SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 29, 1999
(Date of earliest event reported)
Commission File No. 333-17801
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
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Delaware Applied For
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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) 846-8200
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On March 29, 1999, Norwest Integrated Structured Assets, Inc.,
a Delaware corporation (the "Registrant"), sold Mortgage Asset-Backed
Pass-Through Certificates, Series 1999-1, Class I-A-1, Class I-A-2, Class I-A-3,
Class I-A-4, Class I-A-R, Class II-A-1, Class B-1, Class B-2 and Class B-3 (the
"Offered Certificates"), having an aggregate original principal balance of
$219,746,547. The Offered Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of March 29, 1999, among the Registrant, Norwest
Bank Minnesota, National Association, as master servicer (the "Master Servicer"
or "Norwest Bank") and First Union National Bank, as trustee (the "Agreement"),
a copy of which is filed as an exhibit hereto. Mortgage Asset-Backed
Pass-Through Certificates, Series 1999-1, Class I-A-PO Certificates, having an
aggregate initial principal balance of $56,678.60, Class II-A-PO Certificates,
having an aggregate initial principal balance of $48,519.13, and Class B-4,
Class B-5 and Class B-6 Certificates, having an aggregate initial principal
balance of $2,445,831.16 (the "Private Class B Certificates" and, together with
the Class I-A-PO Certificates, Class II-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 98.85% 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
I-A-PO, Class II-A-PO and Private Class B Certificates distributions on which
are subordinated to distributions on the Offered Certificates and the Class
I-A-PO and Class II-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
Amounts are sufficient therefor.
An election will be made to treat the Trust Estate as a REMIC
for federal income tax purposes (the "REMIC"). The Class I-A-1, Class I-A-2,
Class I-A-3, Class I-A-4, Class I-A-PO, Class II-A-1, Class II-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 I-A-R Certificate will
be treated as the "residual interest" in the REMIC.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Item 601(a) of
Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing
Agreement, dated as of
March 29, 1999, among
Norwest Integrated
Structured Assets, Inc.,
Norwest Bank Minnesota,
National Association and
First Union National
Bank, as trustee.
<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 INTEGRATED STRUCTURED ASSETS, INC.
March 29, 1999
-----------------------------------
Alan S. McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
PAPER (P) OR
EXHIBIT NO. DESCRIPTION ELECTRONIC (E)
(EX-4) Pooling and Servicing Agreement, dated as of E
March 29, 1999 among Norwest Integrated
Structured Assets, Inc., Norwest Bank Minnesota,
National Association and First Union National
Bank, as trustee.
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NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of March 29, 1999
$222,297,575.89
Mortgage Asset-Backed Pass-Through Certificates
Series 1999-1
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions...................................................
Section 1.02 Acts of Holders...............................................
Section 1.03 Effect of Headings and Table of Contents......................
Section 1.04 Benefits of Agreement.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by Trustee.........................................
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller...................................................
Section 2.04 Execution and Delivery of Certificates........................
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date............................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account...........................................
Section 3.02 Permitted Withdrawals from the Certificate Account............
Section 3.03 Advances by Master Servicer and Trustee.......................
Section 3.04 Trustee to Cooperate;
Release of Owner Mortgage Loan Files.........................
Section 3.05 Reports to the Trustee; Annual Compliance Statements..........
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan.........................................................
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions..........................
Section 3.08 Oversight of Servicing........................................
Section 3.09 Termination and Substitution of Servicing Agreements..........
Section 3.10 Application of Net Liquidation Proceeds.......................
Section 3.11 Act Reports...................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.................................................
Section 4.02 Allocation of Realized Losses.................................
Section 4.03 Paying Agent..................................................
Section 4.04 Statements to Certificateholders;
Report to the Trustee and the Seller.........................
Section 4.05 Reports to Mortgagors and the Internal Revenue Service........
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer...............................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates..............................................
Section 5.02 Registration of Certificates..................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.04 Persons Deemed Owners.........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses.....
Section 5.06 Maintenance of Office or Agency...............................
Section 5.07 Definitive Certificates.......................................
Section 5.08 Notices to Clearing Agency....................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer...............
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer.....................................................
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others..........................................
Section 6.04 Resignation of the Master Servicer............................
Section 6.05 Compensation to the Master Servicer...........................
Section 6.06 Assignment or Delegation of Duties by Master Servicer.........
Section 6.07 Indemnification of Trustee and Seller by Master Servicer......
Section 6.08 Master Servicer Covenants Concerning Year 2000 Compliance.....
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.............................................
Section 7.02 Other Remedies of Trustee.....................................
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default....................
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default....................
Section 7.05 Trustee to Act; Appointment of Successor......................
Section 7.06 Notification to Certificateholders............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.............................................
Section 8.02 Certain Matters Affecting the Trustee.........................
Section 8.03 Trustee Not Required to Make Investigation....................
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.........
Section 8.05 Trustee May Own Certificates..................................
Section 8.06 The Master Servicer to Pay Fees and Expenses..................
Section 8.07 Eligibility Requirements......................................
Section 8.08 Resignation and Removal.......................................
Section 8.09 Successor.....................................................
Section 8.10 Merger or Consolidation.......................................
Section 8.11 Authenticating Agent..........................................
Section 8.12 Separate Trustees and Co-Trustees.............................
Section 8.13 Appointment of Custodians.....................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions.................
Section 8.15 Monthly Advances..............................................
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance.............
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans..................
Section 9.02 Additional Termination Requirements...........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment.....................................................
Section 10.02 Recordation of Agreement......................................
Section 10.03 Limitation on Rights of Certificateholders....................
Section 10.04 Governing Law; Jurisdiction...................................
Section 10.05 Notices.......................................................
Section 10.06 Severability of Provisions....................................
Section 10.07 Special Notices to Rating Agencies............................
Section 10.08 Covenant of Seller............................................
Section 10.09 Recharacterization............................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off Date..................................................
Section 11.02 Cut-Off Date Aggregate Principal Balance......................
Section 11.03 Original Group I-A Percentage.................................
Section 11.04 Original Group II-A Percentage................................
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates.................................................
Section 11.06 Original Aggregate Non-PO Principal Balance...................
Section 11.07 Original Aggregate Subordinate Percentage.....................
Section 11.08 Original Class B Principal Balance............................
Section 11.09 Original Group I Subordinated Principal Balance...............
Section 11.10 Original Group II Subordinated Principal Balance..............
Section 11.11 Original Principal Balances of the Classes of Class B
Certificates.................................................
Section 11.12 Original Class B-1 Fractional Interest........................
Section 11.13 Original Class B-2 Fractional Interest........................
Section 11.14 Original Class B-3 Fractional Interest........................
Section 11.15 Original Class B-4 Fractional Interest........................
Section 11.16 Original Class B-5 Fractional Interest........................
Section 11.17 Closing Date..................................................
Section 11.18 Right to Purchase.............................................
Section 11.19 Wire Transfer Eligibility.....................................
Section 11.20 Single Certificate............................................
Section 11.21 Servicing Fee Rate............................................
Section 11.22 Master Servicing Fee Rate.....................................
<PAGE>
EXHIBITS
EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-2 - Form of Face of Class I-A-2 Certificate
EXHIBIT A-I-A-3 - Form of Face of Class I-A-3 Certificate
EXHIBIT A-I-A-4 - Form of Face of Class I-A-4 Certificate
EXHIBIT A-I-A-PO - Form of Face of Class I-A-PO Certificate
EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate
EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT A-II-A-PO - Form of Face of Class II-A-PO 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 1999-1 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1A - Schedule of Group I Mortgage Loans Serviced by Norwest
Mortgage from locations other than Frederick, Maryland
EXHIBIT F-1B - Schedule of Group II Mortgage Loans Serviced by Norwest
Mortgage from locations other than Frederick, Maryland
EXHIBIT F-2A - Schedule of Group I Mortgage Loans Serviced by Norwest
Mortgage in Frederick, Maryland
EXHIBIT F-2B - Schedule of Group II Mortgage Loans Serviced by Norwest
Mortgage in Frederick, Maryland
EXHIBIT F-3A - Schedule of Group I Mortgage Loans Serviced by Other
Servicers
EXHIBIT F-3B - Schedule of Group II 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 [I-A-PO] [II-A-PO][B-4] [B-5]
[B-6] Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of March 29,
1999 executed by NORWEST INTEGRATED STRUCTURED ASSETS, INC., as Seller, NORWEST
BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, and FIRST UNION
NATIONAL BANK, as Trustee.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained,
the Seller, the Master Servicer and the Trustee 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 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 Aggregate 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 Aggregate 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 ADJUSTED POOL AMOUNT: With respect to any
Distribution Date, the sum of the Group I Adjusted Pool Amount and Group II
Adjusted Pool Amount.
AGGREGATE CLASS A PRINCIPAL BALANCE: With respect to any
Determination Date, the sum of the Group I-A Principal Balance and Group II-A
Principal Balance.
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 GROUP I FORECLOSURE PROFITS: As to any Distribution
Date, the aggregate amount of Foreclosure Profits with respect to all of the
Group I Mortgage Loans.
AGGREGATE GROUP II FORECLOSURE PROFITS: As to any Distribution
Date, the aggregate amount of Foreclosure Profits with respect to all of the
Group II Mortgage Loans.
AGGREGATE GROUP I-A DISTRIBUTION AMOUNT: As to any
Distribution Date, the aggregate amount distributable to the Group I-A
Certificates pursuant to Clause (i) Paragraphs first, second, third and fourth
of Section 4.01(a) on such Distribution Date.
AGGREGATE GROUP I-A UNPAID INTEREST SHORTFALL: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group I-A Certificates.
AGGREGATE GROUP II-A DISTRIBUTION AMOUNT: As to any
Distribution Date, the aggregate amount distributable to the Group II-A
Certificates pursuant to Clause (i) Paragraphs first, second, third and fourth
of Section 4.01(a) on such Distribution Date.
AGGREGATE GROUP II-A UNPAID INTEREST SHORTFALL: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group II-A Certificates.
AGGREGATE NON-PO PRINCIPAL BALANCE: As of any Determination
Date, the sum of the Class I-A Non-PO Principal Balance, the Class II-A Non-PO
Principal Balance and the Class B Principal Balance as of such date.
AGGREGATE SUBORDINATE PERCENTAGE: As to any Determination
Date, the Class B Principal Balance divided by the sum of the Group I Pool
Balance (Non-PO Portion) and the Group II Pool Balance (Non-PO Portion).
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.
APPORTIONED CLASS B PRINCIPAL DISTRIBUTION AMOUNT: As to any
Distribution Date and any Class of Class B Certificates, the product of (i) the
applicable Class B Principal Distribution Amount less the amount, if any, that
would have been distributable to such Class pursuant to Section 4.01(a)(ii) that
is used to pay the Class I-A-PO Deferred Amount and Class II-A-PO Deferred
Amount as provided in Clause (i) Paragraph fourth of Section 4.01(a) and (ii)
the Apportionment Fraction for such Class.
APPORTIONED INTEREST ACCRUAL AMOUNT: As to any Distribution
Date and either of the Group I Apportioned Principal Balance or Group II
Apportioned Principal Balance of a Class of Class B Certificates, an amount
equal to the product of (i) 1/12th of the Class B Pass-Through Rate and (ii)
such Group I Apportioned Principal Balance or Group II Apportioned Principal
Balance as of the Determination Date preceding such Distribution Date
APPORTIONMENT FRACTION: As to any Class of Class B
Certificates and (i) any Distribution Date occurring prior to the Cross-Over
Date and after the Principal Balance of each Class of Group I-A Certificates
(other than the Class I-A-PO Certificates) has been reduced to zero, a fraction,
the numerator of which is the Class B Loan Group I Optimal Principal Amount for
such Class and the denominator of which is the applicable Class B Optimal
Principal Amount without regard to the proviso thereto or (ii) any Distribution
Date occurring prior to the Cross-Over Date and after the Principal Balance of
each Class of Group II-A Certificates (other than the Class II-A-PO
Certificates) has been reduced to zero, a fraction, the numerator of which is
the Class B Loan Group II Optimal Principal Amount for such Class and the
denominator of which is the applicable Class B Optimal Principal Amount without
regard to the proviso thereto.
AUTHENTICATING AGENT: Any authenticating agent appointed by
the Trustee 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 Trustee in writing
that such Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by such Servicer
without giving effect to any Debt Service Reduction.
BANKRUPTCY LOSS AMOUNT: As of any Distribution Date prior to
the first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,00.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
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 I-A-1
Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4
Certificates and Class II-A-1 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 Trustee.
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 I-A-1 CERTIFICATE: Any one of the Certificates executed
by the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-1 and Exhibit C hereto.
CLASS I-A-1 CERTIFICATEHOLDER: The registered holder of a
Class I-A-1 Certificate.
CLASS I-A-2 CERTIFICATE: Any one of the Certificates executed
by the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-2 and Exhibit C hereto.
CLASS I-A-2 CERTIFICATEHOLDER: The registered holder of a
Class I-A-2 Certificate.
CLASS I-A-3 CERTIFICATE: Any one of the Certificates executed
by the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-3 and Exhibit C hereto.
CLASS I-A-3 CERTIFICATEHOLDER: The registered holder of a
Class I-A-3 Certificate.
CLASS I-A-4 CERTIFICATE: Any one of the Certificates executed
by the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-4 and Exhibit C hereto.
CLASS I-A-4 CERTIFICATEHOLDER: The registered holder of a
Class I-A-4 Certificate.
CLASS I-A-PO CERTIFICATE: Any one of the Certificates executed
by the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-PO and Exhibit C hereto.
CLASS I-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 I-A-PO Optimal Principal Amounts for the Class I-A-PO
Certificate for all prior Distribution Dates exceeded the amounts distributed on
the Class I-A-PO Certificates on such prior Distribution Dates pursuant to
Clause (i) Paragraph third Clause (A) of Section 4.01(a) and (y) the sum of the
product for each Group I 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
Group I 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 I-A-PO Certificates on prior Distribution Dates
pursuant to Clause (i) Paragraph fourth of Section 4.01(a). On and after the
Cross-Over Date, the Class I-A-PO Deferred Amount will be zero. No interest will
accrue on any Class I-A-PO Deferred Amount.
CLASS I-A-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution
Date, an amount equal to the sum as to each Group I Mortgage Loan that is an
Outstanding Mortgage Loan, of the product of (x) the PO Fraction with respect to
such Group I 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
Group I 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 Group I Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by
a Servicer with respect to such Group I 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 Group I 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 excess of the unpaid principal balance of such Group
I Mortgage Loan substituted for a defective Group I Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Group I
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 Trustee in respect of such
defective Group I Mortgage Loan.
CLASS I-A-R CERTIFICATE: The Certificate executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-R and Exhibit C hereto.
CLASS I-A-R CERTIFICATEHOLDER: The registered holder of the
Class I-A-R Certificate.
CLASS II-A-1 CERTIFICATE: Any one of the Certificates executed
by the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-1 and Exhibit C hereto.
CLASS II-A-1 CERTIFICATEHOLDER: The registered holder of a
Class II-A-1 Certificate.
CLASS II-A-PO CERTIFICATE: Any one of the Certificates
executed by the Trustee and authenticated by the Trustee or the Authenticating
Agent in substantially the form set forth in Exhibit A-II-A-PO and Exhibit C
hereto.
CLASS II-A-PO CERTIFICATEHOLDER: The registered holder of a
Class II-A-PO Certificate.
CLASS II-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 II-A-PO Optimal Principal Amounts for the Class
II-A-PO Certificates for all prior Distribution Dates exceeded the amounts
distributed on the Class II-A-PO Certificates on such prior Distribution Dates
pursuant to Clause (i) Paragraph third Clause (B) of Section 4.01(a) and (y) the
sum of the product for each Group II 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 Group II 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 II-A-PO Certificates on prior
Distribution Dates pursuant to Clause (i) Paragraph fourth of Section 4.01(a).
On and after the Cross-Over Date, the Class II-A-PO Deferred Amount will be
zero. No interest will accrue on any Class II-A-PO Deferred Amount.
CLASS II-A-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution
Date, an amount equal to the sum as to each Group II Mortgage Loan that is an
Outstanding Mortgage Loan, of the product of (x) the PO Fraction with respect to
such Group II 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
Group II 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 Group II Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by
a Servicer with respect to such Group II 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 Group II
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 excess of the unpaid principal balance of such Group
II Mortgage Loan substituted for a defective Group II Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Group II
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 Trustee in respect of such
defective Group II Mortgage Loan.
CLASS A CERTIFICATE: Any of the Group I-A Certificates or
Group II-A Certificates.
CLASS A CERTIFICATEHOLDER: The registered holder of a Class A
Certificate.
CLASS A INTEREST ACCRUAL AMOUNT: As to any Distribution Date,
the sum of the Interest Accrual Amounts for the Classes of Class A Certificates
with respect to such Distribution Date.
CLASS A INTEREST PERCENTAGE: As to any Distribution Date and
any Class of Class A Certificates (other than the Class I-A-PO and Class II-A-PO
Certificates), the percentage calculated by dividing the Interest Accrual Amount
of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class A Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
CLASS A PASS-THROUGH RATE: As to the Class I-A-1, Class I-A-2,
Class I-A-3, Class I-A-4, Class I-A-R and Class II-A-1 Certificates, 6.500% per
annum. The Class I-A-PO and Class II-A-PO Certificates are not entitled to
interest and do not have Class A Pass-Through Rates.
CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date
and Class of Class A Certificates, the amount, if any, by which the aggregate of
the Group I-A Interest Shortfall Amounts or Group II-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
Clause (i) Paragraph second of Section 4.01(a).
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 LOAN GROUP I OPTIMAL PRINCIPAL AMOUNT: Any of the
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group I
Optimal Principal Amounts.
CLASS B LOAN GROUP II OPTIMAL PRINCIPAL AMOUNT: Any of the
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group II
Optimal Principal Amounts.
CLASS B LOSS PERCENTAGE: As to any Determination Date and any
Class of Class B Certificates then outstanding, the percentage calculated by
dividing the Principal Balance of such Class B by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
CLASS B OPTIMAL PRINCIPAL AMOUNT: Any of the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.
CLASS B PASS-THROUGH RATE: As to any Distribution Date, 6.500%
per annum.
CLASS B 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 PRINCIPAL DISTRIBUTION AMOUNT: Any of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Principal Distribution
Amounts.
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 Trustee and authenticated by the Trustee 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 Clause (ii) Paragraphs first, second and third 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 Clause (ii) Paragraph first of Section 4.01(a).
CLASS B-1 LOAN GROUP I OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group I 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 Group I 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 Group I 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 Group I 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 Trustee in respect of
such defective Mortgage Loan.
CLASS B-1 LOAN GROUP II OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II 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 Group II 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 Group II 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 Group II 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 Trustee in respect of
such defective Mortgage Loan.
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 Group I Class B-1 Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-1 Percentage (with
respect to each such Group II Mortgage Loan) 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 Group I Class B-1 Prepayment Percentage (with respect
to each such Group I Mortgage Loan) or Group II Class B-1 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) 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 Group I Class B-1 Prepayment Percentage (with
respect to each such Group I Mortgage Loan) or Group II Class B-1
Prepayment Percentage (with respect to each such Group II Mortgage
Loan) 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 Group I Class B-1 Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-1 Percentage (with
respect to each such Group II Mortgage Loan) 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 Trustee 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 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 Clause (ii)
Paragraph third 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 Aggregate
Adjusted Pool Amount as of the preceding Distribution Date less the Aggregate
Class A Principal Balance as of such Determination Date.
CLASS B-1 PRINCIPAL DISTRIBUTION AMOUNT: As to any
Distribution Date, any amount distributable to the Holders of the Class B-1
Certificates pursuant to Clause (ii) Paragraph third of Section 4.01(a).
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 Clause (ii) Paragraph second of Section 4.01(a).
CLASS B-2 CERTIFICATE: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee 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 Clause (ii) Paragraphs fourth, fifth and sixth 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 Clause (ii) Paragraph fourth of Section 4.01(a).
CLASS B-2 LOAN GROUP I OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group I 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 Group I 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 Group I 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 Group I 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 Trustee in respect of
such defective Mortgage Loan.
CLASS B-2 LOAN GROUP II OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II 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 Group II 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 Group II 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 Group II 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 Trustee in respect of
such defective Mortgage Loan.
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 Group I Class B-2 Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-2 Percentage (with
respect to each such Group II Mortgage Loan) 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 Group I Class B-2 Prepayment Percentage (with respect
to each such Group I Mortgage Loan) or Group II Class B-2 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) 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 Group I Class B-2 Prepayment Percentage (with
respect to each such Group I Mortgage Loan) or Group II Class B-2
Prepayment Percentage (with respect to each such Group II Mortgage
Loan) 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 Group I Class B-2 Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-2 Percentage (with
respect to each such Group II Mortgage Loan) 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 Trustee 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 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 Clause (ii)
Paragraph sixth 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 Aggregate
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Aggregate Class A Principal Balance and the Class B-1 Principal Balance as of
such Determination Date.
CLASS B-2 PRINCIPAL DISTRIBUTION AMOUNT: As to any
Distribution Date, any amount distributable to the Holders of the Class B-2
Certificates pursuant to Clause (ii) Paragraph sixth of Section 4.01(a).
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 Clause (ii) Paragraph fifth of Section 4.01(a).
CLASS B-3 CERTIFICATE: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee 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 Clause (ii) Paragraphs seventh, eighth and ninth 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 Clause (ii) Paragraph seventh of Section 4.01(a).
CLASS B-3 LOAN GROUP I OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group I 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 Group I 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 Group I 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 Group I 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 Trustee in respect of
such defective Mortgage Loan.
CLASS B-3 LOAN GROUP II OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II 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 Group II 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 Group II 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 Group II 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 Trustee in respect of
such defective Mortgage Loan.
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 Group I Class B-3 Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-3 Percentage (with
respect to each such Group II Mortgage Loan) 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 Group I Class B-3 Prepayment Percentage (with respect
to each such Group I Mortgage Loan) or Group II Class B-3 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) 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 Group I Class B-3 Prepayment Percentage (with
respect to each such Group I Mortgage Loan) or Group II Class B-3
Prepayment Percentage (with respect to each such Group II Mortgage
Loan) 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 Group I Class B-3 Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-3 Percentage (with
respect to each such Group II Mortgage Loan) 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 Trustee 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 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 Clause (ii)
Paragraph ninth 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 Aggregate
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Aggregate 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 PRINCIPAL DISTRIBUTION AMOUNT: As to any
Distribution Date, any amount distributable to the Holders of the Class B-3
Certificates pursuant to Clause (ii) Paragraph ninth of Section 4.01(a).
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 Clause (ii) Paragraph eighth of Section 4.01(a).
CLASS B-4 CERTIFICATE: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee 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 Clause (ii) Paragraphs tenth, eleventh, and twelfth 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 Clause (ii) Paragraph tenth of Section 4.01(a).
CLASS B-4 LOAN GROUP I OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group I 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 Group I 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 Group I 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 Group I 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 Trustee in respect of
such defective Mortgage Loan.
CLASS B-4 LOAN GROUP II OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II 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 Group II 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 Group II 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 Group II 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 Trustee in respect of
such defective Mortgage Loan.
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 Group I Class B-4 Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-4 Percentage (with
respect to each such Group II Mortgage Loan) 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 Group I Class B-4 Prepayment Percentage (with respect
to each such Group I Mortgage Loan) or Group II Class B-4 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) 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 Group I Class B-4 Prepayment Percentage (with
respect to each such Group I Mortgage Loan) or Group II Class B-4
Prepayment Percentage (with respect to each such Group II Mortgage
Loan) 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 Group I Class B-4 Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-4 Percentage (with
respect to each such Group II Mortgage Loan) 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 Trustee 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 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 Clause (ii)
Paragraph twelfth 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 Aggregate
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Aggregate 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 PRINCIPAL DISTRIBUTION AMOUNT: As to any
Distribution Date, any amount distributable to the Holders of the Class B-4
Certificates pursuant to Clause (ii) Paragraph twelfth of Section 4.01(a).
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 Clause (ii) Paragraph eleventh of Section 4.01(a).
CLASS B-5 CERTIFICATE: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee 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 Clause (ii) Paragraphs thirteenth, fourteenth, and fifteenth 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 Clause (ii) Paragraph thirteenth of Section 4.01(a).
CLASS B-5 LOAN GROUP I OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group I 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 Group I 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 Group I 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 Group I 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 Trustee in respect of
such defective Mortgage Loan.
CLASS B-5 LOAN GROUP II OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II 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 Group II 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 Group II 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 Group II 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 Trustee in respect of
such defective Mortgage Loan.
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 Group I Class B-5 Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-5 Percentage (with
respect to each such Group II Mortgage Loan) 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 Group I Class B-5 Prepayment Percentage (with respect
to each such Group I Mortgage Loan) or Group II Class B-5 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) 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 Group I Class B-5 Prepayment Percentage (with
respect to each such Group I Mortgage Loan) or Group II Class B-5
Prepayment Percentage (with respect to each such Group II Mortgage
Loan) 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 Group I Class B-5 Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-5 Percentage (with
respect to each such Group II Mortgage Loan) 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 Trustee 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 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 Clause (ii)
Paragraph fifteenth 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 Aggregate
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Aggregate 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 PRINCIPAL DISTRIBUTION AMOUNT: As to any
Distribution Date, any amount distributable to the Holders of the Class B-5
Certificates pursuant to Clause (ii) Paragraph fifteenth of Section 4.01(a).
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 Clause (ii) Paragraph fourteenth of Section 4.01(a).
CLASS B-6 CERTIFICATE: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee 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 Clause (ii) Paragraphs sixteenth, seventeenth and eighteenth 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 Clause (ii) Paragraph sixteenth of Section 4.01(a).
CLASS B-6 LOAN GROUP I OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group I 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 Group I 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 Group I 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 Group I 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 Trustee in respect of
such defective Mortgage Loan.
CLASS B-6 LOAN GROUP II OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II 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 Group II 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 Group II 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 Group II 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 Trustee in respect of
such defective Mortgage Loan.
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 Group I Class B-6 Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-6 Percentage (with
respect to each such Group II Mortgage Loan) 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 Group I Class B-6 Prepayment Percentage (with respect
to each such Group I Mortgage Loan) or Group II Class B-6 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) 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 Group I Class B-6 Prepayment Percentage (with
respect to each such Group I Mortgage Loan) or Group II Class B-6
Prepayment Percentage (with respect to each such Group II Mortgage
Loan) 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 Group I Class B-6 Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-6 Percentage (with
respect to each such Group II Mortgage Loan) 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 Trustee 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 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 Clause (ii) Paragraph
eighteenth 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 Aggregate Adjusted Pool Amount as of the preceding Distribution Date
less the Aggregate 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 PRINCIPAL DISTRIBUTION AMOUNT: As to any
Distribution Date, any amount distributable to the Holders of the Class B-6
Certificates pursuant to Clause (ii) Paragraph eighteenth of Section 4.01(a).
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 Clause (ii) Paragraph seventeenth 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 11.18.
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 Trustee,
at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this instrument is
located at 230 South Tryon Street, Charlotte, North Carolina 28288.
CROSS-OVER DATE: The Distribution Date preceding the first
Distribution Date on which each of the Group I-A Percentage and Group II-A
Percentage (in each case, 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 GROUP I-A INTEREST DISTRIBUTION AMOUNT: As to any
Distribution Date, the amount distributed in respect of the Classes of Group I-A
Certificates pursuant to Clause (i) Paragraph first Clause (A) of Section
4.01(a) on such Distribution Date.
CURRENT GROUP II-A INTEREST DISTRIBUTION AMOUNT: As to any
Distribution Date, the amount distributed in respect of the Classes of Group
II-A Certificates pursuant to Clause (i) Paragraph first Clause (B) 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 Clause (ii) Paragraphs first, fourth, seventh, tenth,
thirteenth and sixteenth 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 Aggregate Non-PO 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 Aggregate Non-PO 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 Aggregate Non-PO 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 Aggregate Non-PO 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 Aggregate
Non-PO 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 Trustee, 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 Trustee, and thereafter the
Custodian, if any, hereafter appointed by the Trustee pursuant to Section 8.13,
or its successor in interest under the Custodial Agreement. The Custodian may
(but need not) be the Trustee or any Person directly or indirectly controlling
or controlled by or under common control of the Trustee. 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 11.01.
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
11.02.
CUT-OFF DATE PRINCIPAL BALANCE: As to each Mortgage Loan, its
unpaid principal balance as of the close of business on the Cut-Off Date (but
without giving effect to any Unscheduled Principal Receipts received or applied
on the Cut-Off Date), reduced by all payments of principal due on or before the
Cut-Off Date and not paid, and increased by scheduled monthly payments of
principal due after the Cut-Off Date but received by the related Servicer on or
before the Cut-Off Date.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then-outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that results in a permanent forgiveness of principal,
which valuation or reduction results from a proceeding under the Bankruptcy
Code.
DEFINITIVE CERTIFICATES: As defined in Section 5.01(b).
DENOMINATION: The amount, if any, specified on the face of
each Certificate representing the principal portion of the Cut-Off Date
Aggregate Principal Balance evidenced by such Certificate.
DETERMINATION DATE: The 17th day of the month in which the
related Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
DISCOUNT MORTGAGE LOAN: A Group I Discount Mortgage Loan or
Group II Discount Mortgage Loan.
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 Trustee, such that the Trustee, 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-1A MORTGAGE LOAN: Any of the Mortgage Loans
identified in Exhibit F-1A hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Section 2.02, which Mortgage
Loan is serviced under the Norwest Servicing Agreement.
EXHIBIT F-1B MORTGAGE LOAN: Any of the Mortgage Loans
identified in Exhibit F-1B hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Section 2.02, which Mortgage
Loan is serviced under the Norwest Servicing Agreement.
EXHIBIT F-2A MORTGAGE LOAN: Any of the Mortgage Loans
identified in Exhibit F-2A hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Section 2.02, which Mortgage
Loan is serviced under the Norwest Servicing Agreement.
EXHIBIT F-2B MORTGAGE LOAN: Any of the Mortgage Loans
identified in Exhibit F-2B hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Section 2.02, which Mortgage
Loan is serviced under the Norwest Servicing Agreement.
EXHIBIT F-3A MORTGAGE LOAN: Any of the Mortgage Loans
identified in Exhibit F-3A 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.
EXHIBIT F-3B MORTGAGE LOAN: Any of the Mortgage Loans
identified in Exhibit F-3B 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 each Class of Group I-A Certificates and Class B Certificates is April
25, 2029, which corresponds to the "latest possible maturity date" for purposes
of Section 860G(a)(1) of the Internal Revenue Code of 1986, as amended. The
Final Scheduled Maturity Date for each Class of Group II-A Certificates is April
25, 2014.
FITCH: Fitch IBCA, Inc., or its successors in interest.
FIXED RETAINED YIELD: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.500%,
(b) the Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
FIXED RETAINED YIELD RATE: With respect to each Mortgage Loan,
a per annum rate equal to the greater of (a) zero and (b) the Mortgage Interest
Rate on such Mortgage Loan minus the sum of (i) 6.500%, (ii) the Servicing Fee
Rate and (iii) the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
FORECLOSURE PROFITS: As to any Distribution Date, the excess,
if any, of (i) Net Liquidation Proceeds in respect of each Mortgage Loan that
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date over (ii) the sum of the unpaid principal balance of each such Liquidated
Loan plus accrued and unpaid interest at the applicable Mortgage Interest Rate
on the unpaid principal balance thereof from the Due Date to which interest was
last paid by the Mortgagor (or, in the case of a Liquidated Loan that had been
an REO Mortgage Loan, from the Due Date to which interest was last deemed to
have been paid) to the first day of the month in which such Distribution Date
occurs.
FRAUD LOSS: A Liquidated Loan Loss as to which there was fraud
in the origination of such Mortgage Loan.
FRAUD LOSS AMOUNT: As of any Distribution Date after the
Cut-Off Date an amount equal to: (X) prior to the first anniversary of the
Cut-Off Date an amount equal to $4,445,951.52 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.
GROUP I ADJUSTED POOL AMOUNT: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the Group I
Mortgage Loans minus the sum of (i) all amounts in respect of principal received
in respect of the Group I 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 such Mortgage Loans from the Cut-Off Date through the
end of the month preceding such Distribution Date.
GROUP I 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 that are Group I Mortgage Loans: the product
of (i) the PO Fraction for each such Group I 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 Group I 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 Group I Mortgage Loan from the Cut-Off Date through the end of the month
preceding such Distribution Date.
GROUP I APPORTIONED INTEREST PERCENTAGE: As to any
Distribution Date and any Class of Group I-A Certificates or Class B
Certificates, the percentage calculated by dividing (a) in the case of a Class
of Group I-A Certificates, the Interest Accrual Amount and in the case of a
Class of Class B Certificates, the Apportioned Interest Accrual Amount for the
Group I Apportioned Principal Balance of such Class by (b) the Group I Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Interest Accrual Amount).
GROUP I APPORTIONED PRINCIPAL BALANCE: As to any Distribution
Date and any Class of Class B Certificates, an amount equal to the product of
(i) the Principal Balance of the Class of Class B Certificates and (ii) a
fraction, the numerator of which is the Group I Subordinate Amount and the
denominator of which is the sum of the Group I Subordinate Amount and the Group
II Subordinate Amount.
GROUP I CLASS B PERCENTAGE: Any one of the Group I Class B-1
Percentage, Group I Class B-2 Percentage, Group I Class B-3 Percentage, Group I
Class B-4 Percentage, Group I Class B-5 Percentage or Group I Class B-6
Percentage.
GROUP I CLASS B PREPAYMENT PERCENTAGE: Any of the Group I
Class B-1 Prepayment Percentage, Group I Class B-2 Prepayment Percentage, Group
I Class B-3 Prepayment Percentage, Group I Class B-4 Prepayment Percentage,
Group I Class B-5 Prepayment Percentage or Group I Class B-6 Prepayment
Percentage.
GROUP I CLASS B-1 PERCENTAGE: As to any Distribution Date, the
percentage calculated by multiplying the Group I 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.
GROUP I CLASS B-1 PREPAYMENT PERCENTAGE: As to any
Distribution Date, the percentage calculated by multiplying the Group I
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.
GROUP I CLASS B-2 PERCENTAGE: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I 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 Group I Class B-2 Percentage for such Distribution Date will be
zero.
GROUP I 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 Group I 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 Group I Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
GROUP I CLASS B-3 PERCENTAGE: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I 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 Group I Class B-3 Percentage for such Distribution Date will be
zero.
GROUP I 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 Group I 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 Group I Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
GROUP I CLASS B-4 PERCENTAGE: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I 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 Group I Class B-4 Percentage for such Distribution Date will be
zero.
GROUP I 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 Group I 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 Group I Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
GROUP I CLASS B-5 PERCENTAGE: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I 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 Group I Class B-5 Percentage for such Distribution Date will be
zero.
GROUP I 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 Group I 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 Group I Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
GROUP I CLASS B-6 PERCENTAGE: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I 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 Section
4.01(d)(i), the Group I Class B-6 Percentage for such Distribution Date will be
zero.
GROUP I 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 Group I 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 Section 4.01(d)(i), the Group I Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
GROUP I DISCOUNT MORTGAGE LOAN: A Group I Mortgage Loan with a
Net Mortgage Interest Rate of less than 6.500%.
GROUP I INTEREST ACCRUAL AMOUNT: As to any Distribution Date,
the sum of the Group I-A Interest Accrual Amount and the Apportioned Interest
Accrual Amounts for the Group I Apportioned Principal Balances of the Class B
Certificates.
GROUP I MORTGAGE LOANS: Those Mortgage Loans listed on Exhibit
F-1A, F-2A and F-3A attached hereto.
GROUP I NET FORECLOSURE PROFITS: As to any Distribution Date,
the amount, if any, by which (i) Aggregate Group I Foreclosure Profits with
respect to such Distribution Date exceed (ii) Liquidated Loan Losses with
respect to Group I Mortgage Loans with respect to such Distribution Date.
GROUP I POOL BALANCE (NON-PO PORTION): As of any Distribution
Date, the sum of the amounts for each Group I 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.
GROUP I POOL BALANCE (PO PORTION): As of any Distribution
Date, the sum of the amounts for each Group I 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.
GROUP I POOL DISTRIBUTION AMOUNT: As of any Distribution Date,
the funds eligible for distribution to the Holders of the Group I-A Certificates
and Class B 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 Group I Mortgage Loans
(including, without limitation, the proceeds of any repurchase of a Group I
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 with respect to Group I Mortgage Loans by
a Servicer pursuant to the related Servicing Agreement or Periodic Advances with
respect to Group I Mortgage Loans made by the Master Servicer or the Trustee
pursuant to Section 3.03, and (iii) all other amounts with respect to a Group I
Mortgage Loan 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
Trustee on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
with respect to a Group I Mortgage Loan and respecting which the Master
Servicer or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage Loan
by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular
Group I Mortgage Loan which represent (i) the Fixed Retained Yield, if
any, (ii) the applicable Servicing Fee and (iii) the Master Servicing
Fee;
(d) all amounts representing scheduled payments of principal
and interest on Group I Mortgage Loans due after the Due Date occurring
in the month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers with respect to Group I Mortgage Loans 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 Group I 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
Group I Mortgage Loan substituted for a defective Group I Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs and the unpaid principal balance of such defective Group I
Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group I Mortgage Loan 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 Group I 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) Group I Net Foreclosure Profits;
(k) Month End Interest in respect of Group I Mortgage Loans;
and
(l) the amount of any Recoveries in respect of principal with
respect to a Group I Mortgage Loan 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 with respect to a Group
I Mortgage Loan that are covered by the last sentence of Section
4.02(d).
GROUP I POOL SCHEDULED PRINCIPAL BALANCE: As to any
Distribution Date, the aggregate Scheduled Principal Balances of all Group I
Mortgage Loans that were Outstanding Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date.
GROUP I SCHEDULED PRINCIPAL AMOUNT: The sum for each
outstanding Group I 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 Group I-A Non-PO Optimal Principal Amount but without
such amount being multiplied by the Class I-A Percentage.
GROUP I SUBORDINATE AMOUNT: As to any Distribution Date, the
excess of (i) the Group I Pool Balance (Non-PO Portion) over (ii) the Group I-A
Non-PO Principal Balance.
GROUP I SUBORDINATED PERCENTAGE: As to any Distribution Date,
the percentage which is the difference between 100% and the Group I-A Percentage
for such date.
GROUP I SUBORDINATED PREPAYMENT PERCENTAGE: As to any
Distribution Date, the percentage which is the difference between 100% and the
Group I-A Prepayment Percentage for such date.
GROUP I UNSCHEDULED PRINCIPAL AMOUNT: The sum for each
outstanding Group I 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 Group I-A Non-PO Optimal Principal Amount but
without that amount being multiplied by the Group I-A Prepayment Percentage.
GROUP II ADJUSTED POOL AMOUNT: With respect to any
Distribution Date, the aggregate of the Cut-Off Date Principal Balances of the
Group II Mortgage Loans minus the sum of (i) all amounts in respect of principal
received in respect of the Group II 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 such Mortgage Loans from the Cut-Off Date
through the end of the month preceding such Distribution Date.
GROUP II 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 that are Group II Mortgage Loans: the
product of (i) the PO Fraction for each such Group II 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 Group II 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 Group II Mortgage Loan from the Cut-Off Date through the end of the month
preceding such Distribution Date.
GROUP II APPORTIONED INTEREST PERCENTAGE: As to any
Distribution Date and any Class of Group II-A Certificates or Class B
Certificates, the percentage calculated by dividing (a) in the case of a Class
of Group II-A Certificates, the Interest Accrual Amount and in the case of a
Class of Class B Certificates, the Apportioned Interest Accrual Amount for the
Group II Apportioned Principal Balance of such Class by (b) the Group II
Interest Accrual Amount (determined without regard to clause (ii) of the
definition of each Interest Accrual Amount).
GROUP II APPORTIONED PRINCIPAL BALANCE: As to any Distribution
Date and any Class of Class B Certificates, an amount equal to the product of
(i) the Principal Balance of the Class of Class B Certificates and (ii) a
fraction, the numerator of which is the Group II Subordinate Amount and the
denominator of which is the sum of the Group I Subordinate Amount and the Group
II Subordinate Amount.
GROUP II CLASS B PERCENTAGE: Any one of the Group II Class B-1
Percentage, Group II Class B-2 Percentage, Group II Class B-3 Percentage, Group
II Class B-4 Percentage, Group II Class B-5 Percentage or Group II Class B-6
Percentage.
GROUP II CLASS B PREPAYMENT PERCENTAGE: Any of the Group II
Class B-1 Prepayment Percentage, Group II Class B-2 Prepayment Percentage, Group
II Class B-3 Prepayment Percentage, Group II Class B-4 Prepayment Percentage,
Group II Class B-5 Prepayment Percentage or Group II Class B-6 Prepayment
Percentage.
GROUP II CLASS B-1 PERCENTAGE: As to any Distribution Date,
the percentage calculated by multiplying the Group II 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.
GROUP II CLASS B-1 PREPAYMENT PERCENTAGE: As to any
Distribution Date, the percentage calculated by multiplying the Group II
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.
GROUP II CLASS B-2 PERCENTAGE: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II 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 Group II Class B-2 Percentage for such Distribution Date will be
zero.
GROUP II 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 Group II 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 Group II Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
GROUP II CLASS B-3 PERCENTAGE: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II 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 Group II Class B-3 Percentage for such Distribution Date will be
zero.
GROUP II 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 Group II 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 Group II Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
GROUP II CLASS B-4 PERCENTAGE: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II 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 Group II Class B-4 Percentage for such Distribution Date will be
zero.
GROUP II 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 Group II 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 Group II Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
GROUP II CLASS B-5 PERCENTAGE: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II 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 Group II Class B-5 Percentage for such Distribution Date will be
zero.
GROUP II 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 Group II 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 Group II Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
GROUP II CLASS B-6 PERCENTAGE: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II 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 Section
4.01(d)(i), the Group II Class B-6 Percentage for such Distribution Date will be
zero.
GROUP II 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 Group II 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 Section 4.01(d)(i), the Group II Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
GROUP II DISCOUNT MORTGAGE LOAN: A Group II Mortgage Loan with
a Net Mortgage Interest Rate of less than 6.500%.
GROUP II INTEREST ACCRUAL AMOUNT: As to any Distribution Date,
the sum of the Group II-A Interest Accrual Amount and the Apportioned Interest
Accrual Amounts for the Group II Apportioned Principal Balances of the Class B
Certificates.
GROUP II MORTGAGE LOANS: Those Mortgage Loans listed on
Exhibit F-1B, F-2B and F-3B attached hereto.
GROUP II NET FORECLOSURE PROFITS: As to any Distribution Date,
the amount, if any, by which (i) Aggregate Group II Foreclosure Profits with
respect to such Distribution Date exceed (ii) Liquidated Loan Losses with
respect to Group II Mortgage Loans with respect to such Distribution Date.
GROUP II POOL BALANCE (NON-PO PORTION): As of any Distribution
Date, the sum of the amounts for each Group II 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.
GROUP II POOL BALANCE (PO PORTION): As of any Distribution
Date, the sum of the amounts for each Group II 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.
GROUP II POOL DISTRIBUTION AMOUNT: As of any Distribution
Date, the funds eligible for distribution to the Holders of the Group II-A
Certificates and Class B 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 Group II Mortgage
Loans (including, without limitation, the proceeds of any repurchase of a Group
II 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 with respect to Group II
Mortgage Loans by a Servicer pursuant to the related Servicing Agreement or
Periodic Advances with respect to Group II Mortgage Loans made by the Master
Servicer or the Trustee pursuant to Section 3.03 and (iii) all other amounts
with respect to a Group II Mortgage Loan 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 Trustee on or prior to the Distribution Date,
but excluding the following:
(a) amounts received as late payments of principal or
interest with respect to a Group II Mortgage Loan and respecting which
the Master Servicer or the Trustee has made one or more unreimbursed
Periodic Advances;
(b) the portion of Liquidation Proceeds used to
reimburse any unreimbursed Periodic Advances with respect to a Group II
Mortgage Loan by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a
particular Group II Mortgage Loan which represent (i) the Fixed
Retained Yield, if any, (ii) the applicable Servicing Fee and (iii) the
Master Servicing Fee;
(d) all amounts representing scheduled payments of
principal and interest on Group II Mortgage Loans due after the Due
Date occurring in the month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by
the Servicers with respect to Group II Mortgage Loans 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 Group II
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 Group II Mortgage Loan substituted for a
defective Group II Mortgage Loan during the month preceding the month
in which such Distribution Date occurs and the unpaid principal balance
of such defective Group II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO
Proceeds with respect to any Group II Mortgage Loan 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 Group II 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) Group II Net Foreclosure Profits;
(k) Month End Interest in respect of Group II
Mortgage Loans; and
(l) the amount of any Recoveries in respect of
principal with respect to a Group II Mortgage Loan 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 with
respect to a Group II Mortgage Loan that are covered by the last
sentence of Section 4.02(d).
GROUP II POOL SCHEDULED PRINCIPAL BALANCE: As to any
Distribution Date, the aggregate Scheduled Principal Balances of all Group II
Mortgage Loans that were Outstanding Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date.
GROUP II SUBORDINATE AMOUNT: As to any Distribution Date, the
excess of (i) the Group II Pool Balance (Non-PO Portion) over (ii) the Group
II-A Non-PO Principal Balance.
GROUP II SUBORDINATED PERCENTAGE: As to any Distribution Date,
the percentage which is the difference between 100% and the Group II-A
Percentage for such date.
GROUP II SUBORDINATED PREPAYMENT PERCENTAGE: As to any
Distribution Date, the percentage which is the difference between 100% and the
Group II-A Prepayment Percentage for such date.
GROUP I-A CERTIFICATE: Any Class I-A-1, Class I-A-2, Class
I-A-3, Class I-A-4, Class I-A-PO or Class I-A-R Certificate.
GROUP I-A DISTRIBUTION AMOUNT: As to any Distribution Date and
any Class of Group I-A Certificates (other than the Class I-A-PO Certificates),
the amount distributable to such Class of Group I-A Certificates pursuant to
Clause (i) Paragraphs first Clause (A), second Clause (A) and third Clause
(A)(1) of Section 4.01(a). As to any Distribution Date and the Class I-A-PO
Certificates, the amount distributable to the Class I-A-PO Certificates pursuant
to Clause (i) Paragraphs third Clause (B)(2) and fourth Clause (A) of Section
4.01(a) on such Distribution Date.
GROUP I-A INTEREST ACCRUAL AMOUNT: As to any Distribution
Date, the sum of the Interest Accrual Amounts for the Class I-A Certificates
with respect to such Distribution Date.
GROUP I-A INTEREST PERCENTAGE: As to any Distribution Date and
any Class of Group I-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 Group I-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
GROUP I-A INTEREST SHORTFALL AMOUNT: As to any Distribution
Date and any Class of Group I-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 Clause (i) Paragraph first Clause (A) of Section 4.01(a).
GROUP I-A LOSS DENOMINATOR: As to any Determination Date, an
amount equal to the Group I-A Non-PO Principal Balance.
GROUP I-A LOSS PERCENTAGE: As to any Determination Date and
any Class of Group I-A Certificates (other than the Class I-A-PO Certificates),
the percentage calculated by dividing the Principal Balance of such Class by the
Group I-A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Group I-A Certificates not then outstanding), in each
case determined as of the preceding Determination Date.
GROUP I-A NON-PO OPTIMAL AMOUNT: As to any Distribution Date,
the sum for such Distribution Date of (i) the Group I-A Interest Accrual Amount,
(ii) the Aggregate Group I-A Unpaid Interest Shortfall and (iii) the Group I-A
Non-PO Optimal Principal Amount.
GROUP I-A NON-PO OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Group I Mortgage Loan
that is an 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 Group I-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 Group I-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 Group I-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 Group I-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 Trustee in respect of
such defective Mortgage Loan.
GROUP I-A NON-PO PRINCIPAL BALANCE: As of any date, an amount
equal to the Group I-A Principal Balance less the Principal Balance of the Class
I-A-PO Certificates.
GROUP I-A NON-PO PRINCIPAL DISTRIBUTION AMOUNT: As to any
Distribution Date, the aggregate amount distributed in respect of the Classes of
Group I-A Certificates pursuant to Clause (A) Paragraph third Clause (A)(1) of
Section 4.01(a).
GROUP I-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 Group I-A Non-PO Principal Balance (determined as of
the Determination Date preceding such Distribution Date) by the Group I 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 Group
I-A Non-PO Principal Balance to decline to zero following the distribution made
on such Distribution Date.
GROUP I-A PREPAYMENT PERCENTAGE: As to any Distribution Date
to and including the Distribution Date in March 2004, 100%. As to any
Distribution Date subsequent to March 2004 to and including the Distribution
Date in March 2005, the Group I-A Percentage as of such Distribution Date plus
70% of the Group I Subordinated Percentage as of such Distribution Date. As to
any Distribution Date subsequent to March 2005 to and including the Distribution
Date in March 2006, the Group I-A Percentage as of such Distribution Date plus
60% of the Group I Subordinated Percentage as of such Distribution Date. As to
any Distribution Date subsequent to March 2006 to and including the Distribution
Date in March 2007, the Group I-A Percentage as of such Distribution Date plus
40% of the Group I Subordinated Percentage as of such Distribution Date. As to
any Distribution Date subsequent to March 2007 to and including the Distribution
Date in March 2008, the Group I-A Percentage as of such Distribution Date plus
20% of the Group I Subordinated Percentage as of such Distribution Date. As to
any Distribution Date subsequent to March 2008, the Group I-A Percentage as of
such Distribution Date. The foregoing is subject to the following: (i) if the
aggregate distribution to Holders of Group I-A Certificates on any Distribution
Date of the Group I-A Prepayment Percentage provided above of (a) Unscheduled
Principal Receipts distributable on such Distribution Date would reduce the
Group I-A Non-PO Principal Balance below zero, the Group I-A Prepayment
Percentage for such Distribution Date shall be the percentage necessary to bring
the Group I-A Non-PO Principal Balance to zero and thereafter the Group I-A
Prepayment Percentage shall be zero and (ii) if the Group I-A Percentage or
Group II-A Percentage as of any Distribution Date is greater than the Original
Group I-A Percentage or Original Group II-A Percentage, respectively, the Group
I-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 Group I-A Prepayment
Percentage described in the second through sixth sentences of this definition of
Group I-A Prepayment Percentage shall not be applicable with respect to such
Distribution Date. In such event, the Group I-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 Group I-A Prepayment Percentage for the
Distribution Date occurring in the March preceding such Distribution Date (it
being understood that for the purposes of the determination of the Group I-A
Prepayment Percentage for the current Distribution Date, the current Group I-A
Percentage and Group I 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 Group I Mortgage Loans or Group II 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 Group I Subordinate Amount or Group II Subordinate Amount,
as applicable and (b) cumulative Realized Losses on the Group I Mortgage Loans
and the Group II Mortgage Loans shall not exceed (1) 30% of the Original Group I
Subordinated Principal Balance or Original Group II Subordinated Principal
Balance, as applicable, if such Distribution Date occurs between and including
April 2004 and March 2005 (2) 35% of the Original Group I Subordinated Principal
Balance or Original Group II Subordinated Principal Balance if such Distribution
Date occurs between and including April 2005 and March 2006, (3) 40% of the
Original Group I Subordinated Principal Balance or Original Group II
Subordinated Principal Balance, as applicable, if such Distribution Date occurs
between and including April 2006 and March 2007, (4) 45% of the Original Group I
Subordinated Principal Balance or Original Group II Subordinated Principal
Balance, as applicable, if such Distribution Date occurs between and including
April 2007 and March 2008, and (5) 50% of the Original Group I Subordinated
Principal Balance or Original Group II Subordinated Principal Balance, as
applicable, if such Distribution Date occurs during or after April 2008. With
respect to any Distribution Date on which the Group I-A Prepayment Percentage is
reduced below the Group I-A Prepayment Percentage for the prior Distribution
Date, the Master Servicer shall certify to the Trustee, 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.
GROUP I-A PRINCIPAL BALANCE: As of any date, an amount equal
to the sum of the Principal Balances for the Class I-A-1 Certificates, Class
I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class
I-A-PO Certificates and Class I-A-R Certificate.
GROUP I-A SHORTFALL PERCENTAGE: As to any Distribution Date
and any Class of Group I-A Certificates, the percentage calculated by dividing
the Class A Unpaid Interest Shortfall for such Class by the Aggregate Group I-A
Unpaid Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
GROUP II-A CERTIFICATE: Any Class II-A-1 or Class II-A-PO
Certificate.
GROUP II-A DISTRIBUTION AMOUNT: As to any Distribution Date
and any Class of Group II-A Certificates (other than the Class II-A-PO
Certificates), the amount distributable to such Class of Group II-A Certificates
pursuant to Clause (i) Paragraphs first Clause (A), second Clause (A) and third
Clause (A)(1) of Section 4.01(a). As to any Distribution Date and the Class
II-A-PO Certificates, the amount distributable to the Class II-A-PO Certificates
pursuant to Clause (i) Paragraphs third Clause (B)(2) and fourth Clause (B) of
Section 4.01(a) on such Distribution Date.
GROUP II-A INTEREST ACCRUAL AMOUNT: As to any Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of Group II-A
Certificates with respect to such Distribution Date.
GROUP II-A INTEREST PERCENTAGE: As to any Distribution Date
and any Class of Group II-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 Group II-A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Interest
Accrual Amount).
GROUP II-A INTEREST SHORTFALL AMOUNT: As to any Distribution
Date and any Class of Group II-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 Clause (i) Paragraph first Clause (B) of Section 4.01(a).
GROUP II-A LOSS DENOMINATOR: As to any Determination Date, an
amount equal to the Group II-A Non-PO Principal Balance.
GROUP II-A LOSS PERCENTAGE: As to any Determination Date and
any Class of Group II-A Certificates (other than the Class II-A-PO
Certificates), the percentage calculated by dividing the Principal Balance of
such Class by the Group II-A Loss Denominator (determined without regard to any
such Principal Balance of any Class of Group II-A Certificates not then
outstanding), in each case determined as of the preceding Determination Date.
GROUP II-A NON-PO OPTIMAL AMOUNT: As to any Distribution Date,
the sum for such Distribution Date of (i) the Group II-A Interest Accrual
Amount, (ii) the Aggregate Group II-A Unpaid Interest Shortfall and (iii) the
Group II-A Non-PO Optimal Principal Amount.
GROUP II-A NON-PO OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, as to each Group II Mortgage Loan
that is an 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 Group II-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 Group II-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 Group II-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 Group II-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 Trustee in respect of
such defective Mortgage Loan.
GROUP II-A NON-PO PRINCIPAL BALANCE: As of any date, an amount
equal to the Group II-A Principal Balance less the Principal Balance of the
Class II-A-PO Certificates.
GROUP II-A NON-PO PRINCIPAL DISTRIBUTION AMOUNT: As to any
Distribution Date, the aggregate amount distributed in respect of the Classes of
Group II-A Certificates pursuant to Clause (i) Paragraph third Clause (B)(1) of
Section 4.01(a).
GROUP II-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 Group II-A Non-PO Principal Balance
(determined as of the Determination Date preceding such Distribution Date) by
the Group II 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 Group II-A Non-PO Principal Balance to decline to zero
following the distribution made on such Distribution Date.
GROUP II-A PREPAYMENT PERCENTAGE: As to any Distribution Date
to and including the Distribution Date in March 2004, 100%. As to any
Distribution Date subsequent to March 2004 to and including the Distribution
Date in March 2005, the Group II-A Percentage as of such Distribution Date plus
70% of the Group II Subordinated Percentage as of such Distribution Date. As to
any Distribution Date subsequent to March 2005 to and including the Distribution
Date in March 2006, the Group II-A Percentage as of such Distribution Date plus
60% of the Group II Subordinated Percentage as of such Distribution Date. As to
any Distribution Date subsequent to March 2006 to and including the Distribution
Date in March 2007, the Group II-A Percentage as of such Distribution Date plus
40% of the Group II Subordinated Percentage as of such Distribution Date. As to
any Distribution Date subsequent to March 2007 to and including the Distribution
Date in March 2008, the Group II-A Percentage as of such Distribution Date plus
20% of the Group II Subordinated Percentage as of such Distribution Date. As to
any Distribution Date subsequent to March 2008, the Group II-A Percentage as of
such Distribution Date. The foregoing is subject to the following: (i) if the
aggregate distribution to Holders of Group II-A Certificates on any Distribution
Date of the Group II-A Prepayment Percentage provided above of (a) Unscheduled
Principal Receipts distributable on such Distribution Date would reduce the
Group II-A Non-PO Principal Balance below zero, the Group II-A Prepayment
Percentage for such Distribution Date shall be the percentage necessary to bring
the Group II-A Non-PO Principal Balance to zero and thereafter the Group II-A
Prepayment Percentage shall be zero and (ii) if the Group I-A Percentage or
Group II-A Percentage as of any Distribution Date is greater than the Original
Group I-A Percentage or Original Group II-A Percentage, respectively, the Group
II-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 Group II-A Prepayment
Percentage described in the second through sixth sentences of this definition of
Group II-A Prepayment Percentage shall not be applicable with respect to such
Distribution Date. In such event, the Group II-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 Group II-A Prepayment Percentage for the
Distribution Date occurring in the March preceding such Distribution Date (it
being understood that for the purposes of the determination of the Group II-A
Prepayment Percentage for the current Distribution Date, the current Group II-A
Percentage and Group II 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 Group I Mortgage Loans or Group II 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 Group I Subordinate Amount or Group II Subordinate Amount,
as applicable and (b) cumulative Realized Losses on the Group I Mortgage Loans
or the Group II Mortgage Loans shall not exceed (1) 30% of the Original Group I
Subordinated Principal Balance or Original Group II Subordinated Principal
Balance, as applicable, if such Distribution Date occurs between and including
April 2004 and March 2005 (2) 35% of the Original Group I Subordinated Principal
Balance or Original Group II Subordinated Principal Balance if such Distribution
Date occurs between and including April 2005 and March 2006, (3) 40% of the
Original Group I Subordinated Principal Balance or Original Group II
Subordinated Principal Balance, as applicable, if such Distribution Date occurs
between and including April 2006 and March 2007, (4) 45% of the Original Group I
Subordinated Principal Balance or Original Group II Subordinated Principal
Balance, as applicable, if such Distribution Date occurs between and including
April 2007 and March 2008, and (5) 50% of the Original Group I Subordinated
Principal Balance or Original Group II Subordinated Principal Balance, as
applicable, if such Distribution Date occurs during or after April 2008. With
respect to any Distribution Date on which the Group II-A Prepayment Percentage
is reduced below the Group II-A Prepayment Percentage for the prior Distribution
Date, the Master Servicer shall certify to the Trustee, 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.
GROUP II-A PRINCIPAL BALANCE: As of any date, an amount equal
to the sum of the Principal Balances for the Class II-A-1 Certificates and Class
II-A-PO Certificates.
GROUP II-A SHORTFALL PERCENTAGE: As to any Distribution Date
and any Class of Group II-A Certificates, the percentage calculated by dividing
the Class A Unpaid Interest Shortfall for such Class by the Aggregate Group II-A
Unpaid Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
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, 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 I-A-PO and Class II-A-PO
Certificates), (i) the product of (a) 1/12th of the Class A Pass-Through Rate
for such Class and (b) the Principal Balance of such Class as of the
Determination Date preceding such Distribution Date minus (ii) the sum of (A)
the Group I Apportioned Interest Percentage or Group II Apportioned Interest
Percentage, as applicable, of such Class of the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
attributable to Group I Mortgage Loans or Group II Mortgage Loans, respectively,
with respect to such Distribution Date pursuant to Section 4.02(e), (B) the
Group I-A Interest Percentage or Group II-A Interest Percentage of the interest
portion of any Realized Losses (other than Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses) allocated to the Group I-A
Certificates or Group II-A Certificates, as applicable, on or after the
Cross-Over Date pursuant to Section 4.02(e) and (C) the Group I-A Interest
Percentage or Group II-A Interest Percentage of such Class of any Non-Supported
Interest Shortfall allocated to the Class A Certificates with respect to such
Distribution Date.
The Class I-A-PO and Class II-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 sum of (A)
the Class B Interest Percentage of such Class of any Non-Supported Interest
Shortfall allocated to the Class B Certificates with respect to such
Distribution Date and (B) the Group I Apportioned Interest Percentage or Group
II Apportioned Interest Percentage, as applicable, of such Class of the interest
portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses attributable to the Group I Mortgage Loans or Group II
Mortgage Loans, respectively, 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 Trustee 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 11.23.
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 and Norwest Bank, as Master
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 100SM PLEDGE AGREEMENT: As defined in the MLCC
Servicing Agreement.
MONTH END INTEREST: As defined in each Servicing Agreement.
MORTGAGE: The mortgage, deed of trust or other instrument
creating a first lien on Mortgaged Property securing a Mortgage Note together
with any Mortgage Loan Rider, if applicable.
MORTGAGE INTEREST RATE: As to any Mortgage Loan, the per annum
rate at which interest accrues on the unpaid principal balance thereof as set
forth in the related Mortgage Note, which rate is as indicated on the Mortgage
Loan Schedule.
MORTGAGE LOAN PURCHASE AGREEMENT: The mortgage loan purchase
agreement dated as of March 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 Trustee on the Closing Date as part of the Trust Estate and
attached hereto as Exhibits F-1A, F-1B, F-2A, F-2B, F-3A and F-3B, which list
may be amended following the Closing Date upon conveyance of a Substitute
Mortgage Loan pursuant to Section 2.02 or 2.03 and which list shall set forth at
a minimum the following information of the close of business on the Cut-Off Date
(or, with respect to Substitute Mortgage Loans, as of the close of business on
the day of substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary
mortgage insurance;
(xiii) the Servicing Fee Rate;
(xiv) the Master Servicing Fee;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Exhibit F-3A Mortgage Loan and Exhibit F-3B
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 Trustee 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 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 11.22 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.23 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
NET REO PROCEEDS: As to any REO Mortgage Loan, REO Proceeds
net of any related expenses of the Servicer.
NON-PERMITTED FOREIGN HOLDER: As defined in Section 5.02(d).
NON-PO FRACTION: With respect to any Mortgage Loan, the lesser
of (i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.500%.
NONRECOVERABLE ADVANCE: Any portion of a Periodic Advance
previously made or proposed to be made in respect of a Mortgage Loan which has
not been previously reimbursed to the Servicer, the Master Servicer or the
Trustee, as the case may be, and which the Servicer, the Master Servicer or the
Trustee 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 Trustee (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 Trustee or, in
the case of a Master Servicer determination, an Officer's Certificate of the
Master Servicer 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 Group I-A
Certificates and Group II-A Certificates according to the percentage obtained by
dividing the Group I-A Principal Balance or Group II-A Principal Balance, as
applicable, by the Aggregate Non-PO Principal Balance and (b) the Class B
Certificates according to the percentage obtained by dividing the Class B
Principal Balance by the Aggregate Non-PO 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-1A Mortgage Loans, Exhibit F-1B Mortgage
Loans, Exhibit F-2A Mortgage Loans and Exhibit F-2B 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.
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; 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 sixth 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 AGGREGATE NON-PO PRINCIPAL BALANCE. The Aggregate
Non-PO Principal Balance as of the Cut-Off Date, as set forth in Section 11.07.
ORIGINAL AGGREGATE SUBORDINATE PERCENTAGE: The Aggregate
Subordinate Percentage as of the Cut-Off Date, as set forth in Section 11.08.
ORIGINAL GROUP I SUBORDINATED PRINCIPAL BALANCE: The aggregate
of the Group I Apportioned Principal Balances of the Class B Certificates as of
the Cut-Off Date, as set forth in Section 11.10.
ORIGINAL GROUP II SUBORDINATED PRINCIPAL BALANCE: The
aggregate of the Group II Apportioned Principal Balances of the Class B
Certificates as of the Cut-Off Date, as set forth in Section 11.11.
ORIGINAL GROUP I-A PERCENTAGE: The Group I-A Percentage as of
the Cut-Off Date, as set forth in Section 11.03.
ORIGINAL GROUP II-A PERCENTAGE: The Group I-A Percentage as of
the Cut-Off Date, as set forth in Section 11.04.
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 11.09.
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 Original Aggregate Non-PO
Principal Balance. The Original Class B-1 Fractional Interest is specified in
Section 11.13.
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
Original Aggregate Non-PO Principal Balance. The Original Class B-2 Fractional
Interest is specified in Section 11.14.
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 Original Aggregate Non-PO Principal
Balance. The Original Class B-3 Fractional Interest is specified in Section
11.15.
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
Original Aggregate Non-PO Principal Balance. The Original Class B-4 Fractional
Interest is specified in Section 11.16.
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 Original Aggregate Non-PO Principal Balance.
The Original Class B-5 Fractional Interest is specified in Section 11.17.
ORIGINAL CLASS B-1 PRINCIPAL BALANCE: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
ORIGINAL CLASS B-2 PRINCIPAL BALANCE: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
ORIGINAL CLASS B-3 PRINCIPAL BALANCE: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
ORIGINAL CLASS B-4 PRINCIPAL BALANCE: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
ORIGINAL CLASS B-5 PRINCIPAL BALANCE: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
ORIGINAL CLASS B-6 PRINCIPAL BALANCE: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
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 11.12.
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 Trustee (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. 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 Trustee 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 Trustee 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 Trustee, as the case may be and (z) have not been
determined by the Master Servicer, such Servicer or Trustee 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 SCHEDULED PRINCIPAL BALANCE: The sum of the Group I Pool
Scheduled Principal Balance and Group II Pool Scheduled Principal Balance.
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.
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 I-A-PO and Class
II-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 Clause (i) Paragraph third clause (B)(1) of
Section 4.01(a), (ii) pursuant to Clause (iv) of Section 4.01(b) and (iii) 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 Group I-A Loss
Percentage or Group II-A Loss Percentage, as applicable, of such Class and the
excess, if any, of (i) the Group I Non-PO Principal Balance or Group II Non-PO
Principal Balance, as applicable, as of such Determination Date without regard
to this sentence over (ii) the difference between (A) the Group I Adjusted Pool
Amount or Group II Adjusted Pool Amount, as applicable for the preceding
Distribution Date and (B) the Group I Adjusted Pool Amount (PO Portion) or Group
II Adjusted Pool Amount (PO Portion), as applicable, for the preceding
Distribution Date.
As of any subsequent Determination Date prior to the
Cross-Over Date and as to the Class I-A-PO and Class II-A-PO Certificates, the
Original Principal Balance of such Class less the sum of (a) all amounts
previously distributed in respect of the Class I-A-PO Certificates on prior
Distribution Dates pursuant to Clause (i) Paragraphs third clause (A)(2) and
fourth Clause (A) of Section 4.01(a) or all amounts previously distributed in
respect of the Class II-A-PO Certificates on prior Distribution Dates pursuant
to Clause (i) Paragraphs third clause (B)(2) and fourth Clause (B) of Section
4.01(a), as applicable, and (b) the Realized Losses allocated through such
Determination Date to the Class I-A-PO or Class II-A-PO Certificates, as
applicable, 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 Group I Adjusted Pool
Amount (PO Portion) or Group II Adjusted Pool Amount (PO Portion), as
applicable, 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 means the lesser of
(i) the Principal Balance of the Class I-A-3 Certificates and (ii) the product
of (1) the Priority Percentage, (2) the Shift Percentage, and (3) sum of the
Group I Scheduled Principal Amount and the Group I Unscheduled Principal Amount.
PRIORITY PERCENTAGE: The Principal Balance of the Class I-A-3
Certificates divided by the Class A Non-PO Principal Balance for the Group I-A
Certificates.
PROHIBITED TRANSACTION TAX: Any tax imposed under Section 860F
of the Code.
PRUDENT SERVICING PRACTICES: The standard of care set forth in
each Servicing Agreement.
RATING AGENCY: Any nationally recognized statistical credit
rating agency, or its successor, that rated one or more Classes of the
Certificates at the request of the Seller at the time of the initial issuance of
the Certificates. The Rating Agencies for the Class A Certificates and Class B-1
Certificates are S&P and Fitch. The Rating Agency for the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates is Fitch. If any such agency or a successor
is no longer in existence, "Rating Agency" shall be such statistical credit
rating agency, or other comparable Person, designated by the Seller, notice of
which designation shall be given to the Trustee and the Master Servicer.
References herein to the highest short-term rating category of a Rating Agency
shall mean A-1+ in the case of S&P and F-1+ in the case of Fitch 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
RECOVERY: Any amount received on a Mortgage Loan subsequent to
such Mortgage Loan being determined to be a Liquidated Loan.
RELEVANT ANNIVERSARY: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined
in Code Section 860D. "The REMIC" means the REMIC constituted by the Trust
Estate.
REMIC PROVISIONS: Provisions of the federal income tax law
relating to REMICs, which appear at Sections 860A through 860G of Part IV of
Subchapter M of Chapter 1 of Subtitle A of the Code, and related provisions, and
U.S. Department of the Treasury temporary, proposed or final regulations
promulgated thereunder, as the foregoing are in effect (or with respect to
proposed regulations, are proposed to be in effect) from time to time.
REMITTANCE DATE: As defined in each of the Servicing
Agreements.
REO MORTGAGE LOAN: Any Mortgage Loan which is not a Liquidated
Loan and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO PROCEEDS: Proceeds received in respect of any REO Mortgage
Loan (including, without limitation, proceeds from the rental of the related
Mortgaged Property).
REQUEST FOR RELEASE: A request for release in substantially
the form attached as Exhibit G hereto.
RESPONSIBLE OFFICER: When used with respect to the Trustee,
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 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 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 Integrated Structured Assets, Inc., or its
successor in interest.
SERVICER MORTGAGE LOAN FILE: As defined in each of the
Servicing Agreements.
SERVICERS: Each of Norwest Mortgage, Inc., North American
Mortgage Company, Homeside Lending, Bank United, National City Mortgage Company,
Columbia Equities, Ltd., NOVUS Financial Corporation, FT Mortgage Companies and
Merrill Lynch Credit Corporation, 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 11.22.
SERVICING OFFICER: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
DISTRIBUTION DATE
OCCURRING IN PREPAYMENT SHIFT PERCENTAGE
April 1999 through March 2004................... 0%
April 2004 through March 2005................... 30%
April 2005 through March 2006................... 40%
April 2006 through March 2007................... 60%
April 2007 through March 2008................... 80%
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
11.21.
SPECIAL HAZARD LOSS: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the
part of the Trustee or the Servicer or any of their
agents or employees; or
(3) errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or a
part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
SPECIAL HAZARD LOSS AMOUNT: As of any Distribution Date, an
amount equal to $2,222,975.76 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 Trustee. On and or 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.
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 ESTATE: The corpus of the trust created by this
Agreement, consisting of the Mortgage Loans (other than any Fixed Retained
Yield), such amounts as may be held from time to time in the Certificate Account
(other than any Fixed Retained Yield), the rights of the 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: First Union National Bank, a national banking
association with its principal office located in Charlotte, North Carolina, 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 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 Group I-A Principal Balance, the Group II-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. 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, 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 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 and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, 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 Seller or the Master Servicer in reliance thereon, whether or not
notation of such action is made upon such Certificate.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the
Table of Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery
hereof, does hereby assign to the Trustee, without recourse all the right, title
and interest of the Seller in and to (a) the Trust Estate, including all
interest (other than the portion, if any, representing the Fixed Retained Yield)
and principal received by the Seller on or with respect to the Mortgage Loans
after the Cut-Off Date (and including scheduled payments of principal and
interest due after the Cut-Off Date but received by the Seller on or before the
Cut-Off Date and Unscheduled Principal Receipts received or applied on the
Cut-Off Date, but not including payments of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c)
the obligations of the Servicers under the Servicing Agreements with respect to
the Mortgage Loans, (d) all of the Seller's right, title and interest in and to
each Mortgage 100SM Pledge Agreement, each Parent Power(R) Guaranty and Security
Agreement for Securities Account and each Parent Power(R) Guaranty Agreement for
Real Estate with respect to each additional Collateral Mortgage Loan and (e)
proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with
respect to each Mortgage Loan, deliver, or cause to be delivered, to the
Trustee, 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 Trustee 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 Trustee 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 Trustee 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 Trustee within one (1) year following the Closing Date any original Mortgage
or assignment of a Mortgage not delivered to the Trustee 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 Trustee the assignment of the Mortgage Loan from
the Seller to the Trustee 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 Trustee and the Trustee shall within five Business Days (or such
other reasonable period of time mutually agreed upon by the Master Servicer and
the Trustee) ) of its receipt of such notice deliver each previously unrecorded
assignment to the related Servicer for recordation.
Section 2.02 Acceptance by Trustee.
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
Trustee 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 Trustee 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 Trustee 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 Trustee 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 Trustee'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 Trustee 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 Trustee 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 Trustee 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 Trustee 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 or the Trustee on behalf of the
Certificateholders. The failure of the Trustee 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 Trustee 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 Trustee appoints a
Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other
documents related to the Mortgage Loans received by 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 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 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 Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee
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 Trustee 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
Trustee 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 Trustee 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 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 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 (in the case of a Group I Mortgage Loan) or
180 months (in the case of a Group II Mortgage Loan);
(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 Trustee 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 Trustee and shall inure to the
benefit of the Trustee, notwithstanding any restrictive or qualified endorsement
or assignment.
(c) Upon discovery by either the Seller, the Master Servicer,
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 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 Trustee 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 I-A-R Certificate) and the Classes of Class B
Certificates as classes of "regular interests" and the Class I-A-R Certificate
as the single class of "residual interest" in the REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby
designated as the "Startup Day" of the REMIC within the meaning of Code Section
860G(a)(9). The "latest possible maturity date" of the regular interests in the
REMIC is April 25, 2029 for purposes of Code Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account.
(a) The Master Servicer shall establish and maintain a
Certificate Account for the deposit of funds received by the Master Servicer
with respect to the Mortgage Loans serviced by each Servicer pursuant to each of
the Servicing Agreements. Such account shall be maintained as an Eligible
Account. The Master Servicer shall give notice to each Servicer and the Seller
of the location of the Certificate Account and of any change in the location
thereof.
(b) The Master Servicer shall deposit into the Certificate
Account on the day of receipt thereof all amounts received by it from any
Servicer pursuant to any of the Servicing Agreements or any amounts received by
it upon the sale of any Additional Collateral pursuant to the terms of the
Mortgage 100SM Pledge Agreement, the Parent Power(R) Guaranty and Security
Agreement for Securities Account or the Parent Power(R) Guaranty Agreement for
Real Estate or any amounts received pursuant to the Surety Bond, and shall, in
addition, deposit into the Certificate Account the following amounts, in the
case of amounts specified in clause (i), not later than the Distribution Date on
which such amounts are required to be distributed to Certificateholders and, in
the case of the amounts specified in clause (ii), not later than the Business
Day next following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by
the Master Servicer or the Trustee, 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 Trustee or any
Servicer for Periodic Advances made by the Master Servicer or the
Trustee 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
Trustee 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
Trustee (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 Trustee.
(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 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 Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee 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, (iii) the amount that the Trustee or Master
Servicer is required to advance hereunder and (iv) whether the Master Servicer
has determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trustee or Master Servicer shall
be deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will
be obligated to make a Periodic Advance that it reasonably believes to be a
Nonrecoverable Advance. The Trustee 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
Trustee that such failure has occurred. Upon receipt of such certification, the
Trustee shall advance such funds and take such steps as are necessary to pay
such taxes or insurance premiums.
(c) The Master Servicer and the Trustee 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 Trustee 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 Trustee,
withdraw from the Certificate Account and remit to the Trustee any amounts to
which the Trustee 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 Trustee 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 Trustee 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 Trustee 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 Trustee.
The Trustee 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 Trustee and the Trustee 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
Trustee 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 Trustee 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 Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the
Servicer of such Mortgage Loan, the Trustee 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 Trustee and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee 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;
Annual Compliance Statements.
(a) Not later than 15 days after each Distribution Date, the
Master Servicer shall deliver to the Trustee 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 Trustee to any Certificateholder upon
written request, provided such statement is delivered, or caused to be
delivered, by the Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee 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 Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
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 Trustee 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 Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
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
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 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 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 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, the
Trustee 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 or the Trustee, 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 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 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 Trustee 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 Trustee 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 under
this Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venture, 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 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 right 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 Trustee the certification required by Section 3.04 and the
Trustee 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 Trustee 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 Trustee shall have no further responsibility with regard to such Owner
Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee, the
Master Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, 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 two separate REMICs or subject either REMIC to any tax.
The Master Servicer may enter into a special servicing
agreement with an unaffiliated holder of 100% Percentage Interest of a Class of
Class B Certificates or a holder of a class of securities representing interests
in the Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
Section 3.09 Termination and Substitution of Servicing
Agreements.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trustee is obligated to make an advance pursuant to Section 3.03 and (ii)
the Trustee 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 Trustee shall terminate the Norwest Servicing
Agreement without the recommendation of the Master Servicer. 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 attorneys' fees) arising out of, or assessed against the Trustee in
connection with termination of such Servicing Agreement at the direction of the
Master Servicer. 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 Master Servicer and each Rating Agency under
which the Master Servicer or such substitute servicer, as the case may be, shall
assume, satisfy, perform and carry out all liabilities, duties, responsibilities
and obligations that are to be, or otherwise were to have been, satisfied,
performed and carried out by such Servicer under such terminated Servicing
Agreement. Until such time as the Trustee enters into a substitute servicing
agreement with respect to the Mortgage Loans previously serviced by such
Servicer, the Master Servicer shall assume, satisfy, perform and carry out all
obligations which otherwise were to have been satisfied, performed and carried
out by such Servicer under its terminated Servicing Agreement. However, in no
event shall the Master Servicer be deemed to have assumed the obligations of a
Servicer to advance payments of principal and interest on a delinquent Mortgage
Loan in excess of the Master Servicer's independent Periodic Advance obligation
under Section 3.03 of this Agreement. As compensation for the Master Servicer of
any servicing obligations fulfilled or assumed by the Master Servicer, the
Master Servicer shall be entitled to any servicing compensation to which a
Servicer would have been entitled if the Servicing Agreement with such Servicer
had not been terminated.
Section 3.10 Application of Net Liquidation Proceeds.
For all purposes under this agreement, Net Liquidation
Proceeds received from a Servicer shall be allocated first to accrued and unpaid
interest on the related Mortgage Loan and then to the unpaid principal balance
thereof.
Section 3.11 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all
filings required to be made by the Seller with respect to the Class A
Certificates (other than the Class I-A-PO and Class II-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 Group I Pool Distribution
Amount and Group II Pool Distribution Amount will be applied in the following
amounts, to the extent the Group I Pool Distribution Amount and Group II Pool
Distribution Amount are sufficient therefor, in the manner and in the order of
priority as follows, subject to adjustment in accordance with Section
4.01(b)(iii) below:
(i) with respect to the Group I-A Certificates and Group
II-A Certificates, from the Group I Pool Distribution Amount and Group
II Pool Distribution Amount, respectively, as follows:
first, (A) to the Classes of Group I-A Certificates, pro rata,
based upon their respective Interest Accrual Amounts, in an aggregate amount up
to the Group I-A Interest Accrual Amount with respect to such Distribution Date
or (B) to the Classes of Group II-A Certificates, pro rata, based upon their
respective Interest Accrual Amounts, in an aggregate amount up to the Group II-A
Interest Accrual Amount with respect to such Distribution Date;
second, (A) to the Classes of Group I-A Certificates, pro
rata, based upon their respective Class A Unpaid Interest Shortfalls, in an
aggregate amount up to the Aggregate Group I-A Unpaid Interest Shortfall or (B)
to the Classes of Group II-A Certificates, pro rata, based upon their respective
Class A Unpaid Interest Shortfalls, in an aggregate amount up to the Aggregate
Group II-A Unpaid Interest Shortfall;
third, (A) concurrently, to the Group I-A Certificates (other
than the Class I-A-PO Certificates) and the Class I-A-PO Certificates, pro rata,
based on their respective Group I-A Non-PO Optimal Principal Amount and Class
I-A-PO Optimal Principal Amount, (1) to the Classes of Group I-A Certificates
(other than the Class I-A-PO Certificates), in an aggregate amount up to the
Group I-A Non-PO Optimal Principal Amount, such distribution to be allocated
among such Classes in accordance with Section 4.01(b)(i) or Section 4.01(c), as
applicable, and (2) to the Class I-A-PO Certificates in an amount up to the
Class I-A-PO Optimal Principal Amount or (B) concurrently, to the Group II-A
Certificates (other than the Class II-A-PO Certificates) and the Class II-A-PO
Certificates, pro rata, based on their respective Group II-A Non-PO Optimal
Principal Amount and Class II-A-PO Optimal Principal Amount, (1) to the Classes
of Group II-A Certificates (other than the Class II-A-PO Certificates), in an
aggregate amount up to the Group II-A Non-PO Optimal Principal Amount, such
distribution to be allocated among such Classes in accordance with Section
4.01(b)(ii) or Section 4.01(c), as applicable, and (2) to the Class II-A-PO
Certificates in an amount up to the Class II-A-PO Optimal Principal Amount;
fourth, (A) to the Class I-A-PO Certificates in an amount up
to the Class I-A-PO Deferred Amount from amounts otherwise distributable
(without regard to this Clause (ii) Paragraph fourth) first to the Class B-6
Certificates pursuant to Clause (ii) Paragraph eighteenth, below, second to the
Class B-5 Certificates pursuant to Clause (ii) Paragraph fifteenth, below, third
to the Class B-4 Certificates pursuant to Clause (ii) Paragraph twelfth, below,
fourth to the Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth,
below, fifth to the Class B-2 Certificates pursuant to Clause (ii) Paragraph
sixth below, and sixth to the Class B-1 Certificates pursuant to Clause (ii)
Paragraph third below or (B) to the Class II-A-PO Certificates in an amount up
to the Class II-A-PO Deferred Amount from amounts otherwise distributable
(without regard to this Clause (ii) Paragraph fourth) first to the Class B-6
Certificates pursuant to Clause (ii) Paragraph eighteenth, below, second to the
Class B-5 Certificates pursuant to Clause (ii) Paragraph fifteenth, below, third
to the Class B-4 Certificates pursuant to Clause (ii) Paragraph twelfth, below,
fourth to the Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth,
below, fifth to the Class B-2 Certificates pursuant to Clause (ii) Paragraph
sixth below, and sixth to the Class B-1 Certificates pursuant to Clause (ii)
Paragraph third below; provided, however, to the extent necessary to reduce the
Class I-A-PO Deferred Amount and Class II-A-PO Deferred Amount to zero, any
amounts otherwise distributable to a Class of Class B Certificates will be
allocated pro rata between the Class I-A-PO Deferred Amount and the Class
II-A-PO Deferred Amount; and
(ii) to the Class B Certificates, from the Group I Pool
Distribution Amount and Group II Distribution Amount, subject to
Section 4.01(b)(iii), as follows:
first, 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;
second, to the Class B-1 Certificates in an amount up to
the Class B-1 Unpaid Interest Shortfall;
third, 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 Clause (ii)
Paragraph third 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
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount as provided in Clause
(i) Paragraph fourth above;
fourth, 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;
fifth, to the Class B-2 Certificates in an amount up to the
Class B-2 Unpaid Interest Shortfall;
sixth, 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 Clause (ii)
Paragraph sixth 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
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount as provided in Clause
(i) Paragraph fourth above;
seventh, 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;
eighth, to the Class B-3 Certificates in an amount up to the
Class B-3 Unpaid Interest Shortfall;
ninth, 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 Clause (ii)
Paragraph ninth 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
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount as provided in Clause
(i) Paragraph fourth above;
tenth, 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;
eleventh, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
twelfth, 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 Clause (ii)
Paragraph twelfth 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
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount as provided in Clause
(i) Paragraph fourth above;
thirteenth, 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;
fourteenth, to the Class B-5 Certificates in an amount up to
the Class B-5 Unpaid Interest Shortfall;
fifteenth, 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 Clause (ii)
Paragraph fifteenth 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
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount as provided in Clause
(i) Paragraph fourth above;
sixteenth, 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;
seventeenth, to the Class B-6 Certificates in an amount up to
the Class B-6 Unpaid Interest Shortfall;
eighteenth, 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 Clause (ii)
Paragraph eighteenth 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
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount as provided in Clause
(i) Paragraph fourth above; and
nineteenth, to the Holder of the Class I-A-R Certificate.
Notwithstanding the foregoing, after the Principal Balance of
any Class (other than the Class I-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, Group I Net Foreclosure Profits and Group II 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 I-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
I-A-PO and Class II-A-PO Certificates) and any Class of Class B Certificates
with a lower numerical designation pro rata based on their outstanding Principal
Balances.
(b) (i) On each Distribution Date prior to the Cross-Over
Date, the Group I-A Non-PO Principal Distribution Amount will be
allocated and distributed in reduction of the Principal Balances of the
Classes of Group I-A Certificates (other than the Principal Balance of
the Class I-A-PO Certificates) as follows:
first, to the Class I-A-3 Certificates up to the Priority
Amount for such Distribution Date;
second, to the Class I-A-R Certificate, until the Principal
Balance thereof has been reduced to zero;
third, sequentially, to the Class I-A-1, Class I-A-2 and Class
I-A-4 Certificates, in that order, until the Principal Balance of each such
Class has been reduced to zero; and;
fourth, to the Class I-A-3 Certificates, without regard to the
Priority Amount for such Distribution Date, until the Principal Balance thereof
has been reduced to zero.
(ii) On each Distribution Date prior to the
Cross-Over-Date, the Group II-A Non-PO Principal Distribution Amount
will be distributed, to the Class II-A-1 Certificates until the
Principal Balance thereof has been reduced to zero.
(iii) Notwithstanding the foregoing, (X) on any
Distribution Date occurring prior to the Cross-Over Date but on or
after the date on which the Principal Balances of the Group I-A
Certificates (other than the Class I-A-PO Certificates) or the
Principal Balances of the Group II-A Certificates (other than the Class
II-A-PO Certificates) have been reduced to zero and on which (a) the
Aggregate Subordinate Percentage for such Distribution Date is less
than 200% of the Original Aggregate Subordinate Percentage or (b) the
aggregate outstanding principal balance of the Mortgage Loans in either
Loan Group delinquent 60 days or more over the preceding six months as
a percentage of the related Group Subordinate Amount is greater than or
equal to 50%, the remaining Class or Classes of Class A Certificates
(other than the Class I-A-PO Certificates or Class II-A-PO
Certificates, as applicable) will be entitled to receive as principal,
in addition to any principal payments described in Section 4.01(a)
above, in accordance with the priorities set forth in Section
4.01(b)(i) or (ii) above and until the Principal Balance of each such
Class of Class A Certificates has been reduced to zero, amounts
otherwise distributable (without regard to this Clause (iv)) first to
the Class B-6 Certificates pursuant to Clause (ii) Paragraph eighteenth
above, second to the Class B-5 Certificates pursuant to Clause (ii)
Paragraph fifteenth above, third to the Class B-4 Certificates pursuant
to Clause (ii) Paragraph twelfth above, fourth to the Class B-3
Certificates pursuant to Clause (ii) Paragraph ninth above, fifth to
the Class B-2 Certificates pursuant to Clause (ii) Paragraph sixth
above and sixth to the Class B-1 Certificates pursuant to Clause (ii)
Paragraph third above but in each case only up to the applicable
Apportioned Class B Principal Distribution Amount for such Class of
Class B Certificates and (Y) if on any Distribution Date the Group I-A
Non-PO Principal Balance or Group II-A Non-PO Principal Balance (after
giving effect to all distributions on such Distribution Date) is
greater than the Group I-A Pool Balance (Non-PO Portion) or Group II-A
Pool Balance (Non-PO Portion), respectively (the Group I-A Certificates
or Group II-A Certificates, as applicable, in such instance, the
"UNDERCOLLATERALIZED GROUP"), the Class A Certificates (other than the
Class I-A-PO or Class II-A-PO Certificates, as applicable) of the
Undercollateralized Group will be entitled to receive first in respect
of any Class A Unpaid Interest Shortfalls therefor (including any Group
I Interest Shortfall Amount or Group II Interest Shortfall Amount, as
applicable, arising on such Distribution Date) and second as principal,
in addition to any principal payments described in Section 4.01(a)
above, in accordance with the priorities set forth in Section
4.01(b)(i) or (ii) above and until the aggregate Principal Balance of
the Class A Certificates (other than the Class I-A-PO or Class II-A-PO
Certificates, as applicable) of the Undercollateralized Group equals
the Group I Pool Balance (Non-PO Portion) or Group II Pool Balance
(Non-PO Portion), as applicable (such amount, the "UNDERCOLLATERALIZED
AMOUNT"), all amounts otherwise distributable (without regard to this
Clause (iii)) first to the Class B-6 Certificates pursuant to Clause
(ii) Paragraph eighteenth above, second to the Class B-5 Certificates
pursuant to Clause (ii) Paragraph fifteenth above, third to the Class
B-4 Certificates pursuant to Clause (ii) Paragraph twelfth above,
fourth to the Class B-3 Certificates pursuant to Clause (ii) Paragraph
ninth above, fifth to the Class B-2 Certificates pursuant to Clause
(ii) Paragraph sixth above and sixth to the Class B-1 Certificates
pursuant to Clause (ii) Paragraph third above (less any amounts used to
pay any Class I-A-PO Deferred Amounts or Class II-A-PO Deferred
Amounts).
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, (x) the Group I-A Non-PO
Principal Distribution Amount shall be distributed among the Classes of Group
I-A Certificates (other than the Class I-A-PO Certificates) and (y) the Group
II-A Non-PO Principal Distribution Amount shall be distributed among the Classes
of Group II-A Certificates (other than the Class II-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)(ii).
(d) (i) For purposes of determining whether the Classes of
Class B Certificates are eligible to receive distributions of principal with
respect to any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1 Principal
Balance is greater than zero, the Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(B) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2 Principal
Balance is greater than zero, the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions
of principal; or
(C) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3 Principal
Balance is greater than zero, the Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of
principal; or
(D) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4 Principal
Balance is greater than zero, the Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class B-5 Principal
Balance is greater than zero, the Class B-6 Certificates shall not be
eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution
Date the aggregate distributions to Holders of the Classes of Class B
Certificates entitled to receive distributions of principal would reduce the
Principal Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Group I Class B Prepayment
Percentage and Group II 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
Group I Class B Percentage and Group II 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 Group I Subordinated Prepayment Percentage and Group II
Subordinated Prepayment Percentages and Group I Subordinated Percentage and
Group II Subordinated Percentage in such computations the difference between (A)
the Group I Subordinated Prepayment Percentage or Group II Subordinated
Prepayment Percentage or Group I Subordinated Percentage or Group II
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 Group I Class B Prepayment Percentage, Group
II Class B Prepayment Percentage, Group I Class B Percentage and Group II 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
Group I Subordinated Prepayment Percentage and Group II Subordinated Prepayment
Percentage for such Distribution Date minus the sum of the Group I Class B
Prepayment Percentages and Group II Class B Prepayment Percentages of the
Classes of Class B Certificates having lower numerical Class designations, if
any, and the remainder of the Group I Subordinated Percentage and Group II
Subordinated Percentage for such Distribution Date minus the sum of the Group I
Class B Percentages and Group II 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 Group I Class B Percentage, Group II Class B Percentage,
Group II Class B Prepayment Percentage or Group II 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 11.20, 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 I-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 Group I-A Distribution
Amount or Group II-A Distribution Amount, as applicable, with respect to each
Class of Class A Certificates and the Class B Distribution Amount with respect
to each 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 I-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 Trustee. The Trustee 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 Trustee 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 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) occurring with
respect to Group I Mortgage Loans and Group II Mortgage Loans 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, (i) with respect to such losses occurring with
respect to Group I Mortgage Loans, concurrently, to the Group I-A Certificates
(other than the Class I-A-PO Certificates) and Class I-A-PO Certificates, pro
rata, based on the Non-PO Fraction and the PO Fraction of such Mortgage Loans,
respectively, and (ii) with respect to such losses occurring with respect to
Group II Mortgage Loans, concurrently, to the Group II-A Certificates (other
than the Class II-A-PO Certificates) and Class II-A-PO Certificates, pro rata,
based on the Non-PO Fraction and the PO Fraction of such Mortgage Loans,
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 Group I Mortgage Loan or Group
II Mortgage Loan allocable to the Class I-A-PO or Class II-A-PO Certificates,
respectively, 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 with
respect to any Mortgage Loan in Loan Group I or Loan Group II, respectively,
remaining after allocation to the Class I-A-PO or Class II-A-PO Certificates, as
applicable, in accordance with the preceding sentence shall be allocated pro
rata among the Group I-A Certificates (other than the Class I-A-PO Certificates)
or Group II-A Certificates (other than the Class II-A-PO Certificates),
respectively, and each Class of Class B Certificates based on the Group I-A
Non-PO Principal Balance or Group II-A Non-PO Principal Balance in the case of
such Group I-A Certificates or Group II-A Certificates and the Group I
Apportioned Principal Balance or Group II Apportioned Principal Balance in the
case of each Class of Class B Certificates, respectively. Any such loss
allocated to the Group I-A Certificates shall be allocated on the subsequent
Determination Date to the outstanding Classes of Group I-A Certificates (other
than the Class I-A-PO Certificates) in accordance with the Group I-A Loss
Percentages as of such Determination Date and any such loss allocated to the
Group II-A Certificates shall be allocated on the subsequent Determination Date
to the outstanding Classes of Group II-A Certificates (other than the Class
II-A-PO Certificates) in accordance with the Group II-A Loss Percentages as of
such Determination Date.
(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 of a Loan Group 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 I-A-PO and Class II-A-PO Certificates, based on the PO Fraction of
such Mortgage Loan and, with respect to the Class A Certificates (other than the
Class I-A-PO and Class II-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 occurring with respect to any
Group I Mortgage Loan or Group II Mortgage Loan shall be allocated among (i)
each Class of Group I-A Certificates or Group II-A Certificates, as applicable,
and (ii) each Class of Class B Certificates, pro rata based upon each Class's
Group I Apportioned Interest Percentage or Group II Apportioned Interest
Percentage, as applicable for the related Distribution Date. 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) occurring with respect to any Group I Mortgage
Loan or Group II Mortgage Loan will be allocated among the outstanding Classes
of Group I-A Certificates and Group II-A Certificates, respectively, based on
their Group I-A Interest Percentages and Group II-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 Trustee 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 Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent agrees with the Trustee 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 Trustee 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 Trustee, forthwith pay to the
Trustee 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) Group I Net Foreclosure
Profits and Group II 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 Trustee, 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 Trustee 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 Group I-A Interest Distribution Amount allocated to each
Class of Group I-A Certificates and Current Group II-A Interest
Distribution Amount allocated to each Class of Group II-A Certificates,
(c) any Group I Interest Shortfall Amounts or Group II Interest
Shortfall Amounts arising with respect to such Distribution Date and
any remaining Class A Unpaid Interest Shortfall with respect to each
Class after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class A
Certificates for such Distribution Date and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class for such Distribution Date;
(iii) the amount of such distribution to Holders of each
Class of Class B Certificates allocable to principal, separately
identifying the aggregate amount of any Unscheduled Principal Receipts
included therein;
(iv) (a) the amount of such distribution to Holders of each
Class of Class B Certificates allocable to interest, (b) the amount of
the Current Class B Interest Distribution Amount allocated to each
Class of Class B Certificates, (c) any Class B Interest Shortfall
Amounts arising with respect to such Distribution Date and any
remaining Class B Unpaid Interest Shortfall with respect to each Class
of Class B Certificates after giving effect to such distribution, (d)
the amount of any Non-Supported Interest Shortfall allocated to each
Class of Class B Certificates for such Distribution Date, and (e) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses allocated to each Class of Class B
Certificates for such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trustee pursuant to the Servicing Agreements or
this Agreement;
(vi) the number of Group I Mortgage Loans and Group II
Mortgage Loans outstanding as of the preceding Determination Date;
(vii) the Group I-A Principal Balance, the Group II-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 Group I Adjusted Pool Amount, the Group II
Adjusted Pool Amount, the Group II Adjusted Pool Amount (PO Portion),
the Group II Adjusted Pool Amount (PO Portion), the Group I Pool
Scheduled Principal Balance of the Group I Mortgage Loans for such
Distribution Date, the Group II Pool Scheduled Principal Balance of the
Group II Mortgage Loans for such Distribution Date, the aggregate
Scheduled Principal Balance of the Group I Discount Mortgage Loans for
such Distribution Date and (ii) the aggregate Scheduled Principal
Balance of the Group II Discount Mortgage Loans for such Distribution
Date;
(ix) the aggregate Scheduled Principal Balances of the
Group I Mortgage Loans and Group II Mortgage Loans serviced by Norwest
Mortgage and, collectively, by the Other Servicers as of such
Distribution Date;
(x) the Group I-A Percentage and Group II-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 Group I-A Prepayment Percentage and Group II-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 Group I Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Percentages and Group II 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 Group I Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Prepayment Percentages and Group II 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 Group
I Mortgage Loans and Group II Mortgage Loans delinquent (a) one month,
(b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the
Group I Mortgage Loans and Group II Mortgage Loans in foreclosure as of
the preceding Determination Date;
(xvi) the book value of any real estate with respect to
Group I Mortgage Loans or Group II Mortgage Loans 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 with respect to Group I Mortgage Loans and Group II Mortgage
Loans 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 with respect to Group I Mortgage
Loans and Group II Mortgage Loans;
(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 with respect to Group I Mortgage Loans and Group II Mortgage
Loans allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Group I Mortgage
Loan or Group II 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 I-A-PO Deferred Amount and Class II-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 Trustee, 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 I-A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class I-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 Trustee, 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 Group I-A Distribution Amount or Group II-A
Distribution Amount, as applicable, 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 Trustee 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 I-A-PO, Class II-A-PO, Class B-4, Class B-5
or Class B-6 Certificate such additional information, if any, as may be required
to permit the proposed transfer to be effected pursuant to Rule 144A.
Section 4.05 Reports to Mortgagors and the Internal Revenue
Service.
The Master Servicer shall, in each year beginning after the
Cut-Off Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
Section 4.06 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer.
The Master Servicer will compute the amount of all
distributions to be made on the Certificates and all losses to be allocated to
the Certificates. In the event that the Master Servicer concludes that any
ambiguity or uncertainty exists in any provisions of this Agreement relating to
distributions to be made on the Certificates or the allocation of losses to the
Certificates, the interpretation of such provisions and any actions taken by the
Master Servicer in good faith to implement such interpretation shall be binding
upon Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Class A and Class B Certificates shall be issued only
in minimum Denominations of a Single Certificate and, except for the Class
I-A-PO, Class I-A-R and Class II-A-PO Certificates, integral multiples of $1,000
in excess thereof (except, if necessary, for one Certificate of each Class
(other than the Class I-A-R Certificates) that evidences one Single Certificate
plus such additional principal portion as is required in order for all
Certificates of such Class to equal the aggregate Original Principal Balance of
such Class, as the case may be), and shall be substantially in the respective
forms set forth as Exhibits A-I-A-1, A-I-A-2, A-I-A-3, A-I-A-4, A-I-A-PO,
A-I-A-R, A-II-A-1, A-II-A-PO, 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 Trustee to or upon the order of the Seller upon receipt by
the Trustee 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 Trustee by any Responsible Officer thereof.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Trustee shall bind the Trustee
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 Trustee, 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 Trustee 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 Trustee 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 Trustee at the Corporate Trust Office.
Section 5.02 Registration of Certificates.
(a) The Trustee 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 Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee 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 Trustee 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 Trustee 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 Trustee) 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 Trustee 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 Trustee or the Authenticating
Agent in accordance with their standard procedures.
(b) No transfer of a Class I-A-PO, Class II-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 Trustee 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 I-A-PO, Class II-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 Trustee 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 Trustee, the Seller or the Master Servicer, and (ii) the Trustee
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 Trustee the facts surrounding such transfer,
which investment letter shall not be an expense of the Trustee, the Seller or
the Master Servicer. The Holder of a Class I-A-PO, Class II-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 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 Trustee is under an
obligation to register the Class I-A-PO, Class II-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 I-A-PO, Class II-A-PO or Class B
Certificate shall be made (other than the transfer of the Class I-A-PO and Class
II-A-PO Certificates to an affiliate of the Seller on the Closing Date) unless
the Trustee shall have received (i) a representation letter from the transferee
in the form of Exhibit J hereto, in the case of a Class I-A-PO, Class II-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 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 I-A-PO, Class II-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 Trustee and the
Seller to the effect that the purchase or holding of such Class I-A-PO, Class
II-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 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 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
Trustee, the Seller or the Master Servicer. The Class I-A-PO, Class II-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 I-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 I-A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee 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 Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class I-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 I-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 Trustee shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class I-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 Trustee shall accept a surrender for
transfer or registration of transfer, or register the transfer of, the Class
I-A-R Certificate, unless the transferor shall have provided to the Trustee 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 I-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
I-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 I-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 I-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 I-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
I-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 I-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 I-A-R Certificate, and (ii) the Master Servicer agrees to furnish to
the Internal Revenue Service and to any transferor of the Class I-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 I-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 Trustee
or the Authenticating Agent, or the Trustee 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 Trustee 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 Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee 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 Trustee 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 Trustee 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
Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee 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
Certificate Registrar nor any agent of the Seller, the Master Servicer, the
Trustee 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 Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee 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 Trustee, 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 Trustee 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
Trustee. 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 Trustee is not the Certificate
Registrar, the Trustee 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 and the Trustee that neither the Seller, the Master Servicer, the
Certificate Registrar 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 Trustee 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 Trustee 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 Trustee 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 Trustee 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
Trustee 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 Trustee 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 Trustee 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 Trustee 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 nor the Trustee
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 Trustee 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. No
such resignation shall become effective until the Trustee 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 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 (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, in the exercise of its reasonable
judgment, and executes and delivers to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, 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 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 and Seller by Master
Servicer.
The Master Servicer shall indemnify and hold harmless the
Trustee 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 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 FHMLC, 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 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 Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, 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 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 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 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 may, but need not if the Trustee 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, the Trustee 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 Trustee to Act; Appointment of Successor.
When the Master Servicer receives notice of termination
pursuant to Section 7.01 or the Trustee receives the resignation of the Master
Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee 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
Trustee 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 Trustee 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
Trustee 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
Trustee is required to solicit bids as provided above, the Trustee 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 Trustee 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 Trustee 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 Trustee 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 Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee 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
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee 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
Trustee 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 Trustee 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 Trustee) 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 Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, 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
Section 8.01 Duties of Trustee.
The Trustee, 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, 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, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee 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 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 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 shall be determined solely by
the express provisions of this Agreement, the Trustee 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,
in the absence of bad faith on the part of the Trustee, the Trustee 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 conforming to the requirements of
this Agreement;
(ii) The Trustee 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, or exercising any trust or power conferred upon the Trustee
under this Agreement; and
(iii) The Trustee shall not be liable for any error of
judgment made in good faith by any of its Responsible Officers, unless
it shall be proved that the Trustee 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 to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers if there is reasonable ground for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.
Section 8.02 Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee 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 and prescribe;
(ii) The Trustee 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 advice or Opinion of Counsel;
(iii) The Trustee shall not 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 Trustee 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 Trustee may be required to act as Master Servicer pursuant to
Section 7.05 and thereupon only for the acts or omissions of the
Trustee as successor Master Servicer; and
(v) The Trustee 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 Trustee Not 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, the Trustee
shall not 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 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, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee 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, shall be repaid
by the Master Servicer upon demand.
Section 8.04 Trustee Not 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 the Trustee assumes no responsibility as to
the correctness of the same. The Trustee makes no representation for the
correctness of the same. The Trustee makes no 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, the Trustee shall not 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 May Own Certificates.
The Trustee 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 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 the Trustee
from time to time, and the Trustee 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 and the
Master Servicer will pay or reimburse the Trustee 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.
The Trustee 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 shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
Section 8.08 Resignation and Removal.
The Trustee 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. Upon receiving such notice of resignation, the Master Servicer shall
promptly appoint a successor trustee 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 shall have been appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
If at any time the Trustee 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 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 of the
property or affairs of the Trustee 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 appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.
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 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 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 appointed as provided in Section 8.08
shall execute, acknowledge and deliver to the Master Servicer and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee 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
herein. The predecessor trustee 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 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 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, the successor trustee
shall cause such notice to be mailed at the expense of the Master Servicer.
Section 8.10 Merger or Consolidation.
Any Person into which the Trustee 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 shall be a party, or any Person succeeding to
the business of such entity, shall be the successor of the Trustee 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 shall deliver an Opinion of Counsel to the
Seller and the Master Servicer to the effect that such merger, consolidation,
sale or transfer will not subject the REMIC to federal, state or local tax or
cause the REMIC to not qualify as a REMIC, which Opinion of Counsel shall be at
the sole expense of the Trustee.
Section 8.11 Authenticating Agent.
The Trustee may appoint an Authenticating Agent, which shall
be authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee 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 Trustee 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 Seller
and the Master Servicer. The Trustee 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 Trustee 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 Trustee.
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 Trustee 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 Trustee, by entering into a Custodial Agreement. Subject to this Article
VIII, the Trustee 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 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
other 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 action required by
law to be performed directly by the Trustee, the Trustee, 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 Trustee 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 I-A-1,
Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-PO, Class I-A-R, Class II-A-1
and Class II-A-PO Certificates and the Class B-l, 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
I-A-R Certificateholder for such purpose (or if the Master Servicer is not so
permitted, the Holder of the Class I-A-R Certificate shall be tax matters person
in accordance with the REMIC Provisions). The Master Servicer shall be entitled
to be reimbursed pursuant to Section 3.02 for any taxes paid by it pursuant to
clause (x) of the preceding sentence, except to the extent that such taxes are
imposed as a result of the bad faith, willful misfeasance or gross negligence of
the Master Servicer in the performance of its obligations hereunder. The Trustee
shall sign the tax returns referred to in clause (i) of the second preceding
sentence.
In order to enable the Master Servicer 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 or the Trustee, as the case may be, promptly upon request
therefor, any such additional information or data that the Master Servicer 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 and the Trustee for any losses,
liabilities, damages, claims or expenses of the Master Servicer or the Trustee
arising from any errors or miscalculations by the Master Servicer 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
or the Trustee, as the case may be, on a timely basis. The Master Servicer
hereby indemnifies the Seller and the Trustee for any losses, liabilities,
damages, claims or expenses of the Seller 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 Trustee prepares any of the federal, state and local tax
returns of the REMIC as described above, the Trustee hereby indemnifies the
Seller and the Master Servicer for any losses, liabilities, damages, claims or
expenses of the Seller or the Master Servicer arising from the Trustee'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 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 or the Trustee to 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 Trustee shall make a Periodic Advance as
required by Section 3.03 hereof; PROVIDED, HOWEVER, the Trustee 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
Trustee 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.
<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 and the Trustee created
hereby (other than the obligation of the Trustee 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 Trustee 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 11.19. In the case of any purchase by the Seller pursuant to
said clause (i), the Seller shall provide to the Trustee the certification
required by Section 3.04 and the Trustee 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 Trustee 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 Trustee (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 Trustee 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 Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee 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
Trustee 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 I-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 Trustee 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 Trustee 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
Trustee (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 Trustee 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 Trustee 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 Trustee 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 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 has 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 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, the
Trustee shall not 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 Trustee 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 Trustee 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 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:
(a) changing the Applicable Unscheduled Principal Receipt
Period for Exhibit F-1A Mortgage Loansand Exhibit F-1B
Mortgage Loans to a Mid-Month Receipt Period with respect
to all Unscheduled Principal Receipts; or
(b) 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 Trustee.
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 Trustee,
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 Trustee 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 Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, 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 Trustee, 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 Trustee 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 Integrated Structured Assets, Inc., 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Chief Executive Officer, or
such other address as may hereafter be furnished to the Master Servicer 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 and
(iii) in the case of the Trustee, 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, 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 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 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 Trustee 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 pursuant
to Section 8.08;
(iii) the appointment of a successor trustee 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 Cut-Off Date.
The Cut-Off Date for the Certificates is March 1, 1999.
Section 11.02 Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is
$222,297,575.89.
Section 11.03 Original Group I-A Percentage.
The Original Group I-A Percentage is 92.99766855%.
Section 11.04 Original Group II-A Percentage.
The Original Group II-A Percentage is 92.99346858%.
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 I-A-1 $ 130,136,000.00
Class I-A-2 $ 6,860,000.00
Class I-A-3 $ 17,023,000.00
Class I-A-4 $ 4,246,800.00
Class I-A-PO $ 56,678.60
Class I-A-R $ 100.00
Class II-A-1 $ 48,365,647.00
Class II-A-PO $ 48,519.13
Section 11.06 Original Aggregate Non-PO Principal Balance.
The Original Aggregate Non-PO Principal Balance is
$222,192,378.16.
Section 11.07 Original Aggregate Subordinate Percentage.
The Original Aggregate Subordinate Percentage is 7.00331456%.
Section 11.08 Original Class B Principal Balance.
The Original Class B Principal Balance is $15,560,831.16.
Section 11.09 Original Group I Subordinated Principal Balance.
The Original Group I Subordinated Principal Balance is
$11,916,753.46.
Section 11.10 Original Group II Subordinated Principal
Balance.
The Original Group II Subordinated Principal Balance is
$3,644,077.70.
Section 11.11 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 $ 5,556,000.00
Class B-2 $ 5,335,000.00
Class B-3 $ 2,224,000.00
Class B-4 $ 1,000,000.00
Class B-5 $ 555,000.00
Class B-6 $ 890,831.16
Section 11.12 Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 4.50277873%.
Section 11.13 Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 2.10170627%.
Section 11.14 Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 1.10077185%.
Section 11.15 Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.65071141%.
Section 11.16 Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 0.40092786%.
Section 11.17 Closing Date.
The Closing Date is March 29, 1999.
Section 11.18 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 aggregate
Scheduled Principal Balance of the Mortgage Loans being less than $22,229,757.59
(10% of the Cut-Off Date Aggregate Principal Balance) at the time of any such
purchase.
Section 11.19 Wire Transfer Eligibility.
With respect to the Class A Certificates (other than the Class
I-A-PO, Class I-A-R and Class II-A-PO 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 I-A-PO and Class
II-A-PO Certificates, the minimum Denomination eligible for wire transfer on
each Distribution Date is 100% Percentage Interest. The Class I-A-R Certificate
is not eligible for wire transfer.
Section 11.20 Single Certificate.
A Single Certificate for the Class I-A-1, Class I-A-3 and
Class II-A-1 Certificates and each Class of 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 I-A-2 and Class I-A-4
Certificates represents a $1,000 Denomination. A Single Certificate for the
Class I-A-PO and Class II-A-PO Certificates represents a Denomination equal to
the respective Original Principal Balance for such Class. A Single Certificate
for the Class I-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.
Section 11.21 Servicing Fee Rate.
The rate used to calculate the Servicing Fee shall be equal to
0.250% per annum.
Section 11.22 Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan shall be 0.017% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer 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 INTEGRATED STRUCTURED ASSETS, INC.
as Seller
By:
--------------------------------------
Name:
Title:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
as Master Servicer
By:
--------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
as Trustee
By:
--------------------------------------
Name:
Title:
Attest:
By: ______________________________________________________
Name: ____________________________________________________
Title: ___________________________________________________
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 29th day of March, 1999, before me, a notary public in
and for the State of Maryland, personally Alan McKenney, known to me who, being
by me duly sworn, did depose and say that he resides at McLean, Virginia; that
he is Vice President of Norwest Integrated Structured Assets, Inc., a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 29th day of March, 1999, before me, a notary public in
and for the State of Maryland, personally appeared Nancy E. Burgess, known to me
who, being by me duly sworn, did depose and say that she resides at Frederick,
Maryland; that she is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 29th day of March, 1999, before me, a notary public in
and for the State of North Carolina, personally appeared ___________________,
known to me who, being by me duly sworn, did depose and say that s/he resides at
_________________, North Carolina; that s/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/her name thereto by
order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 29th day of March, 1999, before me, a notary public in
and for the State of North Carolina, personally appeared _____________________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
SCHEDULE I
Norwest Integrated Structured Assets, Inc.,
Mortgage Asset-Backed Pass-Through Certificates, Series 1999-1
Applicable Unscheduled Principal Receipt Period
<TABLE>
<CAPTION>
FULL UNSCHEDULED PARTIAL UNSCHEDULED
SERVICER PRINCIPAL RECEIPTS PRINCIPAL RECEIPTS
- ------------------------------------------------ -------------------- ---------------------
<S> <C> <C>
Norwest Mortgage, Inc. (Exhibits F-1A and F-1B) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibits F-2A) and F-2B) Mid Month Mid Month
North American Mortgage Company Mid Month Prior Month
Home Side Lending Prior Month Prior Month
Bank United Mid Month Prior Month
National City Mortgage Company Mid Month Prior Month
Home Side Lending Prior Month Prior Month
Columbia Equities, Ltd. Prior Month Prior Month
NOVUS Financial Corporation Prior Month Prior Month
Merrill Lynch Credit Corporation Mid Month Prior Month
</TABLE>
<PAGE>
EXHIBIT A-I-A-1
[FORM OF FACE OF CLASS I-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS I-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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class I-A-1 Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as 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 Group I-A
Distribution Amount for the Class I-A-1 Certificates required to be distributed
to Holders of the Class I-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 Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-1 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class I-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 Trustee 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
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT A-I-A-2
[FORM OF FACE OF CLASS I-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS I-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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class I-A-2 Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as 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 Group I-A
Distribution Amount for the Class I-A-2 Certificates required to be distributed
to Holders of the Class I-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 Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-2 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class I-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 Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its issue
price of 96.63056%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus four 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
100% of the Prepayment Vector (as defined in the Prospectus Supplement dated
March 22, 1999 with respect to the offering of the Class A Certificates (other
than the Class I-A-PO and Class II-A-PO Certificates) and the Class B-1, Class
B-2 and Class B-3 Certificates) used to price this Certificate: (i) the amount
of OID as a percentage of the initial principal balance of this Certificate is
approximately 3.44166667%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 6.92%; and (iii) the amount of
OID allocable to the short first accrual period (March 29, 1999 to April 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01317929%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT A-I-A-3
[FORM OF FACE OF CLASS I-A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS I-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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,
THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class I-A-3 Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as 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 Group I-A
Distribution Amount for the Class I-A-3 Certificates required to be distributed
to Holders of the Class I-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 Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-3 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class I-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 Trustee 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
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT A-I-A-4
[FORM OF FACE OF CLASS I-A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS I-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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class I-A-4 Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as 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 Group I-A
Distribution Amount for the Class I-A-4 Certificates required to be distributed
to Holders of the Class I-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 Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-4 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class I-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 Trustee 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
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT A-I-A-PO
[FORM OF FACE OF CLASS I-A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS I-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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class I-A-PO Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as 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 Group I-A
Distribution Amount for the Class I-A-PO Certificates required to be distributed
to Holders of the Class I-A-PO Certificates on such Distribution Date, subject
to adjustment in certain events as specified in the Agreement. The Class I-A-PO
Certificates are not 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 Trustee for that purpose in the notice
of final distribution.
No transfer of a Class I-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 Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
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 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 Trustee 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 Trustee and the
Seller with respect to certain matters and (b) such other documentation as the
Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, at an issue price of
66.31250% 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 100% of the
Prepayment Vector (as defined in the Prospectus Supplement dated March 22, 1999
with respect to the offering of the Class A Certificates (other than the Class
I-A-PO and Class II-A-PO Certificates) and the 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
33.68750000%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 9.05%; and (iii) the amount of OID allocable to the
short first accrual period (March 29, 1999 to April 25, 1999) as a percentage of
the initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.43308023%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT A-I-A-R
[Form of Face of Class I-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 TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS I-A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS I-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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT __________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holder of the Class I-A-R Certificate with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as 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 Group I-A
Distribution Amount for the Class I-A-R Certificate required to be distributed
to Holders of the Class I-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 Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-R Certificate applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class I-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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT A-II-A-1
[FORM OF FACE OF CLASS II-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS II-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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2014
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class II-A-1 Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as 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 Group II-A
Distribution Amount for the Class II-A-1 Certificates required to be distributed
to Holders of the Class II-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 Group II-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class II-A-1 Certificates applicable to each Distribution Date will be 6.500%
per annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class II-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 Trustee 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
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT A-II-A-PO
[FORM OF FACE OF CLASS II-A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS II-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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2014
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class II-A-PO Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively) formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as 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 Group II-A
Distribution Amount for the Class II-A-PO Certificates required to be
distributed to Holders of the Class II-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class II-A-PO Certificates are not 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 Trustee for that purpose in the notice
of final distribution.
No transfer of a Class II-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 Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
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 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 Trustee 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 Trustee and the
Seller with respect to certain matters and (b) such other documentation as the
Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, at an issue price of
71.46875% 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 100% of the
Prepayment Vector (as defined in the Prospectus Supplement dated March 22, 1999
with respect to the offering of the Class A Certificates (other than the Class
I-A-PO and Class II-A-PO Certificates) and the 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
28.53125000%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 9.11%; and (iii) the amount of OID allocable to the
short first accrual period (March 29, 1999 to April 25, 1999) as a percentage of
the initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.46979423%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS B-1
evidencing an interest in two pools 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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-1 Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates as specified in the Agreement, any Class B-1
Distribution Amount required to be distributed to Holders of the Class B-1
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee 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 Trustee (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 Trustee 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
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS B-2
evidencing an interest in two pools 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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-2 Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-2 Distribution Amount required to be distributed to Holders of the Class B-2
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-2
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee 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 Trustee (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 Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its issue
price of 96.59931%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus four 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
100% of the Prepayment Vector (as defined in the Prospectus Supplement dated
March 22, 1999 with respect to the offering of the Class A Certificates (other
than the Class I-A-PO and Class II-A-PO Certificates) and the Class B-1, Class
B-2 and Class B-3 Certificates) used to price this Certificate: (i) the amount
of OID as a percentage of the initial principal balance of this Certificate is
approximately 3.47291667%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 6.99%; and (iii) the amount of
OID allocable to the short first accrual period (March 29, 1999 to April 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01810738%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS B-3
evidencing an interest in two pools 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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-3 Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-3 Distribution Amount required to be distributed to Holders of the Class B-3
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-3
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee 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 Trustee (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 Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its issue
price of 89.93656%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus four 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
100% of the Prepayment Vector (as defined in the Prospectus Supplement dated
March 22, 1999 with respect to the offering of the Class A Certificates (other
than the Class I-A-PO and Class II-A-PO Certificates) and the Class B-1, Class
B-2 and Class B-3 Certificates) used to price this Certificate: (i) the amount
of OID as a percentage of the initial principal balance of this Certificate is
approximately 10.13566667%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 8.04%; and (iii) the amount of
OID allocable to the short first accrual period (March 29, 1999 to April 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.05230129%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS B-4
evidencing an interest in two pools 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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-4 Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-4 Distribution Amount required to be distributed to Holders of the Class B-4
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-4
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee 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 Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
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 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 Trustee 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 Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its issue
price of 75.03681%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus four 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
100% of the Prepayment Vector (as defined in the Prospectus Supplement dated
March 22, 1999 with respect to the offering of the Class A Certificates (other
than the Class I-A-PO and Class II-A-PO Certificates) and the Class B-1, Class
B-2 and Class B-3 Certificates) used to price this Certificate: (i) the amount
of OID as a percentage of the initial principal balance of this Certificate is
approximately 25.03541667%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 10.84%; and (iii) the amount
of OID allocable to the short first accrual period (March 29, 1999 to April 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.11761577%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS B-5
evidencing an interest in two pools 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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-5 Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-5 Distribution Amount required to be distributed to Holders of the Class B-5
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-5
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee 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 Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
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 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 Trustee 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 Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its issue
price of 62.08368%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus four 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
100% of the Prepayment Vector (as defined in the Prospectus Supplement dated
March 22, 1999 with respect to the offering of the Class A Certificates (other
than the Class I-A-PO and Class II-A-PO Certificates) and the 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 37.98854167%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 14.04%; and (iii) the amount
of OID allocable to the short first accrual period (March 29, 1999 to April 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.15969390%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-1, CLASS B-6
evidencing an interest in two pools 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 INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: April 25, 2029
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-6 Certificates with respect to a Trust Estate
consisting of two pools 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
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First Union
National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-6 Distribution Amount required to be distributed to Holders of the Class B-6
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-6
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee 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 Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
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 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 Trustee 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 Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its issue
price of 25.50556%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus four 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
100% of the Prepayment Vector (as defined in the Prospectus Supplement dated
March 22, 1999 with respect to the offering of the Class A Certificates (other
than the Class I-A-PO and Class II-A-PO Certificates) and the 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 74.56666667%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 34.91%; and (iii) the amount
of OID allocable to the short first accrual period (March 29, 1999 to April 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.17246140%.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:
Authorized Officer:
Countersigned:
First Union National Bank,
Trustee
By:
Authorized Officer:
<PAGE>
EXHIBIT C
[Form of Reverse of Series 1999-1 Certificates]
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 1999-1
This Certificate is one of a duly authorized issue of Certificates issued in
several Classes designated as Mortgage Asset-Backed 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 Trustee, such advances
are reimbursable to such Servicer, the Master Servicer or the Trustee 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
Trustee, as applicable, of advances made by such Servicer, the Master Servicer
or the Trustee.
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, and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer 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 Trustee, duly endorsed by, or accompanied by
an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee 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 Trustee 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 Trustee and the Certificate Registrar, and
any agent of the Seller, the Master Servicer, 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 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 Trustee 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.
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 Asset-Backed
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
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 Trustee (including its successors under the
Pooling and Servicing Agreement defined below, the "Trustee"), NORWEST
INTEGRATED STRUCTURED ASSETS, INC. (together with any successor in interest, the
"Seller"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and ___________________________
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T
---------------------------
WHEREAS, the Seller, the Master Servicer, and the Trustee, have entered
into a Pooling and Servicing Agreement dated as of March 29, 1999 relating to
the issuance of Mortgage Asset-Backed Pass-Through Certificates, Series 1999-1
(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 Trustee 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 Trustee, 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 Trustee 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 Trustee subsequent to the date hereof (the "Custodial Files") as agent for
the Trustee, 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 Trustee 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 Trustee.
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 Trustee.
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 TRUSTEE. 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 Trustee, 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; TRUSTEE 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 Trustee 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 Trustee 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 Trustee may remove the Custodian at any time. In such event, the Trustee
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 Trustee
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 Trustee 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 Trustee shall enter into any amendment hereof except as permitted by the
Pooling and Servicing Agreement. The Trustee 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 Trustee, 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.
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 INTEGRATED STRUCTURED
ASSETS, INC.
7485 New Horizon Way
Frederick, Maryland 21703 By:
Name:___________________________________
Title:__________________________________
Address: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
7485 New Horizon Way By:
Frederick, Maryland 21703 Name:___________________________________
Title:__________________________________
Address: [CUSTODIAN]
By:
Name:___________________________________
Title:__________________________________
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 Integrated
Structured Assets, Inc. 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]
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]
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]
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-1A
[Schedule of Group I Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
<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>
6993462 SNOWMASS VILLAGE CO 81615 PUD 8.250 6.500 $2,146.44 180 1-Nov-11 $202,014.06 75.00
$202,014.06
</TABLE>
(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
- -------- ------- --------- ------- --------- --------- -----------
6993462 0.250 0.017 1.483
COUNT: 1
WAC: 8.25
WAM: 152
WALTV: 75
<PAGE>
EXHIBIT F-1B
[Schedule of Group II Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
<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>
6871520 BATON ROUGE LA 70820 LCO 7.375 6.500 $458.06 360 1-Jun-28 $65,854.46
$65,854.46
</TABLE>
(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
- -------- ----- --------- ---------- -------- ----------- --------- -------
6871520 75.36 0.250 0.017 0.608
COUNT: 1
WAC: 7.375
WAM: 351
WALTV: 75.36
<PAGE>
EXHIBIT F-2A
[Schedule of Group I Mortgage Loans Serviced by Norwest Mortgage
in Frederick, Maryland]
<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>
4695754 NEWARK DE 19713 SFD 7.625 6.500 $1,494.61 180 1-Aug-13 $156,589.94
4748259 OKLAHOMA CITY OK 73118 MF2 6.875 6.500 $574.35 180 1-Sep-13 $63,147.48
4755317 GLASTONBURY CT 06033 SFD 6.875 6.500 $713.48 180 1-Jul-13 $77,917.42
4776507 DUMFRIES VA 22026 SFD 7.625 6.500 $398.88 180 1-Jun-13 $41,522.37
4786129 LISLE IL 60532 SFD 6.875 6.500 $1,890.74 180 1-Aug-13 $203,658.16
4794165 CARLSBAD CA 92008 LCO 7.400 6.500 $1,179.32 180 1-May-13 $118,492.55
4796750 RICHMOND VA 23235 SFD 8.125 6.500 $805.93 180 1-May-13 $81,233.67
4802108 HYANNIS MA 02601 LCO 7.375 6.500 $331.18 180 1-Jul-13 $34,985.95
4803080 LEAGUE CITY TX 77573 SFD 7.375 6.500 $531.26 180 1-Jul-13 $56,308.59
4814084 CENTRE AL 35960 SFD 7.125 6.500 $688.44 180 1-Sep-13 $74,555.56
4815280 ATLANTIC BEACH FL 32233 SFD 7.500 6.500 $908.94 180 1-Aug-13 $95,937.83
4816453 CRESSKILL NJ 07626 SFD 7.250 6.500 $2,510.37 180 1-Dec-13 $272,437.85
4824396 CLOSTER NJ 07624 SFD 7.250 6.500 $1,752.70 180 1-Sep-13 $188,389.66
4825029 HILLSBOROUGH NJ 08876 MF2 8.375 6.500 $781.95 180 1-Aug-13 $78,401.53
4825991 ASHTABULA OH 44004 SFD 7.625 6.500 $495.09 180 1-Oct-13 $47,081.74
4829240 GREENSBORO NC 27410 MF2 7.250 6.500 $356.02 180 1-Sep-13 $38,266.64
4831331 MORAINE OH 45439 SFD 8.500 6.500 $292.97 180 1-Jun-13 $28,885.00
4832006 DEAL NJ 07723 SFD 7.875 6.500 $1,422.68 180 1-Feb-14 $149,561.70
4835058 ATLANTIC BEACH FL 32233 SFD 7.375 6.500 $2,244.62 180 1-Sep-13 $239,460.53
4835977 BOWLING GREEN KY 42101 SFD 7.875 6.500 $1,892.16 180 1-Apr-13 $192,873.04
4836081 CLINTON MO 64735 SFD 7.375 6.500 $603.47 180 1-Sep-13 $64,379.58
4838461 ESKO MN 55733 SFD 7.375 6.500 $515.16 180 1-Jul-13 $53,909.30
4840388 BRENTWOOD PA 15227 MF2 7.500 6.500 $577.53 180 1-Oct-13 $61,347.41
4842466 FRANKLIN SQUARE NY 11010 MF2 7.250 6.500 $1,574.69 180 1-Dec-13 $170,892.82
4842476 MONTGOMERY AL 36109 SFD 7.500 6.500 $545.09 180 1-Sep-13 $57,717.67
4842478 DECATUR GA 30030 SFD 7.375 6.500 $1,931.84 180 1-Nov-13 $207,076.28
4844634 BREA CA 92821 SFD 7.625 6.500 $915.45 180 1-Sep-13 $96,215.42
4845446 CENTRE AL 35960 SFD 7.000 6.500 $826.93 180 1-Sep-13 $90,232.82
4846965 BOWLING GREEN OH 43402 SFD 7.750 6.500 $560.06 180 1-Oct-13 $58,609.63
4847486 HOUSTON TX 77054 LCO 7.500 6.500 $259.57 180 1-Sep-13 $27,484.58
4848870 MIDDLETOWN OH 45044 SFD 7.375 6.500 $574.03 180 1-Dec-13 $61,824.89
4849031 STATEN ISLAND NY 10301 MF4 7.625 6.500 $1,193.36 180 1-Dec-13 $126,597.86
4850237 TEMPE AZ 85281 LCO 7.750 6.500 $470.64 180 1-Sep-13 $49,074.93
4851090 WILMINGTON NC 28405 SFD 7.125 6.500 $1,068.89 180 1-Oct-13 $116,136.69
4857649 HAMPTON VA 23669 SFD 7.500 6.500 $512.18 180 1-Oct-13 $54,405.16
4858024 WOODMERE NY 11598 MF2 7.750 6.500 $1,506.05 180 1-Dec-13 $158,572.67
4859541 LEETSDALE PA 15056 MF3 7.375 6.500 $547.36 180 1-Nov-13 $58,727.01
4859554 FREEDOM PA 15042 SFD 7.250 6.500 $979.05 180 1-Nov-13 $105,908.80
4863332 OAKLAND CA 94618 LCO 7.125 6.500 $1,448.43 180 1-Nov-13 $157,886.05
4863761 FORT LAUDERDALE FL 33308 MF2 7.375 6.500 $912.57 180 1-Nov-13 $97,977.18
4864405 AMITE LA 70422 SFD 7.125 6.500 $615.97 180 1-Oct-13 $66,926.22
4864446 COROLLA NC 27927 SFD 7.375 6.500 $2,605.23 180 1-Nov-13 $279,709.07
4864891 BURLEY ID 83318 SFD 7.500 6.500 $661.89 180 1-Oct-13 $70,288.73
4867131 AUSTIN TX 78723 MF2 7.500 6.500 $600.71 180 1-Oct-13 $63,809.15
4868156 CARROLLTON TX 75007 SFD 6.750 6.483 $622.98 180 1-Oct-13 $69,252.26
4869618 SILVER SPRING MD 20902 THS 6.875 6.500 $679.15 180 1-Dec-13 $75,301.79
4871010 HARTSDALE NY 10530 COP 8.375 6.500 $483.83 180 1-Jan-14 $49,208.91
4871239 FLUSHING NY 11355 MF2 7.500 6.500 $1,529.57 180 1-Sep-13 $161,962.97
4871383 PLAINVIEW NY 11803 SFD 7.250 6.500 $1,716.18 180 1-Dec-13 $186,248.42
4873320 WOODLAWN TN 37191 SFD 6.625 6.358 $611.08 180 1-Sep-13 $68,220.10
4874671 SUMMERLAND KEY FL 33042 SFD 7.250 6.500 $3,258.92 180 1-Dec-13 $353,673.85
4874866 FISHERS IN 46038 SFD 6.625 6.358 $651.47 180 1-Oct-13 $72,442.09
4875960 INDIANAPOLIS IN 46237 SFD 7.000 6.500 $755.02 180 1-Oct-13 $82,659.34
4876467 FAIRLAWN NJ 07410 SFD 7.750 6.500 $1,317.79 180 1-Nov-13 $138,329.42
4881707 BEECH GROVE IN 46107 SFD 7.000 6.500 $440.43 180 1-Oct-13 $48,217.94
4881712 INDIANAPOLIS IN 46268 LCO 7.750 6.500 $372.75 180 1-Oct-13 $39,007.39
4882035 DALLAS TX 75206 MF2 8.000 6.500 $1,080.36 180 1-Nov-13 $111,730.11
4884438 INDIANAPOLIS IN 46222 SFD 6.125 5.858 $110.59 180 1-Nov-13 $12,769.89
4885665 CLOVIS NM 88101 SFD 6.875 6.500 $891.86 180 1-Nov-13 $98,713.22
4887258 ELYRIA OH 44035 SFD 7.125 6.500 $489.15 180 1-Nov-13 $53,319.85
4890336 GATLINBURG TN 37738 LCT 7.125 6.500 $355.09 180 1-Nov-13 $38,706.26
4891371 MORNINGVIEW KY 41063 SFD 7.250 6.500 $456.43 180 1-Dec-13 $49,534.15
4891380 TAYLOR MILL KY 41015 SFD 7.250 6.500 $1,051.62 180 1-Dec-13 $114,126.68
4894702 TULSA OK 74105 SFD 6.875 6.500 $1,159.41 180 1-Dec-13 $127,573.30
4896936 REDMOND WA 98053 SFD 7.000 6.500 $2,876.25 180 1-Dec-13 $316,953.55
4897796 EASTPORT NY 11941 LCO 7.875 6.500 $948.45 180 1-Dec-13 $99,117.63
4901174 LANCASTER NY 14086 SFD 7.875 6.500 $659.41 180 1-Dec-13 $68,911.53
4906697 SACRAMENTO CA 95824 SFD 6.875 6.500 $564.99 180 1-Dec-13 $62,740.38
4907279 WESLEY CHAPEL FL 33543 SFD 7.125 6.500 $634.09 180 1-Nov-13 $69,118.33
4908606 ACWORTH GA 30102 SFD 7.625 6.500 $653.89 180 1-Dec-13 $69,368.72
4908614 MARIETTA GA 30062 SFD 7.625 6.500 $732.36 180 1-Dec-13 $77,692.95
4909835 STILLWATER OK 74075 MF2 7.375 6.500 $975.12 180 1-Dec-13 $105,023.04
4909938 OSAGE BEACH MO 65065 LCO 7.625 6.500 $579.16 180 1-Nov-13 $61,252.10
4910829 KEYSTONE CO 80435 HCO 7.500 6.500 $1,216.71 180 1-Dec-13 $130,053.36
4911357 MANOR PA 15665 SFD 7.750 6.500 $489.47 180 1-Dec-13 $51,536.10
4913874 CAPE CORAL FL 33904 MF2 8.000 6.500 $602.07 180 1-Dec-13 $62,450.14
4913903 JONESBORO AR 72404 SFD 7.500 6.500 $903.84 180 1-Jan-14 $96,785.96
4914335 NORWALK CT 06854 MF3 7.750 6.500 $1,449.57 180 1-Jan-14 $153,087.08
4915444 FAIRPORT NY 14450 MF2 8.125 6.500 $895.49 180 1-Jan-14 $92,466.60
4915456 HOMESTEAD FL 33031 SFD 7.500 6.500 $1,965.27 180 1-Dec-13 $210,067.16
4917483 HAMILTON OH 45015 SFD 7.375 6.500 $448.46 180 1-Jan-14 $48,451.37
4917537 DOUGLASVILLE GA 30134 SFD 8.250 6.500 $339.55 180 1-Nov-13 $34,600.19
4917564 COLUMBUS OH 43223 SFD 7.875 6.500 $515.96 180 1-Jan-14 $54,081.04
4917568 COLUMBUS OH 43207 SFD 7.875 6.500 $546.31 180 1-Jan-14 $57,262.28
4917745 FENTON MO 63026 SFD 7.875 6.500 $521.65 180 1-Feb-14 $54,839.29
4918740 HOWARD BEACH NY 11414 MF2 7.625 6.500 $1,700.12 180 1-Dec-13 $180,358.63
4919591 ALTON IL 62002 SFD 8.625 6.500 $223.22 180 1-Dec-13 $22,314.17
4919805 COLORADO SPRINGS CO 80906 MF2 8.000 6.500 $988.87 180 1-Dec-13 $102,571.89
4920060 WARMINSTER PA 18974 SFD 7.375 6.500 $1,398.29 180 1-Jan-14 $150,599.06
4922349 MIAMI FL 33135 MF2 8.125 6.500 $844.93 180 1-Dec-13 $86,992.50
4923278 BOGART GA 30622 SFD 7.625 6.500 $2,421.27 180 1-Dec-13 $252,171.69
4924091 CORDOVA TN 38018 SFD 7.625 6.500 $1,120.03 180 1-Jan-14 $116,214.24
4924527 DANIA FL 33004 SFD 7.500 6.500 $571.97 180 1-Jan-14 $61,326.15
4925184 ISLIP NY 11751 SFD 7.000 6.500 $1,035.46 180 1-Mar-14 $115,200.00
4928799 NANUET NY 10954 SFD 7.750 6.500 $790.67 180 1-Jan-14 $82,523.35
4928813 ANCHORAGE AK 99517 SFD 7.750 6.500 $705.96 180 1-Dec-13 $74,330.94
4932571 BERRIEN SPRINGS MI 49103 MF4 7.500 6.500 $590.97 180 1-Dec-13 $63,121.90
4932600 ANCHORAGE AK 99517 MF4 7.625 6.500 $1,439.49 180 1-Dec-13 $152,710.26
4934194 SILOAM SPRINGS AR 72761 SFD 6.875 6.500 $2,762.96 180 1-Jul-13 $301,735.15
4937848 ALTON IL 62002 MF3 8.250 6.500 $509.32 180 1-Mar-14 $52,500.00
4937854 ALTON IL 62002 MF4 8.250 6.500 $516.11 180 1-Mar-14 $53,200.00
4937867 ALTON IL 62002 MF2 8.250 6.500 $529.70 180 1-Mar-14 $54,600.00
4938481 DOUGLASVILLE GA 30135 SFD 8.500 6.500 $344.66 180 1-Jan-14 $34,805.83
4938500 DOUGLASVILLE GA 30134 SFD 8.500 6.500 $344.66 180 1-Jan-14 $33,427.72
4938573 KEYSTONE CO 80435 LCO 7.375 6.500 $933.73 180 1-Feb-14 $101,190.07
4938894 RIDGEWOOD NJ 07451 SFD 7.250 6.500 $2,263.90 180 1-Feb-14 $247,234.43
4939826 MILTON DE 19968 SFD 7.625 6.500 $817.36 180 1-Jan-14 $86,975.60
4940520 FAIRBORN OH 45324 MF2 7.375 6.500 $459.97 180 1-Mar-14 $50,000.00
4941338 PIGEON FORGE TN 37863 HCO 8.000 6.500 $709.10 180 1-Jan-14 $73,769.71
4941923 SOUTHAVEN MS 38671 SFD 8.000 6.500 $764.52 180 1-Jan-14 $79,536.09
4943298 NORTH MYRTLE BEACH SC 29582 LCO 8.250 6.500 $915.82 180 1-Jan-14 $93,864.53
4945816 ST. PAUL MN 55106 MF2 7.875 6.500 $663.92 180 1-Feb-14 $69,795.46
4946547 DALLAS TX 75208 MF2 7.875 6.500 $496.99 180 1-Jan-14 $52,092.77
4946821 AUSTIN TX 78702 SFD 6.875 6.500 $445.93 180 1-Mar-14 $50,000.00
4946875 RIDGEWOOD NY 11385 MF2 7.500 6.500 $1,385.89 180 1-Feb-14 $149,048.49
4947416 HUDSON NC 28638 SFD 8.125 6.500 $492.04 180 1-Feb-14 $50,953.95
4947448 CINCINNATI OH 45255 SFD 7.250 6.500 $5,214.28 180 1-Jan-14 $567,662.79
4947626 GOSHEN NY 10924 MF2 8.125 6.500 $818.45 180 1-Jan-14 $84,210.46
4948316 LINCOLN PARK NJ 07035 SFD 6.750 6.483 $1,226.49 180 1-Dec-13 $137,251.85
4949308 DOUGLASVILLE GA 30134 SFD 8.500 6.500 $344.66 180 1-Jan-14 $34,805.83
4951558 MILTON DE 19968 SFD 7.625 6.500 $840.72 180 1-Jan-14 $89,460.61
4951562 MILTON DE 19968 SFD 7.625 6.500 $840.72 180 1-Jan-14 $89,460.61
4951804 PATERSON NJ 07502 MF3 8.000 6.500 $955.65 180 1-Mar-14 $100,000.00
4953454 DALLAS TX 75208 MF2 7.875 6.500 $496.99 180 1-Jan-14 $52,092.77
4956054 GRANITE BAY CA 95746 SFD 6.500 6.233 $1,376.35 180 1-Feb-14 $157,479.48
4957055 VISALIA CA 93291 SFD 7.000 6.500 $413.47 180 1-Mar-14 $46,000.00
4957572 HATFIELD PA 19440 MF2 7.125 6.500 $1,050.77 180 1-Mar-14 $116,000.00
4957601 TELLURIDE CO 81435 SFD 7.500 6.500 $5,256.17 180 1-Mar-14 $567,000.00
4957608 LAUDERDALE LAKES FL 33308 SFD 7.500 6.500 $661.89 180 1-Mar-14 $71,400.00
4961597 GULFPORT MS 39503 SFD 8.000 6.500 $614.96 180 1-Feb-14 $64,164.04
4962332 FORT LAUDERDALE FL 33301 SFD 7.500 6.500 $480.20 180 1-Mar-14 $51,800.00
4962336 FORT LAUDERDALE FL 33307 SFD 7.500 6.500 $454.24 180 1-Mar-14 $49,000.00
4964877 GLENDALE AZ 85304 SFD 7.500 6.500 $617.40 180 1-Mar-14 $66,600.00
4964880 GLENDALE AZ 85301 SFD 7.500 6.500 $800.94 180 1-Mar-14 $86,400.00
4964881 PHOENIX AZ 85051 SFD 7.500 6.500 $709.17 180 1-Mar-14 $76,500.00
4968287 CANTON GA 30114 SFD 6.875 6.500 $445.93 180 1-Mar-14 $50,000.00
4968325 GULFPORT MS 39507 SFD 8.250 6.500 $414.74 180 1-Feb-14 $42,629.17
4971794 COPPELL TX 75019 SFD 6.875 6.500 $634.56 180 1-Mar-14 $71,150.00
4971806 FAIRBORN OH 45385 MF2 7.375 6.500 $425.93 180 1-Mar-14 $46,300.00
4975462 HOUSTON TX 77083 PUD 7.250 6.500 $715.69 180 1-Mar-14 $78,400.00
4975742 MIAMI FL 33137 LCO 7.625 6.500 $264.83 180 1-Mar-14 $28,350.00
4978810 DOUGLASVILLE GA 30134 SFD 8.375 6.500 $390.97 180 1-Mar-14 $40,000.00
4979115 LOS ANGELES CA 90048 LCO 6.750 6.483 $991.10 180 1-Mar-14 $112,000.00
4979126 JACKSON MS 39206 SFD 7.750 6.500 $338.86 180 1-Mar-14 $36,000.00
4979178 KENNESAW GA 30144 SFD 7.500 6.500 $865.83 180 1-Mar-14 $93,400.00
6428146 SANTA FE NM 87501 SFD 7.750 6.500 $1,058.94 180 1-Aug-13 $109,817.63
6706820 BULLHEAD CITY AZ 86442 SFD 7.750 6.500 $1,030.70 180 1-Jul-13 $105,216.00
6801722 NEWARK DE 19702 PUD 7.875 6.500 $554.84 180 1-Sep-13 $57,457.42
6826764 CHAMBERSBURG PA 17201 SFD 6.875 6.500 $1,783.71 180 1-Jun-13 $194,125.77
6985340 COLUMBUS OH 43202 MF2 7.750 6.500 $475.34 180 1-Aug-13 $49,435.19
6987221 COLUMBUS OH 43202 MF2 7.750 6.500 $484.76 180 1-Aug-13 $50,414.05
6988564 ALEXANDRIA MN 56308 SFD 7.500 6.500 $827.82 180 1-Jul-13 $87,094.65
7024263 RICHMOND VA 23228 SFD 7.375 6.500 $883.13 180 1-Jan-14 $95,411.94
7029417 GREENSBURG PA 15601 SFD 7.625 6.500 $700.60 180 1-Aug-13 $73,401.51
7068041 SARASOTA FL 34236 MF2 7.750 6.500 $683.84 180 1-Aug-13 $71,118.09
7078625 CRANSTON RI 02910 MF2 7.875 6.500 $867.83 180 1-Aug-13 $89,486.80
7083482 EL PASO TX 79925 SFD 7.875 6.500 $431.54 180 1-Aug-13 $44,325.16
7088388 NASSAU BAY TX 77058 SFD 7.125 6.500 $2,173.63 180 1-Aug-13 $234,511.00
7092644 LAS VEGAS NM 87701 MAN 7.000 6.500 $539.30 180 1-Sep-13 $58,847.51
7101295 MT LAUREL NJ 08054 SFD 7.500 6.500 $1,425.28 180 1-Sep-13 $150,920.06
7109667 ATLANTA GA 30305 PUD 7.250 6.500 $2,036.60 180 1-Sep-13 $218,904.87
7112942 CHAPEL HILL NC 27514 SFD 7.250 6.500 $2,978.22 180 1-Oct-13 $321,153.15
7112943 RIO RANCHO NM 87124 SFD 7.500 6.500 $1,379.39 180 1-Aug-13 $145,594.67
7117621 LONDONDERRY NH 03053 SFD 7.250 6.500 $885.48 180 1-Nov-13 $95,487.71
7118928 HOLUALOA HI 96725 SFD 7.000 6.500 $2,236.28 180 1-Oct-13 $243,758.89
7124665 JACKSONVILLE NC 28546 SFD 7.500 6.500 $370.80 180 1-Oct-13 $39,388.41
7125338 HURST TX 76054 MF2 7.250 6.500 $1,022.41 180 1-Sep-13 $109,893.97
7128341 YERINGTON NV 89447 MF2 7.250 6.500 $766.80 180 1-Sep-13 $81,840.46
7138745 MARBLEHEAD MA 01945 SFD 7.375 6.500 $2,299.81 180 1-Nov-13 $246,031.84
7149284 AVON CT 06001 SFD 7.500 6.500 $964.09 180 1-Sep-13 $101,576.32
7153459 WHITE PLAINS NY 10606 LCO 6.625 6.358 $877.12 180 1-Nov-13 $98,586.82
7163381 BALDWINSVILLE NY 13027 SFD 7.500 6.500 $775.91 180 1-Oct-13 $82,420.20
7164464 GREELEY CO 80631 MF2 7.875 6.500 $763.98 180 1-Nov-13 $79,588.77
7167095 JACKSONVILLE NC 28546 SFD 6.750 6.483 $530.95 180 1-Sep-13 $58,822.86
7177764 FORT RIPLEY MN 56449 SFD 7.125 6.500 $1,413.10 180 1-Oct-13 $153,096.98
7186949 PERU IN 46970 SFD 7.875 6.500 $294.49 180 1-Nov-13 $30,683.52
7186963 PERU IN 46970 SFD 7.875 6.500 $273.15 180 1-Oct-13 $28,363.43
7196578 TARPON SPRINGS FL 34689 SFD 7.375 6.500 $657.75 180 1-Oct-13 $70,394.90
7206047 PITTSBURGH PA 15236 SFD 7.375 6.500 $539.08 180 1-Oct-13 $57,694.08
7206203 JACKSONVILLE BEAC FL 32250 SFD 6.625 6.358 $707.88 180 1-Nov-13 $79,565.22
7210517 OSSINING NY 10562 LCO 7.375 6.500 $1,655.86 180 1-Nov-13 $177,781.20
7211183 IRVINE CA 92604 LCO 7.375 6.500 $1,039.51 180 1-Nov-13 $111,607.11
7212670 RUTHERON NM 87551 SFD 7.500 6.500 $813.92 180 1-Nov-13 $86,729.34
7213686 LAGUNA HILLS CA 92653 SFD 7.000 6.500 $2,458.30 180 1-Nov-13 $270,018.15
7217667 PORTERVILLE CA 93257 SFD 6.750 6.483 $328.30 180 1-Oct-13 $36,495.17
7221590 BULLHEAD CITY AZ 86429 SFD 7.375 6.500 $1,701.86 180 1-Dec-13 $183,294.92
7223778 NORTH CHARLESTON SC 29418 SFD 7.750 6.500 $211.98 180 1-Oct-13 $22,182.98
7224136 NORTH FORK ID 83466 SFD 7.250 6.500 $876.35 180 1-Oct-13 $94,500.24
7227448 HIGH ROLLS NM 88317 SFD 7.125 6.500 $724.66 180 1-Oct-13 $78,736.80
7228151 BIG RIVER CA 92242 SFD 7.750 6.500 $301.21 180 1-Nov-13 $31,618.15
7231665 NEWTON CENTER MA 02159 SFD 6.750 6.483 $2,212.27 180 1-Nov-13 $246,660.89
7234037 LA PORTE IN 46350 SFD 7.000 6.500 $503.34 180 1-Oct-13 $55,005.69
7235449 BRANDON FL 33510 SFD 7.625 6.500 $1,868.26 180 1-Oct-13 $196,974.66
7238371 KEENE NH 03431 MF2 7.375 6.500 $600.25 180 1-Nov-13 $64,445.69
7238835 SALT LAKE CITY UT 84103 MF4 6.750 6.483 $1,951.23 180 1-Nov-13 $217,632.24
7239703 MELBOURNE FL 32935 LCO 7.375 6.500 $347.73 180 1-Nov-13 $37,334.05
7258001 HOSCHTON GA 30548 MF2 7.750 6.500 $790.67 180 1-Dec-13 $83,250.67
7270995 SEA ISLE CITY NJ 08243 SFD 6.750 6.483 $5,375.83 180 1-Nov-13 $599,599.08
7282836 WICKLIFFE OH 44095 LCO 7.250 6.500 $500.25 180 1-Nov-13 $54,117.17
7283511 WAREHAM MA 02571 SFD 8.625 6.500 $399.81 180 1-Dec-13 $39,967.16
7283842 MELBOURNE FL 32934 SFD 7.250 6.500 $1,329.13 180 1-Nov-13 $143,785.79
7283938 LARGO FL 33778 SFD 7.250 6.500 $702.06 180 1-Dec-13 $76,190.52
7285155 LOS FRESNOS TX 78566 SFD 7.625 6.500 $655.76 180 1-Dec-13 $68,964.99
7289974 SUNRISE FL 33343 SFD 7.875 6.500 $529.24 180 1-Dec-13 $55,283.19
7297905 YUMA AZ 85364 MF2 7.000 6.500 $640.42 180 1-Dec-13 $70,530.21
7301185 MILLBROOK NY 12545 MF2 7.500 6.500 $876.03 180 1-Dec-13 $93,638.43
7314261 BRECKENRIDGE CO 80424 LCT 6.375 6.108 $331.44 180 1-Nov-13 $37,835.09
7318304 LOUISVILLE KY 40202 MF4 7.750 6.500 $423.57 180 1-Nov-13 $44,440.15
7321017 N CHARLESTON SC 29406 SFD 8.625 6.500 $127.98 180 1-Nov-13 $12,757.43
7324218 VESTAL NY 13850 SFD 7.875 6.500 $384.12 180 1-Feb-14 $40,381.66
7325650 AMHERST NH 03031 SFD 7.250 6.500 $2,738.59 180 1-Dec-13 $297,204.91
7330254 EL PASO TX 79932 SFD 6.875 6.500 $445.93 180 1-Dec-13 $49,518.84
7349304 LA PORTE IN 46350 SFD 7.500 6.500 $417.16 180 1-Nov-13 $44,007.11
7352349 SHAWNEE KS 66226 SFD 6.875 6.500 $891.85 180 1-Jan-14 $98,959.16
7358063 POCATELLO ID 83201 SFD 7.250 6.500 $620.75 180 1-Jan-14 $67,578.90
7370849 LOUISVILLE KY 40207 MF4 8.000 6.500 $1,051.22 180 1-Nov-13 $108,715.67
7376313 HOUSTON TX 77000 SFD 6.875 6.500 $891.85 180 1-Nov-13 $98,713.26
7384636 SEAFORD NY 11783 SFD 6.875 6.500 $1,204.00 180 1-Dec-13 $133,700.90
7385112 OCEANSIDE CA 92054 SFD 7.625 6.500 $1,177.00 180 1-Dec-13 $124,863.69
7389105 POTOMAC MD 20854 PUD 7.000 6.500 $3,559.36 180 1-Dec-13 $382,142.35
7394658 NEW YORK NY 10021 HCO 7.500 6.500 $1,476.27 180 1-Feb-14 $158,769.04
7399301 ROCHESTER MN 55902 LCO 7.500 6.500 $381.93 180 1-Nov-13 $40,546.65
7400320 NEW PHILADELPHIA OH 44663 SFD 7.375 6.500 $1,729.46 180 1-Jan-14 $186,848.39
7400328 DOVER OH 44622 SFD 7.375 6.500 $758.02 180 1-Jan-14 $81,895.25
7400497 DOVER OH 44622 SFD 7.375 6.500 $869.33 180 1-Jan-14 $93,921.13
7400802 DOVER OH 44622 MF2 7.375 6.500 $1,103.91 180 1-Jan-14 $119,264.93
7404982 OLD ORCHARD BEACH ME 04064 LCO 7.125 6.500 $398.57 180 1-Jan-14 $43,724.54
7406033 FRASER CO 80442 SFD 7.250 6.500 $547.72 180 1-Dec-13 $59,325.52
7413671 YUMA AZ 85364 SFD 6.750 6.483 $542.89 180 1-Dec-13 $60,702.98
7415273 LAURENS NY 13796 SFD 7.625 6.500 $859.40 180 1-Jan-14 $91,448.62
7425949 CATHEDRAL CITY CA 92234 SFD 7.375 6.500 $504.12 180 1-Jan-14 $54,464.31
7426010 STATEN ISLAND NY 10302 MF3 6.750 6.483 $398.21 180 1-Jan-14 $44,656.94
7426330 W MELBOURNE FL 32904 LCO 6.875 6.500 $492.30 180 1-Dec-13 $54,613.79
7427799 JACKSON TN 38305 SFD 7.250 6.500 $1,030.62 180 1-Dec-13 $111,848.12
7427989 ARDMORE OK 73400 SFD 6.875 6.500 $517.28 180 1-Nov-13 $57,253.66
7430701 CARLTON GA 30627 SFD 8.000 6.500 $809.44 180 1-Feb-14 $84,455.23
7431282 DALLAS TX 75230 LCO 7.500 6.500 $155.74 180 1-Dec-13 $16,646.82
7443700 LITTLE ROCK AR 72205 SFD 8.000 6.500 $606.36 180 1-Jan-14 $63,082.06
7445483 TUCSON AZ 85705 MF3 7.625 6.500 $420.36 180 1-Dec-13 $44,468.87
7446378 KEANSBURG NJ 07734 MF3 7.875 6.500 $763.50 180 1-Feb-14 $80,264.78
7459032 CHAPEL HILL NC 27516 LCT 7.875 6.500 $1,128.42 180 1-Feb-14 $118,627.35
7465448 SAN MARINO CA 91108 SFD 7.375 6.500 $3,670.49 180 1-Jan-14 $396,555.91
7471225 SANDUSKY OH 44870 SFD 7.625 6.500 $496.02 180 1-Jan-14 $52,781.77
7474050 HURON OH 44846 LCO 7.875 6.500 $379.85 180 1-Feb-14 $39,932.98
7474940 SPRING HILL FL 34606 SFD 8.500 6.500 $389.96 180 1-Dec-13 $39,269.28
7475838 LAS VEGAS NV 89147 SFD 7.750 6.500 $815.00 180 1-Jan-14 $86,071.73
7477342 DOVER OH 44622 MF2 7.625 6.500 $810.82 180 1-Jan-14 $86,279.79
7482753 MALDEN MA 02148 SFD 7.500 6.500 $1,409.06 180 1-Feb-14 $151,540.94
7486685 PRESCOTT VALLEY AZ 86314 SFD 7.625 6.500 $747.30 180 1-Feb-14 $79,761.03
7489914 WATERLOO NY 13165 MF2 8.125 6.500 $337.97 180 1-Feb-14 $34,999.69
7494638 INDIAN HILLS CO 80454 SFD 7.875 6.500 $9,484.50 180 1-Jan-14 $994,136.82
7497629 MIDLAND TX 79701 SFD 8.250 6.500 $309.96 180 1-Jan-14 $31,768.78
7505030 LANSING MI 48912 SFD 7.500 6.500 $249.83 180 1-Feb-14 $26,868.61
7507758 MINNEAPOLIS MN 55408 MF2 7.375 6.500 $593.35 180 1-Feb-14 $64,303.06
7527886 TRUSSVILLE AL 35173 SFD 8.125 6.500 $996.58 180 1-Feb-14 $103,204.20
7528015 ODESSA TX 79764 SFD 6.750 6.483 $311.49 180 1-Feb-14 $35,086.51
7530960 DES MOINES IA 50310 MF2 7.125 6.500 $578.83 180 1-Jan-14 $63,499.97
7531138 MIDLAND TX 79701 SFD 8.000 6.500 $283.83 180 1-Jan-14 $29,527.77
7532529 SANTA CRUZ CA 95062 SFD 7.500 6.500 $2,254.49 180 1-Feb-14 $242,465.51
7539496 MORRISTOWN NJ 07960 SFD 7.000 6.500 $1,887.54 180 1-Feb-14 $209,337.46
7544997 KAILUA-KONA HI 96740 LCO 7.625 6.500 $882.75 180 1-Feb-14 $94,213.02
7545493 TEMPE AZ 85282 PUD 8.000 6.500 $561.92 180 1-Feb-14 $58,630.08
7561144 SANTA CRUZ CA 95062 SFD 7.125 6.500 $2,447.56 180 1-Feb-14 $269,356.75
7563211 PATTERSON CA 95363 SFD 7.375 6.500 $1,057.91 180 1-Mar-14 $115,000.00
7567174 SANTA CRUZ CA 95060 SFD 7.500 6.500 $2,410.23 180 1-Mar-14 $260,000.00
7568522 TORRANCE CA 90503 SFD 7.125 6.500 $3,622.87 180 1-Feb-14 $398,701.83
7569490 CLEARWATER FL 33756 SFD 8.000 6.500 $974.77 180 1-Mar-14 $102,000.00
7571332 SANTA MONICA CA 90405 SFD 7.875 6.500 $3,224.73 180 1-Feb-14 $339,006.52
7605725 LA PORTE IN 46350 SFD 7.250 6.500 $511.20 180 1-Mar-14 $56,000.00
7625528 RENO NV 89511 SFD 7.875 6.500 $1,778.34 180 1-Mar-14 $187,500.00
7630889 LONGVIEW WA 98632 SFD 7.875 6.500 $625.98 180 1-Mar-14 $66,000.00
$29,655,178.51
</TABLE>
<TABLE>
<CAPTION>
(i) (ii) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- --------------------- ------ -------- --------- -------- ----------- ----------- ----------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CITY LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- --------------------- --------------- --------- -------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4695754 NEWARK 62.03 0.250 0.017 0.858
4748259 OKLAHOMA CITY 85.87 17 0.250 0.017 0.108
4755317 GLASTONBURY 53.33 0.250 0.017 0.108
4776507 DUMFRIES 70.00 0.250 0.017 0.858
4786129 LISLE 80.00 0.250 0.017 0.108
4794165 CARLSBAD 38.21 0.250 0.017 0.633
4796750 RICHMOND 85.87 06 0.250 0.017 1.358
4802108 HYANNIS 80.00 0.250 0.017 0.608
4803080 LEAGUE CITY 78.04 0.250 0.017 0.608
4814084 CENTRE 80.00 0.250 0.017 0.358
4815280 ATLANTIC BEACH 74.99 0.250 0.017 0.733
4816453 CRESSKILL 73.33 0.250 0.017 0.483
4824396 CLOSTER 80.00 0.250 0.017 0.483
4825029 HILLSBOROUGH 40.40 0.250 0.017 1.608
4825991 ASHTABULA 50.00 0.250 0.017 0.858
4829240 GREENSBORO 65.00 0.250 0.017 0.483
4831331 MORAINE 70.83 0.250 0.017 1.733
4832006 DEAL 40.54 0.250 0.017 1.108
4835058 ATLANTIC BEACH 80.00 0.250 0.017 0.608
4835977 BOWLING GREEN 75.00 0.250 0.017 1.108
4836081 CLINTON 80.00 0.250 0.017 0.608
4838461 ESKO 43.08 0.250 0.017 0.608
4840388 BRENTWOOD 70.00 0.250 0.017 0.733
4842466 FRANKLIN SQUARE 75.00 0.250 0.017 0.483
4842476 MONTGOMERY 70.00 0.250 0.017 0.733
4842478 DECATUR 73.68 0.250 0.017 0.608
4844634 BREA 70.00 0.250 0.017 0.858
4845446 CENTRE 78.63 0.250 0.017 0.233
4846965 BOWLING GREEN 70.00 0.250 0.017 0.983
4847486 HOUSTON 74.57 0.250 0.017 0.733
4848870 MIDDLETOWN 73.41 0.250 0.017 0.608
4849031 STATEN ISLAND 70.00 0.250 0.017 0.858
4850237 TEMPE 70.42 0.250 0.017 0.983
4851090 WILMINGTON 80.00 0.250 0.017 0.358
4857649 HAMPTON 89.98 01 0.250 0.017 0.733
4858024 WOODMERE 64.00 0.250 0.017 0.983
4859541 LEETSDALE 62.96 0.250 0.017 0.608
4859554 FREEDOM 75.00 0.250 0.017 0.483
4863332 OAKLAND 79.99 0.250 0.017 0.358
4863761 FORT LAUDERDALE 80.00 0.250 0.017 0.608
4864405 AMITE 85.00 06 0.250 0.017 0.358
4864446 COROLLA 56.64 0.250 0.017 0.608
4864891 BURLEY 85.00 06 0.250 0.017 0.733
4867131 AUSTIN 80.00 0.250 0.017 0.733
4868156 CARROLLTON 80.00 0.250 0.017 0.000
4869618 SILVER SPRING 78.51 0.250 0.017 0.108
4871010 HARTSDALE 89.84 33 0.250 0.017 1.608
4871239 FLUSHING 62.26 0.250 0.017 0.733
4871383 PLAINVIEW 80.00 0.250 0.017 0.483
4873320 WOODLAWN 78.20 0.250 0.017 0.000
4874671 SUMMERLAND KEY 70.00 0.250 0.017 0.483
4874866 FISHERS 70.00 0.250 0.017 0.000
4875960 INDIANAPOLIS 80.00 0.250 0.017 0.233
4876467 FAIRLAWN 80.00 0.250 0.017 0.983
4881707 BEECH GROVE 70.00 0.250 0.017 0.233
4881712 INDIANAPOLIS 76.15 0.250 0.017 0.983
4882035 DALLAS 70.00 0.250 0.017 1.233
4884438 INDIANAPOLIS 40.63 0.250 0.017 0.000
4885665 CLOVIS 80.00 0.250 0.017 0.108
4887258 ELYRIA 69.68 0.250 0.017 0.358
4890336 GATLINBURG 70.00 0.250 0.017 0.358
4891371 MORNINGVIEW 41.67 0.250 0.017 0.483
4891380 TAYLOR MILL 80.00 0.250 0.017 0.483
4894702 TULSA 76.47 0.250 0.017 0.108
4896936 REDMOND 80.00 0.250 0.017 0.233
4897796 EASTPORT 68.26 0.250 0.017 1.108
4901174 LANCASTER 90.00 17 0.250 0.017 1.108
4906697 SACRAMENTO 79.19 0.250 0.017 0.108
4907279 WESLEY CHAPEL 65.35 0.250 0.017 0.358
4908606 ACWORTH 70.00 0.250 0.017 0.858
4908614 MARIETTA 70.00 0.250 0.017 0.858
4909835 STILLWATER 80.00 0.250 0.017 0.608
4909938 OSAGE BEACH 79.49 0.250 0.017 0.858
4910829 KEYSTONE 70.00 0.250 0.017 0.733
4911357 MANOR 80.00 0.250 0.017 0.983
4913874 CAPE CORAL 75.90 0.250 0.017 1.233
4913903 JONESBORO 75.00 0.250 0.017 0.733
4914335 NORWALK 70.00 0.250 0.017 0.983
4915444 FAIRPORT 75.00 0.250 0.017 1.358
4915456 HOMESTEAD 80.00 0.250 0.017 0.733
4917483 HAMILTON 64.14 0.250 0.017 0.608
4917537 DOUGLASVILLE 66.04 0.250 0.017 1.483
4917564 COLUMBUS 80.00 0.250 0.017 1.108
4917568 COLUMBUS 80.00 0.250 0.017 1.108
4917745 FENTON 40.74 0.250 0.017 1.108
4918740 HOWARD BEACH 67.41 0.250 0.017 0.858
4919591 ALTON 90.00 01 0.250 0.017 1.858
4919805 COLORADO SPRINGS 54.46 0.250 0.017 1.233
4920060 WARMINSTER 80.00 0.250 0.017 0.608
4922349 MIAMI 65.00 0.250 0.017 1.358
4923278 BOGART 68.21 0.250 0.017 0.858
4924091 CORDOVA 73.78 0.250 0.017 0.858
4924527 DANIA 66.34 0.250 0.017 0.733
4925184 ISLIP 80.00 0.250 0.017 0.233
4928799 NANUET 70.00 0.250 0.017 0.983
4928813 ANCHORAGE 60.00 0.250 0.017 0.983
4932571 BERRIEN SPRINGS 75.00 0.250 0.017 0.733
4932600 ANCHORAGE 85.00 33 0.250 0.017 0.858
4934194 SILOAM SPRINGS 79.85 0.250 0.017 0.108
4937848 ALTON 70.00 0.250 0.017 1.483
4937854 ALTON 70.00 0.250 0.017 1.483
4937867 ALTON 70.00 0.250 0.017 1.483
4938481 DOUGLASVILLE 66.04 0.250 0.017 1.733
4938500 DOUGLASVILLE 66.04 0.250 0.017 1.733
4938573 KEYSTONE 70.00 0.250 0.017 0.608
4938894 RIDGEWOOD 80.00 0.250 0.017 0.483
4939826 MILTON 70.00 0.250 0.017 0.858
4940520 FAIRBORN 66.67 0.250 0.017 0.608
4941338 PIGEON FORGE 70.00 0.250 0.017 1.233
4941923 SOUTHAVEN 48.48 0.250 0.017 1.233
4943298 NORTH MYRTLE BEACH 89.99 06 0.250 0.017 1.483
4945816 ST. PAUL 58.33 0.250 0.017 1.108
4946547 DALLAS 80.00 0.250 0.017 1.108
4946821 AUSTIN 79.37 0.250 0.017 0.108
4946875 RIDGEWOOD 65.00 0.250 0.017 0.733
4947416 HUDSON 69.05 0.250 0.017 1.358
4947448 CINCINNATI 80.00 0.250 0.017 0.483
4947626 GOSHEN 62.27 0.250 0.017 1.358
4948316 LINCOLN PARK 66.00 0.250 0.017 0.000
4949308 DOUGLASVILLE 66.04 0.250 0.017 1.733
4951558 MILTON 75.00 0.250 0.017 0.858
4951562 MILTON 75.00 0.250 0.017 0.858
4951804 PATERSON 64.52 0.250 0.017 1.233
4953454 DALLAS 80.00 0.250 0.017 1.108
4956054 GRANITE BAY 67.23 0.250 0.017 0.000
4957055 VISALIA 53.80 0.250 0.017 0.233
4957572 HATFIELD 80.00 0.250 0.017 0.358
4957601 TELLURIDE 69.15 0.250 0.017 0.733
4957608 LAUDERDALE LAKES 70.00 0.250 0.017 0.733
4961597 GULFPORT 90.00 17 0.250 0.017 1.233
4962332 FORT LAUDERDALE 70.00 0.250 0.017 0.733
4962336 FORT LAUDERDALE 70.00 0.250 0.017 0.733
4964877 GLENDALE 61.67 0.250 0.017 0.733
4964880 GLENDALE 69.12 0.250 0.017 0.733
4964881 PHOENIX 75.00 0.250 0.017 0.733
4968287 CANTON 64.10 0.250 0.017 0.108
4968325 GULFPORT 89.06 12 0.250 0.017 1.483
4971794 COPPELL 67.02 0.250 0.017 0.108
4971806 FAIRBORN 64.31 0.250 0.017 0.608
4975462 HOUSTON 80.00 0.250 0.017 0.483
4975742 MIAMI 90.00 33 0.250 0.017 0.858
4978810 DOUGLASVILLE 61.54 0.250 0.017 1.608
4979115 LOS ANGELES 50.91 0.250 0.017 0.000
4979126 JACKSON 80.00 0.250 0.017 0.983
4979178 KENNESAW 79.97 0.250 0.017 0.733
6428146 SANTA FE 75.00 0.250 0.017 0.983
6706820 BULLHEAD CITY 75.00 0.250 0.017 0.983
6801722 NEWARK 83.57 06 0.250 0.017 1.108
6826764 CHAMBERSBURG 78.59 0.250 0.017 0.108
6985340 COLUMBUS 69.66 0.250 0.017 0.983
6987221 COLUMBUS 57.22 0.250 0.017 0.983
6988564 ALEXANDRIA 42.52 0.250 0.017 0.733
7024263 RICHMOND 80.00 0.250 0.017 0.608
7029417 GREENSBURG 75.00 0.250 0.017 0.858
7068041 SARASOTA 79.98 0.250 0.017 0.983
7078625 CRANSTON 79.22 0.250 0.017 1.108
7083482 EL PASO 74.59 0.250 0.017 1.108
7088388 NASSAU BAY 80.00 0.250 0.017 0.358
7092644 LAS VEGAS 66.67 0.250 0.017 0.233
7101295 MT LAUREL 74.82 0.250 0.017 0.733
7109667 ATLANTA 74.99 0.250 0.017 0.483
7112942 CHAPEL HILL 75.00 0.250 0.017 0.483
7112943 RIO RANCHO 60.00 0.250 0.017 0.733
7117621 LONDONDERRY 79.51 0.250 0.017 0.483
7118928 HOLUALOA 80.00 0.250 0.017 0.233
7124665 JACKSONVILLE 65.04 0.250 0.017 0.733
7125338 HURST 80.00 0.250 0.017 0.483
7128341 YERINGTON 70.00 0.250 0.017 0.483
7138745 MARBLEHEAD 75.99 0.250 0.017 0.608
7149284 AVON 44.26 0.250 0.017 0.733
7153459 WHITE PLAINS 90.00 01 0.250 0.017 0.000
7163381 BALDWINSVILLE 90.00 16 0.250 0.017 0.733
7164464 GREELEY 90.00 06 0.250 0.017 1.108
7167095 JACKSONVILLE 80.00 0.250 0.017 0.000
7177764 FORT RIPLEY 80.00 0.250 0.017 0.358
7186949 PERU 90.00 12 0.250 0.017 1.108
7186963 PERU 90.00 12 0.250 0.017 1.108
7196578 TARPON SPRINGS 48.47 0.250 0.017 0.608
7206047 PITTSBURGH 73.25 0.250 0.017 0.608
7206203 JACKSONVILLE BEAC 75.00 0.250 0.017 0.000
7210517 OSSINING 64.29 0.250 0.017 0.608
7211183 IRVINE 78.75 0.250 0.017 0.608
7212670 RUTHERON 43.90 0.250 0.017 0.733
7213686 LAGUNA HILLS 68.20 0.250 0.017 0.233
7217667 PORTERVILLE 70.00 0.250 0.017 0.000
7221590 BULLHEAD CITY 67.27 0.250 0.017 0.608
7223778 NORTH CHARLESTON 80.00 0.250 0.017 0.983
7224136 NORTH FORK 51.61 0.250 0.017 0.483
7227448 HIGH ROLLS 75.83 0.250 0.017 0.358
7228151 BIG RIVER 76.19 0.250 0.017 0.983
7231665 NEWTON CENTER 46.90 0.250 0.017 0.000
7234037 LA PORTE 80.00 0.250 0.017 0.233
7235449 BRANDON 61.54 0.250 0.017 0.858
7238371 KEENE 90.00 12 0.250 0.017 0.608
7238835 SALT LAKE CITY 70.00 0.250 0.017 0.000
7239703 MELBOURNE 90.00 33 0.250 0.017 0.608
7258001 HOSCHTON 80.00 0.250 0.017 0.983
7270995 SEA ISLE CITY 75.00 0.250 0.017 0.000
7282836 WICKLIFFE 80.00 0.250 0.017 0.483
7283511 WAREHAM 65.00 0.250 0.017 1.858
7283842 MELBOURNE 74.10 0.250 0.017 0.483
7283938 LARGO 66.88 0.250 0.017 0.483
7285155 LOS FRESNOS 42.55 0.250 0.017 0.858
7289974 SUNRISE 90.00 01 0.250 0.017 1.108
7297905 YUMA 75.00 0.250 0.017 0.233
7301185 MILLBROOK 75.00 0.250 0.017 0.733
7314261 BRECKENRIDGE 65.00 0.250 0.017 0.000
7318304 LOUISVILLE 56.25 0.250 0.017 0.983
7321017 N CHARLESTON 60.00 0.250 0.017 1.858
7324218 VESTAL 90.00 33 0.250 0.017 1.108
7325650 AMHERST 66.37 0.250 0.017 0.483
7330254 EL PASO 53.19 0.250 0.017 0.108
7349304 LA PORTE 60.00 0.250 0.017 0.733
7352349 SHAWNEE 49.26 0.250 0.017 0.108
7358063 POCATELLO 52.88 0.250 0.017 0.483
7370849 LOUISVILLE 64.71 0.250 0.017 1.233
7376313 HOUSTON 80.00 0.250 0.017 0.108
7384636 SEAFORD 65.85 0.250 0.017 0.108
7385112 OCEANSIDE 51.22 0.250 0.017 0.858
7389105 POTOMAC 80.00 0.250 0.017 0.233
7394658 NEW YORK 65.00 0.250 0.017 0.733
7399301 ROCHESTER 80.00 0.250 0.017 0.733
7400320 NEW PHILADELPHIA 69.63 0.250 0.017 0.608
7400328 DOVER 74.91 0.250 0.017 0.608
7400497 DOVER 70.00 0.250 0.017 0.608
7400802 DOVER 75.00 0.250 0.017 0.608
7404982 OLD ORCHARD BEACH 80.00 0.250 0.017 0.358
7406033 FRASER 35.29 0.250 0.017 0.483
7413671 YUMA 79.68 0.250 0.017 0.000
7415273 LAURENS 80.00 0.250 0.017 0.858
7425949 CATHEDRAL CITY 73.56 0.250 0.017 0.608
7426010 STATEN ISLAND 33.83 0.250 0.017 0.000
7426330 W MELBOURNE 80.00 0.250 0.017 0.108
7427799 JACKSON 79.51 0.250 0.017 0.483
7427989 ARDMORE 68.24 0.250 0.017 0.108
7430701 CARLTON 70.00 0.250 0.017 1.233
7431282 DALLAS 70.00 0.250 0.017 0.733
7443700 LITTLE ROCK 90.00 06 0.250 0.017 1.233
7445483 TUCSON 90.00 01 0.250 0.017 0.858
7446378 KEANSBURG 70.00 0.250 0.017 1.108
7459032 CHAPEL HILL 90.00 17 0.250 0.017 1.108
7465448 SAN MARINO 75.00 0.250 0.017 0.608
7471225 SANDUSKY 90.00 17 0.250 0.017 0.858
7474050 HURON 90.00 17 0.250 0.017 1.108
7474940 SPRING HILL 90.00 33 0.250 0.017 1.733
7475838 LAS VEGAS 72.76 0.250 0.017 0.983
7477342 DOVER 70.00 0.250 0.017 0.858
7482753 MALDEN 69.89 0.250 0.017 0.733
7486685 PRESCOTT VALLEY 64.00 0.250 0.017 0.858
7489914 WATERLOO 90.00 01 0.250 0.017 1.358
7494638 INDIAN HILLS 23.81 0.250 0.017 1.108
7497629 MIDLAND 90.00 17 0.250 0.017 1.483
7505030 LANSING 53.90 0.250 0.017 0.733
7507758 MINNEAPOLIS 56.09 0.250 0.017 0.608
7527886 TRUSSVILLE 90.00 17 0.250 0.017 1.358
7528015 ODESSA 80.00 0.250 0.017 0.000
7530960 DES MOINES 90.00 01 0.250 0.017 0.358
7531138 MIDLAND 90.00 11 0.250 0.017 1.233
7532529 SANTA CRUZ 80.00 0.250 0.017 0.733
7539496 MORRISTOWN 70.00 0.250 0.017 0.233
7544997 KAILUA-KONA 70.00 0.250 0.017 0.858
7545493 TEMPE 77.37 0.250 0.017 1.233
7561144 SANTA CRUZ 70.00 0.250 0.017 0.358
7563211 PATTERSON 71.88 0.250 0.017 0.608
7567174 SANTA CRUZ 80.00 0.250 0.017 0.733
7568522 TORRANCE 79.99 0.250 0.017 0.358
7569490 CLEARWATER 71.83 0.250 0.017 1.233
7571332 SANTA MONICA 80.00 0.250 0.017 1.108
7605725 LA PORTE 79.43 0.250 0.017 0.483
7625528 RENO 75.00 0.250 0.017 1.108
7630889 LONGVIEW 60.00 0.250 0.017 1.108
</TABLE>
COUNT: 271
WAC: 7.407677224
WAM: 176.7368253
WALTV: 70.80080847
<PAGE>
EXHIBIT F-2B
[Schedule of Group II Mortgage Loans Serviced by Norwest Mortgage
in Frederick, Maryland]
<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>
4749481 MONROE TOWNSHIP NJ 08831 SFD 7.625 6.500 $1,663.32 360 1-Jan-29 $234,580.21
4787992 FORT LEE NJ 07024 COP 7.750 6.500 $550.56 360 1-Sep-28 $75,609.01
4805506 CORINGTON KY 41014 SFD 7.750 6.500 $372.53 360 1-Aug-28 $51,737.34
4806209 HOUSTON TX 77096 SFD 8.000 6.500 $807.15 360 1-Aug-28 $109,472.84
4827108 HUNTINGTON BEACH CA 92648 MF3 8.250 6.500 $2,248.17 360 1-Aug-28 $297,886.34
4828233 WASHINGTON DC 20020 LCO 8.000 6.500 $467.78 360 1-Nov-28 $63,577.16
4831901 TIFFIN OH 44883 SFD 7.500 6.500 $364.99 360 1-Oct-28 $51,978.71
4833755 SAN DIEGO CA 92109 MF4 7.650 6.500 $2,208.01 360 1-Jul-28 $309,366.60
4840264 NEWMAN LAKE WA 99025 SFD 8.375 6.500 $623.26 360 1-Nov-28 $81,793.99
4840547 KITTY HAWK NC 27949 SFD 8.000 6.500 $847.50 360 1-Nov-28 $115,186.88
4840722 DULUTH MN 55806 MF2 7.125 6.500 $383.35 360 1-Sep-28 $56,591.18
4840936 SHOSHONE ID 83352 MF2 8.000 6.500 $424.12 360 1-Nov-28 $57,643.28
4841464 EAST ISLIP NY 11730 COP 7.500 6.500 $707.96 360 1-Nov-28 $100,946.57
4842554 FLUSHING NY 11355 MF2 8.375 6.500 $1,751.21 360 1-Jan-29 $230,112.58
4846403 OAKTON VA 22124 SFD 6.750 6.483 $2,983.56 360 1-Nov-28 $458,402.34
4848162 STAMFORD CT 06907 SFD 7.750 6.500 $581.73 360 1-Nov-28 $80,968.52
4848280 EMERALD ISLE NC 28594 MF2 7.875 6.500 $1,928.69 360 1-Oct-28 $265,072.58
4848797 INDEPENDENCE KY 41051 LCO 7.750 6.500 $290.15 360 1-Oct-28 $40,355.22
4849023 EAST ISLIP NY 11730 SFD 8.000 6.500 $1,045.62 360 1-Jan-29 $142,308.12
4850409 NASHVILLE TN 37205 SFD 7.625 6.500 $3,449.78 360 1-Oct-28 $485,613.65
4850694 JERICHO NY 11753 SFD 7.875 6.500 $2,523.25 360 1-Nov-28 $347,032.53
4850915 GAITHERSBURG MD 20879 SFD 7.875 6.500 $741.02 360 1-Sep-28 $101,771.01
4851838 PLACERVILLE ID 83666 SFD 7.750 6.500 $626.87 360 1-Nov-28 $87,250.40
4852040 AURORA IN 47001 MF2 8.000 6.500 $429.25 360 1-Oct-28 $58,301.11
4852215 AVON LAKE OH 44102 LCO 7.500 6.500 $641.88 360 1-Oct-28 $91,455.06
4853135 RALEIGH NC 27609 SFD 7.750 6.500 $639.04 360 1-Feb-29 $89,137.04
4856215 CARMEL CA 93921 SFD 7.500 6.500 $3,539.77 360 1-Nov-28 $504,733.02
4859539 HAMPTON BAYS NY 11946 SFD 8.125 6.500 $1,410.74 360 1-Nov-28 $189,497.81
4859542 PAWTUCKET RI 02860 SFD 7.750 6.500 $418.39 360 1-Nov-28 $58,233.50
4860116 MILTON FL 32571 SFD 8.000 6.500 $880.52 360 1-Nov-28 $119,674.68
4860337 MYRTLE BEACH SC 29577 SFD 7.500 6.500 $567.77 360 1-Nov-28 $80,956.64
4860928 CHEVY CHASE MD 20815 SFD 7.250 6.500 $2,196.61 360 1-Oct-28 $320,728.76
4861348 SEATTLE WA 98178 SFD 7.250 6.500 $1,007.57 360 1-Nov-28 $147,234.95
4862256 PHILADELPHIA PA 19149 SFD 8.375 6.500 $396.76 360 1-Oct-28 $52,015.15
4862258 PHILADELPHIA PA 19148 SFD 8.375 6.500 $444.64 360 1-Oct-28 $58,315.64
4862586 POCATELLO ID 83204 MF2 8.000 6.500 $323.60 360 1-Oct-28 $43,950.01
4862900 LA MIRADA CA 90638 SFD 6.500 6.233 $1,370.64 360 1-Feb-29 $216,653.96
4863046 ORANGE VA 22960 SFD 7.875 6.500 $1,647.00 360 1-Oct-28 $226,358.03
4863822 PORTLAND OR 97202 SFD 8.000 6.500 $693.41 360 1-Nov-28 $94,243.81
4865355 CHESTER VT 05143 SFD 7.875 6.500 $732.33 360 1-Jan-29 $100,860.51
4865722 TOMBALL TX 77375 PUD 7.125 6.500 $1,601.43 360 1-Jan-29 $237,318.70
4865897 MILFORD CT 06460 MF4 8.000 6.500 $2,608.53 360 1-Oct-28 $354,203.65
4866666 ENDWELL NY 13760 SFD 7.375 6.500 $414.41 360 1-Nov-28 $59,815.67
4866681 WYCKOFF NJ 07481 SFD 8.375 6.500 $2,234.61 360 1-Nov-28 $293,261.38
4867186 EASTCHESTER NY 10709 SFD 7.375 6.500 $2,348.30 360 1-Dec-28 $339,219.06
4868246 SANDWICH MA 02563 SFD 7.750 6.500 $741.49 360 1-Oct-28 $103,129.98
4868516 AUSTIN TX 78722 MF2 7.750 6.500 $837.49 360 1-Dec-28 $116,650.87
4868595 HOUSTON TX 77031 PUD 7.875 6.500 $522.05 360 1-Nov-28 $71,799.84
4869147 FOWLERVILLE MI 48836 SFD 7.875 6.500 $554.68 360 1-Oct-28 $76,030.98
4869186 MASPATH NY 11378 MF3 7.500 6.500 $2,023.18 360 1-Nov-28 $288,482.95
4869623 GRAHAM WA 98338 SFD 8.375 6.500 $537.37 360 1-Oct-28 $70,477.19
4870543 FAIRFIELD CT 06430 LCO 7.875 6.500 $616.31 360 1-Jan-29 $84,882.62
4871203 LAS VEGAS NV 89118 LCO 7.750 6.500 $535.16 360 1-Nov-28 $74,184.14
4872055 PORT WASHINGTON NY 11050 SFD 7.375 6.500 $2,002.96 360 1-Nov-28 $288,944.72
4873377 SILETZ OR 97380 SFD 7.250 6.500 $367.69 360 1-Nov-28 $53,730.30
4873554 GRAYSON GA 30017 SFD 7.375 6.500 $1,071.93 360 1-Dec-28 $154,843.53
4874064 RIDGEFIELD CT 06877 SFD 7.000 6.500 $1,975.95 360 1-Dec-28 $295,824.10
4874755 MINEOLA NY 11501 SFD 7.625 6.500 $945.62 360 1-Nov-28 $133,174.87
4875701 ORANGE PARK FL 32073 SFD 7.875 6.500 $845.43 360 1-Nov-28 $115,795.00
4876350 SEVIERVILLE TN 37876 SFD 7.500 6.500 $969.64 360 1-Dec-28 $138,364.31
4877371 NORTH MYRTLE BEACH SC 29582 SFD 7.750 6.500 $606.09 360 1-Nov-28 $84,358.81
4877498 FLUSHING NY 11367 SFD 7.875 6.500 $1,231.39 360 1-Dec-28 $169,477.05
4878142 EUGENE OR 97401 SFD 7.750 6.500 $838.21 360 1-Jan-29 $116,834.29
4878143 KEY LARGO FL 33037 LCO 7.375 6.500 $1,015.29 360 1-Oct-28 $146,351.10
4878205 WILMINGTON NC 28409 SFD 7.500 6.500 $371.29 360 1-Nov-28 $52,940.86
4878445 PINEHURST NC 28374 LCO 7.625 6.500 $637.01 360 1-Oct-28 $79,688.06
4879231 ROSEVILLE MN 55113 SFD 8.000 6.500 $758.72 360 1-Oct-28 $102,969.82
4880174 COEUR D'ALENE ID 83814 SFD 7.625 6.500 $252.68 360 1-Oct-28 $35,418.20
4880599 PEORIA AZ 85382 PUD 7.500 6.500 $883.81 360 1-Oct-28 $125,856.13
4881508 COEUR D'ALENE ID 83814 MF2 7.625 6.500 $396.72 360 1-Oct-28 $55,692.65
4882207 PORTLAND OR 97212 MF4 7.875 6.500 $1,711.16 360 1-Nov-28 $235,139.97
4882565 FAYETTEVILLE NC 28305 SFD 6.750 6.483 $3,035.44 360 1-Jan-29 $467,191.85
4882615 MIAMI FL 33140 LCO 7.875 6.500 $202.30 360 1-Nov-28 $27,822.41
4882648 MINNEAPOLIS MN 55414 SFD 8.125 6.500 $979.51 360 1-Dec-28 $131,659.34
4882817 HAMPTON VA 23666 SFD 8.375 6.500 $491.01 360 1-Oct-28 $64,396.39
4883026 BRIDGEWATER NJ 08807 SFD 7.750 6.500 $752.24 360 1-Nov-28 $103,843.94
4883060 ANCHORAGE AK 99507 MF4 6.875 6.500 $1,445.25 360 1-Nov-28 $219,254.29
4883250 BRONX NY 10453 MF2 7.875 6.500 $1,000.60 360 1-Jan-29 $137,610.03
4883329 EL PASO TX 79912 SFD 7.375 6.500 $886.56 360 1-Dec-28 $126,227.04
4883633 ALPHARETTA GA 30004 SFD 7.875 6.500 $737.40 360 1-Dec-28 $101,488.64
4883663 STATEN ISLAND NY 10303 SFD 8.625 6.500 $595.01 360 1-Dec-28 $76,363.52
4883932 NEWPORT BEACH CA 92625 SFD 7.150 6.500 $3,899.80 360 1-Sep-28 $574,601.86
4884552 MAPLE VALLEY WA 98038 LCO 7.500 6.500 $671.25 360 1-Oct-28 $95,639.27
4884816 LODI OH 44254 SFD 7.000 6.500 $808.35 360 1-Dec-28 $121,199.45
4886197 LAPORTE IN 46350 SFD 7.375 6.500 $414.41 360 1-Nov-28 $59,794.95
4886819 ROSEBURG OR 97470 MF4 7.875 6.500 $1,239.87 360 1-Nov-28 $170,523.62
4886820 ROSEBURG OR 97470 MF4 7.875 6.500 $1,044.10 360 1-Nov-28 $142,953.11
4887271 GROTON CT 06355 SFD 7.000 6.500 $691.92 360 1-Dec-28 $103,742.75
4887958 CAROLINA BEACH NC 28428 LCO 7.750 6.500 $432.36 360 1-Nov-28 $60,163.35
4888044 KITTY HAWK NC 27949 SFD 7.875 6.500 $1,065.86 360 1-Nov-28 $144,981.68
4888045 OLATHE KS 66062 MF2 7.500 6.500 $523.72 360 1-Nov-28 $74,675.54
4888445 VIRGINIA BEACH VA 23451 MF4 7.250 6.500 $1,362.65 360 1-Oct-28 $198,961.38
4888780 ASHEVILLE NC 28801 SFD 7.625 6.500 $398.14 360 1-Nov-28 $56,085.56
4888982 TAMPA FL 33626 SFD 7.875 6.500 $1,033.23 360 1-Nov-28 $142,103.82
4889100 DANA POINT CA 92629 SFD 7.750 6.500 $1,948.65 360 1-Nov-28 $271,224.60
4889160 MONROE NC 28110 SFD 7.250 6.500 $382.02 360 1-Nov-28 $55,823.66
4889633 LAFAYETTE CO 80026 SFD 7.500 6.500 $696.42 360 1-Nov-28 $99,301.54
4889996 FRISCO TX 75034 MF2 7.750 6.500 $1,031.28 360 1-Nov-28 $143,539.64
4890184 HUNTINGTON IN 46750 SFD 6.375 6.108 $378.07 360 1-Dec-28 $59,975.40
4891138 PASADENA CA 91106 SFD 8.500 6.500 $2,909.57 360 1-Dec-28 $377,707.40
4892987 RENTON WA 98056 SFD 7.500 6.500 $1,319.95 360 1-Nov-28 $188,209.30
4893249 PORTLAND OR 97201 MF2 7.500 6.500 $895.00 360 1-Dec-28 $127,713.22
4893413 FRISCO TX 75035 PUD 7.375 6.500 $1,486.34 360 1-Jan-29 $214,871.48
4894114 SAINT PETERSBURG FL 33711 SFD 7.625 6.500 $537.93 360 1-Dec-28 $75,833.92
4895285 CUMMING GA 30040 SFD 8.125 6.500 $448.47 360 1-Sep-28 $60,158.89
4896144 TALLAHASSEE FL 32317 LCO 8.250 6.500 $341.83 360 1-Dec-28 $45,360.62
4896899 POCATELLO ID 83201 SFD 8.250 6.500 $503.35 360 1-Nov-28 $66,827.33
4897517 TELFORD PA 18969 LCO 8.625 6.500 $546.01 360 1-Nov-28 $70,032.40
4897598 BLAIRSDEN CA 96103 SFD 7.875 6.500 $783.08 360 1-Jan-29 $107,850.85
4898144 SOUTH OZONE PARK NY 11419 SFD 7.125 6.500 $943.21 360 1-Feb-29 $139,888.04
4898663 LAKELAND FL 33803 SFD 7.500 6.500 $283.19 360 1-Nov-28 $40,378.62
4898676 JACKSONVILLE FL 32210 SFD 7.875 6.500 $358.91 360 1-Dec-28 $49,345.99
4898947 PHOENIX AZ 85008 LCO 8.500 6.500 $352.94 360 1-Dec-28 $45,815.96
4899368 ATLANTA GA 30318 SFD 7.875 6.500 $717.82 360 1-Dec-28 $98,794.26
4899592 PERRY HALL MD 21128 SFD 7.500 6.500 $1,034.84 360 1-Nov-28 $147,556.50
4899920 CUPERTINO CA 95014 SFD 7.125 6.500 $3,638.08 360 1-Nov-28 $537,770.37
4900500 PORT CHESTER NY 10573 MF3 8.250 6.500 $1,774.87 360 1-Dec-28 $235,409.11
4900597 GERMANTOWN WI 53022 LCO 8.625 6.500 $353.89 360 1-Dec-28 $45,347.23
4900977 SPRINGFIELD OR 97478 SFD 7.500 6.500 $1,724.62 360 1-Nov-28 $245,709.00
4901135 EAST ROCKAWAY NY 11518 SFD 7.375 6.500 $1,554.02 360 1-Dec-28 $224,483.21
4901230 SACRAMENTO CA 95819 SFD 7.500 6.500 $2,117.23 360 1-Oct-28 $301,253.48
4901837 SPRINGFIELD OR 97478 SFD 7.875 6.500 $988.27 360 1-Nov-28 $135,921.08
4901871 WHITELAND IN 46184 SFD 8.500 6.500 $504.41 360 1-Nov-28 $65,439.34
4901913 AURORA CO 80016 SFD 7.375 6.500 $2,900.84 360 1-Dec-28 $419,035.33
4901924 JACKSON MS 39208 SFD 7.750 6.500 $1,194.98 360 1-Nov-28 $166,324.49
4902414 KAILUA HI 96734 SFD 7.875 6.500 $1,486.39 360 1-Nov-28 $204,402.63
4902736 KANSAS CITY MO 64138 SFD 8.250 6.500 $341.83 360 1-Jan-29 $45,441.76
4904139 HAMDEN CT 06514 MF3 8.625 6.500 $1,100.96 360 1-Apr-28 $140,596.98
4904292 MIDDLESEX NJ 08846 SFD 7.875 6.500 $1,174.62 360 1-Dec-28 $161,663.32
4904621 RICHMOND IN 47374 SFD 8.375 6.500 $171.02 360 1-Nov-28 $22,367.40
4904705 POST FALLS ID 83854 SFD 7.750 6.500 $554.51 360 1-Dec-28 $77,235.03
4904760 BEDFORD OH 44146 SFD 7.750 6.500 $574.92 360 1-Dec-28 $80,079.00
4904765 CENTERVILLE OH 45459 LCO 7.625 6.500 $637.01 360 1-Dec-28 $89,803.35
4904821 HAWLEY PA 18428 SFD 7.875 6.500 $614.86 360 1-Dec-28 $84,623.77
4905044 SALT LAKE CITY UT 84123 SFD 7.625 6.500 $1,792.49 360 1-Nov-28 $252,509.80
4905995 PALMYRA VA 22963 SFD 7.375 6.500 $486.59 360 1-Dec-28 $70,288.15
4906030 LOS ANGELES CA 90036 SFD 8.125 6.500 $1,782.00 360 1-Dec-28 $239,525.81
4906298 AUSTIN TX 78701 HCO 7.875 6.500 $864.29 360 1-Dec-28 $118,952.26
4906790 PHOENIX AZ 85020 LCO 8.750 6.500 $587.67 360 1-Dec-28 $74,569.60
4907178 LAS VEGAS NV 89115 SFD 7.875 6.500 $374.14 360 1-Nov-28 $51,456.54
4907186 PORT ORCHARD WA 98366 SFD 6.250 5.983 $603.41 360 1-Dec-28 $97,719.57
4907189 LAS VEGAS NV 89110 SFD 7.875 6.500 $369.06 360 1-Nov-28 $50,758.50
4907275 WESTMINSTER CO 80021 SFD 8.000 6.500 $1,839.91 360 1-Dec-28 $250,241.91
4907394 POUGHKEEPSIE NY 12601 MF3 8.000 6.500 $673.60 360 1-Jan-29 $91,676.39
4907402 BRIDGEPORT CT 06608 MF3 8.625 6.500 $679.02 360 1-Jan-29 $87,196.53
4907504 VALDOSTA GA 31602 SFD 7.750 6.500 $1,490.14 360 1-Dec-28 $207,556.73
4907753 SUNNYVALE CA 94086 LCO 7.875 6.500 $1,798.18 360 1-Dec-28 $247,484.59
4907772 BEL AIR MD 21015 SFD 8.000 6.500 $1,185.03 360 1-Jan-29 $161,181.89
4908096 CENTERVILLE IN 47330 MF2 8.625 6.500 $595.01 360 1-Jan-29 $76,391.82
4908221 KENNEWICK WA 99336 SFD 8.000 6.500 $798.34 360 1-Dec-28 $108,579.52
4908548 VIRGINIA BEACH VA 23451 SFD 7.875 6.500 $1,744.15 360 1-Nov-28 $239,881.29
4908849 RENTON WA 98056 MF2 7.875 6.500 $783.07 360 1-Dec-28 $107,775.57
4908872 GRIFFIN GA 30224 SFD 8.000 6.500 $762.75 360 1-Nov-28 $103,668.21
4908965 THE COLONY TX 75056 SFD 8.250 6.500 $526.64 360 1-Nov-28 $69,919.34
4909184 ANGEL FIRE NM 87710 LCO 8.250 6.500 $393.29 360 1-Dec-28 $52,194.62
4909255 MIAMI BEACH FL 33139 LCO 7.000 6.500 $479.02 360 1-Feb-29 $71,940.98
4909306 LAKELAND FL 33803 SFD 7.750 6.500 $373.97 360 1-Dec-28 $52,088.75
4909375 JERSEY CITY NJ 07304 MF2 7.750 6.500 $928.48 360 1-Dec-28 $129,323.78
4909455 GREENSBORO NC 27406 SFD 8.375 6.500 $572.57 360 1-Jan-29 $75,236.01
4909963 TRINIDAD TX 75163 SFD 7.875 6.500 $1,062.23 360 1-Dec-28 $146,195.54
4910375 MIAMI SPRINGS FL 33166 SFD 8.625 6.500 $819.02 360 1-Dec-28 $105,112.13
4910594 LAWRENCEVILLE GA 30044 SFD 7.500 6.500 $517.42 360 1-Nov-28 $73,778.25
4910708 AUSTIN TX 78731 MF2 7.500 6.500 $1,671.83 360 1-Dec-28 $238,564.31
4910961 ANCHORAGE AK 99507 SFD 8.500 6.500 $891.94 360 1-Nov-28 $115,715.90
4911076 STATEN ISLAND NY 10310 MF2 8.750 6.500 $778.83 360 1-Jan-29 $98,885.68
4911254 SELDEN NY 11784 SFD 7.750 6.500 $752.24 360 1-Dec-28 $104,776.21
4911536 LIVONIA MI 48154 SFD 8.250 6.500 $1,095.35 360 1-Dec-28 $145,519.16
4912706 BETHEL CT 06801 SFD 8.000 6.500 $823.29 360 1-Jan-29 $112,048.92
4912806 HAMPTON BAYS NY 11946 SFD 8.125 6.500 $653.40 360 1-Dec-28 $87,826.12
4912936 EAST HAMPTON NY 11937 SFD 7.500 6.500 $1,258.59 360 1-Jan-29 $179,731.99
4912947 PHILADELPHIA PA 19149 SFD 8.625 6.500 $385.01 360 1-Dec-28 $49,411.68
4913027 FORT LAUDERDALE FL 33308 LCO 8.125 6.500 $304.43 360 1-Dec-28 $40,918.97
4913074 TAMPA FL 33615 SFD 7.500 6.500 $441.91 360 1-Dec-28 $63,058.39
4913240 EAST NORTHPORT NY 11731 SFD 8.250 6.500 $1,079.20 360 1-Dec-28 $143,319.98
4913328 POTOMAC MD 20854 SFD 7.375 6.500 $796.35 360 1-Jan-29 $115,123.99
4913330 SILVER SPRING MD 20902 SFD 7.375 6.500 $533.55 360 1-Jan-29 $77,132.07
4913331 SILVER SPRING MD 20910 SFD 7.375 6.500 $392.65 360 1-Jan-29 $56,763.22
4913332 SILVER SPRING MD 20901 SFD 7.375 6.500 $548.75 360 1-Jan-29 $79,328.70
4913333 SILVER SPRING MD 20902 SFD 7.375 6.500 $521.81 360 1-Jan-29 $75,434.66
4913334 ALEXANDRIA VA 22315 PUD 7.375 6.500 $557.73 360 1-Jan-29 $80,626.72
4913412 HAIKU HI 96708 SFD 8.375 6.500 $2,949.08 360 1-Nov-28 $387,025.20
4913974 GILBERT AZ 85296 SFD 6.750 6.483 $575.63 360 1-Nov-28 $87,936.12
4914041 SANTA FE NM 87501 SFD 8.250 6.500 $2,141.11 360 1-Dec-28 $284,412.51
4914044 SANTA FE NM 87501 SFD 8.000 6.500 $4,402.59 360 1-Dec-28 $598,640.80
4914067 ATLANTA GA 30306 MF4 7.875 6.500 $1,344.65 360 1-Dec-28 $185,064.58
4914652 MERRICK NY 11566 SFD 8.250 6.500 $2,043.45 360 1-Jan-29 $271,651.91
4914688 KEY WEST FL 33040 SFD 7.625 6.500 $1,308.00 360 1-Dec-28 $184,396.20
4914759 ROMEO MI 48065 SFD 7.500 6.500 $1,370.46 360 1-Dec-28 $195,560.89
4915035 BEDFORD NY 10506 SFD 7.875 6.500 $3,712.36 360 1-Dec-28 $510,935.97
4915226 FERRIDAY LA 71334 SFD 6.875 6.500 $745.61 360 1-Dec-28 $113,212.31
4915266 INDIANAPOLIS IN 46219 MF2 8.250 6.500 $691.70 360 1-Jan-29 $91,952.16
4915656 OWINGS MILLS MD 21117 SFD 8.375 6.500 $286.55 360 1-Jan-29 $37,252.97
4915687 NESKOWIN OR 97149 LCT 8.375 6.500 $324.56 360 1-Dec-28 $42,576.11
4915748 ANAHEIM CA 92805 SFD 8.500 6.500 $1,093.40 360 1-Jan-29 $142,027.09
4915755 LOUISVILLE KY 40219 SFD 7.375 6.500 $483.48 360 1-Dec-28 $69,839.20
4915947 STATEN ISLAND NY 10310 MF2 8.625 6.500 $840.02 360 1-Jan-29 $107,872.00
4915965 EAST HADDAM CT 06423 SFD 8.250 6.500 $894.01 360 1-Jul-28 $118,378.11
4915985 NEPTUNE NJ 07753 SFD 8.500 6.500 $519.02 360 1-Dec-28 $67,376.44
4917059 WARREN RI 02885 MF3 8.250 6.500 $797.85 360 1-Dec-28 $105,995.43
4917463 LOUISVILLE KY 40241 SFD 7.875 6.500 $340.79 360 1-Nov-28 $46,869.31
4917668 ANCHORAGE AK 99502 MF2 8.750 6.500 $915.33 360 1-Dec-28 $116,143.80
4917710 NASHVILLE TN 37221 SFD 7.000 6.500 $2,235.41 360 1-Nov-28 $334,888.68
4917849 PORTLAND OR 97217 SFD 7.875 6.500 $639.52 360 1-Jan-29 $88,078.18
4918158 DORCHESTER MA 02125 SFD 8.000 6.500 $885.66 360 1-Jan-29 $120,537.48
4919426 CAMBRIDGE MA 02138 LCO 8.250 6.500 $2,156.14 360 1-Jan-29 $286,632.72
4919780 CLINTON CORNERS NY 12514 SFD 7.750 6.500 $704.95 360 1-Jan-29 $98,260.65
4920239 SANDY UT 84094 LCO 7.500 6.500 $454.49 360 1-Dec-28 $64,854.38
4920600 INDIANAPOLIS IN 46219 MF2 8.250 6.500 $616.64 360 1-Jan-29 $81,974.96
4920623 SOUTHPORT FL 32409 SFD 8.250 6.500 $751.27 360 1-Dec-28 $99,807.37
4920672 RICHMOND IN 47374 SFD 8.625 6.500 $231.01 360 1-Dec-28 $29,647.00
4920814 HALLANDALE FL 33009 HCO 8.375 6.500 $706.87 360 1-Dec-28 $92,825.36
4920945 RIVERSIDE RI 02915 SFD 8.000 6.500 $410.91 360 1-Dec-28 $55,807.79
4921115 PHOENIX AZ 85044 SFD 7.250 6.500 $477.52 360 1-Nov-28 $69,779.60
4921148 CORONA NY 11368 MF3 8.125 6.500 $2,059.69 360 1-Feb-29 $277,218.54
4921857 HERMOSA BEACH CA 90254 LCT 8.375 6.500 $1,459.91 360 1-Jan-29 $191,835.39
4921983 SEATTLE WA 98119 SFD 8.500 6.500 $1,038.04 360 1-Dec-28 $134,752.89
4922052 ARDEN NC 28704 MF2 7.375 6.500 $855.75 360 1-Jan-29 $123,710.86
4922242 ST. LOUIS MO 63128 LCO 8.625 6.500 $346.51 360 1-Dec-28 $44,470.50
4922414 BOCA RATON FL 33486 SFD 8.125 6.500 $968.96 360 1-Dec-28 $130,242.16
4922545 EAST STROUDSBURG PA 18301 SFD 6.875 6.500 $541.31 360 1-Jan-29 $82,261.15
4922548 JENSEN BEACH FL 34957 LCO 7.875 6.500 $362.54 360 1-Dec-28 $49,896.08
4922978 CASTROVILLE TX 78009 MF4 8.625 6.500 $896.02 360 1-Dec-28 $114,994.47
4922990 CASTROVILLE TX 78009 MF4 8.625 6.500 $1,132.46 360 1-Dec-28 $145,340.26
4922998 CASTROVILLE TX 78009 MF4 8.625 6.500 $896.01 360 1-Dec-28 $114,994.50
4923208 BEDFORD TX 76022 SFD 8.750 6.500 $424.82 360 1-Dec-28 $53,906.11
4923263 SOMERS POINT NJ 08244 SFD 8.625 6.500 $525.01 360 1-Jan-29 $67,420.01
4923268 SCOTTSDALE AZ 85260 LCO 8.250 6.500 $1,280.54 360 1-Feb-29 $170,341.30
4923312 NEW YORK NY 10014 COP 8.500 6.500 $662.04 360 1-Feb-29 $86,047.83
4923349 NORFOLK VA 23503 SFD 8.625 6.500 $367.90 360 1-Feb-29 $47,272.07
4923391 ATLANTA GA 30309 HCO 8.375 6.500 $1,767.17 360 1-Dec-28 $232,063.43
4923396 LA HONDA CA 94020 SFD 8.000 6.500 $3,140.51 360 1-Oct-28 $426,544.84
4923754 NORTHBRIDGE MA 01747 SFD 7.875 6.500 $894.02 360 1-Jan-29 $123,129.72
4923768 MASHPEE MA 02649 LCO 7.750 6.500 $333.14 360 1-Jan-29 $46,403.71
4923855 MOORESVILLE IN 46158 SFD 8.500 6.500 $252.98 360 1-Jan-29 $32,859.98
4924223 EWA BEACH HI 96706 SFD 7.500 6.500 $999.88 360 1-Oct-28 $142,462.68
4924231 SANDPOINT ID 83864 SFD 7.750 6.500 $1,182.08 360 1-Oct-28 $164,410.16
4924371 LYNDHURST NJ 07071 MF2 8.000 6.500 $1,508.62 360 1-Jan-29 $205,323.18
4924421 IDAHO FALLS ID 83402 SFD 8.500 6.500 $184.54 360 1-Dec-28 $23,956.07
4924460 PHILADELPHIA PA 19152 SFD 8.750 6.500 $566.43 360 1-Dec-28 $71,874.80
4924540 KENNEWICK WA 99336 SFD 7.375 6.500 $1,408.98 360 1-Jan-29 $203,688.59
4924601 COLORADO SPRINGS CO 80920 MF4 8.250 6.500 $1,845.12 360 1-Jan-29 $245,285.68
4924630 COLORADO SPRINGS CO 80918 MF4 8.250 6.500 $1,721.91 360 1-Jan-29 $228,906.68
4924741 HOLLYWOOD FL 33021 LCO 8.250 6.500 $483.45 360 1-Jan-29 $64,267.63
4924768 INDIANAPOLIS IN 46201 SFD 8.500 6.500 $320.41 360 1-Dec-28 $41,593.71
4924769 INDIANAPOLIS IN 46201 SFD 8.500 6.500 $330.79 360 1-Dec-28 $42,941.24
4924819 LAKELAND FL 33809 PUD 7.875 6.500 $424.17 360 1-Dec-28 $58,378.41
4924852 VIRGINIA BEACH VA 23451 SFD 6.875 6.500 $2,364.95 360 1-Oct-28 $358,470.32
4925090 FORT WORTH TX 76137 SFD 8.125 6.500 $356.40 360 1-Dec-28 $47,905.16
4925361 MIAMI FL 33147 MF2 8.625 6.500 $624.18 360 1-Dec-28 $80,106.83
4925633 GREENSBORO NC 27317 LCO 8.000 6.500 $460.81 360 1-Jan-29 $62,715.44
4925912 RICHMOND VA 23233 SFD 8.375 6.500 $1,422.86 360 1-Dec-28 $186,848.48
4926452 BROKEN ARROW OK 74011 SFD 7.875 6.500 $807.37 360 1-Jan-29 $111,196.22
4926471 MOORESTOWN TWP. NJ 08057 SFD 8.375 6.500 $972.89 360 1-Dec-28 $127,759.66
4926626 ANCHORAGE AK 99515 MF4 7.125 6.500 $997.78 360 1-Jan-29 $146,900.32
4926828 PROVIDENCE RI 02904 MF3 8.375 6.500 $383.08 360 1-Jan-29 $50,337.12
4927014 NAMPA ID 83686 MF4 8.250 6.500 $1,196.77 360 1-Jan-29 $159,096.14
4927456 BROOKLYN NY 11211 MF4 7.625 6.500 $2,123.38 360 1-Dec-28 $299,344.46
4927563 MIAMI FL 33139 LCO 7.875 6.500 $406.04 360 1-Jan-29 $55,922.67
4927568 PANAMA CITY FL 32413 HCO 7.875 6.500 $1,012.56 360 1-Jan-29 $139,457.15
4927628 PHILADELPHIA PA 19149 SFD 7.375 6.500 $262.46 360 1-Feb-29 $37,941.98
4927781 MANKATO MN 56001 SFD 6.875 6.500 $341.61 360 1-Jan-29 $51,912.37
4927828 PEORIA AZ 85381 LCO 8.125 6.500 $560.59 360 1-Jan-29 $75,300.21
4927968 BROOKLYN NY 11236 MF2 7.750 6.500 $1,871.63 360 1-Mar-29 $261,250.00
4928011 ELMHURST NY 11373 MF3 8.250 6.500 $2,163.65 360 1-Jan-29 $287,631.44
4928157 MARYLAND HEIGHTS MO 63043 SFD 8.750 6.500 $800.08 360 1-Jan-29 $101,582.54
4928307 MIAMI FL 33158 SFD 8.125 6.500 $2,019.60 360 1-Jan-29 $271,642.93
4928897 TALLAHASSEE FL 32312 SFD 8.125 6.500 $363.83 360 1-Dec-28 $48,804.36
4928946 RICHMOND VA 23225 SFD 8.250 6.500 $338.07 360 1-Jan-29 $44,942.42
4929153 TALLAHASSEE FL 32312 SFD 8.125 6.500 $421.00 360 1-Jan-29 $56,472.61
4929155 TALLAHASSEE FL 32303 SFD 8.125 6.500 $415.80 360 1-Dec-28 $55,776.45
4929157 TALLAHASSEE FL 32312 SFD 8.125 6.500 $353.43 360 1-Dec-28 $47,344.90
4929351 TALLAHASSEE FL 32304 SFD 8.125 6.500 $516.04 360 1-Jan-29 $69,408.76
4929450 LAKELAND FL 33811 MF2 8.125 6.500 $410.98 360 1-Jan-29 $55,277.33
4929900 GREENSBORO NC 27401 MF2 8.500 6.500 $346.02 360 1-Jan-29 $44,945.27
4929985 COLORADO SPRINGS CO 80922 SFD 8.250 6.500 $822.26 360 1-Jan-29 $109,309.94
4930070 TIFFIN OH 44883 SFD 8.250 6.500 $385.40 360 1-Jan-29 $51,234.35
4930504 APACHE JUNCTION AZ 85219 MF2 8.500 6.500 $878.87 360 1-Feb-29 $114,230.75
4930724 HUNTINGTON NY 11743 SFD 8.375 6.500 $3,040.29 360 1-Dec-28 $399,248.91
4930951 PALMETTO FL 34221 SFD 8.125 6.500 $424.34 360 1-Jan-29 $57,074.97
4931621 CUYAHOGA FALLS OH 44221 MF2 8.125 6.500 $641.52 360 1-Jan-29 $86,286.58
4931997 RALEIGH NC 27614 SFD 7.250 6.500 $951.64 360 1-Jan-29 $139,281.69
4932199 KEANSBURG NJ 07734 SFD 8.250 6.500 $573.22 360 1-Jan-29 $76,202.35
4932465 EAGLE RIVER AK 99577 MF4 7.625 6.500 $1,732.68 360 1-Dec-28 $244,265.07
4932681 NEWPORT NEWS VA 23601 SFD 8.500 6.500 $735.86 360 1-Jan-29 $95,582.91
4932718 ATLANTA GA 30318 MF2 8.625 6.500 $700.02 360 1-Jan-29 $89,893.33
4932773 MONTGOMERY AL 36111 MF2 7.875 6.500 $564.47 360 1-Jan-29 $77,742.49
4933283 BETHESDA MD 20816 LCO 8.750 6.500 $545.19 360 1-Jan-29 $69,219.95
4933349 SAINT LOUIS MO 63132 SFD 8.250 6.500 $751.27 360 1-Jan-29 $99,872.02
4933415 CORONA NY 11368 MF2 8.250 6.500 $1,159.77 360 1-Jan-29 $154,177.44
4935509 LOS ANGELES NORTHRIDGE ACA 91326 SFD 7.500 6.500 $2,075.27 360 1-Dec-28 $296,110.16
4935521 FRANKLIN MI 48025 SFD 7.625 6.500 $2,300.33 360 1-Nov-28 $324,050.09
4935529 DANVILLE CA 94506 SFD 7.500 6.500 $2,345.17 360 1-Dec-28 $334,648.56
4935547 LOS ANGELES CA 90068 SFD 7.375 6.500 $1,878.64 360 1-Dec-28 $270,369.11
4935556 MURRIETA CA 92562 SFD 7.375 6.500 $1,726.69 360 1-Nov-28 $249,232.03
4935562 MALIBU CA 90265 SFD 7.625 6.500 $4,430.79 360 1-Nov-28 $624,170.32
4935569 CARLSBAD CA 92009 PUD 7.500 6.500 $2,223.86 360 1-Sep-28 $316,611.40
4935579 POWAY CA 92064 SFD 7.375 6.500 $3,453.38 360 1-Dec-28 $498,851.59
4935600 SUNNYVALE CA 94087 SFD 7.375 6.500 $3,302.12 360 1-Dec-28 $477,001.90
4935613 ROWLAND HEIGHTS CA 91748 SFD 7.625 6.500 $2,526.82 360 1-Dec-28 $356,219.92
4935633 VOLCANO CA 95689 SFD 7.625 6.500 $1,766.65 360 1-Nov-28 $248,870.49
4935645 SAN DIEGO CA 92130 SFD 7.625 6.500 $1,833.89 360 1-Dec-28 $258,533.84
4935693 LAS VEGAS NV 89118 SFD 7.625 6.500 $1,748.25 360 1-Dec-28 $246,460.27
4935700 CORRALES NM 87048 SFD 7.500 6.500 $3,091.23 360 1-Dec-28 $441,109.52
4935759 SAN JOSE CA 95124 SFD 8.000 6.500 $2,935.06 360 1-Nov-28 $398,915.64
4935785 ARCADIA CA 91007 SFD 8.000 6.500 $2,338.87 360 1-Nov-28 $317,885.93
4935797 INVERNESS IL 60067 SFD 8.750 6.500 $3,146.80 360 1-Dec-28 $399,304.56
4935818 POUND RIDGE NY 10576 SFD 8.500 6.500 $2,429.77 360 1-Nov-28 $315,226.08
4935834 STONY POINT NY 10980 SFD 8.250 6.500 $1,953.29 360 1-Nov-28 $259,138.67
4935839 MARIETTA GA 30062 SFD 8.500 6.500 $795.83 360 1-Jan-29 $103,273.43
4935844 SAN ANSELMO CA 94960 SFD 7.750 6.500 $2,693.71 360 1-Nov-28 $374,928.16
4935898 RIDGEFIELD CT 06877 SFD 8.375 6.500 $2,363.82 360 1-Nov-28 $310,218.68
4935917 ALPHARETTA GA 30022 SFD 8.375 6.500 $1,154.70 360 1-Jan-29 $151,730.50
4935920 CLAYTON CA 94517 SFD 8.000 6.500 $1,837.35 360 1-Nov-28 $249,721.19
4935949 PASADENA CA 91108 SFD 7.750 6.500 $3,553.40 360 1-Dec-28 $494,943.01
4935972 PEABODY MA 01960 SFD 7.750 6.500 $1,772.40 360 1-Nov-28 $246,694.78
4935985 FOUNTAIN HILLS AZ 85268 SFD 7.750 6.500 $3,106.72 360 1-Nov-28 $432,413.84
4936047 SALEM OR 97303 SFD 7.625 6.500 $414.06 360 1-Jan-29 $58,415.05
4936058 CARLSBAD CA 92008 SFD 7.750 6.500 $1,948.64 360 1-Dec-28 $271,399.83
4936079 HUMAROCK MA 02047 SFD 8.375 6.500 $2,223.21 360 1-Nov-28 $291,765.14
4936134 SEATLLE WA 98199 SFD 7.625 6.500 $1,167.86 360 1-Jan-29 $164,760.40
4936312 GRASONVILLE MD 21638 SFD 7.875 6.500 $500.30 360 1-Jan-29 $68,904.71
4937304 RALEIGH NC 27610 SFD 8.500 6.500 $588.22 360 1-Jan-29 $76,406.98
4937384 COCOA BEACH FL 32931 LCT 8.125 6.500 $540.54 360 1-Feb-29 $72,752.38
4937479 OLATHE KS 66062 SFD 8.000 6.500 $520.98 360 1-Feb-29 $70,952.35
4937549 EAST HAMPTON NY 11937 SFD 8.125 6.500 $1,930.50 360 1-Feb-29 $259,829.92
4937717 DETROIT MI 48219 SFD 8.250 6.500 $311.03 360 1-Jan-29 $41,347.01
4937779 MOUNTAIN VILLAGE CO 81435 SFD 8.250 6.500 $7,137.04 360 1-Jan-29 $948,784.26
4938638 BOWIE MD 20716 PUD 7.125 6.500 $1,020.69 360 1-Oct-28 $150,886.97
4939128 BRIDGEPORT CT 06605 MF3 8.500 6.500 $498.26 360 1-Jan-29 $64,721.20
4939592 OCEANSIDE CA 92057 SFD 8.125 6.500 $2,150.27 360 1-Nov-28 $288,834.53
4939630 CARLSBAD CA 92009 SFD 7.625 6.500 $2,244.41 360 1-Dec-28 $316,407.11
4939640 AURORA CO 80016 SFD 8.250 6.500 $2,355.97 360 1-Nov-28 $312,791.84
4939648 SAN CARLOS CA 94070 SFD 7.750 6.500 $2,371.32 360 1-Nov-28 $330,056.46
4940124 PHILADELPHIA PA 19149 SFD 8.500 6.500 $415.22 360 1-Jan-29 $53,934.33
4940470 TAMARAC FL 33321 PUD 7.625 6.500 $433.17 360 1-Jan-29 $61,111.13
4940681 EASTON CT 06612 SFD 7.750 6.500 $1,461.49 360 1-Dec-28 $203,295.69
4940757 NEW YORK NY 10025 COP 8.000 6.500 $278.84 360 1-Feb-29 $37,974.49
4941040 OLATHE KS 66061 SFD 8.000 6.500 $277.00 360 1-Feb-29 $37,724.67
4941054 OLATHE KS 66062 SFD 8.000 6.500 $381.56 360 1-Feb-29 $51,965.11
4941062 FLUSHING NY 11358 MF2 7.500 6.500 $2,073.88 360 1-Jan-29 $296,158.36
4941692 BROOKLYN NY 11217 COP 8.250 6.500 $462.03 360 1-Feb-29 $61,360.78
4941800 SEATTLE WA 98103 SFD 8.500 6.500 $1,868.46 360 1-Jan-29 $242,704.54
4941805 NORTH SYRACUSE NY 13212 SFD 8.250 6.500 $422.97 360 1-Jan-29 $56,227.94
4942079 INDIAN WELLS CA 92210 SFD 7.750 6.500 $2,552.22 360 1-Jan-29 $355,596.76
4942214 KENNESAW GA 30152 SFD 7.750 6.500 $687.76 360 1-Jan-29 $95,864.04
4942269 TAMPA FL 33629 MF4 8.250 6.500 $1,501.79 360 1-Jan-29 $199,429.86
4942746 PANAMA CITY FL 32413 SFD 8.000 6.500 $436.59 360 1-Feb-29 $59,460.08
4942795 INDIANAPOLIS IN 46201 MF2 8.250 6.500 $539.56 360 1-Jan-29 $71,728.09
4942910 OCEAN CITY MD 21842 HCO 7.750 6.500 $1,047.76 360 1-Feb-29 $146,146.77
4943100 PHILADELPHIA PA 19149 SFD 8.625 6.500 $420.01 360 1-Jan-29 $53,936.01
4943392 SANDY UT 84093 SFD 7.625 6.500 $1,507.61 360 1-Jan-29 $212,690.68
4943435 SAN MARTIN CA 95046 SFD 7.375 6.500 $1,816.48 360 1-Jan-29 $262,598.51
4943648 PHILADELPHIA PA 19120 MF2 8.625 6.500 $628.46 360 1-Jan-29 $80,704.24
4944033 SARASOTA FL 34232 SFD 8.000 6.500 $358.08 360 1-Feb-29 $48,767.25
4944689 GRAPEVINE TX 76051 MF2 8.500 6.500 $954.23 360 1-Jan-29 $123,949.10
4945091 WEARE NH 03281 SFD 8.500 6.500 $847.35 360 1-Jan-29 $110,066.00
4945445 DAVIE FL 33325 SFD 8.375 6.500 $684.07 360 1-Jan-29 $89,887.72
4945555 HOLLYWOOD FL 33021 MF2 8.375 6.500 $441.23 360 1-Feb-29 $57,954.39
4945568 WILMINGTON NC 28401 SFD 7.750 6.500 $501.49 360 1-Feb-29 $69,950.59
4945927 MERRICK NY 11566 SFD 7.875 6.500 $1,210.51 360 1-Feb-29 $166,835.10
4946301 MURRAY UT 84107 SFD 7.750 6.500 $716.42 360 1-Feb-29 $99,929.41
4947547 NEW PORT RICHEY FL 34655 SFD 7.500 6.500 $852.35 360 1-Jan-29 $121,718.49
4948198 MILLBRAE CA 94030 SFD 7.500 6.500 $1,824.95 360 1-Jan-29 $260,611.39
4948257 EAST NORTHPORT NY 11731 SFD 8.375 6.500 $1,191.42 360 1-Mar-29 $156,750.00
4948518 WESTVILLE BORO. NJ 08093 MF2 8.625 6.500 $518.01 360 1-Jan-29 $66,521.07
4949216 CLIFFWOOD BEACH NJ 07735 SFD 7.750 6.500 $508.66 360 1-Feb-29 $70,949.88
4949355 FRISCO CO 80443 LCO 8.250 6.500 $1,278.66 360 1-Feb-29 $170,091.47
4949418 COLORADO SPRINGS CO 80911 SFD 7.750 6.500 $593.19 360 1-Feb-29 $82,741.56
4949457 AUSTIN TX 78729 MF2 8.250 6.500 $646.09 360 1-Feb-29 $85,945.16
4949722 SAN FRANCISCO CA 94116 SFD 7.625 6.500 $1,153.71 360 1-Feb-29 $162,882.02
4950516 CAROLINA BEACH NC 28428 SFD 7.500 6.500 $534.90 360 1-Feb-29 $76,443.23
4950634 IDAHO FALLS ID 83402 MF2 8.750 6.500 $509.78 360 1-Jan-29 $64,725.17
4951164 COLLEGE STATION TX 77840 MF2 7.625 6.500 $806.88 360 1-Jan-29 $113,834.47
4951166 COLLEGE STATION TX 77840 MF2 7.625 6.500 $806.88 360 1-Jan-29 $113,834.47
4951167 COLLEGE STATION TX 77840 MF2 7.625 6.500 $806.88 360 1-Jan-29 $113,834.47
4951746 ANCHORAGE AK 99504 MF2 7.625 6.500 $1,218.82 360 1-Dec-28 $171,823.72
4951797 NORFOLK VA 23513 SFD 8.250 6.500 $378.64 360 1-Feb-29 $50,367.86
4952928 LAKEWOOD NJ 08701 SFD 7.875 6.500 $1,015.10 360 1-Feb-29 $139,903.65
4953770 LAS VEGAS NV 89130 SFD 6.625 6.358 $578.84 360 1-Jan-29 $90,240.05
4953902 LA VISTA NE 68128 SFD 7.750 6.500 $481.43 360 1-Feb-29 $67,152.57
4953907 AUSTIN TX 78703 MF3 7.875 6.500 $899.09 360 1-Feb-29 $123,914.66
4955023 ELLICOTT CITY MD 21042 SFD 8.125 6.500 $2,208.93 360 1-Feb-29 $297,305.39
4955738 MIAMI FL 33196 LCO 7.750 6.500 $399.12 360 1-Feb-29 $55,670.67
4955798 MERRITT ISLAND FL 32953 SFD 7.875 6.500 $443.75 360 1-Feb-29 $61,157.88
4955885 CORTLANDT MANOR NY 10566 SFD 7.625 6.500 $2,264.94 360 1-Feb-29 $319,768.39
4956131 IDAHO FALLS ID 83402 SFD 7.500 6.500 $368.49 360 1-Feb-29 $52,660.89
4956524 REDMOND OR 97756 SFD 8.000 6.500 $792.47 360 1-Feb-29 $107,927.53
4958241 BETHANY VILLAGE DE 19930 HCO 8.125 6.500 $1,408.34 360 1-Feb-29 $189,550.92
4958328 RIDGEWOOD NY 11385 MF3 8.250 6.500 $1,748.58 360 1-Mar-29 $232,750.00
4958331 PHILADELPHIA PA 19147 MF3 7.875 6.500 $1,774.97 360 1-Feb-29 $244,631.53
4958737 NORTH RICHLAND HILLS TX 76180 SFD 7.625 6.500 $789.90 360 1-Feb-29 $111,519.23
4960037 MIDDLETOWN NY 10940 SFD 8.250 6.500 $389.16 360 1-Feb-29 $51,766.97
4961877 ERLANGER KY 41018 SFD 8.000 6.500 $488.69 360 1-Dec-28 $66,465.04
4962024 MOORESTOWN NJ 08057 SFD 7.750 6.500 $2,177.89 360 1-Feb-29 $303,785.44
4962434 BALTIMORE MD 21227 SFD 8.625 6.500 $416.90 360 1-Feb-29 $53,568.35
4964206 ENGLEWOOD CO 80110 SFD 7.875 6.500 $730.51 360 1-Feb-29 $100,680.66
4964330 REDWOOD CITY CA 94062 SFD 7.750 6.500 $1,579.69 360 1-Mar-29 $220,500.00
4964876 REDWOOD CITY CA 94063 SFD 7.750 6.500 $974.33 360 1-Mar-29 $136,000.00
4964894 WELLINGTON FL 33414 SFD 8.250 6.500 $495.84 360 1-Feb-29 $65,957.91
4965668 POTOMAC MD 20854 SFD 8.250 6.500 $4,883.24 360 1-Mar-29 $650,000.00
4966222 AURORA IL 60505 MF2 8.250 6.500 $622.05 360 1-Feb-29 $82,747.20
4968796 CAPITOL HEIGHTS MD 20743 SFD 7.500 6.500 $792.91 360 1-Mar-29 $113,400.00
4968804 AUSTIN TX 78753 SFD 8.125 6.500 $400.95 360 1-Feb-29 $53,964.67
4969469 BLOOMFIELD HILLS MI 48302 SFD 7.875 6.500 $4,712.96 360 1-Feb-29 $649,552.67
4970116 NORTH BERGEN NJ 07047 MF3 6.125 5.858 $528.02 360 1-Jan-29 $86,730.63
4970923 BROOKLYN NY 11238 MF3 7.375 6.500 $2,348.30 360 1-Jan-29 $339,480.97
6519576 SAN ANTONIO TX 78258 PUD 7.125 6.500 $1,211.35 360 1-Nov-28 $179,219.71
6608518 AUSTIN TX 78733 SFD 6.875 6.500 $1,585.17 360 1-Dec-28 $240,688.35
6615403 HUDSON FL 34667 SFD 8.000 6.500 $754.38 360 1-Nov-28 $102,531.31
6726982 YORKTOWN VA 23693 SFD 7.250 6.500 $1,086.02 360 1-Oct-28 $158,571.51
6736914 NEWARK DE 19711 SFD 6.750 6.483 $1,019.60 360 1-Nov-28 $156,047.24
6754593 SEQUIM WA 98382 SFD 7.250 6.500 $2,210.25 360 1-Nov-28 $322,979.80
6805925 POMONA CA 91766 LCO 7.875 6.500 $548.15 360 1-Jan-29 $75,495.61
6810004 PASADENA MD 21122 PUD 7.250 6.500 $1,180.51 360 1-Oct-28 $172,366.79
6889730 OXNARD CA 93035 LCO 7.125 6.500 $1,557.64 360 1-Nov-28 $230,453.83
6894723 GLYNDON MD 21071 SFD 7.625 6.500 $1,601.74 360 1-Nov-28 $225,638.57
6917097 SAN DIEGO CA 92116 MF2 7.875 6.500 $789.60 360 1-Jan-29 $108,749.62
6917627 BELAIR MD 21015 SFD 6.750 6.483 $1,391.07 360 1-Oct-28 $213,540.29
6917687 SAN JOSE CA 95148 SFD 7.375 6.500 $2,287.52 360 1-Sep-28 $329,664.45
6919102 OAKLAND FL 34777 PUD 7.500 6.500 $978.90 360 1-Dec-28 $139,686.35
6920499 GERMANTOWN MD 20876 SFD 6.875 6.500 $1,826.92 360 1-Nov-28 $274,522.52
6925576 OLNEY MD 20832 SFD 7.000 6.500 $1,907.75 360 1-Nov-28 $285,801.58
6927471 HERNDON VA 20171 PUD 6.875 6.500 $1,895.90 360 1-Nov-28 $287,621.79
6932632 SOUTH RIDING VA 20152 SFD 6.875 6.500 $2,333.08 360 1-Nov-28 $353,946.24
6932648 FAIRFAX VA 22033 SFD 6.875 6.500 $1,266.89 360 1-Nov-28 $192,196.33
6932909 LEESBURG VA 20175 PUD 6.875 6.500 $1,943.20 360 1-Nov-28 $294,797.37
6938883 IRVINE CA 92620 PUD 7.250 6.500 $1,380.40 360 1-Nov-28 $201,514.04
6945781 LEESBURG VA 20175 SFD 6.750 6.483 $1,590.36 360 1-Nov-28 $244,348.41
6946780 MITCHELLVILLE MD 20721 PUD 7.125 6.500 $2,145.12 360 1-Nov-28 $317,372.42
6950032 CLARKSVILLE MD 21029 SFD 7.875 6.500 $2,206.39 360 1-Nov-28 $303,454.03
6952474 CENTREVILLE VA 20121 SFD 7.000 6.500 $1,536.52 360 1-Dec-28 $230,378.74
6957877 ALEXANDRIA VA 22304 PUD 6.625 6.358 $1,175.10 360 1-Dec-28 $183,031.56
6958188 SAN CLEMENTE CA 92672 PUD 7.625 6.500 $2,251.14 360 1-Nov-28 $317,120.40
6963203 ROCKVILLE MD 20850 SFD 7.500 6.500 $1,426.40 360 1-Sep-28 $203,077.28
6967073 SAN DIEGO CA 92126 SFD 8.000 6.500 $991.68 360 1-Jul-28 $134,407.41
6979024 NO PLAINFIELD NJ 07060 SFD 8.125 6.500 $601.42 360 1-Sep-28 $80,676.68
6984362 BELLEVUE WA 98004 SFD 7.750 6.500 $2,794.01 360 1-Dec-28 $389,168.87
6984613 LAS FLORES AREA CA 92688 SFD 7.375 6.500 $1,802.32 360 1-Nov-28 $260,148.39
7001519 ASHBURN VA 20147 SFD 6.875 6.500 $1,274.11 360 1-Dec-28 $193,458.38
7004532 BOWIE MD 20720 SFD 7.250 6.500 $1,460.52 360 1-Nov-28 $213,422.85
7026675 BRIGHTON MA 02146 HCO 7.625 6.500 $626.40 360 1-Aug-28 $87,941.66
7031698 SACRAMENTO CA 95828 MF2 7.875 6.500 $365.43 360 1-Oct-28 $50,224.30
7046519 NAPERVILLE IL 60540 PUD 7.500 6.500 $1,398.43 360 1-Nov-28 $199,400.69
7051659 CAPE CORAL FL 33904 MF2 8.000 6.500 $1,108.35 360 1-Sep-28 $150,431.67
7056658 ATLANTA GA 30308 MF3 7.500 6.500 $2,674.50 360 1-Nov-28 $381,353.82
7057830 NEWPORT COAST CA 92647 PUD 7.375 6.500 $3,149.13 360 1-Nov-28 $454,549.40
7059121 HENDERSON NV 89012 PUD 7.250 6.500 $535.85 360 1-Nov-28 $78,302.66
7060728 MITCHELLVILLE MD 20721 SFD 7.500 6.500 $1,909.90 360 1-Dec-28 $272,538.06
7065131 FRESNO CA 93722 SFD 7.375 6.500 $1,105.08 360 1-Sep-28 $159,258.20
7066020 GAITHERSBURG MD 20878 SFD 7.250 6.500 $1,412.79 360 1-Sep-28 $206,115.87
7073627 LINCOLN CITY OR 97367 SFD 7.875 6.500 $2,702.70 360 1-Dec-28 $371,975.35
7075058 YORBA LINDA CA 92887 SFD 7.375 6.500 $1,823.38 360 1-Oct-28 $262,175.78
7076084 CHINO HILLS CA 91709 SFD 6.875 6.500 $1,439.99 360 1-Dec-28 $218,644.36
7079191 SALT LAKE CITY UT 84103 MF4 7.500 6.500 $699.21 360 1-Sep-28 $99,547.73
7081015 OZARK MO 65721 SFD 8.000 6.500 $779.26 360 1-Sep-28 $105,765.25
7084789 NEENAH WI 54956 SFD 7.625 6.500 $679.48 360 1-Jan-29 $95,860.60
7091255 LAFAYETTE IN 47905 SFD 7.500 6.500 $1,419.41 360 1-Sep-28 $202,081.80
7100996 ATHENS GA 30605 SFD 7.750 6.500 $499.70 360 1-Sep-28 $69,449.80
7101154 BULLHEAD CITY AZ 86442 PUD 8.250 6.500 $833.91 360 1-Nov-28 $110,713.94
7102173 OLNEY MD 20832 SFD 7.250 6.500 $1,773.32 360 1-Dec-28 $259,337.95
7102556 WALNUT CREEK CA 94596 SFD 8.000 6.500 $2,201.29 360 1-Jan-29 $299,596.08
7103758 PAINESVILLE OH 44077 SFD 7.625 6.500 $261.18 360 1-Sep-28 $36,635.90
7110209 ENCINITAS CA 92024 PUD 7.500 6.500 $1,845.23 360 1-Dec-28 $263,308.76
7112676 MONTCLAIR NJ 07043 SFD 7.500 6.500 $2,712.95 360 1-Nov-28 $386,837.36
7113997 RANCHO SANTA MARG CA 92688 PUD 7.500 6.500 $1,613.72 360 1-Jan-29 $230,447.37
7117016 ABSECON NJ 08201 SFD 8.000 6.500 $968.57 360 1-Aug-28 $131,367.48
7117470 GERMANTOWN MD 20876 SFD 7.500 6.500 $1,822.15 360 1-Jan-29 $260,211.99
7121359 CARBONDALE CO 81623 SFD 7.625 6.500 $1,840.26 360 1-Sep-28 $258,852.84
7121918 CENTREVILLE VA 20121 SFD 6.875 6.500 $1,625.90 360 1-Jan-29 $247,082.95
7122981 LAFAYETTE IN 47904 SFD 8.125 6.500 $367.54 360 1-Sep-28 $49,246.70
7123044 HAGERSTOWN MD 21740 LCO 7.500 6.500 $440.51 360 1-Sep-28 $62,715.02
7124057 RANCHO SANTA MARG CA 92688 SFD 7.750 6.500 $1,606.07 360 1-Dec-28 $223,685.55
7125516 YORK PA 17403 SFD 8.125 6.500 $311.85 360 1-Sep-28 $41,832.27
7125543 COLUMBUS OH 43228 SFD 7.125 6.500 $840.54 360 1-Sep-28 $124,154.45
7126443 HOOVER AL 35216 SFD 8.000 6.500 $513.64 360 1-Sep-28 $69,703.08
7127476 COLORADO SPRINGS CO 80920 SFD 7.500 6.500 $1,163.49 360 1-Oct-28 $165,774.78
7127617 N LAS VEGAS NV 89030 LCO 8.000 6.500 $440.63 360 1-Jan-29 $59,969.13
7128547 JACKSON MI 49201 MF4 7.625 6.500 $707.79 360 1-Oct-28 $99,227.11
7129385 NEWTOWN CT 06470 SFD 7.625 6.500 $2,258.75 360 1-Nov-28 $318,192.25
7129410 HILLSBORO OR 97123 SFD 7.625 6.500 $2,252.55 360 1-Oct-28 $317,083.58
7130583 GLENDALE AZ 85308 SFD 7.625 6.500 $1,594.31 360 1-Oct-28 $224,424.41
7130797 GILROY CA 95020 SFD 7.375 6.500 $2,043.24 360 1-Jan-29 $295,381.42
7131385 BREMERTON WA 98312 SFD 7.625 6.500 $1,557.15 360 1-Sep-28 $218,924.31
7131591 LYNDHURST OH 44124 SFD 7.000 6.500 $931.42 360 1-Dec-28 $139,653.73
7134820 IRVINE CA 92620 PUD 7.750 6.500 $1,981.04 360 1-Dec-28 $275,600.35
7135038 YORKVILLE NY 13495 SFD 8.375 6.500 $376.24 360 1-Dec-28 $49,407.04
7135147 LAS VEGAS NV 89134 SFD 7.375 6.500 $1,086.92 360 1-Dec-28 $157,008.53
7135243 GOOSE CREEK SC 29445 SFD 7.625 6.500 $762.19 360 1-Nov-28 $106,966.42
7136688 SATELLITE BEACH FL 32937 SFD 7.875 6.500 $424.17 360 1-Sep-28 $58,254.43
7138657 TAOS NM 87571 MF2 7.625 6.500 $753.09 360 1-Nov-28 $106,089.02
7138699 TUCSON AZ 85743 SFD 7.875 6.500 $899.09 360 1-Sep-28 $123,479.49
7143896 BAILEY CO 80421 SFD 8.125 6.500 $467.77 360 1-Oct-28 $62,791.15
7144342 FLAGSTAFF AZ 86001 SFD 8.125 6.500 $736.56 360 1-Sep-28 $98,803.99
7144941 REEDS SPRING MO 65737 SFD 7.250 6.500 $1,137.53 360 1-Oct-28 $166,003.54
7146375 ROSEVILLE CA 95747 SFD 7.875 6.500 $899.09 360 1-Oct-28 $123,567.67
7146804 RANCHO SANTA MARG CA 92688 SFD 7.500 6.500 $1,808.36 360 1-Jan-29 $258,242.94
7151964 SAN RAMON CA 94583 SFD 8.125 6.500 $3,121.09 360 1-Dec-28 $419,519.49
7152744 TWIN FALLS ID 83301 SFD 7.875 6.500 $568.45 360 1-Dec-28 $78,237.09
7164729 WHEATRIDGE CO 80033 SFD 7.750 6.500 $656.95 360 1-Jan-29 $91,570.14
7166288 SAN FRANCISCO CA 94131 SFD 7.625 6.500 $1,936.52 360 1-Nov-28 $272,800.34
7166988 LEWES DE 19958 SFD 7.875 6.500 $1,087.60 360 1-Nov-28 $149,583.03
7167937 GLOUCESTER VA 23061 SFD 7.625 6.500 $452.99 360 1-Nov-28 $63,809.55
7169441 OWINGS MILLS MD 21117 SFD 7.500 6.500 $1,946.26 360 1-Oct-28 $277,304.15
7169736 HUDSON WI 54016 SFD 7.500 6.500 $480.71 360 1-Jan-29 $68,647.64
7169788 CARMEL NY 10512 SFD 7.750 6.500 $2,149.24 360 1-Nov-28 $298,334.01
7177204 ARLINGTON VA 22207 SFD 7.000 6.500 $1,783.01 360 1-Sep-28 $266,662.56
7180302 WATSONVILLE CA 95076 SFD 7.500 6.500 $2,940.20 360 1-Oct-28 $418,920.00
7180621 ENDICOTT NY 13760 MF2 7.625 6.500 $222.96 360 1-Nov-28 $31,407.92
7180628 BINGHAMTON NY 13905 MF2 7.500 6.500 $283.18 360 1-Nov-28 $40,378.66
7184982 RICHMOND HILL NY 11418 SFD 8.000 6.500 $1,149.08 360 1-Oct-28 $156,067.54
7186515 DUMFRIES VA 22026 SFD 6.875 6.500 $1,606.19 360 1-Feb-29 $244,294.59
7186618 ROCKVILLE MD 20850 SFD 7.500 6.500 $1,648.75 360 1-Dec-28 $235,271.72
7187342 MILLINGTON NJ 07946 SFD 7.250 6.500 $2,046.53 360 1-Nov-28 $297,618.30
7187631 GREEN VALLEY AZ 85614 PUD 7.375 6.500 $726.59 360 1-Nov-28 $104,876.84
7188163 ST PETERSBURG FL 33702 SFD 7.875 6.500 $461.87 360 1-Nov-28 $63,522.90
7188356 GREEN BAY WI 54304 SFD 7.375 6.500 $1,292.94 360 1-Sep-28 $185,906.42
7188833 PORTLAND ME 04102 SFD 7.250 6.500 $435.57 360 1-Nov-28 $63,429.07
7189124 MECHANICSVILLE MD 20659 SFD 7.000 6.500 $860.74 360 1-Oct-28 $128,488.23
7189703 OCEAN CITY NJ 08226 MF2 7.500 6.500 $1,047.77 360 1-Nov-28 $149,400.98
7189745 MAINE NY 13802 SFD 7.750 6.500 $266.51 360 1-Nov-28 $37,093.94
7192609 YUMA AZ 85364 SFD 7.250 6.500 $712.87 360 1-Nov-28 $104,170.97
7192878 RANCHO SANTA MARG CA 92688 SFD 7.125 6.500 $1,282.71 360 1-Dec-28 $189,932.51
7195220 DANVILLE CA 94526 SFD 7.500 6.500 $2,097.64 360 1-Jan-29 $299,553.33
7196221 KEARNY NJ 07032 MF2 7.875 6.500 $977.39 360 1-Dec-28 $134,519.88
7198164 WEST MELBOURNE FL 32904 SFD 7.750 6.500 $548.06 360 1-Jan-29 $76,391.65
7198721 DELRAY BEACH FL 33484 PUD 8.125 6.500 $653.40 360 1-Jan-29 $87,884.47
7200436 DUMFRIES VA 22026 SFD 6.875 6.500 $1,288.57 360 1-Nov-28 $195,485.14
7200518 BRADENTON FL 34202 PUD 7.750 6.500 $687.76 360 1-Dec-28 $95,644.11
7203049 FOSTER CITY CA 94404 PUD 7.000 6.500 $2,262.03 360 1-Oct-28 $338,590.16
7204571 RANCHO SANTA MARG CA 92688 SFD 7.500 6.500 $1,724.44 360 1-Jan-29 $246,257.79
7204928 RUMNEY NH 03266 SFD 7.875 6.500 $482.17 360 1-Oct-28 $66,268.16
7205006 NORTH PLAINFIELD NJ 07060 SFD 8.250 6.500 $628.81 360 1-Jan-29 $83,592.89
7205503 LAS VEGAS NV 89117 MF4 8.375 6.500 $1,973.15 360 1-Dec-28 $259,112.54
7206207 AMELIA ISLAND FL 32034 HCO 7.000 6.500 $807.14 360 1-Oct-28 $120,749.07
7206973 SAN FRANCISCO CA 94115 LCO 7.250 6.500 $3,339.94 360 1-Nov-28 $488,058.34
7207460 SOUTH PADRE ISLAN TX 78597 SFD 7.625 6.500 $566.23 360 1-Oct-28 $79,402.99
7207918 CHANDLER AZ 85226 PUD 7.500 6.500 $748.16 360 1-Oct-28 $106,597.95
7208952 VESTAL NY 13850 SFD 7.500 6.500 $265.56 360 1-Nov-28 $37,866.20
7212539 LANSING MI 48910 MF2 8.250 6.500 $458.27 360 1-Feb-29 $60,207.19
7212903 AMSBURY MA 01913 SFD 8.125 6.500 $675.67 360 1-Dec-28 $90,687.06
7214823 MANCHESTER NH 03103 MF2 8.000 6.500 $457.87 360 1-Oct-28 $62,187.84
7215405 WALTHAM MA 02154 MF2 7.500 6.500 $1,450.87 360 1-Oct-28 $206,566.09
7216177 WILMINGTON DE 19802 HCO 7.750 6.500 $1,423.87 360 1-Nov-28 $198,183.44
7220738 PATERSON NJ 07504 SFD 7.750 6.500 $1,060.29 360 1-Nov-28 $147,578.11
7221099 LA MESA CA 91941 SFD 7.250 6.500 $998.71 360 1-Oct-28 $145,822.01
7221231 EASTLAKE OH 44095 SFD 8.125 6.500 $598.08 360 1-Oct-28 $80,145.05
7221331 PORTER IN 46304 SFD 7.875 6.500 $1,174.61 360 1-Oct-28 $160,607.72
7223823 CORONA CA 91719 SFD 7.875 6.500 $1,136.55 360 1-Dec-28 $156,424.23
7223899 ANGIER NC 27501 SFD 8.375 6.500 $710.67 360 1-Dec-28 $93,324.43
7225128 BLOOMFIELD NJ 07003 MF2 8.000 6.500 $1,089.64 360 1-Nov-28 $148,097.44
7226010 HONOLULU HI 96825 SFD 7.375 6.500 $2,072.03 360 1-Nov-28 $299,078.44
7227274 OLATHE KS 66062 SFD 8.250 6.500 $728.43 360 1-Dec-28 $96,773.23
7229336 WASHINGTON DC 20020 SFD 7.250 6.500 $1,255.20 360 1-Oct-28 $183,272.15
7229999 COLORADO SPRINGS CO 80919 SFD 7.625 6.500 $1,217.41 360 1-Nov-28 $171,365.92
7230115 SAN JOSE CA 95111 PUD 7.500 6.500 $1,833.69 360 1-Nov-28 $261,464.16
7231255 KANSAS CITY MO 64151 SFD 7.875 6.500 $717.46 360 1-Oct-28 $98,579.11
7232285 FAIRPLAY CO 80440 SFD 7.250 6.500 $627.60 360 1-Nov-28 $91,710.31
7232597 SATELLITE BEACH FL 32937 SFD 7.375 6.500 $1,408.98 360 1-Nov-28 $203,373.34
7232634 POCASSET MA 02559 SFD 8.250 6.500 $495.84 360 1-Jan-29 $65,915.53
7232730 CAMARILLO CA 93012 SFD 7.875 6.500 $1,087.60 360 1-Dec-28 $149,688.30
7232734 BETHLEHEM NH 03580 SFD 7.750 6.500 $406.92 360 1-Nov-28 $56,638.08
7233265 MCGREGOR TX 76657 SFD 8.250 6.500 $263.69 360 1-Nov-28 $35,009.56
7233756 SAN DIEGO CA 92109 SFD 7.250 6.500 $927.76 360 1-Nov-28 $135,571.77
7234103 LAKE HAVASU CITY AZ 86403 SFD 7.875 6.500 $512.26 360 1-Nov-28 $70,453.60
7234150 NEWPORT NEWS VA 23608 SFD 7.750 6.500 $348.18 360 1-Nov-28 $48,461.44
7234162 DENVER CO 80202 LCO 7.625 6.500 $2,654.23 360 1-Oct-28 $373,625.56
7234542 WASHINGTON DC 20016 PUD 7.250 6.500 $2,051.99 360 1-Nov-28 $299,852.83
7234577 TOPSFIELD MA 01983 SFD 7.750 6.500 $1,812.52 360 1-Oct-28 $252,095.59
7237248 BIG ROCK IL 60511 SFD 7.500 6.500 $594.33 360 1-Oct-28 $84,680.64
7238361 SANDUSKY OH 44870 SFD 7.875 6.500 $309.97 360 1-Nov-28 $42,631.14
7239593 CRANBERRY TWP PA 16066 SFD 7.625 6.500 $743.18 360 1-Nov-28 $104,693.12
7242469 STAMFORD CT 06902 LCO 7.750 6.500 $601.79 360 1-Nov-28 $83,760.53
7248911 HENDERSON NV 89014 SFD 7.750 6.500 $659.10 360 1-Nov-28 $91,737.75
7250994 WELLESLEY MA 02181 SFD 7.750 6.500 $2,829.83 360 1-Dec-28 $394,158.22
7251557 OXNARD CA 93030 SFD 7.875 6.500 $1,757.57 360 1-Jan-29 $242,065.27
7257641 LOUISVILLE KY 40222 SFD 7.875 6.500 $1,065.85 360 1-Nov-28 $146,469.90
7257733 CINCINNATI OH 45255 SFD 8.000 6.500 $990.58 360 1-Jan-29 $134,818.24
7258903 LOUISVILLE KY 40222 SFD 7.750 6.500 $985.78 360 1-Nov-28 $137,106.47
7261617 MANITOWOC WI 54220 MF2 8.250 6.500 $486.82 360 1-Nov-28 $64,633.01
7261952 SAN CLEMENTE CA 92672 PUD 8.250 6.500 $2,268.83 360 1-Jan-29 $301,611.77
7261990 KEYSTONE CO 80435 LCO 7.375 6.500 $2,049.92 360 1-Nov-28 $295,888.29
7264569 SAN CLEMENTE CA 92673 SFD 7.875 6.500 $2,673.33 360 1-Jan-29 $367,565.53
7267137 FALCON HEIGHTS MN 55113 SFD 7.500 6.500 $957.05 360 1-Dec-28 $136,568.35
7270265 WINCHESTER VA 22602 SFD 6.875 6.500 $354.74 360 1-Nov-28 $53,816.98
7270524 SHAKOPEE MN 55379 SFD 8.125 6.500 $768.48 360 1-Nov-28 $103,226.44
7270585 HAGERSTOWN MD 21742 SFD 8.500 6.500 $1,263.32 360 1-Nov-28 $163,380.48
7271033 BERKELEY CA 94702 MF3 7.375 6.500 $2,144.55 360 1-Nov-28 $309,546.18
7276275 CHESTERFIELD MO 63005 PUD 7.625 6.500 $955.52 360 1-Nov-28 $134,605.43
7276390 FAIRFAX VA 22070 PUD 7.625 6.500 $968.26 360 1-Oct-28 $120,196.95
7276777 CHEYENNE WY 82001 MF2 8.000 6.500 $726.43 360 1-Nov-28 $98,710.37
7276967 TUSTIN CA 92782 SFD 6.875 6.500 $2,355.22 360 1-Jan-29 $357,815.30
7277176 S JUAN CAPISTRANO CA 92675 SFD 7.750 6.500 $1,627.33 360 1-Jan-29 $226,828.32
7280325 WILKES BARRE PA 18701 MF2 8.000 6.500 $256.89 360 1-Nov-28 $34,915.10
7281214 COLORADO SPRINGS CO 80906 LCT 8.125 6.500 $564.00 360 1-Dec-28 $75,809.93
7282182 PORTERVILLE CA 93257 PUD 7.500 6.500 $296.47 360 1-Nov-28 $42,272.94
7283040 BENICIA CA 94510 SFD 7.750 6.500 $2,374.91 360 1-Dec-28 $330,793.55
7284134 TEMECULA CA 92591 LCO 7.625 6.500 $503.95 360 1-Dec-28 $70,944.42
7284631 OAKDALE MN 55128 SFD 7.250 6.500 $566.21 360 1-Dec-28 $82,804.57
7285332 BENICIA CA 94510 SFD 7.375 6.500 $2,189.33 360 1-Nov-28 $315,938.39
7285495 PACOIMA CA 91331 SFD 7.750 6.500 $945.66 360 1-Dec-28 $131,718.71
7285733 APTOS CA 95003 LCO 7.250 6.500 $1,549.56 360 1-Nov-28 $209,389.60
7286745 SEA ISLE CITY NJ 08243 LCO 8.000 6.500 $2,107.37 360 1-Feb-29 $287,007.30
7287443 ATHENS GA 30606 SFD 7.375 6.500 $338.43 360 1-Nov-28 $48,849.49
7289095 ELIZABETH CO 80107 SFD 7.500 6.500 $1,155.10 360 1-Nov-28 $164,704.98
7289772 CEDAR PARK TX 78759 SFD 8.000 6.500 $463.74 360 1-Nov-28 $63,028.67
7290836 MUNCIE IN 47302 MF3 8.625 6.500 $252.00 360 1-Nov-28 $32,264.59
7290987 ROSEVILLE MN 55113 SFD 7.375 6.500 $859.89 360 1-Oct-28 $124,020.48
7291530 HOBOKEN NJ 07030 MF2 8.250 6.500 $2,554.31 360 1-Dec-28 $339,345.09
7292166 IRVINE CA 92602 SFD 7.750 6.500 $2,000.22 360 1-Jan-29 $278,804.62
7293264 CHICAGO IL 60626 LCO 7.500 6.500 $383.17 360 1-Oct-28 $54,594.09
7294383 BETHESDA MD 20814 SFD 7.250 6.500 $1,473.50 360 1-Nov-28 $215,319.87
7296933 PINE AZ 85544 SFD 8.125 6.500 $723.93 360 1-Jan-29 $97,372.02
7296984 ST SIMONS ISLAND GA 31522 LCO 7.000 6.500 $2,554.76 360 1-Dec-28 $383,050.20
7299318 BELFAIR WA 98528 SFD 7.750 6.500 $1,379.09 360 1-Nov-28 $191,951.27
7300233 TALLAHASSEE FL 32304 MF2 8.500 6.500 $297.57 360 1-Nov-28 $38,605.21
7300288 NEWARK DE 19711 SFD 7.250 6.500 $720.38 360 1-Dec-28 $105,351.36
7302026 KANEOHE HI 96744 SFD 7.250 6.500 $3,410.88 360 1-Nov-28 $498,425.62
7302247 HAZLETON PA 18201 MF2 8.125 6.500 $368.28 360 1-Nov-28 $49,368.53
7302803 LEXINGTON KY 40509 SFD 7.625 6.500 $1,068.77 360 1-Dec-28 $150,670.04
7302918 CARBONDALE CO 81623 SFD 7.875 6.500 $1,170.99 360 1-Nov-28 $161,051.01
7308727 GARRISON NY 10524 SFD 7.750 6.500 $2,095.51 360 1-Feb-29 $292,293.55
7311435 LEXINGTON KY 40514 SFD 6.875 6.500 $505.84 360 1-Nov-28 $76,571.20
7311470 OAKLAND CA 94618 LCO 7.250 6.500 $790.64 360 1-Nov-28 $114,726.29
7311606 LAKE HAVASU CITY AZ 86404 SFD 8.250 6.500 $304.26 360 1-Nov-28 $40,395.64
7311718 LAS VEGAS NV 89120 SFD 7.875 6.500 $5,836.81 360 1-Nov-28 $802,449.46
7311766 LAS VEGAS NV 89117 SFD 7.500 6.500 $1,027.85 360 1-Nov-28 $146,559.49
7312121 KIHEI HI 96753 LCO 8.250 6.500 $638.58 360 1-Nov-28 $84,780.94
7312346 ORANGE PARK FL 32073 SFD 7.875 6.500 $1,825.36 360 1-Dec-28 $251,222.87
7312875 CHAPEL HILL NC 27502 LCO 8.500 6.500 $354.85 360 1-Dec-28 $46,065.55
7312947 PARK CITY UT 84060 LCO 7.625 6.500 $1,013.91 360 1-Dec-28 $142,935.98
7313048 SEA ISLAND GA 31561 SFD 7.500 6.500 $3,496.07 360 1-Nov-28 $498,501.75
7313676 CHAPEL HILL NC 27514 LCO 8.500 6.500 $354.85 360 1-Dec-28 $46,065.55
7314285 MONTGOMERY AL 36116 SFD 7.000 6.500 $765.10 360 1-Nov-28 $114,619.61
7314440 RED BANK NJ 07701 MF3 7.500 6.500 $874.02 360 1-Dec-28 $124,719.95
7314570 ATLANTA GA 30319 SFD 7.375 6.500 $4,040.45 360 1-Dec-28 $583,656.36
7314656 MULLICA TOWNSHIP NJ 08215 SFD 8.625 6.500 $622.23 360 1-Dec-28 $79,857.29
7314876 SAN DIEGO CA 92128 SFD 7.375 6.500 $1,884.16 360 1-Nov-28 $271,962.00
7315151 STATELINE NV 89143 PUD 7.875 6.500 $910.87 360 1-Dec-28 $125,363.93
7316106 SANTA CLARA CA 95054 SFD 7.250 6.500 $1,869.16 360 1-Nov-28 $273,137.26
7316375 ALEXANDRIA MN 56308 SFD 7.500 6.500 $1,237.61 360 1-Nov-28 $176,469.61
7316516 COON RAPIDS MN 55433 SFD 7.250 6.500 $1,263.94 360 1-Nov-28 $184,696.58
7318564 HOPKINS MN 55343 SFD 7.625 6.500 $2,105.69 360 1-Dec-28 $296,849.91
7320330 BENICIA CA 94510 SFD 7.250 6.500 $1,849.52 360 1-Dec-28 $270,481.65
7321271 CHAPEL HILL NC 27514 LCO 8.500 6.500 $354.85 360 1-Dec-28 $45,978.96
7321328 HUDSON WI 54016 SFD 7.500 6.500 $507.63 360 1-Jan-29 $72,491.90
7322264 CHGO IL 60657 MF3 7.750 6.500 $3,352.81 360 1-Jan-29 $467,337.25
7322585 SEABROOK NH 03874 SFD 7.625 6.500 $346.09 360 1-Nov-28 $48,553.45
7322835 MANKATO MN 56001 SFD 8.000 6.500 $623.70 360 1-Dec-28 $84,827.76
7323820 LAGUNA BEACH CA 92780 SFD 7.500 6.500 $2,243.08 360 1-Dec-28 $320,081.28
7324671 ATLANTA GA 30350 LCO 7.875 6.500 $736.74 360 1-Nov-28 $101,327.54
7325223 FERNLEY NV 89408 SFD 7.750 6.500 $300.89 360 1-Nov-28 $41,880.29
7325397 DAYTON OH 45405 MF2 8.750 6.500 $516.86 360 1-Dec-28 $65,585.78
7325962 LOUISVILLE KY 40228 SFD 7.750 6.500 $429.85 360 1-Nov-28 $59,828.95
7327119 ATLANTA GA 30342 SFD 7.750 6.500 $2,270.31 360 1-Nov-28 $315,996.64
7327672 WAKE FOREST NC 27587 SFD 7.625 6.500 $1,585.46 360 1-Jan-29 $223,674.71
7327697 NAGS HEAD NC 27959 SFD 8.250 6.500 $993.93 360 1-Dec-28 $132,045.15
7328199 PALM SPRINGS CA 92262 LCO 7.875 6.500 $464.04 360 1-Nov-28 $63,822.10
7329325 NEWNAN GA 30263 SFD 7.625 6.500 $200.66 360 1-Nov-28 $28,267.14
7329567 COLUMBIA MD 21045 SFD 6.750 6.483 $1,626.36 360 1-Nov-28 $249,807.92
7329687 SARASOTA FL 34232 LCO 7.875 6.500 $166.77 360 1-Nov-28 $22,936.04
7330256 ADA MI 49301 SFD 7.875 6.500 $1,812.67 360 1-Dec-28 $249,480.48
7331290 MANITOWOC WI 54220 MF2 7.875 6.500 $458.24 360 1-Dec-28 $63,018.06
7336673 PLAINFIELD NJ 07063 MF2 7.750 6.500 $731.82 360 1-Feb-29 $102,077.90
7337118 HAMPTON NH 03842 LCO 7.500 6.500 $590.84 360 1-Dec-28 $84,310.68
7338336 GILBERT AZ 85234 PUD 7.375 6.500 $518.01 360 1-Nov-28 $74,769.60
7338369 SOMERSET WI 54025 SFD 7.875 6.500 $426.34 360 1-Nov-28 $57,809.93
7341681 LAS VEGAS NV 89101 MF4 7.750 6.500 $601.79 360 1-Nov-28 $83,760.53
7342862 ONANCOCK VA 23417 SFD 8.500 6.500 $466.88 360 1-Jan-29 $60,646.18
7345228 MANCHESTER MA 01944 SFD 7.625 6.500 $1,203.25 360 1-Dec-28 $169,628.53
7345687 BUFFALO MN 55313 SFD 7.750 6.500 $1,203.57 360 1-Dec-28 $167,641.98
7345902 BUFFALO MN 55313 SFD 7.750 6.500 $1,375.51 360 1-Dec-28 $191,590.83
7346009 GAITHERSBURG MD 20879 PUD 7.125 6.500 $2,360.71 360 1-Dec-28 $349,554.37
7347065 KAILUA HI 96734 SFD 7.875 6.500 $2,762.15 360 1-Jan-29 $380,423.94
7347394 FREDERICKSBURG VA 22407 SFD 6.625 6.358 $532.74 360 1-Nov-28 $82,903.93
7347660 FORT COLLINS CO 80524 SFD 7.250 6.500 $508.13 360 1-Nov-28 $74,245.77
7348593 BRECKENRIDGE CO 80424 LCT 7.750 6.500 $1,110.44 360 1-Nov-28 $154,558.15
7350203 WEST GREENWICH RI 02817 SFD 8.250 6.500 $1,014.21 360 1-Dec-28 $134,739.97
7350696 NEWINGTON CT 06111 LCO 8.125 6.500 $297.00 360 1-Nov-28 $39,894.27
7350924 FAIRFAX VA 22030 SFD 6.500 6.233 $1,173.12 360 1-Nov-28 $184,922.99
7352769 GREEN VALLEY AZ 85614 SFD 7.375 6.500 $1,087.81 360 1-Nov-28 $157,016.20
7353980 GLOUCESTER TWP NJ 08029 SFD 7.750 6.500 $596.41 360 1-Dec-28 $83,072.60
7354879 WHITEHALL PA 15236 SFD 7.625 6.500 $452.28 360 1-Jan-29 $63,806.54
7356338 PITTSBURGH PA 15211 SFD 7.625 6.500 $337.62 360 1-Dec-28 $47,595.75
7357153 BRIGHTON MA 02135 MF3 8.000 6.500 $1,761.04 360 1-Jan-29 $239,676.85
7357599 SPRINGFIELD MO 65804 SFD 8.500 6.500 $313.72 360 1-Dec-28 $40,725.31
7361137 ATHENS GA 30606 MF2 7.875 6.500 $400.96 360 1-Jan-29 $54,255.54
7361239 ATHENS GA 30606 MF2 7.875 6.500 $400.96 360 1-Jan-29 $55,223.65
7361340 ATHENS GA 30606 MF2 7.875 6.500 $400.96 360 1-Jan-29 $55,223.65
7361614 AMERICAN FALLS ID 83211 MF2 7.875 6.500 $554.68 360 1-Nov-28 $76,236.78
7362330 COLUMBUS OH 43206 MF2 8.250 6.500 $263.69 360 1-Nov-28 $35,009.56
7364070 GRAND RAPIDS MI 49512 SFD 7.625 6.500 $1,307.47 360 1-Jan-29 $184,456.75
7364238 NORWICH NY 13815 MF4 7.875 6.500 $342.60 360 1-Jan-29 $47,184.74
7364710 SAN DIEGO CA 92103 SFD 7.250 6.500 $1,637.22 360 1-Dec-28 $239,333.75
7364742 LOUISVILLE KY 40222 SFD 8.375 6.500 $972.89 360 1-Dec-28 $127,658.26
7364801 RENO NV 89511 SFD 7.375 6.500 $1,309.52 360 1-Nov-28 $189,017.57
7365425 WHITEFISH MT 59937 LCO 6.750 6.483 $843.18 360 1-Jan-29 $129,766.21
7365954 OCEAN CITY NJ 08226 LCO 7.625 6.500 $2,632.99 360 1-Jan-29 $371,439.81
7367083 BRANCHBURG NJ 08876 SFD 7.750 6.500 $1,140.53 360 1-Dec-28 $158,860.73
7367148 CHAPEL HILL NC 27516 PUD 7.875 6.500 $1,114.43 360 1-Dec-28 $153,380.59
7367448 HERMISTON OR 97838 SFD 7.875 6.500 $1,247.12 360 1-Feb-29 $171,881.63
7368491 SPRING CREEK NV 89815 SFD 7.750 6.500 $651.94 360 1-Dec-28 $90,806.06
7370700 OCEAN CITY NJ 08226 LCO 7.000 6.500 $1,804.30 360 1-Dec-28 $270,529.20
7370780 MINNEAPOLIS MN 55419 SFD 7.750 6.500 $754.38 360 1-Dec-28 $105,075.60
7370847 NORWICH NY 13815 MF2 7.875 6.500 $260.37 360 1-Jan-29 $35,860.42
7370940 WALTHAM MA 01803 MF2 7.875 6.500 $1,435.64 360 1-Dec-28 $197,588.52
7371137 COLUMBIA FALLS MT 59912 MF4 8.750 6.500 $994.39 360 1-Dec-28 $126,180.24
7371157 DRUMS PA 18222 SFD 7.875 6.500 $725.07 360 1-Nov-28 $99,722.00
7372362 SALT LAKE CITY UT 84108 SFD 8.750 6.500 $2,139.04 360 1-Dec-28 $271,427.25
7372533 PORT ORANGE FL 32124 PUD 7.500 6.500 $720.19 360 1-Nov-28 $102,589.47
7373893 RENO NV 89509 PUD 7.750 6.500 $2,887.14 360 1-Dec-28 $402,141.18
7375130 ARROYO GRANDE CA 93420 SFD 8.000 6.500 $1,137.34 360 1-Jan-29 $154,791.29
7375193 TRYON NC 28782 SFD 7.875 6.500 $580.06 360 1-Dec-28 $79,833.73
7376102 BETHALTO IL 62010 SFD 7.750 6.500 $411.22 360 1-Dec-28 $57,277.68
7376169 BETHALTO IL 62010 SFD 7.750 6.500 $310.92 360 1-Dec-28 $43,307.51
7376817 GLENWOOD SPRINGS CO 81601 SFD 7.750 6.500 $1,432.82 360 1-Dec-28 $199,573.81
7377149 GERMANTOWN MD 20876 SFD 6.875 6.500 $1,807.87 360 1-Dec-28 $274,411.50
7377499 THE WOODLANDS TX 77381 PUD 7.875 6.500 $1,141.98 360 1-Nov-28 $157,062.17
7378119 CASA GRANDE AZ 85222 SFD 8.500 6.500 $745.08 360 1-Jan-29 $96,772.08
7380076 CARSON CITY NV 89706 PUD 7.875 6.500 $609.06 360 1-Feb-29 $83,942.19
7380466 HIALEAH FL 33018 SFD 8.750 6.500 $934.21 360 1-Dec-28 $118,543.54
7380775 CLEARWATER FL 33763 SFD 7.750 6.500 $358.21 360 1-Nov-28 $49,857.46
7380899 CARSON CITY NV 89701 MF2 8.375 6.500 $882.44 360 1-Jan-29 $115,955.18
7381063 BELLEVILLE NJ 07109 SFD 8.250 6.500 $698.68 360 1-Feb-29 $92,940.70
7381127 HOT SPRINGS AR 71913 SFD 7.750 6.500 $716.41 360 1-Dec-28 $99,786.90
7381174 TALLAHASSEE FL 32301 PUD 8.750 6.500 $467.30 360 1-Nov-28 $59,261.80
7381765 TRABUCO CANYON CA 92679 SFD 7.250 6.500 $1,676.46 360 1-Dec-28 $245,173.39
7382129 FAIRFIELD ID 83327 SFD 7.750 6.500 $1,862.67 360 1-Nov-28 $259,258.85
7382595 TUCSON AZ 85737 SFD 7.750 6.500 $1,627.33 360 1-Dec-28 $226,665.92
7383047 ORLANDO FL 32809 SFD 8.250 6.500 $632.57 360 1-Jan-29 $84,041.90
7383179 AURORA CO 80015 SFD 7.375 6.500 $1,937.34 360 1-Dec-28 $279,855.75
7383194 HAGERSTOWN MD 21740 SFD 8.000 6.500 $345.60 360 1-Dec-28 $47,004.57
7384828 SAN PEDRO AREA CA 90732 LCO 7.750 6.500 $1,697.18 360 1-Dec-28 $236,395.15
7385948 MACHIAS NY 14101 SFD 8.000 6.500 $704.41 360 1-Feb-29 $95,935.59
7387196 GREENBACK TN 37742 SFD 7.875 6.500 $645.31 360 1-Jan-29 $88,776.44
7388720 CARSON CITY NV 89701 MF2 8.375 6.500 $881.68 360 1-Jan-29 $115,855.30
7393964 CHINCOTEAGUE VA 23336 SFD 7.875 6.500 $770.02 360 1-Dec-28 $105,979.32
7396350 ASHEVILLE NC 28801 SFD 8.125 6.500 $621.47 360 1-Dec-28 $83,534.63
7397359 NEW LONDON NH 03257 SFD 7.875 6.500 $1,145.61 360 1-Dec-28 $157,671.65
7397709 CHEVY CHASE MD 20815 SFD 7.375 6.500 $1,417.27 360 1-Dec-28 $204,728.68
7398009 WASHINGTON TWP NJ 08012 SFD 7.500 6.500 $304.51 360 1-Jan-29 $43,336.07
7399816 LAKE ARIEL PA 18436 SFD 7.250 6.500 $341.09 360 1-Dec-28 $49,882.27
7401226 MANCHESTER CT 06040 LCT 8.750 6.500 $579.88 360 1-Jan-29 $73,624.87
7402044 BLOOMINGTON IL 61701 LCO 8.750 6.500 $283.21 360 1-Feb-29 $35,979.29
7402108 GREENSBORO NC 27407 SFD 7.500 6.500 $1,447.37 360 1-Jan-29 $206,691.80
7402897 FONTANA CA 92336 SFD 7.625 6.500 $1,685.97 360 1-Jan-29 $237,855.10
7404837 WASHINGTON DC 20024 LCO 6.875 6.500 $943.35 360 1-Nov-28 $143,113.27
7405171 MEMPHIS TN 38104 SFD 8.125 6.500 $2,049.29 360 1-Jan-29 $275,637.70
7405514 BUTLER PA 16002 SFD 7.875 6.500 $614.86 360 1-Jan-29 $84,635.08
7405542 NESCONSET NY 11767 SFD 7.375 6.500 $1,408.98 360 1-Jan-29 $203,688.59
7405883 KENNESAW GA 30152 PUD 7.750 6.500 $1,128.35 360 1-Nov-28 $157,051.03
7406375 SALT LAKE CITY UT 84117 SFD 7.750 6.500 $1,432.82 360 1-Dec-28 $199,573.81
7407145 KINGSTON PA 18704 MF2 8.750 6.500 $559.34 360 1-Dec-28 $70,976.40
7407444 BROOKEVILLE MD 20833 PUD 7.625 6.500 $1,602.44 360 1-Nov-28 $225,738.29
7407498 SANTA CRUZ CA 95060 SFD 7.875 6.500 $1,555.27 360 1-Jan-29 $214,203.81
7408337 GLENDALE AZ 85310 SFD 7.875 6.500 $543.80 360 1-Dec-28 $74,844.15
7410109 RIVA MD 21140 SFD 7.500 6.500 $1,992.76 360 1-Nov-28 $284,146.00
7410133 SPEARFISH SD 57783 SFD 8.125 6.500 $631.12 360 1-Dec-28 $84,832.07
7411425 ARLINGTON VA 22202 SFD 7.125 6.500 $2,095.94 360 1-Dec-28 $310,349.21
7411610 TEMPE AZ 85283 PUD 7.625 6.500 $464.31 360 1-Feb-29 $64,797.76
7412149 TUCSON AZ 85716 SFD 8.000 6.500 $358.26 360 1-Dec-28 $48,725.86
7413286 E SANDWICH MA 02537 SFD 7.750 6.500 $1,432.82 360 1-Dec-28 $198,520.08
7413414 WEST CHICAGO IL 60185 SFD 7.500 6.500 $1,725.53 360 1-Jan-29 $246,413.56
7414053 CASPER WY 82604 MF4 7.750 6.500 $745.07 360 1-Dec-28 $103,778.37
7414215 CASPER WY 82601 MF4 7.750 6.500 $449.91 360 1-Dec-28 $62,666.16
7414280 CASPER WY 82601 MF4 7.750 6.500 $449.91 360 1-Dec-28 $62,666.16
7414530 CASPER WY 82609 MF4 7.750 6.500 $444.18 360 1-Dec-28 $61,867.86
7414564 CASPER WY 82609 MF4 7.750 6.500 $444.18 360 1-Dec-28 $61,867.86
7416459 RALEIGH NC 27613 PUD 8.250 6.500 $473.30 360 1-Dec-28 $62,878.65
7416461 RALEIGH NC 27613 PUD 8.500 6.500 $484.42 360 1-Dec-28 $62,884.68
7416463 RALEIGH NC 27613 PUD 8.500 6.500 $519.02 360 1-Dec-28 $67,376.44
7418375 NEWARK DE 19711 SFD 7.750 6.500 $792.35 360 1-Feb-29 $110,521.94
7418663 DALLAS TX 75209 SFD 7.500 6.500 $1,048.82 360 1-Nov-28 $149,550.52
7420604 LAUGHLIN NV 89029 PUD 7.875 6.500 $494.86 360 1-Feb-29 $68,203.03
7422231 GAITHERSBURG MD 20882 SFD 7.625 6.500 $1,806.29 360 1-Dec-28 $254,523.89
7424662 EDWARDS CO 81632 LCO 7.875 6.500 $942.59 360 1-Jan-29 $129,820.49
7425054 CHINCOTEAGUE VA 23336 SFD 8.375 6.500 $661.26 360 1-Jan-29 $86,891.48
7425145 DECATUR TX 76234 SFD 8.500 6.500 $947.30 360 1-Dec-28 $121,960.29
7426106 FORT COLLINS CO 80528 SFD 7.875 6.500 $957.09 360 1-Nov-28 $131,633.04
7426982 GERMANTOWN MD 20876 PUD 6.875 6.500 $1,566.12 360 1-Jan-29 $237,998.28
7427575 BUZZARDS BAY MA 02532 SFD 8.500 6.500 $732.01 360 1-Jan-29 $95,084.23
7430277 COOLBAUGH TWP PA 18347 SFD 7.750 6.500 $313.79 360 1-Jan-29 $43,737.97
7430368 COMER GA 30629 SFD 7.000 6.500 $356.07 360 1-Dec-28 $53,302.80
7430494 YONKERS NY 10701 MF3 8.250 6.500 $1,048.02 360 1-Feb-29 $139,411.04
7431128 BUENA PARK CA 90620 PUD 7.875 6.500 $2,267.65 360 1-Jan-29 $312,318.13
7431842 CLIFTON PARK NY 12065 SFD 6.625 6.358 $834.97 360 1-Jan-29 $130,003.32
7432370 REHOBOTH BEACH DE 19971 SFD 8.000 6.500 $868.04 360 1-Feb-29 $118,220.63
7433169 THE WOODLANDS TX 77381 SFD 7.875 6.500 $1,354.07 360 1-Dec-28 $186,361.89
7433348 NASHUA NH 03060 MF4 8.625 6.500 $875.01 360 1-Dec-28 $112,296.39
7434684 CENTREVILLE VA 20121 SFD 6.875 6.500 $1,482.36 360 1-Feb-29 $225,460.43
7437189 DESERT HOT SPRING CA 92240 SFD 8.750 6.500 $283.21 360 1-Dec-28 $35,937.42
7437232 LOVELAND CO 80538 SFD 8.500 6.500 $947.30 360 1-Jan-29 $123,050.21
7439081 OAKLAND CA 94610 HCO 7.375 6.500 $1,955.30 360 1-Feb-29 $282,884.59
7439627 LAS VEGAS NV 89134 PUD 8.625 6.500 $665.01 360 1-Jan-29 $85,398.68
7440406 DEXTER MO 63841 SFD 7.000 6.500 $299.39 360 1-Jan-29 $44,926.00
7441472 ROSWELL GA 30075 LCO 7.875 6.500 $471.30 360 1-Dec-28 $64,795.14
7441650 CINCINNATI OH 45211 MF3 8.375 6.500 $603.50 360 1-Dec-28 $79,250.90
7442569 SALOME AZ 85348 SFD 7.875 6.500 $783.07 360 1-Jan-29 $107,848.94
7444767 PORTLAND OR 97215 SFD 8.625 6.500 $1,029.02 360 1-Jan-29 $132,143.21
7445476 ORLANDO FL 32808 SFD 7.875 6.500 $450.27 360 1-Jan-29 $62,014.24
7446835 QUINCY MA 02169 SFD 7.875 6.500 $986.09 360 1-Dec-28 $135,717.39
7447401 BOISE ID 83709 SFD 8.625 6.500 $618.46 360 1-Dec-28 $79,373.15
7448089 DUNWOODY GA 30338 LCO 8.500 6.500 $571.23 360 1-Dec-28 $74,154.01
7448260 W ALEXANDRIA OH 45381 MF2 7.750 6.500 $429.85 360 1-Feb-29 $59,957.65
7448763 MORGAN HILL CA 95037 SFD 8.250 6.500 $2,755.27 360 1-Jan-29 $366,280.67
7448933 MISSOULA MT 59801 SFD 8.125 6.500 $501.19 360 1-Dec-28 $67,366.62
7449063 TAYLOR MI 48180 SFD 7.875 6.500 $556.49 360 1-Jan-29 $76,644.02
7449938 GREEN VALLEY AZ 85614 SFD 8.000 6.500 $447.60 360 1-Jan-29 $60,817.20
7450663 STOUGHTON WI 53589 SFD 8.375 6.500 $1,539.15 360 1-Jan-29 $202,247.38
7450797 CLEVELAND OH 44102 MF2 8.000 6.500 $409.44 360 1-Feb-29 $55,762.56
7451233 LAKE OSWEGO OR 97034 SFD 8.000 6.500 $2,953.40 360 1-Jan-29 $401,880.30
7452218 ORANGE BEACH AL 36561 SFD 8.625 6.500 $1,458.36 360 1-Jan-29 $187,277.80
7453503 CHICAGO IL 60649 SFD 8.625 6.500 $265.23 360 1-Jan-29 $34,059.58
7453517 VACAVILLE CA 95688 SFD 8.000 6.500 $2,054.54 360 1-Dec-28 $279,432.61
7453858 FARMINGTON GA 30638 SFD 8.000 6.500 $484.28 360 1-Jan-29 $65,302.66
7454074 AMESBURY MA 01913 MF2 8.625 6.500 $1,050.02 360 1-Dec-28 $134,759.15
7454429 HAGERSTOWN MD 21740 SFD 8.500 6.500 $545.93 360 1-Dec-28 $70,870.05
7454472 MORRISTOWN NJ 07960 MF2 8.500 6.500 $865.03 360 1-Dec-28 $112,294.08
7456190 NORFOLK VA 23505 MF2 8.750 6.500 $436.15 360 1-Jan-29 $55,375.97
7456718 MARFA TX 79843 SFD 8.375 6.500 $729.67 360 1-Dec-28 $95,819.73
7457069 THE WOODLANDS TX 77381 SFD 8.500 6.500 $1,190.28 360 1-Jan-29 $154,611.78
7457105 ATLANTA GA 30316 SFD 8.625 6.500 $427.71 360 1-Dec-28 $54,891.89
7458174 THE WOODLANDS TX 77382 SFD 8.500 6.500 $1,083.01 360 1-Dec-28 $140,592.21
7458543 FT MYERS FL 33919 SFD 8.625 6.500 $315.00 360 1-Jan-29 $40,452.01
7459134 ROXANA IL 62084 SFD 8.375 6.500 $324.93 360 1-Dec-28 $42,669.73
7459950 ORION TWP MI 48359 SFD 8.375 6.500 $1,641.76 360 1-Feb-29 $215,865.74
7460078 STOUGHTON WI 53589 MF2 8.625 6.500 $1,026.68 360 1-Jan-29 $131,843.58
7460086 STOUGHTON WI 53589 MF2 8.625 6.500 $662.68 360 1-Jan-29 $85,099.03
7460100 STOUGHTON WI 53589 MF2 8.625 6.500 $723.34 360 1-Jan-29 $92,889.80
7460108 STOUGHTON WI 53589 MF2 8.625 6.500 $662.68 360 1-Jan-29 $85,099.03
7460113 STOUGHTON WI 53589 MF2 8.625 6.500 $770.01 360 1-Jan-29 $98,882.68
7460957 QUINLAN TX 75474 SFD 8.000 6.500 $446.86 360 1-Jan-29 $60,818.01
7462239 WATSONVILLE CA 95076 SFD 7.875 6.500 $1,558.90 360 1-Jan-29 $214,703.11
7463433 DENVER CO 80218 SFD 7.750 6.500 $2,428.64 360 1-Jan-29 $338,519.92
7463536 LINCOLN CITY OR 97367 LCT 7.625 6.500 $566.23 360 1-Jan-29 $79,822.92
7463691 FISHERS IN 46038 SFD 8.625 6.500 $1,679.25 360 1-Dec-28 $215,514.84
7463796 JACKSONVILLE BEAC FL 32250 SFD 7.875 6.500 $489.42 360 1-Jan-29 $67,406.79
7463900 SIOUX FALLS SD 57103 SFD 8.000 6.500 $589.95 360 1-Jan-29 $80,291.74
7465386 SARATOGA CA 95070 SFD 7.750 6.500 $1,897.96 360 1-Jan-29 $264,549.82
7465411 BETHESDA MD 20817 SFD 8.375 6.500 $4,560.43 360 1-Jan-29 $599,251.54
7465828 SILVER SPRING MD 20910 PUD 7.750 6.500 $1,948.64 360 1-Dec-28 $271,420.36
7465930 NEWARK DE 19711 SFD 7.375 6.500 $917.91 360 1-Jan-29 $132,697.12
7465945 DENVER CO 80221 MF2 8.750 6.500 $1,147.01 360 1-Dec-28 $145,546.51
7465989 CHAPEL HILL NC 27516 SFD 8.000 6.500 $1,320.78 360 1-Jan-29 $179,757.63
7468179 CLEVELAND OH 44120 MF2 8.750 6.500 $353.23 360 1-Jan-29 $44,848.15
7469701 SANTA MONICA CA 90403 LCO 7.750 6.500 $1,977.30 360 1-Jan-29 $275,609.14
7471180 DENTON TX 76205 SFD 8.000 6.500 $1,238.23 360 1-Jan-29 $168,522.78
7471514 LYNCHBURG VA 24501 SFD 8.750 6.500 $339.85 360 1-Feb-29 $43,175.15
7471628 SILVER SPRING MD 20906 SFD 7.375 6.500 $2,817.95 360 1-Feb-29 $407,689.55
7475998 AUSTIN TX 78746 SFD 7.750 6.500 $916.72 360 1-Jan-29 $127,778.80
7476366 SAN FRANCISCO CA 94122 MF2 7.375 6.500 $3,398.12 360 1-Feb-29 $491,625.63
7477214 WATERFORD TWP NJ 08004 SFD 8.375 6.500 $359.13 360 1-Jan-29 $47,166.45
7479866 HAMPTON NH 03842 SFD 6.500 6.233 $487.96 360 1-Jan-29 $77,060.04
7481423 LITTLE ROCK AR 72205 SFD 8.375 6.500 $343.93 360 1-Feb-29 $45,221.88
7481938 BELLINGHAM MA 02019 SFD 7.750 6.500 $1,369.78 360 1-Jan-29 $190,605.16
7481941 MIAMISBURG OH 45342 SFD 8.500 6.500 $359.85 360 1-Feb-29 $46,771.65
7486598 SILVERTHORNE CO 80498 SFD 7.500 6.500 $1,048.82 360 1-Jan-29 $149,776.66
7486972 MATTAPOISETT MA 02739 SFD 8.750 6.500 $550.69 360 1-Jan-29 $69,919.16
7489271 OMAHA NE 68108 MF2 8.250 6.500 $351.59 360 1-Feb-29 $46,770.16
7489291 PLEASANTON CA 94566 SFD 8.375 6.500 $5,681.54 360 1-Jan-29 $746,567.53
7489860 TALLAHASSEE FL 32310 SFD 8.750 6.500 $473.59 360 1-Jan-29 $60,130.49
7489870 TALLAHASSEE FL 32310 SFD 8.750 6.500 $473.59 360 1-Jan-29 $60,130.49
7489874 TALLAHASSEE FL 32310 SFD 8.750 6.500 $473.59 360 1-Jan-29 $60,130.49
7489879 TALLAHASSEE FL 32310 SFD 8.750 6.500 $473.59 360 1-Jan-29 $60,130.49
7490946 AUSTIN TX 78751 MF3 8.625 6.500 $634.29 360 1-Feb-29 $81,501.85
7493028 TRUCKEE CA 96161 SFD 7.750 6.500 $2,722.37 360 1-Feb-29 $379,731.80
7493554 GRAND JUNCTION CO 81504 MF4 8.000 6.500 $955.36 360 1-Feb-29 $130,112.64
7495563 DENT MN 56528 SFD 8.125 6.500 $475.20 360 1-Feb-29 $63,958.13
7495946 OAKLAND CA 94618 LCO 8.500 6.500 $958.84 360 1-Feb-29 $124,624.45
7502160 PORTLAND OR 97217 SFD 7.250 6.500 $443.41 360 1-Feb-29 $64,949.30
7502452 NEWARK DE 19711 SFD 7.125 6.500 $565.92 360 1-Jan-29 $83,865.26
7504135 EAST GRAND RAPIDS MI 49506 SFD 8.000 6.500 $330.19 360 1-Feb-29 $44,969.81
7504813 KALAMAZOO MI 49001 MF3 8.750 6.500 $520.40 360 1-Feb-29 $66,111.94
7507672 TEMPLE CITY CA 91780 SFD 8.000 6.500 $1,179.89 360 1-Feb-29 $160,692.11
7507923 CASTAID CA 91384 SFD 7.500 6.500 $1,472.90 360 1-Jan-29 $210,336.35
7508022 ROSELLE NJ 07203 SFD 8.250 6.500 $540.16 360 1-Feb-29 $71,854.15
7508919 AMESBURY MA 01913 MF3 8.625 6.500 $1,199.82 360 1-Feb-29 $154,168.92
7509880 CARSON CITY NV 89706 SFD 8.375 6.500 $547.18 360 1-Jan-29 $71,900.19
7510637 TUCSON AZ 85710 SFD 8.625 6.500 $407.37 360 1-Feb-29 $52,344.08
7511099 TUCSON AZ 85701 MF2 8.000 6.500 $690.11 360 1-Jan-29 $93,923.36
7511622 CARMEL IN 46032 MF4 7.625 6.500 $1,291.02 360 1-Jan-29 $182,135.12
7511649 BETHLEHEM PA 18018 SFD 8.250 6.500 $321.54 360 1-Feb-29 $42,772.71
7512675 VANDERCOOK MI 49203 SFD 8.500 6.500 $159.93 360 1-Feb-29 $20,787.40
7514557 MIDLAND TX 79705 SFD 8.500 6.500 $339.09 360 1-Jan-29 $44,046.38
7514682 BALDWIN WI 54002 SFD 8.125 6.500 $1,072.91 360 1-Feb-29 $144,405.48
7516355 LULING LA 70070 SFD 8.500 6.500 $207.61 360 1-Feb-29 $26,967.16
7517557 DALLAS TX 75224 SFD 8.000 6.500 $428.59 360 1-Jan-29 $58,331.36
7519663 NORTH CHARLESTON SC 29406 SFD 8.500 6.500 $346.01 360 1-Jan-29 $44,945.29
7521024 NORTH LAS VEGAS NV 89031 PUD 8.000 6.500 $668.97 360 1-Jan-29 $91,047.25
7522699 EUCLID OH 44123 MF2 8.250 6.500 $527.76 360 1-Jan-29 $70,159.33
7525988 TALLAHASSEE FL 32303 SFD 8.375 6.500 $478.85 360 1-Feb-29 $62,960.84
7528290 SAN FRANCISCO CA 94110 MF2 6.750 6.483 $2,957.61 360 1-Feb-29 $455,607.39
7528891 COLUMBUS OH 43223 SFD 8.125 6.500 $414.31 360 1-Feb-29 $55,763.50
7529897 CARMEL IN 46032 SFD 8.625 6.500 $2,770.49 360 1-Jan-29 $355,777.89
7533323 KERRVILLE TX 78028 SFD 8.625 6.500 $360.51 360 1-Jan-29 $46,295.06
7534974 MOBILE AL 36609 SFD 7.000 6.500 $532.24 360 1-Feb-29 $79,934.43
7535118 BUTLER NJ 07405 MF3 8.625 6.500 $933.35 360 1-Feb-29 $119,929.15
7535719 YUMA AZ 85364 MF4 8.250 6.500 $558.94 360 1-Jan-29 $74,304.79
7537317 IRVING TX 75061 MF4 8.750 6.500 $831.94 360 1-Feb-29 $105,689.15
7537994 GREEN BAY WI 54313 SFD 7.875 6.500 $674.31 360 1-Feb-29 $92,936.00
7538953 NEWMARKET NH 03857 MF4 7.750 6.500 $967.16 360 1-Feb-29 $134,904.71
7540395 GENOA NV 89411 SFD 8.500 6.500 $346.01 360 1-Feb-29 $44,972.74
7541547 DURYEA PA 18642 MF2 8.500 6.500 $284.50 360 1-Feb-29 $36,977.58
7547149 ATLANTA GA 30318 SFD 8.750 6.500 $453.14 360 1-Feb-29 $57,566.86
7547369 PORT ORCHARD WA 98366 SFD 7.750 6.500 $496.47 360 1-Feb-29 $69,251.09
7549083 BASALT CO 81621 PUD 7.750 6.500 $1,208.95 360 1-Feb-29 $168,630.89
7552129 HALF MOON BAY CA 94019 SFD 7.750 6.500 $2,256.70 360 1-Feb-29 $314,777.67
7552251 MERCER ISLAND WA 98040 SFD 8.000 6.500 $3,209.49 360 1-Feb-29 $437,106.51
7553545 OCEAN CITY NJ 08226 LCO 7.750 6.500 $3,008.93 360 1-Feb-29 $419,703.57
7560062 ATLANTA GA 30319 LCO 8.625 6.500 $476.01 360 1-Feb-29 $61,163.87
7561870 HAMMOND IN 46324 MF2 7.750 6.500 $544.47 360 1-Feb-29 $75,946.36
7565784 YUCAIPA CA 92399 SFD 8.000 6.500 $478.78 360 1-Feb-29 $65,206.22
7567330 CAPE CANAVERAL FL 32920 SFD 8.375 6.500 $574.61 360 1-Feb-29 $75,553.02
7568372 SAN JOSE CA 95125 SFD 7.125 6.500 $2,155.90 360 1-Feb-29 $319,744.10
7569192 FLOWER MOUND TX 75028 SFD 7.250 6.500 $1,445.67 360 1-Feb-29 $211,754.68
7573041 BAYFIELD CO 81122 SFD 7.875 6.500 $897.27 360 1-Mar-29 $123,750.00
7581361 ATLANTA GA 30318 SFD 8.750 6.500 $460.22 360 1-Feb-29 $58,466.34
7586047 ATLANTA GA 30309 LCO 7.750 6.500 $644.77 360 1-Feb-29 $89,936.48
7593832 LAS CRUCES NM 88011 SFD 7.500 6.500 $2,485.71 360 1-Feb-29 $355,236.17
$143,932,372.28
</TABLE>
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- ---- --------- ---------- -------- ----------- ------- ---------
MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ---- --------- ---------- -------- ----------- ------- ---------
4749481 79.79 0.250 0.017 0.858
4787992 74.98 0.250 0.017 0.983
4805506 80.00 0.250 0.017 0.983
4806209 27.85 0.250 0.017 1.233
4827108 90.00 11 0.250 0.017 1.483
4828233 85.00 12 0.250 0.017 1.233
4831901 80.00 0.250 0.017 0.733
4833755 74.99 0.250 0.017 0.883
4840264 68.33 0.250 0.017 1.608
4840547 70.00 0.250 0.017 1.233
4840722 94.99 12 0.250 0.017 0.358
4840936 85.00 06 0.250 0.017 1.233
4841464 75.00 0.250 0.017 0.733
4842554 90.00 33 0.250 0.017 1.608
4846403 80.00 0.250 0.017 0.000
4848162 66.02 0.250 0.017 0.983
4848280 70.00 0.250 0.017 1.108
4848797 90.00 06 0.250 0.017 0.983
4849023 95.00 17 0.250 0.017 1.233
4850409 67.23 0.250 0.017 0.858
4850694 80.00 0.250 0.017 1.108
4850915 80.00 0.250 0.017 1.108
4851838 79.55 0.250 0.017 0.983
4852040 90.00 06 0.250 0.017 1.233
4852215 90.00 06 0.250 0.017 0.733
4853135 80.00 0.250 0.017 0.983
4856215 75.00 0.250 0.017 0.733
4859539 50.67 0.250 0.017 1.358
4859542 80.00 0.250 0.017 0.983
4860116 80.00 0.250 0.017 1.233
4860337 70.00 0.250 0.017 0.733
4860928 76.67 0.250 0.017 0.483
4861348 74.99 0.250 0.017 0.483
4862256 90.00 17 0.250 0.017 1.608
4862258 90.00 17 0.250 0.017 1.608
4862586 70.00 0.250 0.017 1.233
4862900 80.00 0.250 0.017 0.000
4863046 63.99 0.250 0.017 1.108
4863822 90.00 12 0.250 0.017 1.233
4865355 86.32 12 0.250 0.017 1.108
4865722 79.98 0.250 0.017 0.358
4865897 89.10 01 0.250 0.017 1.233
4866666 57.69 0.250 0.017 0.608
4866681 79.78 0.250 0.017 1.608
4867186 80.00 0.250 0.017 0.608
4868246 90.00 01 0.250 0.017 0.983
4868516 89.99 17 0.250 0.017 0.983
4868595 90.00 06 0.250 0.017 1.108
4869147 90.00 01 0.250 0.017 1.108
4869186 90.00 01 0.250 0.017 0.733
4869623 70.00 0.250 0.017 1.608
4870543 58.62 0.250 0.017 1.108
4871203 90.00 17 0.250 0.017 0.983
4872055 83.57 12 0.250 0.017 0.608
4873377 70.00 0.250 0.017 0.483
4873554 80.00 0.250 0.017 0.608
4874064 76.15 0.250 0.017 0.233
4874755 80.00 0.250 0.017 0.858
4875701 89.92 13 0.250 0.017 1.108
4876350 75.00 0.250 0.017 0.733
4877371 90.00 06 0.250 0.017 0.983
4877498 90.00 17 0.250 0.017 1.108
4878142 90.00 17 0.250 0.017 0.983
4878143 68.37 0.250 0.017 0.608
4878205 61.03 0.250 0.017 0.733
4878445 75.00 0.250 0.017 0.858
4879231 89.99 33 0.250 0.017 1.233
4880174 54.92 0.250 0.017 0.858
4880599 80.00 0.250 0.017 0.733
4881508 54.95 0.250 0.017 0.858
4882207 80.00 0.250 0.017 1.108
4882565 80.00 0.250 0.017 0.000
4882615 90.00 17 0.250 0.017 1.108
4882648 79.95 0.250 0.017 1.358
4882817 89.97 12 0.250 0.017 1.608
4883026 65.63 0.250 0.017 0.983
4883060 80.00 0.250 0.017 0.108
4883250 69.00 0.250 0.017 1.108
4883329 80.00 0.250 0.017 0.608
4883633 90.00 13 0.250 0.017 1.108
4883663 90.00 06 0.250 0.017 1.858
4883932 69.99 0.250 0.017 0.383
4884552 80.00 0.250 0.017 0.733
4884816 84.97 06 0.250 0.017 0.233
4886197 50.00 0.250 0.017 0.608
4886819 90.00 33 0.250 0.017 1.108
4886820 90.00 33 0.250 0.017 1.108
4887271 80.00 0.250 0.017 0.233
4887958 85.00 33 0.250 0.017 0.983
4888044 89.09 06 0.250 0.017 1.108
4888045 70.00 0.250 0.017 0.733
4888445 85.00 01 0.250 0.017 0.483
4888780 90.00 33 0.250 0.017 0.858
4888982 89.99 33 0.250 0.017 1.108
4889100 48.14 0.250 0.017 0.983
4889160 77.78 0.250 0.017 0.483
4889633 79.68 0.250 0.017 0.733
4889996 79.97 0.250 0.017 0.983
4890184 67.33 0.250 0.017 0.000
4891138 80.00 0.250 0.017 1.733
4892987 79.99 0.250 0.017 0.733
4893249 80.00 0.250 0.017 0.733
4893413 80.00 0.250 0.017 0.608
4894114 80.00 0.250 0.017 0.858
4895285 89.95 06 0.250 0.017 1.358
4896144 70.00 0.250 0.017 1.483
4896899 84.92 01 0.250 0.017 1.483
4897517 90.00 13 0.250 0.017 1.858
4897598 80.00 0.250 0.017 1.108
4898144 77.78 0.250 0.017 0.358
4898663 90.00 17 0.250 0.017 0.733
4898676 90.00 33 0.250 0.017 1.108
4898947 85.00 33 0.250 0.017 1.733
4899368 90.00 12 0.250 0.017 1.108
4899592 80.00 0.250 0.017 0.733
4899920 75.00 0.250 0.017 0.358
4900500 75.00 0.250 0.017 1.483
4900597 70.00 0.250 0.017 1.858
4900977 50.34 0.250 0.017 0.733
4901135 66.64 0.250 0.017 0.608
4901230 80.00 0.250 0.017 0.733
4901837 94.65 33 0.250 0.017 1.108
4901871 80.00 0.250 0.017 1.733
4901913 80.00 0.250 0.017 0.608
4901924 71.74 0.250 0.017 0.983
4902414 66.13 0.250 0.017 1.108
4902736 70.00 0.250 0.017 1.483
4904139 95.00 06 0.250 0.017 1.858
4904292 90.00 17 0.250 0.017 1.108
4904621 90.00 17 0.250 0.017 1.608
4904705 90.00 12 0.250 0.017 0.983
4904760 89.97 06 0.250 0.017 0.983
4904765 90.00 06 0.250 0.017 0.858
4904821 80.00 0.250 0.017 1.108
4905044 83.58 33 0.250 0.017 0.858
4905995 79.97 0.250 0.017 0.608
4906030 56.80 0.250 0.017 1.358
4906298 80.00 0.250 0.017 1.108
4906790 90.00 06 0.250 0.017 1.983
4907178 58.64 0.250 0.017 1.108
4907186 70.00 0.250 0.017 0.000
4907189 55.33 0.250 0.017 1.108
4907275 94.99 11 0.250 0.017 1.233
4907394 90.00 12 0.250 0.017 1.233
4907402 90.00 17 0.250 0.017 1.858
4907504 80.00 0.250 0.017 0.983
4907753 80.00 0.250 0.017 1.108
4907772 95.00 33 0.250 0.017 1.233
4908096 90.00 17 0.250 0.017 1.858
4908221 80.00 0.250 0.017 1.233
4908548 85.00 01 0.250 0.017 1.108
4908849 90.00 06 0.250 0.017 1.108
4908872 90.00 01 0.250 0.017 1.233
4908965 89.87 17 0.250 0.017 1.483
4909184 89.95 33 0.250 0.017 1.483
4909255 80.00 0.250 0.017 0.233
4909306 90.00 33 0.250 0.017 0.983
4909375 80.00 0.250 0.017 0.983
4909455 90.00 13 0.250 0.017 1.608
4909963 73.80 0.250 0.017 1.108
4910375 90.00 17 0.250 0.017 1.858
4910594 80.00 0.250 0.017 0.733
4910708 79.99 0.250 0.017 0.733
4910961 80.00 0.250 0.017 1.733
4911076 90.00 06 0.250 0.017 1.983
4911254 70.00 0.250 0.017 0.983
4911536 90.00 12 0.250 0.017 1.483
4912706 85.00 33 0.250 0.017 1.233
4912806 78.22 0.250 0.017 1.358
4912936 80.00 0.250 0.017 0.733
4912947 90.00 12 0.250 0.017 1.858
4913027 89.13 06 0.250 0.017 1.358
4913074 80.00 0.250 0.017 0.733
4913240 85.00 33 0.250 0.017 1.483
4913328 21.16 0.250 0.017 0.608
4913330 46.82 0.250 0.017 0.608
4913331 35.09 0.250 0.017 0.608
4913332 51.93 0.250 0.017 0.608
4913333 51.75 0.250 0.017 0.608
4913334 51.43 0.250 0.017 0.608
4913412 80.00 0.250 0.017 1.608
4913974 89.98 24 0.250 0.017 0.000
4914041 65.52 0.250 0.017 1.483
4914044 69.77 0.250 0.017 1.233
4914067 60.80 0.250 0.017 1.108
4914652 85.00 17 0.250 0.017 1.483
4914688 80.00 0.250 0.017 0.858
4914759 80.00 0.250 0.017 0.733
4915035 80.00 0.250 0.017 1.108
4915226 61.35 0.250 0.017 0.108
4915266 89.74 33 0.250 0.017 1.483
4915656 65.00 0.250 0.017 1.608
4915687 70.00 0.250 0.017 1.608
4915748 90.00 12 0.250 0.017 1.733
4915755 63.64 0.250 0.017 0.608
4915947 90.00 17 0.250 0.017 1.858
4915965 85.00 06 0.250 0.017 1.483
4915985 90.00 06 0.250 0.017 1.733
4917059 90.00 33 0.250 0.017 1.483
4917463 37.01 0.250 0.017 1.108
4917668 65.00 0.250 0.017 1.983
4917710 74.67 0.250 0.017 0.233
4917849 90.00 33 0.250 0.017 1.108
4918158 85.00 33 0.250 0.017 1.233
4919426 70.00 0.250 0.017 1.483
4919780 80.00 0.250 0.017 0.983
4920239 67.71 0.250 0.017 0.733
4920600 90.00 17 0.250 0.017 1.483
4920623 61.35 0.250 0.017 1.483
4920672 90.00 33 0.250 0.017 1.858
4920814 75.00 0.250 0.017 1.608
4920945 80.00 0.250 0.017 1.233
4921115 70.00 0.250 0.017 0.483
4921148 95.00 33 0.250 0.017 1.358
4921857 65.00 0.250 0.017 1.608
4921983 90.00 06 0.250 0.017 1.733
4922052 68.45 0.250 0.017 0.608
4922242 90.00 17 0.250 0.017 1.858
4922414 90.00 17 0.250 0.017 1.358
4922545 80.00 0.250 0.017 0.108
4922548 62.50 0.250 0.017 1.108
4922978 80.00 0.250 0.017 1.858
4922990 80.00 0.250 0.017 1.858
4922998 80.00 0.250 0.017 1.858
4923208 90.00 33 0.250 0.017 1.983
4923263 90.00 33 0.250 0.017 1.858
4923268 69.99 0.250 0.017 1.483
4923312 70.00 0.250 0.017 1.733
4923349 89.92 01 0.250 0.017 1.858
4923391 75.00 0.250 0.017 1.608
4923396 80.00 0.250 0.017 1.233
4923754 80.00 0.250 0.017 1.108
4923768 75.00 0.250 0.017 0.983
4923855 89.74 33 0.250 0.017 1.733
4924223 77.30 0.250 0.017 0.733
4924231 75.00 0.250 0.017 0.983
4924371 80.00 0.250 0.017 1.233
4924421 80.00 0.250 0.017 1.733
4924460 90.00 17 0.250 0.017 1.983
4924540 80.00 0.250 0.017 0.608
4924601 80.00 0.250 0.017 1.483
4924630 80.00 0.250 0.017 1.483
4924741 90.00 17 0.250 0.017 1.483
4924768 90.00 33 0.250 0.017 1.733
4924769 90.00 24 0.250 0.017 1.733
4924819 90.00 11 0.250 0.017 1.108
4924852 79.12 0.250 0.017 0.108
4925090 80.00 0.250 0.017 1.358
4925361 94.97 33 0.250 0.017 1.858
4925633 89.93 06 0.250 0.017 1.233
4925912 80.00 0.250 0.017 1.608
4926452 85.00 33 0.250 0.017 1.108
4926471 80.00 0.250 0.017 1.608
4926626 51.42 0.250 0.017 0.358
4926828 90.00 17 0.250 0.017 1.608
4927014 90.00 06 0.250 0.017 1.483
4927456 78.95 0.250 0.017 0.858
4927563 80.00 0.250 0.017 1.108
4927568 70.00 0.250 0.017 1.108
4927628 50.67 0.250 0.017 0.608
4927781 57.14 0.250 0.017 0.108
4927828 89.99 13 0.250 0.017 1.358
4927968 95.00 06 0.250 0.017 0.983
4928011 90.00 33 0.250 0.017 1.483
4928157 90.00 17 0.250 0.017 1.983
4928307 80.00 0.250 0.017 1.358
4928897 70.00 0.250 0.017 1.358
4928946 90.00 01 0.250 0.017 1.483
4929153 63.00 0.250 0.017 1.358
4929155 70.00 0.250 0.017 1.358
4929157 70.00 0.250 0.017 1.358
4929351 89.96 12 0.250 0.017 1.358
4929450 90.00 33 0.250 0.017 1.358
4929900 75.00 0.250 0.017 1.733
4929985 89.96 11 0.250 0.017 1.483
4930070 90.00 06 0.250 0.017 1.483
4930504 90.00 17 0.250 0.017 1.733
4930724 80.00 0.250 0.017 1.608
4930951 90.00 33 0.250 0.017 1.358
4931621 90.00 11 0.250 0.017 1.358
4931997 90.00 17 0.250 0.017 0.483
4932199 70.00 0.250 0.017 1.483
4932465 80.00 0.250 0.017 0.858
4932681 89.44 12 0.250 0.017 1.733
4932718 90.00 33 0.250 0.017 1.858
4932773 90.00 33 0.250 0.017 1.108
4933283 70.00 0.250 0.017 1.983
4933349 50.00 0.250 0.017 1.483
4933415 95.00 33 0.250 0.017 1.483
4935509 78.11 0.250 0.017 0.733
4935521 72.22 0.250 0.017 0.858
4935529 80.00 0.250 0.017 0.733
4935547 56.67 0.250 0.017 0.608
4935556 64.10 0.250 0.017 0.608
4935562 74.93 0.250 0.017 0.858
4935569 80.00 0.250 0.017 0.733
4935579 74.52 0.250 0.017 0.608
4935600 75.00 0.250 0.017 0.608
4935613 79.97 0.250 0.017 0.858
4935633 80.00 0.250 0.017 0.858
4935645 79.99 0.250 0.017 0.858
4935693 79.68 0.250 0.017 0.858
4935700 75.00 0.250 0.017 0.733
4935759 74.77 0.250 0.017 1.233
4935785 67.11 0.250 0.017 1.233
4935797 66.12 0.250 0.017 1.983
4935818 80.00 0.250 0.017 1.733
4935834 64.50 0.250 0.017 1.483
4935839 90.00 13 0.250 0.017 1.733
4935844 80.00 0.250 0.017 0.983
4935898 74.94 0.250 0.017 1.608
4935917 80.00 0.250 0.017 1.608
4935920 80.00 0.250 0.017 1.233
4935949 80.00 0.250 0.017 0.983
4935972 74.99 0.250 0.017 0.983
4935985 80.00 0.250 0.017 0.983
4936047 65.00 0.250 0.017 0.858
4936058 85.00 01 0.250 0.017 0.983
4936079 75.00 0.250 0.017 1.608
4936134 47.14 0.250 0.017 0.858
4936312 73.40 0.250 0.017 1.108
4937304 90.00 17 0.250 0.017 1.733
4937384 70.00 0.250 0.017 1.358
4937479 56.80 0.250 0.017 1.233
4937549 80.00 0.250 0.017 1.358
4937717 90.00 17 0.250 0.017 1.483
4937779 39.58 0.250 0.017 1.483
4938638 93.52 13 0.250 0.017 0.358
4939128 90.00 17 0.250 0.017 1.733
4939592 80.00 0.250 0.017 1.358
4939630 79.99 0.250 0.017 0.858
4939640 70.00 0.250 0.017 1.483
4939648 68.25 0.250 0.017 0.983
4940124 90.00 17 0.250 0.017 1.733
4940470 80.00 0.250 0.017 0.858
4940681 80.00 0.250 0.017 0.983
4940757 69.72 0.250 0.017 1.233
4941040 66.23 0.250 0.017 1.233
4941054 47.27 0.250 0.017 1.233
4941062 94.76 17 0.250 0.017 0.733
4941692 75.00 0.250 0.017 1.483
4941800 90.00 17 0.250 0.017 1.733
4941805 89.94 17 0.250 0.017 1.483
4942079 75.00 0.250 0.017 0.983
4942214 80.00 0.250 0.017 0.983
4942269 79.99 0.250 0.017 1.483
4942746 85.00 17 0.250 0.017 1.233
4942795 90.00 33 0.250 0.017 1.483
4942910 75.00 0.250 0.017 0.983
4943100 90.00 33 0.250 0.017 1.858
4943392 68.93 0.250 0.017 0.858
4943435 64.15 0.250 0.017 0.608
4943648 80.00 0.250 0.017 1.858
4944033 80.00 0.250 0.017 1.233
4944689 89.99 12 0.250 0.017 1.733
4945091 95.00 01 0.250 0.017 1.733
4945445 88.98 33 0.250 0.017 1.608
4945555 90.00 17 0.250 0.017 1.608
4945568 70.00 0.250 0.017 0.983
4945927 90.00 17 0.250 0.017 1.108
4946301 80.00 0.250 0.017 0.983
4947547 79.98 0.250 0.017 0.733
4948198 67.79 0.250 0.017 0.733
4948257 89.96 12 0.250 0.017 1.608
4948518 90.00 12 0.250 0.017 1.858
4949216 73.58 0.250 0.017 0.983
4949355 89.98 33 0.250 0.017 1.483
4949418 90.00 17 0.250 0.017 0.983
4949457 66.15 0.250 0.017 1.483
4949722 52.92 0.250 0.017 0.858
4950516 75.00 0.250 0.017 0.733
4950634 90.00 01 0.250 0.017 1.983
4951164 80.00 0.250 0.017 0.858
4951166 80.00 0.250 0.017 0.858
4951167 80.00 0.250 0.017 0.858
4951746 82.79 33 0.250 0.017 0.858
4951797 70.00 0.250 0.017 1.483
4952928 80.00 0.250 0.017 1.108
4953770 80.00 0.250 0.017 0.000
4953902 70.00 0.250 0.017 0.983
4953907 80.00 0.250 0.017 1.108
4955023 85.00 17 0.250 0.017 1.358
4955738 90.00 33 0.250 0.017 0.983
4955798 90.00 33 0.250 0.017 1.108
4955885 80.00 0.250 0.017 0.858
4956131 85.00 17 0.250 0.017 0.733
4956524 80.00 0.250 0.017 1.233
4958241 75.00 0.250 0.017 1.358
COUNT: 918
WAC: 7.742570513
WAM: 356.9500729
WALTV: 77.11350757
<PAGE>
EXHIBIT F-3A
[Schedule of Group I Mortgage Loans Serviced by Other Servicers]
<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>
4929911 ROYAL PALM BEACH FL 33411 LCO 700% 6.500 314.6 180 41548 $ 34,441.35
4959973 PHOENIX AZ 85008 SFD 775% 6.500 296.03 180 41426 $ 30,531.83
4856368 LUBBOCK TX 79411 SFD 725% 6.500 438.17 180 41456 $ 46,789.27
4856402 DALLAS TX 75287 SFD 763% 6.500 1315.26 180 41456 $ 137,359.45
4856446 BRIDGEWATER MA 02324 SFD 763% 6.500 467.07 180 41456 $ 48,778.19
4856491 RAPID CITY SD 57701 MF4 738% 6.500 646.71 180 41456 $ 68,545.34
4856523 PORTLAND ME 04103 SFD 800% 6.500 1046.44 180 41456 $ 106,908.62
4856605 ROANOKE VA 24012 SFD 788% 6.500 437.71 180 41487 $ 45,187.25
4856622 HOUSTON TX 77079 PUD 775% 6.500 1234.96 180 41456 $ 128,027.97
4856645 GLEN ALLEN VA 23060 SFD 763% 6.500 1298.44 180 41487 $ 136,037.53
4857307 ORANGE PARK FL 32073 SFD 725% 6.500 976.76 180 41426 $ 101,797.60
4857327 OMAHA NE 68104 SFD 775% 6.500 611.83 180 41456 $ 63,428.51
4857337 BROOKLINE MA 02146 LCO 788% 6.500 857.4 180 41456 $ 86,184.44
4857352 MILFORD MA 01757 SFD 688% 6.500 891.86 180 41456 $ 97,396.68
4857428 WENDELL MA 01379 SFD 725% 6.500 926.56 180 41456 $ 98,260.96
4857529 GAINESVILLE FL 32605 SFD 750% 6.500 666.53 180 41456 $ 70,124.28
4857558 REDWOOD FALLS MN 56283 SFD 788% 6.500 744.53 180 41395 $ 76,137.34
4857608 WOODBURY CT 06798 SFD 725% 6.500 1369.3 180 41456 $ 146,216.32
4857623 SAN ANGELO TX 76904 SFD 763% 6.500 747.3 180 41456 $ 78,045.20
4857691 SOLVANG CA 93463 SFD 700% 6.500 1272.74 180 41456 $ 137,952.25
4929899 BRUNSWICK ME 04011 MF3 638% 6.108 466.7 180 41548 $ 52,535.52
4907383 RIGGINS ID 83549 SFD 713% 6.500 543.5 180 41548 $ 59,052.56
4907395 LODI CA 95240 SFD 700% 6.500 2696.49 180 41518 $ 294,237.60
4907403 DENTON TX 76201 SFD 763% 6.500 541.8 180 41518 $ 56,943.80
4907424 SALMON ID 83467 SFD 738% 6.500 927.75 180 41548 $ 99,291.24
4907434 MINNETONKA MN 55343 SFD 713% 6.500 1213.82 180 41518 $ 131,380.61
4907462 OLDSMAR FL 34677 LCO 725% 6.500 547.72 180 41548 $ 59,062.64
4907482 LA QUINTA CA 92253 SFD 700% 6.500 1078.6 180 41518 $ 116,040.52
4907488 HOUSTON TX 77089 SFD 738% 6.500 710.54 180 41518 $ 75,802.03
4907492 MANASSAS VA 20110 SFD 763% 6.500 1195.69 180 41548 $ 126,063.76
4907503 MINA SD 57462 SFD 725% 6.500 753.12 180 41426 $ 80,151.67
4907514 WACO TX 76712 SFD 750% 6.500 648.91 180 41548 $ 68,929.66
4907530 COSTA MESA CA 92627 SFD 700% 6.500 2768.4 180 41548 $ 303,034.03
4907567 PAYETTE ID 83661 SFD 750% 6.500 578.46 180 41518 $ 61,251.42
4907585 BIRMINGHAM AL 35223 SFD 688% 6.500 2229.64 180 41548 $ 245,967.31
4907595 CLARKSTON GA 30021 LCO 825% 6.500 485.08 180 41518 $ 49,137.30
4907603 RAPID CITY SD 57701 SFD 738% 6.500 455.37 180 41518 $ 48,579.05
4907606 SACRAMENTO CA 95815 SFD 800% 6.500 466.36 180 41518 $ 47,939.60
4907613 WEST BRISTOL PA 19007 SFD 763% 6.500 607.19 180 41456 $ 63,411.67
4907629 POWAY CA 92064 SFD 713% 6.500 2264.58 180 41548 $ 244,699.90
4907641 THOUSAND OAKS CA 91360 SFD 688% 6.500 1065.77 180 41518 $ 117,180.20
4907648 PASADENA CA 91104 SFD 688% 6.500 1560.75 180 41518 $ 171,602.75
4907654 DALLAS TX 75228 SFD 763% 6.500 406.35 180 41487 $ 42,572.87
4907664 GARLAND TX 75042 SFD 763% 6.500 406.35 180 41487 $ 42,572.78
4907669 GARLAND TX 75043 SFD 763% 6.500 420.36 180 41518 $ 44,180.54
4907675 FRESH MEADOWS NY 11365 MF2 738% 6.500 1306.3 180 41548 $ 139,549.44
4907679 CLAYMONT DE 19703 MF2 750% 6.500 713.8 180 41518 $ 74,840.72
4907688 WILLIAMSBURG VA 23185 MF4 750% 6.500 1409.06 180 41334 $ 146,297.91
4907699 LYONS KS 67554 SFD 750% 6.500 370.81 180 41518 $ 39,263.72
4907705 NIXA MO 65714 SFD 738% 6.500 837.14 180 41426 $ 86,934.52
4907709 LAS VEGAS NV 89134 PUD 713% 6.500 2079.34 180 41518 $ 225,187.37
4907711 MINNETONKA MN 55304 SFD 725% 6.500 3003.32 180 41518 $ 321,294.98
4907714 MORA MN 55051 SFD 750% 6.500 441.26 180 41548 $ 46,872.16
4907731 NAMPA ID 83651 SFD 763% 6.500 560.48 180 41518 $ 58,907.39
4907736 ALBUQUERQUE NM 87106 SFD 775% 6.500 600.07 180 41548 $ 62,796.01
4907742 DANA POINT CA 92629 SFD 750% 6.500 1807.68 180 41306 $ 186,625.28
4907996 ONTARIO OR 97914 SFD 775% 6.500 497 180 41518 $ 51,848.76
4908001 LOS ANGELES CA 90001 SFD 738% 6.500 818.74 180 41518 $ 87,195.86
4908004 HOUSTON TX 77089 PUD 725% 6.500 670.87 180 41518 $ 72,108.07
4908017 FLORENCE KY 41101 LCO 738% 6.500 551.96 180 41518 $ 56,654.34
4908024 DOUGLASVILLE GA 30135 SFD 775% 6.500 557.71 180 41518 $ 58,182.58
4908029 ST. PETERS MO 63376 SFD 775% 6.500 442.4 180 41518 $ 45,543.51
4908031 MCCALL ID 83638 SFD 675% 6.483 3964.4 180 41518 $ 439,210.82
4908032 RICHMOND VA 23234 SFD 813% 6.500 573.88 180 41456 $ 58,204.56
4908035 SCOTTDALE GA 30079 MF2 688% 6.500 677.81 180 41548 $ 74,368.33
4908044 ROWLETT TX 75088 SFD 788% 6.500 480.35 180 41518 $ 49,742.36
4908045 RICHMOND VA 23234 SFD 813% 6.500 631.66 180 41456 $ 64,064.03
4908048 MADISON HEIGHTS MI 48071 SFD 788% 6.500 652.54 180 41518 $ 67,573.80
4908050 GLEN GARDNER NJ 08826 SFD 775% 6.500 1969.62 180 41518 $ 205,106.35
4908052 RICHMOND VA 23234 SFD 813% 6.500 693.28 180 41456 $ 70,314.22
4908054 VANCOUVER WA 98662 SFD 738% 6.500 367.97 180 41548 $ 38,420.78
4908073 FORT WORTH TX 76133 SFD 750% 6.500 434.31 180 41518 $ 45,987.64
4908074 DIAMONDHEAD MS 39525 SFD 750% 6.500 1158.77 180 41518 $ 122,089.77
4908079 WELLINGTON FL 33414 LCO 800% 6.500 533.26 180 41518 $ 54,816.16
4908085 WELLINGTON FL 33414 PUD 800% 6.500 924.6 180 41518 $ 95,044.19
4908088 WALNUT CA 91789 SFD 688% 6.500 1828.31 180 41518 $ 201,020.40
4908151 HOUSTON TX 77083 PUD 750% 6.500 430.14 180 41548 $ 45,487.35
4908162 HOUSTON TX 77006 MF2 763% 6.500 1517.03 180 41548 $ 159,943.41
4908174 PALMDALE CA 93550 SFD 788% 6.500 818.52 180 41518 $ 84,601.36
4908183 HAMTRAMCK MI 48212 SFD 763% 6.500 373.66 180 41548 $ 39,394.89
4908198 NEW YORK NY 10022 LCO 688% 6.500 6722.36 180 41456 $ 734,127.90
4908203 LONG BEACH CA 90803 SFD 763% 6.500 1961.68 180 41548 $ 205,640.84
4908271 MOULTONBOROUGH NH 03254 SFD 688% 6.500 561.87 180 41518 $ 61,751.87
4908282 STILLWATER MN 55082 SFD 725% 6.500 1252.91 180 41548 $ 134,900.92
4908305 ESCONDIDO CA 92025 SFD 725% 6.500 2537.76 180 41518 $ 272,772.53
4908317 GAINESVILLE FL 32607 MF2 813% 6.500 837.71 180 41518 $ 85,482.63
4908326 BROOKLYN NY 11233 MF2 725% 6.500 371.54 180 41548 $ 40,049.00
4908343 PASADENA MD 21122 SFD 750% 6.500 1030.84 180 41518 $ 109,153.20
4908363 HENDERSON NV 89014 LCO 750% 6.500 602.56 180 41518 $ 63,803.59
4908509 LEMOORE CA 93245 SFD 788% 6.500 728.41 180 41518 $ 75,431.25
4908519 COLORADO SPRINGS CO 80920 SFD 688% 6.500 874.02 180 41518 $ 96,097.57
4908536 ST. LOUIS MO 63126 SFD 750% 6.500 463.05 180 41518 $ 48,919.02
4908543 CHARLOTTE NC 28216 SFD 813% 6.500 281.65 180 41518 $ 28,739.82
4908549 NEW YORK NY 10023 LCO 775% 6.500 1882.56 180 41548 $ 194,968.08
4908553 GIBSONIA PA 15044 SFD 675% 6.483 2190.16 180 41518 $ 242,644.34
4908556 SLIDELL LA 70460 SFD 750% 6.500 556.21 180 41518 $ 58,542.48
4908561 ATTLEBORO MA 02703 SFD 725% 6.500 848.97 180 41548 $ 91,547.08
4908563 ALHAMBRA CA 91801 SFD 738% 6.500 2180.22 180 41518 $ 228,925.00
4908581 PHARR TX 78577 SFD 750% 6.500 492.77 180 41518 $ 52,177.55
4908583 NORTH RIDGEVILLE OH 44039 SFD 688% 6.500 1052.39 180 41548 $ 116,096.58
4908593 WARWICK RI 02888 SFD 800% 6.500 764.53 180 41518 $ 78,589.49
4908603 LAUDERHILL FL 33319 LCO 750% 6.500 370.81 180 41334 $ 38,291.21
4908610 LANCASTER CA 93536 SFD 750% 6.500 1112.42 180 41518 $ 117,791.21
4908624 SOUTH PASADENA CA 91030 SFD 700% 6.500 2851.54 180 41518 $ 301,012.66
4908630 ROSLYN HEIGHTS NY 11577 SFD 713% 6.500 2264.58 180 41548 $ 246,052.37
4908633 FORT WORTH TX 76116 MF2 750% 6.500 666.53 180 41518 $ 70,576.55
4908635 FALLS CHURCH VA 22042 SFD 713% 6.500 1397.25 180 41518 $ 151,318.44
4908640 FORT WORTH TX 76133 MF2 750% 6.500 722.61 180 41518 $ 76,515.23
4908644 FORT WORTH TX 76116 SFD 750% 6.500 304.53 180 41518 $ 32,245.31
4908645 ARLINGTON VA 22204 SFD 713% 6.500 1702.97 180 41518 $ 182,900.04
4908654 LAKE HAVASU CITY AZ 86406 MF2 813% 6.500 871.41 180 41518 $ 88,921.59
4908657 CRANSTON RI 02920 SFD 763% 6.500 840.72 180 41518 $ 88,361.10
4908677 EL PASO TX 79924 SFD 800% 6.500 451.07 180 41518 $ 46,367.82
4908688 SUNNYVALE CA 94086 SFD 700% 6.500 2696.49 180 41548 $ 295,212.02
4908692 EL PASO TX 79924 SFD 800% 6.500 489.3 180 41518 $ 50,297.26
4908709 ATHENS OH 45701 MF4 813% 6.500 2383.14 180 41548 $ 243,914.99
4908712 NESCONSET NY 11764 SFD 738% 6.500 1849.05 180 41548 $ 197,893.37
4908716 ATHENS OH 45701 SFD 813% 6.500 1256.57 180 41548 $ 128,609.70
4908718 DES MOINES IA 50310 SFD 700% 6.500 632.78 180 41548 $ 69,276.41
4908730 ATHENS OH 45701 SFD 800% 6.500 537.56 180 41548 $ 55,426.30
4908734 SKOKIE IL 60077 SFD 713% 6.500 1585.21 180 41548 $ 172,236.65
4908742 BAKERSFIELD CA 93304 SFD 775% 6.500 456.99 180 41518 $ 47,675.35
4908743 NEWARK DE 19713 SFD 725% 6.500 510.3 180 41518 $ 54,848.81
4908754 STOCKTON CA 95204 SFD 763% 6.500 1790.33 120 39692 $ 132,399.11
4908764 VIRDEN IL 62690 SFD 800% 6.500 512.23 180 41548 $ 50,520.97
4908769 FONTANA CA 92337 SFD 688% 6.500 731.33 180 41518 $ 80,408.12
4908814 KINGS BEACH CA 96143 SFD 788% 6.500 2276.28 180 41548 $ 236,447.28
4908821 INDIANAPOLIS IN 46237 SFD 788% 6.500 779.63 180 41518 $ 80,734.99
4908832 EL PASO TX 79936 SFD 813% 6.500 537.29 180 41518 $ 54,791.24
4908836 RUTHTON MN 56170 SFD 713% 6.500 400.84 180 41518 $ 43,408.96
4908840 FT LAUDERDALE FL 33315 SFD 738% 6.500 837.14 180 41518 $ 89,306.96
4908843 BRADENTON FL 34209 SFD 738% 6.500 459.97 180 41518 $ 49,069.73
4908847 MAPLE LAKE MN 55358 SFD 738% 6.500 887.73 180 41548 $ 95,008.49
4908856 BETHPAGE NY 11714 SFD 763% 6.500 761.32 180 41518 $ 79,915.23
4908863 KISSIMMEE FL 34746 LCO 688% 6.500 613.6 180 41548 $ 67,372.03
4908864 NORCROSS GA 30093 MF2 738% 6.500 1830.65 180 41518 $ 195,203.36
4908870 LAS VEGAS NV 89110 MF2 725% 6.500 680.09 180 41518 $ 72,915.11
4908874 CHANDLER AZ 85224 SFD 788% 6.500 1579.17 180 41518 $ 163,532.61
4908879 LAS VEGAS NV 89110 MF2 725% 6.500 634.44 180 41518 $ 67,986.54
4908883 INDIANAPOLIS IN 46227 SFD 775% 6.500 665.49 180 41518 $ 69,426.28
4908889 LAS VEGAS NV 89110 MF2 750% 6.500 1093.88 180 41518 $ 115,557.42
4908895 DUNNAVANT AL 35094 SFD 700% 6.500 384.25 180 41518 $ 41,627.10
4908903 JASPER AL 35504 SFD 700% 6.500 1752.72 180 41518 $ 190,185.30
4908905 PITTSBURGH PA 15241 SFD 650% 6.233 609.78 180 41518 $ 68,590.89
4908910 RALEIGH NC 27607 MF2 713% 6.500 942.07 180 41518 $ 102,023.43
4908913 LOS ANGELES CA 91352 SFD 738% 6.500 1011.92 180 41518 $ 107,401.82
4908931 GARLAND TX 75040 SFD 788% 6.500 384.13 180 41518 $ 39,778.15
4908939 SOUTH LAKE TAHOE CA 96150 SFD 725% 6.500 639.01 180 41548 $ 68,845.73
4908954 EDEN PRAIRIE MN 55347 PUD 738% 6.500 630.15 180 41548 $ 67,441.26
4909795 COLOR CO 80918 SFD 763% 6.500 1048.1 180 41518 $ 110,156.81
4945858 WILLITS CA 95690 SFD 713% 6.500 706.55 180 41579 $ 77,017.60
4945867 BATON ROUGE LA 70811 SFD 650% 6.233 718.66 180 41548 $ 81,231.55
4945872 MOORESTOWN NJ 08057 SFD 650% 6.233 724.77 180 41579 $ 82,094.65
4945877 ST LOUIS MO 63138 SFD 713% 6.500 362.34 180 41579 $ 39,496.17
4945909 LAKEVILLE MN 55044 SFD 675% 6.483 2212.28 180 41579 $ 244,487.72
4945920 BOZEMAN MT 59718 SFD 788% 6.500 521.65 180 41579 $ 54,350.79
4945924 BLAINE MN 55449 SFD 700% 6.500 988.72 180 41579 $ 108,599.60
4945926 EAGAN MN 55121 SFD 738% 6.500 1987.04 180 41579 $ 213,337.42
4945929 GAMBRILLS MD 21054 SFD 738% 6.500 2097.43 180 41579 $ 225,189.51
4945938 VICTOR MT 59875 SFD 688% 6.500 401.34 180 41579 $ 44,420.93
4945943 WILMINGTON NC 28403 SFD 750% 6.500 778.7 180 41579 $ 82,975.64
4945944 DERBY KS 67037 SFD 688% 6.500 588.63 180 41579 $ 65,150.73
4945954 WILMINGTON NC 28409 MF2 750% 6.500 1158.77 180 41579 $ 123,475.71
4945966 LANCASTER PA 17603 SFD 700% 6.500 377.06 180 41579 $ 41,415.95
4945982 LAS VEGAS NM 87701 MF2 763% 6.500 714.61 180 41579 $ 75,577.18
4945983 KUNA ID 83634 SFD 725% 6.500 619.84 180 41579 $ 67,053.93
4945984 ALEDO TX 76008 SFD 725% 6.500 393.54 180 41579 $ 42,502.41
4945991 APPLETON WI 54911 SFD 688% 6.500 1605.34 180 41579 $ 177,348.14
4945992 LAS VEGAS NM 87701 SFD 750% 6.500 454.24 180 41579 $ 48,402.47
4945998 PHILADELPHIA PA 19115 SFD 775% 6.500 680.55 180 41579 $ 64,042.48
4946003 ELK RIVER MN 55330 SFD 713% 6.500 1132.29 180 41609 $ 123,822.73
4946006 LOS ANGELES CA 90042 LCO 738% 6.500 1149.91 180 41579 $ 123,459.05
4946007 STOCKTON CA 95207 SFD 750% 6.500 1084.61 180 41609 $ 115,933.28
4946012 LOS ANGELES CA 90045 SFD 763% 6.500 1447.91 180 41579 $ 153,130.21
4946013 BLOOMINGTON MN 55431 SFD 700% 6.500 1348.25 180 41609 $ 148,552.47
4946017 INDIANAPOLIS IN 46226 SFD 775% 6.500 395.34 180 41579 $ 41,498.81
4946018 WAVELAND MS 39576 SFD 738% 6.500 367.97 180 41579 $ 39,506.93
4946025 OJAI CA 93023 SFD 738% 6.500 1729.46 180 41579 $ 185,682.58
4946033 SPRINGFIELD VA 22150 SFD 725% 6.500 1095.44 180 41579 $ 118,504.76
4946040 ALEXANDRIA VA 22304 SFD 750% 6.500 817.17 180 41609 $ 87,164.50
4946044 BEVERLY HILLS CA 90210 SFD 700% 6.500 8628.76 180 41579 $ 945,270.12
4946078 NORTH LAS VEGAS NV 89030 PUD 675% 6.483 1504.35 180 41579 $ 167,789.04
4946087 UPPER MARLBORO MD 20772 SFD 750% 6.500 921.92 180 41609 $ 98,543.29
4946090 CINCINNATI OH 45215 MF2 750% 6.500 966.88 180 41579 $ 103,028.13
4946093 DECATUR TX 76234 SFD 750% 6.500 412.53 180 41579 $ 43,957.33
4946118 CARY NC 27605 SFD 763% 6.500 1429.22 180 41579 $ 151,154.37
4946120 HENDERSON NV 89015 MF2 738% 6.500 570.36 180 41579 $ 61,235.72
4946207 PLYMOUTH MN 55446 SFD 650% 6.233 2526.22 180 41579 $ 286,147.29
4946217 MCKINNEY TX 75070 SFD 775% 6.500 865.98 180 41579 $ 90,902.17
4946227 SOUTH FORK CO 81154 SFD 725% 6.500 834.36 180 41579 $ 90,261.12
4946239 ALBUQUERQUE NM 87120 SFD 738% 6.500 896.93 180 41579 $ 96,298.14
4946248 FOREST LAKE MN 55025 SFD 738% 6.500 918.09 180 41579 $ 98,569.76
4946252 KENYON MN 55946 SFD 750% 6.500 797.24 180 41579 $ 84,383.70
4946260 BUFFALO GROVE IL 60089 SFD 725% 6.500 2190.88 180 41579 $ 237,009.51
4946270 HOUSTON TX 77092 SFD 738% 6.500 570.36 180 41579 $ 61,235.72
4946323 HUNTINGTON NY 11743 SFD 738% 6.500 708.31 120 39753 $ 58,415.45
$ 22,201,051.26
</TABLE>
<TABLE>
<CAPTION>
(i) (ii) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- ------------------------ ------ --------- ---------- -------- ----------- --------- -----------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CITY LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ---------------------------------------------------- -------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4929911 ROYAL PALM BEACH 100.00 0.25 0.017 0.233
4959973 PHOENIX 41.93 0.25 0.017 0.983
4856368 LUBBOCK 73.28 0.25 0.017 0.483
4856402 DALLAS 80.00 0.25 0.017 0.858
4856446 BRIDGEWATER 16.89 0.25 0.017 0.858
4856491 RAPID CITY 68.92 0.25 0.017 0.608
4856523 PORTLAND 73.49 0.25 0.017 1.233
4856605 ROANOKE 65.00 0.25 0.017 1.108
4856622 HOUSTON 73.92 0.25 0.017 0.983
4856645 GLEN ALLEN 74.93 0.25 0.017 0.858
4857307 ORANGE PARK 74.83 0.25 0.017 0.483
4857327 OMAHA 39.63 0.25 0.017 0.983
4857337 BROOKLINE 64.11 0.25 0.017 1.108
4857352 MILFORD 37.04 0.25 0.017 0.108
4857428 WENDELL 73.55 0.25 0.017 0.483
4857529 GAINESVILLE 79.98 0.25 0.017 0.733
4857558 REDWOOD FALLS 42.66 0.25 0.017 1.108
4857608 WOODBURY 33.71 0.25 0.017 0.483
4857623 SAN ANGELO 53.33 0.25 0.017 0.858
4857691 SOLVANG 76.13 0.25 0.017 0.233
4929899 BRUNSWICK 33.75 0.25 0.017 0.000
4907383 RIGGINS 33.33 0.25 0.017 0.358
4907395 LODI 71.43 0.25 0.017 0.233
4907403 DENTON 80.00 0.25 0.017 0.858
4907424 SALMON 74.98 0.25 0.017 0.608
4907434 MINNETONKA 73.63 0.25 0.017 0.358
4907462 OLDSMAR 75.00 0.25 0.017 0.483
4907482 LA QUINTA 80.00 0.25 0.017 0.233
4907488 HOUSTON 74.99 0.25 0.017 0.608
4907492 MANASSAS 80.00 0.25 0.017 0.858
4907503 MINA 75.00 0.25 0.017 0.483
4907514 WACO 70.00 0.25 0.017 0.733
4907530 COSTA MESA 80.00 0.25 0.017 0.233
4907567 PAYETTE 80.00 0.25 0.017 0.733
4907585 BIRMINGHAM 79.37 0.25 0.017 0.108
4907595 CLARKSTON 78.13 0.25 0.017 1.483
4907603 RAPID CITY 75.00 0.25 0.017 0.608
4907606 SACRAMENTO 80.00 0.25 0.017 1.233
4907613 WEST BRISTOL 54.17 0.25 0.017 0.858
4907629 POWAY 39.68 0.25 0.017 0.358
4907641 THOUSAND OAKS 45.09 0.25 0.017 0.108
4907648 PASADENA 62.50 0.25 0.017 0.108
4907654 DALLAS 75.00 0.25 0.017 0.858
4907664 GARLAND 75.00 0.25 0.017 0.858
4907669 GARLAND 75.00 0.25 0.017 0.858
4907675 FRESH MEADOWS 59.17 0.25 0.017 0.608
4907679 CLAYMONT 70.00 0.25 0.017 0.733
4907688 WILLIAMSBURG 69.09 0.25 0.017 0.733
4907699 LYONS 57.14 0.25 0.017 0.733
4907705 NIXA 57.59 0.25 0.017 0.608
4907709 LAS VEGAS 73.41 0.25 0.017 0.358
4907711 MINNETONKA 79.28 0.25 0.017 0.483
4907714 MORA 68.99 0.25 0.017 0.733
4907731 NAMPA 68.97 0.25 0.017 0.858
4907736 ALBUQUERQUE 65.05 0.25 0.017 0.983
4907742 DANA POINT 75.00 0.25 0.017 0.733
4907996 ONTARIO 75.00 0.25 0.017 0.983
4908001 LOS ANGELES 71.20 0.25 0.017 0.608
4908004 HOUSTON 74.99 0.25 0.017 0.483
4908017 FLORENCE 70.59 0.25 0.017 0.608
4908024 DOUGLASVILLE 75.00 0.25 0.017 0.983
4908029 ST. PETERS 49.47 0.25 0.017 0.983
4908031 MCCALL 80.00 0.25 0.017 0.000
4908032 RICHMOND 80.00 0.25 0.017 1.358
4908035 SCOTTDALE 80.00 0.25 0.017 0.108
4908044 ROWLETT 72.35 0.25 0.017 1.108
4908045 RICHMOND 77.18 0.25 0.017 1.358
4908048 MADISON HEIGHTS 80.00 0.25 0.017 1.108
4908050 GLEN GARDNER 63.41 0.25 0.017 0.983
4908052 RICHMOND 80.00 0.25 0.017 1.358
4908054 VANCOUVER 34.78 0.25 0.017 0.608
4908073 FORT WORTH 55.12 0.25 0.017 0.733
4908074 DIAMONDHEAD 69.44 0.25 0.017 0.733
4908079 WELLINGTON 90.00 1 0.25 0.017 1.233
4908085 WELLINGTON 90.00 0.25 0.017 1.233
4908088 WALNUT 68.33 0.25 0.017 0.108
4908151 HOUSTON 80.00 0.25 0.017 0.733
4908162 HOUSTON 80.00 0.25 0.017 0.858
4908174 PALMDALE 79.99 0.25 0.017 1.108
4908183 HAMTRAMCK 70.18 0.25 0.017 0.858
4908198 NEW YORK 50.25 0.25 0.017 0.108
4908203 LONG BEACH 64.62 0.25 0.017 0.858
4908271 MOULTONBOROUGH 87.50 11 0.25 0.017 0.108
4908282 STILLWATER 75.00 0.25 0.017 0.483
4908305 ESCONDIDO 79.43 0.25 0.017 0.483
4908317 GAINESVILLE 75.00 0.25 0.017 1.358
4908326 BROOKLYN 29.07 0.25 0.017 0.483
4908343 PASADENA 79.49 0.25 0.017 0.733
4908363 HENDERSON 72.22 0.25 0.017 0.733
4908509 LEMOORE 79.59 0.25 0.017 1.108
4908519 COLORADO SPRINGS 76.56 0.25 0.017 0.108
4908536 ST. LOUIS 47.57 0.25 0.017 0.733
4908543 CHARLOTTE 90.00 1 0.25 0.017 1.358
4908549 NEW YORK 47.06 0.25 0.017 0.983
4908553 GIBSONIA 75.00 0.25 0.017 0.000
4908556 SLIDELL 57.14 0.25 0.017 0.733
4908561 ATTLEBORO 75.00 0.25 0.017 0.483
4908563 ALHAMBRA 77.96 0.25 0.017 0.608
4908581 PHARR 74.87 0.25 0.017 0.733
4908583 NORTH RIDGEVILLE 68.60 0.25 0.017 0.108
4908593 WARWICK 79.21 0.25 0.017 1.233
4908603 LAUDERHILL 80.00 0.25 0.017 0.733
4908610 LANCASTER 80.00 0.25 0.017 0.733
4908624 SOUTH PASADENA 75.00 0.25 0.017 0.233
4908630 ROSLYN HEIGHTS 59.52 0.25 0.017 0.358
4908633 FORT WORTH 61.98 0.25 0.017 0.733
4908635 FALLS CHURCH 74.52 0.25 0.017 0.358
4908640 FORT WORTH 64.96 0.25 0.017 0.733
4908644 FORT WORTH 48.67 0.25 0.017 0.733
4908645 ARLINGTON 69.89 0.25 0.017 0.358
4908654 LAKE HAVASU CITY 73.58 0.25 0.017 1.358
4908657 CRANSTON 75.00 0.25 0.017 0.858
4908677 EL PASO 80.00 0.25 0.017 1.233
4908688 SUNNYVALE 71.43 0.25 0.017 0.233
4908692 EL PASO 80.00 0.25 0.017 1.233
4908709 ATHENS 90.00 1 0.25 0.017 1.358
4908712 NESCONSET 75.00 0.25 0.017 0.608
4908716 ATHENS 90.00 1 0.25 0.017 1.358
4908718 DES MOINES 80.00 0.25 0.017 0.233
4908730 ATHENS 90.00 0.25 0.017 1.233
4908734 SKOKIE 79.55 0.25 0.017 0.358
4908742 BAKERSFIELD 72.46 0.25 0.017 0.983
4908743 NEWARK 65.00 0.25 0.017 0.483
4908754 STOCKTON 50.00 0.25 0.017 0.858
4908764 VIRDEN 80.00 0.25 0.017 1.233
4908769 FONTANA 73.21 0.25 0.017 0.108
4908814 KINGS BEACH 73.85 0.25 0.017 1.108
4908821 INDIANAPOLIS 78.29 0.25 0.017 1.108
4908832 EL PASO 90.00 1 0.25 0.017 1.358
4908836 RUTHTON 75.00 0.25 0.017 0.358
4908840 FT LAUDERDALE 74.59 0.25 0.017 0.608
4908843 BRADENTON 63.29 0.25 0.017 0.608
4908847 MAPLE LAKE 73.66 0.25 0.017 0.608
4908856 BETHPAGE 39.76 0.25 0.017 0.858
4908863 KISSIMMEE 78.63 0.25 0.017 0.108
4908864 NORCROSS 79.98 0.25 0.017 0.608
4908870 LAS VEGAS 42.33 0.25 0.017 0.483
4908874 CHANDLER 90.00 0.25 0.017 1.108
4908879 LAS VEGAS 39.49 0.25 0.017 0.483
4908883 INDIANAPOLIS 70.00 0.25 0.017 0.983
4908889 LAS VEGAS 67.05 0.25 0.017 0.733
4908895 DUNNAVANT 75.00 0.25 0.017 0.233
4908903 JASPER 73.58 0.25 0.017 0.233
4908905 PITTSBURGH 63.64 0.25 0.017 0.000
4908910 RALEIGH 39.25 0.25 0.017 0.358
4908913 LOS ANGELES 73.33 0.25 0.017 0.608
4908931 GARLAND 75.00 0.25 0.017 1.108
4908939 SOUTH LAKE TAHOE 56.00 0.25 0.017 0.483
4908954 EDEN PRAIRIE 65.24 0.25 0.017 0.608
4909795 COLOR 89.94 1 0.25 0.017 0.858
4945858 WILLITS 61.90 0.25 0.017 0.358
4945867 BATON ROUGE 70.51 0.25 0.017 0.000
4945872 MOORESTOWN 52.00 0.25 0.017 0.000
4945877 ST LOUIS 50.00 0.25 0.017 0.358
4945909 LAKEVILLE 62.50 0.25 0.017 0.000
4945920 BOZEMAN 67.07 0.25 0.017 1.108
4945924 BLAINE 52.37 0.25 0.017 0.233
4945926 EAGAN 80.00 0.25 0.017 0.608
4945929 GAMBRILLS 73.55 0.25 0.017 0.608
4945938 VICTOR 27.44 0.25 0.017 0.108
4945943 WILMINGTON 62.27 0.25 0.017 0.733
4945944 DERBY 45.67 0.25 0.017 0.108
4945954 WILMINGTON 79.31 0.25 0.017 0.733
4945966 LANCASTER 74.91 0.25 0.017 0.233
4945982 LAS VEGAS 72.17 0.25 0.017 0.858
4945983 KUNA 70.00 0.25 0.017 0.483
4945984 ALEDO 90.00 1 0.25 0.017 0.483
4945991 APPLETON 80.00 0.25 0.017 0.108
4945992 LAS VEGAS 71.01 0.25 0.017 0.733
4945998 PHILADELPHIA 63.98 0.25 0.017 0.983
4946003 ELK RIVER 60.98 0.25 0.017 0.358
4946006 LOS ANGELES 71.43 0.25 0.017 0.608
4946007 STOCKTON 75.00 0.25 0.017 0.733
4946012 LOS ANGELES 43.79 0.25 0.017 0.858
4946013 BLOOMINGTON 66.08 0.25 0.017 0.233
4946017 INDIANAPOLIS 75.00 0.25 0.017 0.983
4946018 WAVELAND 40.00 0.25 0.017 0.608
4946025 OJAI 62.67 0.25 0.017 0.608
4946033 SPRINGFIELD 75.00 0.25 0.017 0.483
4946040 ALEXANDRIA 64.82 0.25 0.017 0.733
4946044 BEVERLY HILLS 40.85 0.25 0.017 0.233
4946078 NORTH LAS VEGAS 73.28 0.25 0.017 0.000
4946087 UPPER MARLBORO 70.04 0.25 0.017 0.733
4946090 CINCINNATI 89.99 1 0.25 0.017 0.733
4946093 DECATUR 76.72 0.25 0.017 0.733
4946118 CARY 75.00 0.25 0.017 0.858
4946120 HENDERSON 49.60 0.25 0.017 0.608
4946207 PLYMOUTH 74.36 0.25 0.017 0.000
4946217 MCKINNEY 89.99 1 0.25 0.017 0.983
4946227 SOUTH FORK 68.72 0.25 0.017 0.483
4946239 ALBUQUERQUE 79.98 0.25 0.017 0.608
4946248 FOREST LAKE 58.71 0.25 0.017 0.608
4946252 KENYON 60.56 0.25 0.017 0.733
4946260 BUFFALO GROVE 73.85 0.25 0.017 0.483
4946270 HOUSTON 80.00 0.25 0.017 0.608
4946323 HUNTINGTON 15.00 0.25 0.017 0.608
</TABLE>
COUNT: 196
WAC: 7.310653579
WAM: 173.8544743
WALTV: 68.2371334
<PAGE>
(i) (xvii) (xviii)
- ----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- --------------------------------------------------------------------
4929911 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4959973 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4856368 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856402 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856446 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856491 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856523 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856605 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856622 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856645 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857307 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857327 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857337 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857352 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857428 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857529 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857558 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857608 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857623 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857691 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4929899 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4907383 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907395 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907403 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907424 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907434 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907462 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907482 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907488 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907492 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907503 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907514 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907530 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907567 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907585 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907595 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907603 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907606 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907613 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907629 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907641 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907648 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907654 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907664 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907669 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907675 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907679 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907688 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907699 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907705 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907709 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907711 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907714 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907731 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907736 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907742 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4907996 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908001 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908004 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908017 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908024 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908029 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908031 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908032 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908035 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908044 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908045 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908048 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908050 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908052 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908054 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908073 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908074 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908079 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908085 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908088 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908151 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908162 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908174 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908183 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908198 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908203 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908271 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908282 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908305 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908317 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908326 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908343 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908363 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908509 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908519 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908536 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908543 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908549 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908553 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908556 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908561 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908563 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908581 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908583 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908593 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908603 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908610 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908624 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908630 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908633 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908635 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908640 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908644 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908645 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908654 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908657 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908677 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908688 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908692 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908709 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908712 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908716 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908718 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908730 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908734 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908742 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908743 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908754 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908764 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908769 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908814 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908821 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908832 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908836 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908840 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908843 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908847 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908856 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908863 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908864 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908870 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908874 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908879 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908883 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908889 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908895 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908903 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908905 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908910 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908913 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908931 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908939 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4908954 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4909795 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945858 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945867 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945872 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945877 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945909 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945920 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945924 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945926 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945929 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945938 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945943 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945944 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945954 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945966 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945982 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945983 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945984 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945991 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945992 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4945998 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946003 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946006 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946007 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946012 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946013 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946017 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946018 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946025 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946033 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946040 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946044 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946078 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946087 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946090 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946093 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946118 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946120 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946207 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946217 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946227 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946239 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946248 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946252 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946260 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946270 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946323 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
COUNT: 196
WAC: 7.911200291
WAM: 349.4406231
WALTV: 76.55241828
<PAGE>
EXHIBIT F-3B
[Schedule of Group II Mortgage Loans Serviced by Other Servicers]
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
- ----- ------------------ ------- ----- ----------- -------- -------- ---------- -------- ------------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- -------- ------------------ ------- ------ ---------- -------- -------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4902497 PHOENIX AZ 85013 MF2 8.375 6.500 $ 698.32 360 1-Feb-28
4902509 BRIDGEPORT CT 06606 SFD 7.625 6.500 $ 475.64 360 1-Feb-28
4902614 BATON ROUGE LA 70815 SFD 8.250 6.500 $ 259.19 360 1-Mar-28
4902671 HOUSTON TX 77079 LCO 8.250 6.500 $ 192.70 360 1-Mar-28
4902685 WEST JORDAN UT 84088 SFD 7.875 6.500 $ 1,109.36 360 1-Feb-28
4902692 PORTLAND OR 97232 SFD 8.250 6.500 $ 683.66 360 1-Jan-28
4902731 CASPER WY 82601 SFD 8.375 6.500 $ 690.91 360 1-Feb-28
4902792 OREGON CITY OR 97045 SFD 8.000 6.500 $ 966.73 360 1-Mar-28
4902795 SCOTTSDALE AZ 85259 SFD 8.375 6.500 $ 1,190.28 360 1-Mar-28
4902871 VANCOUVER WA 98684 SFD 8.000 6.500 $ 727.16 360 1-May-28
4903149 COLUMBIA FALLS MT 59912 SFD 8.125 6.500 $ 754.38 360 1-Jun-28
4903196 PHOENIX AZ 85051 MF4 8.250 6.500 $1,094.22 360 1-May-28
4903251 CENTRAL POINT OR 97502 SFD 7.875 6.500 $ 928.09 360 1-Jul-28
4903526 SAN ANTONIO TX 78233 SFD 8.250 6.500 $ 253.56 360 1-Mar-28
4903532 RIO RANCHO NM 87124 SFD 7.875 6.500 $ 757.70 360 1-Apr-28
4903592 SAN JOSE CA 95131 SFD 8.125 6.500 $ 1,039.50 360 1-May-28
4903652 SANTA MONICA CA 90404 LCO 8.000 6.500 $ 898.87 360 1-Apr-28
4903744 TUCSON AZ 85719 THS 8.250 6.500 $ 875.23 360 1-May-28
4903846 GALVESTON TX 77550 SFD 8.250 6.500 $ 439.50 360 1-Mar-28
4904072 CASPER WY 82601 MF2 8.750 6.500 $ 619.53 360 1-Apr-28
4904081 AURORA CO 80011 SFD 8.000 6.500 $ 290.94 360 1-Jun-28
4904116 COLORADO SPRINGS CO 80916 SFD 7.500 6.500 $ 657.26 360 1-Jun-28
4904135 BELLEVUE WA 98007 MF2 8.125 6.500 $ 1,677.30 360 1-May-28
4904168 WEST JORDON UT 84084 SFD 7.500 6.500 $ 1,029.59 360 1-May-28
4904253 TIGARD OR 97224 LCO 8.250 6.500 $ 635.57 360 1-Jun-28
4904559 APACHE JUNCTION AZ 85220 SFD 7.750 6.500 $ 851.10 360 1-May-28
4904588 BAKERFIELD CA 93312 SFD 8.125 6.500 $2,743.53 360 1-Jul-28
4904650 COLORADO SPRINGS CO 80907 SFD 7.500 6.500 $ 685.93 360 1-May-28
4904657 JAMAICA PLAIN MA 02130 MF2 8.000 6.500 $1,294.36 360 1-May-28
4904667 FORT WORTH TX 76107 SFD 8.250 6.500 $ 165.28 360 1-Aug-28
4904709 TEMPE AZ 85281 LCO 8.000 6.500 $ 458.97 360 1-Aug-28
4904722 WATSONVILLE CA 95076 THS 7.375 6.500 $2,845.58 360 1-Sep-28
4904747 MOUNTAIN VIEW CA 94041 SFD 7.500 6.500 $ 1,265.58 360 1-Apr-28
4904788 SALT LAKE CITY UT 84102 SFD 8.500 6.500 $ 1,568.58 360 1-Jul-28
4904804 SANDY UT 84092 SFD 7.375 6.500 $1,864.82 360 1-Sep-28
4904912 PARK CITY UT 84060 SFD 7.625 6.500 $ 1,327.82 360 1-Sep-28
4904922 EL PASO TX 79936 MF2 8.500 6.500 $ 588.22 360 1-Apr-28
4904927 PHOENIX AZ 85016 SFD 7.875 6.500 $2,479.74 360 1-Aug-28
4904936 MONTGOMERY TX 77356 SFD 8.250 6.500 $ 263.70 360 1-Apr-28
4904953 ARLINGTON TX 76012 SFD 8.625 6.500 $ 420.01 360 1-Nov-27
4904954 CHANDLER AZ 85248 SFD 7.750 6.500 $ 801.31 360 1-Aug-28
4904975 WEYMOUTH MA 02190 LCO 7.875 6.500 $ 325.56 360 1-Sep-28
4904993 BEAVERTON OR 97008 SFD 8.000 6.500 $ 1,350.13 360 1-May-28
4904999 ELIZABETH CO 80107 SFD 8.000 6.500 $ 810.81 360 1-May-28
4905001 HOUSTON TX 77009 SFD 8.375 6.500 $ 273.63 360 1-Dec-27
4905024 BRUSH CO 80723 MF3 8.500 6.500 $1,089.93 360 1-Sep-28
4905074 NORTHGLENN CO 80233 SFD 8.125 6.500 $ 464.80 360 1-Sep-28
4905231 SAN ANTONIO TX 78217 SFD 8.250 6.500 $ 371.88 360 1-Jan-28
4905271 EVERETT WA 98208 SFD 7.750 6.500 $ 954.26 360 1-Sep-28
4905277 PROVO UT 84601 LCO 6.875 6.500 $ 551.16 360 1-Sep-28
4905298 CASTLE DALE UT 84513 SFD 8.125 6.500 $ 439.56 360 1-Sep-28
4905304 HOUSTON TX 77019 SFD 8.250 6.500 $ 534.16 360 1-Dec-27
4905307 HOUSTON TX 77054 SFD 8.375 6.500 $ 274.39 360 1-Jun-28
4905320 MESQUITE TX 75181 SFD 8.250 6.500 $ 608.16 360 1-Apr-28
4905322 AMARILLO TX 79109 SFD 8.250 6.500 $ 246.42 360 1-Feb-28
4905348 SPRING TX 77380 SFD 8.500 6.500 $ 326.02 360 1-Nov-27
4905373 SOUTH BOSTON MA 02127 MF3 8.000 6.500 $ 957.56 360 1-Aug-28
4905391 NEW ORLEANS LA 70117 MF2 8.750 6.500 $ 204.55 360 1-Nov-27
4905408 HIDDEN HILLS CA 91302 SFD 7.500 6.500 $ 6,712.46 360 1-Aug-28
4905433 HOUSTON TX 77054 LCO 8.250 6.500 $ 247.92 360 1-May-28
4905435 KAMAS UT 84036 SFD 8.250 6.500 $ 901.52 360 1-Apr-28
4905445 BEND OR 97701 MF2 8.125 6.500 $ 1,217.70 360 1-Mar-28
4905472 HILLSBORO OR 97124 SFD 8.250 6.500 $ 563.45 360 1-Mar-28
4905495 MESA AZ 85201 MF2 8.000 6.500 $ 845.30 360 1-Sep-28
4905514 EDWARDS CO 81632 SFD 7.875 6.500 $2,407.23 360 1-Aug-28
4905531 MESA AZ 85205 SFD 8.000 6.500 $ 1,045.61 360 1-Apr-28
4905562 ALVIN TX 77511 SFD 8.250 6.500 $ 453.01 360 1-May-28
4905590 RICHARDSON TX 75081 LCO 8.125 6.500 $ 277.33 360 1-Apr-28
4905634 SCOTTSDALE AZ 85258 LCO 8.000 6.500 $ 882.72 360 1-Aug-28
4905648 PORTLAND OR 97220 SFD 7.625 6.500 $ 764.06 360 1-May-28
4905720 HELENA MT 59601 MF2 7.750 6.500 $ 851.10 360 1-Jun-28
4905732 MESA AZ 85203 MF2 8.375 6.500 $ 1,058.40 360 1-Jul-28
4905746 PHOENIX AZ 85022 LCO 7.750 6.500 $ 721.43 360 1-Jun-28
4905756 KANSAS CITY KS 66102 SFD 8.375 6.500 $ 249.68 360 1-Jun-28
4905815 LAGUNA NIGEL CA 92677 THS 7.625 6.500 $2,548.06 360 1-Aug-28
4906100 THORNTON CO 80229 MF2 8.125 6.500 $ 824.17 360 1-Aug-28
4906146 SALEM MA 01970 MF2 8.250 6.500 $ 1,081.83 360 1-May-28
4906158 PARKER CO 80134 SFD 8.375 6.500 $ 1,327.09 360 1-Aug-28
4906204 DALLAS TX 75219 LCO 8.000 6.500 $ 264.16 360 1-Jul-28
4906362 FOUNTAIN HILLS AZ 85268 LCO 7.750 6.500 $ 499.70 360 1-Jul-28
4906413 LAKE HAVASU CITY AZ 86403 MF4 8.750 6.500 $ 383.52 360 1-Jul-28
4906422 NAMPA ID 83651 SFD 8.250 6.500 $ 507.10 360 1-Jul-28
4906483 SAN JOSE CA 95123 SFD 7.875 6.500 $ 1,357.33 360 1-Apr-28
4906518 SAN ANGELO TX 76903 SFD 8.625 6.500 $ 525.01 360 1-Apr-28
4906636 CLACKAMAS OR 97015 SFD 7.750 6.500 $ 816.71 360 1-Aug-28
4906647 EL MONTE CA 91731 SFD 7.875 6.500 $ 1,087.60 360 1-Jul-28
4943466 SUNNYVALE CA 94086 SFD 7.750 6.500 $ 1,705.06 360 1-Sep-28
4943554 DANVILLE CA 94506 SFD 7.625 6.500 $2,052.60 360 1-Oct-28
4944223 FALLBROOK CA 92028 SFD 7.875 6.500 $ 1,943.19 360 1-Oct-28
4944895 MANSFIELD MA 02048 LCO 7.750 6.500 $ 515.82 360 1-Jul-28
4945211 PARK CITY UT 84098 SFD 8.000 6.500 $ 1,188.70 360 1-Aug-28
4945623 BROOMFEILD CO 80020 SFD 7.500 6.500 $ 845.36 360 1-Feb-28
4945626 SANDY UT 84093 LCO 8.375 6.500 $ 464.41 360 1-Feb-28
4945638 LAWRENCE KS 66047 SFD 7.500 6.500 $ 489.46 360 1-Feb-28
4945653 CHARLESTOWN MA 02129 SFD 7.875 6.500 $ 1,631.41 360 1-Mar-28
4945682 ALAMO CA 94507 SFD 7.875 6.500 $5,022.56 360 1-Feb-28
4945689 NEW YORK NY 10011 HCO 7.500 6.500 $ 671.25 360 1-May-28
4945799 LAS VEGAS NV 89123 SFD 7.375 6.500 $ 640.61 360 1-Dec-27
4945823 ARVADA CO 80004 LCO 8.500 6.500 $ 475.96 360 1-Nov-27
4945835 DENVER CO 80206 SFD 8.750 6.500 $1,242.99 360 1-Dec-27
4945851 LAS VEGAS NV 89117 SFD 7.750 6.500 $ 529.79 360 1-Dec-27
4945868 FAIRFIELD CA 94533 SFD 8.000 6.500 $ 821.82 360 1-Oct-27
4945913 LAS VEGAS NV 89117 SFD 7.750 6.500 $ 616.12 360 1-Dec-27
4960266 SAN DIEGO CA 92037 LCO 7.750 6.500 $ 2,349.83 360 1-Aug-28
4960272 SAN FRANCISCO CA 94109 LCO 7.500 6.500 $ 1,957.80 360 1-Sep-28
4960376 SCOTTSDALE AZ 85258 SFD 7.250 6.500 $1,023.26 360 1-Sep-28
4960635 SAN MATEO CA 94401 SFD 7.625 6.500 $ 1,861.50 360 1-Nov-28
4960649 SAN MATEO CA 94402 SFD 7.625 6.500 $ 1,889.81 360 1-Nov-28
4962195 HILLSBOROUGH CA 94010 SFD 7.500 6.500 $2,027.72 360 1-Sep-28
4930174 STAFFORD VA 22554 PUD 7.875 6.500 $ 506.47 360 1-Dec-28
4930182 SOUTH BOSTON MA 02127 MF3 7.750 6.500 $ 1,397.01 360 1-Nov-28
4930193 AUSTIN TX 78759 MF2 8.375 6.500 $ 630.48 360 1-Nov-28
4930211 APEX NC 27502 MF2 7.875 6.500 $ 863.56 360 1-Nov-28
4930235 CINCINNATI OH 45219 MF2 8.250 6.500 $ 358.36 360 1-Nov-28
4930307 PHILADELPHIA PA 19120 MF3 7.875 6.500 $ 385.02 360 1-Nov-28
4930311 PHILADELPHIA PA 19124 SFD 7.750 6.500 $ 206.33 360 1-Nov-28
4930326 PENNSAUKEN NJ 08109 MF4 8.375 6.500 $ 636.19 360 1-Dec-28
4930334 UPPER DARBY PA 19082 MF2 7.500 6.500 $ 519.17 360 1-Nov-28
4930343 RALEIGH NC 27608 SFD 8.125 6.500 $ 1,247.40 360 1-Nov-28
4930345 SAUGUS MA 01906 SFD 7.375 6.500 $ 861.97 360 1-Dec-28
4930352 QUINCY MA 02169 MF4 8.375 6.500 $ 1,929.07 360 1-Nov-28
4930447 SOUTH BOSTON MA 02127 MF3 8.375 6.500 $ 1,368.14 360 1-Dec-28
4930453 WEST CHESTER PA 19382 MF3 8.250 6.500 $ 1,217.06 360 1-Nov-28
4930462 AUSTIN TX 78735 PUD 7.000 6.500 $ 739.16 360 1-Nov-28
4930472 SOUTH BOSTON MA 2127 MF2 8.375 6.500 $ 1,259.82 360 1-Nov-28
4930514 HASBROUCK HEIGHTS NJ 7604 SFD 7.500 6.500 $ 1,218.39 360 1-Nov-28
4930537 BOSTON MA 2118 LCO 8.625 6.500 $ 658.02 360 1-Dec-28
4942051 BETHESDA MD 20816 MF2 7.500 6.500 $ 2,181.55 360 1-Dec-28
4834778 PALM COAST FL 32137 SFD 7.875 6.500 $2,144.20 240 1-May-18
4834796 BOXFORD MA 01921 SFD 7.875 6.500 $ 1,558.90 360 1-Jun-28
4834890 DILLON CO 80435 THS 8.375 6.500 $ 827.34 360 1-Feb-28
4856615 WEATHERBY LAKE MO 64152 SFD 7.750 6.500 $ 845.37 360 1-Jul-28
4856711 CITRUS HEIGHTS CA 95621 SFD 7.875 6.500 $ 695.71 360 1-Jul-28
4856721 RALEIGH NC 27604 PUD 7.500 6.500 $ 703.76 360 1-Jul-28
4856822 KIRKLAND WA 98033 SFD 7.875 6.500 $ 1,087.60 360 1-Jun-28
4856877 HOT SPRINGS AR 71913 LCO 8.000 6.500 $ 484.29 360 1-Jul-28
4856940 SEARCY AR 72143 SFD 7.250 6.500 $ 1,142.65 360 1-Jul-28
4856946 DURANT IA 52747 SFD 8.125 6.500 $ 403.74 360 1-Jul-28
4856954 COMMACK NY 11725 SFD 8.250 6.500 $ 1,015.72 360 1-Aug-28
4857013 ALPHARETTA GA 30004 SFD 7.875 6.500 $ 1,044.10 360 1-Jun-28
4857038 PLYMOUTH MN 55446 SFD 7.625 6.500 $1,224.48 360 1-Jun-28
4857146 YONKERS NY 10705 MF3 8.125 6.500 $1,420.03 360 1-Jul-28
4857155 CORPUS CHRISTI TX 78414 SFD 7.625 6.500 $ 1,026.73 360 1-Jul-28
4857241 FT LAUDERDALE FL 33301 SFD 7.750 6.500 $ 1,891.33 360 1-Aug-28
4857320 HUNTINGTON NY 11743 SFD 7.500 6.500 $ 950.60 240 1-Aug-18
4857336 UPPER MARLBORO MD 20773 SFD 7.750 6.500 $ 1,092.53 360 1-Aug-28
4857410 EL MONTE CA 91732 LCO 7.875 6.500 $ 278.43 360 1-Jul-28
4857472 BRENTWOOD TN 37027 PUD 7.625 6.500 $ 884.75 360 1-Jul-28
4857786 BARDSTOWN KY 40004 SFD 7.750 6.500 $ 1,490.14 360 1-Jul-28
4857803 GLADSTONE MO 64118 SFD 7.750 6.500 $ 902.68 360 1-Jul-28
4857814 JONESBORO AR 72404 SFD 7.875 6.500 $ 2,440.40 360 1-Jul-28
4857823 BIRMINGHAM AL 35242 SFD 8.500 6.500 $ 1,222.57 360 1-Jul-28
4857826 ROCKAWAY PARK NY 11694 MF2 7.375 6.500 $ 1,113.37 360 1-Jul-28
4857829 POUGHKEEPSIE NY 12603 SFD 8.125 6.500 $ 754.38 360 1-Jul-28
4963254 COLORADO SPRINGS CO 80907 SFD 8.500 6.500 $ 730.47 360 1-Feb-27
4879993 ALLENSTOWN NH 03601 MF4 7.875 6.500 $ 835.31 240 1-Sep-18
4880017 PITTSFIELD MA 01201 MF4 8.625 6.500 $ 385.01 360 1-Sep-28
4880023 PANAMA CITY FL 32404 SFD 7.750 6.500 $ 353.91 360 1-Sep-28
4880136 CARY NC 27513 SFD 7.625 6.500 $1,002.24 360 1-Aug-28
4880303 LIVINGSTON NJ 07039 MF2 8.625 6.500 $ 1,555.58 360 1-Aug-28
4880312 SMYRNA GA 30080 SFD 8.000 6.500 $ 383.03 360 1-Sep-28
4880445 ENFIELD CT 06082 MF4 8.625 6.500 $ 728.02 360 1-Aug-28
4880446 NEW BRITAIN CT 06050 SFD 8.625 6.500 $ 280.71 360 1-Aug-28
4880468 RICHMOND VA 23228 SFD 8.250 6.500 $ 442.88 360 1-Aug-28
4880512 PANAMA CITY FL 32404 SFD 7.750 6.500 $ 254.33 360 1-Sep-28
4880534 LAMONT CA 93241 SFD 7.875 6.500 $ 431.42 360 1-Aug-28
4880585 PANAMA CITY FL 32404 SFD 7.750 6.500 $ 254.33 360 1-Sep-28
4880590 PORTSMOUTH VA 23701 SFD 8.125 6.500 $ 374.22 360 1-Sep-28
4880623 WALKERTON VA 23009 MF2 8.125 6.500 $ 500.45 360 1-Aug-28
4880635 ST JOSEPH MO 65401 MF3 8.625 6.500 $ 381.12 360 1-Aug-28
4880686 MILLVILLE NJ 08332 MF2 8.500 6.500 $ 539.78 360 1-Sep-28
4880724 DALLAS TX 75240 LCO 7.500 6.500 $ 464.28 360 1-Aug-28
4880754 TOLEDO OH 43611 SFD 7.750 6.500 $ 402.99 360 1-Aug-28
4880767 INDIANAPOLIS IN 46226 SFD 8.625 6.500 $ 559.24 360 1-Aug-28
4880785 BUFFALO NY 14216 SFD 8.250 6.500 $ 252.43 360 1-Aug-28
4880802 PHEONIX AZ 85014 MF4 8.500 6.500 $ 384.46 360 1-Mar-28
4880818 BRIDGEPORT CT 06606 MF3 8.625 6.500 $ 525.01 360 1-Aug-28
4880861 LANCASTER PA 17603 MF3 7.875 6.500 $ 420.55 360 1-Aug-28
4880874 SYLVANIA OH 43560 LCO 8.125 6.500 $ 467.04 360 1-Sep-28
4880897 PITTSFIELD MA 01201 SFD 8.625 6.500 $ 420.01 360 1-Sep-28
4880898 FAIRFIELD AL 35064 SFD 8.250 6.500 $ 287.36 360 1-Aug-28
4880956 PORTSMOUTH VA 23703 SFD 8.250 6.500 $ 829.40 360 1-Aug-28
4880968 PROVIDENCE RI 02906 SFD 8.500 6.500 $ 884.26 360 1-Aug-28
4881004 LANTANA FL 33462 MF3 8.625 6.500 $ 629.24 360 1-Aug-28
4881036 SIMPSONVILLE SC 29681 SFD 7.750 6.500 $ 1,085.66 360 1-Aug-28
4881037 PHILADELPHIA PA 19136 SFD 8.625 6.500 $ 311.50 360 1-Aug-28
4881073 BURLINGTON VT 05401 SFD 8.250 6.500 $ 1,171.98 360 1-Aug-28
4881129 NORTH HOLLYWOOD CA 91606 SFD 7.250 6.500 $ 990.52 360 1-Sep-28
4881222 COOPER CITY FL 33330 PUD 8.500 6.500 $ 384.46 360 1-Jul-28
4881299 LAKEWOOD OH 44107 MF4 8.000 6.500 $ 736.34 360 1-Sep-28
4881364 PATERSON NJ 07440 MF3 8.625 6.500 $ 770.02 360 1-Aug-28
4881371 MOUNDSVIEW MN 55112 MF4 8.500 6.500 $ 1,064.95 360 1-Aug-28
4881380 WASHINGTON DC 20020 LCO 8.750 6.500 $ 314.37 360 1-Aug-28
4881392 SPRINGFIELD MA 01104 MF2 8.375 6.500 $ 454.53 360 1-Sep-28
4881418 MILTON VT 05468 SFD 8.500 6.500 $ 848.89 360 1-Aug-28
4881426 RICHMOND VA 23228 SFD 7.875 6.500 $ 450.27 360 1-Aug-28
4881443 RICHMOND VA 23228 SFD 7.875 6.500 $ 456.80 360 1-Aug-28
4881525 LEE'S SUMMIT MO 64063 MF2 8.375 6.500 $ 567.02 360 1-Aug-28
4881555 ST LOUIS MO 63116 MF2 8.625 6.500 $ 406.01 360 1-Aug-28
4881936 ALLENSTOWN NH 03601 MF4 7.875 6.500 $ 835.31 240 1-Sep-18
4881940 HOLYOKE MA 01040 SFD 8.625 6.500 $ 105.01 360 1-Aug-28
4881943 BRONX NY 10463 MF2 8.125 6.500 $ 668.25 360 1-Aug-28
4881995 WILTON MANORS FL 33311 MF2 8.125 6.500 $ 860.71 360 1-Aug-28
4887676 WICHITA KS 67207 MF4 8.625 6.500 $ 455.01 360 1-Aug-28
4887694 GROSSE POINTE FARMS MI 48236 SFD 7.625 6.500 $ 1,734.10 360 1-Aug-28
4881067 KISSIMMEE FL 34758 PUD 8.375 6.500 $ 731.57 360 1-Aug-28
4962743 MALIBU CA 90265 MF2 7.125 6.500 $ 4,177.05 360 1-Nov-28
</TABLE>
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- --------- ------------- ------ --------- ---------- -------- ----------- -------------------
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAIN
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- --------- ------------- ------ --------- ---------- -------- ----------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4902337 $ 46,846.14 94.99 11 0.25 0.017 1.233
4902497 $ 91,100.68 75.00 0.25 0.017 1.608
4902509 $ 66,542.99 80.00 0.25 0.017 0.858
4902614 $ 34,225.77 72.63 0.25 0.017 1.483
4902671 $ 25,446.11 95.00 06 0.25 0.017 1.483
4902685 $ 151,575.92 85.00 11 0.25 0.017 1.108
4902692 $ 90,150.18 70.00 0.25 0.017 1.483
4902731 $ 90,133.89 90.00 13 0.25 0.017 1.608
4902792 $ 130,649.45 85.00 0.25 0.017 1.233
4902795 $ 155,386.00 90.00 05 0.25 0.017 1.608
4902871 $ 98,695.19 89.97 0.25 0.017 1.233
4903149 $ 100,985.38 78.15 0.25 0.017 1.358
4903196 $ 144,691.08 89.36 0.25 0.017 1.483
4903251 $ 126,873.14 73.14 0.25 0.017 1.108
4903526 $ 33,481.64 90.00 06 0.25 0.017 1.483
4903532 $ 103,682.41 95.00 11 0.25 0.017 1.108
4903592 $ 139,055.75 63.35 0.25 0.017 1.358
4903652 $ 121,565.01 70.00 0.25 0.017 1.233
4903744 $ 115,733.66 77.67 0.25 0.017 1.483
4903846 $ 58,034.92 90.00 06 0.25 0.017 1.483
4904072 $ 78,233.00 90.00 13 0.25 0.017 1.983
4904081 $ 39,404.05 65.00 0.25 0.017 1.233
4904116 $ 93,356.22 94.00 06 0.25 0.017 0.733
4904135 $ 224,376.46 90.00 11 0.25 0.017 1.358
4904168 $ 146,125.96 95.00 13 0.25 0.017 0.733
4904253 $ 84,078.21 90.00 06 0.25 0.017 1.483
4904559 $ 117,936.70 90.00 13 0.25 0.017 0.983
4904588 $ 367,569.64 94.99 06 0.25 0.017 1.358
4904650 $ 97,351.13 90.00 01 0.25 0.017 0.733
4904657 $ 175,140.16 69.18 0.25 0.017 1.233
4904667 $ 21,899.73 88.00 06 0.25 0.017 1.483
4904709 $ 62,037.33 90.00 13 0.25 0.017 1.233
4904722 $ 410,089.89 80.00 0.25 0.017 0.608
4904747 $ 179,475.31 79.74 0.25 0.017 0.733
4904788 $ 202,555.34 79.07 0.25 0.017 1.733
4904804 $ 267,525.95 75.00 0.25 0.017 0.608
4904912 $ 186,745.99 70.00 0.25 0.017 0.858
4904922 $ 75,971.77 90.00 06 0.25 0.017 1.733
4904927 $ 340,319.66 95.00 11 0.25 0.017 1.108
4904936 $ 34,845.08 90.00 06 0.25 0.017 1.483
4904953 $ 53,461.40 90.00 06 0.25 0.017 1.858
4904954 $ 111,286.56 89.96 13 0.25 0.017 0.983
4904975 $ 44,609.12 89.98 17 0.25 0.017 1.108
4904993 $ 182,727.68 80.00 0.25 0.017 1.233
4904999 $ 109,735.92 81.85 13 0.25 0.017 1.233
4905001 $ 35,647.39 90.00 06 0.25 0.017 1.608
4905024 $ 141,225.57 90.00 13 0.25 0.017 1.733
4905074 $ 62,350.13 74.97 0.25 0.017 1.358
4905231 $ 49,037.74 90.00 06 0.25 0.017 1.483
4905271 $ 132,626.75 90.00 06 0.25 0.017 0.983
4905277 $ 83,242.50 67.12 0.25 0.017 0.108
4905298 $ 58,963.21 75.90 0.25 0.017 1.358
4905304 $ 70,386.06 90.00 06 0.25 0.017 1.483
4905307 $ 35,232.69 95.00 06 0.25 0.017 1.608
4905320 $ 80,362.15 89.95 06 0.25 0.017 1.483
4905322 $ 32,516.54 89.86 06 0.25 0.017 1.483
4905348 $ 41,966.42 89.94 06 0.25 0.017 1.733
4905373 $ 129,874.69 90.00 11 0.25 0.017 1.233
4905391 $ 25,746.97 53.06 0.25 0.017 1.983
4905408 $ 954,918.30 60.00 0.25 0.017 0.733
4905433 $ 32,782.92 78.57 0.25 0.017 1.483
4905435 $ 119,128.72 75.00 0.25 0.017 1.483
4905445 $ 162,663.57 84.97 06 0.25 0.017 1.358
4905472 $ 74,403.91 48.39 0.25 0.017 1.483
4905495 $ 114,728.40 90.00 11 0.25 0.017 1.233
4905514 $ 330,368.79 80.00 0.25 0.017 1.108
4905531 $ 141,412.52 77.03 0.25 0.017 1.233
4905562 $ 59,903.41 90.00 06 0.25 0.017 1.483
4905590 $ 37,071.88 90.00 13 0.25 0.017 1.358
4905634 $ 119,723.53 89.98 13 0.25 0.017 1.233
4905648 $ 106,970.93 85.00 33 0.25 0.017 0.858
4905720 $ 118,025.55 90.00 11 0.25 0.017 0.983
4905732 $ 138,540.44 89.99 11 0.25 0.017 1.608
4905746 $ 100,043.55 89.96 11 0.25 0.017 0.983
4905756 $ 32,661.07 90.00 06 0.25 0.017 1.608
4905815 $ 358,140.94 94.76 0.25 0.017 0.858
4906100 $ 110,481.31 72.55 0.25 0.017 1.358
4906146 $ 143,052.77 90.00 13 0.25 0.017 1.483
4906158 $ 173,720.51 90.00 13 0.25 0.017 1.608
4906204 $ 35,069.57 90.00 06 0.25 0.017 1.233
4906362 $ 69,347.13 90.00 13 0.25 0.017 0.983
4906413 $ 48,519.78 34.82 0.25 0.017 1.983
4906422 $ 67,147.31 90.00 11 0.25 0.017 1.483
4906483 $ 183,410.47 65.00 0.25 0.017 1.108
4906518 $ 66,931.24 90.00 06 0.25 0.017 1.858
4906636 $ 113,273.16 60.64 0.25 0.017 0.983
4906647 $ 149,099.89 68.18 0.25 0.017 1.108
4943466 $ 236,975.73 70.00 0.25 0.017 0.983
4943554 $ 196,602.55 50.09 0.25 0.017 0.858
4944223 $ 267,065.61 65.37 0.25 0.017 1.108
4944895 $ 71,265.61 90.00 0.25 0.017 0.983
4945211 $ 161,121.71 68.07 0.25 0.017 1.233
4945623 $ 119,688.69 70.09 0.25 0.017 0.733
4945626 $ 60,585.01 65.00 0.25 0.017 1.608
4945638 $ 69,298.60 63.64 0.25 0.017 0.733
4945653 $ 223,073.27 60.00 0.25 0.017 1.108
4945682 $ 685,427.31 79.62 0.25 0.017 1.108
4945689 $ 95,267.12 80.00 0.25 0.017 0.733
4945799 $ 91,644.45 79.96 0.25 0.017 0.608
4945823 $ 61,267.02 77.38 0.25 0.017 1.733
4945835 $ 156,564.55 61.96 0.25 0.017 1.983
4945851 $ 72,607.55 65.30 0.25 0.017 0.983
4945868 $ 110,651.93 80.00 0.25 0.017 1.233
4945913 $ 84,612.60 72.58 0.25 0.017 0.983
4960266 $ 326,347.78 52.23 0.25 0.017 0.983
4960272 $ 278,733.55 52.83 0.25 0.017 0.733
4960376 $ 149,287.25 50.17 0.25 0.017 0.483
4960635 $ 262,231.30 66.58 0.25 0.017 0.858
4960649 $ 266,219.61 66.75 0.25 0.017 0.858
4962195 $ 288,688.33 26.36 0.25 0.017 0.733
4930174 $ 69,704.82 81.22 06 0.25 0.017 1.108
4930182 $ 194,444.10 53.72 0.25 0.017 0.983
4930193 $ 82,741.59 70.00 0.25 0.017 1.608
4930211 $ 118,768.89 89.21 12 0.25 0.017 1.108
4930235 $ 47,577.06 85.18 12 0.25 0.017 1.483
4930307 $ 52,952.35 90.00 06 0.25 0.017 1.108
4930311 $ 28,717.89 90.00 12 0.25 0.017 0.983
4930326 $ 83,412.78 88.11 12 0.25 0.017 1.608
4930334 $ 73,723.73 90.00 12 0.25 0.017 0.733
4930343 $ 167,555.92 75.34 0.25 0.017 1.358
4930345 $ 124,513.34 78.99 0.25 0.017 0.608
4930352 $ 253,162.33 89.68 12 0.25 0.017 1.608
4930447 $ 179,661.98 82.57 12 0.25 0.017 1.608
4930453 $ 161,582.47 85.26 06 0.25 0.017 1.483
4930462 $ 110,428.98 73.09 0.25 0.017 0.233
4930472 $ 165,333.57 74.33 0.25 0.017 1.608
4930514 $ 173,727.81 85.00 17 0.25 0.017 0.733
4930537 $ 84,449.04 82.94 12 0.25 0.017 1.858
4942051 $ 311,301.00 80.00 0.25 0.017 0.733
4834778 $ 254,154.38 75.00 0.25 0.017 1.108
4834796 $ 213,329.92 50.59 0.25 0.017 1.108
4834890 $ 107,932.66 70.00 0.25 0.017 1.608
4856615 $ 117,296.02 78.67 0.25 0.017 0.983
4856711 $ 95,409.40 80.03 0.25 0.017 1.108
4856721 $ 100,039.19 85.30 0.25 0.017 0.733
4856822 $ 149,046.22 71.43 0.25 0.017 1.108
4856877 $ 65,637.30 60.00 0.25 0.017 1.233
4856940 $ 166,432.26 59.40 0.25 0.017 0.483
4856946 $ 54,083.54 75.00 0.25 0.017 1.358
4856954 $ 134,583.87 80.00 0.25 0.017 1.483
4857013 $ 143,084.34 90.00 13 0.25 0.017 1.108
4857038 $ 171,844.04 78.64 0.25 0.017 0.858
4857146 $ 190,225.08 86.15 0.25 0.017 1.358
4857155 $ 144,201.05 78.84 0.25 0.017 0.858
4857241 $ 262,670.15 80.00 0.25 0.017 0.983
4857320 $ 116,480.04 53.64 0.25 0.017 0.733
4857336 $ 151,731.81 78.21 0.25 0.017 0.983
4857410 $ 38,183.64 80.00 0.25 0.017 1.108
4857472 $ 124,155.99 73.92 0.25 0.017 0.858
4857786 $ 206,798.65 80.00 0.25 0.017 0.983
4857803 $ 125,272.28 69.61 0.25 0.017 0.983
4857814 $ 334,678.84 55.86 0.25 0.017 1.108
4857823 $ 158,005.78 75.00 0.25 0.017 1.733
4857826 $ 160,161.54 94.82 11 0.25 0.017 0.608
4857829 $ 101,055.53 80.00 0.25 0.017 1.358
4963254 $ 89,682.91 59.38 0.25 0.017 1.733
4879993 $ 99,739.88 70.00 0.25 0.017 1.108
4880017 $ 49,321.45 90.00 11 0.25 0.017 1.858
4880023 $ 49,187.38 62.14 0.25 0.017 0.983
4880136 $ 140,868.74 80.00 0.25 0.017 0.858
4880303 $ 199,155.42 80.00 0.25 0.017 1.858
4880312 $ 51,986.29 90.00 11 0.25 0.017 1.233
4880445 $ 93,204.65 90.00 11 0.25 0.017 1.858
4880446 $ 35,937.55 60.15 0.25 0.017 1.858
4880468 $ 58,426.12 90.00 11 0.25 0.017 1.483
4880512 $ 35,347.20 73.96 0.25 0.017 0.983
4880534 $ 59,185.34 85.00 11 0.25 0.017 1.108
4880585 $ 35,347.20 73.96 0.25 0.017 0.983
4880590 $ 50,198.81 76.48 0.25 0.017 1.358
4880623 $ 67,084.98 89.99 13 0.25 0.017 1.358
4880635 $ 48,793.06 70.00 0.25 0.017 1.858
4880686 $ 69,940.26 90.00 33 0.25 0.017 1.733
4880724 $ 65,619.52 94.99 11 0.25 0.017 0.733
4880754 $ 55,966.60 88.58 06 0.25 0.017 0.983
4880767 $ 71,596.31 89.99 06 0.25 0.017 1.858
4880785 $ 33,446.84 80.00 0.25 0.017 1.483
4880802 $ 49,621.99 71.43 0.25 0.017 1.733
4880818 $ 67,214.94 90.00 11 0.25 0.017 1.858
4880861 $ 57,714.97 79.45 0.25 0.017 1.108
4880874 $ 62,648.86 67.63 0.25 0.017 1.358
4880897 $ 53,805.23 90.00 11 0.25 0.017 1.858
4880898 $ 38,071.81 86.93 06 0.25 0.017 1.483
4880956 $ 109,896.93 80.00 0.25 0.017 1.483
4880968 $ 114,501.77 65.71 0.25 0.017 1.733
4881004 $ 80,558.31 89.89 13 0.25 0.017 1.858
4881036 $ 150,776.59 80.00 0.25 0.017 0.983
4881037 $ 39,875.80 90.00 0.25 0.017 1.858
4881073 $ 155,289.12 75.73 0.25 0.017 1.483
4881129 $ 144,510.04 80.00 0.25 0.017 0.483
4881222 $ 49,751.57 54.35 0.25 0.017 1.733
4881299 $ 99,912.70 90.00 06 0.25 0.017 1.233
4881364 $ 98,581.86 90.00 11 0.25 0.017 1.858
4881371 $ 137,892.40 86.56 11 0.25 0.017 1.733
4881380 $ 39,795.48 80.00 0.25 0.017 1.983
4881392 $ 59,573.01 69.53 0.25 0.017 1.608
4881418 $ 108,997.67 80.00 0.25 0.017 1.733
4881426 $ 61,794.87 90.00 06 0.25 0.017 1.108
4881443 $ 62,690.43 90.00 06 0.25 0.017 1.108
4881525 $ 74,268.51 89.99 11 0.25 0.017 1.608
4881555 $ 51,979.53 90.00 11 0.25 0.017 1.858
4881936 $ 99,739.88 70.00 0.25 0.017 1.108
4881940 $ 13,442.93 90.00 11 0.25 0.017 1.858
4881943 $ 89,579.39 90.00 11 0.25 0.017 1.358
4881995 $ 115,378.23 88.49 11 0.25 0.017 1.358
4887676 $ 58,252.93 90.00 11 0.25 0.017 1.858
4887694 $ 243,215.41 65.33 0.25 0.017 0.858
4881067 $ 95,822.36 77.62 0.25 0.017 1.608
4962743 $ 617,999.04 60.49 0.25 0.017 0.358
$ 22,641,105.32
</TABLE>
COUNT: 208
WAC: 7.911200291
WAM: 349.4406231
WALTV: 76.55241828
<PAGE>
(i) (xvii) (xviii)
- ----- ----------------------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ------------------------ ---------------------------
4902337 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902497 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902509 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902614 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902671 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902685 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902692 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902731 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902792 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902795 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902871 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903149 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903196 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903251 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903526 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903532 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903592 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903652 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903744 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903846 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904072 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904081 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904116 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904135 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904168 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904253 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904559 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904588 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904650 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904657 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904667 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904709 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904722 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904747 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904788 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904804 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904912 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904922 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904927 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904936 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904953 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904954 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904975 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904993 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904999 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905001 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905024 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905074 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905231 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905271 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905277 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905298 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905304 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905307 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905320 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905322 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905348 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905373 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905391 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905408 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905433 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905435 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905445 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905472 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905495 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905514 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905531 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905562 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905590 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905634 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905648 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905720 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905732 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905746 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905756 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905815 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906100 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906146 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906158 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906204 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906362 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906413 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906422 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906518 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906636 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906647 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4943466 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4943554 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944223 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944895 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945211 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945623 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945626 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945638 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945653 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945682 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945689 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945799 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945823 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945835 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945851 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945868 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945913 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960266 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960272 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960376 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960635 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960649 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962195 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4930174 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930182 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930193 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930211 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930235 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930307 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930311 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930326 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930334 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930343 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930345 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930352 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930447 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930453 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930462 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930472 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930514 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930537 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4942051 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4834778 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4834796 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4834890 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856615 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856711 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856721 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856822 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856877 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856940 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856946 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856954 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857013 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857038 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857146 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857155 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857241 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857320 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857336 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857410 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857472 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857786 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857803 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857814 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857823 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857826 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857829 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4963254 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4879993 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880017 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880023 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880136 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880303 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880312 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880445 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880446 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880468 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880512 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880534 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880585 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880590 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880623 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880635 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880686 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880724 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880754 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880767 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880785 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880802 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880818 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880861 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880874 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880897 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880898 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880956 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880968 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881004 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881036 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881037 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881073 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881129 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881222 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881299 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881364 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881371 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881380 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881392 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881418 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881426 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881443 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881525 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881555 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881936 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881940 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881943 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881995 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887676 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887694 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881067 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4962743 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
COUNT: 208
WAC: 7.911200291
WAM: 349.4406231
WALTV: 76.55241828
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
LOAN INFORMATION
Name of Mortgagor: --------------------------------------
Servicer
Loan No.: --------------------------------------
CUSTODIAN/TRUSTEE
Name: --------------------------------------
Address: --------------------------------------
--------------------------------------
Custodian/Trustee
Mortgage File No.: --------------------------------------
SELLER
Name: --------------------------------------
Address: --------------------------------------
--------------------------------------
Certificates: Mortgage Asset-Backed Pass-Through
Certificates, Series 1999-1
The undersigned Master Servicer hereby acknowledges that it has received from
First Union National Bank, as Trustee for the Holders of Mortgage Asset-Backed
Pass-Through Certificates, Series 1999-1, the documents referred to below (the
"Documents"). All capitalized terms not otherwise defined in this Request for
Release shall have the meanings given them in the Pooling and Servicing
Agreement dated as of March 29, 1999 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.
( ) 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
Trustee 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 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:
Name:
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 Integrated Structured Assets, Inc.
Mortgage Asset-Backed Pass-Through Certificates, Series 1999-1, Class I-A-R
Certificate (the "Class I-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 I-A-R Certificate as they
become due.
5. That the Purchaser understands that it may incur tax liabilities with respect
to the Class I-A-R Certificate in excess of cash flows generated by the Class
I-A-R Certificate.
6. That the Purchaser will not transfer the Class I-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 I-A-R Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Trustee 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 Trustee an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class I-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 I-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 states 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 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 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 I-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.
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 I-A-R Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: NORWEST INTEGRATED STRUCTURED ASSETS, INC.,
SERIES 1999-1, CLASS I-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 INTEGRATED STRUCTURED ASSETS, INC.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 1999-1
CLASS [I-A-PO][II-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 Integrated Structured Assets, Inc.
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest
Integrated Structured Assets, Inc. Mortgage Asset-Backed Pass-Through
Certificates, Series 1999-1, Class [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates
(the "Class [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates") in the principal
amount of $___________.
In doing so, the Purchaser hereby acknowledges and agrees as follows:
Section 1.________DEFINITIONS. Each capitalized term used
herein and not otherwise defined herein shall have the meaning ascribed to it in
the Pooling and Servicing Agreement, dated as of March 29, 1999 (the "Pooling
and Servicing Agreement") among Norwest Integrated Structured Assets, Inc., as
seller (the "Seller"), Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), of Norwest Integrated Structured Assets, Inc. Mortgage Asset-Backed
Pass-Through Certificates, Series 1999-1.
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 Trustee 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 [I-A-PO][II-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
[I-A-PO][II-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 [I-A-PO][II-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 [I-A-PO][II-A-PO][B-4][B-5][B-6]
Certificates and can afford a complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the meaning of
Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and
reviewed a copy of the Private Placement Memorandum dated __________ __, 19__,
relating to the Class [I-A-PO][II-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
[I-A-PO][II-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 [I-A-PO][II-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 [I-A-PO][II-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 [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates other than in connection
with a subsequent sale of Class [I-A-PO][II-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 Trustee 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 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 [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates is in
compliance therewith.
Section 3.________TRANSFER OF CLASS [I-A-PO][II-A-PO]
[B-4][B-5][B-6] CERTIFICATES.
(a) The Purchaser understands that the Class
[I-A-PO][II-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 [I-A-PO][II-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 Trustee is under any obligation
to register the Class [I-A-PO][II-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
Trustee shall require, in order to assure compliance with such laws, that the
Certificateholder's prospective transferee certify to the Trustee 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 Trustee 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 Trustee, the
Master Servicer or the Seller. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Master
Servicer, any Paying Agent acting on behalf of the Trustee 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 [I-A-PO][II-A-PO][B-4][B-5][B-6]
Certificate shall be made unless the transferee provides the Seller and the
Trustee with a Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class
[I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates bear a legend setting forth the
applicable restrictions on transfer.
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 INTEGRATED STRUCTURED ASSETS, INC.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 1999-1
CLASS [B-1] [B-2] [B-3] CERTIFICATES
TRANSFEREE'S LETTER
---------------- --, ----
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Integrated Structured Assets, Inc.
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest
Integrated Structured Assets, Inc. Mortgage Asset-Backed Pass-Through
Certificates, Series 1999-1, Class [B-1] [B-2] [B-3] Certificates (the "Class
[B-1] [B-2] [B-3] Certificates") in the principal amount of $___________. In
doing so, the Purchaser hereby acknowledges and agrees as follows:
Section 1.________DEFINITIONS. Each capitalized term used
herein and not otherwise defined herein shall have the meaning ascribed to it in
the Pooling and Servicing Agreement, dated as of March 29, 1999 (the "Pooling
and Servicing Agreement") among Norwest Integrated Structured Assets, Inc., as
seller (the "Seller"), Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee") of Norwest Integrated Structured Assets, Inc. Mortgage Asset-Backed
Pass-Through Certificates, Series 1999-1.
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 Trustee 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]
Certificate 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 Trustee 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 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
North American Mortgage Company Servicing Agreement
HomeSide Lending Servicing Agreement
NOVUS Financial Corporation Servicing Agreement
Bank United Servicing Agreement
National City Mortgage Company Servicing Agreement
Columbia Equities, Ltd. Servicing Agreement
FT Mortgage Companies Servicing Agreement
Merrill Lynch Credit Corporation 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 Integrated Structured Assets, Inc. Mortgage Asset-Backed Pass-Through
Certificates, Series 1999-1, Class ____ (the "Class B Certificates"). The Class
B Certificates were issued pursuant to a Pooling and Servicing Agreement dated
as of March 29, 1999 among Norwest Integrated Structured Assets, Inc., as seller
(the "Seller"), Norwest Bank Minnesota, National Association, as Master Servicer
and First Union National Bank, 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 & Poor's
("S&P") or at least F-1 by Fitch IBCA, Inc. ("Fitch") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least AA by Fitch or
S&P, (y) the certificate of deposit or other unsecured short-term debt
obligations of such depository institution or trust company have a rating of at
least A-1 by S&P or F-1 by Fitch or (z) the depository institution or trust
company is one that is acceptable to either S&P or Fitch 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 Integrated Structured Assets, Inc. Mortgage
Asset-Backed Pass-Through Certificates, Series 1999-1. Amounts held in the
Collateral Fund shall continue to be the property of the Purchaser, subject to
the first priority security interest granted hereunder for the benefit of the
Certificateholders, until withdrawn from the Collateral Fund pursuant to Section
2.02 or 2.03 hereof. The Collateral Fund shall be an "outside reserve fund"
within the meaning of the REMIC Provisions, beneficially owned by the Purchaser
for federal income tax purposes. All income, gain, deduction or loss with
respect to the Collateral Fund shall be that of the Purchaser. All distributions
from the Trust Fund to the Collateral Fund shall be treated as distributed to
the Purchaser as the beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of
all Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 COLLATERAL FUND PERMITTED INVESTMENTS
The Company shall, at the written direction of the Purchaser,
invest the funds in the Collateral Fund in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently than quarterly.
In the absence of any direction, the Company shall select such investments in
accordance with the definition of Collateral Fund Permitted Investments in its
discretion.
All income and gain realized from any investment as well as
any interest earned on deposits in the Collateral Fund (net of any losses on
such investments) and any payments of principal made in respect of any
Collateral Fund Permitted Investment shall be deposited in the Collateral Fund
upon receipt. All costs and realized losses associated with the purchase and
sale of Collateral Fund Permitted Investments shall be borne by the Purchaser
and the amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 GRANT OF SECURITY INTEREST
The Purchaser hereby grants to the Company for the benefit of
the Certificateholders under the Pooling and Servicing Agreement a security
interest in and lien on all of the Purchaser's right, title and interest,
whether now owned or hereafter acquired, in and to: (1) the Collateral Fund, (2)
all amounts deposited in the Collateral Fund and Collateral Fund Permitted
Investments in which such amounts are invested (and the distributions and
proceeds of such investments) and (3) all cash and non-cash proceeds of any of
the foregoing, including proceeds of the voluntary conversion thereof (all of
the foregoing collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security
interest in the Collateral for the benefit of the Certificateholders. The
Purchaser shall take all actions requested by the Company as may be reasonably
necessary to perfect the security interest created under this Agreement in the
Collateral and cause it to be prior to all other security interests and liens,
including the execution and delivery to the Company for filing of appropriate
financing statements in accordance with applicable law. The Company shall file
appropriate continuation statements, or appoint an agent on its behalf to file
such statements, in accordance with applicable law.
Section 3.04 COLLATERAL SHORTFALLS
In the event that amounts on deposit in the Collateral Fund at
any time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 AMENDMENT
This Agreement may be amended from time to time by the Company
and the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 COUNTERPARTS
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 GOVERNING LAW
This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 NOTICES
All demands, notices and direction hereunder shall be in
writing or by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
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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.
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:
