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)
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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
By: /S/ ALAN S. MCKENNEY
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Alan S. McKenney
Vice President
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INDEX TO EXHIBITS
-----------------
PAPER (P) OR
EXHIBIT NO. DESCRIPTION ELECTRONIC (E)
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(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
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions..................................................
Section 1.02 Acts of Holders..............................................
Section 1.03 Effect of Headings and Table of Contents.....................
Section 1.04 Benefits of Agreement........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.................................
Section 2.02 Acceptance by 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
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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:
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In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer and the Trustee agree as follows:
ARTICLE I.
DEFINITIONS
A. 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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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)
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
(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
<PAGE>
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.
<PAGE>
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
<PAGE>
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;
<PAGE>
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;
<PAGE>
(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:
<PAGE>
(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).
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(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.
<PAGE>
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
<PAGE>
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
<PAGE>
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).
<PAGE>
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
<PAGE>
(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.
<PAGE>
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.
<PAGE>
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;
<PAGE>
(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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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)
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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;
<PAGE>
(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.
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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).
<PAGE>
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.
<PAGE>
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
<PAGE>
rating categories of a Rating Agency shall mean AAA and in the case of any other
Rating Agency shall mean its equivalent of such rating without any plus or
minus.
REALIZED LOSSES: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
RECORD DATE: The last Business Day of the month preceding the month of the
related Distribution Date.
RECOVERY: Any amount received on a Mortgage Loan subsequent to such Mortgage
Loan being determined to be a Liquidated Loan.
RELEVANT ANNIVERSARY: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code Section
860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC PROVISIONS: Provisions of the federal income tax law relating to REMICs,
which appear at Sections 860A through 860G of Part IV of Subchapter M of Chapter
1 of Subtitle A of the Code, and related provisions, and U.S. Department of the
Treasury temporary, proposed or final regulations promulgated thereunder, as the
foregoing are in effect (or with respect to proposed regulations, are proposed
to be in effect) from time to time.
REMITTANCE DATE: As defined in each of the Servicing Agreements.
REO MORTGAGE LOAN: Any Mortgage Loan which is not a Liquidated Loan and as to
which the indebtedness evidenced by the related Mortgage Note is discharged and
the related Mortgaged Property is held as part of the Trust Estate.
REO PROCEEDS: Proceeds received in respect of any REO Mortgage Loan (including,
without limitation, proceeds from the rental of the related Mortgaged Property).
REQUEST FOR RELEASE: A request for release in substantially the form attached as
Exhibit G hereto.
RESPONSIBLE OFFICER: When used with respect to the Trustee, 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.
<PAGE>
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).
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
B. Acts of Holders.
1. 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.
2. 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.
3. 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,
<PAGE>
the Seller nor the Master Servicer shall be affected by any
notice to the contrary.
4. 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.
C. 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.
D. 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
A. 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
<PAGE>
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.
B. 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
<PAGE>
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.
C. Representations and Warranties of the Master Servicer and the Seller.
1. 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:
a. The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of
the United States;
b. 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;
c. 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;
d. 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.
2. 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:
a. 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;
b. 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;
c. 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
<PAGE>
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;
d. 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;
e. 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;
f. 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;
g. The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; PROVIDED,
<PAGE>
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;
h. 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;
i. 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;
j. 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;
k. 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;
l. 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;
<PAGE>
m. 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;
n. 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;
o. 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
<PAGE>
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;
p. 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;
q. 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;
r. 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
<PAGE>
rescission, set-off, counterclaim or defense has been asserted
with respect thereto;
s. 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);
t. 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;
u. To the best of the Seller's knowledge, no Mortgagor is a debtor
in any state or federal bankruptcy or insolvency proceeding;
v. 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;
w. The Mortgage Loan is a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code;
x. 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;
y. 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
z. 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
<PAGE>
(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.
3. 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
<PAGE>
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.
D. 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.
E. 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
A. Certificate Account.
1. 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.
2. 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:
a. 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
b. 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.
3. 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
<PAGE>
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.
4. 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.
B. Permitted Withdrawals from the Certificate Account.
1. 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):
a. 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;
b. 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
<PAGE>
be reimbursable only from amounts constituting Fixed
Retained Yield and not from the assets of the Trust Estate;
c. 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;
d. 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;
e. 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;
f. 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;
g. to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
h. to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate
Account;
i. 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;
<PAGE>
j. to withdraw from the Certificate Account any amount
deposited in the Certificate Account that was not required
to be deposited therein;
k. to clear and terminate the Certificate Account pursuant to
Section 9.01; and
l. 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.
2. 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.
C. Advances by Master Servicer and Trustee.
1. 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
<PAGE>
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.
2. 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.
3. 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).
4. 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.
D. 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
<PAGE>
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.
E. Reports to the Trustee; Annual Compliance Statements.
1. 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
<PAGE>
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.
2. 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.
F. 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
<PAGE>
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.
G. Amendments to Servicing Agreements, Modification of Standard
Provisions.
1. 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.
2. 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.
<PAGE>
(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).
H. 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
<PAGE>
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
<PAGE>
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.
I. 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
<PAGE>
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.
J. 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.
K. 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
A. Distributions.
1. 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:
a. 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;
<PAGE>
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
b. 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;
<PAGE>
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.
<PAGE>
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.
c. 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
<PAGE>
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)
<PAGE>
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
<PAGE>
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
<PAGE>
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).
B. Allocation of Realized Losses.
1. 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;
<PAGE>
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.
2. 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.
3. 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.
4. 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.
<PAGE>
5. 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.
6. 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.
C. Paying Agent.
1. 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:
a. 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;
b. give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
c. 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.
2. The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account,
in which the
<PAGE>
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.
D. 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:
a. 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;
b. (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
<PAGE>
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;
c. 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; d. (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;
e. 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;
f. 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
<PAGE>
Mortgage Loans for such Distribution Date and (ii) the aggregate
Scheduled Principal Balance of the Group II Discount Mortgage
Loans for such Distribution Date;
g. 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;
h. 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);
i. 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);
j. 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);
k. 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);
l. 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;
<PAGE>
m. 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; n. 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;
o. 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;
p. 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;
q. 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;
r. 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;
s. 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;
t. 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;
u. the Class I-A-PO Deferred Amount and Class II-A-PO Deferred
Amount, if any; and
v. such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare
their tax returns;
<PAGE>
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.
E. 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
<PAGE>
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).
F. 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
A. The Certificates.
1. 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
<PAGE>
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."
2. 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:
a. the provisions of this Section 5.01(b) shall be in full
force and effect;
b. 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;
c. 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;
d. 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
e. 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
<PAGE>
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.
B. Registration of Certificates.
1. 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.
<PAGE>
2. 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.
3. 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
<PAGE>
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.
4. 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
<PAGE>
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
<PAGE>
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.
C. 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.
D. 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.
E. Access to List of Certificateholders' Names and Addresses.
1. 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.
2. If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such
application states that the
<PAGE>
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.
3. 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.
F. 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.
G. 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
<PAGE>
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions. H. 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
A. 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.
B. 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.
C. 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
<PAGE>
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).
D. 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.
E. 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.
F. 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
<PAGE>
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.
G. 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.
H. 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
A. 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:
a. 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
b. 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
c. 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
d. 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
<PAGE>
relating to the Master Servicer, or of or relating to all or
substantially all of its property; or
e. 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;
f. 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
g. 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.
B. Other Remedies of Trustee.
<PAGE>
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.
C. 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.
D. 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.
E. Trustee to Act; Appointment of Successor.
<PAGE>
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
<PAGE>
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.
F. 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
A. 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:
a. 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;
b. 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
<PAGE>
Trustee, or exercising any trust or power conferred upon the
Trustee under this Agreement; and
c. 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.
B. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
a. 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;
b. 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;
c. 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;
d. 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
<PAGE>
e. 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.
C. 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.
D. 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.
E. 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.
F. 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
<PAGE>
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.
G. 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.
H. 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.
<PAGE>
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.
I. 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.
J. 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
<PAGE>
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.
K. 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.
L. 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
<PAGE>
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:
a. 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;
b. 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;
c. 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
d. 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
<PAGE>
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.
M. 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).
N. Tax Matters; Compliance with REMIC Provisions.
1. 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
<PAGE>
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.
2. 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.
<PAGE>
O. 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.
P. 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
A. 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
<PAGE>
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
<PAGE>
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds on deposit in such escrow account.
B. 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:
a. 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
b. 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
A. Amendment.
1. 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,
<PAGE>
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.
2. 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 Loans and 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.
B. 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.
C. 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
<PAGE>
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.
D. 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.
E. 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. F. 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.
G. Special Notices to Rating Agencies.
1. The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has
notice:
a. any amendment to this Agreement pursuant to Section
10.01(a);
b. any sale or transfer of the Class B Certificates pursuant
to Section 5.02 to an affiliate of the Seller; c. any
assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06; d. 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;
e. the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
f. the making of a final payment pursuant to Section 9.01.
2. The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
a. the appointment of a Custodian pursuant to Section 2.02;
b. the resignation or removal of the Trustee pursuant to
Section 8.08;
c. the appointment of a successor trustee pursuant to Section
8.09; or
d. the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the
Master Servicer.
3. The Master Servicer shall deliver to each Rating Agency:
a. reports prepared pursuant to Section 3.05; and
b. statements prepared pursuant to Section 4.04.
H. 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.
I. Recharacterization.
<PAGE>
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
A. Cut-Off Date.
The Cut-Off Date for the Certificates is March 1, 1999.
B. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $222,297,575.89.
C. Original Group I-A Percentage.
The Original Group I-A Percentage is 92.99766855%.
D. Original Group II-A Percentage.
The Original Group II-A Percentage is 92.99346858%.
E. 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
F. Original Aggregate Non-PO Principal Balance.
The Original Aggregate Non-PO Principal Balance is $222,192,378.16.
G. Original Aggregate Subordinate Percentage.
The Original Aggregate Subordinate Percentage is 7.00331456%.
H. Original Class B Principal Balance.
The Original Class B Principal Balance is $15,560,831.16.
<PAGE>
I. Original Group I Subordinated Principal Balance.
The Original Group I Subordinated Principal Balance is $11,916,753.46.
J. Original Group II Subordinated Principal Balance.
The Original Group II Subordinated Principal Balance is $3,644,077.70.
K. 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
L. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 4.50277873%.
M. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 2.10170627%.
N. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 1.10077185%.
O. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.65071141%.
P. Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 0.40092786%.
Q. Closing Date.
The Closing Date is March 29, 1999.
R. Right to Purchase.
<PAGE>
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.
S. 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.
T. 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.
U. Servicing Fee Rate.
The rate used to calculate the Servicing Fee shall be equal to 0.250% per annum.
V. 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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.
<PAGE>
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
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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.
<PAGE>
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
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holder of the Class 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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.
<PAGE>
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
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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."
<PAGE>
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
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-1 Certificates with respect to a Trust Estate
consisting of 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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."
<PAGE>
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
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-2 Certificates with respect to a Trust Estate
consisting of 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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."
<PAGE>
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
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-3 Certificates with respect to a Trust Estate
consisting of 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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."
<PAGE>
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
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-4 Certificates with respect to a Trust Estate
consisting of 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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."
<PAGE>
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
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-5 Certificates with respect to a Trust Estate
consisting of 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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."
<PAGE>
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
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-6 Certificates with respect to a Trust Estate
consisting of 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
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.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
the beneficial interest evidenced by the within Mortgage 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
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_____________________________ for the account of __________________________
_____________________ account number _____________, or, if mailed by check, to
_______________________________________________________. Applicable statements
should be mailed to _______________________________________________________.
This information is provided by ______________________, the assignee named
above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
"Agreement"), dated as of _____________, by and among FIRST UNION NATIONAL BANK,
not individually, but solely as 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
A. 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.
B. 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.
C. 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.
D. 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.
E. 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.
F. 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
A. 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.
B. 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.
C. 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.
D. 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.
E. 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.
F. 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.
G. 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
A. 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.
B. 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.
C. 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.
D. 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.
E. SEVERABILITY OF PROVISIONS. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of
the Certificates or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By:
Charlotte, North Carolina, 28288 Name:_____________________
Title:____________________
Address: NORWEST 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:_____________________
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest 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 )
) ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
-------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for the
State of ____________, personally appeared __________ _________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
-------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and for the
State of __________, personally appeared __________ __________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association
-----------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1A
[Schedule of Group I Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
<PAGE>
<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>
6993462 SNOWMASS VILLAGE CO 81615 PUD 8.250 6.500 $2,146.44 180 1-Nov-11 $202,014.06
$202,014.06
</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
- -------- ----- ------- --------- ------- -------- ------- --------
6993462 75.00 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]
<PAGE>
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi)
- -------- ----------- ----- ----- -------- -------- -------- ------- -------- --------- ---------- ----- -------
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 SUBSIDY
- -------- ----------- ----- ----- -------- -------- -------- ------- -------- --------- ---------- ----- -------
<S> <C> <C> <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 75.36
$65,854.46
<CAPTION>
(i) (xii) (xiii) (xiv) (xv) (xvi)
- -------- --------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CODE FEE LOAN FEE YIELD
- -------- --------- ------- -------- ------- --------
6871520 0.250 0.017 0.608
</TABLE>
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]
<PAGE>
<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>
<PAGE>
<TABLE>
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- -------- ----- ------- --------- ------- -------- ------- --------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ----- ------- --------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
4695754 62.03 0.250 0.017 0.858
4748259 85.87 17 0.250 0.017 0.108
4755317 53.33 0.250 0.017 0.108
4776507 70.00 0.250 0.017 0.858
4786129 80.00 0.250 0.017 0.108
4794165 38.21 0.250 0.017 0.633
4796750 85.87 06 0.250 0.017 1.358
4802108 80.00 0.250 0.017 0.608
4803080 78.04 0.250 0.017 0.608
4814084 80.00 0.250 0.017 0.358
4815280 74.99 0.250 0.017 0.733
4816453 73.33 0.250 0.017 0.483
4824396 80.00 0.250 0.017 0.483
4825029 40.40 0.250 0.017 1.608
4825991 50.00 0.250 0.017 0.858
4829240 65.00 0.250 0.017 0.483
4831331 70.83 0.250 0.017 1.733
4832006 40.54 0.250 0.017 1.108
4835058 80.00 0.250 0.017 0.608
4835977 75.00 0.250 0.017 1.108
4836081 80.00 0.250 0.017 0.608
4838461 43.08 0.250 0.017 0.608
4840388 70.00 0.250 0.017 0.733
4842466 75.00 0.250 0.017 0.483
4842476 70.00 0.250 0.017 0.733
4842478 73.68 0.250 0.017 0.608
4844634 70.00 0.250 0.017 0.858
4845446 78.63 0.250 0.017 0.233
4846965 70.00 0.250 0.017 0.983
4847486 74.57 0.250 0.017 0.733
4848870 73.41 0.250 0.017 0.608
4849031 70.00 0.250 0.017 0.858
4850237 70.42 0.250 0.017 0.983
4851090 80.00 0.250 0.017 0.358
4857649 89.98 01 0.250 0.017 0.733
4858024 64.00 0.250 0.017 0.983
4859541 62.96 0.250 0.017 0.608
4859554 75.00 0.250 0.017 0.483
4863332 79.99 0.250 0.017 0.358
4863761 80.00 0.250 0.017 0.608
4864405 85.00 06 0.250 0.017 0.358
4864446 56.64 0.250 0.017 0.608
4864891 85.00 06 0.250 0.017 0.733
4867131 80.00 0.250 0.017 0.733
4868156 80.00 0.250 0.017 0.000
4869618 78.51 0.250 0.017 0.108
4871010 89.84 33 0.250 0.017 1.608
4871239 62.26 0.250 0.017 0.733
4871383 80.00 0.250 0.017 0.483
4873320 78.20 0.250 0.017 0.000
4874671 70.00 0.250 0.017 0.483
4874866 70.00 0.250 0.017 0.000
4875960 80.00 0.250 0.017 0.233
4876467 80.00 0.250 0.017 0.983
4881707 70.00 0.250 0.017 0.233
4881712 76.15 0.250 0.017 0.983
4882035 70.00 0.250 0.017 1.233
4884438 40.63 0.250 0.017 0.000
4885665 80.00 0.250 0.017 0.108
4887258 69.68 0.250 0.017 0.358
4890336 70.00 0.250 0.017 0.358
4891371 41.67 0.250 0.017 0.483
4891380 80.00 0.250 0.017 0.483
4894702 76.47 0.250 0.017 0.108
4896936 80.00 0.250 0.017 0.233
4897796 68.26 0.250 0.017 1.108
4901174 90.00 17 0.250 0.017 1.108
4906697 79.19 0.250 0.017 0.108
4907279 65.35 0.250 0.017 0.358
4908606 70.00 0.250 0.017 0.858
4908614 70.00 0.250 0.017 0.858
4909835 80.00 0.250 0.017 0.608
4909938 79.49 0.250 0.017 0.858
4910829 70.00 0.250 0.017 0.733
4911357 80.00 0.250 0.017 0.983
4913874 75.90 0.250 0.017 1.233
4913903 75.00 0.250 0.017 0.733
4914335 70.00 0.250 0.017 0.983
4915444 75.00 0.250 0.017 1.358
4915456 80.00 0.250 0.017 0.733
4917483 64.14 0.250 0.017 0.608
4917537 66.04 0.250 0.017 1.483
4917564 80.00 0.250 0.017 1.108
4917568 80.00 0.250 0.017 1.108
4917745 40.74 0.250 0.017 1.108
4918740 67.41 0.250 0.017 0.858
4919591 90.00 01 0.250 0.017 1.858
4919805 54.46 0.250 0.017 1.233
4920060 80.00 0.250 0.017 0.608
4922349 65.00 0.250 0.017 1.358
4923278 68.21 0.250 0.017 0.858
4924091 73.78 0.250 0.017 0.858
4924527 66.34 0.250 0.017 0.733
4925184 80.00 0.250 0.017 0.233
4928799 70.00 0.250 0.017 0.983
4928813 60.00 0.250 0.017 0.983
4932571 75.00 0.250 0.017 0.733
4932600 85.00 33 0.250 0.017 0.858
4934194 79.85 0.250 0.017 0.108
4937848 70.00 0.250 0.017 1.483
4937854 70.00 0.250 0.017 1.483
4937867 70.00 0.250 0.017 1.483
4938481 66.04 0.250 0.017 1.733
4938500 66.04 0.250 0.017 1.733
4938573 70.00 0.250 0.017 0.608
4938894 80.00 0.250 0.017 0.483
4939826 70.00 0.250 0.017 0.858
4940520 66.67 0.250 0.017 0.608
4941338 70.00 0.250 0.017 1.233
4941923 48.48 0.250 0.017 1.233
4943298 89.99 06 0.250 0.017 1.483
4945816 58.33 0.250 0.017 1.108
4946547 80.00 0.250 0.017 1.108
4946821 79.37 0.250 0.017 0.108
4946875 65.00 0.250 0.017 0.733
4947416 69.05 0.250 0.017 1.358
4947448 80.00 0.250 0.017 0.483
4947626 62.27 0.250 0.017 1.358
4948316 66.00 0.250 0.017 0.000
4949308 66.04 0.250 0.017 1.733
4951558 75.00 0.250 0.017 0.858
4951562 75.00 0.250 0.017 0.858
4951804 64.52 0.250 0.017 1.233
4953454 80.00 0.250 0.017 1.108
4956054 67.23 0.250 0.017 0.000
4957055 53.80 0.250 0.017 0.233
4957572 80.00 0.250 0.017 0.358
4957601 69.15 0.250 0.017 0.733
4957608 70.00 0.250 0.017 0.733
4961597 90.00 17 0.250 0.017 1.233
4962332 70.00 0.250 0.017 0.733
4962336 70.00 0.250 0.017 0.733
4964877 61.67 0.250 0.017 0.733
4964880 69.12 0.250 0.017 0.733
4964881 75.00 0.250 0.017 0.733
4968287 64.10 0.250 0.017 0.108
4968325 89.06 12 0.250 0.017 1.483
4971794 67.02 0.250 0.017 0.108
4971806 64.31 0.250 0.017 0.608
4975462 80.00 0.250 0.017 0.483
4975742 90.00 33 0.250 0.017 0.858
4978810 61.54 0.250 0.017 1.608
4979115 50.91 0.250 0.017 0.000
4979126 80.00 0.250 0.017 0.983
4979178 79.97 0.250 0.017 0.733
6428146 75.00 0.250 0.017 0.983
6706820 75.00 0.250 0.017 0.983
6801722 83.57 06 0.250 0.017 1.108
6826764 78.59 0.250 0.017 0.108
6985340 69.66 0.250 0.017 0.983
6987221 57.22 0.250 0.017 0.983
6988564 42.52 0.250 0.017 0.733
7024263 80.00 0.250 0.017 0.608
7029417 75.00 0.250 0.017 0.858
7068041 79.98 0.250 0.017 0.983
7078625 79.22 0.250 0.017 1.108
7083482 74.59 0.250 0.017 1.108
7088388 80.00 0.250 0.017 0.358
7092644 66.67 0.250 0.017 0.233
7101295 74.82 0.250 0.017 0.733
7109667 74.99 0.250 0.017 0.483
7112942 75.00 0.250 0.017 0.483
7112943 60.00 0.250 0.017 0.733
7117621 79.51 0.250 0.017 0.483
7118928 80.00 0.250 0.017 0.233
7124665 65.04 0.250 0.017 0.733
7125338 80.00 0.250 0.017 0.483
7128341 70.00 0.250 0.017 0.483
7138745 75.99 0.250 0.017 0.608
7149284 44.26 0.250 0.017 0.733
7153459 90.00 01 0.250 0.017 0.000
7163381 90.00 16 0.250 0.017 0.733
7164464 90.00 06 0.250 0.017 1.108
7167095 80.00 0.250 0.017 0.000
7177764 80.00 0.250 0.017 0.358
7186949 90.00 12 0.250 0.017 1.108
7186963 90.00 12 0.250 0.017 1.108
7196578 48.47 0.250 0.017 0.608
7206047 73.25 0.250 0.017 0.608
7206203 75.00 0.250 0.017 0.000
7210517 64.29 0.250 0.017 0.608
7211183 78.75 0.250 0.017 0.608
7212670 43.90 0.250 0.017 0.733
7213686 68.20 0.250 0.017 0.233
7217667 70.00 0.250 0.017 0.000
7221590 67.27 0.250 0.017 0.608
7223778 80.00 0.250 0.017 0.983
7224136 51.61 0.250 0.017 0.483
7227448 75.83 0.250 0.017 0.358
7228151 76.19 0.250 0.017 0.983
7231665 46.90 0.250 0.017 0.000
7234037 80.00 0.250 0.017 0.233
7235449 61.54 0.250 0.017 0.858
7238371 90.00 12 0.250 0.017 0.608
7238835 70.00 0.250 0.017 0.000
7239703 90.00 33 0.250 0.017 0.608
7258001 80.00 0.250 0.017 0.983
7270995 75.00 0.250 0.017 0.000
7282836 80.00 0.250 0.017 0.483
7283511 65.00 0.250 0.017 1.858
7283842 74.10 0.250 0.017 0.483
7283938 66.88 0.250 0.017 0.483
7285155 42.55 0.250 0.017 0.858
7289974 90.00 01 0.250 0.017 1.108
7297905 75.00 0.250 0.017 0.233
7301185 75.00 0.250 0.017 0.733
7314261 65.00 0.250 0.017 0.000
7318304 56.25 0.250 0.017 0.983
7321017 60.00 0.250 0.017 1.858
7324218 90.00 33 0.250 0.017 1.108
7325650 66.37 0.250 0.017 0.483
7330254 53.19 0.250 0.017 0.108
7349304 60.00 0.250 0.017 0.733
7352349 49.26 0.250 0.017 0.108
7358063 52.88 0.250 0.017 0.483
7370849 64.71 0.250 0.017 1.233
7376313 80.00 0.250 0.017 0.108
7384636 65.85 0.250 0.017 0.108
7385112 51.22 0.250 0.017 0.858
7389105 80.00 0.250 0.017 0.233
7394658 65.00 0.250 0.017 0.733
7399301 80.00 0.250 0.017 0.733
7400320 69.63 0.250 0.017 0.608
7400328 74.91 0.250 0.017 0.608
7400497 70.00 0.250 0.017 0.608
7400802 75.00 0.250 0.017 0.608
7404982 80.00 0.250 0.017 0.358
7406033 35.29 0.250 0.017 0.483
7413671 79.68 0.250 0.017 0.000
7415273 80.00 0.250 0.017 0.858
7425949 73.56 0.250 0.017 0.608
7426010 33.83 0.250 0.017 0.000
7426330 80.00 0.250 0.017 0.108
7427799 79.51 0.250 0.017 0.483
7427989 68.24 0.250 0.017 0.108
7430701 70.00 0.250 0.017 1.233
7431282 70.00 0.250 0.017 0.733
7443700 90.00 06 0.250 0.017 1.233
7445483 90.00 01 0.250 0.017 0.858
7446378 70.00 0.250 0.017 1.108
7459032 90.00 17 0.250 0.017 1.108
7465448 75.00 0.250 0.017 0.608
7471225 90.00 17 0.250 0.017 0.858
7474050 90.00 17 0.250 0.017 1.108
7474940 90.00 33 0.250 0.017 1.733
7475838 72.76 0.250 0.017 0.983
7477342 70.00 0.250 0.017 0.858
7482753 69.89 0.250 0.017 0.733
7486685 64.00 0.250 0.017 0.858
7489914 90.00 01 0.250 0.017 1.358
7494638 23.81 0.250 0.017 1.108
7497629 90.00 17 0.250 0.017 1.483
7505030 53.90 0.250 0.017 0.733
7507758 56.09 0.250 0.017 0.608
7527886 90.00 17 0.250 0.017 1.358
7528015 80.00 0.250 0.017 0.000
7530960 90.00 01 0.250 0.017 0.358
7531138 90.00 11 0.250 0.017 1.233
7532529 80.00 0.250 0.017 0.733
7539496 70.00 0.250 0.017 0.233
7544997 70.00 0.250 0.017 0.858
7545493 77.37 0.250 0.017 1.233
7561144 70.00 0.250 0.017 0.358
7563211 71.88 0.250 0.017 0.608
7567174 80.00 0.250 0.017 0.733
7568522 79.99 0.250 0.017 0.358
7569490 71.83 0.250 0.017 1.233
7571332 80.00 0.250 0.017 1.108
7605725 79.43 0.250 0.017 0.483
7625528 75.00 0.250 0.017 1.108
7630889 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]
<PAGE>
<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 A CA 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
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- -------- ----- ------- --------- ------- -------- ------- --------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ----- ------- --------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
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
4958328 95.00 17 0.250 0.017 1.483
4958331 94.99 17 0.250 0.017 1.108
4958737 80.00 0.250 0.017 0.858
4960037 69.91 0.250 0.017 1.483
4961877 87.63 06 0.250 0.017 1.233
4962024 80.00 0.250 0.017 0.983
4962434 74.97 0.250 0.017 1.858
4964206 65.00 0.250 0.017 1.108
4964330 70.00 0.250 0.017 0.983
4964876 80.00 0.250 0.017 0.983
4964894 74.58 0.250 0.017 1.483
4965668 72.63 0.250 0.017 1.483
4966222 90.00 12 0.250 0.017 1.483
4968796 90.00 06 0.250 0.017 0.733
4968804 90.00 12 0.250 0.017 1.358
4969469 74.29 0.250 0.017 1.108
4970116 79.00 0.250 0.017 0.000
4970923 60.18 0.250 0.017 0.608
6519576 80.00 0.250 0.017 0.358
6608518 67.03 0.250 0.017 0.108
6615403 79.08 0.250 0.017 1.233
6726982 80.00 0.250 0.017 0.483
6736914 79.96 0.250 0.017 0.000
6754593 75.35 0.250 0.017 0.483
6805925 90.00 17 0.250 0.017 1.108
6810004 80.00 0.250 0.017 0.483
6889730 80.00 0.250 0.017 0.358
6894723 79.99 0.250 0.017 0.858
6917097 90.00 11 0.250 0.017 1.108
6917627 80.00 0.250 0.017 0.000
6917687 92.00 17 0.250 0.017 0.608
6919102 72.92 0.250 0.017 0.733
6920499 79.99 0.250 0.017 0.108
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7512675 40.78 0.250 0.017 1.733
7514557 90.00 17 0.250 0.017 1.733
7514682 62.83 0.250 0.017 1.358
7516355 90.00 06 0.250 0.017 1.733
7517557 90.00 17 0.250 0.017 1.233
7519663 90.00 17 0.250 0.017 1.733
7521024 89.47 17 0.250 0.017 1.233
7522699 89.95 06 0.250 0.017 1.483
7525988 90.00 17 0.250 0.017 1.608
7528290 80.00 0.250 0.017 0.000
7528891 90.00 06 0.250 0.017 1.358
7529897 79.87 0.250 0.017 1.858
7533323 90.00 17 0.250 0.017 1.858
7534974 69.03 0.250 0.017 0.233
7535118 80.00 0.250 0.017 1.858
7535719 80.00 0.250 0.017 1.483
7537317 90.00 17 0.250 0.017 1.983
7537994 51.50 0.250 0.017 1.108
7538953 90.00 17 0.250 0.017 0.983
7540395 9.68 0.250 0.017 1.733
7541547 89.81 13 0.250 0.017 1.733
7547149 90.00 17 0.250 0.017 1.983
7547369 90.00 17 0.250 0.017 0.983
7549083 75.00 0.250 0.017 0.983
7552129 63.00 0.250 0.017 0.983
7552251 60.00 0.250 0.017 1.233
7553545 75.00 0.250 0.017 0.983
7560062 90.00 17 0.250 0.017 1.858
7561870 80.00 0.250 0.017 0.983
7565784 90.00 17 0.250 0.017 1.233
7567330 90.00 33 0.250 0.017 1.608
7568372 80.00 0.250 0.017 0.358
7569192 80.00 0.250 0.017 0.483
7573041 75.00 0.250 0.017 1.108
7581361 90.00 01 0.250 0.017 1.983
7586047 33.46 0.250 0.017 0.983
7593832 63.94 0.250 0.017 0.733
</TABLE>
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]
<PAGE>
<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 7.000 6.500 $ 314.60 180 1-Oct-13 $ 34,441.35
4959973 PHOENIX AZ 85008 SFD 7.750 6.500 $ 296.03 180 1-Jun-13 $ 30,531.83
4856368 LUBBOCK TX 79411 SFD 7.250 6.500 $ 438.17 180 1-Jul-13 $ 46,789.27
4856402 DALLAS TX 75287 SFD 7.625 6.500 $1,315.26 180 1-Jul-13 $ 137,359.45
4856446 BRIDGEWATER MA 02324 SFD 7.625 6.500 $ 467.07 180 1-Jul-13 $ 48,778.19
4856491 RAPID CITY SD 57701 MF4 7.375 6.500 $ 646.71 180 1-Jul-13 $ 68,545.34
4856523 PORTLAND ME 04103 SFD 8.000 6.500 $1,046.44 180 1-Jul-13 $ 106,908.62
4856605 ROANOKE VA 24012 SFD 7.875 6.500 $ 437.71 180 1-Aug-13 $ 45,187.25
4856622 HOUSTON TX 77079 PUD 7.750 6.500 $1,234.96 180 1-Jul-13 $ 128,027.97
4856645 GLEN ALLEN VA 23060 SFD 7.625 6.500 $1,298.44 180 1-Aug-13 $ 136,037.53
4857307 ORANGE PARK FL 32073 SFD 7.250 6.500 $ 976.76 180 1-Jun-13 $ 101,797.60
4857327 OMAHA NE 68104 SFD 7.750 6.500 $ 611.83 180 1-Jul-13 $ 63,428.51
4857337 BROOKLINE MA 02146 LCO 7.875 6.500 $ 857.40 180 1-Jul-13 $ 86,184.44
4857352 MILFORD MA 01757 SFD 6.875 6.500 $ 891.86 180 1-Jul-13 $ 97,396.68
4857428 WENDELL MA 01379 SFD 7.250 6.500 $ 926.56 180 1-Jul-13 $ 98,260.96
4857529 GAINESVILLE FL 32605 SFD 7.500 6.500 $ 666.53 180 1-Jul-13 $ 70,124.28
4857558 REDWOOD FALLS MN 56283 SFD 7.875 6.500 $ 744.53 180 1-May-13 $ 76,137.34
4857608 WOODBURY CT 06798 SFD 7.250 6.500 $1,369.30 180 1-Jul-13 $ 146,216.32
4857623 SAN ANGELO TX 76904 SFD 7.625 6.500 $ 747.30 180 1-Jul-13 $ 78,045.20
4857691 SOLVANG CA 93463 SFD 7.000 6.500 $1,272.74 180 1-Jul-13 $ 137,952.25
4929899 BRUNSWICK ME 04011 MF3 6.375 6.108 $ 466.70 180 1-Oct-13 $ 52,535.52
4907383 RIGGINS ID 83549 SFD 7.125 6.500 $ 543.50 180 1-Oct-13 $ 59,052.56
4907395 LODI CA 95240 SFD 7.000 6.500 $2,696.49 180 1-Sep-13 $ 294,237.60
4907403 DENTON TX 76201 SFD 7.625 6.500 $ 541.80 180 1-Sep-13 $ 56,943.80
4907424 SALMON ID 83467 SFD 7.375 6.500 $ 927.75 180 1-Oct-13 $ 99,291.24
4907434 MINNETONKA MN 55343 SFD 7.125 6.500 $1,213.82 180 1-Sep-13 $ 131,380.61
4907462 OLDSMAR FL 34677 LCO 7.250 6.500 $ 547.72 180 1-Oct-13 $ 59,062.64
4907482 LA QUINTA CA 92253 SFD 7.000 6.500 $1,078.60 180 1-Sep-13 $ 116,040.52
4907488 HOUSTON TX 77089 SFD 7.375 6.500 $ 710.54 180 1-Sep-13 $ 75,802.03
4907492 MANASSAS VA 20110 SFD 7.625 6.500 $1,195.69 180 1-Oct-13 $ 126,063.76
4907503 MINA SD 57462 SFD 7.250 6.500 $ 753.12 180 1-Jun-13 $ 80,151.67
4907514 WACO TX 76712 SFD 7.500 6.500 $ 648.91 180 1-Oct-13 $ 68,929.66
4907530 COSTA MESA CA 92627 SFD 7.000 6.500 $2,768.40 180 1-Oct-13 $ 303,034.03
4907567 PAYETTE ID 83661 SFD 7.500 6.500 $ 578.46 180 1-Sep-13 $ 61,251.42
4907585 BIRMINGHAM AL 35223 SFD 6.875 6.500 $2,229.64 180 1-Oct-13 $ 245,967.31
4907595 CLARKSTON GA 30021 LCO 8.250 6.500 $ 485.08 180 1-Sep-13 $ 49,137.30
4907603 RAPID CITY SD 57701 SFD 7.375 6.500 $ 455.37 180 1-Sep-13 $ 48,579.05
4907606 SACRAMENTO CA 95815 SFD 8.000 6.500 $ 466.36 180 1-Sep-13 $ 47,939.60
4907613 WEST BRISTOL PA 19007 SFD 7.625 6.500 $ 607.19 180 1-Jul-13 $ 63,411.67
4907629 POWAY CA 92064 SFD 7.125 6.500 $2,264.58 180 1-Oct-13 $ 244,699.90
4907641 THOUSAND OAKS CA 91360 SFD 6.875 6.500 $1,065.77 180 1-Sep-13 $ 117,180.20
4907648 PASADENA CA 91104 SFD 6.875 6.500 $1,560.75 180 1-Sep-13 $ 171,602.75
4907654 DALLAS TX 75228 SFD 7.625 6.500 $ 406.35 180 1-Aug-13 $ 42,572.87
4907664 GARLAND TX 75042 SFD 7.625 6.500 $ 406.35 180 1-Aug-13 $ 42,572.78
4907669 GARLAND TX 75043 SFD 7.625 6.500 $ 420.36 180 1-Sep-13 $ 44,180.54
4907675 FRESH MEADOWS NY 11365 MF2 7.375 6.500 $1,306.30 180 1-Oct-13 $ 139,549.44
4907679 CLAYMONT DE 19703 MF2 7.500 6.500 $ 713.80 180 1-Sep-13 $ 74,840.72
4907688 WILLIAMSBURG VA 23185 MF4 7.500 6.500 $1,409.06 180 1-Mar-13 $ 146,297.91
4907699 LYONS KS 67554 SFD 7.500 6.500 $ 370.81 180 1-Sep-13 $ 39,263.72
4907705 NIXA MO 65714 SFD 7.375 6.500 $ 837.14 180 1-Jun-13 $ 86,934.52
4907709 LAS VEGAS NV 89134 PUD 7.125 6.500 $2,079.34 180 1-Sep-13 $ 225,187.37
4907711 MINNETONKA MN 55304 SFD 7.250 6.500 $3,003.32 180 1-Sep-13 $ 321,294.98
4907714 MORA MN 55051 SFD 7.500 6.500 $ 441.26 180 1-Oct-13 $ 46,872.16
4907731 NAMPA ID 83651 SFD 7.625 6.500 $ 560.48 180 1-Sep-13 $ 58,907.39
4907736 ALBUQUERQUE NM 87106 SFD 7.750 6.500 $ 600.07 180 1-Oct-13 $ 62,796.01
4907742 DANA POINT CA 92629 SFD 7.500 6.500 $1,807.68 180 1-Feb-13 $ 186,625.28
4907996 ONTARIO OR 97914 SFD 7.750 6.500 $ 497.00 180 1-Sep-13 $ 51,848.76
4908001 LOS ANGELES CA 90001 SFD 7.375 6.500 $ 818.74 180 1-Sep-13 $ 87,195.86
4908004 HOUSTON TX 77089 PUD 7.250 6.500 $ 670.87 180 1-Sep-13 $ 72,108.07
4908017 FLORENCE KY 41101 LCO 7.375 6.500 $ 551.96 180 1-Sep-13 $ 56,654.34
4908024 DOUGLASVILLE GA 30135 SFD 7.750 6.500 $ 557.71 180 1-Sep-13 $ 58,182.58
4908029 ST. PETERS MO 63376 SFD 7.750 6.500 $ 442.40 180 1-Sep-13 $ 45,543.51
4908031 MCCALL ID 83638 SFD 6.750 6.483 $3,964.40 180 1-Sep-13 $ 439,210.82
4908032 RICHMOND VA 23234 SFD 8.125 6.500 $ 573.88 180 1-Jul-13 $ 58,204.56
4908035 SCOTTDALE GA 30079 MF2 6.875 6.500 $ 677.81 180 1-Oct-13 $ 74,368.33
4908044 ROWLETT TX 75088 SFD 7.875 6.500 $ 480.35 180 1-Sep-13 $ 49,742.36
4908045 RICHMOND VA 23234 SFD 8.125 6.500 $ 631.66 180 1-Jul-13 $ 64,064.03
4908048 MADISON HEIGHTS MI 48071 SFD 7.875 6.500 $ 652.54 180 1-Sep-13 $ 67,573.80
4908050 GLEN GARDNER NJ 08826 SFD 7.750 6.500 $1,969.62 180 1-Sep-13 $ 205,106.35
4908052 RICHMOND VA 23234 SFD 8.125 6.500 $ 693.28 180 1-Jul-13 $ 70,314.22
4908054 VANCOUVER WA 98662 SFD 7.375 6.500 $ 367.97 180 1-Oct-13 $ 38,420.78
4908073 FORT WORTH TX 76133 SFD 7.500 6.500 $ 434.31 180 1-Sep-13 $ 45,987.64
4908074 DIAMONDHEAD MS 39525 SFD 7.500 6.500 $1,158.77 180 1-Sep-13 $ 122,089.77
4908079 WELLINGTON FL 33414 LCO 8.000 6.500 $ 533.26 180 1-Sep-13 $ 54,816.16
4908085 WELLINGTON FL 33414 PUD 8.000 6.500 $ 924.60 180 1-Sep-13 $ 95,044.19
4908088 WALNUT CA 91789 SFD 6.875 6.500 $1,828.31 180 1-Sep-13 $ 201,020.40
4908151 HOUSTON TX 77083 PUD 7.500 6.500 $ 430.14 180 1-Oct-13 $ 45,487.35
4908162 HOUSTON TX 77006 MF2 7.625 6.500 $1,517.03 180 1-Oct-13 $ 159,943.41
4908174 PALMDALE CA 93550 SFD 7.875 6.500 $ 818.52 180 1-Sep-13 $ 84,601.36
4908183 HAMTRAMCK MI 48212 SFD 7.625 6.500 $ 373.66 180 1-Oct-13 $ 39,394.89
4908198 NEW YORK NY 10022 LCO 6.875 6.500 $6,722.36 180 1-Jul-13 $ 734,127.90
4908203 LONG BEACH CA 90803 SFD 7.625 6.500 $1,961.68 180 1-Oct-13 $ 205,640.84
4908271 MOULTONBOROUGH NH 03254 SFD 6.875 6.500 $ 561.87 180 1-Sep-13 $ 61,751.87
4908282 STILLWATER MN 55082 SFD 7.250 6.500 $1,252.91 180 1-Oct-13 $ 134,900.92
4908305 ESCONDIDO CA 92025 SFD 7.250 6.500 $2,537.76 180 1-Sep-13 $ 272,772.53
4908317 GAINESVILLE FL 32607 MF2 8.125 6.500 $ 837.71 180 1-Sep-13 $ 85,482.63
4908326 BROOKLYN NY 11233 MF2 7.250 6.500 $ 371.54 180 1-Oct-13 $ 40,049.00
4908343 PASADENA MD 21122 SFD 7.500 6.500 $1,030.84 180 1-Sep-13 $ 109,153.20
4908363 HENDERSON NV 89014 LCO 7.500 6.500 $ 602.56 180 1-Sep-13 $ 63,803.59
4908509 LEMOORE CA 93245 SFD 7.875 6.500 $ 728.41 180 1-Sep-13 $ 75,431.25
4908519 COLORADO SPRINGS CO 80920 SFD 6.875 6.500 $ 874.02 180 1-Sep-13 $ 96,097.57
4908536 ST. LOUIS MO 63126 SFD 7.500 6.500 $ 463.05 180 1-Sep-13 $ 48,919.02
4908543 CHARLOTTE NC 28216 SFD 8.125 6.500 $ 281.65 180 1-Sep-13 $ 28,739.82
4908549 NEW YORK NY 10023 LCO 7.750 6.500 $1,882.56 180 1-Oct-13 $ 194,968.08
4908553 GIBSONIA PA 15044 SFD 6.750 6.483 $2,190.16 180 1-Sep-13 $ 242,644.34
4908556 SLIDELL LA 70460 SFD 7.500 6.500 $ 556.21 180 1-Sep-13 $ 58,542.48
4908561 ATTLEBORO MA 02703 SFD 7.250 6.500 $ 848.97 180 1-Oct-13 $ 91,547.08
4908563 ALHAMBRA CA 91801 SFD 7.375 6.500 $2,180.22 180 1-Sep-13 $ 228,925.00
4908581 PHARR TX 78577 SFD 7.500 6.500 $ 492.77 180 1-Sep-13 $ 52,177.55
4908583 NORTH RIDGEVILLE OH 44039 SFD 6.875 6.500 $1,052.39 180 1-Oct-13 $ 116,096.58
4908593 WARWICK RI 02888 SFD 8.000 6.500 $ 764.53 180 1-Sep-13 $ 78,589.49
4908603 LAUDERHILL FL 33319 LCO 7.500 6.500 $ 370.81 180 1-Mar-13 $ 38,291.21
4908610 LANCASTER CA 93536 SFD 7.500 6.500 $1,112.42 180 1-Sep-13 $ 117,791.21
4908624 SOUTH PASADENA CA 91030 SFD 7.000 6.500 $2,851.54 180 1-Sep-13 $ 301,012.66
4908630 ROSLYN HEIGHTS NY 11577 SFD 7.125 6.500 $2,264.58 180 1-Oct-13 $ 246,052.37
4908633 FORT WORTH TX 76116 MF2 7.500 6.500 $ 666.53 180 1-Sep-13 $ 70,576.55
4908635 FALLS CHURCH VA 22042 SFD 7.125 6.500 $1,397.25 180 1-Sep-13 $ 151,318.44
4908640 FORT WORTH TX 76133 MF2 7.500 6.500 $ 722.61 180 1-Sep-13 $ 76,515.23
4908644 FORT WORTH TX 76116 SFD 7.500 6.500 $ 304.53 180 1-Sep-13 $ 32,245.31
4908645 ARLINGTON VA 22204 SFD 7.125 6.500 $1,702.97 180 1-Sep-13 $ 182,900.04
4908654 LAKE HAVASU CITY AZ 86406 MF2 8.125 6.500 $ 871.41 180 1-Sep-13 $ 88,921.59
4908657 CRANSTON RI 02920 SFD 7.625 6.500 $ 840.72 180 1-Sep-13 $ 88,361.10
4908677 EL PASO TX 79924 SFD 8.000 6.500 $ 451.07 180 1-Sep-13 $ 46,367.82
4908688 SUNNYVALE CA 94086 SFD 7.000 6.500 $2,696.49 180 1-Oct-13 $ 295,212.02
4908692 EL PASO TX 79924 SFD 8.000 6.500 $ 489.30 180 1-Sep-13 $ 50,297.26
4908709 ATHENS OH 45701 MF4 8.125 6.500 $2,383.14 180 1-Oct-13 $ 243,914.99
4908712 NESCONSET NY 11764 SFD 7.375 6.500 $1,849.05 180 1-Oct-13 $ 197,893.37
4908716 ATHENS OH 45701 SFD 8.125 6.500 $1,256.57 180 1-Oct-13 $ 128,609.70
4908718 DES MOINES IA 50310 SFD 7.000 6.500 $ 632.78 180 1-Oct-13 $ 69,276.41
4908730 ATHENS OH 45701 SFD 8.000 6.500 $ 537.56 180 1-Oct-13 $ 55,426.30
4908734 SKOKIE IL 60077 SFD 7.125 6.500 $1,585.21 180 1-Oct-13 $ 172,236.65
4908742 BAKERSFIELD CA 93304 SFD 7.750 6.500 $ 456.99 180 1-Sep-13 $ 47,675.35
4908743 NEWARK DE 19713 SFD 7.250 6.500 $ 510.30 180 1-Sep-13 $ 54,848.81
4908754 STOCKTON CA 95204 SFD 7.625 6.500 $1,790.33 120 1-Sep-08 $ 132,399.11
4908764 VIRDEN IL 62690 SFD 8.000 6.500 $ 512.23 180 1-Oct-13 $ 50,520.97
4908769 FONTANA CA 92337 SFD 6.875 6.500 $ 731.33 180 1-Sep-13 $ 80,408.12
4908814 KINGS BEACH CA 96143 SFD 7.875 6.500 $2,276.28 180 1-Oct-13 $ 236,447.28
4908821 INDIANAPOLIS IN 46237 SFD 7.875 6.500 $ 779.63 180 1-Sep-13 $ 80,734.99
4908832 EL PASO TX 79936 SFD 8.125 6.500 $ 537.29 180 1-Sep-13 $ 54,791.24
4908836 RUTHTON MN 56170 SFD 7.125 6.500 $ 400.84 180 1-Sep-13 $ 43,408.96
4908840 FT LAUDERDALE FL 33315 SFD 7.375 6.500 $ 837.14 180 1-Sep-13 $ 89,306.96
4908843 BRADENTON FL 34209 SFD 7.375 6.500 $ 459.97 180 1-Sep-13 $ 49,069.73
4908847 MAPLE LAKE MN 55358 SFD 7.375 6.500 $ 887.73 180 1-Oct-13 $ 95,008.49
4908856 BETHPAGE NY 11714 SFD 7.625 6.500 $ 761.32 180 1-Sep-13 $ 79,915.23
4908863 KISSIMMEE FL 34746 LCO 6.875 6.500 $ 613.60 180 1-Oct-13 $ 67,372.03
4908864 NORCROSS GA 30093 MF2 7.375 6.500 $1,830.65 180 1-Sep-13 $ 195,203.36
4908870 LAS VEGAS NV 89110 MF2 7.250 6.500 $ 680.09 180 1-Sep-13 $ 72,915.11
4908874 CHANDLER AZ 85224 SFD 7.875 6.500 $1,579.17 180 1-Sep-13 $ 163,532.61
4908879 LAS VEGAS NV 89110 MF2 7.250 6.500 $ 634.44 180 1-Sep-13 $ 67,986.54
4908883 INDIANAPOLIS IN 46227 SFD 7.750 6.500 $ 665.49 180 1-Sep-13 $ 69,426.28
4908889 LAS VEGAS NV 89110 MF2 7.500 6.500 $1,093.88 180 1-Sep-13 $ 115,557.42
4908895 DUNNAVANT AL 35094 SFD 7.000 6.500 $ 384.25 180 1-Sep-13 $ 41,627.10
4908903 JASPER AL 35504 SFD 7.000 6.500 $1,752.72 180 1-Sep-13 $ 190,185.30
4908905 PITTSBURGH PA 15241 SFD 6.500 6.233 $ 609.78 180 1-Sep-13 $ 68,590.89
4908910 RALEIGH NC 27607 MF2 7.125 6.500 $ 942.07 180 1-Sep-13 $ 102,023.43
4908913 LOS ANGELES CA 91352 SFD 7.375 6.500 $1,011.92 180 1-Sep-13 $ 107,401.82
4908931 GARLAND TX 75040 SFD 7.875 6.500 $ 384.13 180 1-Sep-13 $ 39,778.15
4908939 SOUTH LAKE TAHOE CA 96150 SFD 7.250 6.500 $ 639.01 180 1-Oct-13 $ 68,845.73
4908954 EDEN PRAIRIE MN 55347 PUD 7.375 6.500 $ 630.15 180 1-Oct-13 $ 67,441.26
4909795 COLOR CO 80918 SFD 7.625 6.500 $1,048.10 180 1-Sep-13 $ 110,156.81
4945858 WILLITS CA 95690 SFD 7.125 6.500 $ 706.55 180 1-Nov-13 $ 77,017.60
4945867 BATON ROUGE LA 70811 SFD 6.500 6.233 $ 718.66 180 1-Oct-13 $ 81,231.55
4945872 MOORESTOWN NJ 08057 SFD 6.500 6.233 $ 724.77 180 1-Nov-13 $ 82,094.65
4945877 ST LOUIS MO 63138 SFD 7.125 6.500 $ 362.34 180 1-Nov-13 $ 39,496.17
4945909 LAKEVILLE MN 55044 SFD 6.750 6.483 $2,212.28 180 1-Nov-13 $ 244,487.72
4945920 BOZEMAN MT 59718 SFD 7.875 6.500 $ 521.65 180 1-Nov-13 $ 54,350.79
4945924 BLAINE MN 55449 SFD 7.000 6.500 $ 988.72 180 1-Nov-13 $ 108,599.60
4945926 EAGAN MN 55121 SFD 7.375 6.500 $1,987.04 180 1-Nov-13 $ 213,337.42
4945929 GAMBRILLS MD 21054 SFD 7.375 6.500 $2,097.43 180 1-Nov-13 $ 225,189.51
4945938 VICTOR MT 59875 SFD 6.875 6.500 $ 401.34 180 1-Nov-13 $ 44,420.93
4945943 WILMINGTON NC 28403 SFD 7.500 6.500 $ 778.70 180 1-Nov-13 $ 82,975.64
4945944 DERBY KS 67037 SFD 6.875 6.500 $ 588.63 180 1-Nov-13 $ 65,150.73
4945954 WILMINGTON NC 28409 MF2 7.500 6.500 $1,158.77 180 1-Nov-13 $ 123,475.71
4945966 LANCASTER PA 17603 SFD 7.000 6.500 $ 377.06 180 1-Nov-13 $ 41,415.95
4945982 LAS VEGAS NM 87701 MF2 7.625 6.500 $ 714.61 180 1-Nov-13 $ 75,577.18
4945983 KUNA ID 83634 SFD 7.250 6.500 $ 619.84 180 1-Nov-13 $ 67,053.93
4945984 ALEDO TX 76008 SFD 7.250 6.500 $ 393.54 180 1-Nov-13 $ 42,502.41
4945991 APPLETON WI 54911 SFD 6.875 6.500 $1,605.34 180 1-Nov-13 $ 177,348.14
4945992 LAS VEGAS NM 87701 SFD 7.500 6.500 $ 454.24 180 1-Nov-13 $ 48,402.47
4945998 PHILADELPHIA PA 19115 SFD 7.750 6.500 $ 680.55 180 1-Nov-13 $ 64,042.48
4946003 ELK RIVER MN 55330 SFD 7.125 6.500 $1,132.29 180 1-Dec-13 $ 123,822.73
4946006 LOS ANGELES CA 90042 LCO 7.375 6.500 $1,149.91 180 1-Nov-13 $ 123,459.05
4946007 STOCKTON CA 95207 SFD 7.500 6.500 $1,084.61 180 1-Dec-13 $ 115,933.28
4946012 LOS ANGELES CA 90045 SFD 7.625 6.500 $1,447.91 180 1-Nov-13 $ 153,130.21
4946013 BLOOMINGTON MN 55431 SFD 7.000 6.500 $1,348.25 180 1-Dec-13 $ 148,552.47
4946017 INDIANAPOLIS IN 46226 SFD 7.750 6.500 $ 395.34 180 1-Nov-13 $ 41,498.81
4946018 WAVELAND MS 39576 SFD 7.375 6.500 $ 367.97 180 1-Nov-13 $ 39,506.93
4946025 OJAI CA 93023 SFD 7.375 6.500 $1,729.46 180 1-Nov-13 $ 185,682.58
4946033 SPRINGFIELD VA 22150 SFD 7.250 6.500 $1,095.44 180 1-Nov-13 $ 118,504.76
4946040 ALEXANDRIA VA 22304 SFD 7.500 6.500 $ 817.17 180 1-Dec-13 $ 87,164.50
4946044 BEVERLY HILLS CA 90210 SFD 7.000 6.500 $8,628.76 180 1-Nov-13 $ 945,270.12
4946078 NORTH LAS VEGAS NV 89030 PUD 6.750 6.483 $1,504.35 180 1-Nov-13 $ 167,789.04
4946087 UPPER MARLBORO MD 20772 SFD 7.500 6.500 $ 921.92 180 1-Dec-13 $ 98,543.29
4946090 CINCINNATI OH 45215 MF2 7.500 6.500 $ 966.88 180 1-Nov-13 $ 103,028.13
4946093 DECATUR TX 76234 SFD 7.500 6.500 $ 412.53 180 1-Nov-13 $ 43,957.33
4946118 CARY NC 27605 SFD 7.625 6.500 $1,429.22 180 1-Nov-13 $ 151,154.37
4946120 HENDERSON NV 89015 MF2 7.375 6.500 $ 570.36 180 1-Nov-13 $ 61,235.72
4946207 PLYMOUTH MN 55446 SFD 6.500 6.233 $2,526.22 180 1-Nov-13 $ 286,147.29
4946217 MCKINNEY TX 75070 SFD 7.750 6.500 $ 865.98 180 1-Nov-13 $ 90,902.17
4946227 SOUTH FORK CO 81154 SFD 7.250 6.500 $ 834.36 180 1-Nov-13 $ 90,261.12
4946239 ALBUQUERQUE NM 87120 SFD 7.375 6.500 $ 896.93 180 1-Nov-13 $ 96,298.14
4946248 FOREST LAKE MN 55025 SFD 7.375 6.500 $ 918.09 180 1-Nov-13 $ 98,569.76
4946252 KENYON MN 55946 SFD 7.500 6.500 $ 797.24 180 1-Nov-13 $ 84,383.70
4946260 BUFFALO GROVE IL 60089 SFD 7.250 6.500 $2,190.88 180 1-Nov-13 $ 237,009.51
4946270 HOUSTON TX 77092 SFD 7.375 6.500 $ 570.36 180 1-Nov-13 $ 61,235.72
4946323 HUNTINGTON NY 11743 SFD 7.375 6.500 $ 708.31 120 1-Nov-08 $ 58,415.45
$22,201,051.26
</TABLE>
<TABLE>
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- -------- ------ ------- --------- ------- -------- ------- --------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ------ ------- --------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
4929911 100.00 0.250 0.017 0.233
4959973 41.93 0.250 0.017 0.983
4856368 73.28 0.250 0.017 0.483
4856402 80.00 0.250 0.017 0.858
4856446 16.89 0.250 0.017 0.858
4856491 68.92 0.250 0.017 0.608
4856523 73.49 0.250 0.017 1.233
4856605 65.00 0.250 0.017 1.108
4856622 73.92 0.250 0.017 0.983
4856645 74.93 0.250 0.017 0.858
4857307 74.83 0.250 0.017 0.483
4857327 39.63 0.250 0.017 0.983
4857337 64.11 0.250 0.017 1.108
4857352 37.04 0.250 0.017 0.108
4857428 73.55 0.250 0.017 0.483
4857529 79.98 0.250 0.017 0.733
4857558 42.66 0.250 0.017 1.108
4857608 33.71 0.250 0.017 0.483
4857623 53.33 0.250 0.017 0.858
4857691 76.13 0.250 0.017 0.233
4929899 33.75 0.250 0.017 0.000
4907383 33.33 0.250 0.017 0.358
4907395 71.43 0.250 0.017 0.233
4907403 80.00 0.250 0.017 0.858
4907424 74.98 0.250 0.017 0.608
4907434 73.63 0.250 0.017 0.358
4907462 75.00 0.250 0.017 0.483
4907482 80.00 0.250 0.017 0.233
4907488 74.99 0.250 0.017 0.608
4907492 80.00 0.250 0.017 0.858
4907503 75.00 0.250 0.017 0.483
4907514 70.00 0.250 0.017 0.733
4907530 80.00 0.250 0.017 0.233
4907567 80.00 0.250 0.017 0.733
4907585 79.37 0.250 0.017 0.108
4907595 78.13 0.250 0.017 1.483
4907603 75.00 0.250 0.017 0.608
4907606 80.00 0.250 0.017 1.233
4907613 54.17 0.250 0.017 0.858
4907629 39.68 0.250 0.017 0.358
4907641 45.09 0.250 0.017 0.108
4907648 62.50 0.250 0.017 0.108
4907654 75.00 0.250 0.017 0.858
4907664 75.00 0.250 0.017 0.858
4907669 75.00 0.250 0.017 0.858
4907675 59.17 0.250 0.017 0.608
4907679 70.00 0.250 0.017 0.733
4907688 69.09 0.250 0.017 0.733
4907699 57.14 0.250 0.017 0.733
4907705 57.59 0.250 0.017 0.608
4907709 73.41 0.250 0.017 0.358
4907711 79.28 0.250 0.017 0.483
4907714 68.99 0.250 0.017 0.733
4907731 68.97 0.250 0.017 0.858
4907736 65.05 0.250 0.017 0.983
4907742 75.00 0.250 0.017 0.733
4907996 75.00 0.250 0.017 0.983
4908001 71.20 0.250 0.017 0.608
4908004 74.99 0.250 0.017 0.483
4908017 70.59 0.250 0.017 0.608
4908024 75.00 0.250 0.017 0.983
4908029 49.47 0.250 0.017 0.983
4908031 80.00 0.250 0.017 0.000
4908032 80.00 0.250 0.017 1.358
4908035 80.00 0.250 0.017 0.108
4908044 72.35 0.250 0.017 1.108
4908045 77.18 0.250 0.017 1.358
4908048 80.00 0.250 0.017 1.108
4908050 63.41 0.250 0.017 0.983
4908052 80.00 0.250 0.017 1.358
4908054 34.78 0.250 0.017 0.608
4908073 55.12 0.250 0.017 0.733
4908074 69.44 0.250 0.017 0.733
4908079 90.00 1 0.250 0.017 1.233
4908085 90.00 0.250 0.017 1.233
4908088 68.33 0.250 0.017 0.108
4908151 80.00 0.250 0.017 0.733
4908162 80.00 0.250 0.017 0.858
4908174 79.99 0.250 0.017 1.108
4908183 70.18 0.250 0.017 0.858
4908198 50.25 0.250 0.017 0.108
4908203 64.62 0.250 0.017 0.858
4908271 87.50 11 0.250 0.017 0.108
4908282 75.00 0.250 0.017 0.483
4908305 79.43 0.250 0.017 0.483
4908317 75.00 0.250 0.017 1.358
4908326 29.07 0.250 0.017 0.483
4908343 79.49 0.250 0.017 0.733
4908363 72.22 0.250 0.017 0.733
4908509 79.59 0.250 0.017 1.108
4908519 76.56 0.250 0.017 0.108
4908536 47.57 0.250 0.017 0.733
4908543 90.00 1 0.250 0.017 1.358
4908549 47.06 0.250 0.017 0.983
4908553 75.00 0.250 0.017 0.000
4908556 57.14 0.250 0.017 0.733
4908561 75.00 0.250 0.017 0.483
4908563 77.96 0.250 0.017 0.608
4908581 74.87 0.250 0.017 0.733
4908583 68.60 0.250 0.017 0.108
4908593 79.21 0.250 0.017 1.233
4908603 80.00 0.250 0.017 0.733
4908610 80.00 0.250 0.017 0.733
4908624 75.00 0.250 0.017 0.233
4908630 59.52 0.250 0.017 0.358
4908633 61.98 0.250 0.017 0.733
4908635 74.52 0.250 0.017 0.358
4908640 64.96 0.250 0.017 0.733
4908644 48.67 0.250 0.017 0.733
4908645 69.89 0.250 0.017 0.358
4908654 73.58 0.250 0.017 1.358
4908657 75.00 0.250 0.017 0.858
4908677 80.00 0.250 0.017 1.233
4908688 71.43 0.250 0.017 0.233
4908692 80.00 0.250 0.017 1.233
4908709 90.00 1 0.250 0.017 1.358
4908712 75.00 0.250 0.017 0.608
4908716 90.00 1 0.250 0.017 1.358
4908718 80.00 0.250 0.017 0.233
4908730 90.00 0.250 0.017 1.233
4908734 79.55 0.250 0.017 0.358
4908742 72.46 0.250 0.017 0.983
4908743 65.00 0.250 0.017 0.483
4908754 50.00 0.250 0.017 0.858
4908764 80.00 0.250 0.017 1.233
4908769 73.21 0.250 0.017 0.108
4908814 73.85 0.250 0.017 1.108
4908821 78.29 0.250 0.017 1.108
4908832 90.00 1 0.250 0.017 1.358
4908836 75.00 0.250 0.017 0.358
4908840 74.59 0.250 0.017 0.608
4908843 63.29 0.250 0.017 0.608
4908847 73.66 0.250 0.017 0.608
4908856 39.76 0.250 0.017 0.858
4908863 78.63 0.250 0.017 0.108
4908864 79.98 0.250 0.017 0.608
4908870 42.33 0.250 0.017 0.483
4908874 90.00 0.250 0.017 1.108
4908879 39.49 0.250 0.017 0.483
4908883 70.00 0.250 0.017 0.983
4908889 67.05 0.250 0.017 0.733
4908895 75.00 0.250 0.017 0.233
4908903 73.58 0.250 0.017 0.233
4908905 63.64 0.250 0.017 0.000
4908910 39.25 0.250 0.017 0.358
4908913 73.33 0.250 0.017 0.608
4908931 75.00 0.250 0.017 1.108
4908939 56.00 0.250 0.017 0.483
4908954 65.24 0.250 0.017 0.608
4909795 89.94 1 0.250 0.017 0.858
4945858 61.90 0.250 0.017 0.358
4945867 70.51 0.250 0.017 0.000
4945872 52.00 0.250 0.017 0.000
4945877 50.00 0.250 0.017 0.358
4945909 62.50 0.250 0.017 0.000
4945920 67.07 0.250 0.017 1.108
4945924 52.37 0.250 0.017 0.233
4945926 80.00 0.250 0.017 0.608
4945929 73.55 0.250 0.017 0.608
4945938 27.44 0.250 0.017 0.108
4945943 62.27 0.250 0.017 0.733
4945944 45.67 0.250 0.017 0.108
4945954 79.31 0.250 0.017 0.733
4945966 74.91 0.250 0.017 0.233
4945982 72.17 0.250 0.017 0.858
4945983 70.00 0.250 0.017 0.483
4945984 90.00 1 0.250 0.017 0.483
4945991 80.00 0.250 0.017 0.108
4945992 71.01 0.250 0.017 0.733
4945998 63.98 0.250 0.017 0.983
4946003 60.98 0.250 0.017 0.358
4946006 71.43 0.250 0.017 0.608
4946007 75.00 0.250 0.017 0.733
4946012 43.79 0.250 0.017 0.858
4946013 66.08 0.250 0.017 0.233
4946017 75.00 0.250 0.017 0.983
4946018 40.00 0.250 0.017 0.608
4946025 62.67 0.250 0.017 0.608
4946033 75.00 0.250 0.017 0.483
4946040 64.82 0.250 0.017 0.733
4946044 40.85 0.250 0.017 0.233
4946078 73.28 0.250 0.017 0.000
4946087 70.04 0.250 0.017 0.733
4946090 89.99 1 0.250 0.017 0.733
4946093 76.72 0.250 0.017 0.733
4946118 75.00 0.250 0.017 0.858
4946120 49.60 0.250 0.017 0.608
4946207 74.36 0.250 0.017 0.000
4946217 89.99 1 0.250 0.017 0.983
4946227 68.72 0.250 0.017 0.483
4946239 79.98 0.250 0.017 0.608
4946248 58.71 0.250 0.017 0.608
4946252 60.56 0.250 0.017 0.733
4946260 73.85 0.250 0.017 0.483
4946270 80.00 0.250 0.017 0.608
4946323 15.00 0.250 0.017 0.608
<CAPTION>
(i) (xvii) (xviii)
- -------- ----------- ------------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ----------------------------- ------------------------------
<S> <C> <C>
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
</TABLE>
COUNT: 196
WAC: 7.310653579
WAM: 173.8544743
WALTV: 68.2371334
<PAGE>
EXHIBIT F-3B
[Schedule of Group II Mortgage Loans Serviced by Other Servicers]
<PAGE>
<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>
4902337 HOUSTON TX 77027 LCO 8.000 6.500 $347.80 360 1-Dec-27 $46,846.14
4902497 PHOENIX AZ 85013 MF2 8.375 6.500 $698.32 360 1-Feb-28 $91,100.68
4902509 BRIDGEPORT CT 06606 SFD 7.625 6.500 $475.64 360 1-Feb-28 $66,542.99
4902614 BATON ROUGE LA 70815 SFD 8.250 6.500 $259.19 360 1-Mar-28 $34,225.77
4902671 HOUSTON TX 77079 LCO 8.250 6.500 $192.70 360 1-Mar-28 $25,446.11
4902685 WEST JORDAN UT 84088 SFD 7.875 6.500 $1,109.36 360 1-Feb-28 $151,575.92
4902692 PORTLAND OR 97232 SFD 8.250 6.500 $683.66 360 1-Jan-28 $90,150.18
4902731 CASPER WY 82601 SFD 8.375 6.500 $690.91 360 1-Feb-28 $90,133.89
4902792 OREGON CITY OR 97045 SFD 8.000 6.500 $966.73 360 1-Mar-28 $130,649.45
4902795 SCOTTSDALE AZ 85259 SFD 8.375 6.500 $1,190.28 360 1-Mar-28 $155,386.00
4902871 VANCOUVER WA 98684 SFD 8.000 6.500 $727.16 360 1-May-28 $98,695.19
4903149 COLUMBIA FALLS MT 59912 SFD 8.125 6.500 $754.38 360 1-Jun-28 $100,985.38
4903196 PHOENIX AZ 85051 MF4 8.250 6.500 $1,094.22 360 1-May-28 $144,691.08
4903251 CENTRAL POINT OR 97502 SFD 7.875 6.500 $928.09 360 1-Jul-28 $126,873.14
4903526 SAN ANTONIO TX 78233 SFD 8.250 6.500 $253.56 360 1-Mar-28 $33,481.64
4903532 RIO RANCHO NM 87124 SFD 7.875 6.500 $757.70 360 1-Apr-28 $103,682.41
4903592 SAN JOSE CA 95131 SFD 8.125 6.500 $1,039.50 360 1-May-28 $139,055.75
4903652 SANTA MONICA CA 90404 LCO 8.000 6.500 $898.87 360 1-Apr-28 $121,565.01
4903744 TUCSON AZ 85719 THS 8.250 6.500 $875.23 360 1-May-28 $115,733.66
4903846 GALVESTON TX 77550 SFD 8.250 6.500 $439.50 360 1-Mar-28 $58,034.92
4904072 CASPER WY 82601 MF2 8.750 6.500 $619.53 360 1-Apr-28 $78,233.00
4904081 AURORA CO 80011 SFD 8.000 6.500 $290.94 360 1-Jun-28 $39,404.05
4904116 COLORADO SPRINGS CO 80916 SFD 7.500 6.500 $657.26 360 1-Jun-28 $93,356.22
4904135 BELLEVUE WA 98007 MF2 8.125 6.500 $1,677.30 360 1-May-28 $224,376.46
4904168 WEST JORDON UT 84084 SFD 7.500 6.500 $1,029.59 360 1-May-28 $146,125.96
4904253 TIGARD OR 97224 LCO 8.250 6.500 $635.57 360 1-Jun-28 $84,078.21
4904559 APACHE JUNCTION AZ 85220 SFD 7.750 6.500 $851.10 360 1-May-28 $117,936.70
4904588 BAKERFIELD CA 93312 SFD 8.125 6.500 $2,743.53 360 1-Jul-28 $367,569.64
4904650 COLORADO SPRINGS CO 80907 SFD 7.500 6.500 $685.93 360 1-May-28 $97,351.13
4904657 JAMAICA PLAIN MA 02130 MF2 8.000 6.500 $1,294.36 360 1-May-28 $175,140.16
4904667 FORT WORTH TX 76107 SFD 8.250 6.500 $165.28 360 1-Aug-28 $21,899.73
4904709 TEMPE AZ 85281 LCO 8.000 6.500 $458.97 360 1-Aug-28 $62,037.33
4904722 WATSONVILLE CA 95076 THS 7.375 6.500 $2,845.58 360 1-Sep-28 $410,089.89
4904747 MOUNTAIN VIEW CA 94041 SFD 7.500 6.500 $1,265.58 360 1-Apr-28 $179,475.31
4904788 SALT LAKE CITY UT 84102 SFD 8.500 6.500 $1,568.58 360 1-Jul-28 $202,555.34
4904804 SANDY UT 84092 SFD 7.375 6.500 $1,864.82 360 1-Sep-28 $267,525.95
4904912 PARK CITY UT 84060 SFD 7.625 6.500 $1,327.82 360 1-Sep-28 $186,745.99
4904922 EL PASO TX 79936 MF2 8.500 6.500 $588.22 360 1-Apr-28 $75,971.77
4904927 PHOENIX AZ 85016 SFD 7.875 6.500 $2,479.74 360 1-Aug-28 $340,319.66
4904936 MONTGOMERY TX 77356 SFD 8.250 6.500 $263.70 360 1-Apr-28 $34,845.08
4904953 ARLINGTON TX 76012 SFD 8.625 6.500 $420.01 360 1-Nov-27 $53,461.40
4904954 CHANDLER AZ 85248 SFD 7.750 6.500 $801.31 360 1-Aug-28 $111,286.56
4904975 WEYMOUTH MA 02190 LCO 7.875 6.500 $325.56 360 1-Sep-28 $44,609.12
4904993 BEAVERTON OR 97008 SFD 8.000 6.500 $1,350.13 360 1-May-28 $182,727.68
4904999 ELIZABETH CO 80107 SFD 8.000 6.500 $810.81 360 1-May-28 $109,735.92
4905001 HOUSTON TX 77009 SFD 8.375 6.500 $273.63 360 1-Dec-27 $35,647.39
4905024 BRUSH CO 80723 MF3 8.500 6.500 $1,089.93 360 1-Sep-28 $141,225.57
4905074 NORTHGLENN CO 80233 SFD 8.125 6.500 $464.80 360 1-Sep-28 $62,350.13
4905231 SAN ANTONIO TX 78217 SFD 8.250 6.500 $371.88 360 1-Jan-28 $49,037.74
4905271 EVERETT WA 98208 SFD 7.750 6.500 $954.26 360 1-Sep-28 $132,626.75
4905277 PROVO UT 84601 LCO 6.875 6.500 $551.16 360 1-Sep-28 $83,242.50
4905298 CASTLE DALE UT 84513 SFD 8.125 6.500 $439.56 360 1-Sep-28 $58,963.21
4905304 HOUSTON TX 77019 SFD 8.250 6.500 $534.16 360 1-Dec-27 $70,386.06
4905307 HOUSTON TX 77054 SFD 8.375 6.500 $274.39 360 1-Jun-28 $35,232.69
4905320 MESQUITE TX 75181 SFD 8.250 6.500 $608.16 360 1-Apr-28 $80,362.15
4905322 AMARILLO TX 79109 SFD 8.250 6.500 $246.42 360 1-Feb-28 $32,516.54
4905348 SPRING TX 77380 SFD 8.500 6.500 $326.02 360 1-Nov-27 $41,966.42
4905373 SOUTH BOSTON MA 02127 MF3 8.000 6.500 $957.56 360 1-Aug-28 $129,874.69
4905391 NEW ORLEANS LA 70117 MF2 8.750 6.500 $204.55 360 1-Nov-27 $25,746.97
4905408 HIDDEN HILLS CA 91302 SFD 7.500 6.500 $6,712.46 360 1-Aug-28 $954,918.30
4905433 HOUSTON TX 77054 LCO 8.250 6.500 $247.92 360 1-May-28 $32,782.92
4905435 KAMAS UT 84036 SFD 8.250 6.500 $901.52 360 1-Apr-28 $119,128.72
4905445 BEND OR 97701 MF2 8.125 6.500 $1,217.70 360 1-Mar-28 $162,663.57
4905472 HILLSBORO OR 97124 SFD 8.250 6.500 $563.45 360 1-Mar-28 $74,403.91
4905495 MESA AZ 85201 MF2 8.000 6.500 $845.30 360 1-Sep-28 $114,728.40
4905514 EDWARDS CO 81632 SFD 7.875 6.500 $2,407.23 360 1-Aug-28 $330,368.79
4905531 MESA AZ 85205 SFD 8.000 6.500 $1,045.61 360 1-Apr-28 $141,412.52
4905562 ALVIN TX 77511 SFD 8.250 6.500 $453.01 360 1-May-28 $59,903.41
4905590 RICHARDSON TX 75081 LCO 8.125 6.500 $277.33 360 1-Apr-28 $37,071.88
4905634 SCOTTSDALE AZ 85258 LCO 8.000 6.500 $882.72 360 1-Aug-28 $119,723.53
4905648 PORTLAND OR 97220 SFD 7.625 6.500 $764.06 360 1-May-28 $106,970.93
4905720 HELENA MT 59601 MF2 7.750 6.500 $851.10 360 1-Jun-28 $118,025.55
4905732 MESA AZ 85203 MF2 8.375 6.500 $1,058.40 360 1-Jul-28 $138,540.44
4905746 PHOENIX AZ 85022 LCO 7.750 6.500 $721.43 360 1-Jun-28 $100,043.55
4905756 KANSAS CITY KS 66102 SFD 8.375 6.500 $249.68 360 1-Jun-28 $32,661.07
4905815 LAGUNA NIGEL CA 92677 THS 7.625 6.500 $2,548.06 360 1-Aug-28 $358,140.94
4906100 THORNTON CO 80229 MF2 8.125 6.500 $824.17 360 1-Aug-28 $110,481.31
4906146 SALEM MA 01970 MF2 8.250 6.500 $1,081.83 360 1-May-28 $143,052.77
4906158 PARKER CO 80134 SFD 8.375 6.500 $1,327.09 360 1-Aug-28 $173,720.51
4906204 DALLAS TX 75219 LCO 8.000 6.500 $264.16 360 1-Jul-28 $35,069.57
4906362 FOUNTAIN HILLS AZ 85268 LCO 7.750 6.500 $499.70 360 1-Jul-28 $69,347.13
4906413 LAKE HAVASU CITY AZ 86403 MF4 8.750 6.500 $383.52 360 1-Jul-28 $48,519.78
4906422 NAMPA ID 83651 SFD 8.250 6.500 $507.10 360 1-Jul-28 $67,147.31
4906483 SAN JOSE CA 95123 SFD 7.875 6.500 $1,357.33 360 1-Apr-28 $183,410.47
4906518 SAN ANGELO TX 76903 SFD 8.625 6.500 $525.01 360 1-Apr-28 $66,931.24
4906636 CLACKAMAS OR 97015 SFD 7.750 6.500 $816.71 360 1-Aug-28 $113,273.16
4906647 EL MONTE CA 91731 SFD 7.875 6.500 $1,087.60 360 1-Jul-28 $149,099.89
4943466 SUNNYVALE CA 94086 SFD 7.750 6.500 $1,705.06 360 1-Sep-28 $236,975.73
4943554 DANVILLE CA 94506 SFD 7.625 6.500 $2,052.60 360 1-Oct-28 $196,602.55
4944223 FALLBROOK CA 92028 SFD 7.875 6.500 $1,943.19 360 1-Oct-28 $267,065.61
4944895 MANSFIELD MA 02048 LCO 7.750 6.500 $515.82 360 1-Jul-28 $71,265.61
4945211 PARK CITY UT 84098 SFD 8.000 6.500 $1,188.70 360 1-Aug-28 $161,121.71
4945623 BROOMFEILD CO 80020 SFD 7.500 6.500 $845.36 360 1-Feb-28 $119,688.69
4945626 SANDY UT 84093 LCO 8.375 6.500 $464.41 360 1-Feb-28 $60,585.01
4945638 LAWRENCE KS 66047 SFD 7.500 6.500 $489.46 360 1-Feb-28 $69,298.60
4945653 CHARLESTOWN MA 02129 SFD 7.875 6.500 $1,631.41 360 1-Mar-28 $223,073.27
4945682 ALAMO CA 94507 SFD 7.875 6.500 $5,022.56 360 1-Feb-28 $685,427.31
4945689 NEW YORK NY 10011 HCO 7.500 6.500 $671.25 360 1-May-28 $95,267.12
4945799 LAS VEGAS NV 89123 SFD 7.375 6.500 $640.61 360 1-Dec-27 $91,644.45
4945823 ARVADA CO 80004 LCO 8.500 6.500 $475.96 360 1-Nov-27 $61,267.02
4945835 DENVER CO 80206 SFD 8.750 6.500 $1,242.99 360 1-Dec-27 $156,564.55
4945851 LAS VEGAS NV 89117 SFD 7.750 6.500 $529.79 360 1-Dec-27 $72,607.55
4945868 FAIRFIELD CA 94533 SFD 8.000 6.500 $821.82 360 1-Oct-27 $110,651.93
4945913 LAS VEGAS NV 89117 SFD 7.750 6.500 $616.12 360 1-Dec-27 $84,612.60
4960266 SAN DIEGO CA 92037 LCO 7.750 6.500 $2,349.83 360 1-Aug-28 $326,347.78
4960272 SAN FRANCISCO CA 94109 LCO 7.500 6.500 $1,957.80 360 1-Sep-28 $278,733.55
4960376 SCOTTSDALE AZ 85258 SFD 7.250 6.500 $1,023.26 360 1-Sep-28 $149,287.25
4960635 SAN MATEO CA 94401 SFD 7.625 6.500 $1,861.50 360 1-Nov-28 $262,231.30
4960649 SAN MATEO CA 94402 SFD 7.625 6.500 $1,889.81 360 1-Nov-28 $266,219.61
4962195 HILLSBOROUGH CA 94010 SFD 7.500 6.500 $2,027.72 360 1-Sep-28 $288,688.33
4930174 STAFFORD VA 22554 PUD 7.875 6.500 $506.47 360 1-Dec-28 $69,704.82
4930182 SOUTH BOSTON MA 02127 MF3 7.750 6.500 $1,397.01 360 1-Nov-28 $194,444.10
4930193 AUSTIN TX 78759 MF2 8.375 6.500 $630.48 360 1-Nov-28 $82,741.59
4930211 APEX NC 27502 MF2 7.875 6.500 $863.56 360 1-Nov-28 $118,768.89
4930235 CINCINNATI OH 45219 MF2 8.250 6.500 $358.36 360 1-Nov-28 $47,577.06
4930307 PHILADELPHIA PA 19120 MF3 7.875 6.500 $385.02 360 1-Nov-28 $52,952.35
4930311 PHILADELPHIA PA 19124 SFD 7.750 6.500 $206.33 360 1-Nov-28 $28,717.89
4930326 PENNSAUKEN NJ 08109 MF4 8.375 6.500 $636.19 360 1-Dec-28 $83,412.78
4930334 UPPER DARBY PA 19082 MF2 7.500 6.500 $519.17 360 1-Nov-28 $73,723.73
4930343 RALEIGH NC 27608 SFD 8.125 6.500 $1,247.40 360 1-Nov-28 $167,555.92
4930345 SAUGUS MA 01906 SFD 7.375 6.500 $861.97 360 1-Dec-28 $124,513.34
4930352 QUINCY MA 02169 MF4 8.375 6.500 $1,929.07 360 1-Nov-28 $253,162.33
4930447 SOUTH BOSTON MA 02127 MF3 8.375 6.500 $1,368.14 360 1-Dec-28 $179,661.98
4930453 WEST CHESTER PA 19382 MF3 8.250 6.500 $1,217.06 360 1-Nov-28 $161,582.47
4930462 AUSTIN TX 78735 PUD 7.000 6.500 $739.16 360 1-Nov-28 $110,428.98
4930472 SOUTH BOSTON MA 2127 MF2 8.375 6.500 $1,259.82 360 1-Nov-28 $165,333.57
4930514 HASBROUCK HEIGHTS NJ 7604 SFD 7.500 6.500 $1,218.39 360 1-Nov-28 $173,727.81
4930537 BOSTON MA 2118 LCO 8.625 6.500 $658.02 360 1-Dec-28 $84,449.04
4942051 BETHESDA MD 20816 MF2 7.500 6.500 $2,181.55 360 1-Dec-28 $311,301.00
4834778 PALM COAST FL 32137 SFD 7.875 6.500 $2,144.20 240 1-May-18 $254,154.38
4834796 BOXFORD MA 01921 SFD 7.875 6.500 $1,558.90 360 1-Jun-28 $213,329.92
4834890 DILLON CO 80435 THS 8.375 6.500 $827.34 360 1-Feb-28 $107,932.66
4856615 WEATHERBY LAKE MO 64152 SFD 7.750 6.500 $845.37 360 1-Jul-28 $117,296.02
4856711 CITRUS HEIGHTS CA 95621 SFD 7.875 6.500 $695.71 360 1-Jul-28 $95,409.40
4856721 RALEIGH NC 27604 PUD 7.500 6.500 $703.76 360 1-Jul-28 $100,039.19
4856822 KIRKLAND WA 98033 SFD 7.875 6.500 $1,087.60 360 1-Jun-28 $149,046.22
4856877 HOT SPRINGS AR 71913 LCO 8.000 6.500 $484.29 360 1-Jul-28 $65,637.30
4856940 SEARCY AR 72143 SFD 7.250 6.500 $1,142.65 360 1-Jul-28 $166,432.26
4856946 DURANT IA 52747 SFD 8.125 6.500 $403.74 360 1-Jul-28 $54,083.54
4856954 COMMACK NY 11725 SFD 8.250 6.500 $1,015.72 360 1-Aug-28 $134,583.87
4857013 ALPHARETTA GA 30004 SFD 7.875 6.500 $1,044.10 360 1-Jun-28 $143,084.34
4857038 PLYMOUTH MN 55446 SFD 7.625 6.500 $1,224.48 360 1-Jun-28 $171,844.04
4857146 YONKERS NY 10705 MF3 8.125 6.500 $1,420.03 360 1-Jul-28 $190,225.08
4857155 CORPUS CHRISTI TX 78414 SFD 7.625 6.500 $1,026.73 360 1-Jul-28 $144,201.05
4857241 FT LAUDERDALE FL 33301 SFD 7.750 6.500 $1,891.33 360 1-Aug-28 $262,670.15
4857320 HUNTINGTON NY 11743 SFD 7.500 6.500 $950.60 240 1-Aug-18 $116,480.04
4857336 UPPER MARLBORO MD 20773 SFD 7.750 6.500 $1,092.53 360 1-Aug-28 $151,731.81
4857410 EL MONTE CA 91732 LCO 7.875 6.500 $278.43 360 1-Jul-28 $38,183.64
4857472 BRENTWOOD TN 37027 PUD 7.625 6.500 $884.75 360 1-Jul-28 $124,155.99
4857786 BARDSTOWN KY 40004 SFD 7.750 6.500 $1,490.14 360 1-Jul-28 $206,798.65
4857803 GLADSTONE MO 64118 SFD 7.750 6.500 $902.68 360 1-Jul-28 $125,272.28
4857814 JONESBORO AR 72404 SFD 7.875 6.500 $2,440.40 360 1-Jul-28 $334,678.84
4857823 BIRMINGHAM AL 35242 SFD 8.500 6.500 $1,222.57 360 1-Jul-28 $158,005.78
4857826 ROCKAWAY PARK NY 11694 MF2 7.375 6.500 $1,113.37 360 1-Jul-28 $160,161.54
4857829 POUGHKEEPSIE NY 12603 SFD 8.125 6.500 $754.38 360 1-Jul-28 $101,055.53
4963254 COLORADO SPRINGS CO 80907 SFD 8.500 6.500 $730.47 360 1-Feb-27 $89,682.91
4879993 ALLENSTOWN NH 03601 MF4 7.875 6.500 $835.31 240 1-Sep-18 $99,739.88
4880017 PITTSFIELD MA 01201 MF4 8.625 6.500 $385.01 360 1-Sep-28 $49,321.45
4880023 PANAMA CITY FL 32404 SFD 7.750 6.500 $353.91 360 1-Sep-28 $49,187.38
4880136 CARY NC 27513 SFD 7.625 6.500 $1,002.24 360 1-Aug-28 $140,868.74
4880303 LIVINGSTON NJ 07039 MF2 8.625 6.500 $1,555.58 360 1-Aug-28 $199,155.42
4880312 SMYRNA GA 30080 SFD 8.000 6.500 $383.03 360 1-Sep-28 $51,986.29
4880445 ENFIELD CT 06082 MF4 8.625 6.500 $728.02 360 1-Aug-28 $93,204.65
4880446 NEW BRITAIN CT 06050 SFD 8.625 6.500 $280.71 360 1-Aug-28 $35,937.55
4880468 RICHMOND VA 23228 SFD 8.250 6.500 $442.88 360 1-Aug-28 $58,426.12
4880512 PANAMA CITY FL 32404 SFD 7.750 6.500 $254.33 360 1-Sep-28 $35,347.20
4880534 LAMONT CA 93241 SFD 7.875 6.500 $431.42 360 1-Aug-28 $59,185.34
4880585 PANAMA CITY FL 32404 SFD 7.750 6.500 $254.33 360 1-Sep-28 $35,347.20
4880590 PORTSMOUTH VA 23701 SFD 8.125 6.500 $374.22 360 1-Sep-28 $50,198.81
4880623 WALKERTON VA 23009 MF2 8.125 6.500 $500.45 360 1-Aug-28 $67,084.98
4880635 ST JOSEPH MO 65401 MF3 8.625 6.500 $381.12 360 1-Aug-28 $48,793.06
4880686 MILLVILLE NJ 08332 MF2 8.500 6.500 $539.78 360 1-Sep-28 $69,940.26
4880724 DALLAS TX 75240 LCO 7.500 6.500 $464.28 360 1-Aug-28 $65,619.52
4880754 TOLEDO OH 43611 SFD 7.750 6.500 $402.99 360 1-Aug-28 $55,966.60
4880767 INDIANAPOLIS IN 46226 SFD 8.625 6.500 $559.24 360 1-Aug-28 $71,596.31
4880785 BUFFALO NY 14216 SFD 8.250 6.500 $252.43 360 1-Aug-28 $33,446.84
4880802 PHEONIX AZ 85014 MF4 8.500 6.500 $384.46 360 1-Mar-28 $49,621.99
4880818 BRIDGEPORT CT 06606 MF3 8.625 6.500 $525.01 360 1-Aug-28 $67,214.94
4880861 LANCASTER PA 17603 MF3 7.875 6.500 $420.55 360 1-Aug-28 $57,714.97
4880874 SYLVANIA OH 43560 LCO 8.125 6.500 $467.04 360 1-Sep-28 $62,648.86
4880897 PITTSFIELD MA 01201 SFD 8.625 6.500 $420.01 360 1-Sep-28 $53,805.23
4880898 FAIRFIELD AL 35064 SFD 8.250 6.500 $287.36 360 1-Aug-28 $38,071.81
4880956 PORTSMOUTH VA 23703 SFD 8.250 6.500 $829.40 360 1-Aug-28 $109,896.93
4880968 PROVIDENCE RI 02906 SFD 8.500 6.500 $884.26 360 1-Aug-28 $114,501.77
4881004 LANTANA FL 33462 MF3 8.625 6.500 $629.24 360 1-Aug-28 $80,558.31
4881036 SIMPSONVILLE SC 29681 SFD 7.750 6.500 $1,085.66 360 1-Aug-28 $150,776.59
4881037 PHILADELPHIA PA 19136 SFD 8.625 6.500 $311.50 360 1-Aug-28 $39,875.80
4881073 BURLINGTON VT 05401 SFD 8.250 6.500 $1,171.98 360 1-Aug-28 $155,289.12
4881129 NORTH HOLLYWOOD CA 91606 SFD 7.250 6.500 $990.52 360 1-Sep-28 $144,510.04
4881222 COOPER CITY FL 33330 PUD 8.500 6.500 $384.46 360 1-Jul-28 $49,751.57
4881299 LAKEWOOD OH 44107 MF4 8.000 6.500 $736.34 360 1-Sep-28 $99,912.70
4881364 PATERSON NJ 07440 MF3 8.625 6.500 $770.02 360 1-Aug-28 $98,581.86
4881371 MOUNDSVIEW MN 55112 MF4 8.500 6.500 $1,064.95 360 1-Aug-28 $137,892.40
4881380 WASHINGTON DC 20020 LCO 8.750 6.500 $314.37 360 1-Aug-28 $39,795.48
4881392 SPRINGFIELD MA 01104 MF2 8.375 6.500 $454.53 360 1-Sep-28 $59,573.01
4881418 MILTON VT 05468 SFD 8.500 6.500 $848.89 360 1-Aug-28 $108,997.67
4881426 RICHMOND VA 23228 SFD 7.875 6.500 $450.27 360 1-Aug-28 $61,794.87
4881443 RICHMOND VA 23228 SFD 7.875 6.500 $456.80 360 1-Aug-28 $62,690.43
4881525 LEE'S SUMMIT MO 64063 MF2 8.375 6.500 $567.02 360 1-Aug-28 $74,268.51
4881555 ST LOUIS MO 63116 MF2 8.625 6.500 $406.01 360 1-Aug-28 $51,979.53
4881936 ALLENSTOWN NH 03601 MF4 7.875 6.500 $835.31 240 1-Sep-18 $99,739.88
4881940 HOLYOKE MA 01040 SFD 8.625 6.500 $105.01 360 1-Aug-28 $13,442.93
4881943 BRONX NY 10463 MF2 8.125 6.500 $668.25 360 1-Aug-28 $89,579.39
4881995 WILTON MANORS FL 33311 MF2 8.125 6.500 $860.71 360 1-Aug-28 $115,378.23
4887676 WICHITA KS 67207 MF4 8.625 6.500 $455.01 360 1-Aug-28 $58,252.93
4887694 GROSSE POINTE FARMS MI 48236 SFD 7.625 6.500 $1,734.10 360 1-Aug-28 $243,215.41
4881067 KISSIMMEE FL 34758 PUD 8.375 6.500 $731.57 360 1-Aug-28 $95,822.36
4962743 MALIBU CA 90265 MF2 7.125 6.500 $4,177.05 360 1-Nov-28 $617,999.04
$26,241,105.32
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii)
- -------- ----- ------- --------- ------- -------- ------- -------- --------------------------- ---------------------------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED NMI
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED LOAN
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD SERVICER SELLER
- -------- ----- ------- --------- ------- -------- ------- -------- --------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4902337 94.99 11 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902497 75.00 0.25 0.017 1.608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902509 80.00 0.25 0.017 0.858 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902614 72.63 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902671 95.00 06 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902685 85.00 11 0.25 0.017 1.108 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902692 70.00 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902731 90.00 13 0.25 0.017 1.608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902792 85.00 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902795 90.00 05 0.25 0.017 1.608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4902871 89.97 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903149 78.15 0.25 0.017 1.358 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903196 89.36 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903251 73.14 0.25 0.017 1.108 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903526 90.00 06 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903532 95.00 11 0.25 0.017 1.108 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903592 63.35 0.25 0.017 1.358 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903652 70.00 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903744 77.67 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903846 90.00 06 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904072 90.00 13 0.25 0.017 1.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904081 65.00 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904116 94.00 06 0.25 0.017 0.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904135 90.00 11 0.25 0.017 1.358 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904168 95.00 13 0.25 0.017 0.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904253 90.00 06 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904559 90.00 13 0.25 0.017 0.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904588 94.99 06 0.25 0.017 1.358 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904650 90.00 01 0.25 0.017 0.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904657 69.18 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904667 88.00 06 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904709 90.00 13 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904722 80.00 0.25 0.017 0.608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904747 79.74 0.25 0.017 0.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904788 79.07 0.25 0.017 1.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904804 75.00 0.25 0.017 0.608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904912 70.00 0.25 0.017 0.858 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904922 90.00 06 0.25 0.017 1.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904927 95.00 11 0.25 0.017 1.108 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904936 90.00 06 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904953 90.00 06 0.25 0.017 1.858 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904954 89.96 13 0.25 0.017 0.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904975 89.98 17 0.25 0.017 1.108 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904993 80.00 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904999 81.85 13 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905001 90.00 06 0.25 0.017 1.608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905024 90.00 13 0.25 0.017 1.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905074 74.97 0.25 0.017 1.358 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905231 90.00 06 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905271 90.00 06 0.25 0.017 0.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905277 67.12 0.25 0.017 0.108 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905298 75.90 0.25 0.017 1.358 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905304 90.00 06 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905307 95.00 06 0.25 0.017 1.608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905320 89.95 06 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905322 89.86 06 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905348 89.94 06 0.25 0.017 1.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905373 90.00 11 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905391 53.06 0.25 0.017 1.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905408 60.00 0.25 0.017 0.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905433 78.57 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905435 75.00 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905445 84.97 06 0.25 0.017 1.358 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905472 48.39 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905495 90.00 11 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905514 80.00 0.25 0.017 1.108 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905531 77.03 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905562 90.00 06 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905590 90.00 13 0.25 0.017 1.358 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905634 89.98 13 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905648 85.00 33 0.25 0.017 0.858 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905720 90.00 11 0.25 0.017 0.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905732 89.99 11 0.25 0.017 1.608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905746 89.96 11 0.25 0.017 0.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905756 90.00 06 0.25 0.017 1.608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905815 94.76 0.25 0.017 0.858 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906100 72.55 0.25 0.017 1.358 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906146 90.00 13 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906158 90.00 13 0.25 0.017 1.608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906204 90.00 06 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906362 90.00 13 0.25 0.017 0.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906413 34.82 0.25 0.017 1.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906422 90.00 11 0.25 0.017 1.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906483 65.00 0.25 0.017 1.108 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906518 90.00 06 0.25 0.017 1.858 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906636 60.64 0.25 0.017 0.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906647 68.18 0.25 0.017 1.108 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4943466 70.00 0.25 0.017 0.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4943554 50.09 0.25 0.017 0.858 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944223 65.37 0.25 0.017 1.108 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944895 90.00 0.25 0.017 0.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945211 68.07 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945623 70.09 0.25 0.017 0.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945626 65.00 0.25 0.017 1.608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945638 63.64 0.25 0.017 0.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945653 60.00 0.25 0.017 1.108 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945682 79.62 0.25 0.017 1.108 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945689 80.00 0.25 0.017 0.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945799 79.96 0.25 0.017 0.608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945823 77.38 0.25 0.017 1.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945835 61.96 0.25 0.017 1.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945851 65.30 0.25 0.017 0.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945868 80.00 0.25 0.017 1.233 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4945913 72.58 0.25 0.017 0.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960266 52.23 0.25 0.017 0.983 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960272 52.83 0.25 0.017 0.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960376 50.17 0.25 0.017 0.483 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960635 66.58 0.25 0.017 0.858 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4960649 66.75 0.25 0.017 0.858 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962195 26.36 0.25 0.017 0.733 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4930174 81.22 06 0.25 0.017 1.108 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930182 53.72 0.25 0.017 0.983 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930193 70.00 0.25 0.017 1.608 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930211 89.21 12 0.25 0.017 1.108 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930235 85.18 12 0.25 0.017 1.483 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930307 90.00 06 0.25 0.017 1.108 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930311 90.00 12 0.25 0.017 0.983 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930326 88.11 12 0.25 0.017 1.608 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930334 90.00 12 0.25 0.017 0.733 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930343 75.34 0.25 0.017 1.358 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930345 78.99 0.25 0.017 0.608 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930352 89.68 12 0.25 0.017 1.608 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930447 82.57 12 0.25 0.017 1.608 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930453 85.26 06 0.25 0.017 1.483 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930462 73.09 0.25 0.017 0.233 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930472 74.33 0.25 0.017 1.608 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930514 85.00 17 0.25 0.017 0.733 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4930537 82.94 12 0.25 0.017 1.858 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4942051 80.00 0.25 0.017 0.733 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4834778 75.00 0.25 0.017 1.108 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4834796 50.59 0.25 0.017 1.108 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4834890 70.00 0.25 0.017 1.608 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856615 78.67 0.25 0.017 0.983 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856711 80.03 0.25 0.017 1.108 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856721 85.30 0.25 0.017 0.733 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856822 71.43 0.25 0.017 1.108 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856877 60.00 0.25 0.017 1.233 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856940 59.40 0.25 0.017 0.483 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856946 75.00 0.25 0.017 1.358 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4856954 80.00 0.25 0.017 1.483 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857013 90.00 13 0.25 0.017 1.108 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857038 78.64 0.25 0.017 0.858 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857146 86.15 0.25 0.017 1.358 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857155 78.84 0.25 0.017 0.858 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857241 80.00 0.25 0.017 0.983 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857320 53.64 0.25 0.017 0.733 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857336 78.21 0.25 0.017 0.983 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857410 80.00 0.25 0.017 1.108 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857472 73.92 0.25 0.017 0.858 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857786 80.00 0.25 0.017 0.983 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857803 69.61 0.25 0.017 0.983 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857814 55.86 0.25 0.017 1.108 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857823 75.00 0.25 0.017 1.733 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857826 94.82 11 0.25 0.017 0.608 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4857829 80.00 0.25 0.017 1.358 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4963254 59.38 0.25 0.017 1.733 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4879993 70.00 0.25 0.017 1.108 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880017 90.00 11 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880023 62.14 0.25 0.017 0.983 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880136 80.00 0.25 0.017 0.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880303 80.00 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880312 90.00 11 0.25 0.017 1.233 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880445 90.00 11 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880446 60.15 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880468 90.00 11 0.25 0.017 1.483 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880512 73.96 0.25 0.017 0.983 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880534 85.00 11 0.25 0.017 1.108 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880585 73.96 0.25 0.017 0.983 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880590 76.48 0.25 0.017 1.358 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880623 89.99 13 0.25 0.017 1.358 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880635 70.00 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880686 90.00 33 0.25 0.017 1.733 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880724 94.99 11 0.25 0.017 0.733 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880754 88.58 06 0.25 0.017 0.983 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880767 89.99 06 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880785 80.00 0.25 0.017 1.483 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880802 71.43 0.25 0.017 1.733 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880818 90.00 11 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880861 79.45 0.25 0.017 1.108 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880874 67.63 0.25 0.017 1.358 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880897 90.00 11 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880898 86.93 06 0.25 0.017 1.483 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880956 80.00 0.25 0.017 1.483 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880968 65.71 0.25 0.017 1.733 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881004 89.89 13 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881036 80.00 0.25 0.017 0.983 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881037 90.00 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881073 75.73 0.25 0.017 1.483 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881129 80.00 0.25 0.017 0.483 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881222 54.35 0.25 0.017 1.733 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881299 90.00 06 0.25 0.017 1.233 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881364 90.00 11 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881371 86.56 11 0.25 0.017 1.733 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881380 80.00 0.25 0.017 1.983 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881392 69.53 0.25 0.017 1.608 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881418 80.00 0.25 0.017 1.733 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881426 90.00 06 0.25 0.017 1.108 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881443 90.00 06 0.25 0.017 1.108 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881525 89.99 11 0.25 0.017 1.608 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881555 90.00 11 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881936 70.00 0.25 0.017 1.108 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881940 90.00 11 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881943 90.00 11 0.25 0.017 1.358 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881995 88.49 11 0.25 0.017 1.358 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887676 90.00 11 0.25 0.017 1.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887694 65.33 0.25 0.017 0.858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881067 77.62 0.25 0.017 1.608 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4962743 60.49 0.25 0.017 0.358 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
</TABLE>
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:
a) 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.
b) 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.
c) 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.
d) 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.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument
to be executed on its behalf, pursuant to authority of its Board of Directors,
by its [Title of Officer] this ___ day of , 19 __.
[NAME OF PURCHASER]
By:
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or proved
to me to be the same person who executed the foregoing instrument and to be the
[Title of Officer], of the Purchaser, and acknowledged to me that he [she]
executed the same as his [her] free act and deed and the free act and deed of
the Purchaser.
Subscribed and sworn before me this __ day of ___________, 19 __.
Notary Public
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class 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:
1. 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.
2. 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.
3. [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.]
4. 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.
5. 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).
6. 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.
1. 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.
2. 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.
3. 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.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement
to be validly executed by its duly authorized representative as of the day and
the year first above written.
[PURCHASER]
By:
Its:
<PAGE>
EXHIBIT K
NORWEST 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:
a. 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.
b. 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,
______________________________
______________________________
______________________________
Attention: ___________________
Section 4.05 SEVERABILITY OF PROVISIONS
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 SUCCESSORS AND ASSIGNS
The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such
provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07 ARTICLE AND SECTION HEADINGS
The article and section headings herein are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
Section 4.08 CONFIDENTIALITY
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director, employee,
affiliate or independent contractor acting at such party's direction will
disclose the terms of Section 4.09 of this Agreement to any person or entity
other than such party's legal counsel except pursuant to a final, non-appealable
order of court, the pendency of such order the other party will have received
notice of at least five business days prior to the date thereof, or pursuant to
the other party's prior express written consent.
Section 4.09 INDEMNIFICATION
The Purchaser agrees to indemnify and hold harmless the Company, the Seller, and
each Servicer and each person who controls the Company, the Seller, or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Norwest Bank Minnesota, National Association
By:
Name:
Title:
By:
Name:
Title:
