970120 79.87 0.250 0.017 0.233
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4970248 76.22 0.250 0.017 0.000
4970256 79.50 0.250 0.017 0.233
4970296 35.91 0.250 0.017 0.233
4970367 59.00 0.250 0.017 0.233
4970368 79.46 0.250 0.017 0.233
4970384 58.78 0.250 0.017 0.108
4970434 76.92 0.250 0.017 0.108
4970441 65.22 0.250 0.017 0.000
4970468 80.00 0.250 0.017 0.733
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4970558 89.70 13 0.250 0.017 0.108
4970560 80.00 0.250 0.017 0.108
4970583 32.50 0.250 0.017 0.233
4970603 80.00 0.250 0.017 0.000
4970628 80.00 0.250 0.017 0.108
4970722 80.00 0.250 0.017 0.108
4970741 54.58 GD 4YR 0.250 0.017 0.000
4970789 74.03 0.250 0.017 0.108
4970818 70.00 0.250 0.017 0.358
4970865 56.22 0.250 0.017 0.000
4970924 80.00 0.250 0.017 0.733
4970989 80.00 0.250 0.017 0.233
4971003 77.54 0.250 0.017 0.000
4971063 83.66 06 0.250 0.017 0.000
4971072 71.13 0.250 0.017 0.000
4971092 78.73 0.250 0.017 0.358
4971143 69.26 0.250 0.017 0.000
4971159 45.60 0.250 0.017 0.000
4971237 68.03 0.250 0.017 0.233
4971239 50.00 0.250 0.017 0.108
4971241 60.65 0.250 0.017 0.358
4971244 64.66 0.250 0.017 0.108
4971294 70.00 0.250 0.017 0.483
4971309 68.87 0.250 0.017 0.858
4971350 80.00 0.250 0.017 0.108
4971420 70.98 0.250 0.017 0.358
4971424 70.89 0.250 0.017 0.108
4971444 80.00 0.250 0.017 0.108
4971474 69.21 0.250 0.017 0.000
4971477 73.58 0.250 0.017 0.108
4971502 90.00 33 0.250 0.017 0.608
4971526 90.00 17 0.250 0.017 0.233
4971570 67.12 0.250 0.017 0.233
4971607 80.00 0.250 0.017 0.000
4971710 72.32 0.250 0.017 0.108
4971723 63.55 0.250 0.017 0.233
4971729 66.04 0.250 0.017 0.858
4971765 54.70 0.250 0.017 0.358
4971893 59.65 0.250 0.017 0.108
4971906 65.00 0.250 0.017 0.358
4971921 50.40 0.250 0.017 0.000
4971971 43.48 0.250 0.017 0.358
4971979 61.34 0.250 0.017 0.000
4971989 89.97 11 0.250 0.017 0.000
4971993 64.63 0.250 0.017 0.233
4972023 54.08 0.250 0.017 0.358
4972041 52.00 0.250 0.017 0.233
4972044 36.79 0.250 0.017 0.000
4972047 69.66 0.250 0.017 0.108
4972051 65.00 0.250 0.017 0.233
4972070 54.38 0.250 0.017 0.000
4972095 70.00 0.250 0.017 0.233
4972113 63.64 0.250 0.017 0.000
4972149 76.80 0.250 0.017 0.108
4972152 49.71 0.250 0.017 0.000
4972283 75.00 0.250 0.017 0.358
4972335 56.22 0.250 0.017 0.358
4972344 77.70 0.250 0.017 0.000
4972366 80.00 0.250 0.017 0.608
4972378 80.00 0.250 0.017 0.358
4972465 80.00 0.250 0.017 0.233
4972523 80.00 0.250 0.017 0.000
4972533 62.50 0.250 0.017 0.108
4972604 80.00 0.250 0.017 0.233
4972611 62.07 0.250 0.017 0.358
4972616 79.22 0.250 0.017 0.358
4972621 76.38 0.250 0.017 0.000
4972622 60.00 0.250 0.017 0.000
4972650 38.10 0.250 0.017 0.000
4972662 51.68 0.250 0.017 0.358
4972684 78.83 0.250 0.017 0.233
4972795 55.60 0.250 0.017 0.233
4972797 77.31 0.250 0.017 0.000
4972824 64.92 0.250 0.017 0.000
4972829 78.22 0.250 0.017 0.483
4972833 79.07 0.250 0.017 0.483
4972874 79.63 0.250 0.017 0.233
4972915 70.00 0.250 0.017 0.233
4972926 89.55 12 0.250 0.017 0.000
4973051 74.42 0.250 0.017 0.358
4973069 70.00 0.250 0.017 0.108
4973188 68.99 0.250 0.017 0.108
4973247 76.53 0.250 0.017 0.858
4973267 29.91 0.250 0.017 0.233
4973313 70.00 0.250 0.017 0.000
4973362 80.00 0.250 0.017 0.358
4973374 75.21 0.250 0.017 0.108
4973404 85.32 06 0.250 0.017 0.858
4973415 72.04 0.250 0.017 0.233
4973425 87.71 11 0.250 0.017 0.483
4973456 46.22 0.250 0.017 0.000
4973457 80.00 0.250 0.017 0.000
4973487 77.97 0.250 0.017 0.000
4973500 77.63 0.250 0.017 0.483
4973507 67.63 0.250 0.017 0.108
4973617 72.82 0.250 0.017 0.358
4973674 63.38 0.250 0.017 0.000
4973850 57.02 0.250 0.017 0.000
4973886 60.82 0.250 0.017 0.233
4973966 85.00 33 0.250 0.017 0.000
4974032 78.57 0.250 0.017 0.000
4974056 79.89 0.250 0.017 0.358
4974062 75.86 0.250 0.017 0.000
4974066 79.63 0.250 0.017 0.000
4974081 95.00 11 0.250 0.017 0.108
4974093 79.99 0.250 0.017 0.000
4974104 62.94 0.250 0.017 0.108
4974120 67.71 0.250 0.017 0.000
4974150 69.38 0.250 0.017 0.358
4974169 54.55 0.250 0.017 0.108
4974182 63.68 0.250 0.017 0.108
4974187 80.00 0.250 0.017 0.483
4974201 50.00 0.250 0.017 0.000
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4974219 68.10 0.250 0.017 0.000
4974247 75.00 0.250 0.017 0.483
4974311 94.99 01 0.250 0.017 0.108
4974342 89.84 01 0.250 0.017 0.108
4974383 90.00 12 0.250 0.017 0.000
4974438 76.39 0.250 0.017 0.233
4974442 69.85 0.250 0.017 0.483
4974452 89.00 06 0.250 0.017 0.000
4974466 62.86 0.250 0.017 0.000
4974526 90.00 33 0.250 0.017 0.733
4974539 67.31 0.250 0.017 0.000
4974555 56.19 0.250 0.017 0.358
4974560 62.63 0.250 0.017 0.000
4974562 64.24 0.250 0.017 0.000
4974566 62.62 0.250 0.017 0.000
4974567 69.38 0.250 0.017 0.000
4974578 75.00 0.250 0.017 0.233
4974585 57.76 0.250 0.017 0.233
4974587 73.28 0.250 0.017 0.858
4974596 67.94 0.250 0.017 0.358
4974601 79.96 0.250 0.017 0.108
4974633 58.25 0.250 0.017 0.108
4974682 80.00 0.250 0.017 0.233
4974708 64.30 0.250 0.017 0.000
4974727 57.32 0.250 0.017 0.858
4974763 63.75 0.250 0.017 0.000
4974766 75.29 0.250 0.017 0.358
4974778 45.00 0.250 0.017 0.000
4974871 45.78 0.250 0.017 0.108
4974876 74.11 0.250 0.017 0.108
4974882 66.46 0.250 0.017 0.000
4974892 79.90 0.250 0.017 0.233
4974913 24.81 0.250 0.017 0.108
4974919 64.63 0.250 0.017 0.000
4975000 51.75 0.250 0.017 0.858
4975012 35.26 0.250 0.017 0.233
4975024 77.55 0.250 0.017 0.358
4975030 49.50 0.250 0.017 0.108
4975039 80.00 0.250 0.017 0.000
4975044 37.50 0.250 0.017 0.358
4975071 48.96 0.250 0.017 0.108
4975075 70.00 0.250 0.017 0.000
4975098 77.73 0.250 0.017 0.108
4975127 56.95 0.250 0.017 0.358
4975133 45.75 0.250 0.017 0.000
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4975170 50.66 0.250 0.017 0.108
4975174 48.60 0.250 0.017 0.233
4975267 57.10 0.250 0.017 0.483
4975270 75.36 0.250 0.017 0.108
4975275 69.81 0.250 0.017 0.000
4975288 69.23 0.250 0.017 0.000
4975308 32.63 0.250 0.017 0.108
4975339 78.61 0.250 0.017 0.000
4975366 68.59 0.250 0.017 0.358
4975374 80.00 0.250 0.017 0.108
4975408 80.00 0.250 0.017 0.108
4975412 74.99 0.250 0.017 0.858
4975426 62.64 0.250 0.017 0.233
4975481 90.00 06 0.250 0.017 0.108
4975489 76.92 0.250 0.017 0.108
4975556 71.98 0.250 0.017 0.108
4975566 65.87 0.250 0.017 0.233
4975639 80.00 0.250 0.017 0.358
4975641 78.93 0.250 0.017 0.483
4975651 50.44 0.250 0.017 0.233
4975667 59.80 0.250 0.017 0.000
4975732 80.00 0.250 0.017 0.233
4975745 84.78 06 0.250 0.017 0.000
4975776 88.11 11 0.250 0.017 0.108
4975781 67.89 0.250 0.017 0.233
4975785 65.61 0.250 0.017 0.000
4975802 32.68 0.250 0.017 0.233
4975808 65.00 0.250 0.017 0.000
4975823 63.55 0.250 0.017 0.233
4975844 80.00 0.250 0.017 0.233
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4975868 75.00 0.250 0.017 0.108
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4976061 90.00 12 0.250 0.017 0.000
4976071 54.87 0.250 0.017 0.108
4976078 73.92 0.250 0.017 0.000
4976096 55.64 0.250 0.017 0.233
4976129 75.00 0.250 0.017 0.233
4976136 59.74 0.250 0.017 0.000
4976179 48.19 0.250 0.017 0.233
4976218 67.65 0.250 0.017 0.000
4976246 80.00 0.250 0.017 0.000
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4976456 68.33 0.250 0.017 0.233
4976519 59.80 0.250 0.017 0.108
4976536 61.56 0.250 0.017 0.233
4976538 79.63 0.250 0.017 0.000
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7597222 69.92 0.250 0.017 0.000
7597516 78.57 0.250 0.017 0.000
7597913 80.00 0.250 0.017 0.358
7597983 89.91 17 0.250 0.017 0.233
7598263 69.48 0.250 0.017 0.108
7598486 73.33 0.250 0.017 0.000
7598585 90.00 33 0.250 0.017 0.000
7600228 80.00 0.250 0.017 0.233
7601273 70.00 0.250 0.017 0.358
7601819 80.00 0.250 0.017 0.000
7601874 80.00 0.250 0.017 0.108
7602377 65.00 0.250 0.017 0.000
7602384 80.00 0.250 0.017 0.000
7603598 31.25 0.250 0.017 0.000
7603604 73.85 0.250 0.017 0.108
7603613 63.78 0.250 0.017 0.000
7604159 76.47 0.250 0.017 0.000
7604366 66.12 0.250 0.017 0.000
7604535 80.00 0.250 0.017 0.000
7604572 65.49 0.250 0.017 0.000
7604857 44.87 0.250 0.017 0.000
7604860 90.00 17 0.250 0.017 0.000
7604972 76.90 0.250 0.017 0.358
7604982 80.00 0.250 0.017 0.000
7605184 68.83 0.250 0.017 0.000
7605451 58.75 0.250 0.017 0.000
7605872 74.12 0.250 0.017 0.000
7605938 60.00 0.250 0.017 0.733
7606086 77.01 0.250 0.017 0.000
7606354 56.33 0.250 0.017 0.000
7607080 80.00 0.250 0.017 0.000
7607120 94.99 12 0.250 0.017 0.233
7607464 66.67 0.250 0.017 0.000
7607743 56.00 0.250 0.017 0.000
7608432 75.00 0.250 0.017 0.358
7608685 80.00 0.250 0.017 0.000
7608804 77.98 0.250 0.017 0.358
7609712 62.72 0.250 0.017 0.000
7609875 68.49 0.250 0.017 0.000
7610391 80.00 0.250 0.017 0.000
7610530 62.29 0.250 0.017 0.108
7610684 95.00 24 0.250 0.017 0.358
7612241 80.00 0.250 0.017 0.000
7613570 61.22 0.250 0.017 0.233
7613712 37.50 0.250 0.017 0.000
7616184 80.00 0.250 0.017 0.358
7616543 80.00 0.250 0.017 0.483
7619585 69.15 0.250 0.017 0.233
7619897 80.00 0.250 0.017 0.000
7621632 80.00 0.250 0.017 0.108
7622482 79.74 0.250 0.017 0.233
7622686 64.50 0.250 0.017 0.000
7622766 80.00 0.250 0.017 0.000
7622951 68.41 0.250 0.017 0.000
7626125 77.84 0.250 0.017 0.000
7632742 70.00 0.250 0.017 0.000
7632783 80.00 0.250 0.017 0.358
7640259 95.00 11 0.250 0.017 0.358
COUNT:
WAC:
WAM:
WALTV:
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1999-11 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>
4797367 METAIRIE LA 70006 SFD 7.875 6.750 $2,059.20 360 1-Aug-28 $282,400.00
4866348 STATEN ISLAND NY 10312 SFD 7.125 6.750 $1,717.99 360 1-Dec-28 $254,176.99
4877298 NASHVILLE TN 37215 SFD 7.500 6.750 $1,824.95 360 1-Aug-28 $259,416.08
4877687 DULUTH GA 30097 SFD 7.000 6.733 $3,782.91 360 1-Jul-28 $564,306.08
4877770 POWAY CA 92064 SFD 7.500 6.750 $2,517.17 360 1-Sep-28 $358,094.38
4891361 ROSSFORD OH 43460 SFD 7.250 6.750 $5,286.87 360 1-Feb-29 $773,787.19
4895938 BUFFALO GROVE IL 60089 SFD 7.625 6.750 $1,762.41 360 1-Sep-28 $247,714.14
4897579 MEDWAY MA 02053 SFD 6.500 6.233 $1,933.50 360 1-Sep-28 $303,932.47
4912243 GURNEE IL 60031 SFD 7.500 6.750 $1,756.78 360 1-Jun-28 $249,331.99
4912932 LAGUNA NIGEL CA 92677 SFD 7.250 6.750 $2,264.83 360 1-Oct-28 $330,422.35
4923024 COLD SPRING KY 41076 SFD 7.500 6.750 $1,887.88 360 1-Nov-28 $268,985.50
4923712 AUSTIN TX 78703 SFD 7.250 6.750 $551.20 360 1-Oct-28 $80,416.05
4930108 LOS ANGELES CA 90291 SFD 7.875 6.750 $8,729.84 360 1-Oct-28 $1,195,751.43
4931272 BELLE MEAD NJ 08202 SFD 7.500 6.750 $2,097.65 360 1-Nov-28 $298,872.75
4932945 EVERETT WA 98203 SFD 6.750 6.483 $1,789.49 360 1-Jan-29 $275,183.33
4942102 MORTON IL 61550 SFD 7.250 6.750 $1,872.57 360 1-Nov-28 $273,416.32
4942236 TOLEDO OH 43606 SFD 7.500 6.750 $2,129.11 360 1-Mar-29 $304,274.02
4942318 SCOTTSDALE AZ 85258 SFD 7.375 6.750 $2,348.30 360 1-Nov-28 $338,690.40
4942634 GERMANTOWN TN 38138 SFD 6.750 6.483 $2,199.72 360 1-Nov-28 $337,673.47
4944849 WINDHAM NH 03087 SFD 7.000 6.733 $1,942.36 360 1-Nov-28 $290,739.37
4945962 WELLESLEY MA 02482 SFD 7.250 6.750 $3,711.04 360 1-Jan-29 $542,719.17
4955419 BARTLESVILLE OK 74006 SFD 7.250 6.750 $1,792.76 360 1-Mar-29 $262,594.99
4955792 SNOHOMISH WA 98290 SFD 6.625 6.358 $1,092.38 360 1-Feb-29 $170,298.11
4956924 ALAMO CA 94507 SFD 7.000 6.733 $2,309.93 360 1-Dec-28 $346,051.60
4958788 SAN FRANCISCO CA 94116 SFD 7.125 6.750 $2,000.94 360 1-Dec-28 $296,041.50
4959336 CHAPIN SC 29036 SFD 6.875 6.608 $2,772.90 360 1-Jan-29 $421,030.04
4959521 BATON ROUGE LA 70810 SFD 7.375 6.750 $1,968.42 360 1-Mar-29 $284,783.14
4962348 RIVERWOODS IL 60015 SFD 6.875 6.608 $1,783.56 360 1-Nov-28 $270,346.41
4962658 LAKEVILLE MN 55044 SFD 7.875 6.750 $1,914.18 360 1-Jan-29 $263,451.38
4962703 LOS ANGELES CA 90048 SFD 7.375 6.750 $3,254.80 360 1-Nov-28 $469,434.94
4962708 NEWPORT COAST CA 92657 LCO 6.875 6.608 $6,569.29 360 1-Sep-28 $994,017.08
4962729 AUSTIN TX 78701 SFD 7.000 6.733 $1,230.81 360 1-Dec-28 $184,388.10
4962766 SAN JOSE CA 95120 SFD 8.250 6.750 $10,517.73 360 1-Sep-28 $1,393,620.52
4962826 SHERMAN OAKS CA 91423 SFD 7.375 6.750 $2,448.44 360 1-Dec-28 $353,052.60
4962831 FALLS CHURCH VA 22046 SFD 7.375 6.750 $2,334.13 360 1-Jan-29 $337,173.80
4962964 MOUNTAIN VIEW CA 94040 SFD 7.375 6.750 $2,355.20 360 1-Jan-29 $340,216.79
4963075 ROCKY MOUNT NC 27804 SFD 7.500 6.750 $2,464.59 360 1-Dec-28 $351,316.10
4963397 QUEEN CREEK AZ 85242 SFD 7.375 6.750 $1,771.59 360 1-Jan-29 $255,910.85
4963453 DUXBURY MA 02332 SFD 6.750 6.483 $2,691.68 360 1-Dec-28 $413,558.68
4963496 LAGUNA NIGUEL CA 92677 SFD 7.375 6.750 $1,885.55 360 1-Jan-29 $272,372.95
4963647 RANCHO SANTA MARAGRITA CA 92688 SFD 6.875 6.608 $2,261.81 360 1-Jan-29 $342,995.05
4964602 FAIRFIELD CT 06430 SFD 7.000 6.733 $1,797.50 353 1-Mar-28 $267,195.65
4967793 CARLISLE MA 01741 SFD 7.250 6.750 $1,925.11 360 1-Nov-28 $281,085.86
4967821 SAN DIMAS CA 91773 SFD 7.500 6.750 $1,873.89 360 1-Oct-28 $266,116.79
4967925 SANTA BARBARA CA 93108 SFD 7.375 6.750 $3,246.17 360 1-Jan-29 $468,920.50
4968162 BUENA PARK CA 90620 SFD 7.500 6.750 $1,823.50 360 1-Dec-28 $260,010.51
4968193 CLOVIS CA 93611 SFD 7.500 6.750 $4,544.89 360 1-Feb-29 $649,032.21
4968209 SAN RAFAEL CA 94901 SFD 7.375 6.750 $2,344.84 360 1-Oct-28 $337,910.56
4968298 LINCOLN NE 68510 SFD 7.250 6.750 $1,937.38 360 1-Mar-29 $283,778.45
4969957 NOVATO CA 94945 SFD 7.375 6.750 $1,933.90 360 1-Nov-28 $275,635.31
4970130 WELLESLEY MA 02481 SFD 7.000 6.733 $2,272.67 360 1-Jan-29 $340,755.08
4970169 WAYLAND MA 01778 SFD 7.000 6.733 $2,661.21 360 1-Feb-29 $399,241.75
4971013 BERNARDS TOWNSHIP NJ 07920 SFD 7.000 6.733 $1,763.05 360 1-Jan-29 $264,344.54
4971025 HIGHLAND MD 20777 PUD 7.250 6.750 $2,182.96 360 1-Feb-29 $319,499.24
4971042 SUFFERN NY 10901 SFD 7.125 6.750 $2,721.82 360 1-Feb-29 $403,351.94
4971047 AURORA IL 60504 SFD 7.000 6.733 $3,326.51 360 1-Jan-29 $498,763.29
4971051 BRIDGEWATER NJ 07708 SFD 6.875 6.608 $2,036.48 360 1-Jan-29 $309,214.20
4971089 SCOTTSDALE AZ 85258 SFD 7.375 6.750 $1,961.52 360 1-Jan-29 $283,347.70
4971853 LOCUST VALLEY NY 11560 SFD 7.000 6.733 $2,055.78 360 1-Jan-29 $308,235.72
4972085 GARDEN CITY NY 11530 SFD 7.250 6.750 $2,728.71 360 1-Jan-29 $399,058.20
4972245 HIGHLAND PARK IL 60035 SFD 6.875 6.608 $2,627.72 360 1-Jan-29 $398,986.06
4972265 BROOKLYN NY 11209 MF2 7.125 6.750 $2,324.33 360 1-Dec-28 $343,886.56
4972271 LARCHMMONT NY 10538 SFD 6.875 6.608 $2,332.10 360 1-Jan-29 $354,100.13
4972277 WESTHAMPTON NY 11940 SFD 7.250 6.750 $3,045.23 360 1-Jan-29 $445,348.99
4972558 BERNARDS TWP NJ 07920 SFD 6.750 6.483 $2,756.54 360 1-Jan-29 $423,896.08
4972606 EL PASO TX 79912 SFD 6.875 6.608 $1,614.74 360 1-Jan-29 $245,176.95
4972873 BROOKLYN NY 11215 SFD 6.625 6.358 $2,561.24 360 1-Feb-29 $399,292.23
4972876 BASKING RIDGE NJ 07920 SFD 7.000 6.733 $1,829.58 360 1-Jan-29 $274,319.81
4972885 DUBLIN OH 43017 SFD 6.750 6.483 $1,621.50 360 1-Jan-29 $248,996.39
4972906 MANHASSET NY 11030 SFD 6.875 6.608 $2,318.96 360 1-Jan-29 $351,954.06
4973255 PORT WASHINGTON NY 11050 SFD 6.875 6.608 $2,266.40 360 1-Jan-29 $344,125.49
4973576 FLOSSMOOR IL 60422 SFD 7.250 6.750 $1,662.80 360 1-Dec-28 $242,982.51
4973593 FOX POINT WI 53217 SFD 7.000 6.733 $2,528.15 360 1-Jan-29 $379,060.08
4973637 SOUTH SAN FRANCISCO CA 94080 SFD 6.875 6.608 $1,918.24 360 1-Jan-29 $291,259.81
4973679 ALBUQUERQUE NM 87111 SFD 7.500 6.750 $1,734.05 360 1-Jan-29 $247,444.39
4973710 NEWHALL AREA CA 91321 SFD 6.750 6.483 $2,309.01 360 1-Jan-29 $355,075.29
4973744 PARADISE VALLEY AZ 85253 SFD 7.250 6.750 $3,410.89 360 1-Jan-29 $498,822.75
4974188 BATON ROUGE LA 70810 SFD 6.750 6.483 $2,607.36 360 1-Mar-29 $401,653.89
4974702 SANDY SPRING MD 20860 SFD 7.500 6.750 $2,209.52 360 1-Jan-29 $313,750.73
4974706 ORANGE CA 92867 PUD 7.000 6.733 $2,993.87 360 1-Jan-29 $448,672.80
4974756 EVERGREEN CO 80439 SFD 6.625 6.358 $1,760.86 360 1-Jan-29 $274,268.08
4974818 STROUDSBURG PA 18360 SFD 8.125 6.750 $1,869.24 360 1-Feb-29 $251,411.03
4974855 SANTA FE NM 87501 SFD 7.000 6.733 $1,743.10 360 1-Jan-29 $261,351.93
4974943 BYRON IL 61010 SFD 6.375 6.108 $623.87 360 1-Sep-28 $99,341.24
4974997 SODDY-DAISY TN 37379 SFD 6.375 6.108 $717.46 360 1-Oct-28 $114,352.32
4975034 SYLVANIA OH 43560 SFD 6.875 6.608 $1,492.22 360 1-Dec-28 $226,380.06
4975259 BOCA RATON FL 33486 SFD 7.375 6.750 $3,755.55 360 1-Jan-29 $542,501.10
4975327 CHINO HILLS CA 91709 SFD 7.875 6.750 $2,073.70 360 1-Jan-29 $285,405.64
4975345 POTOMAC MD 20854 SFD 7.250 6.750 $2,338.50 360 1-Jan-29 $341,992.89
4975453 CHARLOTTE NC 28277 SFD 6.875 6.608 $3,153.26 360 1-Jan-29 $478,587.84
4975761 PHOENIX AZ 85021 SFD 7.250 6.750 $1,828.24 360 1-Jan-29 $267,368.98
4975794 CORNELIUS NC 28031 SFD 6.750 6.483 $2,283.07 360 1-Feb-29 $301,110.91
4975797 FLOURTOWN PA 19031 SFD 7.125 6.750 $3,368.60 360 1-Jan-29 $498,793.34
4976185 MASON OH 45040 SFD 6.750 6.483 $1,596.85 360 1-Jan-29 $245,202.15
4978304 SOUTHERN SHORES NC 27949 SFD 6.875 6.608 $2,791.95 360 1-Jan-29 $423,922.69
4978360 LA QUINTA CA 92253 SFD 6.875 6.608 $2,890.49 360 1-Jan-29 $438,884.67
4978406 CORAL SPRINGS FL 33076 SFD 6.625 6.358 $1,806.91 360 1-Feb-29 $281,692.66
4978951 SCARSDALE NY 10583 SFD 6.875 6.608 $2,575.16 360 1-Dec-28 $390,671.33
4978956 GARDEN CITY NY 11530 SFD 6.750 6.483 $1,880.93 360 1-Jan-29 $289,217.23
4978964 STANFORD NY 12514 SFD 6.750 6.483 $1,867.96 360 1-Dec-28 $286,999.76
4980398 RANCHO CUCAMONGA CA 91739 SFD 7.625 6.750 $1,888.04 360 1-Jan-29 $266,167.11
4980424 WEST LINN OR 97068 SFD 7.000 6.733 $2,661.21 360 1-Feb-29 $399,303.31
4980492 LAGUNA BEACH CA 92677 SFD 7.250 6.750 $3,178.95 360 1-Dec-28 $464,532.64
4980542 SANTA MONICA CA 90403 MF2 7.125 6.750 $2,142.43 360 1-Jan-29 $317,232.56
4980547 WILMINGTON DE 19803 SFD 6.375 6.108 $1,715.64 360 1-Dec-28 $273,973.04
4980554 CHARLOTTE NC 28207 SFD 6.625 6.358 $3,765.03 360 1-Feb-29 $586,959.58
4980574 VILLA PARK CA 92861 SFD 6.875 6.608 $2,397.80 360 1-Feb-29 $361,350.46
4980593 BLACK DIAMOND WA 98010 SFD 7.250 6.750 $1,705.44 360 1-Jan-29 $249,411.39
4980627 LAGUNA NIGUEL CA 92677 SFD 6.875 6.608 $1,885.39 360 1-Feb-29 $286,516.38
4980683 BLACK MOUNTAIN NC 28711 SFD 7.125 6.750 $1,643.87 360 1-Jan-29 $243,411.16
4980740 HILTON HEAD ISLAND SC 29928 SFD 7.500 6.750 $2,167.56 360 1-Jan-29 $309,305.50
4981162 BURLINGAME CA 94010 SFD 7.125 6.750 $2,351.28 360 1-Jan-29 $348,157.74
4981168 SARATOGA CA 95070 SFD 7.500 6.750 $3,366.72 360 1-Dec-28 $480,057.16
4981204 HARTLAND MI 48353 SFD 7.375 6.750 $2,659.10 360 1-Jan-29 $384,011.07
4981308 COLUMBIA FALLS MT 59912 SFD 7.375 6.750 $1,070.55 360 1-Feb-29 $154,763.38
4981368 THORNTON CO 80241 SFD 7.125 6.750 $2,026.55 360 1-Feb-29 $300,317.47
4981421 COVE UT 84320 SFD 7.125 6.750 $572.67 360 1-Feb-29 $84,863.65
4981483 HOUSTON TX 77056 SFD 7.500 6.750 $5,509.82 360 1-Mar-28 $780,105.59
4981524 HOUSTON TX 77055 SFD 6.750 6.483 $1,556.64 360 1-Dec-28 $239,166.44
4981600 HILLSBOROUGH CA 94010 SFD 7.250 6.750 $4,825.72 360 1-Dec-28 $705,172.54
4981716 ELLICOTT CITY MD 21042 SFD 7.250 6.750 $2,227.31 360 1-Feb-29 $325,989.05
4981758 SAN FRANCISCO CA 94123 MF2 7.250 6.750 $5,338.71 360 1-Nov-28 $779,510.39
4981769 SAN FRANCISCO CA 94115 LCO 6.875 6.608 $4,586.76 360 1-Jan-29 $696,442.13
4981776 SAN RAFAEL CA 94903 PUD 7.125 6.750 $2,411.91 360 1-Dec-28 $356,844.64
4981781 SCOTTSDALE AZ 85260 SFD 7.500 6.750 $1,664.14 360 1-Jan-29 $237,466.80
4981804 SAN JUAN CAPISTRANO CA 92675 SFD 7.375 6.750 $2,355.20 360 1-Nov-28 $339,686.60
4981810 SILVERTHORNE CO 80498 SFD 7.250 6.750 $1,043.73 360 1-Jan-29 $152,639.77
4981813 SANTA CLARA CA 95050 SFD 7.625 6.750 $1,274.03 360 1-Jan-29 $179,606.67
4981838 ALTADENA CA 91001 SFD 7.375 6.750 $2,210.16 360 1-Dec-28 $312,644.44
4981867 VAIL CO 81657 SFD 7.250 6.750 $6,821.76 360 1-Jan-29 $997,645.55
4981939 RIVERTON UT 84065 SFD 6.750 6.483 $2,349.52 240 1-Dec-18 $306,075.59
4981942 SAN DIEGO CA 92119 SFD 7.500 6.750 $832.07 360 1-Jan-29 $118,733.38
4981945 LOS ANGELES CA 91304 SFD 7.250 6.750 $1,975.58 360 1-Dec-28 $288,688.13
4982008 LOS ANGELES CA 90049 SFD 7.250 6.750 $5,245.94 360 1-Dec-28 $766,578.57
4982094 AVONDALE AZ 85323 SFD 7.625 6.750 $835.20 360 1-Dec-28 $117,655.09
4982103 DANVILLE CA 94526 SFD 7.250 6.750 $1,705.44 360 1-Feb-29 $249,608.78
4982134 NAPA CA 94558 SFD 7.500 6.750 $5,383.95 360 1-Feb-29 $768,853.53
4982152 NORTH SALT LAKE UT 84054 SFD 6.875 6.608 $2,397.79 360 1-Dec-28 $363,762.85
4982166 DENVER CO 80203 HCO 7.500 6.750 $1,083.78 360 1-Dec-28 $154,535.55
4982342 IRVINGTON NY 10533 SFD 7.000 6.733 $1,783.01 360 1-Jan-29 $267,337.11
4982343 LITTLETON CO 80120 SFD 7.250 6.750 $2,387.62 360 1-Jan-29 $348,949.12
4982480 ARMONK NY 10504 SFD 7.250 6.750 $1,705.44 360 1-Dec-28 $249,178.49
4982481 BIRMINGHAM MI 48009 SFD 7.500 6.750 $2,517.18 360 1-Jan-29 $359,193.44
4986513 CORONA CA 91719 SFD 7.750 6.750 $551.64 360 1-Jan-29 $76,835.90
4986522 BURTON MI 48509 SFD 7.375 6.750 $483.47 360 1-Jan-29 $69,737.80
4986662 LAKE BLUFF IL 60044 SFD 7.375 6.750 $2,028.86 360 1-Jan-29 $293,075.30
4986666 BAYVILLE NJ 08721 LCO 7.375 6.750 $669.61 360 1-Jan-29 $96,727.33
4986670 SEBRING FL 33870 SFD 7.250 6.750 $505.90 360 1-Jan-29 $73,985.40
4986676 EAST LANSING MI 48823 SFD 7.375 6.750 $1,401.38 360 1-Jan-29 $202,433.98
4986681 FT LAUDERDALE FL 33008 SFD 7.375 6.750 $2,244.70 360 1-Jan-29 $324,253.53
4986688 PORT WASHINGTON NY 11050 SFD 6.875 6.608 $2,022.03 360 1-Jan-29 $307,019.78
4986702 SAN ANTONIO TX 78247 PUD 7.625 6.750 $339.74 360 1-Dec-28 $47,859.71
4986706 POMPANO BEACH FL 33062 LCO 7.125 6.750 $832.04 360 1-Oct-28 $122,795.58
4986716 MISSION VIEJO CA 92691 SFD 7.750 6.750 $1,805.36 360 1-Dec-28 $251,281.64
4986730 TOWN OF GREENBURGH NY 10583 SFD 7.500 6.750 $2,097.64 360 1-Jan-29 $298,720.37
4986734 SIERRA MADRE CA 91024 SFD 7.125 6.750 $1,603.46 360 1-Dec-28 $237,231.85
4986796 CORRALES NM 87048 SFD 7.625 6.750 $3,206.31 360 1-Dec-28 $451,675.96
4986806 BROOMFIELD CO 80021 SFD 7.375 6.750 $1,036.02 360 1-Jan-29 $149,655.45
4986811 BELLEVUE WA 98006 SFD 7.125 6.750 $2,222.94 360 1-Jan-29 $329,153.71
4986823 SAN DIEGO CA 92103 SFD 7.500 6.750 $1,762.02 360 1-Jan-29 $251,435.42
4986854 PONTE VEDRA FL 32082 SFD 7.375 6.750 $1,157.14 360 1-Jan-29 $167,153.21
4986868 MURRIETA CA 92564 SFD 7.625 6.750 $4,556.42 360 1-Jan-29 $642,343.33
4986874 CENTREVILLE VA 20120 SFD 7.375 6.750 $3,744.08 360 1-Jan-29 $540,805.58
4986879 BEDFORD NH 03110 SFD 7.500 6.750 $2,426.27 360 1-Jan-29 $346,222.60
4986886 BATON ROUGE LA 70817 SFD 7.375 6.750 $1,288.46 360 1-Jan-29 $186,121.51
4986893 SCOTTSDALE AZ 85262 SFD 7.375 6.750 $2,141.09 360 1-Jan-29 $309,288.00
4986896 SAINT LOUIS MO 63138 SFD 7.375 6.750 $300.44 360 1-Jan-29 $43,370.14
4986900 CHICAGO IL 60634 LCO 7.375 6.750 $925.50 360 1-Jan-29 $133,692.23
4986905 NELLYSFORD VA 22958 SFD 6.750 6.483 $2,075.51 360 1-Jan-29 $319,168.81
4986916 TUCSON AZ 85749 SFD 7.500 6.750 $2,286.43 360 1-Jan-29 $325,970.63
4986925 RICHMOND VA 23229 SFD 7.375 6.750 $3,038.97 360 1-Jan-29 $438,989.41
4986939 GRANITE SPRINGS NY 10527 SFD 7.375 6.750 $1,851.01 360 1-Jan-29 $267,334.14
4986952 LANDSDALE PA 19446 SFD 8.125 6.750 $1,068.45 360 1-Jan-29 $143,615.70
4986958 MONTAUK NY 11954 SFD 7.625 6.750 $2,477.28 360 1-Nov-28 $348,717.20
4986961 KLAMATH FALLS OR 97601 SFD 7.375 6.750 $856.43 360 1-Nov-28 $123,522.42
4986967 WEST HAVEN CT 06516 MF2 7.375 6.750 $756.98 360 1-Jan-29 $109,348.27
4987141 FLORHAM PARK NJ 07932 SFD 7.500 6.750 $1,414.24 251 1-Nov-19 $177,699.52
4987172 CHRISTIANA PA 17509 SFD 7.875 6.750 $2,783.74 284 1-Mar-22 $353,986.51
4995914 VALPARAISO IN 46383 SFD 7.375 6.750 $3,453.38 360 1-Mar-29 $499,145.33
4995996 SAN JOSE CA 95132 SFD 7.375 6.750 $1,878.64 360 1-Feb-29 $271,584.78
4996173 CARPINTERIA CA 93013 SFD 7.375 6.750 $2,051.31 360 1-Mar-29 $296,774.00
4998096 PINEHURST NC 28374 SFD 6.750 6.483 $1,613.71 360 1-Feb-29 $248,370.38
4998633 FOSTER CITY CA 94404 SFD 8.125 6.750 $2,079.00 360 1-Mar-29 $279,816.83
4999036 PALM HARBOR FL 34685 SFD 7.375 6.750 $1,740.50 360 1-Mar-29 $251,808.25
4999040 WEST GROVE PA 19390 SFD 6.500 6.233 $3,476.37 360 1-Mar-29 $549,502.80
4999167 TOWNSHIP OF HARRIS PA 16827 SFD 6.875 6.608 $1,933.35 360 1-Mar-29 $294,052.74
4999427 OAK HILLS CA 92345 SFD 6.375 6.108 $1,547.20 360 1-Mar-29 $247,770.30
4999445 CHARLOTTE NC 28226 SFD 6.875 6.608 $4,270.04 360 1-Mar-29 $649,453.92
4999503 NEW ROCHELLE NY 10583 SFD 6.625 6.358 $1,696.82 360 1-Jan-29 $264,294.72
4999507 ASHBURN VA 20147 SFD 6.750 6.483 $1,716.84 360 1-Dec-28 $263,739.93
4999707 ROSEVILLE CA 95747 SFD 7.000 6.733 $1,781.69 360 1-Feb-29 $267,359.68
4999830 MILLERSVILLE MD 21108 SFD 7.125 6.750 $2,021.16 360 1-Feb-29 $299,518.76
4999939 BRONXVILLE NY 10708 SFD 7.500 6.750 $2,272.45 360 1-Feb-29 $324,516.09
$65,318,056.73
</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>
4797367 94.98 01 0.250 0.017 0.858
4866348 94.97 38 0.250 0.017 0.108
4877298 72.50 0.250 0.017 0.483
4877687 79.99 0.250 0.017 0.000
4877770 80.00 0.250 0.017 0.483
4891361 59.62 0.250 0.017 0.233
4895938 93.08 06 0.250 0.017 0.608
4897579 90.00 01 0.250 0.017 0.000
4912243 75.00 0.250 0.017 0.483
4912932 80.00 0.250 0.017 0.233
4923024 90.00 01 0.250 0.017 0.483
4923712 56.90 0.250 0.017 0.233
4930108 72.53 0.250 0.017 0.858
4931272 52.45 0.250 0.017 0.483
4932945 76.64 0.250 0.017 0.000
4942102 90.00 06 0.250 0.017 0.233
4942236 54.38 0.250 0.017 0.483
4942318 67.33 0.250 0.017 0.358
4942634 85.00 17 0.250 0.017 0.000
4944849 95.00 06 0.250 0.017 0.000
4945962 80.00 0.250 0.017 0.233
4955419 90.00 24 0.250 0.017 0.233
4955792 79.35 0.250 0.017 0.000
4956924 80.00 0.250 0.017 0.000
4958788 90.00 13 0.250 0.017 0.108
4959336 80.86 11 0.250 0.017 0.000
4959521 57.00 0.250 0.017 0.358
4962348 61.70 0.250 0.017 0.000
4962658 77.58 0.250 0.017 0.858
4962703 79.20 0.250 0.017 0.358
4962708 55.56 0.250 0.017 0.000
4962729 47.19 0.250 0.017 0.000
4962766 100.00 0.250 0.017 1.233
4962826 78.78 0.250 0.017 0.358
4962831 79.15 0.250 0.017 0.358
4962964 48.71 0.250 0.017 0.358
4963075 75.00 0.250 0.017 0.483
4963397 90.00 13 0.250 0.017 0.358
4963453 69.17 0.250 0.017 0.000
4963496 79.13 0.250 0.017 0.358
4963647 90.00 0.250 0.017 0.000
4964602 87.21 12 0.250 0.017 0.000
4967793 70.55 0.250 0.017 0.233
4967821 80.00 0.250 0.017 0.483
4967925 68.61 0.250 0.017 0.358
4968162 80.00 0.250 0.017 0.483
4968193 77.38 0.250 0.017 0.483
4968209 75.44 0.250 0.017 0.358
4968298 78.89 0.250 0.017 0.233
4969957 75.88 0.250 0.017 0.358
4970130 61.00 0.250 0.017 0.000
4970169 74.63 0.250 0.017 0.000
4971013 65.76 0.250 0.017 0.000
4971025 80.00 0.250 0.017 0.233
4971042 80.00 0.250 0.017 0.108
4971047 71.43 0.250 0.017 0.000
4971051 77.50 0.250 0.017 0.000
4971089 80.00 0.250 0.017 0.358
4971853 76.30 0.250 0.017 0.000
4972085 59.26 0.250 0.017 0.233
4972245 55.94 0.250 0.017 0.000
4972265 69.00 0.250 0.017 0.108
4972271 68.27 0.250 0.017 0.000
4972277 80.00 0.250 0.017 0.233
4972558 72.65 0.250 0.017 0.000
4972606 88.90 12 0.250 0.017 0.000
4972873 54.05 0.250 0.017 0.000
4972876 73.14 0.250 0.017 0.000
4972885 81.97 06 0.250 0.017 0.000
4972906 78.44 0.250 0.017 0.000
4973255 68.05 0.250 0.017 0.000
4973576 75.00 0.250 0.017 0.233
4973593 54.68 0.250 0.017 0.000
4973637 74.87 0.250 0.017 0.000
4973679 93.58 06 0.250 0.017 0.483
4973710 80.00 0.250 0.017 0.000
4973744 44.64 0.250 0.017 0.233
4974188 67.00 0.250 0.017 0.000
4974702 80.00 0.250 0.017 0.483
4974706 72.82 0.250 0.017 0.000
4974756 63.95 0.250 0.017 0.000
4974818 95.00 11 0.250 0.017 1.108
4974855 64.69 0.250 0.017 0.000
4974943 68.97 0.250 0.017 0.000
4974997 73.30 0.250 0.017 0.000
4975034 64.66 0.250 0.017 0.000
4975259 75.00 0.250 0.017 0.358
4975327 79.22 0.250 0.017 0.858
4975345 77.86 0.250 0.017 0.233
4975453 66.67 0.250 0.017 0.000
4975761 76.79 0.250 0.017 0.233
4975794 57.70 0.250 0.017 0.000
4975797 58.82 0.250 0.017 0.108
4976185 86.39 06 0.250 0.017 0.000
4978304 78.70 0.250 0.017 0.000
4978360 74.14 0.250 0.017 0.000
4978406 79.94 0.250 0.017 0.000
4978951 65.33 0.250 0.017 0.000
4978956 72.96 0.250 0.017 0.000
4978964 80.00 0.250 0.017 0.000
4980398 94.99 12 0.250 0.017 0.608
4980424 64.80 0.250 0.017 0.000
4980492 46.60 0.250 0.017 0.233
4980542 53.00 0.250 0.017 0.108
4980547 94.99 11 0.250 0.017 0.000
4980554 80.00 0.250 0.017 0.000
4980574 77.66 0.250 0.017 0.000
4980593 76.92 0.250 0.017 0.233
4980627 61.06 0.250 0.017 0.000
4980683 80.00 0.250 0.017 0.108
4980740 89.86 0.250 0.017 0.483
4981162 49.86 0.250 0.017 0.108
4981168 75.00 0.250 0.017 0.483
4981204 82.97 13 0.250 0.017 0.358
4981308 72.43 0.250 0.017 0.358
4981368 80.00 0.250 0.017 0.108
4981421 68.00 0.250 0.017 0.108
4981483 72.96 0.250 0.017 0.483
4981524 80.00 0.250 0.017 0.000
4981600 37.23 0.250 0.017 0.233
4981716 74.20 0.250 0.017 0.233
4981758 65.00 0.250 0.017 0.233
4981769 69.82 0.250 0.017 0.000
4981776 66.30 0.250 0.017 0.108
4981781 83.80 13 0.250 0.017 0.483
4981804 44.87 0.250 0.017 0.358
4981810 53.68 0.250 0.017 0.233
4981813 59.02 0.250 0.017 0.608
4981838 80.00 0.250 0.017 0.358
4981867 34.48 0.250 0.017 0.233
4981939 74.46 0.250 0.017 0.000
4981942 50.64 0.250 0.017 0.483
4981945 57.35 0.250 0.017 0.233
4982008 54.93 0.250 0.017 0.233
4982094 67.05 0.250 0.017 0.608
4982103 48.54 0.250 0.017 0.233
4982134 57.04 0.250 0.017 0.483
4982152 83.91 13 0.250 0.017 0.000
4982166 18.45 0.250 0.017 0.483
4982342 76.57 0.250 0.017 0.000
4982343 67.96 0.250 0.017 0.233
4982480 70.42 0.250 0.017 0.233
4982481 75.00 0.250 0.017 0.483
4986513 77.00 0.250 0.017 0.733
4986522 74.47 0.250 0.017 0.358
4986662 78.33 0.250 0.017 0.358
4986666 100.00 0.250 0.017 0.358
4986670 80.00 0.250 0.017 0.233
4986676 100.00 0.250 0.017 0.358
4986681 61.90 0.250 0.017 0.358
4986688 90.00 0.250 0.017 0.000
4986702 94.12 0.250 0.017 0.608
4986706 95.00 0.250 0.017 0.108
4986716 100.00 0.250 0.017 0.733
4986730 86.96 33 0.250 0.017 0.483
4986734 62.63 0.250 0.017 0.108
4986796 67.61 0.250 0.017 0.608
4986806 100.00 0.250 0.017 0.358
4986811 100.00 0.250 0.017 0.108
4986823 80.00 0.250 0.017 0.483
4986854 76.22 0.250 0.017 0.358
4986868 78.03 0.250 0.017 0.608
4986874 90.41 0.250 0.017 0.358
4986879 92.78 0.250 0.017 0.483
4986886 100.00 0.250 0.017 0.358
4986893 33.16 0.250 0.017 0.358
4986896 100.00 0.250 0.017 0.358
4986900 67.68 0.250 0.017 0.358
4986905 67.37 0.250 0.017 0.000
4986916 72.67 0.250 0.017 0.483
4986925 80.00 0.250 0.017 0.358
4986939 80.00 0.250 0.017 0.358
4986952 80.39 0.250 0.017 1.108
4986958 70.00 0.250 0.017 0.608
4986961 66.31 0.250 0.017 0.358
4986967 80.00 0.250 0.017 0.358
4987141 62.56 0.250 0.017 0.483
4987172 79.56 0.250 0.017 0.858
4995914 66.67 0.250 0.017 0.358
4995996 80.00 0.250 0.017 0.358
4996173 84.86 0.250 0.017 0.358
4998096 67.79 0.250 0.017 0.000
4998633 74.67 0.250 0.017 1.108
4999036 80.00 0.250 0.017 0.358
4999040 55.00 0.250 0.017 0.000
4999167 67.66 0.250 0.017 0.000
4999427 80.00 0.250 0.017 0.000
4999445 65.99 0.250 0.017 0.000
4999503 56.38 0.250 0.017 0.000
4999507 84.03 11 0.250 0.017 0.000
4999707 79.00 0.250 0.017 0.000
4999830 67.42 0.250 0.017 0.108
4999939 26.86 0.250 0.017 0.483
COUNT:
WAC:
WAM:
WALTV:
<PAGE>
</TABLE>
NASCOR
NMI / 1999-11 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>
4797367 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4866348 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4877298 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4877687 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4877770 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4891361 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4895938 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4897579 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4912243 HOMESIDE LENDING HOMESIDE LENDING
4912932 HOMESIDE LENDING HOMESIDE LENDING
4923024 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4923712 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4930108 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4931272 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4932945 CASCADE SAVINGS BANK CASCADE SAVINGS BANK
4942102 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4942236 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4942318 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4942634 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4944849 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4945962 PLYMOUTH SAVINGS BANK PLYMOUTH SAVINGS BANK
4955419 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4955792 CASCADE SAVINGS BANK CASCADE SAVINGS BANK
4956924 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4958788 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959336 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4959521 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4962348 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962658 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962703 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962708 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962729 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962766 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962826 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4962831 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4962964 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4963075 NOVUS FINANCIAL CORPORATIO NOVUS FINANCIAL CORPORATIO
4963397 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963453 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963496 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4963647 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964602 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4967793 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4967821 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4967925 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968162 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968193 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968209 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4968298 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4969957 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4970130 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4970169 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971013 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971025 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971042 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971047 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971051 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4971089 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4971853 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972085 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972245 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972265 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972271 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972277 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972558 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972606 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972873 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972876 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972885 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4972906 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4973255 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4973576 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973593 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973637 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973679 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973710 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4973744 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974188 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4974702 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4974706 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974756 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974818 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974855 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4974943 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4974997 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4975034 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4975259 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975327 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975345 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975453 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975761 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975794 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4975797 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4976185 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4978304 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4978360 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4978406 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4978951 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4978956 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4978964 MARINE MIDLAND MORTGAGE CO MARINE MIDLAND MORTGAGE CO
4980398 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980424 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980492 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980542 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980547 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980554 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980574 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980593 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980627 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980683 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4980740 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4981162 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981168 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981204 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981308 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981368 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981421 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981524 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981600 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981716 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981758 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981769 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981776 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981781 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981804 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981810 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981813 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981838 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981867 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981939 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981942 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981945 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982008 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982094 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982103 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982134 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982152 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982166 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4982342 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982343 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4982480 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4982481 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4986513 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986522 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986662 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986666 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986670 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986676 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986681 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986688 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986702 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986706 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986716 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986730 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986734 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986796 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986806 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986811 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986823 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986854 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986868 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986874 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986879 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986886 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986893 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986896 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986900 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986905 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986916 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986925 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986939 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986952 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986958 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986961 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986967 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4987141 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4987172 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4995914 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4995996 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4996173 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4998096 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4998633 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999036 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999040 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999167 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999427 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999445 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999503 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999507 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999707 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999830 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999939 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
COUNT: 193
WAC: 7.212468075
WAM: 355.0689913
WALTV: 72.17229993
</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 1999-11
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 1999-11, 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 April 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 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 1999-11, Class A-R Certificate (the "Class A-R
Certificate") for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from taxation under the Code unless such organization is subject
to the tax on unrelated business income imposed by Code Section 511. For these
purposes, an "ERISA Prohibited Holder" means an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on
behalf of or investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class A-R Certificate
as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class A-R Certificate in excess of cash flows generated by
the Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate to
any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other
than a U.S. Person (a "Non-U.S. Person") that holds the Class A-R Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Trust Administrator with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trust Administrator an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes. "U.S.
Person" means a citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise), created or organized in or under the laws of
the United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons.
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class A-R Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 3.01 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ___ day of , 19 __.
[NAME OF PURCHASER]
By: ________________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or proved
to me to be the same person who executed the foregoing instrument and to be the
[Title of Officer], of the Purchaser, and acknowledged to me that he [she]
executed the same as his [her] free act and deed and the free act and deed of
the Purchaser.
Subscribed and sworn before me this __ day of , 19 __.
----------
-----------------------------
NOTARY PUBLIC
COUNTY OF ____________________
STATE OF _____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
ARTICLE II Norwest Asset Securities Corporation,
SERIES 1999-11, CLASS A-R
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has no
actual knowledge that such affidavit is not true and has no reason to know that
the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-11
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 1999-11, 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 April 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 1999-11.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In connection with
the proposed transfer, the Purchaser represents and warrants to the Seller, the
Master Servicer and the Trust Administrator that:
(a)______The Purchaser is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which the Purchaser is organized, is
authorized to invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b)______The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6] Certificates
for its own account as principal and not with a view to the distribution
thereof, in whole or in part.
[(c)_____The Purchaser has knowledge of financial and business matters and is
capable of evaluating the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision; and the Purchaser is able to bear the economic risk of an
investment in the Class [A-PO][B-4][B-5][B-6] Certificates and can afford a
complete loss of such investment.] The Purchaser is a "Qualified Institutional
Buyer" within the meaning of Rule 144A of the Act.]
(d)______The Purchaser confirms that (a) it has received and reviewed a copy of
the Private Placement Memorandum dated __________ __, 19__, relating to the
Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e)______Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trust Administrator of the Trust Estate and
(b) such other opinions of counsel, officers' certificates and agreements as the
Seller or the Master Servicer may have required. A Benefit Plan Opinion is an
opinion of counsel to the effect that the proposed transfer will not cause the
assets of the Trust Estate to be regarded as "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trust Administrator, the Trustee, the Seller or the Master Servicer
to any obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).
(f)______If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.
Section 3. TRANSFER OF CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES.
(a)______The Purchaser understands that the Class [A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [A-PO][B-4][B-5][B-6] Certificates are registered under the Act and
applicable state law or unless an exemption from registration is available. The
Purchaser further understands that neither the Seller, the Master Servicer nor
the Trust Administrator is under any obligation to register the Class
[A-PO][B-4][B-5][B-6] Certificates or make an exemption available. In the event
that such a transfer is to be made in reliance upon an exemption from the Act or
applicable state securities laws, (i) the Trust Administrator shall require, in
order to assure compliance with such laws, that the Certificateholder's
prospective transferee certify to the Seller and the Trust Administrator as to
the factual basis for the registration or qualification exemption relied upon,
and (ii) unless the transferee is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act, the Trust Administrator or the Seller may, if
such transfer is made within three years from the later of (a) the Closing Date
or (b) the last date on which the Seller or any affiliate thereof was a holder
of the Certificates proposed to be transferred, require an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the Trust
Administrator, the Master Servicer or the Seller. Any such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Trust Administrator, the Master Servicer, any Paying Agent acting
on behalf of the Trust Administrator and the Seller against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.
(b)______No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Seller and the Trust Administrator with a
Transferee's Letter, substantially in the form of this Agreement.
(c)______The Purchaser acknowledges that its Class [A-PO][B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: ______________________________
Its: ______________________________
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-11
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 1999-11, 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 April 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 1999-11.
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
First Union Mortgage Corporation Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
Bank United Servicing Agreement
Marine Midland Mortgage Corporation Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
NOVUS Financial Corporation Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
National City Mortgage Company Servicing Agreement
FT Mortgage Companies Servicing Agreement
Hibernia National Bank Servicing Agreement
HomeSide Lending Servicing Agreement
Plymouth Savings Bank Servicing Agreement
Cascade Bank Servicing Agreement
Farmers State Bank & Trust Company of Superior Servicing Agreement
Bank of Oklahoma, N.A. 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 1999-11, Class ____ (the
"Class B Certificates"). The Class B Certificates were issued pursuant to a
Pooling and Servicing Agreement dated as of April 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
D-1 by Duff & Phelps Credit Rating Co. ("DCR") 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 DCR 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 D-1 by DCR or
A-1 by S&P or (z) the depository institution or trust company is one that is
acceptable to either DCR 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 1999-11. Amounts held in the Collateral Fund shall continue to be the
property of the Purchaser, subject to the first priority security interest
granted hereunder for the benefit of the Certificateholders, until withdrawn
from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The Collateral
Fund shall be an "outside reserve fund" within the meaning of the REMIC
Provisions, beneficially owned by the Purchaser for federal income tax purposes.
All income, gain, deduction or loss with respect to the Collateral Fund shall be
that of the Purchaser. All distributions from the Trust Fund to the Collateral
Fund shall be treated as distributed to the Purchaser as the beneficial owner
thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage Loans
as to which the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute or cause to be distributed to the Purchaser all amounts remaining in
the Collateral Fund (after adjustment for all deposits and permitted withdrawals
pursuant to this Agreement) together with any investment earnings thereon. In
the event the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose, prior to any distribution to the Purchaser of all amounts
remaining in the Collateral Fund, funds in the Collateral Fund shall be applied
consistent with the terms of this Agreement.
Section 3.02 COLLATERAL FUND PERMITTED INVESTMENTS.
The Company shall, at the written direction of the Purchaser, invest the funds
in the Collateral Fund in Collateral Fund Permitted Investments. Such direction
shall not be changed more frequently than quarterly. In the absence of any
direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest earned
on deposits in the Collateral Fund (net of any losses on such investments) and
any payments of principal made in respect of any Collateral Fund Permitted
Investment shall be deposited in the Collateral Fund upon receipt. All costs and
realized losses associated with the purchase and sale of Collateral Fund
Permitted Investments shall be borne by the Purchaser and the amount of net
realized losses shall be deposited by the Purchaser in the Collateral Fund
promptly upon realization. The Company shall periodically (but not more
frequently than monthly) distribute to the Purchaser upon request an amount of
cash, to the extent cash is available therefore in the Collateral Fund, equal to
the amount by which the balance of the Collateral Fund, after giving effect to
all other distributions to be made from the Collateral Fund on such date,
exceeds the Required Collateral Fund Balance. Any amounts so distributed shall
be released from the lien and security interest of this Agreement.
Section 3.03 GRANT OF SECURITY INTEREST.
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 COLLATERAL SHORTFALLS.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 AMENDMENT.
This Agreement may be amended from time to time by the Company and the Purchaser
by written agreement signed by the Company and the Purchaser.
Section 4.02 COUNTERPARTS.
This Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.03 GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State of
New York and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.
Section 4.04 NOTICES.
All demands, notices and direction hereunder shall be in writing or by telecopy
and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) bin the case of the Purchaser,
Attention:
Section 4.05 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 SUCCESSORS AND ASSIGNS.
The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such
provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07 ARTICLE AND SECTION HEADINGS.
The article and section headings herein are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
Section 4.08 CONFIDENTIALITY.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director, employee,
affiliate or independent contractor acting at such party's direction will
disclose the terms of Section 4.09 of this Agreement to any person or entity
other than such party's legal counsel except pursuant to a final, non-appealable
order of court, the pendency of such order the other party will have received
notice of at least five business days prior to the date thereof, or pursuant to
the other party's prior express written consent.
Section 4.09 INDEMNIFICATION.
The Purchaser agrees to indemnify and hold harmless the Company, the Seller, and
each Servicer and each person who controls the Company, the Seller, or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all as of
the day and year first above written.
Norwest Bank Minnesota, National
Association
By:_________________________________________
Name:_______________________________________
Title: ____________________________________
By:_________________________________________
Name:_______________________________________
Title: ____________________________________
