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: May 26, 1999
(Date of earliest event reported)
Commission File No. 333-65481
Norwest Asset Securities Corporation
- --------------------------------------------------------------------------------
Delaware 52-1972128
- -------------------------------------- -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification
No.)
7485 New Horizon Way, Frederick, Maryland 21703
- ----------------------------------------------------- ----------------------
Address of principal executive offices (Zip Code)
(301) 846-8881
- --------------------------------------------------------------------------------
Registrant's Telephone Number, including area code
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>
-4-
Document2
ITEM 5. Other Events
On May 26, 1999, Norwest Asset Securities Corporation, a Delaware corporation
(the "Registrant"), sold Mortgage Pass-Through Certificates, Series 1999-17,
Class A-1, Class A-2, Class A-3, Class A-4, Class A-R, Class B-1, Class B-2 and
Class B-3 (the "Offered Certificates"), having an aggregate original principal
balance of $222,362,000.00. The Offered Certificates were issued pursuant to a
Pooling and Servicing Agreement, dated as of May 26, 1999, among the Registrant,
Norwest Bank Minnesota, National Association, as master servicer (the "Master
Servicer" or "Norwest Bank"), United States Trust Company of New York, as
trustee and First Union National Bank, as trust administrator (the "Agreement"),
a copy of which is filed as an exhibit hereto. Mortgage Pass-Through
Certificates, Series 1999-17, Class A-PO Certificates, having an aggregate
initial principal balance of $1,663,497.87, and Class B-4, Class B-5 and Class
B-6 Certificates, having an aggregate initial principal balance of $1,126,103.87
(the "Private Class B Certificates" and, together with the Class A-PO
Certificates and the Offered Certificates, the "Certificates"), were also issued
pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates evidenced an
approximate 98.76% 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,
originated in connection with the relocation of employees by various corporate
employers that participated in the relocation program of Norwest Mortgage, Inc.
and of employees of various non-participant employees. The remaining undivided
interests in the Trust Estate are evidenced by the Class A-PO and Private Class
B Certificates. Distributions on the Private Class B Certificates are
subordinated to distributions on the Offered Certificates and the Class A-PO
Certificates.
Interest on the Offered Certificates (other than the Class A-4 Certificates)
will be distributed on each Distribution Date (as defined in the Agreement).
Monthly distributions in reduction of the principal balance of the Offered
Certificates will be allocated to the Offered Certificates in accordance with
the priorities set forth in the Agreement. Distributions of interest and in
reduction of principal balance on any Distribution Date will be made to the
extent that the Pool Distribution Amount is sufficient therefor.
An election will be made to treat the Trust Estate as a REMIC for federal income
tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-PO, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates will be treated as "regular interests" in the REMIC and the Class
A-R Certificate will be treated as the "residual interest" in the REMIC.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
(EX-4) Pooling and Servicing Agreement, dated as
of May 26, 1999, among Norwest Asset
Securities Corporation, Norwest Bank
Minnesota, National Association, United
States Trust Company of New York, as
trustee and First Union National Bank, as
trust administrator.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
May 26, 1999 /s/ Alan S. McKenney
-----------------------------------
Alan S. McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
(EX-4) Pooling and Servicing E
Agreement, dated as of May 26,
1999 among Norwest Asset
Securities Corporation,
Norwest Bank Minnesota,
National Association, United
States Trust Company of New
York, as trustee and First
Union National Bank, as trust
administrator.
-------------------------------------------------------------------
NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of May 26, 1999
$225,151,601.74
Mortgage Pass-Through Certificates
Series 1999-17
-----------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
Section 1.01 Definitions..................................................
Section 1.02 Acts of Holders..............................................
Section 1.03 Effect of Headings and Table of Contents.....................
Section 1.04 Benefits of Agreement........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.................................
Section 2.02 Acceptance by Trust Administrator............................
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller..................................................
Section 2.04 Execution and Delivery of Certificates.......................
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date...........................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE;
SERVICING OF THE MORTGAGE LOANS
Section 3.01 Certificate Account..........................................
Section 3.02 Permitted Withdrawals from the Certificate Account...........
Section 3.03 Advances by Master Servicer and Trust Administrator..........
Section 3.04 Trust Administrator to Cooperate; Release of Owner
Mortgage Loan Files.........................................
Section 3.05 Reports to the Trustee and Trust Administrator; Annual
Compliance Statements.......................................
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan........................................................
Section 3.07 Amendments to Servicing Agreements, Modification of
Standard Provisions.........................................
Section 3.08 Oversight of Servicing.......................................
Section 3.09 Termination and Substitution of Servicing Agreements.........
Section 3.10 Application of Net Liquidation Proceeds......................
Section 3.11 1934 Act Reports.............................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions................................................
Section 4.02 Allocation of Realized Losses................................
Section 4.03 Paying Agent.................................................
Section 4.04 Statements to Certificateholders; Report to the Trust
Administrator, Ambac and the Seller.........................
Section 4.05 Reports to Mortgagors and the Internal Revenue Service.......
Section 4.06 Reserve Fund.................................................
Section 4.07 Distributions in Reduction of the Class A-3 Certificates.....
Section 4.08 Policy Matters...............................................
Section 4.09 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer..............................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.............................................
Section 5.02 Registration of Certificates.................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.04 Persons Deemed Owners........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses....
Section 5.06 Maintenance of Office or Agency..............................
Section 5.07 Definitive Certificates......................................
Section 5.08 Notices to Clearing Agency...................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer..............
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer....................................................
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others.........................................
Section 6.04 Resignation of the Master Servicer...........................
Section 6.05 Compensation to the Master Servicer..........................
Section 6.06 Assignment or Delegation of Duties by Master Servicer........
Section 6.07 Indemnification of Trustee, Trust Administrator and
Seller by Master Servicer...................................
Section 6.08 Master Servicer Covenants Concerning Year 2000 Compliance....
ARTICLE VII
DEFAULT
Section 7.01 Events of Default............................................
Section 7.02 Other Remedies of Trustee....................................
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.....................................
Section 7.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default.......................................
Section 7.05 Trust Administrator to Act; Appointment of Successor.........
Section 7.06 Notification to Certificateholders...........................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator................
Section 8.02 Certain Matters Affecting the Trustee and the Trust
Administrator...............................................
Section 8.03 Neither Trustee nor Trust Administrator Required to Make
Investigation...............................................
Section 8.04 Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans..............................
Section 8.05 Trustee and Trust Administrator May Own Certificates.........
Section 8.06 The Master Servicer to Pay Fees and Expenses.................
Section 8.07 Eligibility Requirements.....................................
Section 8.08 Resignation and Removal......................................
Section 8.09 Successor....................................................
Section 8.10 Merger or Consolidation......................................
Section 8.11 Authenticating Agent.........................................
Section 8.12 Separate Trustees and Co-Trustees............................
Section 8.13 Appointment of Custodians....................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions................
Section 8.15 Monthly Advances.............................................
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance............
Section 8.17 Trust Administrator Covenants Concerning Year 2000
Compliance..................................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation of
All Mortgage Loans..........................................
Section 9.02 Additional Termination Requirements..........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment....................................................
Section 10.02 Recordation of Agreement.....................................
Section 10.03 Limitation on Rights of Certificateholders...................
Section 10.04 Governing Law; Jurisdiction..................................
Section 10.05 Notices......................................................
Section 10.06 Severability of Provisions...................................
Section 10.07 Special Notices to Rating Agencies and Ambac.................
Section 10.08 Covenant of Seller...........................................
Section 10.09 Recharacterization...........................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate..............................
Section 11.02 Cut-Off Date.................................................
Section 11.03 Cut-Off Date Aggregate Principal Balance.....................
Section 11.04 Original Class A Percentage..................................
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates................................................
Section 11.06 Original Class A Non-PO Principal Balance....................
Section 11.07 Original Subordinated Percentage.............................
Section 11.08 Original Class B-1 Percentage................................
Section 11.09 Original Class B-2 Percentage................................
Section 11.10 Original Class B-3 Percentage................................
Section 11.11 Original Class B-4 Percentage................................
Section 11.12 Original Class B-5 Percentage................................
Section 11.13 Original Class B-6 Percentage................................
Section 11.14 Original Class B Principal Balance...........................
Section 11.15 Original Principal Balances of the Classes of Class B
Certificates................................................
Section 11.16 Original Class B-1 Fractional Interest.......................
Section 11.17 Original Class B-2 Fractional Interest.......................
Section 11.18 Original Class B-3 Fractional Interest.......................
Section 11.19 Original Class B-4 Fractional Interest.......................
Section 11.20 Original Class B-5 Fractional Interest.......................
Section 11.21 Closing Date.................................................
Section 11.22 Right to Purchase............................................
Section 11.23 Wire Transfer Eligibility....................................
Section 11.24 Single Certificate...........................................
Section 11.25 Servicing Fee Rate...........................................
Section 11.26 Master Servicing Fee Rate....................................
Section 11.27 Ambac Contact Person.........................................
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1999-17 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Other
Servicers
EXHIBIT G - Request for Release EXHIBIT H - Affidavit Pursuant
to Section 860E(e)(4) of the Internal Revenue Code of
1986, as amended, and for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
EXHIBIT N - Policy
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
<PAGE>
This Pooling and Servicing Agreement, dated as of May 26, 1999
executed by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee and FIRST UNION NATIONAL BANK, as Trust Administrator.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer, the Trustee and the Trust Administrator agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates and (ii) the principal portion of all
Realized Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the month preceding such
Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (y) the principal portion of any Realized Loss (other than a Debt
Service Reduction) incurred on such Mortgage Loan from the Cut-Off Date through
the end of the month preceding such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance and Class B Principal Balance as of
the related Determination Date and (B) the sum of (i) the sum of the Class A
Principal Balance and Class B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a) for such Distribution Date without regard to the
provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution Date,
the aggregate amount distributable to the Classes of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a) on
such Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
all the Classes of Class A Certificates.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the
aggregate amount of Foreclosure Profits with respect to all of the Mortgage
Loans.
Agreement: This Pooling and Servicing Agreement and all
amendments and supplements hereto.
Ambac: Ambac Assurance Corporation, a Wisconsin-domiciled stock
insurance company, or any successor thereto.
Ambac Contact Person: The officer designated by the Master
Servicer to provide information to Ambac pursuant to Section 4.08(g). The
initial Ambac Contact Person is appointed in Section 11.27.
Ambac Default: The existence and continuance of any of the
following:
(a) Ambac fails to make a payment required under a policy in
accordance with its terms;
(b) Ambac (A) files any petition or commences any case or proceeding
under any provision or similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (B)
makes a general assignment for the benefit of its creditors, or (C) has an
order for relief entered against it under the United States Bankruptcy
code or any similar federal or state law relating to insolvency,
bankruptcy, rehabilitation, liquidation or reorganization which is final
and nonappealable; or
(c) a court of competent jurisdiction, the New York Department of
Insurance or other competent regulatory authority enters a final and
nonappealable order, judgment or decree (1) appointing a custodian,
trustee, agent or receiver for Ambac or for all or any material portion of
its property or (2) authorizing the taking of possession by a custodian,
trustee, agent or receiver of Ambac (or the taking of possession of all or
any material portion of the property of Ambac).
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the
Trust Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution Date,
the sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trust Administrator in writing
that such Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by such Servicer
without giving effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 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) (or, in the case of the Class A-3 Certificates, without
giving effect to the guaranty provided by Ambac) by either Rating Agency minus
(2) the aggregate amount of Bankruptcy Losses allocated solely to the Class B
Certificates in accordance with Section 4.02(a) since the Relevant Anniversary.
On and after the Cross-Over Date the Bankruptcy Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates and Class A-3 Certificates, beneficial ownership and transfers
of which shall be evidenced by, and made through, book entries by the Clearing
Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and
maintained by the Master Servicer in the name of the Master Servicer on
behalf of the Trustee pursuant to Section 3.01. The Certificate Account
shall be an Eligible Account.
Certificate Register and Certificate Registrar: Respectively,
the register maintained pursuant to and the registrar provided for in
Section 5.02. The initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-PO
Certificates or Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-4 and Class A-PO
Certificates), the amount distributable to such Class of Class A Certificates
pursuant to Paragraphs first, second and third clause (A) of Section 4.01(a). As
to the Class A-4 Certificates, the amount distributable to such Class pursuant
to Paragraph third clause (A) of Section 4.01(a). As to any Distribution Date
and the Class A-PO Certificates, the amount distributable to the Class A-PO
Certificates pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a) on such Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date,
the rate per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-PO Certificates), the
percentage calculated by dividing the Interest Accrual Amount of such Class
(determined without regard to clause (ii) of the definition thereof) by the sum
of (a) the Class A Interest Accrual Amount (determined without regard to clause
(ii) of the definition of each Interest Accrual Amount) and (b) the Premium
Payment (determined without regard to clause (ii) of the definition of Premium
Payment).
Class A Interest Shortfall Amount: As to any Distribution Date and
any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
Class A Loss Denominator: As to any Determination Date, an
amount equal to the Class A Non-PO Principal Balance.
Class A Loss Percentage: As to any Determination Date and any Class
of Class A Certificates (other than the Class A-PO Certificates) then
outstanding, the percentage calculated by dividing the Principal Balance of such
Class by the Class A Loss Denominator (determined without regard to any such
Principal Balance of any Class of Class A Certificates not then outstanding), in
each case determined as of the preceding Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfalls, (iii) the Premium Payment, (iv)
the Premium Unpaid Shortfall and (v) the Class A Non-PO Optimal Principal
Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y)
the sum of:
(i) the Class A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage Loan
during the Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month of
such Distribution Date, was repurchased by the Seller pursuant to Section 2.02
or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan during
the month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the Trust
Administrator in respect of such defective Mortgage Loan.
Class A Non-PO Principal Balance: As of any date, an amount equal to
the Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution
Date, will be equal to the amount distributed pursuant to Paragraph third clause
(A) of Section 4.01(a).
Class A Pass-Through Rate: As to the Class A-1, Class A-2 and Class
A-R Certificates, the Class A Fixed Pass-Through Rate. As to the Class A-3
Certificates, 6.750% per annum. The Class A-4 and Class A-PO Certificates are
not entitled to interest and have no Class A Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on or
prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in May 2004, 100%. As to any Distribution Date
subsequent to May 2004 to and including the Distribution Date in May 2005, the
Class A Percentage as of such Distribution Date plus 70% of the Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to May 2005 to and including the Distribution Date in May 2006, the Class A
Percentage as of such Distribution Date plus 60% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to May 2006
to and including the Distribution Date in May 2007, the Class A Percentage as of
such Distribution Date plus 40% of the Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to May 2007 to and
including the Distribution Date in May 2008, the Class A Percentage as of such
Distribution Date plus 20% of the Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to May 2008, the Class
A Percentage as of such Distribution Date. The foregoing is subject to the
following: (i) if the aggregate distribution to Holders of Class A Certificates
on any Distribution Date of the Class A Prepayment Percentage provided above of
(a) Unscheduled Principal Receipts distributable on such Distribution Date would
reduce the Class A Non-PO Principal Balance below zero, the Class A Prepayment
Percentage for such Distribution Date shall be the percentage necessary to bring
the Class A Non-PO Principal Balance to zero and thereafter the Class A
Prepayment Percentage shall be zero and (ii) if the Class A Percentage as of any
Distribution Date is greater than the Original Class A Percentage, the Class A
Prepayment Percentage for such Distribution Date shall be 100%. Notwithstanding
the foregoing, with respect to any Distribution Date on which the following
criteria are not met, the reduction of the Class A Prepayment Percentage
described in the second through sixth sentences of this definition of Class A
Prepayment Percentage shall not be applicable with respect to such Distribution
Date. In such event, the Class A Prepayment Percentage for such Distribution
Date will be determined in accordance with the applicable provision, as set
forth in the first through fifth sentences above, which was actually used to
determine the Class A Prepayment Percentage for the Distribution Date occurring
in the May preceding such Distribution Date (it being understood that for the
purposes of the determination of the Class A Prepayment Percentage for the
current Distribution Date, the current Class A Percentage and Subordinated
Percentage shall be utilized). In order for the reduction referred to in the
second through sixth sentences to be applicable, with respect to any
Distribution Date (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Mortgage
Loans that were delinquent 60 days or more (including for this purpose any
payments due with respect to Mortgage Loans in foreclosure and REO Mortgage
Loans) must be less than 50% of the current Class B Principal Balance and (b)
cumulative Realized Losses shall not exceed (1) 30% of the Original Class B
Principal Balance if such Distribution Date occurs between and including June
2004 and May 2005 (2) 35% of the Original Class B Principal Balance if such
Distribution Date occurs between and including June 2005 and May 2006, (3) 40%
of the Original Class B Principal Balance if such Distribution Date occurs
between and including June 2006 and May 2007, (4) 45% of the Original Class B
Principal Balance if such Distribution Date occurs between and including June
2007 and May 2008, and (5) 50% of the Original Class B Principal Balance if such
Distribution Date occurs during or after June 2008. With respect to any
Distribution Date on which the Class A Prepayment Percentage is reduced below
the Class A Prepayment Percentage for the prior Distribution Date, the Master
Servicer shall certify to the Trust Administrator, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
Class A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-PO
Certificates and Class A-R Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
any Class of Class A Certificates, the amount, if any, by which the aggregate of
the Class A Interest Shortfall Amounts for such Class for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a).
Class A-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-1 and
Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a
Class A-1 Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-2 and
Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a
Class A-2 Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-3 and
Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a
Class A-3 Certificate.
Class A-3 Distribution Deficiency: With respect to the Class A-3
Certificates on each Distribution Date, the sum of (i) the Class A-3 Interest
Loss Amount for such Distribution Date and (ii) the Class A-3 Principal Loss
Amount for such Distribution.
Class A-3 Interest Loss Amount: As to any Distribution Date, the
excess, if any, of (i) the Interest Accrual Amount of the Class A-3 Certificates
(determined without regard to clause (ii) of the definition thereof), net of any
Non-Supported Interest Shortfalls allocated to the Class A-3 Certificates that
are covered by the Reserve Fund over (ii) the amount available to be distributed
in respect of the Class A-3 Certificates on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
Class A-3 Principal Loss Amount: As to any Distribution Date, the
sum of, without duplication, (i) the Class A Loss Percentage of the Class A-3
Certificates of the principal portion of Realized Losses allocated to the Class
A Certificates (other than the Class A-PO Certificates) with respect to such
Distribution Date pursuant to Section 4.02(b) and (ii) any amount allocated to
the Class A-3 Certificates after the Cross-Over Date with respect to such
Distribution Date pursuant to the third sentence in the definition of Principal
Balance of the Class A-3 Certificates.
Class A-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-4 and
Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a
Class A-4 Certificate.
Class A-PO Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-PO and
Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a
Class A-PO Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Mortgage Loan,
less (B) if the Bankruptcy Loss Amount has been reduced to zero, the principal
portion of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each applicable
type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by the Seller during such preceding month pursuant to Section 2.02
or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage
Loan substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs over the unpaid principal balance
of such defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the
Class A-R Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
Class B Interest Percentage: As to any Distribution Date and any
Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: As to any Determination Date and any Class
of Class B Certificates then outstanding, the percentage calculated by dividing
the Principal Balance of such Class B by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Pass-Through Rate: As to any Distribution Date, 6.250%
per annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-1 and
Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a
Class B-1 Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month of
such Distribution Date, was repurchased by the Seller pursuant to Section 2.02
or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan during
the month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the Trust
Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-2 and
Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a
Class B-2 Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month of
such Distribution Date, was repurchased by the Seller pursuant to Section 2.02
or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan during
the month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the Trust
Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-3 and
Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a
Class B-3 Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective Mortgage
Loan during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the Trust
Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-3 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-4 and
Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a
Class B-4 Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective Mortgage
Loan during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the Trust
Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-4 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-5 and
Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a
Class B-5 Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective Mortgage
Loan during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the Trust
Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-6 and
Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a
Class B-6 Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month of
such Distribution Date, was repurchased by the Seller pursuant to Section 2.02
or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan during
the month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the Trust
Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with the provisions of Section 4.01(d)(i), the Class B-6
Percentage for such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)
and (b) the Realized Losses allocated through such Determination Date to the
Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool
Amount as of the preceding Distribution Date less the Class A Principal Balance,
the Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Indirect Participant: A broker, dealer, bank,
financial institution or other Person that clears securities transactions
through or maintains a custodial relationship with a Clearing Agency
Participant, either directly or indirectly.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates,
as set forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal
Balance for such Distribution Date and (b) the Available Master Servicing
Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trust
Administrator or the Trustee, as the case may be, at which at any particular
time its corporate trust business shall be administered, which office, with
respect to the Trust Administrator, at the date of the execution of this
instrument is located at 230 South Tryon Street, Charlotte, North Carolina 28288
and with respect to the Trustee, at the date of execution of this instrument is
located at 114 West 47th Street, New York, New York 10036.
Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer on or after the Determination Date in
the month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of interest
that would have accrued at the Net Mortgage Interest Rate on the amount of
such Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the month
preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the month
of such Distribution Date, the amount of interest that would have accrued
at the Net Mortgage Interest Rate on the amount of such Unscheduled
Principal Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the month in which
such Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class A Certificates
and the Premium Payment pursuant to Paragraph first of Section 4.01(a) on such
Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trust Administrator, substantially in the form of Exhibit E
hereto, as the same may be amended or modified from time to time in accordance
with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of
the Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in
Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deceased Holder: A Beneficial Owner of a Class A-3 Certificate who
was living at the time such interest was acquired, whose death is deemed to have
occurred pursuant to Section 4.07(b), and with respect to which the Trust
Administrator has received through the Clearing Agency evidence of death
satisfactory to the Trust Administrator and any tax waivers requested by the
Trustee.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the
related Distribution Date occurs, or if such 17th day is not a Business Day,
the Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage
Interest Rate of less than 6.250%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the
month in which the Monthly Payment on such Mortgage Loan is scheduled to be
paid.
Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as a REMIC or
result in the imposition of any federal tax on the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit of
the United States of America;
(ii) general obligations of or obligations guaranteed by any
state of the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or such
lower rating as would not result in the downgrading or withdrawal of the rating
then assigned to any of the Certificates by either Rating Agency or result in
any of such rated Certificates being placed on credit review status (other than
for possible upgrading) (or, in the case of the Class A-3 Certificates, without
giving effect to the guaranty provided by Ambac) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of each
Rating Agency or the highest short-term rating category of each Rating Agency,
or such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by either
Rating Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) (or, in the case of the Class
A-3 Certificates, without giving effect to the guaranty provided by Ambac) 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) (or, in the case of the Class
A-3 Certificates, without giving effect to the guaranty provided by Ambac) 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) (or, in the case of the Class A-3 Certificates, without
giving effect to the guaranty provided by Ambac) 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) (or, in
the case of the Class A-3 Certificates, without giving effect to the guaranty
provided by Ambac) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss
represented by the ratio of (a) the excess of the Aggregate Current Bankruptcy
Losses over the then-applicable Bankruptcy Loss Amount, divided by (b) the
Aggregate Current Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy
Loss occurring with respect to a Mortgage Loan on or after the Cross-Over Date
will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized in the month preceding the
month of such Distribution Date, (i) if the Aggregate Current Fraud Losses with
respect to such Distribution Date exceed the then-applicable Fraud Loss Amount,
then the portion of such Fraud Loss represented by the ratio of (a) the excess
of the Aggregate Current Fraud Losses over the then-applicable Fraud Loss
Amount, divided by (b) the Aggregate Current Fraud Losses, or (ii) if the
Aggregate Current Fraud Losses with respect to such Distribution Date are less
than or equal to the then-applicable Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under the Norwest Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any
successor thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the
final distribution in respect of the Certificates is made pursuant to
Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-PO, Class A-R, Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates is
June 25, 2029 which corresponds to the "latest possible maturity date" for
purposes of Section 860G(a)(1) of the Internal Revenue Code of 1986, as amended.
Fitch: Fitch IBCA, Inc., or its successor in interest.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.250%,
(b) the applicable 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) 6.250%, (ii) the applicable Servicing
Fee Rate and (iii) the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
Foreclosure Profits: As to any Distribution Date, the excess, if
any, of (i) Net Liquidation Proceeds in respect of each Mortgage Loan that
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date over (ii) the sum of the unpaid principal balance of each such Liquidated
Loan plus accrued and unpaid interest at the applicable Mortgage Interest Rate
on the unpaid principal balance thereof from the Due Date to which interest was
last paid by the Mortgagor (or, in the case of a Liquidated Loan that had been
an REO Mortgage Loan, from the Due Date to which interest was last deemed to
have been paid) to the first day of the month in which such Distribution Date
occurs.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud
in the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $4,503,032.03 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or person performing similar
functions.
Individual Class A-3 Certificate: A Class A-3 Certificate which
evidences $1,000 Original Principal Balance.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class A-4 and Class A-PO Certificates),
(a) the product of (i) 1/12th of the Class A Pass-Through Rate for such Class
and (ii) the Principal Balance of such Class as of the Determination Date
preceding such Distribution Date minus (b) the Class A Interest Percentage of
such Class of (i) any Non-Supported Interest Shortfall allocated to the Class A
Certificates and the Premium Payment with respect to such Distribution Date,
(ii) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class A Certificates and
the Premium Payment with respect to such Distribution Date pursuant to Section
4.02(e) and (iii) the interest portion of any Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
allocated to the Class A Certificates and the Premium Payment on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-4 and Class A-PO
Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of (x) any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class B Certificates with respect to such Distribution
Date pursuant to Section 4.02(e).
Lehman Brothers: Lehman Brothers Inc., or its successor in
interest.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trust Administrator
pursuant hereto respecting the related Mortgage Loan, including any unreimbursed
advances for real property taxes or for property restoration or preservation of
the related Mortgaged Property. Liquidation Expenses shall not include any
previously incurred expenses in respect of an REO Mortgage Loan which have been
netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) in connection with the liquidation of defaulted Mortgage
Loans or property acquired in respect thereof, whether through foreclosure, sale
or otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Living Holder: Beneficial Owner of the Class A-3 Certificates
other than a Deceased Holder.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Master Servicer: Norwest Bank Minnesota, National Association,
or its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of May 26, 1999 between Norwest Mortgage, as seller, and the
Seller, as purchaser.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage
Note and/or Mortgage riders required when the Mortgaged Property is a
condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trust Administrator on the Closing Date as part of the Trust Estate and
attached hereto as Exhibits F-1 and F-2, which list may be amended following the
Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Section
2.02 or 2.03 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) the Master Servicing Fee;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Exhibit F-2 Mortgage Loan, the name of the Servicer
with respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned
to the Trust Administrator on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Section 2.02 or 2.03, in each
case as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan together
with any related Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which
may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount, if
any, by which (i) Aggregate Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses with respect to such
Distribution Date.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the applicable Servicing Fee Rate, as set forth in Section 11.25
with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set
forth in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed
Retained Yield Rate, if any, with respect to such Mortgage Loan. Any regular
monthly computation of interest at such rate shall be based upon annual interest
at such rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net
of any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.250%.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or a
Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates and the Premium
Payment according to the percentage obtained by dividing the Class A Non-PO
Principal Balance by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance and (b) the Class B Certificates according to the
percentage obtained by dividing the Class B Principal Balance by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in
interest.
Norwest Mortgage Correspondents: The entities listed on the
Mortgage Loan Schedule, from which Norwest Mortgage purchased the Mortgage
Loans.
Norwest Servicing Agreement: The Servicing Agreement providing
for the servicing of the Exhibit F-1 Mortgage Loans initially by Norwest
Mortgage.
Notice of Nonpayment: The notice to be delivered by the Trust
Administrator to Ambac with respect to any Distribution Date as to which there
is a Class A-3 Distribution Deficiency, which shall be in the form attached to
the Policy.
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or the Trust Administrator, as the case may be.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee, or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or fifth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class
A-R Certificates, as set forth in Section 11.06.
Original Class B Principal Balance: The sum of the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance and Original Class B-6 Principal Balance, as set
forth in Section 11.14.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.17.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-3
Fractional Interest is specified in Section 11.18.
Original Class B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the
Original Class B-5 Principal Balance and the Original Class B-6 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance and the
Original Class B Principal Balance. The Original Class B-4 Fractional
Interest is specified in Section 11.19.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance and the
Original Class B Principal Balance. The Original Class B-5 Fractional Interest
is specified in Section 11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of
the Cut-Off Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of
the Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of
the Cut-Off Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of
the Cut-Off Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of
the Cut-Off Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of
the Cut-Off Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.15.
Original Subordinated Percentage: The Subordinated Percentage as
of the Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than
the Norwest Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust
Administrator (or the Custodian, if any) for each Mortgage Loan that contains
the documents specified in the Servicing Agreements 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.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust
Administrator, as agent for the Master Servicer, to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to
Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate of a
Class (other than a Class A-3 Certificate), the undivided percentage interest
obtained by dividing the original principal balance of such Certificate by the
Original Principal Balance of such Class of Class A Certificates. With respect
to a Class A-3 Certificate, the undivided percentage interest obtained by
dividing the current principal balance of such Certificate by the Principal
Balance of the Class A-3 Certificates. With respect to a Class B Certificate of
a Class, the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the Original Principal Balance of such
Class of Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Policy: The irrevocable Ambac Insurance Policy No. AB0265BE,
including any endorsements thereto, issued by Ambac with respect to the
Class A-3 Certificates, in the form attached hereto as Exhibit N.
Policy Payments Account: The account maintained pursuant to
Section 4.08(b).
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum
of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Holders of the Certificates on such
Distribution Date, which shall be the sum of (i) all previously undistributed
payments or other receipts on account of principal and interest on or in respect
of the Mortgage Loans (including, without limitation, the proceeds of any
repurchase of a Mortgage Loan by the Seller and any Substitution Principal
Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trust Administrator pursuant to Section 3.03 and
(iii) all other amounts required to be placed in the Certificate Account by the
Servicer on or before the applicable Remittance Date or by the Master Servicer
or the Trust Administrator on or prior to the Distribution Date, but excluding
the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trust Administrator has made
one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal
Receipt, and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following
the Due Date in the month in which such Distribution Date occurs and the
difference between the unpaid principal balance of such Mortgage Loan
substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs and the unpaid principal
balance of such defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes of the Class A
or Class B Certificates pursuant to Section 4.02 other than Recoveries
covered by the last sentence of Section 4.02(d).
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Premium Payment: As to any Distribution Date, (i) the product of (a)
1/12th of 0.060% and (b) the Class A Principal Balance of the Class A-3
Certificates as of the Determination Date immediately preceding such
Distribution Date minus (ii) the Premium Percentage of (x) any Non-Supported
Interest Shortfall allocated to the Class A Certificates and the Premium Payment
with respect to such Distribution Date, (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates and the Premium Payment with respect to
such Distribution Date pursuant to Section 4.02(e) and (z) the interest portion
of any Realized Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates and
the Premium Payment on or after the Cross-Over Date pursuant to Section 4.02(e).
The Premium Payment will be an expense of the REMIC.
Premium Percentage: As to any Distribution Date, the percentage
calculated by dividing the Premium Payment (determined without regard to clause
(ii) of the definition thereof) by the sum of (a) the Class A Interest Accrual
Amount (determined without regard to clause (ii) of the definition of each
Interest Accrual Amount) and (b) the Premium Payment (determined without regard
to clause (ii) of the definition of Premium Payment).
Premium Shortfall Amount: As to any Distribution Date, any amount by
which the Premium Payment with respect to such Distribution Date exceeds the
amount distributed to Ambac on such Distribution Date pursuant to Paragraph
first of Section 4.01(a).
Premium Unpaid Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Premium Shortfall Amounts for prior
Distribution Dates is in excess of the amounts distributed to Ambac on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a).
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 A-PO Certificates), the
Original Principal Balance of such Class less the sum of (a) all amounts
previously distributed in respect of such Class on prior Distribution Dates (i)
pursuant to Paragraph third clause (A) of Section 4.01(a) and (ii) as a result
of a Principal Adjustment and (b) the Realized Losses allocated through such
Determination Date to such Class pursuant to Section 4.02(b). After the
Cross-Over Date, each such Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A Loss
Percentage of such Class and the excess, if any, of (i) the Class A Non-PO
Principal Balance as of such Determination Date without regard to this sentence
over (ii) the difference between (A) the Adjusted Pool Amount for the preceding
Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over Date
and as to the Class A-PO Certificates, the Original Principal Balance of such
Class less the sum of (a) all amounts previously distributed in respect of the
Class A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, such Principal Balance will also be
reduced on each Determination Date by an amount equal to the difference, if any,
between such Principal Balance as of such Determination Date without regard to
this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F
of the Code.
Prudent Servicing Practices: The standard of care set forth in
each Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates are Fitch and
S&P. The Rating Agency for the Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates is Fitch. If any such agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trustee, the Trust Administrator, Ambac and the Master
Servicer. References herein to the highest short-term rating category of a
Rating Agency shall mean F-1+ in the case of Fitch, A-1+ in the case of S&P and
in the case of any other Rating Agency shall mean its equivalent of such
ratings. References herein to the highest long-term rating categories of a
Rating Agency shall mean AAA, and in the case of any other Rating Agency shall
mean its equivalent of such rating without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses) and
(ii) Bankruptcy Losses incurred in the month preceding the month of such
Distribution Date.
Record Date: The last Business Day of the month preceding the
month of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to
such Mortgage Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D. "The REMIC" means the REMIC constituted by the assets of
the Trust Estate other than the Reserve Fund.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the
form attached as Exhibit G hereto.
Reserve Fund: The non-interest bearing trust account established
with the Trust Administrator and maintained by the Trust Administrator for the
benefit of the Class A-3 Certificateholders pursuant to Section 4.06. The
Reserve Fund shall be an Eligible Account.
Reserve Withdrawal: With respect to any Distribution Date, the
lesser of (a) the amount on deposit in the Reserve Fund and (b) the amount of
Non-Supported Interest Shortfalls allocated to the Class A-3 Certificates.
Responsible Officer: When used with respect to the Trustee or the
Trust Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rounding Account: The special account established with the Trust
Administrator and maintained by the Trust Administrator pursuant to Section
4.07(e). The Rounding Account shall be an Eligible Account.
Rounding Amount: With respect to any Distribution Date, the
amount, if any, required to be withdrawn from the Rounding Account pursuant
to Section 4.07(e).
Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
S&P: Standard & Poor's, or its successor in interest.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor
in interest.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Norwest Mortgage, The Huntington Mortgage
Company, First Union Mortgage Corp., Citicorp Mortgage, Inc. and GMAC
Mortgage 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 11.25.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences
the smallest permissible Denomination for such Class, as set forth in
Section 11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee, the Trust Administrator or the Servicer or any of
their agents or employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $2,357,418.60 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trust Administrator. On and after
the Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.05% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Percentage
for such date.
Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Class A
Prepayment Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
Trust Administrator: First Union National Bank, a national banking
association with its principal office located in Charlotte, North Carolina, or
any successor trust administrator appointed as herein provided.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trust Administrator, on behalf of
the Trustee, to receive the proceeds of all insurance policies and performance
bonds, if any, required to be maintained hereunder or under the related
Servicing Agreement, property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure, the Reserve Fund and the
rights of the Trust Administrator under the Policy. None of the Reserve Fund,
the Policy or the Policy Payments Account shall be part of the REMIC.
Trustee: United States Trust Company of New York, or any
successor trustee appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the
Class B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds and proceeds received from any
condemnation award or proceeds in lieu of condemnation other than that portion
of such proceeds released to the Mortgagor in accordance with the terms of the
Mortgage or Prudent Servicing Practices, but excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts. Except as set forth in the last sentence of
Section 4.02(d), a Recovery shall not be treated as an Unscheduled Principal
Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal to the ratio
obtained by dividing the Principal Balance of such Class by the sum of the Class
A Principal Balance and the Class B Principal Balance. Each Certificateholder of
a Class will have a Voting Interest equal to the product of the Voting Interest
to which such Class is collectively entitled and the Percentage Interest in such
Class represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class of Certificates
or specified Classes of Certificates, each Certificateholder of a Class will
have a Voting Interest in such Class equal to such Holder's Percentage Interest
in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
SECTION 1.02 ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and the Trust Administrator. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee and the Trust
Administrator, if made in the manner provided in this Section 1.02. The Trustee
shall promptly notify the Master Servicer in writing of the receipt of any such
instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee or the Trust
Administrator deems sufficient.
(c) The ownership of Certificates (whether or not such
Certificates shall be overdue and notwithstanding any notation of ownership or
other writing thereon made by anyone other than the Trustee, the Trust
Administrator and the Authenticating Agent) shall be proved by the Certificate
Register, and neither the Trustee, the Trust Administrator, the Seller nor the
Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice,
consent, waiver or other action of the Holder of any Certificate shall bind
every future Holder of the same Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee, the Trust Administrator, the Seller or the Master Servicer in reliance
thereon, whether or not notation of such action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates and Ambac any
benefit or any legal or equitable right, power, remedy or claim under this
Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trust
Administrator, as initial Custodian, on or before the Closing Date, an Owner
Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust
Administrator or any prior assignment is in the process of being recorded on the
Closing Date, the Seller shall deliver a copy thereof, certified by Norwest
Mortgage or the applicable Norwest Mortgage Correspondent to be a true and
complete copy of the document sent for recording, and the Seller shall use its
best efforts to cause each such original recorded document or certified copy
thereof to be delivered to the Trust Administrator promptly following its
recordation, but in no event later than one (1) year following the Closing Date.
The Seller shall also cause to be delivered to the Trust Administrator any other
original mortgage loan document to be included in the Owner Mortgage Loan File
if a copy thereof has been delivered. The Seller shall pay from its own funds,
without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate by reason of the failure
of the Seller to cause to be delivered to the Trust Administrator within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trust Administrator the assignment of the Mortgage Loan
from the Seller to the Trust Administrator in a form suitable for recordation,
together with an Opinion of Counsel to the effect that recording is not required
to protect the Trustee's right, title and interest in and to the related
Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage
Loans as a financing, to perfect a first priority security interest in favor of
the Trustee in the related Mortgage Loan. In the event that the Master Servicer
receives notice that recording is required to protect the right, title and
interest of the Trustee in and to any such Mortgage Loan for which recordation
of an assignment has not previously been required, the Master Servicer shall
promptly notify the Trust Administrator and the Trust Administrator shall within
five Business Days (or such other reasonable period of time mutually agreed upon
by the Master Servicer and the Trust Administrator) of its receipt of such
notice deliver each previously unrecorded assignment to the related Servicer for
recordation.
SECTION 2.02 ACCEPTANCE BY TRUST ADMINISTRATOR.
The Trust Administrator, on behalf of the Trustee, acknowledges
receipt of the Mortgage Notes, the Mortgages, the assignments and other
documents required to be delivered on the Closing Date pursuant to Section 2.01
above and declares that it holds and will hold such documents and the other
documents constituting a part of the Owner Mortgage Loan Files delivered to it
in trust, upon the trusts herein set forth, for the use and benefit of all
present and future Certificateholders. The Trust Administrator agrees, for the
benefit of Certificateholders, to review each Owner Mortgage Loan File within 45
days after execution of this Agreement in order to ascertain that all required
documents set forth in Section 2.01 have been executed and received and appear
regular on their face, and that such documents relate to the Mortgage Loans
identified in the Mortgage Loan Schedule, and in so doing the Trust
Administrator may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trust Administrator finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Trust Administrator
shall promptly (and in no event more than 30 days after the discovery of such
defect) notify the Seller, which shall have a period of 60 days after the date
of such notice within which to correct or cure any such defect. The Seller
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Seller will, not later than 60 days after the Trust Administrator's
notice to it referred to above respecting such defect, either (i) repurchase the
related Mortgage Loan or any property acquired in respect thereof from the Trust
Estate at a price equal to (a) 100% of the unpaid principal balance of such
Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any
Fixed Retained Yield, through the last day of the month in which such repurchase
takes place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for any Mortgage Loan to which
such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan")
having such characteristics so that the representations and warranties of the
Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would
not have been incorrect had such Substitute Mortgage Loan originally been a
Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid
principal balance, as of the date of substitution, greater than the Scheduled
Principal Balance (reduced by the scheduled payment of principal due on the Due
Date in the month of substitution) of the Mortgage Loan for which it is
substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trust Administrator and the Substitution Principal Amount, together with
(i) interest on such Substitution Principal Amount at the applicable Net
Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is
being substituted for and (ii) an amount equal to the aggregate amount of
unreimbursed Periodic Advances in respect of interest previously made by the
Servicer, the Master Servicer or the Trust Administrator with respect to such
Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trust
Administrator of written notification of any such deposit signed by an officer
of the Seller, or the new Owner Mortgage Loan File, as the case may be, the
Trust Administrator shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders, the Trust Administrator on behalf of the Trustee and the
Trustee on behalf of the Certificateholders. The failure of the Trust
Administrator to give any notice contemplated herein within forty-five (45) days
after the execution of this Agreement shall not affect or relieve the Seller's
obligation to repurchase any Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution and
delivery hereof or at any time thereafter, enter into a Custodial Agreement
substantially in the form of Exhibit E hereto pursuant to which the Trust
Administrator appoints a Custodian to hold the Mortgage Notes, the Mortgages,
the assignments and other documents related to the Mortgage Loans received by
the Trust Administrator, as agent for the Trustee in trust for the benefit of
all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER
SERVICER AND THE SELLER.
(a) The Master Servicer hereby represents and warrants to the
Trustee and the Trust Administrator for the benefit of Certificateholders that,
as of the date of execution of this Agreement: The Master Servicer is a national
banking association duly chartered and validly existing in good standing under
the laws of the United States;
(i) 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;
(ii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller, constitutes a
valid, legal and binding obligation of the Master Servicer, enforceable against
it in accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors' rights generally and to general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;
(iii) 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
(iv) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations under
this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the
Trust Administrator for the benefit of Certificateholders that, as of the date
of execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which such
information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free and
clear of any and all liens, pledges, charges or security interests of any nature
and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and clear
of all encumbrances and liens having priority over the first lien of the
Mortgage except for liens for real estate taxes and special assessments not yet
due and payable and liens or interests arising under or as a result of any
federal, state or local law, regulation or ordinance relating to hazardous
wastes or hazardous substances, and, if the related Mortgaged Property is a
condominium unit, any lien for common charges permitted by statute or homeowners
association fees; and if the Mortgaged Property consists of shares of a
cooperative housing corporation, any lien for amounts due to the cooperative
housing corporation for unpaid assessments or charges or any lien of any
assignment of rents or maintenance expenses secured by the real property owned
by the cooperative housing corporation; and any security agreement, chattel
mortgage or equivalent document related to, and delivered to the Trust
Administrator or to the Custodian with, any Mortgage establishes in the Seller a
valid and subsisting first lien on the property described therein and the Seller
has full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage Note in
any material respect, satisfied, canceled or subordinated the Mortgage in whole
or in part, released the Mortgaged Property in whole or in part from the lien of
the Mortgage, or executed any instrument of release, cancellation, modification
or satisfaction, except in each case as is reflected in an agreement delivered
to the Trust Administrator or the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing have
been paid, or an escrow of funds has been established, to the extent permitted
by law, in an amount sufficient to pay for every such item which remains unpaid;
and the Seller has not advanced funds, or received any advance of funds by a
party other than the Mortgagor, directly or indirectly (except pursuant to any
Subsidy Loan arrangement) for the payment of any amount required by the
Mortgage, except for interest accruing from the date of the Mortgage Note or
date of disbursement of the Mortgage Loan proceeds, whichever is later, to the
day which precedes by thirty days the first Due Date under the related Mortgage
Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or hazardous
substances, as to which the Seller makes no representations), so as to affect
adversely the value of the Mortgaged Property as security for the Mortgage Loan
or the use for which the premises were intended and to the best of the Seller's
knowledge, there is no proceeding pending or threatened for the total or partial
condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that this
warranty shall be deemed not to have been made at the time of the initial
issuance of the Certificates if a title policy affording, in substance, the same
protection afforded by this warranty is furnished to the Trust Administrator by
the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged Property
consists of a fee simple estate in real property; all of the improvements which
are included for the purpose of determining the appraised value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of such
property and no improvements on adjoining properties encroach upon the Mortgaged
Property (unless insured against under the related title insurance policy); and
to the best of the Seller's knowledge, the Mortgaged Property and all
improvements thereon comply with all requirements of any applicable zoning and
subdivision laws and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and the
Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and occupancy of
the same, including, but not limited to, certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate
authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the related
Mortgage Note have been made and no Mortgage Loan had more than one delinquency
in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid and
binding obligation of the maker thereof, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law); and, to the best
of the Seller's knowledge, all parties to the Mortgage Note and the Mortgage had
legal capacity to execute the Mortgage Note and the Mortgage and each Mortgage
Note and Mortgage has been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity or disclosure laws applicable to the
Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and as to
disbursements of any escrow funds therefor have been complied with (except for
escrow funds for exterior items which could not be completed due to weather and
escrow funds for the completion of swimming pools); and all costs, fees and
expenses incurred in making, closing or recording the Mortgage Loan have been
paid, except recording fees with respect to Mortgages not recorded as of the
Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of title
insurance is instead received) is covered by an American Land Title Association
mortgagee title insurance policy or other generally acceptable form of policy or
insurance acceptable to FNMA or FHLMC, issued by a title insurer acceptable to
FNMA or FHLMC insuring the originator, its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of the
Mortgage Loan and subject only to (A) the lien of current real property taxes
and assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record as of
the date of recording of such Mortgage acceptable to mortgage lending
institutions in the area in which the Mortgaged Property is located or
specifically referred to in the appraisal performed in connection with the
origination of the related Mortgage Loan, (C) liens created pursuant to any
federal, state or local law, regulation or ordinance affording liens for the
costs of clean-up of hazardous substances or hazardous wastes or for other
environmental protection purposes and (D) such other matters to which like
properties are commonly subject which do not individually, or in the aggregate,
materially interfere with the benefits of the security intended to be provided
by the Mortgage; the Seller is the sole insured of such mortgagee title
insurance policy, the assignment to the Trust Administrator, on behalf of the
Trustee, of the Seller's interest in such mortgagee title insurance policy does
not require any consent of or notification to the insurer which has not been
obtained or made, such mortgagee title insurance policy is in full force and
effect and will be in full force and effect and inure to the benefit of the
Trust Administrator, on behalf of the Trustee, no claims have been made under
such mortgagee title insurance policy, and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything which
would impair the coverage of such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to FNMA or FHLMC against loss by fire and such hazards
as are covered under a standard extended coverage endorsement, in an amount
which is not less than the lesser of 100% of the insurable value of the
Mortgaged Property and the outstanding principal balance of the Mortgage Loan,
but in no event less than the minimum amount necessary to fully compensate for
any damage or loss on a replacement cost basis; if the Mortgaged Property is a
condominium unit, it is included under the coverage afforded by a blanket policy
for the project; if upon origination of the Mortgage Loan, the improvements on
the Mortgaged Property were in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least of
(A) the outstanding principal balance of the Mortgage Loan, (B) the full
insurable value of the Mortgaged Property and (C) the maximum amount of
insurance which was available under the National Flood Insurance Act of 1968, as
amended; and each Mortgage obligates the Mortgagor thereunder to maintain all
such insurance at the Mortgagor's cost and expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or the
related Mortgage Note and no event which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration; the Seller has not waived
any default, breach, violation or event of acceleration; and no foreclosure
action is currently threatened or has been commenced with respect to the
Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of the Mortgage Note or Mortgage, or
the exercise of any right thereunder, render the Mortgage Note or Mortgage
unenforceable, in whole or in part, or subject it to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of not more than 360
months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security,
including realization by judicial foreclosure (subject to any limitation arising
from any bankruptcy, insolvency or other law for the relief of debtors), and
there is no homestead or other exemption available to the Mortgagor which would
interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares, leases or
occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trust Administrator in place of the related Mortgage Note,
the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with FNMA or FHLMC standards for inter
vivos trusts and (ii) holding title to the Mortgaged Property in such trust will
not diminish any rights as a creditor including the right to full title to the
Mortgaged Property in the event foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the land;
(2) the terms of such lease expressly permit the mortgaging of the leasehold
estate, the assignment of the lease without the lessor's consent and the
acquisition by the holder of the Mortgage of the rights of the lessee upon
foreclosure or assignment in lieu of foreclosure or provide the holder of the
Mortgage with substantially similar protections; (3) the terms of such lease do
not (a) allow the termination thereof upon the lessee's default without the
holder of the Mortgage being entitled to receive written notice of, and
opportunity to cure, such default, (b) allow the termination of the lease in the
event of damage or destruction as long as the Mortgage is in existence, (c)
prohibit the holder of the Mortgage from being insured (or receiving proceeds of
insurance) under the hazard insurance policy or policies relating to the
Mortgaged Property or (d) permit any increase in rent other than pre-established
increases set forth in the lease; (4) the original term of such lease is not
less than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely accepted practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee, notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trust Administrator, the Trustee or the Custodian that any of the
representations and warranties made in subsection (b) above is not accurate
(referred to herein as a "breach") and that such breach materially and adversely
affects the interests of the Certificateholders in the related Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). Within
60 days of the earlier of its discovery or its receipt of notice of any such
breach, the Seller shall cure such breach in all material respects or shall
either (i) repurchase the Mortgage Loan or any property acquired in respect
thereof from the Trust Estate at a price equal to (A) 100% of the unpaid
principal balance of such Mortgage Loan plus (B) accrued interest at the Net
Mortgage Interest Rate for such Mortgage Loan through the last day of the month
in which such repurchase took place or (ii) if within two years of the Startup
Day, or such other period permitted by the REMIC Provisions, substitute for such
Mortgage Loan in the manner described in Section 2.02. The purchase price of any
repurchase described in this paragraph and the Substitution Principal Amount, if
any, plus accrued interest thereon and the other amounts referred to in Section
2.02, shall be deposited in the Certificate Account. It is understood and agreed
that the obligation of the Seller to repurchase or substitute for any Mortgage
Loan or property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee, or the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trust Administrator acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Owner Mortgage Loan Files to it, and,
concurrently with such delivery, has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans together with all other assets
included in the definition of "Trust Estate", receipt of which is hereby
acknowledged, Certificates in authorized denominations which evidence ownership
of the entire Trust Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-R Certificate) and the Classes of Class B Certificates
as classes of "regular interests" and the Class A-R Certificate as the single
class of "residual interest" in the REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the REMIC is
June 25, 2029 for purposes of Code Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE;
SERVICING OF THE MORTGAGE LOANS
SECTION 3.01 CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements and shall, in addition, deposit into
the Certificate Account the following amounts, in the case of amounts specified
in clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trust Administrator, if any and any amounts deemed received by
the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer pursuant
to Section 3.08 or 9.01, the purchase price therefor or, where applicable, any
Substitution Principal Amount and any amounts received in respect of the
interest portion of unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
the Trust Estate to fail to qualify as a REMIC while any Certificates are
outstanding. Any amounts deposited in the Certificate Account prior to the
Distribution Date shall be invested for the account of the Master Servicer and
any investment income thereon shall be additional compensation to the Master
Servicer for services rendered under this Agreement. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE
ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator or any
Servicer for Periodic Advances made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such right to
reimbursement pursuant to this subclause (i) being limited to amounts received
on or in respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
3.08 or 9.01) respecting which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have become
Nonrecoverable Advances provided, however, that any portion of Nonrecoverable
Advances representing Fixed Retained Yield shall be reimbursable only from
amounts constituting Fixed Retained Yield and not from
the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by the
Master Servicer or any Servicer pursuant hereto or to any Servicing Agreement,
respectively, in good faith in connection with the restoration of damaged
property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular Mortgage
Loan, to pay the Master Servicing Fee with respect to such Mortgage Loan to the
Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by it
(including taxes paid on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the second
sentence of Section 8.14(a) or pursuant to such Servicer's Servicing Agreement,
provided such expenses are "unanticipated" within the meaning of the REMIC
Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been repurchased
or replaced pursuant to Section 2.02 or 2.03 or auctioned pursuant to Section
3.08 or to pay to the Master Servicer with respect to each Mortgage Loan or
property acquired in respect thereof that has been purchased pursuant to Section
3.08 or 9.01, all amounts received thereon and not required to be distributed as
of the date on which the related repurchase or purchase price or Scheduled
Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related Servicing
Agreement) and any unpaid assumption fees, late payment charges or other
Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with respect
to a particular Mortgage Loan, the Fixed Retained Yield, if any, with respect to
such Mortgage Loan; provided, however, that with respect to any payment of
interest received by the Master Servicer in respect of a Mortgage Loan (whether
paid by the Mortgagor or received as Liquidation Proceeds, Insurance Proceeds or
otherwise) which is less than the full amount of interest then due with respect
to such Mortgage Loan, only that portion of such payment of interest that bears
the same relationship to the total amount of such payment of interest as the
Fixed Retained Yield Rate, if any, in respect of such Mortgage Loan bears to the
Mortgage Interest Rate shall be allocated to the Fixed Retained Yield with
respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND TRUST
ADMINISTRATOR.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In the event Norwest
Mortgage fails to make any required Periodic Advances of principal and interest
on a Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as the
case may be, (ii) the amount actually advanced by Norwest Mortgage or such Other
Servicer, (iii) the amount that the Trust Administrator or Master Servicer is
required to advance hereunder and (iv) whether the Master Servicer has
determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trust Administrator or Master
Servicer shall be deposited in the Certificate Account on the related
Distribution Date. Notwithstanding the foregoing, neither the Master Servicer
nor the Trust Administrator will be obligated to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable Advance. The Trust Administrator may
conclusively rely for any determination to be made by it hereunder upon the
determination of the Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the Trust
Administrator that such failure has occurred. Upon receipt of such
certification, the Trust Administrator shall advance such funds and take such
steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be
entitled to be reimbursed from the Certificate Account for any Periodic Advance
made by it under Section 3.03(a) to the extent described in Section 3.02(a)(i)
and (a)(ii). The Master Servicer and the Trust Administrator shall be entitled
to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant
to Section 3.03(b). The Master Servicer shall diligently pursue restoration of
such amount to the Certificate Account from the related Servicer. The Master
Servicer shall, to the extent it has not already done so, upon the request of
the Trust Administrator, withdraw from the Certificate Account and remit to the
Trust Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trust Administrator shall be required to pay or advance
any amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
SECTION 3.04 TRUST ADMINISTRATOR TO COOPERATE; RELEASE OF
OWNER MORTGAGE LOAN FILES.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trust Administrator and the Trust Administrator shall, within
five Business Days, release the related Owner Mortgage Loan File to the Master
Servicer or such Servicer, as requested by the Master Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return each and every document previously requested from the Owner
Mortgage Loan File to the Trust Administrator by the twenty-first day following
the release thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of
a Mortgage Loan, the Trust Administrator shall execute and deliver to the Master
Servicer or such Servicer, as directed by the Master Servicer, court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trust Administrator and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trust Administrator will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure proceeding or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUSTEE AND TRUST ADMINISTRATOR;
ANNUAL COMPLIANCE STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current FNMA monthly accounting report
for its Guaranteed Mortgage Pass-Through Program with appropriate additions and
changes, and shall also include information as to the aggregate unpaid principal
balance of all of the Mortgage Loans as of the close of business as of the last
day of the calendar month immediately preceding such Distribution Date. Copies
of such statement shall be provided by the Trust Administrator to any
Certificateholder upon written request, provided such statement is delivered, or
caused to be delivered, by the Master Servicer to the Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO
MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS,
MODIFICATION OF STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee and the
Trust Administrator pursuant to Section 3.07(b), the Master Servicer from time
to time may, to the extent permitted by the applicable Servicing Agreement, make
such modifications and amendments to such Servicing Agreement as the Master
Servicer deems necessary or appropriate to confirm or carry out more fully the
intent and purpose of such Servicing Agreement and the duties, responsibilities
and obligations to be performed by the Servicer thereunder. Such modifications
may only be made if they are consistent with the REMIC Provisions, as evidenced
by an Opinion of Counsel. Prior to the issuance of any modification or
amendment, the Master Servicer shall deliver to the Trustee and the Trust
Administrator such Opinion of Counsel and an Officer's Certificate setting forth
(i) the provision that is to be modified or amended, (ii) the modification or
amendment that the Master Servicer desires to issue and (iii) the reason or
reasons for such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any
amendment or supplement to a Servicing Agreement proposed by the Master Servicer
pursuant to Section 3.07(a), which consent and amendment shall not require the
consent of any Certificateholder if it is (i) for the purpose of curing any
mistake or ambiguity or to further effect or protect the rights of the
Certificateholders or (ii) for any other purpose, provided such amendment or
supplement for such other purpose cannot reasonably be expected to adversely
affect Certificateholders. The lack of reasonable expectation of an adverse
effect on Certificateholders may be established through the delivery to the
Trustee and the Trust Administrator of (i) an Opinion of Counsel to such effect
or (ii) written notification from each Rating Agency to the effect that such
amendment or supplement will not result in reduction of the current rating
assigned by that Rating Agency to the Certificates. Notwithstanding the two
immediately preceding sentences, either the Trustee or the Trust Administrator
may, in its discretion, decline to enter into or consent to any such supplement
or amendment if its own rights, duties or immunities shall be adversely
affected.
(c) (i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee, or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into
an amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08 OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations (including
the obligation to maintain an Errors and Omissions Policy and Fidelity Bond)
that are to be observed or performed by the Servicer under its respective
Servicing Agreement. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and with the Trustee's and the Trust Administrator's and the
Certificateholders' reliance on the Master Servicer, and in a manner consistent
with the terms and provisions of any insurance policy required to be maintained
by the Master Servicer or any Servicer pursuant to this Agreement or any
Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Trust Estate of REMIC status for federal income tax
purposes or (iii) the imposition of any Prohibited Transaction Tax or any
federal taxes on the REMIC or the Trust Estate. The Master Servicer shall have
full power and authority in its sole discretion to take any action with respect
to the Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Trust Administrator or the Master
Servicer, such modification shall be construed as a substitution of the modified
Mortgage Loan for the Mortgage Loan originally deposited in the Trust Estate if
it would be a "significant modification" within the meaning of Section
1.860G-2(b) of the regulations of the U.S. Department of the Treasury. No
modification shall be approved unless (i) the modified Mortgage Loan would
qualify as a Substitute Mortgage Loan under Section 2.02 and (ii) with respect
to any modification that occurs more than three months after the Closing Date
and is not the result of a default or a reasonably foreseeable default under the
Mortgage Loan, there is delivered to the Trust Administrator an Opinion of
Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the
effect that such modification would not be treated as giving rise to a new debt
instrument for federal income tax purposes as described in the preceding
sentence.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled to repurchase at its option (i) any
defaulted Mortgage Loan or any Mortgage Loan as to which default is reasonably
foreseeable from the Trust Estate if, in the Seller's judgment, the default is
not likely to be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust
Estate which, pursuant to paragraph 5(b) of the Mortgage Loan Purchase
Agreement, Norwest Mortgage requests the Seller to repurchase and to sell to
Norwest Mortgage to facilitate the exercise of Norwest Mortgage's rights against
the originator or a prior holder of such Mortgage Loan. The purchase price for
any such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate for
such Mortgage Loan, through the last day of the month in which such repurchase
occurs. Upon the receipt of such purchase price, the Master Servicer shall
provide to the Trust Administrator the certification required by Section 3.04
and the Trust Administrator and the Custodian, if any, shall promptly release to
the Seller the Owner Mortgage Loan File relating to the Mortgage Loan being
repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall,
pursuant to the Servicing Agreements, object to the foreclosure upon, or other
related conversion of the ownership of, any Mortgaged Property by the related
Servicer if (i) the Master Servicer believes such Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances or
(ii) such Servicer does not agree to administer such Mortgaged Property, once
the related Mortgage Loan becomes an REO Mortgage Loan, in a manner which would
not result in a federal tax being imposed upon the Trust Estate or the REMIC.
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) (without, in
the case of the Class A-3 Certificates, giving effect to the guaranty provided
by Ambac) as a result of such agreement. Any such agreement may contain
provisions whereby such holder may instruct the Master Servicer to instruct a
Servicer to the extent provided in the applicable Servicing Agreement to
commence or delay foreclosure proceedings with respect to delinquent Mortgage
Loans and will contain provisions for the deposit of cash by the holder that
would be available for distribution to Certificateholders if Liquidation
Proceeds are less than they otherwise may have been had the Servicer acted in
accordance with its normal procedures.
SECTION 3.09 TERMINATION AND SUBSTITUTION OF SERVICING
AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trust Administrator is obligated to make an advance pursuant to Section 3.03
and (ii) the Trust Administrator provides Norwest Mortgage written notice of the
failure to make such advance and such failure shall continue unremedied for a
period of 15 days after receipt of such notice, the Trust Administrator shall
recommend to the Trustee the termination of the Norwest Servicing Agreement
without the recommendation of the Master Servicer and upon such recommendation,
the Trustee shall terminate the Norwest Servicing Agreement. The Master Servicer
shall indemnify the Trustee and the Trust Administrator and hold each harmless
from and against any and all claims, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) arising out of, or assessed
against the Trustee or the Trust Administrator in connection with termination of
such Servicing Agreement at the direction of the Master Servicer. In addition,
the Master Servicer shall indemnify the Trustee and hold it harmless from and
against any and all claims, liabilities, costs and expenses (including, without
limitation, reasonable attorney's fees) arising out of, or assessed against the
Trustee in connection with the termination of the Norwest Servicing Agreement as
provided in the second preceding sentence. If the Trustee terminates such
Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement
with the Master Servicer or, at the Master Servicer's nomination, with another
mortgage loan service company acceptable to the Trustee, the Trust
Administrator, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 1934 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class A-PO Certificates) and the Class B-1, Class B-2 and Class
B-3 Certificates pursuant to the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01 DISTRIBUTIONS.
(a) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates and to Ambac, pro
rata, based upon their respective Interest Accrual Amounts and the Premium
Payment, respectively, in an aggregate amount up to the sum of the Class A
Interest Accrual Amount and the Premium Payment with respect to such
Distribution Date;
second, to the Classes of Class A Certificates and to Ambac, pro
rata, based upon their respective Class A Unpaid Interest Shortfalls and
Premium Unpaid Shortfall, respectively, in an aggregate amount up to the
sum of the Aggregate Class A Unpaid Interest Shortfall and Premium Unpaid
Shortfall;
third, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based
on their respective Class A Non-PO Optimal Principal Amount and Class A-PO
Optimal Principal Amount, (A) to the Classes of Class A Certificates
(other than the Class A-PO Certificates), in an aggregate amount up to the
Class A Non-PO Optimal Principal Amount, such distribution to be allocated
among such Classes in accordance with Section 4.01(b) or Section 4.01(c),
as applicable, and (B) to the Class A-PO Certificates in an amount up to
the Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard
to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second, below, second to the Class B-5 Certificates
pursuant to Paragraph nineteenth, below, third to the Class B-4
Certificates pursuant to Paragraph sixteenth, below, fourth to the Class
B-3 Certificates pursuant to Paragraph thirteenth, below, fifth to the
Class B-2 Certificates pursuant to Paragraph tenth below, and sixth to the
Class B-1 Certificates pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such
Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the
Class B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Paragraph
seventh will be reduced by the amount, if any, that would have been
distributable to the Class B-1 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the
Class B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-2 Certificates pursuant to this Paragraph
tenth will be reduced by the amount, if any, that would have been
distributable to the Class B-2 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the
Class B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to
such Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph
sixteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-4 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to
such Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to
the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate.
Notwithstanding the foregoing, after the Principal Balance of any
Class (other than the Class A-R Certificate) has been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls). In addition,
Ambac will not be entitled to its Premium Payments and Premium Unpaid Shortfalls
after the Principal Balance of the Class A-3 Certificates has been reduced to
zero.
Furthermore, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-R
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their outstanding Principal Balances.
(b) On each Distribution Date occurring prior to the Cross-Over
Date, the Class A Non-PO Principal Distribution Amount will be allocated among
and distributed in reduction of the Principal Balances of the Classes of Class A
Certificates (other than the Principal Balance of the Class A-PO Certificates)
in accordance with the following priorities:
first, to the Class A-R Certificate, until the Principal Balance
thereof has been reduced to zero;
second, on each Distribution Date on and after the Distribution Date
in June 2002, concurrently, to the Class A-3 and Class A-4 Certificates,
pro rata, based on their respective initial Principal Balances, an amount
up to $15,700, until the Principal Balance of each such Class has been
reduced to zero;
third, concurrently, 85% to the Class A-1 and 15% to the Class A-2
Certificates, an amount up to $496,000.00, until the Principal Balance of
either such Class has been reduced to zero;
fourth, to the Class A-2 Certificates, until the Principal
Balance thereof has been reduced to zero;
fifth, concurrently, until either (x) the Class A-1 Certificates or
(y) the Class A-3 and Class A-4 Certificates have been reduced to zero:
(i) 70% to the Class A-1 Certificates; and
(ii) 30%, concurrently, to the Class A-3 and Class A-4 Certificates,
pro rata, based on their respective initial Principal Balances;
sixth, to the Class A-1 Certificates, until the Principal Balance
thereof has been reduced to zero; and
seventh, concurrently, to the Class A-3 and Class A-4 Certificates,
pro rata, based on their respective initial Principal Balances, until the
Principal Balance of each such Class has been reduced to zero.
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, the Class A Non-PO Principal
Distribution Amount shall be distributed among the Classes of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Principal Balances without regard to either the
proportions or the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal Balance
is greater than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions of
principal; or
(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 Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B Certificates
to zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
the Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being eligible to
receive principal distributions for the purpose of applying the definition of
its Class B Percentage or Class B Prepayment Percentage.
(e) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to Certificateholders
or in the last paragraph of this Section 4.01(e) respecting the final
distribution in respect of any Class) either in immediately available funds by
wire transfer to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder holds
Certificates having a Denomination at least equal to that specified in Section
11.23, and has so notified the Master Servicer or, if applicable, the Paying
Agent at least seven Business Days prior to the Distribution Date or, if such
Holder holds Certificates having, in the aggregate, a Denomination less than the
requisite minimum Denomination or if such Holder holds the Class A-R Certificate
or has not so notified the Paying Agent, by check mailed to such Holder at the
address of such Holder appearing in the Certificate Register, such Holder's
share of the Class A Distribution Amount with respect to each Class of Class A
Certificates (other than the Class A-3 Certificates) and the Class B
Distribution Amount with respect to each such Class of Class B Certificates and,
in the case of the Class A-3 Certificates, as provided in Section 4.07.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-R Certificate) or the Principal Balance of any Class of
Class B Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the Trust Administrator. The Trust Administrator will
then send a notice to each Certificateholder of such Class with a copy to the
Certificate Registrar, specifying that the final distribution with respect to
such Class will be made on such Distribution Date only upon the presentation and
surrender of such Certificateholder's Certificates at the office or agency of
the Trust Administrator therein specified; provided, however, that the failure
to give such notice will not entitle a Certificateholder to any interest beyond
the interest payable with respect to such Distribution Date in accordance with
Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6
Principal Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5
Principal Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4
Principal Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3
Principal Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2
Principal Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1
Principal Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and Class A-PO Certificates, pro rata, based on
the Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the reduction of the
applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date among the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Classes of Class A Certificates or any Classes of Class B
Certificates, each outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect to the Class A-PO
Certificates, based on the PO Fraction of such Mortgage Loan and, with respect
to the Class A Certificates (other than the Class A-PO Certificates) and Class B
Certificates, based on their pro rata share of the Non-PO Fraction of such
Mortgage Loan) of such Recovery up to the amount of such Realized Loss
previously allocated to such Class on the Distribution Date in the month
following the month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero, such Class shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such Recovery allocated to each outstanding
Class in accordance with the preceding provisions, each outstanding Class shall
be entitled to its pro rata share (determined as described above) of such excess
up to the amount of any unrecovered Realized Loss previously allocated to such
Class. Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery occurs within two years of the realization of such
loss and (i) is the result of an event that would have given rise to the
repurchase of the related Mortgage Loan by the Seller pursuant to Section 2.02
or 2.03, or (ii) represents in whole or part funds which the applicable Servicer
had received in respect of a Liquidated Loan but failed to remit to the
Certificate Account on or prior to the Business Day preceding the Distribution
Date following the Applicable Unscheduled Principal Receipt Period in which the
Mortgage Loan became a Liquidated Loan, such Recovery may, at the sole
discretion of the Master Servicer, be treated as a repurchase or an Unscheduled
Principal Receipt with respect to such Mortgage Loan, as the case may be, the
Realized Loss previously recognized may be reversed and treated for all
subsequent purposes as if it had never occurred and the Master Servicer may make
such adjustments to interest or principal distributions on the Certificates and
to the principal balances of the Certificates as the Master Servicer in its good
faith judgment and sole discretion deems necessary or desirable to effectuate
the reversal of the Realized Loss and the treatment of such amount as a
repurchase or as an Unscheduled Principal Receipt, as the case may be; provided
that such actions do not result in the aggregate distributions made in respect
of each Class of Certificates whose principal balances were previously reduced
as a result of such Realized Loss being less than such Class would have received
if such Recovery had been deposited in the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i) the
Class A Certificates and the Premium Payment and (ii) the Class B Certificates,
pro rata based on the Class A Interest Accrual Amount and the Premium Payment
and the Class B Interest Accrual Amount for the related Distribution Date,
without regard to any reduction pursuant to this sentence. Any such loss
allocated to the Class A Certificates and the Premium Payment shall be allocated
among the outstanding Classes of Class A Certificates and the Premium Payment
based on their Class A Interest Percentages and the Premium Percentage, as the
case may be. Any such loss allocated to the Class B Certificates will be
allocated among the outstanding Classes of Class B Certificates based on their
Class B Interest Percentages. In addition, after the Class B Principal Balance
has been reduced to zero, the interest portion of Realized Losses (other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
will be allocated among the outstanding Classes of Class A Certificates and the
Premium Payment based on their Class A Interest Percentages and the Premium
Percentage, as the case may be.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated on the Determination Date in the second month following the
month in which such loss was incurred with respect to the preceding Distribution
Date.
SECTION 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trust Administrator as
initial Paying Agent to make distributions to Certificateholders and to forward
to Certificateholders the periodic statements and the annual statements required
by Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trust Administrator to execute and deliver to the Trust Administrator an
instrument in which such Paying Agent agrees with the Trust Administrator that
such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to Certificateholders or
otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the
Master Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon
the written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trust Administrator, in which case such Eligible Investments
shall mature not later than the Distribution Date), and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Payment Account by
the Master Servicer out of its own funds immediately as realized. The Paying
Agent may withdraw from the Payment Account any amount deposited in the Payment
Account that was not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS; REPORT TO THE
TRUST ADMINISTRATOR, AMBAC 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, the Seller and Ambac a
statement setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current Class
A Interest Distribution Amount allocated to each Class of Class A Certificates,
(c) any Class A Interest Shortfall Amounts arising with respect to such
Distribution Date and any remaining Class A Unpaid Interest Shortfall with
respect to each Class after giving effect to such distribution, (d) the amount
of any Non-Supported Interest Shortfall allocated to each Class of Class A
Certificates for such Distribution Date and (e) the interest portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to each Class for such Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (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 Trust Administrator pursuant to the Servicing Agreements or this
Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance and the Principal
Balance of each Class of Class B Certificates as of the following Determination
Date after giving effect to the distributions of principal made, and the
principal portion of Realized Losses, if any, allocated with respect to such
Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for such
Distribution Date and the aggregate Scheduled Principal Balance of the Discount
Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage
Loans serviced by Norwest Mortgage and, collectively, by the Other Servicers as
of such Distribution Date;
(x) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current Distribution
Date which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Percentages for the following Distribution Date (without giving effect
to Unscheduled Principal Receipts received after the Applicable Unscheduled
Principal Receipt Period for the current Distribution Date which are applied by
a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Prepayment Percentages for the following Distribution Date (without
giving effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date which are
applied by a Servicer during such Applicable Unscheduled Principal Receipt
Period);
(xiv) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized Losses
constituting Excess Special Hazard Losses, Excess Fraud Losses or Excess
Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of Realized Losses allocated
as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to which
the Servicer of such Mortgage Loan has determined not to foreclose because it
believes the related Mortgaged Property may be contaminated with or affected by
hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the related
Distribution Date and the amount by which the aggregate Available Master
Servicer Compensation has been reduced by the Prepayment Interest Shortfall for
the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount, if any;
(xxiv) in the case of the Class A-3 Certificates, (a) the Class A-3
Distribution Deficiency, if any, for such Distribution Date, (b) amounts, if any
in respect of the Class A-3 Distribution Deficiency paid under the Policy and
(c) the amounts attributable to the Class A-3 Certificates;
(xxv) in the case of the Class A-3 Certificates, the amount
remaining in the Reserve Fund after taking into account the Reserve Withdrawal
for such Distribution Date; and
(xxvi) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trust Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Distribution Amount with respect to
each Class of Class A Certificates and the Class B Distribution Amount with
respect to each Class of Class B Certificates. Upon receipt of any such
statement, the Trust Administrator shall promptly forward a copy of such
statement to Ambac. The determination by the Master Servicer of such amounts
shall, in the absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trust Administrator and the Paying Agent
shall be protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE
SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trust Administrator acquires an interest in a Mortgaged Property through
foreclosure or other comparable conversion in full or partial satisfaction of a
Mortgage Loan serviced by such Servicer, or (ii) knows or has reason to know
that a Mortgaged Property has been abandoned. Reports from the Servicers shall
be in form and substance sufficient to meet the reporting requirements imposed
by Code Section 6050J. In addition, each Servicer shall provide the Master
Servicer with sufficient information to allow the Master Servicer to, for each
year ending after the Cut-Off Date, provide, or cause to be provided, to the
Internal Revenue Service and the Mortgagors such information as is required
under Code Sections 6050H (regarding payment of interest) and 6050P (regarding
cancellation of indebtedness).
SECTION 4.06 RESERVE FUND.
(a) The Reserve Fund shall be established on the Closing Date and
maintained by the Trust Administrator in accordance with this Section 4.06. At
the time the Reserve Fund is established, the Seller shall cause to be deposited
into the Reserve Fund the amount of $2,500.00.
With respect to each Distribution Date, the Reserve Withdrawal shall
be withdrawn by the Trust Administrator from the amount on deposit in the
Reserve Fund in accordance with this Section 4.06 and distributed on such
Distribution Date to the Holders of the Class A-3 Certificates, pro rata, based
on Percentage Interest.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which the Class A Principal Balance of the Class A-3 Certificates has
been reduced to zero, any funds then on deposit in the Reserve Fund shall be
distributed to Lehman Brothers at the address provided by it to the Trust
Administrator.
(b) The Reserve Fund will be an "outside reserve fund" under the
REMIC Provisions that is beneficially owned for federal income tax purposes by
Lehman Brothers, which shall report all income, gain, deduction or loss with
respect thereto, and will not be an asset of the REMIC.
SECTION 4.07 DISTRIBUTIONS IN REDUCTION OF THE CLASS A-3
CERTIFICATES.
Distributions in reduction of the Class A Principal Balance of the
Class A-3 Certificates will be made in integral multiples of $1,000 at the
request of the appropriate representatives of Deceased Holders of such Class and
at the request of Living Holders of such Class or by mandatory distributions by
random lot, pursuant to clauses (a) and (d) below, or on a pro rata basis
pursuant to clause (f) below.
(a) On each Distribution Date on which distributions in reduction
of the Class A Principal Balance of the Class A-3 Certificates are made, such
distributions will be made with respect to such Class in the following priority:
(i) any request by the personal representatives of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint tenant or
by a surviving tenant in common, but not exceeding an aggregate principal
balance for such Class of $100,000 per request; and
(ii) any request by a Living Holder, but not exceeding an aggregate
principal balance for such Class of $10,000 per request.
Thereafter, distributions will be made, with respect to such Class,
as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000,
respectively. This sequence of priorities will be repeated for each request for
principal distributions for such Class made by the Beneficial Owners of the
Class A-3 Certificates until all such requests have been honored.
For each such sequence of priorities described above, requests for
distributions in reduction of the principal balances of Class A-3 Certificates
presented on behalf of Deceased Holders in accordance with the provisions of
clause (i) above will be accepted in order of their receipt by the Clearing
Agency and requests for distributions in reduction of the principal balance of
Class A-3 Certificates presented by Living Holders in accordance with the
provisions of clause (ii) above will be accepted in the order of their receipt
by the Clearing Agency after all requests with respect to such Class presented
in accordance with clause (i) have been honored. All requests for distributions
in reduction of the principal balances of the Class A-3 Certificates will be
accepted in accordance with the provisions set forth in Section 4.07(c). All
requests for distributions in reduction of the principal balance of Class A-3
Certificates with respect to any Distribution Date must be received by the
Clearing Agency and forwarded to, and received by, the Trust Administrator no
later than the close of business on the related Record Date. Requests for
distributions which are received by the Clearing Agency and forwarded to, and
received by, the Trust Administrator after the related Record Date and requests,
in either case, for distributions not accepted with respect to any Distribution
Date, will be treated as requests for distributions in reduction of the
principal balance of Class A-3 Certificates on the next succeeding Distribution
Date, and each succeeding Distribution Date thereafter, until each such request
is accepted or is withdrawn as provided in Section 4.07(c). Such requests as are
not so withdrawn shall retain their order of priority without the need for any
further action on the part of the appropriate Beneficial Owner of the related
Class A-3 Certificate, all in accordance with the procedures of the Clearing
Agency and the Trust Administrator. Upon the transfer of beneficial ownership of
any Class A-3 Certificate, any distribution request previously submitted with
respect to such Certificate will be deemed to have been withdrawn only upon the
receipt by the Trust Administrator of notification of such withdrawal in the
manner required by the Clearing Agency under its APUT System.
Distributions in reduction of the principal balances of the Class
A-3 Certificates will be applied, in the aggregate with respect to such Class,
in an amount equal to the Class A Non-PO Principal Distribution Amount allocable
to such Class pursuant to Section 4.01(b) plus any amounts distributable to the
Class A-3 Certificates as a payment under the Policy of a Class A-3 Principal
Loss Amount of the type described in clause (i) of the definition thereof, minus
amounts to repay any funds withdrawn from the Rounding Account for the prior
Distribution Date, plus any amounts available for distribution from the Rounding
Account for such Class established as provided in Section 4.07(e), provided that
the aggregate distribution in reduction of the Class A Principal Balance of such
Class on any Distribution Date is made in an integral multiple of $1,000.
To the extent that the portion of the Class A Non-PO Principal
Distribution Amount allocable to distributions in reduction of the Class A
Principal Balance of the Class A-3 Certificates on any Distribution Date plus
any amounts distributable to the Class A-3 Certificates as a payment under the
Policy of a Class A-3 Principal Loss Amount of the type described in clause (i)
of the definition hereof (minus amounts to repay any funds withdrawn from the
Rounding Account on the prior Distribution Date and plus any amounts required to
be distributed from the Rounding Account pursuant to Section 4.07(e)) exceeds
the aggregate principal balances of Class A-3 Certificates with respect to which
distribution requests, as set forth above, have been received distributions in
reduction of the Class A Principal Balance of the Class A-3 Certificates will be
made by mandatory distribution pursuant to Section 4.07(d).
(b) A Class A-3 Certificate shall be deemed to be held by a
Deceased Holder for purposes of this Section 4.07 if the death of the Beneficial
Owner thereof is deemed to have occurred. Class A-3 Certificates beneficially
owned by tenants by the entirety, joint tenants or tenants in common will be
considered to be beneficially owned by a single owner. The death of a tenant by
the entirety, joint tenant or tenant in common will be deemed to be the death of
the Beneficial Owner, and the Class A-3 Certificates so beneficially owned will
be eligible for priority with respect to distributions in reduction of the
principal balance of such Class thereof, subject to the limitations stated
above. Class A-3 Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Beneficial Owners of a number of
Individual Class A-3 Certificates greater than the number of Individual Class
A-3 Certificates of which such trust is the owner. The death of a beneficiary of
a trust will be deemed to be the death of a Beneficial Owner of the Class A-3
Certificates owned by the trust to the extent of such beneficiary's beneficial
interest in such trust. The death of an individual who was a tenant by the
entirety, joint tenant or tenant in common in a tenancy which is the beneficiary
of a trust will be deemed to be the death of the beneficiary of such trust. The
death of a person who, during his or her lifetime, was entitled to substantially
all of the beneficial ownership interests in Individual Class A-3 Certificates
will be deemed to be the death of the Beneficial Owner of such Class A-3
Certificates regardless of the registration of ownership, if such beneficial
interest can be established to the satisfaction of the Trust Administrator. Such
beneficial interest will be deemed to exist in typical cases of street name or
nominee ownership, ownership by a Trust Administrator, ownership under the
Uniform Gifts to Minors Act and community property or other joint ownership
arrangements between a husband and wife. Beneficial interests shall include the
power to sell, transfer or otherwise dispose of a Class A-3 Certificate and the
right to receive the proceeds therefrom, as well as interest and distributions
in reduction of the principal balances of the Class A-3 Certificates payable
with respect thereto. The Trust Administrator shall not be under any duty to
determine independently the occurrence of the death of any deceased Beneficial
Owner. The Trust Administrator may rely entirely upon documentation delivered to
it pursuant to Section 4.07(c) in establishing the eligibility of any Beneficial
Owner to receive the priority accorded Deceased Holders in Section 4.07(a).
(c) Requests for distributions in reduction of the principal
balance of Class A-3 Certificates must be made by delivering a written request
therefor to the Clearing Agency Participant or Clearing Agency Indirect
Participant that maintains the account evidencing such Beneficial Owner's
interest in Class A-3 Certificates. In the case of a request on behalf of a
Deceased Holder, appropriate evidence of death and any tax waivers are required
to be forwarded to the Trust Administrator under separate cover. The Clearing
Agency Participant should in turn make the request of the Clearing Agency (or,
in the case of a Clearing Agency Indirect Participant, such Clearing Agency
Indirect Participant must notify the related Clearing Agency Participant of such
request, which Clearing Agency Participant should make the request of the
Clearing Agency) in the manner required under the rules and regulations of the
Clearing Agency's APUT System and provided to the Clearing Agency Participant.
Upon receipt of such request, the Clearing Agency will date and time stamp such
request and forward such request to the Trust Administrator. The Clearing Agency
may establish such procedures as it deems fair and equitable to establish the
order of receipt of requests for such distributions received by it on the same
day. Neither the Master Servicer nor the Trust Administrator shall be liable for
any delay in delivery of requests for distributions or withdrawals of such
requests by the Clearing Agency, a Clearing Agency Participant or any Clearing
Agency Indirect Participant.
The Trust Administrator shall maintain a list of those Clearing
Agency Participants representing the appropriate Beneficial Owners of Class A-3
Certificates that have submitted requests for distributions in reduction of the
principal balance of Certificates of such Class, together with the order of
receipt and the amounts of such requests. The Clearing Agency will honor
requests for distributions in the order of their receipt (subject to the
priorities described in Section 4.07(a) above). The Trust Administrator shall
notify the Clearing Agency and the appropriate Clearing Agency Participants as
to which requests should be honored on each Distribution Date. Requests shall be
honored by the Clearing Agency in accordance with the procedures, and subject to
the priorities and limitations, described in this Section 4.07. The exact
procedures to be followed by the Trust Administrator and the Clearing Agency for
purposes of determining such priorities and limitations will be those
established from time to time by the Trust Administrator or the Clearing Agency,
as the case may be. The decisions of the Trust Administrator and the Clearing
Agency concerning such matters will be final and binding on all affected
persons.
Individual Class A-3 Certificates which have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the month
preceding the month in which such Distribution Date occurs, and notwithstanding
anything to the contrary herein, no amounts shall be due from Ambac or otherwise
with respect to interest on such Certificates after such last day of the month.
Any Beneficial Owner of a Class A-3 Certificate which has requested
a distribution may withdraw its request by so notifying in writing the Clearing
Agency Participant or Clearing Agency Indirect Participant that maintains such
Beneficial Owner's account. In the event that such account is maintained by a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant which in turn must forward
the withdrawal of such request, on a form required by the Clearing Agency, to
the Trust Administrator. If such notice of withdrawal of a request for
distribution has not been received by the Clearing Agency and forwarded to the
Trust Administrator on or before the Record Date for the next Distribution Date,
the previously made request for distribution will be irrevocable with respect to
the making of distributions in reduction of the Class A Principal Balance of
Class A-3 Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the
principal balance of Class A-3 Certificates are rejected by the Trust
Administrator for failure to comply with the requirements of this Section 4.07,
the Trust Administrator shall return such request to the appropriate Clearing
Agency Participant with a copy to the Clearing Agency with an explanation as to
the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the
Class A Principal Balance of Class A-3 Certificates on a Distribution Date
exceed the outstanding principal balances of Certificates of such Class with
respect to which distribution requests have been received by the related Record
Date, as provided in Section 4.07(a) above, distributions in reduction of the
Class A Principal Balance of the Class A-3 Certificates will be made by
mandatory distributions in reduction thereof. Such mandatory distributions on
Individual Class A-3 Certificates will be made by random lot in accordance with
the then-applicable random lot procedures of the Clearing Agency, the Clearing
Agency Participants and the Clearing Agency Indirect Participants representing
the Beneficial Owners; provided however, that, if after the distribution in
reduction of the Class A Principal Balance of the Class A-3 Certificates on the
next succeeding Distribution Date on which mandatory distributions are to be
made, the principal balance of Class A-3 Certificates would not be reduced to
zero, the Individual Class A-3 Certificates to which such distributions will be
applied shall be selected by the Clearing Agency from those Class A-3
Certificates not otherwise receiving distributions in reduction of the principal
balance on such Distribution Date. The Trust Administrator shall notify the
Clearing Agency of the aggregate amount of the mandatory distribution in
reduction of the Class A Principal Balance of the Class A-3 Certificates to be
made on the next Distribution Date. The Clearing Agency shall then allocate such
aggregate amount among its Clearing Agency Participants on a random lot basis.
Each Clearing Agency Participant and, in turn, each Clearing Agency Indirect
Participant will then select, in accordance with its own random lot procedures,
Individual Class A-3 Certificates from among those held in its accounts to
receive mandatory distributions in reduction of the principal balance of the
Certificates of such Class, such that the total amount so selected is equal to
the aggregate amount of such mandatory distributions allocated to such Clearing
Agency Participant by the Clearing Agency and to such Clearing Agency Indirect
Participant by its related Clearing Agency Participant, as the case may be.
Clearing Agency Participants and Clearing Agency Indirect Participants which
hold Class A-3 Certificates selected for mandatory distributions in reduction of
the principal balances are required to provide notice of such mandatory
distributions to the affected Beneficial Owners. The Master Servicer agrees to
notify the Trust Administrator of the amount of distributions in reduction of
the principal balances of Class A-3 Certificates to be made on each Distribution
Date in a timely manner such that the Trust Administrator may fulfill its
obligations pursuant to the Letter of Representations dated the Business Day
immediately preceding the Closing Date among the Seller, the Trust Administrator
and the Clearing Agency.
(e) On the Closing Date, the Rounding Account shall be established
with the Trust Administrator and the Seller shall cause to be initially
deposited with the Trust Administrator a $999.99 deposit for the Rounding
Account. On each Distribution Date on which a distribution is made in reduction
of the principal balance of the Class A-3 Certificates, funds on deposit in the
Rounding Account shall be available to be applied to round upward to an integral
multiple of $1,000 the aggregate distribution in reduction of the Class A
Principal Balance to be made on the Class A-3 Certificates. Rounding of such
distribution on the Class A-3 Certificates shall be accomplished, on the first
such Distribution Date, by withdrawing from the Rounding Account the amount of
funds, if any, needed to round the amount otherwise available for such
distribution in reduction of the principal balance of the Class A-3 Certificates
upward to the next integral multiple of $1,000. On each succeeding Distribution
Date on which distributions in reduction of the principal balance of the Class
A-3 Certificates are to be made, the aggregate amount of such distributions
allocable to the Class A-3 Certificates shall be applied first to repay any
funds withdrawn from the Rounding Account on the prior Distribution Date for
which funds were withdrawn from such account, and then the remainder of such
allocable amount, if any, shall be similarly rounded upward and applied as
distributions in reduction of the principal balance of the Class A-3
Certificates; this process shall continue on succeeding Distribution Dates until
the Class A Principal Balance of the Class A-3 Certificates has been reduced to
zero. The funds in the Rounding Account shall be held in a non-interest bearing
account and shall not be reinvested.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which distributions in reduction of the Class A Principal Balance of the
Class A-3 Certificates will reduce the Class A Principal Balance thereof to zero
or in the event that distributions in reduction of the Class A Principal Balance
of the Class A-3 Certificates are made in accordance with the provisions set
forth in Section 4.07(f), an amount equal to the difference between $1,000 and
the sum then held in the Rounding Account shall be paid from the Pool
Distribution Amount to the Rounding Account. Any funds then on deposit in such
Rounding Account shall be distributed to the Holder of the Class A-R
Certificate.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date on and after Ambac's failure to make a payment with respect to
a Class A-3 Distribution Deficiency, distributions in reduction of the Principal
Balance of the Class A-3 Certificates (including amounts paid in respect of such
losses under the Policy) will be made on a pro rata basis among the Holders of
the Class A-3 Certificates and will not be made in integral multiples of $1,000
or pursuant to requested distributions or mandatory distributions by random lot.
(g) In the event that the pro rata distributions described in
section 4.07(f) cannot be made through the facilities of the Clearing Agency,
the Class A-3 Certificates will be withdrawn from the facilities of the Clearing
Agency and Definitive Certificates will be issued to replace such withdrawn
Book-Entry Certificates pursuant to Section 5.07. An amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which pro rata
distributions in reduction of the principal balances of the Class A-3
Certificates are to be made; provided that such procedures shall be consistent,
to the extent practicable and customary for certificates similar to the Class
A-3 Certificates, with the provisions of this Section 4.07.
SECTION 4.08 POLICY MATTERS.
(a) If, on the second Business Day before any Distribution Date,
the Trust Administrator determines that there will be a Class A-3 Distribution
Deficiency for such Distribution Date, the Trust Administrator shall determine
the amount of such Class A-3 Distribution Deficiency and shall give notice to
Ambac by telephone or telecopy of the amount of such deficiency confirmed in
writing by the Notice of Nonpayment by 12:00 noon, New York City time on such
second Business Day.
(b) At the time of the execution and delivery of this Agreement,
the Trust Administrator shall establish a separate special purpose trust account
in the name of the Trust Administrator for the benefit of Holders of the Class
A-3 Certificates referred to herein as the "Policy Payments Account" over which
the Trust Administrator shall have exclusive control and sole right of
withdrawal. The Trust Administrator shall deposit any amounts paid under the
Policy into the Policy Payments Account and distribute such amounts only for
purposes of payment to Holders of the Class A-3 Certificates of the Class A-3
Distribution Deficiency for which a claim was made and such amounts may not be
applied to satisfy any costs, expenses or liabilities of the Trust Administrator
or the Trust Estate. Amounts paid under the Policy shall be disbursed by the
Trust Administrator to Holders of the Class A-3 Certificates in the same manner
as distributions in reduction of the principal balance of and interest on the
Certificates of such Class are made under Section 4.01(e). It shall not be
necessary for such payments of the Class A-3 Distribution Deficiency to be made
by checks or wire transfers separate from the check or wire transfer used to pay
distributions in reduction of the principal balance of and interest on the Class
A-3 Certificates with funds available to make such distributions. However, the
amount of any distribution to be paid from funds transferred from the Policy
Payments Account shall be noted as provided in (c) below and in the statement to
be furnished to Holders of the Class A-3 Certificates and Ambac pursuant to
Section 4.04. Funds held in the Policy Payments Account shall not be invested by
the Trust Administrator.
On any Distribution Date with respect to which a claim has been made
under the Policy, the amount of any funds received by the Trust Administrator as
a result of the claim under the Policy to the extent necessary to make
distributions on the Class A-3 Certificates equal to the Class A-3 Distribution
Deficiency on such Distribution Date shall be withdrawn from the Policy Payments
Account and applied by the Trust Administrator to the payment in full of the
Class A-3 Distribution Deficiency. Any funds deposited into the Policy Payments
Account in respect of the Class A-3 Certificates that are remaining therein on
the first Business Day following a Distribution Date after the Class A-3
Distribution Deficiency has been made to the Certificateholders of such Class
shall be remitted in immediately available funds to Ambac, pursuant to the
instructions of Ambac, by the end of such Business Day.
(c) The Trust Administrator shall keep a complete and accurate
record of the Class A-3 Interest Loss Amount, the Class A-3 Principal Loss
Amount and any Non-Supported Interest Shortfall allocated to the Class A-3
Certificates once the Reserve Fund has been depleted, paid from moneys received
under the Policy. Ambac shall have the right to inspect such records at
reasonable times upon one Business Day's prior notice to the Trust
Administrator.
(d) In the event that the Trust Administrator has received a
certified copy of an order of the appropriate court that any distributions in
reduction of the principal balance of or interest on a Class A-3 Certificate has
been avoided in whole or in part as a preference payment under applicable
bankruptcy law, the Trust Administrator shall so notify Ambac and shall comply
with the provisions of the applicable Policy to obtain payment by Ambac of such
avoided distribution, and shall, at the time it provides notice to Ambac,
notify, by mail to Holders of the Certificates of such Class that, in the event
that any Holder's distribution is so recovered, such Holder will be entitled to
payment pursuant to the terms of the applicable Policy, a copy of which shall be
made available by the Trust Administrator and the Trust Administrator shall
furnish to Ambac its records evidencing the distributions in reduction of the
principal balance of and interest (including any Non-Supported Interest
Shortfall described in Section 4.08(c)) on the Class A-3 Certificates, if any,
which have been made by the Trust Administrator and subsequently recovered from
Holders, and the dates on which such distributions were made. Such payment under
the applicable Policy shall be disbursed to the receiver, conservator,
debtor-in-possession or Trust Administrator in bankruptcy named in the order and
not to the Trust Administrator or any Class A-3 Certificateholder directly
(unless such Certificateholder has previously paid such amount to the receiver,
conservator, debtor-in-possession or Trust Administrator in bankruptcy named in
the order, in which case such payment shall be disbursed to the Trust
Administrator for distribution to such Certificateholder upon proof of such
payment reasonably satisfactory to Ambac).
(e) The Trust Administrator shall promptly notify Ambac of any
proceeding or the institution of any action seeking the avoidance as a
preferential transfer under applicable bankruptcy, insolvency, receivership or
similar law (a "Preference Claim") of any distribution made with respect to the
Class A-3 Certificates as to which it has actual knowledge. Each Holder of a
Class A-3 Certificate, by its purchase of such Certificates and the Trust
Administrator hereby agree that Ambac (so long as no Ambac Default exists) may
at any time during the continuation of any proceeding relating to a Preference
Claim direct all matters relating to such Preference Claim, including, without
limitation, (i) the direction of any appeal of any order relating to any
Preference Claim and (ii) the posting of any surety, supersedeas or performance
bond pending any such appeal. In addition and without limitation of the
foregoing, Ambac shall be subrogated to the rights of the Trust Administrator
and each Holder in the conduct of any Preference Claim, including, without
limitation, all rights of any party to an adversary proceeding or action with
respect to any court order issued in connection with any such Preference Claim.
(f) The Trust Administrator acknowledges, and each Holder of a
Class A-3 Certificate by its acceptance of such Certificate agrees, that without
any further action on the part of Ambac, Ambac shall be subrogated to all of the
rights to amounts distributable to such Certificateholders in respect of Class A
Unpaid Interest Shortfalls, Non-Supported Interest Shortfalls allocated to such
Certificates and recoveries, if any, with respect to the Class A-3 Principal
Loss Amounts with respect to amounts paid under the Policy. The Class A-3
Certificateholders by acceptance of such Certificates assign their rights as
Holders of such Certificates to Ambac to the extent of Ambac's interest with
respect to amounts paid.
(g) The Master Servicer shall designate an Ambac Contact Person
who shall be available to Ambac to provide reasonable access to information
regarding the Mortgage Loans. The initial Ambac Contact Person is appointed in
Section 11.27.
(h) The Trust Administrator shall surrender the Policy to Ambac
for cancellation upon the expiration of the term of the Policy as provided in
the Policy.
(i) The Trust Administrator upon receipt from the Master Servicer
shall send to Ambac the report prepared pursuant to Section 3.05 and the
statements prepared pursuant to Section 4.04.
SECTION 4.09 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates or the allocation of losses to the Certificates,
the interpretation of such provisions and any actions taken by the Master
Servicer in good faith to implement such interpretation shall be binding upon
Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-PO,
Class A-R, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in
excess thereof (except, if necessary, for one Certificate of each Class (other
than Class A-PO, Class A-R, Class B-5 and Class B-6 Certificates) that evidences
one Single Certificate plus such additional principal portion as is required in
order for all Certificates of such Class to equal the aggregate Original
Principal Balance of such Class, as the case may be), and shall be substantially
in the respective forms set forth as Exhibits A-1, A-2, A-3, A-4, A-PO, A-R,
B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse side of Certificates) hereto. On
original issue the Certificates shall be executed and delivered by the Trust
Administrator to or upon the order of the Seller upon receipt by the Trust
Administrator or the Custodian of the documents specified in Section 2.01. The
aggregate principal portion evidenced by the Class A and Class B Certificates
shall be the sum of the amounts specifically set forth in the respective
Certificates. The Certificates shall be executed by manual or facsimile
signature on behalf of the Trust Administrator by any Responsible Officer
thereof. Certificates bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Trust Administrator shall bind
the Trust Administrator notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of
such Certificates or did not hold such offices at the date of such Certificates.
No Certificate shall be entitled to any benefit under this Agreement, or be
valid for any purpose, unless manually countersigned by a Responsible Officer of
the Trust Administrator, or unless there appears on such Certificate a
certificate of authentication executed by the Authenticating Agent by manual
signature, and such countersignature or certificate upon a Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued
is registered in the name of [the Clearing Agency] or such other name as
requested by an authorized representative of [the Clearing Agency] and any
payment is made to [the Clearing Agency], any transfer, pledge or other
use hereof for value or otherwise by or to any person is wrongful since
the registered owner hereof, [the Clearing Agency], has an interest
herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and the
taking of actions by the Holders of Book-Entry Certificates) as the authorized
representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of this
Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the rules,
regulations and procedures of the Clearing Agency and agreements between such
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates, refer to
actions taken by the Clearing Agency upon instructions from the Clearing Agency
Participants, and all references in this Agreement to distributions, notices,
reports and statements to Certificateholders shall, with respect to the
Book-Entry Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the Book-Entry
Certificates, as the case may be, for distribution to Beneficial Owners in
accordance with the procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency Participants,
for distribution by such Clearing Agency Participants to the Beneficial Owners
or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trust Administrator at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trust Administrator shall cause to be kept at one of the
offices or agencies to be maintained in accordance with the provisions of
Section 5.06 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trust Administrator shall act as, or shall appoint, a
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trust Administrator or the
Authenticating Agent in accordance with their standard procedures.
(b) No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the Trust Administrator or the Seller may, if such transfer is to be
made within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
A-PO, Class B-4, Class B-5 or Class B-6 Certificateholder to deliver a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trust Administrator and the Seller, to the effect that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer, and (ii) the Trust Administrator
shall require the transferee (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trust Administrator the facts surrounding such
transfer, which investment letter shall not be an expense of the Trust
Administrator, the Trustee, the Seller or the Master Servicer. The Holder of a
Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trust
Administrator, the Trustee, the Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trust Administrator is under an
obligation to register the Class A-PO, Class B-4, Class B-5 or Class B-6
Certificates under said Act or any other securities law.
(c) No transfer of a Class A-PO or Class B Certificate shall be made
(other than the transfer of the Class A-PO Certificates to an affiliate of the
Seller on the Closing Date) unless the Trust Administrator and the Seller shall
have received (i) a representation letter from the transferee in the form of
Exhibit J hereto, in the case of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate, or in the form of Exhibit K hereto, in the case of a Class B-1,
Class B-2 or Class B-3 Certificate, to the effect that either (a) such
transferee is not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer or (b) with respect to the Class B Certificates
only, if such transferee is an insurance company, (A) the source of funds used
to purchase the Class B Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class B Certificates are
covered by Sections I and III of PTE 95-60 or (ii) in the case of any such Class
A-PO or Class B Certificate presented for registration in the name of a Plan, or
a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the Trust
Administrator and the Seller to the effect that the purchase or holding of such
Class A-PO or Class B Certificate will not result in the assets of the Trust
Estate being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trust Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trust Administrator, the Trustee,
the Seller or the Master Servicer. The Class A-PO and Class B Certificates shall
bear a legend referring to the foregoing restrictions contained in this
paragraph.
(d) No legal or beneficial interest in all or any portion of the
Class A-R Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator with
an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person
that has delivered to both the transferor and the Trust Administrator an opinion
of a nationally recognized tax counsel to the effect that the transfer of the
Class A-R Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of the Class
A-R Certificate will not be disregarded for federal income tax purposes (any
such person who is not covered by clauses (i), (ii) or (iii) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trust Administrator shall not
execute, and shall not authenticate (or cause the Authenticating Agent to
authenticate) and deliver, a new Class A-R Certificate in connection with any
such transfer to a disqualified organization or agent thereof (including a
broker, nominee or middleman), an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, and neither the Certificate Registrar nor the Trust
Administrator shall accept a surrender for transfer or registration of transfer,
or register the transfer of, the Class A-R Certificate, unless the transferor
shall have provided to the Trust Administrator an affidavit, substantially in
the form attached as Exhibit H hereto, signed by the transferee, to the effect
that the transferee is not such a disqualified organization, an agent (including
a broker, nominee, or middleman) for any entity as to which the transferee has
not received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class A-R
Certificate to disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also contain the statement
of the transferee that (i) the transferee has historically paid its debts as
they have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee will
not transfer the Class A-R Certificate to any Person who does not provide an
affidavit substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R
Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of the Class A-R Certificate as completely as if such
transfer had never occurred, provided that the Master Servicer may, but is not
required to, recover any distributions made to such transferee with respect to
the Class A-R Certificate, and (ii) the Master Servicer agrees to furnish to the
Internal Revenue Service and to any transferor of the Class A-R Certificate or
such agent (within 60 days of the request therefor by the transferor or agent)
such information necessary to the application of Code Section 860E(e) as may be
required by the Code, including but not limited to the present value of the
total anticipated excess inclusions with respect to the Class A-R Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN
CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trust
Administrator or the Authenticating Agent, or the Trust Administrator or the
Authenticating Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trust
Administrator or the Authenticating Agent such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of notice
to the Trust Administrator or the Authenticating Agent that such Certificate has
been acquired by a bona fide purchaser, the Trust Administrator shall execute
and authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and principal portion or
Percentage Interest and of the same Class. Upon the issuance of any new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.
(a) If the Trust Administrator is not acting as Certificate
Registrar, the Certificate Registrar shall furnish or cause to be furnished to
the Trust Administrator, within 15 days after receipt by the Certificate
Registrar of a request by the Trust Administrator in writing, a list, in such
form as the Trust Administrator may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the most recent Record
Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar, the
Trust Administrator and the Trustee that neither the Seller, the Master
Servicer, the Certificate Registrar, the Trust Administrator nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names, addresses and Percentage Interests of the Certificateholders
hereunder, regardless of the source from which such information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trust Administrator will maintain, at its expense, an office or
agency where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Certificate Registrar in
respect of the Certificates and this Agreement may be served. The Trust
Administrator initially designates the Corporate Trust Office and the principal
corporate trust office of the Authenticating Agent, if any, as its offices and
agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trust Administrator in
writing that the Clearing Agency is no longer willing or able properly to
discharge its responsibilities as depository with respect to the Book-Entry
Certificates, and (B) the Master Servicer is unable to locate a qualified
successor, (ii) the Master Servicer, at its option, advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Clearing Agency, (iii) after the occurrence of dismissal or
resignation of the Master Servicer, Beneficial Owners representing aggregate
Voting Interests of not less than 51% of the aggregate Voting Interests of each
outstanding Class of Book-Entry Certificates advise the Trust Administrator
through the Clearing Agency and Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Beneficial Owners or (iv) upon the occurrence of the
events specified in Section 4.07(g), the Trust Administrator shall notify the
Beneficial Owners, through the Clearing Agency, of the occurrence of any such
event and of the availability of Definitive Certificates to Beneficial Owners
requesting the same. Upon surrender to the Trust Administrator by the Clearing
Agency of the Certificates held of record by its nominee, accompanied by
reregistration instructions and directions to execute and authenticate new
Certificates from the Master Servicer, the Trust Administrator shall execute and
authenticate Definitive Certificates for delivery at its Corporate Trust Office.
The Master Servicer shall arrange for, and will bear all costs of, the printing
and issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.
SECTION 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE
MASTER SERVICER.
Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE
MASTER SERVICER AND OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Seller nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and which in its opinion does not involve it in any expense or
liability; provided, however, that the Seller or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder if the Certificateholders
offer to the Seller or the Master Servicer, as the case may be, reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Seller or the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated in reduction of distributions on the Class A and Class B Certificates
in the same manner as Realized Losses are allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator, a copy of which shall be delivered, but not addressed,
to Ambac. No such resignation shall become effective until the Trustee, the
Trust Administrator or a successor servicer shall have assumed the Master
Servicer's responsibilities, duties, liabilities and obligations hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER
SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; provided, however, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee and the
Trust Administrator, in the exercise of its reasonable judgment, and executes
and delivers to the Trustee and the Trust Administrator an agreement, in form
and substance reasonably satisfactory to the Trustee and the Trust
Administrator, which contains an assumption by such purchaser or transferee of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Master Servicer hereunder from and after the
date of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency (without, in the
case of the Class A-3 Certificates, giving effect to the guaranty provided by
Ambac); and (ii) to delegate to, subcontract with, authorize, or appoint an
affiliate of the Master Servicer to perform and carry out any duties, covenants
or obligations to be performed and carried out by the Master Servicer under this
Agreement and hereby agrees so to delegate, subcontract, authorize or appoint to
an affiliate of the Master Servicer any duties, covenants or obligations to be
performed and carried out by the Master Servicer to the extent that such duties,
covenants or obligations are to be performed in any state or states in which the
Master Servicer is not authorized to do business as a foreign corporation but in
which the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, Trust Administrator or the Seller under this Agreement, incurred by it
prior to the time that the conditions contained in clause (i) above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE, TRUST ADMINISTRATOR
AND SELLER BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee,
the Trust Administrator and the Seller and any director, officer or agent
thereof against any loss, liability or expense, including reasonable attorney's
fees, arising out of, in connection with or incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties of the Master
Servicer under this Agreement or by reason of reckless disregard of its
obligations and duties under this Agreement. Any payment pursuant to this
Section made by the Master Servicer to the Trustee, the Trust Administrator or
the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
SECTION 6.08 MASTER SERVICER COVENANTS CONCERNING YEAR 2000
COMPLIANCE.
The Master Servicer covenants that it is working to modify its
computer and other systems used in the performance of its duties as Master
Servicer for the Certificates to operate in a manner such that, on and after
January 1, 2000, the Master Servicer can perform its duties in accordance with
the terms of this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to be
distributed to Certificateholders any payment required to be made by the Master
Servicer under the terms of this Agreement which, in either case, continues
unremedied for a period of three business days after the date upon which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer by the Trustee or to the Master Servicer and the Trustee
by the holders of Certificates evidencing in the aggregate not less than 25% of
the aggregate Voting Interest represented by all Certificates; or
(ii) any failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or agreements on
the part of the Master Servicer in the Certificates or in this Agreement which
continues unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer by the Trustee, or to the Master Servicer and the Trustee
by the holders of Certificates evidencing in the aggregate not less than 25% of
the aggregate Voting Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any bankruptcy, insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Master Servicer and such decree or order shall have remained in force
undischarged and unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in any
bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating to the
Master Servicer, or of or relating to all or substantially all of its property;
or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage of any
applicable insolvency, bankruptcy or reorganization statute, make an assignment
for the benefit of its creditors or voluntarily suspend payment of its
obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into another
entity or shall permit another entity to consolidate or merge into it, such that
the resulting entity does not meet the criteria for a successor servicer, as
specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHLMC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator
on behalf of the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF
TRUSTEE DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE MASTER
SERVICER AND UPON EVENT OF DEFAULT.
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or the Trust Administrator may, but
need not if the Trustee or the Trust Administrator, as the case may be, deems it
not in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
SECTION 7.05 TRUST ADMINISTRATOR TO ACT; APPOINTMENT OF
SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee or the Trust Administrator receives the resignation
of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
6.04, the Trust Administrator on behalf of the Trustee shall be the successor in
all respects to the Master Servicer in its capacity as master servicer under
this Agreement and the transactions set forth or provided for herein and shall
have the rights and powers and be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, however, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
(without, in the case of the Class A-3 Certificates, giving effect to the
guaranty provided by Ambac) by either Rating Agency and the retention thereof by
the Master Servicer would avert such revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trust
Administrator shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register. The Trust
Administrator shall also, within 45 days after the occurrence of any Event of
Default known to the Trust Administrator, give written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45-day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
SECTION 8.01 DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR.
The Trustee and the Trust Administrator, prior to the occurrence of
an Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Trust Administrator, which
are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee and the Trust Administrator from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct; provided,
however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties and
obligations of the Trustee and the Trust Administrator shall be determined
solely by the express provisions of this Agreement, the Trustee and the Trust
Administrator shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the Trustee
and the Trust Administrator and, in the absence of bad faith on the part of the
Trustee and the Trust Administrator, the Trustee and the Trust Administrator may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and the Trust Administrator, and conforming to the requirements of this
Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally
liable with respect to any action taken, suffered or omitted to be taken by it
in good faith in accordance with the direction of holders of Certificates which
evidence in the aggregate not less than 25% of the Voting Interest represented
by all Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee and the Trust Administrator,
or exercising any trust or power conferred upon the Trustee and the Trust
Administrator, under this Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable
for any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the Trust
Administrator or such Responsible Officer, as the case may be, was negligent in
ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE
TRUST ADMINISTRATOR.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may request and
rely and shall be protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties and the
manner of obtaining consents and evidencing the authorization of the execution
thereof shall be subject to such reasonable regulations as the Trustee or Trust
Administrator, as applicable, may prescribe;
(ii) Each of the Trustee and the Trust Administrator may consult
with counsel, and any written advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall be
personally liable for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(iv) Subject to Section 7.04, the Trust Administrator shall not be
accountable, shall have no liability and makes no representation as to any acts
or omissions hereunder of the Master Servicer until such time as the Trust
Administrator may be required to act as Master Servicer pursuant to Section 7.05
and thereupon only for the acts or omissions of the Trust Administrator as
successor Master Servicer; and
(v) Each of the Trustee and the Trust Administrator may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
SECTION 8.03 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR
REQUIRED TO MAKE INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, neither the Trustee
nor the Trust Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, Mortgage,
Mortgage Note or other paper or document (provided the same appears regular on
its face), unless requested in writing to do so by holders of Certificates
evidencing in the aggregate not less than 51% of the Voting Interest represented
by all Certificates; provided, however, that if the payment within a reasonable
time to the Trustee or the Trust Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee or the Trust Administrator, not reasonably assured
to the Trustee or the Trust Administrator by the security afforded to it by the
terms of this Agreement, the Trustee or the Trust Administrator may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee or the Trust Administrator, shall
be repaid by the Master Servicer upon demand.
SECTION 8.04 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR LIABLE
FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
SECTION 8.05 TRUSTEE AND TRUST ADMINISTRATOR MAY OWN
CERTIFICATES.
Each of the Trustee, the Trust Administrator and any agent thereof,
in its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent and may transact banking and/or trust business with
the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to each of the
Trustee and the Trust Administrator from time to time, and each of the Trustee
and the Trust Administrator shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee or the
Trust Administrator, as the case may be, and the Master Servicer will pay or
reimburse the Trustee or the Trust Administrator, as the case may be, upon its
request for all reasonable expenses, disbursements and advances incurred or made
by it in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
Each of the Trustee and the Trust Administrator hereunder shall at
all times (i) be a corporation or association having its principal office in a
state and city acceptable to the Seller, organized and doing business under the
laws of such state or the United States of America, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
Either of the Trustee or the Trust Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
of resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee or trust administrator. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee or trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee or trust administrator shall have been
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Trust Administrator, as the case
may be, may petition any court of competent jurisdiction for the appointment of
a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to
be eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator
and appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
SECTION 8.09 SUCCESSOR.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be, herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be, all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
or trust administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of the successor trustee or
successor trust administrator, as the case may be, the successor trustee or
trust administrator shall cause such notice to be mailed at the expense of the
Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
Any Person into which either the Trustee or the Trust Administrator
may be merged or converted or with which it may be consolidated, to which it may
sell or transfer its corporate trust business and assets as a whole or
substantially as a whole or any Person resulting from any merger, sale,
transfer, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee or Trust Administrator, as the
case may be, hereunder; provided, however, that (i) such Person shall be
eligible under the provisions of Section 8.07, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, and (ii) the Trustee or the
Trust Administrator, as the case may be, shall deliver an Opinion of Counsel to
the Seller and the Master Servicer to the effect that such merger,
consolidation, sale or transfer will not subject the REMIC to federal, state or
local tax or cause the REMIC to not qualify as a REMIC, which Opinion of Counsel
shall be at the sole expense of the Trustee or the Trust Administrator, as the
case may be.
SECTION 8.11 AUTHENTICATING AGENT.
The Trust Administrator may appoint an Authenticating Agent, which
shall be authorized to act on behalf of the Trust Administrator in
authenticating Certificates. Wherever reference is made in this Agreement to the
authentication of Certificates by the Trust Administrator or the Trust
Administrator's countersignature, such reference shall be deemed to include
authentication on behalf of the Trust Administrator by the Authenticating Agent
and a certificate of authentication executed on behalf of the Trust
Administrator by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Trust
Administrator, the Seller and the Master Servicer. The Trust Administrator may
at any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trust Administrator.
Any reasonable compensation paid to the Authenticating Agent shall be a
reimbursable expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except
to the extent that under any law of any jurisdiction in which any particular act
or acts are to be performed (whether as Trustee hereunder or as successor to the
Master Servicer hereunder) the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Estate or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate trustee
or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The Trust Administrator may at any time on or after the Closing
Date, with the consent of the Master Servicer and the Seller, appoint one or
more Custodians to hold all or a portion of the Owner Mortgage Loan Files as
agent for the Trust Administrator, by entering into a Custodial Agreement.
Subject to this Article VIII, the Trust Administrator agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders. Each
Custodian shall be a depository institution subject to supervision by federal or
state authority, shall have a combined capital and surplus of at least
$10,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Owner Mortgage Loan File. Each Custodial Agreement may be amended
only as provided in Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee, the Trust Administrator and the Master
Servicer covenants and agrees that it shall perform its duties hereunder in a
manner consistent with the REMIC Provisions and shall not knowingly take any
action or fail to take any action that would (i) affect the determination of the
Trust Estate's status as a REMIC; or (ii) cause the imposition of any federal,
state or local income, prohibited transaction, contribution or other tax on
either the REMIC or the Trust Estate. The Master Servicer, or, in the case of
any tax return or other action required by law to be performed directly by the
Trust Administrator, the Trust Administrator, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns using a
calendar year as the taxable year for the REMIC and the accrual method of
accounting; (ii) in the first such federal tax return, make, or cause to be
made, elections satisfying the requirements of the REMIC Provisions, on behalf
of the Trust Estate, to treat the Trust Estate as a REMIC; (iii) prepare,
execute and forward, or cause to be prepared, executed and forwarded, to the
Certificateholders all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the Internal Revenue Service and any other relevant governmental taxing
authority in accordance with the REMIC Provisions and any other applicable
federal, state or local laws, including without limitation information reports
relating to "original issue discount" and "market discount" as defined in the
Code based upon the issue prices, prepayment assumption and cash flows provided
by the Seller to the Trust Administrator and calculated on a monthly basis by
using the issue prices of the Certificates; (iv) make available information
necessary for the application of any tax imposed on transferors of residual
interests to "disqualified organizations" (as defined in the REMIC Provisions);
(v) file Forms SS-4 and 8811 and respond to inquiries by Certificateholders or
their nominees concerning information returns, reports or tax returns; (vi)
maintain (or cause to be maintained by the Servicers) such records relating to
the REMIC, including but not limited to the income, expenses, individual
Mortgage Loans (including REO Mortgage Loans, other assets and liabilities of
the REMIC, and the fair market value and adjusted basis of the REMIC property
determined at such intervals as may be required by the Code, as may be necessary
to prepare the foregoing returns or information reports; (vii) exercise
reasonable care not to allow the creation of any "interests" in the REMIC within
the meaning of Code Section 860D(a)(2) other than the interests represented by
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-PO and Class A-R
Certificates and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates; (viii) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the meaning of Code Section
860F(a), unless the Master Servicer shall have provided an Opinion of Counsel to
the Trustee that such occurrence would not (a) result in a taxable gain, (b)
otherwise subject either the Trust Estate or the REMIC to tax or (c) cause the
Trust Estate to fail to qualify as a REMIC; (ix) exercise reasonable care not to
allow the REMIC to receive income from the performance of services or from
assets not permitted under the REMIC Provisions to be held by a REMIC; (x) pay
(on behalf of the REMIC) the amount of any federal income tax, including,
without limitation, prohibited transaction taxes, taxes on net income from
foreclosure property, and taxes on certain contributions to a REMIC after the
Startup Day, imposed on the REMIC, when and as the same shall be due and payable
(but such obligation shall not prevent the Master Servicer or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or depositing payment of
such tax, if permitted by law, pending the outcome of such proceedings); and
(xi) if required or permitted by the Code and applicable law, act as "tax
matters person" for the REMIC within the meaning of Treasury Regulations Section
1.860F-4(d), and the Master Servicer is hereby designated as agent of the Class
A-R Certificateholder for such purpose (or if the Master Servicer is not so
permitted, the Holder of the Class A-R Certificate shall be a tax matters person
in accordance with the REMIC Provisions). The Master Servicer shall be entitled
to be reimbursed pursuant to Section 3.02 for any taxes paid by it pursuant to
clause (x) of the preceding sentence, except to the extent that such taxes are
imposed as a result of the bad faith, willful misfeasance or gross negligence of
the Master Servicer in the performance of its obligations hereunder. The
Trustee's sole duties with respect to the REMIC are to sign the tax returns
referred to in clause (i) of the second preceding sentence and comply with
written directions from the Master Servicer or the Trust Administrator.
In order to enable the Master Servicer, the Trust Administrator or
the Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to the
Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trust Administrator prepares any of the federal, state and local tax returns
of the REMIC as described above, the Trust Administrator hereby indemnifies the
Seller, the Master Servicer and the Trustee for any losses, liabilities,
damages, claims or expenses of the Seller, the Master Servicer or the Trustee
arising from the Trust Administrator's willful misfeasance, bad faith or
negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer, the Trust Administrator and the Trustee shall pay from
its own funds, without any right of reimbursement therefor, the amount of any
costs, liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee to, respectively,
perform its obligations under this Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trust Administrator shall make a Periodic Advance as
required by Section 3.03 hereof; provided, however, the Trust Administrator
shall not be required to make such Periodic Advances if prohibited by law or if
it determines that such Periodic Advance would be a Nonrecoverable Advance. With
respect to those Periodic Advances which should have been made by Norwest
Mortgage, the Trust Administrator shall be entitled, pursuant to Section
3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the Certificate Account
for Periodic Advances and Nonrecoverable Advances made by it.
SECTION 8.16 TRUSTEE COVENANTS CONCERNING YEAR 2000
COMPLIANCE.
The Trustee covenants that it is working to modify its computer and
other systems used in the performance of its duties as trustee for the
Certificates to operate in a manner such that, on and after January 1, 2000, the
Trustee can perform its duties in accordance with the terms of this Agreement.
SECTION 8.17 TRUST ADMINISTRATOR COVENANTS CONCERNING YEAR
2000 COMPLIANCE.
The Trust Administrator covenants that it is working to modify its
computer and other systems used in the performance of its duties as trust
administrator for the Certificates to operate in a manner such that, on and
after January 1, 2000, the Trust Administrator can perform its duties in
accordance with the terms of this Agreement.
<PAGE>
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE SELLER OR
LIQUIDATION OF ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer, the Trust Administrator and
the Trustee created hereby (other than the obligation of the Trust Administrator
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Master Servicer to send certain notices as hereinafter
set forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trust
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer (if it is exercising its right to purchase
the assets of the Trust Estate) or by the Trust Administrator (in any other
case) by letter to Certificateholders mailed not earlier than the 15th day of
the month preceding the month of such final distribution and not later than the
twentieth day of the month of such final distribution specifying (A) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the Trust
Administrator therein designated, (B) the amount of any such final payment and
(C) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified. If the Master Servicer is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class A-R Certificate, the amounts, if any, which remain on
deposit in the Certificate Account (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trust Administrator of any Periodic
Advances, is insufficient to pay in full the amounts set forth in clauses (i),
(ii) and (iii) of this paragraph, then any shortfall in the amount available for
distribution to Certificateholders shall be allocated in reduction of the
amounts otherwise distributable on the Final Distribution Date in the same
manner as Realized Losses are allocated pursuant to Sections 4.02(b) and 4.02(g)
hereof. Such distribution on the Final Distribution Date shall be in lieu of the
distribution otherwise required to be made on such Distribution Date in respect
of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trust Administrator shall on such
date cause all funds, if any, in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a separate
escrow account for the benefit of such Certificateholders, and the Master
Servicer (if it exercised its right to purchase the assets of the Trust Estate)
or the Trust Administrator (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trust Administrator may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds on deposit in such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trust Administrator has received an Opinion of Counsel
to the effect that any other manner of termination (i) will constitute a
"qualified liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the REMIC as of the date of such notice (or, if earlier, the date
on which the first such notice is mailed to Certificateholders). The Master
Servicer shall also specify such date in a statement attached to the final tax
return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator shall sell all of the assets of the Trust Estate to the Seller for
cash at the purchase price specified in Section 9.01 and shall distribute such
cash within 90 days of such adoption in the manner specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee and with respect only to amendments affecting the rights or obligations
of Ambac, with the consent of Ambac, without the consent of any of the
Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct or
supplement any provisions herein or therein which may be inconsistent with any
other provisions herein or therein, (iii) to modify, eliminate or add to any of
its provisions to such extent as shall be necessary to maintain the
qualification of the Trust Estate as a REMIC at all times that any Certificates
are outstanding or to avoid or minimize the risk of the imposition of any
federal tax on the Trust Estate or the REMIC pursuant to the Code that would be
a claim against the Trust Estate, provided that (a) the Trustee and the Trust
Administrator have received an Opinion of Counsel to the effect that such action
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Certificate Account provided that (a) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder and (b) such change shall not
adversely affect the then-current rating of the Certificates as evidenced by a
letter from each Rating Agency to such effect (without, in the case of the Class
A-3 Certificates, giving effect to the guaranty provided by Ambac), (v) to
modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Trust Estate or the REMIC or any of the Certificateholders will be subject to a
tax caused by a transfer to a non-permitted transferee and (vi) to make any
other provisions with respect to matters or questions arising under this
Agreement or such Custodial Agreement which shall not be materially inconsistent
with the provisions of this Agreement, provided that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee with the consent of Ambac (only with respect to amendments affecting the
rights or obligations of Ambac) and the Holders of Certificates evidencing in
the aggregate not less than 66-2/3% of the aggregate Voting Interests of each
Class of Certificates affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement or such Custodial Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause (i)
hereof without the consent of Holders of Certificates of such Class evidencing,
as to such Class, Voting Interests aggregating not less than 66-2/3% or (iii)
reduce the aforesaid percentage of Certificates of any Class the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, neither
the Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject the REMIC to tax or cause the Trust
Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trust Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trust Administrator, the Trustee or Ambac;
provided, however, (i) that such amendment does not conflict with any provisions
of the related Servicing Agreement, (ii) that the related Servicing Agreement
provides for the remittance of each type of Unscheduled Principal Receipts
received by such Servicer during the Applicable Unscheduled Principal Receipt
Period (as so amended) related to each Distribution Date to the Master Servicer
no later than the 24th day of the month in which such Distribution Date occurs
and (iii) that such amendment is for the purpose of changing the Applicable
Unscheduled Principal Receipt Period for all Mortgage Loans serviced by any
Servicer to a Mid-Month Receipt Period with respect to Full Unscheduled
Principal Receipts and to a Prior Month Receipt Period with respect to Partial
Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trust Administrator.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trust
Administrator, but only upon direction accompanied by an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trust Administrator a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Voting
Interest represented by all Certificates shall have made written request upon
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust
Administrator such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trust
Administrator, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trust
Administrator, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trust Administrator shall be entitled to such relief
as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Norwest Asset Securities Corporation, 7485 New Horizon
Way, Frederick, Maryland 21703, Attention: Chief Executive Officer, or such
other address as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Seller, (ii) in the case of the
Master Servicer, to Norwest Bank Minnesota, National Association, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Vice President or such other
address as may hereafter be furnished to the Seller and the Trustee in writing
by the Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust
Office, (iv) in the case of the Trust Administrator, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee or the Trust Administrator, in
each case Attention: Corporate Trust Department and (v) in the case of Ambac, to
Ambac Corporation, 1 State Street Plaza, New York, New York, 10004, Attention:
Structured Finance Department; Confirmation: 212-668-0340; Telecopy:
212-363-1459 (in each case in which notice or other communication to Ambac
refers to an Event of Default or a claim under the policy or with respect to
which failure on the part of Ambac to respond shall be deemed to constitute
consent or acceptance, then a copy of such notice or other communication should
also be sent to the attention of the General Counsel and shall be marked to
indicate "URGENT MATERIAL ENCLOSED"). Any notice required or permitted to be
mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice mailed or transmitted within the time prescribed in this Agreement shall
be conclusively presumed to have been duly given, whether or not the addressee
receives such notice, provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Trust Administrator, such
Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES AND AMBAC .
(a) The Trust Administrator shall give prompt notice to each Rating
Agency and Ambac of the occurrence of any of the following events of which it
has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency and Ambac of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust administrator
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency and
Ambac:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.250% per annum.
SECTION 11.02 CUT-OFF DATE.
The Cut-Off Date for the Certificates is May 1, 1999.
SECTION 11.03 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $225,151,601.74.
SECTION 11.04 ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 96.97742128%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS A CERTIFICATES.
As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
Class A-1 $ 46,032,900.00
Class A-2 $ 155,000,000.00
Class A-3 $ 14,408,000.00
Class A-4 $ 1,292,000.00
Class A-PO $ 1,663,497.87
Class A-R $ 100.00
SECTION 11.06 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is $216,733,000.00.
SECTION 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 3.02257872%.
SECTION 11.08 ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 1.86363387%.
SECTION 11.09 ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 0.40315345%.
SECTION 11.10 ORIGINAL CLASS B-3 PERCENTAGE
The Original Class B-3 Percentage is 0.25191497%.
SECTION 11.11 ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.25191497%.
SECTION 11.12 ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.10067650%.
SECTION 11.13 ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.15128495%.
SECTION 11.14 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $6,755,103.87.
SECTION 11.15 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS B CERTIFICATES.
As to the following Classes of Class B Certificates, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
Class B-1 $4,165,000.00
Class B-2 $ 901,000.00
Class B-3 $ 563,000.00
Class B-4 $ 563,000.00
Class B-5 $ 225,000.00
Class B-6$338,103.87
SECTION 11.16 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 1.15894484%.
SECTION 11.17 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 0.75579140%.
SECTION 11.18 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.50387642%.
SECTION 11.19 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.25196145%.
SECTION 11.20 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.15128495%.
SECTION 11.21 CLOSING DATE.
The Closing Date is May 26, 1999.
SECTION 11.22 RIGHT TO PURCHASE.
The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled
Principal Balance of the Mortgage Loans being less than $22,515,160.17 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.23 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A (other than the Class A-PO and Class A-R
Certificates) and the Class B Certificates (other than the Class B-5 and Class
B-6 Certificates), the minimum Denomination eligible for wire transfer on each
Distribution Date is $500,000. With respect to the Class A-PO Certificates, the
minimum Denomination eligible for wire transfer on each Distribution Date is
100% Percentage Interest. The Class A-R, Class B-5 and Class B-6 Certificates
are not eligible for wire transfer.
SECTION 11.24 SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates (other
than the Class A-3, Class A-PO and Class A-R Certificates) and each Class of the
Class B Certificates (other than the Class B-4, Class B-5 and Class B-6
Certificates) represents a $100,000 Denomination. A Single Certificate for the
Class A-3 Certificates represents a $1,000 Denomination. A Single Certificate
for the Class A-R Certificate represents a $100 Denomination. A Single
Certificate for the Class B-4 Certificates represents a $250,000 Denomination. A
Single Certificate for the Class A-PO, Class B-5 and Class B-6 Certificates
represents a $1,663,497.87, $225,000.00 and $338,103.87 Denomination,
respectively.
SECTION 11.25 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
SECTION 11.26 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
SECTION 11.27 AMBAC CONTACT PERSON.
The initial Ambac Contact Person is Patrick Greene, Vice
President of the Seller.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By:
--------------------------------
Name: Alan S. McKenney
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:
--------------------------------
Name: Nancy E. Burgess
Title: Vice President
FIRST UNION NATIONAL BANK
as Trust Administrator
By:
--------------------------------
Name:
Title:
ATTEST:
By:
---------------------------
Name:
Title:
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
By:
--------------------------------
Name:
Title:
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 26th day of May, 1999, before me, a notary public in and for
the State of Maryland, personally appeared Alan S. McKenney, known to me who,
being by me duly sworn, did depose and say that he resides at McLean, Virginia;
that he is a Vice President of Norwest Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 26th day of May, 1999, before me, a notary public in and for
the State of Maryland, personally appeared Nancy E. Burgess, known to me who,
being by me duly sworn, did depose and say that she resides at Frederick,
Maryland; that she is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
ss.:
COUNTY OF )
On this 26th day of May, 1999, before me, a notary public in and for
, personally appeared , known to me who,
being by me duly sworn, did depose and say that s/he resides at
, ; that s/he is a of
United States Trust Company of New York, a , one of the parties
that executed the foregoing instrument; and that s/he signed his/her name
thereto by order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 26th day of May, 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>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-17 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: May 1, 1999
CUSIP No.: First Distribution Date: June 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2029
THIS CERTIFIES THAT _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 26, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-17 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: May 1, 1999
CUSIP No.: First Distribution Date: June 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2029
THIS CERTIFIES THAT _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 26, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-17 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR (EXCEPT AS PROVIDED HEREIN) 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: May 1, 1999
CUSIP No.: First Distribution Date: June 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate as of the
Cut-Off Date: %
Final Scheduled Maturity Date: June 25, 2029
THIS CERTIFIES THAT _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 26, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of Class A-3 Certificates on such
Distribution Date as specified in the Agreement. Distributions of principal will
be made to the Holders of the Class A-3 Certificates as described below and in
the Agreement. Prior to the Distribution Date, if any, on which Ambac fails to
make a payment with respect to a Class A-3 Distribution Deficiency,
distributions in reduction of the Principal Balance of this Certificate
(including amounts paid in respect of such losses under the Policy as defined
below) will be made only in lots equal to $1,000 initial principal balance and
in accordance with the priorities and procedures set forth in Section 4.07 of
the Agreement (i) at the request of Deceased Holders (ii) at the request of
Living Holders and (iii) by random lot. On and after such Distribution Date,
distributions in reduction of principal balance will be made as provided in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-3 Certificates applicable to each Distribution
Date will be 6.750% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-3 Certificates, as described in the Agreement.
Any Non-Supported Interest Shortfall allocated to the Class A-3 Certificates
will be covered, to the extent available, by funds in the Reserve Fund, to the
extent described in the Agreement and then by the Policy described below.
The Class A-3 Certificates will be entitled to the benefits of a
Financial Guaranty Insurance Policy issued by Ambac Assurance Corporation (the
"Policy") to the extent described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-17 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: May 1, 1999
CUSIP No.: First Distribution Date: June 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2029
<PAGE>
THIS CERTIFIES THAT _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 26, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The Class A-4 Certificates will
not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-17, CLASS A-PO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage loans,
which may include loans secured by shares issued
by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: May 1, 1999
Percentage Interest evidenced First Distribution Date: June 25, 1999
by this Certificate: %
Final Scheduled
Maturity Date: June 25, 2029 Denomination: $
<PAGE>
THIS CERTIFIES THAT _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 26, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class A-PO Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (ii) if such transferee is a Plan, (a) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-17, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: May 1, 1999
CUSIP No.: First Distribution Date: June 25, 1999
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: June 25, 2029
<PAGE>
THIS CERTIFIES THAT _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-R Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 26, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND AMBAC AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-17, CLASS B-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage loans,
which may include loans secured by shares issued
by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: May 1, 1999
CUSIP No.: First Distribution Date: June 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2029
<PAGE>
THIS CERTIFIES THAT _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 26, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and Ambac 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
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, AMBAC AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-17, CLASS B-2
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans,
which may include loans secured by shares issued
by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: May 1, 1999
CUSIP No.: First Distribution Date: June 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2029
<PAGE>
THIS CERTIFIES THAT _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 26, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Ambac 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
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, AMBAC, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-17, CLASS B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: May 1, 1999
CUSIP No.: First Distribution Date: June 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2029
<PAGE>
THIS CERTIFIES THAT _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 26, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Ambac 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
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, AMBAC, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND
THE CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-17, CLASS B-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include
loans secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: May 1, 1999
CUSIP No.: First Distribution Date: June 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2029
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 26, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Ambac 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
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, AMBAC, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE
CLASS B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-17, CLASS B-5
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans,
which may include loans secured by shares issued
by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: May 1, 1999
CUSIP No.: First Distribution Date: June 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2029
<PAGE>
THIS CERTIFIES THAT _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 26, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Ambac 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
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class 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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, AMBAC, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE
CLASS B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-17, CLASS B-6
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: May 1, 1999
CUSIP No.: First Distribution Date: June 25, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2029
<PAGE>
THIS CERTIFIES THAT _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 26, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Ambac 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
6.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class 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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________________
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Reverse of Series 1999-17 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-17
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
Trust Administrator, as applicable, of advances made by such Servicer, the
Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the Voting Interests of each Class of Certificates affected thereby. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain circumstances without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and Denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the Trustee
and the Certificate Registrar, and any agent of the Seller, the Master Servicer,
the Trust Administrator, the Trustee or the Certificate Registrar, may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Seller, the Master Servicer, the Trust Administrator,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Social Security or other Identifying Number of Assignee:
________________________________________________________________________________
Dated:
________________________________________
Signature by or on behalf of assignor
________________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to _________________________________________ for the
account of _____________________________________ account number _______________,
or, if mailed by check, to ________________________________________. Applicable
statements should be mailed to _________________________________________________
____________________________________________________________.
This information is provided by _________________________________, the
assignee named above, or ________________________________________, as its agent.
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _______________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trust Administrator (including
its successors under the Pooling and Servicing Agreement defined below, the
"Trust Administrator"), NORWEST ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
______________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H:
WHEREAS, the Seller, the Master Servicer, the Trust Administrator and
United States Trust Company of New York, as trustee, have entered into a Pooling
and Servicing Agreement dated as of May 26, 1999 relating to the issuance of
Mortgage Pass-Through Certificates, Series 1999-17 (as in effect on the date of
this Agreement, the "Original Pooling and Servicing Agreement", and as amended
and supplemented from time to time, the "Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trust Administrator, the
Seller, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein shall
have the meanings assigned in the Original Pooling and Servicing Agreement,
unless otherwise required by the context herein.
ARTICLE II
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.01 CUSTODIAN TO ACT AS AGENT; ACCEPTANCE OF CUSTODIAL FILES.
The Custodian, as the duly appointed agent of the Trust Administrator for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.02 RECORDATION OF ASSIGNMENTS. If any Custodial File
includes one or more assignments to the Trust Administrator of Mortgage Notes
and related Mortgages that have not been recorded, each such assignment shall be
delivered by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.03 REVIEW OF CUSTODIAL FILES. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.04 NOTIFICATION OF BREACHES OF REPRESENTATIONS AND
WARRANTIES. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.05 CUSTODIAN TO COOPERATE; RELEASE OF CUSTODIAL FILES. Upon
the payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a notification that payment in full will be escrowed in a manner customary
for such purposes, the Master Servicer shall immediately notify the Custodian by
a certification (which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Certificate Account pursuant to
Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.06 ASSUMPTION AGREEMENTS. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
CONCERNING THE CUSTODIAN
Section 3.01 CUSTODIAN A BAILEE AND AGENT OF THE TRUST ADMINISTRATOR.
With respect to each Mortgage Note, Mortgage and other documents constituting
each Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trust Administrator, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.05 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Seller or the Master Servicer or
otherwise released from the possession of the Custodian. Section
3.02 INDEMNIFICATION. The Seller hereby agrees to indemnify and hold
the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.03 CUSTODIAN MAY OWN CERTIFICATES. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.04 MASTER SERVICER TO PAY CUSTODIAN'S FEES AND EXPENSES. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.05 CUSTODIAN MAY RESIGN; TRUST ADMINISTRATOR MAY REMOVE
CUSTODIAN. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In such
event, the Trust Administrator shall appoint, or petition a court of competent
jurisdiction to appoint, a successor Custodian hereunder. Any successor
Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.07.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.05 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trust Administrator shall give prompt notice to the Seller and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall have been appointed and accepted appointment by the Trust Administrator
without the prior approval of the Seller and the Master Servicer.
Section 3.06 MERGER OR CONSOLIDATION OF CUSTODIAN. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.07 REPRESENTATIONS OF THE CUSTODIAN. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 NOTICES. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.02 AMENDMENTS. No modification or amendment of or supplement
to this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trust Administrator shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trust Administrator shall
give prompt notice to the Custodian of any amendment or supplement to the
Pooling and Servicing Agreement and furnish the Custodian with written copies
thereof.
Section 4.03 GOVERNING LAW. This Agreement shall be deemed a contract
made under the laws of the State of New York and shall be construed and enforced
in accordance with and governed by the laws of the State of New York.
Section 4.04 RECORDATION OF AGREEMENT. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.05 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street
Charlotte, North Carolina 28288 By: ________________________________
Name: ________________________________
Title: ________________________________
Address: NORWEST ASSET SECURITIES CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By: ________________________________
Name: ________________________________
Title: ________________________________
Address: NORWEST ASSET SECURITIES MINNESOTA,
NATIONAL ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By: ________________________________
Name: ________________________________
Title: ________________________________
Address: [CUSTODIAN]
By: ________________________________
Name: ________________________________
Title: ________________________________
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ____________, 19__, before me, a notary public in
and for the State of _______________, personally appeared ____________________,
known to me who, being by me duly sworn, did depose and say that he resides at
________________________________________; that he is the ____________________ of
Norwest Asset Securities Corporation a Delaware corporation, one of the parties
that executed the foregoing instrument; and that he signed his name thereto by
order of the Board of Directors of said corporation.
________________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ____________, 19__, before me, a notary public in
and for the State of _______________, personally appeared ____________________,
known to me who, being by me duly sworn, did depose and say that he resides at
________________________________________; that he is the _______________ of
Norwest Bank Minnesota, National Association, a national banking association,
one of the parties that executed the foregoing instrument; and that he signed
his name thereto by order of the Board of Directors of said corporation.
________________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ____________, 19__, before me, a notary public in
and for the State of _______________, personally appeared ____________________,
known to me who, being by me duly sworn, did depose and say that he resides at
________________________________________; that he is the _______________ of
First Union National Bank, a national banking association, one of the parties
that executed the foregoing instrument; and that he signed his name thereto by
order of the Board of Directors of said association.
________________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ____________, 19 , before me, a notary public in
and for the State of _______________, personally appeared ____________________,
known to me who, being by me duly sworn, did depose and say that he resides at
________________________________________; that he is the _______________ of
____________________, a _______________, one of the parties that executed the
foregoing instrument; and that he signed his name thereto by order of the Board
of Directors of said association.
________________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage]
<TABLE>
NASCOR
NMI/1999-17 Exhibit F-1
30 YEAR FIXED RATE RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi)
- -------- ---------------------------------------- -------- -------- -------- ---------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT
- -------- -------------------- ----- ----- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
4747909 CHANHASSEN MN 55317 SFD 6.250 5.983 $1,908.73
4758224 CLAYTON CA 94517 SFD 6.750 6.250 $1,803.43
4772634 ASHBURN VA 20147 SFD 7.250 6.250 $1,997.08
4783380 AUSTIN TX 78733 SFD 6.875 6.250 $1,765.83
4791274 CHANHASSEN MN 55317 SFD 7.375 6.250 $2,762.71
4791692 PENN VALLEY CA 95946 SFD 6.625 6.250 $4,123.61
4791701 AUSTIN TX 78733 SFD 6.500 6.233 $1,896.21
4795867 OAKLAND NJ 07436 SFD 7.125 6.250 $2,381.60
4815683 ATLANTA GA 30327 SFD 6.875 6.250 $2,402.39
4824438 SUGAR LAND TX 77478 SFD 7.000 6.250 $2,566.08
4825321 CONCORD NC 28027 SFD 6.750 6.250 $1,783.65
4826430 SCOTTSDALE AZ 85259 SFD 7.375 6.250 $2,072.03
4846719 PETALUMA CA 94952 SFD 7.250 6.250 $1,797.54
4850631 BOLTON MA 01740 SFD 7.125 6.250 $3,685.25
4852706 LONGMONT CO 80503 SFD 7.375 6.250 $2,202.22
4853493 JACKSONVILLE FL 32209 SFD 7.250 6.250 $1,852.11
4870407 THE WOODLANDS TX 77381 SFD 6.750 6.250 $4,163.36
4876185 SCOTTSDALE AZ 85255 SFD 6.625 6.250 $2,095.42
4876307 SANTA BARBARA CA 93109 SFD 7.125 6.250 $2,694.88
4877381 ACTON MA 01720 SFD 7.000 6.250 $2,025.85
4880560 JAMISON PA 18929 SFD 7.000 6.250 $1,872.83
4884845 CARMEL NY 10512 SFD 7.000 6.250 $2,627.28
4886566 CLAYTON CA 94517 SFD 6.625 6.250 $1,925.10
4890250 LAWRENCEVILLE NJ 08648 SFD 6.750 6.250 $1,734.36
4891731 ERIE CO 80516 SFD 7.000 6.250 $1,766.05
4893054 GLEN ALLEN VA 23060 SFD 6.125 5.858 $2,029.42
4896251 FLEMINGTON NJ 08822 SFD 6.375 6.108 $2,495.48
4901968 SOUTH RIDING VA 20152 SFD 6.500 6.233 $1,611.78
4908408 SAINT CHARLES IL 60174 SFD 6.625 6.250 $1,984.97
4913529 CINCINNATI OH 45244 SFD 6.500 6.233 $2,117.43
4915513 SCARSDALE NY 10583 SFD 7.125 6.250 $2,496.13
4918524 LA CANADA CA 91011 SFD 6.500 6.233 $1,896.21
4920168 MONTGOMERY NJ 08502 SFD 7.375 6.250 $1,975.34
4920269 TAMPA FL 33609 SFD 6.625 6.250 $1,984.97
4921003 BOYNTON BEACH FL 33436 SFD 7.125 6.250 $1,683.29
4923555 ALPHARETTA GA 30004 SFD 7.250 6.250 $1,848.70
4924485 SARATOGA CA 95070 SFD 6.500 6.233 $5,530.60
4924623 TUSTIN CA 92782 SFD 6.250 5.983 $2,955.45
4926256 GREENWICH CT 06830 SFD 6.500 6.233 $3,413.17
4926412 RARITAN TWP NJ 08822 SFD 6.250 5.983 $2,364.05
4928759 SAN JOSE CA 95120 SFD 6.875 6.250 $2,470.06
4929019 SANTA ANA CA 92705 SFD 6.500 6.233 $4,108.45
4930067 POTOMAC MD 20854 SFD 6.625 6.250 $5,762.80
4931066 SIMI VALLEY CA 93065 SFD 6.625 6.250 $2,409.82
4931238 ATLANTA GA 30327 SFD 6.500 6.233 $2,983.37
4931559 MASON OH 45040 SFD 6.750 6.250 $1,718.79
4931726 GREENWICH CT 06830 SFD 6.625 6.250 $6,403.11
4931761 ALPHARETTA GA 30022 SFD 6.625 6.250 $2,049.00
4932350 FRANKLIN TN 37069 SFD 6.500 6.233 $1,782.44
4933344 GERMANTOWN TN 38139 SFD 6.875 6.250 $2,222.40
4933807 MONMOUTH JUNCTION NJ 08852 SFD 6.750 6.250 $2,165.67
4934587 BERNARDSVILLE NJ 07924 SFD 6.250 5.983 $4,002.17
4936384 RIDGEFIELD CT 06877 SFD 6.750 6.250 $6,031.97
4937151 GILROY CA 95020 SFD 6.500 6.233 $1,912.01
4937654 HOOVER AL 35244 SFD 6.875 6.250 $1,846.96
4937658 GLEN ELLYN IL 60137 SFD 7.000 6.250 $2,355.18
4938350 CARY IL 60013 SFD 6.625 6.250 $2,392.21
4938669 ALPHARETTA GA 30005 PUD 6.750 6.250 $2,080.71
4939349 MASON OH 45040 SFD 6.625 6.250 $1,600.78
4939611 WEST CHESTER PA 19380 SFD 6.500 6.233 $2,275.45
4940422 ORCHARD LAKE MI 48324 SFD 6.500 6.233 $1,956.89
4940592 CHESTERFIELD VA 23838 SFD 6.125 5.858 $1,976.87
4941349 WILDWOOD MO 63011 SFD 7.500 6.250 $1,793.49
4942205 RANDOLPH NJ 07869 SFD 6.500 6.233 $2,301.05
4943119 ANN ARBOR MI 48108 SFD 7.125 6.250 $2,128.96
4948236 SAN MATEO CA 94402 SFD 6.375 6.108 $2,994.58
4949023 HOLLISTER CA 95023 SFD 6.875 6.250 $2,051.59
4949525 NEW CANAAN CT 06840 SFD 6.000 5.733 $4,196.86
4949547 SOLON OH 44139 SFD 6.750 6.250 $1,816.08
4949582 SCOTTSDALE AZ 85255 SFD 7.000 6.250 $2,083.73
4949583 MIDDLETOWN NJ 07748 SFD 6.250 5.983 $1,856.39
4949871 CHATHAM NJ 07928 SFD 6.500 6.233 $1,991.02
4950097 OAK HILL VA 20171 SFD 6.375 6.108 $3,066.63
4951394 CORAL GABLES FL 33134 SFD 7.000 6.250 $1,729.79
4952006 RANDOLPH NJ 07869 SFD 6.500 6.233 $2,790.27
4952334 STAMFORD CT 06903 SFD 6.375 6.108 $2,557.87
4952835 PRINCETON NJ 08540 SFD 6.750 6.250 $1,987.31
4952944 SOUTH RIDING VA 20152 SFD 6.375 6.108 $1,871.61
4953194 SAINT CHARLES MO 63304 SFD 7.500 6.250 $2,001.16
4953243 BOTHELL WA 98012 SFD 7.375 6.250 $2,072.03
4953401 PALO ALTO CA 94301 SFD 6.875 6.250 $3,889.02
4953451 VENETIA PA 15367 SFD 7.000 6.250 $1,829.59
4953721 MERTON WI 53029 SFD 7.000 6.250 $2,146.27
4954074 RESTON VA 20191 SFD 6.375 6.108 $1,768.68
4954520 MANDEVILLE LA 70471 SFD 6.875 6.250 $2,391.23
4954767 MORRISVILLE NC 27560 SFD 6.875 6.250 $2,217.14
4955106 PALO ALTO CA 94306 SFD 6.625 6.250 $2,878.84
4955141 GENEVA IL 60134 SFD 6.750 6.250 $1,932.83
4955509 SAN MATEO CA 94402 SFD 6.375 6.108 $3,488.69
4955914 PITTSTOWN NJ 08867 SFD 6.875 6.250 $2,116.96
4956422 NOBLESVILLE IN 46060 SFD 7.000 6.250 $2,993.87
4956434 SAN DIEGO CA 92130 SFD 7.250 6.250 $2,784.99
4956491 MARIETTA GA 30067 SFD 6.625 6.250 $1,767.26
4956690 YARDLEY PA 19067 SFD 6.750 6.250 $1,770.68
4956937 NEW YORK NY 10021 COP 6.250 5.983 $2,308.94
4957144 FOOTHILL RANCH CA 92610 SFD 6.750 6.250 $1,899.10
4957788 LOUISVILLE KY 40245 SFD 6.750 6.250 $1,919.86
4959174 BOSTON MA 02118 LCO 6.875 6.250 $1,655.47
4959194 NEW MILFORD CT 06776 SFD 6.750 6.250 $1,731.76
4959339 ALPHARETTA GA 30004 SFD 6.125 5.858 $1,701.31
4959371 RIDGEFIELD CT 06877 SFD 6.500 6.233 $1,946.77
4960271 DOVER DE 19901 SFD 7.250 6.250 $1,755.24
4960995 ASHBURN VA 20147 SFD 6.250 5.983 $1,583.01
4961223 SAINT CHARLES IL 60175 SFD 6.875 6.250 $2,125.50
4961673 ATLANTA GA 30342 SFD 6.750 6.250 $2,145.57
4961714 POUND RIDGE NY 10576 SFD 6.250 5.983 $2,770.73
4961733 SANTA CLARITA CA 91351 SFD 7.250 6.250 $1,978.32
4962028 RIDGEWOOD NJ 07450 SFD 6.875 6.250 $2,259.18
4962235 COMMERCE TOWNSHIP MI 48390 SFD 7.250 6.250 $1,707.15
4962329 SUWANEE GA 30024 SFD 7.125 6.250 $2,804.36
4962334 LAKE BARRINGTON IL 60010 SFD 6.875 6.250 $2,161.30
4962813 SCOTTSDALE AZ 85260 SFD 6.125 5.858 $2,081.07
4963311 TAMPA FL 33613 SFD 7.125 6.250 $2,849.83
4963925 SAN JOSE CA 95125 SFD 6.750 6.250 $2,256.80
4964356 SAN JOSE CA 95135 SFD 7.125 6.250 $3,163.79
4964381 HUNTINGTON BEACH CA 92648 PUD 6.750 6.250 $2,231.18
4964442 ROXBURY TOWNSHIP NJ 07876 SFD 6.875 6.250 $1,678.79
4964470 KENT WA 98042 SFD 7.000 6.250 $1,896.12
4965054 SCOTTSDALE AZ 85331 SFD 7.500 6.250 $1,789.99
4965232 TENAFLY NJ 07670 SFD 6.250 5.983 $1,669.83
4965438 AURORA CO 80015 SFD 6.500 6.233 $1,972.06
4965960 MABLETON GA 30126 SFD 6.000 5.733 $1,649.37
4966197 EAGAN MN 55123 SFD 6.750 6.250 $1,686.36
4966349 CHAPEL HILL NC 27516 SFD 6.875 6.250 $1,990.05
4966553 BOSTON MA 02118 LCO 6.500 6.233 $2,692.94
4966597 NEWPORT BEACH CA 92660 SFD 6.750 6.250 $3,243.00
4966632 FAIRHOPE AL 36532 SFD 6.250 5.983 $1,662.44
4966851 HUNTINGTON BEACH CA 92648 SFD 6.875 6.250 $4,578.80
4966940 LAFAYETTE CA 94549 SFD 7.875 6.250 $2,120.83
4967137 HOPEWELL JUNCTION NY 12533 SFD 6.875 6.250 $1,759.92
4967215 WINDERMERE FL 34786 SFD 6.625 6.250 $2,356.35
4967499 SUDBURY MA 01776 SFD 5.875 5.608 $5,442.15
4967718 FREEHOLD NJ 07728 SFD 6.500 6.233 $2,138.92
4968011 DANA POINT CA 92629 LCO 6.875 6.250 $1,727.73
4968019 KIRKLAND WA 98034 SFD 7.125 6.250 $1,870.58
4968036 CONCORD CA 94521 SFD 6.625 6.250 $1,632.80
4968229 PLANO TX 75093 SFD 7.125 6.250 $2,977.84
4968529 ISSAQUAH WA 98029 SFD 6.875 6.250 $1,969.48
4968982 UNION CITY CA 94587 SFD 6.750 6.250 $2,406.30
4969080 BROOKFIELD CT 06804 SFD 6.250 5.983 $1,618.11
4969129 LOVELAND OH 45140 SFD 6.875 6.250 $1,922.51
4969274 AVON CT 06001 SFD 6.875 6.250 $2,299.26
4969290 STERLING VA 20165 SFD 6.250 5.983 $2,147.63
4969298 LAGUNA HILLS CA 92653 SFD 7.125 6.250 $5,810.83
4969329 SHIP BOTTOM NJ 08008 SFD 6.250 5.983 $1,834.84
4969595 MASON OH 45040 SFD 7.000 6.250 $1,908.43
4970439 WESTPORT CT 06880 SFD 6.500 6.233 $4,673.52
4970554 POTOMAC MD 20854 SFD 6.250 5.983 $2,462.87
4970842 CHADDS FORD PA 19317 SFD 6.375 6.108 $2,869.81
4971039 SCOTTSDALE AZ 85259 SFD 6.625 6.250 $2,305.12
4971322 CLARKSON VALLEY MO 63005 SFD 6.750 6.250 $2,594.40
4971398 WATCHUNG NJ 07060 SFD 6.750 6.250 $2,594.40
4971920 FEDERAL WAY WA 98003 SFD 6.125 5.858 $1,579.79
4972032 PALOS VERDES ESTATES CA 90274 SFD 5.875 5.608 $3,253.46
4972131 CHAPEL HILL NC 27514 SFD 6.125 5.858 $1,701.31
4972169 LOS ALTOS CA 94024 SFD 6.625 6.250 $4,802.34
4972293 MOUNT AIRY MD 21771 SFD 6.625 6.250 $1,743.89
4972418 PARK RIDGE IL 60068 SFD 6.625 6.250 $2,241.09
4972438 RANDOLPH NJ 07869 SFD 6.750 6.250 $2,355.71
4972649 SAN JOSE CA 95120 SFD 6.625 6.250 $2,497.22
4972798 DUNWOODY GA 30338 SFD 7.250 6.250 $1,811.18
4973385 BARRINGTON IL 60010 SFD 6.125 5.858 $1,798.53
4973573 CLINTON NJ 08801 SFD 6.875 6.250 $1,965.86
4973588 CHARLOTTE NC 28269 SFD 6.250 5.983 $1,595.94
4973684 ISSAQUAH WA 98029 SFD 6.375 6.108 $1,996.08
4973690 LITTLETON CO 80127 SFD 6.375 6.108 $2,395.04
4973697 MONROVIA CA 91016 SFD 7.375 6.250 $1,958.07
4973708 HIGHLANDS RANCH CO 80126 SFD 7.250 6.250 $2,043.81
4973740 PALM HARBOR FL 34685 SFD 6.500 6.233 $2,401.86
4973783 WALNUT CREEK CA 94598 SFD 6.375 6.108 $3,743.22
4973803 HIGHLANDS RANCH CO 80126 SFD 6.625 6.250 $1,748.05
4973852 MILLERSVILLE PA 17551 SFD 6.750 6.250 $2,092.06
4973881 PERINTON NY 14450 SFD 6.625 6.250 $2,449.19
4974153 SAN DIEGO CA 92131 SFD 6.875 6.250 $2,158.02
4974154 MEDIA PA 19063 SFD 6.750 6.250 $2,334.31
4974296 DOYLESTOWN PA 18901 SFD 6.250 5.983 $1,711.70
4974516 JUPITER FL 33458 SFD 6.500 6.233 $2,047.91
4974627 MARIETTA GA 30068 SFD 6.875 6.250 $1,807.87
4974660 BLUE BELL PA 19422 SFD 6.750 6.250 $2,225.99
4974668 HIGHLANDS RANCH CO 80126 SFD 6.625 6.250 $1,600.78
4974715 GIBSONIA PA 15044 SFD 6.375 6.108 $1,557.18
4974743 NEWTON NJ 07860 SFD 7.000 6.250 $1,816.61
4974840 DAVIE FL 33330 SFD 6.875 6.250 $1,918.24
4974866 ROCHESTER MI 48306 SFD 7.125 6.250 $2,364.42
4974930 CUPERTINO CA 95014 SFD 6.250 5.983 $2,166.71
4974949 COLUMBIA MD 21044 SFD 6.375 6.108 $1,918.40
4975100 MARIETTA GA 30067 SFD 5.875 5.608 $2,247.85
4975251 LOS ALTOS CA 94022 SFD 6.500 6.233 $5,530.60
4975626 MIAMI FL 33156 SFD 6.625 6.250 $2,241.09
4975713 VICTOR NY 14564 SFD 6.375 6.108 $1,871.61
4976281 RICHMOND TX 77469 SFD 7.125 6.250 $1,676.55
4976512 GREENWICH CT 06830 LCO 6.250 5.983 $1,967.22
4976600 ATLANTA GA 30306 SFD 6.625 6.250 $2,391.57
4976695 SANTA CLARITA CA 91351 SFD 6.750 6.250 $1,692.85
4976719 AUSTIN TX 78733 SFD 6.875 6.250 $2,095.61
4976796 SAN JOSE CA 95135 SFD 6.750 6.250 $3,092.52
4976919 PROSPECT KY 40059 SFD 6.750 6.250 $2,062.55
4977224 MORAGA CA 94556 SFD 7.125 6.250 $3,031.74
4977231 DALLAS TX 75252 SFD 7.000 6.250 $2,142.28
4977312 WADSWORTH IL 60083 SFD 6.750 6.250 $2,270.10
4977358 ALTADENA CA 91001 SFD 7.000 6.250 $2,448.32
4977683 ALEXANDRIA VA 22307 SFD 6.125 5.858 $3,013.75
4977774 SAINT LOUIS MO 63005 SFD 6.750 6.250 $1,945.80
4977890 MAPLE GROVE MN 55369 SFD 6.750 6.250 $1,919.86
4977926 REDMOND WA 98053 SFD 7.125 6.250 $1,691.04
4978024 WINNETKA IL 60093 SFD 6.750 6.250 $6,810.29
4978034 LEAWOOD KS 66224 SFD 6.500 6.233 $2,464.75
4978062 PALO ALTO CA 94301 LCO 6.875 6.250 $2,128.45
4978131 DANVILLE CA 94526 SFD 7.125 6.250 $2,688.48
4978200 CHICAGO IL 60613 SFD 6.500 6.233 $2,698.94
4978220 BERNARDSVILLE NJ 07924 SFD 6.500 6.233 $1,992.28
4978227 PARKTON MD 21120 SFD 7.000 6.250 $2,256.71
4978361 GREEN BROOK NJ 08812 SFD 6.625 6.250 $2,798.16
4978420 WESTFORD MA 01886 SFD 6.000 5.733 $1,534.85
4978602 HOUSTON TX 77027 SFD 7.125 6.250 $2,122.22
4978629 AGOURA HILLS CA 91301 SFD 6.750 6.250 $2,360.25
4978669 CLARENCE NY 14031 SFD 6.500 6.233 $2,004.29
4978704 SOUTHBURY CT 06488 SFD 6.500 6.233 $2,521.96
4978753 LAGUNA BEACH CA 92651 SFD 6.875 6.250 $3,967.86
4978842 LOVETTSVILLE VA 20180 SFD 6.625 6.250 $1,604.94
4978866 THOUSAND OAKS CA 91320 SFD 6.875 6.250 $2,075.90
4979175 NORTHAMPTON MA 01060 SFD 7.125 6.250 $1,670.83
4979184 POTOMAC MD 20854 SFD 7.000 6.250 $1,995.91
4979278 OAKTON VA 22124 SFD 6.875 6.250 $1,873.57
4979294 SANTA ROSA CA 95404 SFD 6.500 6.233 $2,042.22
4979348 PORT WASHINGTON NY 11050 SFD 6.875 6.250 $1,921.52
4979490 OLD GREENWICH CT 06870 SFD 6.375 6.108 $4,679.03
4979557 MILLBURN NJ 07041 SFD 6.500 6.233 $2,212.24
4979880 MEQUON WI 53092 SFD 6.625 6.250 $3,323.22
4979957 MORRISTOWN NJ 07960 SFD 6.750 6.250 $2,309.01
4980096 MCKINNEY TX 75070 SFD 6.500 6.233 $2,746.34
4980168 GAINESVILLE GA 30506 SFD 6.375 6.108 $1,746.84
4980477 YORKTOWN HEIGHTS NY 10598 SFD 7.125 6.250 $1,819.05
4980675 WESTPORT CT 06880 SFD 6.875 6.250 $4,270.04
4980800 ISSAQUAH WA 98027 SFD 6.875 6.250 $2,361.34
4980821 LITTLETON CO 80123 SFD 7.000 6.250 $1,682.56
4980863 WESTLAKE VILLAGE CA 91362 SFD 6.625 6.250 $2,561.25
4980871 HAWTHORN WOODS IL 60047 SFD 7.000 6.250 $1,916.08
4981045 WESTON FL 33327 SFD 7.125 6.250 $2,499.50
4981574 SMYRNA GA 30080 SFD 6.125 5.858 $2,114.49
4981641 GLASTONBURY CT 06033 SFD 6.875 6.250 $2,312.39
4981743 LOVELAND CO 80537 SFD 6.500 6.233 $1,056.82
4981850 LAKE ELMO MN 55042 SFD 6.750 6.250 $1,915.96
4981893 CINCINNATI OH 45244 SFD 6.875 6.250 $2,496.33
4981938 KATY TX 77450 SFD 6.625 6.250 $2,305.12
4982138 SAN JOSE CA 95138 SFD 6.625 6.250 $3,201.56
4982736 PEWEE VALLEY KY 40056 SFD 6.625 6.250 $2,663.70
4982810 ALPHARETTA GA 30004 SFD 6.875 6.250 $2,627.72
4982846 MORRISTOWN NJ 07960 SFD 6.500 6.233 $1,906.32
4982857 DALLAS TX 75225 SFD 7.000 6.250 $3,845.45
4983240 PALOS VERDES ESTATES CA 90274 SFD 7.125 6.250 $5,052.89
4983414 WESTPORT CT 06880 SFD 6.875 6.250 $4,270.04
4983430 ALPHARETTA GA 30201 SFD 6.875 6.250 $2,956.18
4983472 DARIEN CT 06403 SFD 6.375 6.108 $6,238.70
4983487 JAMESTOWN NC 27282 SFD 6.500 6.233 $1,611.78
4983526 CONCORD CA 94521 SFD 6.500 6.233 $1,674.99
4983709 OVERLAND PARK KS 66221 SFD 6.625 6.250 $1,652.01
4983782 MONUMENT CO 80132 SFD 6.750 6.250 $1,621.50
4983798 AURORA OH 44202 SFD 6.625 6.250 $1,728.84
4983842 LANCASTER PA 17601 SFD 6.500 6.233 $1,668.66
4984035 MORRISVILLE NC 27560 SFD 7.375 6.250 $2,348.30
4984200 ANN ARBOR MI 48108 SFD 6.750 6.250 $2,223.40
4984284 SPRINGFIELD OR 97478 SFD 6.500 6.233 $1,795.08
4984285 CENTER VALLEY PA 18034 SFD 6.625 6.250 $1,731.09
4984318 PLEASANTON CA 94566 SFD 6.625 6.250 $1,709.64
4984323 SARATOGA CA 95070 SFD 6.500 6.233 $5,562.20
4984718 SOUTHLAKE TX 76092 SFD 6.500 6.233 $2,117.43
4984721 MERCER ISLAND WA 98040 SFD 6.500 6.233 $3,571.19
4984736 SAN PEDRO CA 90732 SFD 6.875 6.250 $2,062.76
4984795 LOS GATOS CA 95030 SFD 6.625 6.250 $2,558.69
4984896 NEWTOWN SQUARE PA 19073 SFD 6.250 5.983 $2,462.87
4985057 CONCORD CA 94521 SFD 8.000 6.250 $1,903.02
4985080 KAILUA HI 96734 SFD 6.625 6.250 $4,162.03
4985253 LIVINGSTON NJ 07039 SFD 7.125 6.250 $2,209.80
4985269 RIDGEFIELD CT 06877 SFD 6.625 6.250 $2,081.02
4985386 OLD SAYBROOK CT 06475 SFD 6.875 6.250 $1,643.64
4985623 POWELL OH 43065 SFD 6.750 6.250 $2,594.40
4985681 AVON CT 06001 SFD 6.875 6.250 $2,181.01
4986163 CHESTER NJ 07930 SFD 6.375 6.108 $2,667.05
4986199 FLOWER MOUND TX 75028 SFD 7.125 6.250 $1,873.28
4986279 HOCKESSIN DE 19707 SFD 6.875 6.250 $1,623.93
4986395 RANDOLPH NJ 07869 SFD 6.500 6.233 $3,387.89
4986560 GERMANTOWN TN 38138 SFD 6.750 6.250 $1,037.76
4986707 YORBA LINDA CA 92887 SFD 6.625 6.250 $2,294.88
4986752 DANVILLE CA 94526 SFD 6.500 6.233 $1,693.95
4986800 DAKOTA DUNES SD 57049 SFD 7.125 6.250 $2,021.16
4986833 MOUNTAIN VIEW CA 94041 SFD 6.750 6.250 $2,628.77
4987134 MARQUETTE MI 49855 SFD 6.625 6.250 $1,647.53
4987452 OAKTON VA 22124 SFD 6.750 6.250 $1,997.69
4987485 CONCORD CA 94521 SFD 6.750 6.250 $1,582.58
4987509 GREAT FALLS VA 22066 SFD 6.750 6.250 $2,080.71
4987520 WILDWOOD MO 63011 PUD 6.875 6.250 $1,692.25
4987672 COTO DE CAZA CA 92679 SFD 6.000 5.733 $2,098.43
4987704 WILTON CT 06897 SFD 6.750 6.250 $3,567.29
4987861 SANDY UT 84092 SFD 6.875 6.250 $1,784.22
4987911 BEAUMONT TX 77706 SFD 6.875 6.250 $1,742.18
4987949 AUSTIN TX 78726 SFD 6.875 6.250 $1,718.86
4988059 FAR HILLS NJ 07931 SFD 6.375 6.108 $2,838.61
4988202 FOLSOM CA 95630 SFD 6.375 6.108 $2,520.44
4988449 EAST BERNARD TX 77435 SFD 6.250 5.983 $1,674.76
4988519 DANVILLE CA 94526 SFD 6.000 5.733 $2,008.50
4988617 EDEN PRAIRIE MN 55347 SFD 7.000 6.250 $2,847.50
4988629 WHEATON IL 60187 SFD 7.375 6.250 $1,899.36
4988733 SOUTHBURY CT 06488 SFD 6.375 6.108 $2,495.48
4988787 BROOKSIDE NJ 07926 SFD 6.750 6.250 $1,803.76
4989090 ALPHARETTA GA 30005 SFD 7.000 6.250 $2,937.98
4989493 WASHINGTON DC 20016 SFD 7.250 6.250 $2,423.10
4989606 YARDLEY PA 19067 SFD 7.500 6.250 $2,013.74
4989686 ROSWELL GA 30075 SFD 6.625 6.250 $1,734.61
4990077 RANCHO SANTA MARGARI CA 92688 SFD 7.375 6.250 $2,001.24
4990423 DAYTON OH 45458 SFD 6.875 6.250 $2,128.45
4990440 LAKE IN THE HILLS IL 60102 SFD 7.125 6.250 $1,724.72
4990456 PENNINGTON NJ 08534 SFD 6.875 6.250 $2,233.56
4990658 HOOVER AL 35216 SFD 6.625 6.250 $2,330.74
4990680 BARRINGTON IL 60010 SFD 6.750 6.250 $4,151.03
4990769 CAMPBELL CA 95008 SFD 7.125 6.250 $2,637.61
4991358 LINCOLN NE 68512 SFD 6.875 6.250 $1,629.19
4991555 RIDGEWOOD NJ 07450 SFD 6.250 5.983 $3,657.37
4991624 SAN LUIS OBISPO CA 93401 SFD 7.125 6.250 $2,007.69
4991782 PLEASANTON CA 94566 SFD 7.000 6.250 $2,661.21
4991844 PALO ALTO CA 94306 SFD 6.750 6.250 $2,075.52
4991909 THE WOODLANDS TX 77381 SFD 7.000 6.250 $1,764.39
4992163 COLLEYVILLE TX 76034 SFD 6.375 6.108 $1,528.49
4992183 PLEASANTON CA 94566 SFD 6.375 6.108 $2,557.87
4992291 LARCHMONT NY 10538 SFD 6.000 5.733 $1,570.83
4992585 MAITLAND FL 32751 SFD 6.750 6.250 $1,945.80
4992771 BELLINGHAM WA 98225 LCO 6.750 6.250 $1,686.36
4992835 PLEASANTON CA 94566 SFD 7.250 6.250 $2,592.27
4993129 WHITE PLAINS NY 10605 SFD 6.500 6.233 $2,085.83
4993326 BROOKEVILLE MD 20833 SFD 7.125 6.250 $2,981.21
4993365 SAN JOSE CA 95112 LCO 6.875 6.250 $1,813.13
4993408 WINDSOR CT 06095 SFD 7.250 6.250 $1,931.25
4993454 PLANO TX 75024 SFD 7.000 6.250 $1,692.53
4993460 ATLANTA GA 30360 SFD 7.625 6.250 $1,831.07
4993733 MOUNT VERNON IN 47620 SFD 6.875 6.250 $1,192.33
4993906 DOWNINGTOWN PA 19335 SFD 6.750 6.250 $1,888.72
4994012 RANCHO PALOS VERDES CA 90275 SFD 6.750 6.250 $2,633.31
4994167 AUSTIN TX 78750 SFD 7.125 6.250 $2,662.88
4994189 ASHBURN VA 20147 SFD 6.625 6.250 $1,600.78
4994215 WINFIELD IL 60190 SFD 6.750 6.250 $2,305.77
4994570 DALLAS TX 75206 SFD 7.000 6.250 $1,729.79
4994628 HOUSTON TX 77056 SFD 6.875 6.250 $2,135.02
4994641 HOUSTON TX 77019 SFD 6.750 6.250 $1,978.23
4994739 ARMONK NY 10504 SFD 6.625 6.250 $6,403.11
4994897 CUPERTINO CA 95014 SFD 7.250 6.250 $2,728.71
4995097 DANVILLE CA 94526 SFD 6.750 6.250 $2,270.10
4995348 SAN FRANCISCO CA 94114 SFD 6.875 6.250 $3,639.39
4995620 ALPHARETTA GA 30004 SFD 6.875 6.250 $2,212.21
4995891 BOSTON MA 02115 LCO 7.000 6.250 $2,228.77
4995970 CHAPIN SC 29036 SFD 6.375 6.108 $1,652.01
4996163 PHOENIXVILLE PA 19460 SFD 7.000 6.250 $2,528.15
4996263 SEATTLE WA 98103 SFD 7.125 6.250 $1,940.31
4996325 GERMANTOWN TN 38139 SFD 7.000 6.250 $2,195.50
4996405 SCOTTSDALE AZ 85259 SFD 6.500 6.233 $1,706.59
4996419 AUSTIN TX 78730 SFD 7.000 6.250 $1,995.91
4996561 DUNWOODY GA 30350 SFD 6.875 6.250 $1,723.79
4997167 THE WOODLANDS TX 77382 SFD 6.750 6.250 $2,205.24
4997199 HOLDEN MA 01520 SFD 7.375 6.250 $1,864.14
4997202 PLEASANTON CA 94588 SFD 6.625 6.250 $1,664.81
4997621 OAKLAND CA 94611 SFD 6.625 6.250 $2,453.16
4997762 RIVERTON WY 82501 SFD 7.000 6.250 $1,769.71
4997810 DRAPER UT 84020 SFD 6.875 6.250 $1,786.85
4998049 LA HABRA HEIGHTS CA 90631 SFD 6.875 6.250 $2,233.56
4998087 SAVAGE MN 55378 SFD 7.375 6.250 $1,970.85
4998254 KINGWOOD TX 77345 PUD 6.750 6.250 $2,464.68
4998477 TAMPA FL 33609 SFD 7.125 6.250 $2,459.08
4998564 FLAGSTAFF AZ 86004 SFD 6.750 6.250 $1,848.51
4998865 LAS VEGAS NV 89135 SFD 7.125 6.250 $1,798.83
4998949 SANTA CLARITA CA 91350 SFD 7.750 6.250 $2,021.36
4999225 SUWANEE GA 30174 SFD 6.750 6.250 $2,334.96
4999295 AGOURA CA 91301 SFD 7.125 6.250 $2,155.90
4999361 TAMPA FL 33613 SFD 6.750 6.250 $3,142.46
4999562 DAKOTA DUNES SD 57049 SFD 7.125 6.250 $2,182.85
4999639 DANVILLE CA 94506 SFD 6.500 6.233 $2,970.72
4999833 KENT WA 98042 SFD 7.500 6.250 $1,887.88
5000012 WESTLAKE VILLAGE CA 91362 SFD 6.875 6.250 $3,074.43
5000465 WESTLAKE VILLAGE CA 91361 SFD 6.500 6.233 $1,714.17
5000475 DOVE CANYON CA 92679 SFD 7.125 6.250 $1,994.21
5000511 THOUSAND OAKS CA 91320 SFD 6.500 6.233 $3,309.20
5000707 ESCONDIDO CA 92029 SFD 6.500 6.233 $1,896.21
5000907 PHOENIX AZ 85045 SFD 6.500 6.233 $1,896.21
5001014 WEST CHESTER PA 19382 SFD 6.375 6.108 $2,121.16
5001026 SCOTTSDALE AZ 85259 SFD 6.375 6.108 $3,119.35
5001446 AURORA CO 80015 SFD 6.625 6.250 $1,888.92
5001558 SAN DIEGO CA 92128 PUD 7.000 6.250 $1,946.01
5001989 WASHINGTON DC 20005 LCO 7.000 6.250 $2,070.43
5002444 PLANO TX 75093 SFD 6.875 6.250 $2,154.73
5002462 THE WOODLANDS TX 77381 PUD 6.750 6.250 $2,231.18
5002690 SAN MATEO CA 94403 SFD 6.625 6.250 $3,483.30
5002916 SATELLITE BEACH FL 32937 SFD 6.500 6.233 $2,270.39
5002997 HOUSTON TX 77059 SFD 6.875 6.250 $2,186.86
5003279 SIMI VALLEY CA 93065 SFD 6.625 6.250 $2,953.12
5003404 LITTLETON CO 80120 SFD 6.625 6.250 $1,664.81
5003617 LARKSPUR CA 94939 SFD 6.875 6.250 $2,233.56
5004275 ENCINITAS CA 92007 SFD 6.625 6.250 $2,721.33
5004334 DOVE CANYON CA 92679 SFD 6.625 6.250 $2,458.29
5004804 SUNNYVALE CA 94087 SFD 6.750 6.250 $2,334.96
5004869 CONCORD CA 94518 SFD 7.250 6.250 $1,757.29
5004930 ROCHESTER HILLS MI 48306 SFD 6.500 6.233 $2,002.40
5005468 DAYTON OH 45459 SFD 6.750 6.250 $1,660.42
5005494 LOVELAND OH 45140 SFD 6.875 6.250 $1,747.44
5006134 WINDERMERE FL 34786 SFD 6.875 6.250 $1,970.79
5006389 FAIR OAKS CA 95628 SFD 6.875 6.250 $2,254.58
5006420 MARIETTA GA 30066 SFD 6.375 6.108 $1,873.80
5006790 CARMEL IN 46032 SFD 7.250 6.250 $1,746.38
5007039 MILL VALLEY CA 94941 SFD 6.375 6.108 $2,807.42
5007247 IRVINE CA 92604 SFD 7.000 6.250 $1,806.97
5007833 MCKINNEY TX 75070 SFD 6.500 6.233 $1,740.09
5008056 OVERLAND PARK KS 66221 SFD 6.750 6.250 $2,490.62
5008399 HOPKINTON MA 01748 LCO 6.750 6.250 $1,634.47
5008542 SCOTTSDALE AZ 85259 SFD 6.500 6.233 $1,731.87
5008606 CAMARILLO CA 93012 SFD 7.000 6.250 $1,889.46
5008813 NEW ROCHELLE NY 10804 SFD 7.125 6.250 $2,576.98
5009133 SHINGLE SPRINGS CA 95682 SFD 6.625 6.250 $1,680.18
5009881 MISSION VIEJO CA 92692 SFD 6.000 5.733 $2,230.33
5012676 SAUSALITO CA 94965 LCO 6.750 6.250 $1,914.67
5013503 THOUSAND OAKS CA 91362 SFD 7.125 6.250 $1,920.10
5013655 CHESTERFIELD VA 23838 SFD 6.875 6.250 $1,754.00
5014013 PHOENIX AZ 85044 SFD 6.375 6.108 $1,721.89
5014548 STAMFORD CT 06903 SFD 7.000 6.250 $2,860.81
5015635 DALLAS TX 75230 SFD 7.000 6.250 $3,775.93
5017403 FAIRVIEW TX 75069 SFD 7.000 6.250 $2,993.87
5018674 OAK RIDGE NC 27310 SFD 7.000 6.250 $2,059.78
5019242 BROOMFIELD CO 80020 SFD 6.750 6.250 $2,060.28
6938244 WILMINGTON NC 28411 SFD 6.375 6.108 $2,401.90
7540463 LIVERMORE CA 94550 SFD 7.250 6.250 $1,925.78
7594032 SHARON MA 02067 SFD 7.125 6.250 $2,748.77
7626167 LIVERMORE CA 94550 SFD 7.250 6.250 $1,816.72
7641976 ATLANTA GA 30328 PUD 7.000 6.250 $2,521.56
7706721 COLLEYVILLE TX 76034 SFD 6.500 6.233 $1,896.20
<PAGE>
NASCOR
NMI/1999-17 Exhibit F-1
30 YEAR FIXED RATE RELOCATION LOANS
(continued)
<CAPTION>
(i) (vii) (viii) (ix) (x) (xi) (xii) (xiii)
- -------- -------- --------- --------------- ----- ------- --------- -------
CUT-OFF
MORTGAGE ORIGINAL SCHEDULED DATE MORTGAGE
LOAN TERM TO MATURITY PRINCIPAL INSURANCE SERVICE
NUMBER MATURITY DATE BALANCE LTV SUBSIDY CODE FEE
- -------- -------- --------- --------------- ----- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
4747909 360 1-Nov-28 $308,211.97 78.28 0.250
4758224 360 1-Oct-28 $276,345.66 73.61 GD 8YR 0.250
4772634 360 1-Apr-29 $292,521.62 89.99 0.250
4783380 360 1-May-29 $268,800.00 80.00 0.250
4791274 360 1-May-29 $400,000.00 88.78 33 0.250
4791692 360 1-Oct-28 $639,956.16 80.00 GD 8YR 0.250
4791701 360 1-May-29 $300,000.00 66.27 0.250
4795867 360 1-May-29 $353,500.00 89.96 GD 3YR 0.250
4815683 360 1-Sep-28 $363,192.28 90.00 11 0.250
4824438 360 1-May-29 $385,700.00 80.00 0.250
4825321 360 1-May-29 $275,000.00 74.15 0.250
4826430 360 1-Apr-29 $299,771.72 93.97 0.250
4846719 360 1-Apr-29 $263,294.44 85.00 GD 6YR 11 0.250
4850631 360 1-May-29 $547,000.00 79.99 0.250
4852706 360 1-May-29 $38,850.00 89.99 0.250
4853493 360 1-May-29 $271,500.00 95.00 0.250
4870407 360 1-May-29 $641,900.00 70.00 0.250
4876185 360 1-May-29 $327,250.00 85.00 0.250
4876307 360 1-May-29 $400,000.00 40.00 0.250
4877381 360 1-May-29 $304,500.00 75.28 0.250
4880560 360 1-May-29 $281,500.00 79.99 0.250
4884845 360 1-Jan-29 $393,593.84 84.99 0.250
4886566 360 1-Apr-29 $300,384.74 70.00 GD 4YR 0.250
4890250 360 1-May-29 $267,400.00 94.99 17 0.250
4891731 360 1-May-29 $265,450.00 79.68 0.250
4893054 360 1-May-29 $334,000.00 69.85 0.250
4896251 360 1-May-29 $400,000.00 75.47 0.250
4901968 360 1-Apr-29 $254,769.47 72.35 0.250
4908408 360 1-May-29 $310,000.00 66.67 0.250
4913529 360 1-May-29 $335,000.00 62.50 0.250
4915513 360 1-Apr-29 $370,203.71 95.00 0.250
4918524 360 1-May-29 $300,000.00 46.66 0.250
4920168 360 1-Apr-29 $285,782.37 93.57 0.250
4920269 360 1-May-29 $310,000.00 65.26 0.250
4921003 360 1-Jan-29 $249,043.62 80.00 0.250
4923555 360 1-May-29 $271,000.00 80.00 0.250
4924485 360 1-Apr-29 $874,208.98 59.32 0.250
4924623 360 1-Apr-29 $478,381.15 80.00 0.250
4926256 360 1-Apr-29 $539,511.83 90.00 17 0.250
4926412 360 1-Apr-29 $383,585.69 73.13 GD 5YR 0.250
4928759 360 1-Apr-29 $375,684.11 80.00 0.250
4929019 360 1-Apr-29 $649,412.38 60.75 0.250
4930067 360 1-Jan-29 $896,684.57 61.75 0.250
4931066 360 1-May-29 $376,350.00 79.00 0.250
4931238 360 1-Apr-29 $471,573.30 80.00 0.250
4931559 360 1-May-29 $265,000.00 89.73 0.250
4931726 360 1-Mar-29 $998,230.57 86.96 17 0.250
4931761 360 1-May-29 $320,000.00 72.09 0.250
4932350 360 1-Apr-29 $281,745.06 80.00 GD 3YR 0.250
4933344 360 1-Apr-29 $338,015.78 85.00 11 0.250
4933807 360 1-May-29 $333,900.00 90.00 GD 3YR 11 0.250
4934587 360 1-Apr-29 $649,383.25 67.36 0.250
4936384 360 1-Mar-29 $928,394.06 69.77 GD 3YR 0.250
4937151 360 1-May-29 $302,500.00 79.99 GD 3YR 0.250
4937654 360 1-Apr-29 $280,913.80 95.00 0.250
4937658 360 1-Apr-29 $353,709.82 80.00 GD 5YR 0.250
4938350 360 1-May-29 $373,600.00 80.00 0.250
4938669 360 1-May-29 $320,800.00 72.39 0.250
4939349 360 1-Feb-29 $249,334.63 51.55 0.250
4939611 360 1-Apr-29 $359,674.55 80.00 0.250
4940422 360 1-Apr-29 $309,320.11 89.89 0.250
4940592 360 1-May-29 $325,350.00 80.00 0.250
4941349 360 1-Apr-29 $256,309.64 95.00 0.250
4942205 360 1-May-29 $364,050.00 80.00 0.250
4943119 360 1-May-29 $316,000.00 88.02 0.250
4948236 360 1-Apr-29 $479,555.42 80.00 0.250
4949023 360 1-Apr-29 $312,037.63 90.02 0.250
4949525 360 1-Apr-29 $699,303.14 43.89 0.250
4949547 360 1-Apr-29 $279,758.92 80.00 0.250
4949582 360 1-Apr-29 $312,943.27 90.00 0.250
4949583 360 1-May-29 $301,500.00 90.00 17 0.250
4949871 360 1-Apr-29 $314,715.23 50.00 0.250
4950097 360 1-Dec-28 $489,249.32 79.99 0.250
4951394 360 1-Apr-29 $259,786.88 80.00 0.250
4952006 360 1-May-29 $441,450.00 80.00 0.250
4952334 360 1-Apr-29 $409,620.26 89.13 17 0.250
4952835 360 1-May-29 $306,400.00 80.00 GD 3YR 0.250
4952944 360 1-May-29 $300,000.00 75.28 0.250
4953194 360 1-May-29 $286,200.00 90.00 0.250
4953243 360 1-May-29 $300,000.00 84.68 0.250
4953401 360 1-Apr-29 $591,502.65 80.00 0.250
4953451 360 1-Apr-29 $274,774.58 85.96 0.250
4953721 360 1-Apr-29 $322,335.56 79.26 0.250
4954074 360 1-May-29 $283,500.00 90.00 0.250
4954520 360 1-Apr-29 $363,694.19 80.00 0.250
4954767 360 1-Apr-29 $337,216.45 90.00 0.250
4955106 360 1-Apr-29 $449,203.33 80.00 0.250
4955141 360 1-Apr-29 $297,743.42 87.65 GD 3YR 11 0.250
4955509 360 1-May-29 $559,200.00 80.00 0.250
4955914 360 1-Apr-29 $321,979.26 90.00 0.250
4956422 360 1-May-29 $450,000.00 63.83 0.250
4956434 360 1-May-29 $408,250.00 84.99 0.250
4956491 360 1-May-29 $276,000.00 78.63 0.250
4956690 360 1-Apr-29 $272,764.95 70.00 0.250
4956937 360 1-Apr-29 $374,644.18 75.00 0.250
4957144 360 1-Apr-29 $292,547.90 80.00 0.250
4957788 360 1-Apr-29 $295,745.14 80.00 0.250
4959174 360 1-Apr-29 $251,788.28 80.00 0.250
4959194 360 1-May-29 $267,000.00 74.17 0.250
4959339 360 1-Apr-29 $279,727.86 67.96 0.250
4959371 360 1-May-29 $308,000.00 80.00 0.250
4960271 360 1-May-29 $257,300.00 90.00 11 0.250
4960995 360 1-May-29 $257,100.00 94.69 0.250
4961223 360 1-Apr-29 $323,278.17 90.00 11 0.250
4961673 360 1-Apr-29 $330,515.18 51.77 0.250
4961714 360 1-Apr-29 $449,573.02 53.00 0.250
4961733 360 1-Apr-29 $289,773.76 89.74 0.250
4962028 360 1-May-29 $343,900.00 80.00 0.250
4962235 360 1-May-29 $250,250.00 92.59 0.250
4962329 360 1-Apr-29 $415,917.12 90.00 0.250
4962334 360 1-May-29 $329,000.00 68.68 0.250
4962813 360 1-Apr-29 $342,167.11 69.54 0.250
4963311 360 1-May-29 $423,000.00 90.00 0.250
4963925 360 1-May-29 $347,950.00 80.00 0.250
4964356 360 1-Apr-29 $469,224.46 80.00 0.250
4964381 360 1-May-29 $344,000.00 80.00 0.250
4964442 360 1-Apr-29 $255,335.30 95.00 GD 3YR 0.250
4964470 360 1-Apr-29 $284,766.38 95.00 11 0.250
4965054 360 1-Apr-29 $255,785.51 80.00 0.250
4965232 360 1-Apr-29 $270,942.67 80.00 0.250
4965438 360 1-May-29 $312,000.00 80.00 0.250
4965960 360 1-May-29 $275,100.00 80.00 0.250
4966197 360 1-Apr-29 $259,776.14 80.00 0.250
4966349 360 1-Apr-29 $302,677.50 78.09 0.250
4966553 360 1-May-29 $426,051.00 80.00 0.250
4966597 360 1-Apr-29 $499,569.50 63.69 0.250
4966632 360 1-May-29 $270,000.00 69.59 0.250
4966851 360 1-May-29 $697,000.00 85.00 0.250
4966940 360 1-Apr-29 $292,298.70 90.00 GD 3YR 0.250
4967137 360 1-Apr-29 $267,674.92 79.99 GD 3YR 0.250
4967215 360 1-May-29 $368,000.00 80.00 0.250
4967499 360 1-Apr-29 $919,062.02 80.00 0.250
4967718 360 1-Apr-29 $338,094.08 80.00 0.250
4968011 360 1-May-29 $263,000.00 89.76 0.250
4968019 360 1-May-29 $277,650.00 90.00 0.250
4968036 360 1-May-29 $255,000.00 73.91 0.250
4968229 360 1-May-29 $442,000.00 80.00 0.250
4968529 360 1-Mar-29 $299,294.80 79.95 0.250
4968982 360 1-May-29 $371,000.00 67.64 0.250
4969080 360 1-Apr-29 $262,550.64 90.00 11 0.250
4969129 360 1-May-29 $292,650.00 90.00 0.250
4969274 360 1-May-29 $350,000.00 62.84 0.250
4969290 360 1-Apr-29 $348,469.04 80.00 0.250
4969298 360 1-Apr-29 $861,810.26 75.00 GD 4YR 0.250
4969329 360 1-Mar-29 $297,433.02 79.89 0.250
4969595 360 1-May-29 $286,850.00 80.00 0.250
4970439 360 1-May-29 $739,400.00 79.94 0.250
4970554 360 1-Apr-29 $399,620.46 57.84 0.250
4970842 360 1-Apr-29 $459,573.94 80.00 0.250
4971039 360 1-Apr-29 $359,682.38 79.00 0.250
4971322 360 1-Apr-29 $399,655.60 45.98 0.250
4971398 360 1-May-29 $400,000.00 80.00 0.250
4971920 360 1-Apr-29 $259,747.29 67.53 0.250
4972032 360 1-May-29 $550,000.00 66.67 0.250
4972131 360 1-Apr-29 $279,727.86 61.67 0.250
4972169 360 1-Apr-29 $749,338.28 74.85 GD 4YR 0.250
4972293 360 1-May-29 $272,350.00 94.99 GD 3YR 0.250
4972418 360 1-Apr-29 $349,691.20 66.67 0.250
4972438 360 1-May-29 $363,200.00 80.00 0.250
4972649 360 1-May-29 $390,000.00 69.03 0.250
4972798 360 1-May-29 $265,500.00 90.00 0.250
4973385 360 1-May-29 $296,000.00 80.00 0.250
4973573 360 1-May-29 $299,250.00 90.00 0.250
4973588 360 1-Apr-29 $258,954.06 90.00 GD 3YR 06 0.250
4973684 360 1-May-29 $319,950.00 64.64 0.250
4973690 360 1-May-29 $383,900.00 80.00 0.250
4973697 360 1-Apr-29 $283,284.27 90.00 GD 6YR 33 0.250
4973708 360 1-May-29 $299,600.00 89.99 GD 3YR 0.250
4973740 360 1-May-29 $380,000.00 67.98 0.250
4973783 360 1-Apr-29 $599,444.28 72.29 0.250
4973803 360 1-Apr-29 $272,674.85 94.79 0.250
4973852 360 1-May-29 $322,550.00 80.00 0.250
4973881 360 1-Apr-29 $382,162.53 90.00 0.250
4974153 360 1-Apr-29 $328,224.01 90.00 0.250
4974154 360 1-May-29 $359,900.00 80.00 0.250
4974296 360 1-May-29 $278,000.00 77.46 0.250
4974516 360 1-Apr-29 $323,707.09 80.00 0.250
4974627 360 1-Apr-29 $274,968.80 80.00 0.250
4974660 360 1-Apr-29 $342,904.51 80.00 0.250
4974668 360 1-Apr-29 $249,779.43 87.13 0.250
4974715 360 1-Apr-29 $249,368.82 80.00 0.250
4974743 360 1-May-29 $273,050.00 71.28 0.250
4974840 360 1-May-29 $292,000.00 79.78 0.250
4974866 360 1-Apr-29 $350,669.35 80.00 0.250
4974930 360 1-Apr-29 $351,566.10 80.00 0.250
4974949 360 1-Apr-29 $307,215.19 80.00 0.250
4975100 360 1-May-29 $380,000.00 69.53 0.250
4975251 360 1-Apr-29 $874,208.98 59.32 0.250
4975626 360 1-Apr-29 $349,691.20 72.16 0.250
4975713 360 1-May-29 $300,000.00 77.12 0.250
4976281 360 1-Apr-29 $248,651.00 90.00 0.250
4976512 360 1-Apr-29 $319,196.84 90.00 11 0.250
4976600 360 1-Apr-29 $373,170.46 90.00 11 0.250
4976695 360 1-May-29 $261,000.00 89.99 0.250
4976719 360 1-May-29 $319,000.00 89.17 0.250
4976796 360 1-Apr-29 $476,389.48 79.99 0.250
4976919 360 1-May-29 $318,000.00 88.83 11 0.250
4977224 360 1-May-29 $450,000.00 50.62 0.250
4977231 360 1-May-29 $322,000.00 88.22 11 0.250
4977312 360 1-Apr-29 $349,698.65 54.69 0.250
4977358 360 1-Apr-29 $367,698.35 80.00 0.250
4977683 360 1-Apr-29 $495,517.92 80.00 0.250
4977774 360 1-May-29 $300,000.00 41.07 0.250
4977890 360 1-May-29 $296,000.00 80.00 0.250
4977926 360 1-May-29 $251,000.00 79.99 0.250
4978024 360 1-Apr-29 $1,049,095.96 75.00 0.250
4978034 360 1-May-29 $389,950.00 75.72 0.250
4978062 360 1-May-29 $324,000.00 90.00 GD 5YR 0.250
4978131 360 1-Apr-29 $398,730.88 79.97 0.250
4978200 360 1-May-29 $427,000.00 70.00 0.250
4978220 360 1-May-29 $315,200.00 80.00 0.250
4978227 360 1-May-29 $339,200.00 80.00 0.250
4978361 360 1-Apr-29 $436,614.44 80.00 0.250
4978420 360 1-May-29 $256,000.00 80.00 0.250
4978602 360 1-May-29 $315,000.00 90.00 0.250
4978629 360 1-Apr-29 $363,586.69 62.85 0.250
4978669 360 1-May-29 $317,100.00 79.99 0.250
4978704 360 1-Apr-29 $398,161.25 79.96 0.250
4978753 360 1-Apr-29 $603,492.56 80.00 0.250
4978842 360 1-May-29 $250,650.00 90.00 0.250
4978866 360 1-Apr-29 $315,734.52 80.00 0.250
4979175 360 1-May-29 $248,000.00 80.00 0.250
4979184 360 1-May-29 $300,000.00 54.55 0.250
4979278 360 1-May-29 $285,200.00 90.00 0.250
4979294 360 1-May-29 $323,100.00 90.00 0.250
4979348 360 1-May-29 $292,500.00 90.00 0.250
4979490 360 1-May-29 $750,000.00 63.97 0.250
4979557 360 1-May-29 $350,000.00 80.00 0.250
4979880 360 1-Apr-29 $518,542.09 75.00 0.250
4979957 360 1-May-29 $356,000.00 80.00 0.250
4980096 360 1-Apr-29 $434,107.20 78.36 0.250
4980168 360 1-Apr-29 $279,740.66 80.00 0.250
4980477 360 1-Apr-29 $269,784.08 72.97 GD 3YR 0.250
4980675 360 1-May-29 $650,000.00 39.63 0.250
4980800 360 1-Apr-29 $359,148.01 70.00 0.250
4980821 360 1-Apr-29 $252,692.69 94.92 0.250
4980863 360 1-Apr-29 $399,647.08 42.33 0.250
4980871 360 1-May-29 $288,000.00 90.00 11 0.250
4981045 360 1-May-29 $371,000.00 78.77 0.250
4981574 360 1-May-29 $348,000.00 80.00 0.250
4981641 360 1-May-29 $352,000.00 80.00 0.250
4981743 360 1-Apr-29 $167,048.85 80.00 0.250
4981850 360 1-Apr-29 $295,145.67 79.99 0.250
4981893 360 1-May-29 $380,000.00 75.64 0.250
4981938 360 1-Apr-29 $359,682.38 80.00 0.250
4982138 360 1-Apr-29 $499,558.86 56.21 0.250
4982736 360 1-May-29 $416,000.00 79.24 0.250
4982810 360 1-May-29 $400,000.00 67.57 GD 2YR 0.250
4982846 360 1-Apr-29 $301,327.35 80.00 0.250
4982857 360 1-Apr-29 $577,526.22 80.00 0.250
4983240 360 1-May-29 $750,000.00 63.16 0.250
4983414 360 1-May-29 $650,000.00 40.91 0.250
4983430 360 1-Apr-29 $449,621.95 73.77 0.250
4983472 360 1-May-29 $1,000,000.00 49.75 0.250
4983487 360 1-Apr-29 $254,769.47 78.11 0.250
4983526 360 1-May-29 $265,000.00 64.48 0.250
4983709 360 1-Apr-29 $257,772.36 66.49 0.250
4983782 360 1-May-29 $250,000.00 88.03 06 0.250
4983798 360 1-Apr-29 $269,761.78 69.41 0.250
4983842 360 1-May-29 $264,000.00 80.00 0.250
4984035 360 1-Apr-29 $339,741.28 89.31 0.250
4984200 360 1-Apr-29 $342,504.85 80.00 0.250
4984284 360 1-Apr-29 $283,743.25 80.00 0.250
4984285 360 1-May-29 $270,350.00 79.99 0.250
4984318 360 1-Apr-29 $266,764.42 60.68 GD 4YR 0.250
4984323 360 1-May-29 $880,000.00 80.00 0.250
4984718 360 1-Apr-29 $334,697.15 70.53 0.250
4984721 360 1-Apr-29 $564,489.23 41.77 0.250
4984736 360 1-May-29 $314,000.00 80.00 0.250
4984795 360 1-Apr-29 $399,247.43 90.00 0.250
4984896 360 1-Apr-29 $399,620.46 66.67 0.250
4985057 360 1-Apr-29 $259,175.98 95.00 0.250
4985080 360 1-May-29 $650,000.00 78.79 0.250
4985253 360 1-Apr-29 $327,737.70 80.00 0.250
4985269 360 1-May-29 $325,000.00 54.62 0.250
4985386 360 1-May-29 $250,200.00 90.00 0.250
4985623 360 1-Apr-29 $399,655.60 73.43 0.250
4985681 360 1-Apr-29 $331,721.07 89.97 0.250
4986163 360 1-May-29 $427,500.00 68.13 0.250
4986199 360 1-May-29 $278,050.00 89.99 17 0.250
4986279 360 1-May-29 $247,200.00 79.74 0.250
4986395 360 1-May-29 $536,000.00 79.87 GD 3YR 0.250
4986560 360 1-Apr-29 $159,862.24 80.00 0.250
4986707 360 1-Apr-29 $358,083.79 80.00 0.250
4986752 360 1-May-29 $268,000.00 80.00 0.250
4986800 360 1-Apr-29 $299,760.09 79.37 0.250
4986833 360 1-Apr-29 $404,951.04 70.00 GD 4YR 0.250
4987134 360 1-May-29 $257,300.00 90.00 17 0.250
4987452 360 1-May-29 $308,000.00 80.00 0.250
4987485 360 1-May-29 $244,000.00 80.00 0.250
4987509 360 1-Apr-29 $320,523.79 80.00 0.250
4987520 360 1-Apr-29 $257,383.58 80.00 0.250
4987672 360 1-Apr-29 $349,651.57 61.40 0.250
4987704 360 1-May-29 $550,000.00 80.00 0.250
4987861 360 1-Apr-29 $271,371.82 80.00 0.250
4987911 360 1-May-29 $265,200.00 80.00 GD 1YR 0.250
4987949 360 1-Apr-29 $261,430.18 80.00 0.250
4988059 360 1-May-29 $455,000.00 75.21 0.250
4988202 360 1-Apr-29 $403,625.81 80.00 0.250
4988449 360 1-May-29 $272,000.00 80.00 0.250
4988519 360 1-May-29 $335,000.00 69.07 0.250
4988617 360 1-May-29 $428,000.00 80.00 0.250
4988629 360 1-May-29 $275,000.00 88.71 0.250
4988733 360 1-Apr-29 $399,629.52 72.09 0.250
4988787 360 1-May-29 $278,100.00 90.00 0.250
4989090 360 1-May-29 $441,600.00 80.00 0.250
4989493 360 1-Apr-29 $354,922.90 80.00 GD 3YR 0.250
4989606 360 1-May-29 $288,000.00 90.00 GD 3YR 0.250
4989686 360 1-May-29 $270,900.00 90.00 0.250
4990077 360 1-May-29 $289,750.00 95.00 GD 5YR 0.250
4990423 360 1-May-29 $324,000.00 80.00 0.250
4990440 360 1-May-29 $256,000.00 80.00 GD10YR 0.250
4990456 360 1-May-29 $340,000.00 79.76 0.250
4990658 360 1-May-29 $364,000.00 80.00 0.250
4990680 360 1-May-29 $640,000.00 74.99 0.250
4990769 360 1-May-29 $391,500.00 90.00 GD 3YR 0.250
4991358 360 1-May-29 $248,000.00 80.00 0.250
4991555 360 1-May-29 $594,000.00 79.84 0.250
4991624 360 1-May-29 $298,000.00 60.20 0.250
4991782 360 1-Apr-29 $399,672.12 68.26 GD 5YR 0.250
4991844 360 1-Apr-29 $319,724.48 47.76 0.250
4991909 360 1-May-29 $265,200.00 80.00 0.250
4992163 360 1-Apr-29 $244,773.07 66.23 0.250
4992183 360 1-May-29 $410,000.00 59.42 0.250
4992291 360 1-May-29 $262,000.00 79.64 0.250
4992585 360 1-May-29 $300,000.00 73.17 0.250
4992771 360 1-May-29 $260,000.00 74.29 0.250
4992835 360 1-Apr-29 $379,695.83 80.00 0.250
4993129 360 1-May-29 $330,000.00 68.75 0.250
4993326 360 1-May-29 $442,500.00 79.99 0.250
4993365 360 1-Apr-29 $275,768.12 80.00 0.250
4993408 360 1-May-29 $283,100.00 95.00 0.250
4993454 360 1-May-29 $254,400.00 80.00 0.250
4993460 360 1-Apr-29 $258,512.75 94.99 13 0.250
4993733 360 1-May-29 $181,500.00 73.63 0.250
4993906 360 1-May-29 $291,200.00 80.00 0.250
4994012 360 1-May-29 $406,000.00 64.86 0.250
4994167 360 1-May-29 $395,250.00 79.99 0.250
4994189 360 1-May-29 $250,000.00 72.20 0.250
4994215 360 1-May-29 $355,500.00 90.00 0.250
4994570 360 1-May-29 $260,000.00 80.00 0.250
4994628 360 1-Apr-29 $324,726.96 50.73 0.250
4994641 360 1-Apr-29 $304,737.40 53.65 0.250
4994739 360 1-May-29 $1,000,000.00 57.64 0.250
4994897 360 1-May-29 $400,000.00 80.00 0.250
4995097 360 1-May-29 $350,000.00 63.99 0.250
4995348 360 1-May-29 $554,000.00 80.00 0.250
4995620 360 1-Apr-29 $336,467.09 79.99 0.250
4995891 360 1-May-29 $335,000.00 88.16 0.250
4995970 360 1-May-29 $264,800.00 80.00 0.250
4996163 360 1-May-29 $380,000.00 80.00 0.250
4996263 360 1-Jan-29 $287,070.52 80.00 0.250
4996325 360 1-Apr-29 $329,729.50 62.26 0.250
4996405 360 1-May-29 $270,000.00 49.09 0.250
4996419 360 1-May-29 $300,000.00 75.47 0.250
4996561 360 1-Apr-29 $262,179.54 80.00 0.250
4997167 360 1-Apr-29 $339,707.26 80.00 0.250
4997199 360 1-May-29 $269,900.00 90.00 0.250
4997202 360 1-May-29 $260,000.00 78.80 0.250
4997621 360 1-May-29 $383,120.00 80.00 0.250
4997762 360 1-Apr-29 $265,781.96 95.00 0.250
4997810 360 1-Apr-29 $271,771.49 80.00 0.250
4998049 360 1-May-29 $340,000.00 80.00 0.250
4998087 360 1-May-29 $285,350.00 92.83 0.250
4998254 360 1-May-29 $380,000.00 79.17 0.250
4998477 360 1-May-29 $365,000.00 79.87 0.250
4998564 360 1-Apr-29 $284,754.62 77.03 0.250
4998865 360 1-May-29 $267,000.00 86.97 17 0.250
4998949 360 1-May-29 $282,150.00 95.00 0.250
4999225 360 1-May-29 $360,000.00 63.16 0.250
4999295 360 1-Apr-29 $319,744.10 80.00 0.250
4999361 360 1-Apr-29 $484,082.85 85.00 11 0.250
4999562 360 1-Apr-29 $323,740.90 90.00 0.250
4999639 360 1-Apr-29 $469,575.11 62.25 0.250
4999833 360 1-May-29 $270,000.00 93.10 0.250
5000012 360 1-May-29 $468,000.00 80.00 0.250
5000465 360 1-May-29 $271,200.00 80.00 0.250
5000475 360 1-Apr-29 $295,763.29 80.00 0.250
5000511 360 1-Apr-29 $523,076.70 79.99 0.250
5000707 360 1-Apr-29 $299,728.79 77.53 0.250
5000907 360 1-May-29 $300,000.00 80.00 0.250
5001014 360 1-Apr-29 $339,685.09 73.28 0.250
5001026 360 1-May-29 $500,000.00 52.69 0.250
5001446 360 1-May-29 $295,000.00 74.68 0.250
5001558 360 1-May-29 $292,500.00 90.00 GD 2YR 33 0.250
5001989 360 1-May-29 $311,200.00 80.00 GD 6YR 0.250
5002444 360 1-May-29 $328,000.00 80.00 0.250
5002462 360 1-May-29 $344,000.00 80.00 0.250
5002690 360 1-May-29 $544,000.00 80.00 GD 3YR 0.250
5002916 360 1-May-29 $359,200.00 80.00 0.250
5002997 360 1-May-29 $332,890.00 80.00 0.250
5003279 360 1-May-29 $461,200.00 80.00 0.250
5003404 360 1-Apr-29 $259,770.61 77.61 0.250
5003617 360 1-Apr-29 $339,714.36 79.91 0.250
5004275 360 1-May-29 $425,000.00 76.30 0.250
5004334 360 1-May-29 $383,920.00 80.00 0.250
5004804 360 1-May-29 $360,000.00 63.16 0.250
5004869 360 1-May-29 $257,600.00 80.00 0.250
5004930 360 1-May-29 $316,800.00 80.00 0.250
5005468 360 1-May-29 $256,000.00 80.00 0.250
5005494 360 1-May-29 $266,000.00 80.00 0.250
5006134 360 1-Apr-29 $299,747.96 57.14 0.250
5006389 360 1-May-29 $343,200.00 80.00 0.250
5006420 360 1-May-29 $300,350.00 89.99 0.250
5006790 360 1-May-29 $256,000.00 80.00 0.250
5007039 360 1-May-29 $450,000.00 40.91 0.250
5007247 360 1-May-29 $271,600.00 70.00 0.250
5007833 360 1-May-29 $275,300.00 80.00 0.250
5008056 360 1-May-29 $384,000.00 80.00 0.250
5008399 360 1-May-29 $252,000.00 80.00 0.250
5008542 360 1-May-29 $274,000.00 80.00 0.250
5008606 360 1-May-29 $284,000.00 80.00 0.250
5008813 360 1-May-29 $382,500.00 90.00 0.250
5009133 360 1-May-29 $262,400.00 80.00 0.250
5009881 360 1-May-29 $372,000.00 80.00 0.250
5012676 360 1-May-29 $295,200.00 80.00 0.250
5013503 360 1-May-29 $285,000.00 95.00 0.250
5013655 360 1-May-29 $267,000.00 78.76 0.250
5014013 360 1-May-29 $276,000.00 80.00 0.250
5014548 360 1-May-29 $430,000.00 63.24 0.250
5015635 360 1-May-29 $567,550.00 80.00 0.250
5017403 360 1-May-29 $450,000.00 80.00 0.250
5018674 360 1-May-29 $309,600.00 80.00 0.250
5019242 360 1-May-29 $317,650.00 79.99 0.250
6938244 360 1-Mar-29 $383,924.54 54.43 0.250
7540463 360 1-Feb-29 $281,635.34 80.00 0.250
7594032 360 1-Mar-29 $407,345.52 71.08 0.250
7626167 360 1-Apr-29 $266,104.25 80.00 0.250
7641976 360 1-Apr-29 $378,698.33 90.00 17 0.250
7706721 360 1-May-29 $300,000.00 80.00 0.250
---------------
$155,252,184.38
<PAGE>
NASCOR
NMI/1999-17 Exhibit F-1
30 YEAR FIXED RATE RELOCATION LOANS
(continued)
<CAPTION>
(i) (xiv) (xv) (xvi)
- -------- -------- ------- --------
MORTGAGE T.O.P. MASTER FIXED
LOAN MORTGAGE SERVICE RETAINED
NUMBER LOAN FEE YIELD
- -------- -------- ------- --------
<S> <C> <C> <C>
4747909 0.017 0.000
4758224 0.017 0.233
4772634 0.017 0.733
4783380 0.017 0.358
4791274 0.017 0.858
4791692 0.017 0.108
4791701 0.017 0.000
4795867 0.017 0.608
4815683 0.017 0.358
4824438 0.017 0.483
4825321 0.017 0.233
4826430 0.017 0.858
4846719 0.017 0.733
4850631 0.017 0.608
4852706 0.017 0.858
4853493 0.017 0.733
4870407 0.017 0.233
4876185 0.017 0.108
4876307 0.017 0.608
4877381 0.017 0.483
4880560 0.017 0.483
4884845 0.017 0.483
4886566 0.017 0.108
4890250 0.017 0.233
4891731 0.017 0.483
4893054 0.017 0.000
4896251 0.017 0.000
4901968 0.017 0.000
4908408 0.017 0.108
4913529 0.017 0.000
4915513 0.017 0.608
4918524 0.017 0.000
4920168 0.017 0.858
4920269 0.017 0.108
4921003 0.017 0.608
4923555 0.017 0.733
4924485 0.017 0.000
4924623 0.017 0.000
4926256 0.017 0.000
4926412 0.017 0.000
4928759 0.017 0.358
4929019 0.017 0.000
4930067 0.017 0.108
4931066 0.017 0.108
4931238 0.017 0.000
4931559 0.017 0.233
4931726 0.017 0.108
4931761 0.017 0.108
4932350 0.017 0.000
4933344 0.017 0.358
4933807 0.017 0.233
4934587 0.017 0.000
4936384 0.017 0.233
4937151 0.017 0.000
4937654 0.017 0.358
4937658 0.017 0.483
4938350 0.017 0.108
4938669 0.017 0.233
4939349 0.017 0.108
4939611 0.017 0.000
4940422 0.017 0.000
4940592 0.017 0.000
4941349 0.017 0.983
4942205 0.017 0.000
4943119 0.017 0.608
4948236 0.017 0.000
4949023 0.017 0.358
4949525 0.017 0.000
4949547 0.017 0.233
4949582 0.017 0.483
4949583 0.017 0.000
4949871 0.017 0.000
4950097 0.017 0.000
4951394 0.017 0.483
4952006 0.017 0.000
4952334 0.017 0.000
4952835 0.017 0.233
4952944 0.017 0.000
4953194 0.017 0.983
4953243 0.017 0.858
4953401 0.017 0.358
4953451 0.017 0.483
4953721 0.017 0.483
4954074 0.017 0.000
4954520 0.017 0.358
4954767 0.017 0.358
4955106 0.017 0.108
4955141 0.017 0.233
4955509 0.017 0.000
4955914 0.017 0.358
4956422 0.017 0.483
4956434 0.017 0.733
4956491 0.017 0.108
4956690 0.017 0.233
4956937 0.017 0.000
4957144 0.017 0.233
4957788 0.017 0.233
4959174 0.017 0.358
4959194 0.017 0.233
4959339 0.017 0.000
4959371 0.017 0.000
4960271 0.017 0.733
4960995 0.017 0.000
4961223 0.017 0.358
4961673 0.017 0.233
4961714 0.017 0.000
4961733 0.017 0.733
4962028 0.017 0.358
4962235 0.017 0.733
4962329 0.017 0.608
4962334 0.017 0.358
4962813 0.017 0.000
4963311 0.017 0.608
4963925 0.017 0.233
4964356 0.017 0.608
4964381 0.017 0.233
4964442 0.017 0.358
4964470 0.017 0.483
4965054 0.017 0.983
4965232 0.017 0.000
4965438 0.017 0.000
4965960 0.017 0.000
4966197 0.017 0.233
4966349 0.017 0.358
4966553 0.017 0.000
4966597 0.017 0.233
4966632 0.017 0.000
4966851 0.017 0.358
4966940 0.017 1.358
4967137 0.017 0.358
4967215 0.017 0.108
4967499 0.017 0.000
4967718 0.017 0.000
4968011 0.017 0.358
4968019 0.017 0.608
4968036 0.017 0.108
4968229 0.017 0.608
4968529 0.017 0.358
4968982 0.017 0.233
4969080 0.017 0.000
4969129 0.017 0.358
4969274 0.017 0.358
4969290 0.017 0.000
4969298 0.017 0.608
4969329 0.017 0.000
4969595 0.017 0.483
4970439 0.017 0.000
4970554 0.017 0.000
4970842 0.017 0.000
4971039 0.017 0.108
4971322 0.017 0.233
4971398 0.017 0.233
4971920 0.017 0.000
4972032 0.017 0.000
4972131 0.017 0.000
4972169 0.017 0.108
4972293 0.017 0.108
4972418 0.017 0.108
4972438 0.017 0.233
4972649 0.017 0.108
4972798 0.017 0.733
4973385 0.017 0.000
4973573 0.017 0.358
4973588 0.017 0.000
4973684 0.017 0.000
4973690 0.017 0.000
4973697 0.017 0.858
4973708 0.017 0.733
4973740 0.017 0.000
4973783 0.017 0.000
4973803 0.017 0.108
4973852 0.017 0.233
4973881 0.017 0.108
4974153 0.017 0.358
4974154 0.017 0.233
4974296 0.017 0.000
4974516 0.017 0.000
4974627 0.017 0.358
4974660 0.017 0.233
4974668 0.017 0.108
4974715 0.017 0.000
4974743 0.017 0.483
4974840 0.017 0.358
4974866 0.017 0.608
4974930 0.017 0.000
4974949 0.017 0.000
4975100 0.017 0.000
4975251 0.017 0.000
4975626 0.017 0.108
4975713 0.017 0.000
4976281 0.017 0.608
4976512 0.017 0.000
4976600 0.017 0.108
4976695 0.017 0.233
4976719 0.017 0.358
4976796 0.017 0.233
4976919 0.017 0.233
4977224 0.017 0.608
4977231 0.017 0.483
4977312 0.017 0.233
4977358 0.017 0.483
4977683 0.017 0.000
4977774 0.017 0.233
4977890 0.017 0.233
4977926 0.017 0.608
4978024 0.017 0.233
4978034 0.017 0.000
4978062 0.017 0.358
4978131 0.017 0.608
4978200 0.017 0.000
4978220 0.017 0.000
4978227 0.017 0.483
4978361 0.017 0.108
4978420 0.017 0.000
4978602 0.017 0.608
4978629 0.017 0.233
4978669 0.017 0.000
4978704 0.017 0.000
4978753 0.017 0.358
4978842 0.017 0.108
4978866 0.017 0.358
4979175 0.017 0.608
4979184 0.017 0.483
4979278 0.017 0.358
4979294 0.017 0.000
4979348 0.017 0.358
4979490 0.017 0.000
4979557 0.017 0.000
4979880 0.017 0.108
4979957 0.017 0.233
4980096 0.017 0.000
4980168 0.017 0.000
4980477 0.017 0.608
4980675 0.017 0.358
4980800 0.017 0.358
4980821 0.017 0.483
4980863 0.017 0.108
4980871 0.017 0.483
4981045 0.017 0.608
4981574 0.017 0.000
4981641 0.017 0.358
4981743 0.017 0.000
4981850 0.017 0.233
4981893 0.017 0.358
4981938 0.017 0.108
4982138 0.017 0.108
4982736 0.017 0.108
4982810 0.017 0.358
4982846 0.017 0.000
4982857 0.017 0.483
4983240 0.017 0.608
4983414 0.017 0.358
4983430 0.017 0.358
4983472 0.017 0.000
4983487 0.017 0.000
4983526 0.017 0.000
4983709 0.017 0.108
4983782 0.017 0.233
4983798 0.017 0.108
4983842 0.017 0.000
4984035 0.017 0.858
4984200 0.017 0.233
4984284 0.017 0.000
4984285 0.017 0.108
4984318 0.017 0.108
4984323 0.017 0.000
4984718 0.017 0.000
4984721 0.017 0.000
4984736 0.017 0.358
4984795 0.017 0.108
4984896 0.017 0.000
4985057 0.017 1.483
4985080 0.017 0.108
4985253 0.017 0.608
4985269 0.017 0.108
4985386 0.017 0.358
4985623 0.017 0.233
4985681 0.017 0.358
4986163 0.017 0.000
4986199 0.017 0.608
4986279 0.017 0.358
4986395 0.017 0.000
4986560 0.017 0.233
4986707 0.017 0.108
4986752 0.017 0.000
4986800 0.017 0.608
4986833 0.017 0.233
4987134 0.017 0.108
4987452 0.017 0.233
4987485 0.017 0.233
4987509 0.017 0.233
4987520 0.017 0.358
4987672 0.017 0.000
4987704 0.017 0.233
4987861 0.017 0.358
4987911 0.017 0.358
4987949 0.017 0.358
4988059 0.017 0.000
4988202 0.017 0.000
4988449 0.017 0.000
4988519 0.017 0.000
4988617 0.017 0.483
4988629 0.017 0.858
4988733 0.017 0.000
4988787 0.017 0.233
4989090 0.017 0.483
4989493 0.017 0.733
4989606 0.017 0.983
4989686 0.017 0.108
4990077 0.017 0.858
4990423 0.017 0.358
4990440 0.017 0.608
4990456 0.017 0.358
4990658 0.017 0.108
4990680 0.017 0.233
4990769 0.017 0.608
4991358 0.017 0.358
4991555 0.017 0.000
4991624 0.017 0.608
4991782 0.017 0.483
4991844 0.017 0.233
4991909 0.017 0.483
4992163 0.017 0.000
4992183 0.017 0.000
4992291 0.017 0.000
4992585 0.017 0.233
4992771 0.017 0.233
4992835 0.017 0.733
4993129 0.017 0.000
4993326 0.017 0.608
4993365 0.017 0.358
4993408 0.017 0.733
4993454 0.017 0.483
4993460 0.017 1.108
4993733 0.017 0.358
4993906 0.017 0.233
4994012 0.017 0.233
4994167 0.017 0.608
4994189 0.017 0.108
4994215 0.017 0.233
4994570 0.017 0.483
4994628 0.017 0.358
4994641 0.017 0.233
4994739 0.017 0.108
4994897 0.017 0.733
4995097 0.017 0.233
4995348 0.017 0.358
4995620 0.017 0.358
4995891 0.017 0.483
4995970 0.017 0.000
4996163 0.017 0.483
4996263 0.017 0.608
4996325 0.017 0.483
4996405 0.017 0.000
4996419 0.017 0.483
4996561 0.017 0.358
4997167 0.017 0.233
4997199 0.017 0.858
4997202 0.017 0.108
4997621 0.017 0.108
4997762 0.017 0.483
4997810 0.017 0.358
4998049 0.017 0.358
4998087 0.017 0.858
4998254 0.017 0.233
4998477 0.017 0.608
4998564 0.017 0.233
4998865 0.017 0.608
4998949 0.017 1.233
4999225 0.017 0.233
4999295 0.017 0.608
4999361 0.017 0.233
4999562 0.017 0.608
4999639 0.017 0.000
4999833 0.017 0.983
5000012 0.017 0.358
5000465 0.017 0.000
5000475 0.017 0.608
5000511 0.017 0.000
5000707 0.017 0.000
5000907 0.017 0.000
5001014 0.017 0.000
5001026 0.017 0.000
5001446 0.017 0.108
5001558 0.017 0.483
5001989 0.017 0.483
5002444 0.017 0.358
5002462 0.017 0.233
5002690 0.017 0.108
5002916 0.017 0.000
5002997 0.017 0.358
5003279 0.017 0.108
5003404 0.017 0.108
5003617 0.017 0.358
5004275 0.017 0.108
5004334 0.017 0.108
5004804 0.017 0.233
5004869 0.017 0.733
5004930 0.017 0.000
5005468 0.017 0.233
5005494 0.017 0.358
5006134 0.017 0.358
5006389 0.017 0.358
5006420 0.017 0.000
5006790 0.017 0.733
5007039 0.017 0.000
5007247 0.017 0.483
5007833 0.017 0.000
5008056 0.017 0.233
5008399 0.017 0.233
5008542 0.017 0.000
5008606 0.017 0.483
5008813 0.017 0.608
5009133 0.017 0.108
5009881 0.017 0.000
5012676 0.017 0.233
5013503 0.017 0.608
5013655 0.017 0.358
5014013 0.017 0.000
5014548 0.017 0.483
5015635 0.017 0.483
5017403 0.017 0.483
5018674 0.017 0.483
5019242 0.017 0.233
6938244 0.017 0.000
7540463 0.017 0.733
7594032 0.017 0.608
7626167 0.017 0.733
7641976 0.017 0.483
7706721 0.017 0.000
COUNT: 430
WAC: 6.729091922
WAM: 359.4065854
WALTV: 76.67508114
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Other Servicers]
<TABLE>
NASCOR
NMI/1999-17 Exhibit F-2 (Part A)
30 YEAR FIXED RATE RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv)
- -------- ----------------------------------------- -------- --------
MORTGAGE MORTGAGE
LOAN ZIP PROPERTY INTEREST
NUMBER CITY STATE CODE TYPE RATE
- -------- --------------------- ----- ----- -------- --------
<S> <C> <C> <C> <C> <C>
4934533 COPPEL TX 75019 SFD 6.625
4948832 RALEIGH NC 27615 SFD 6.375
4956534 LA JOLLA CA 92037 SFD 6.500
4964742 WEST HARTFORD CT 06117 SFD 6.750
4995902 ARCADIA CA 91006 SFD 7.125
4995917 NORTH STONINGTON CT 06359 SFD 6.625
4995923 IRVINE CA 92620 SFD 6.750
4995936 MARIETTA GA 30067 SFD 6.250
4996025 AIKEN SC 29803 SFD 6.875
4997118 CORAL SPRINGS FL 33071 SFD 6.875
4998954 GLEN MILLS PA 19342 SFD 7.125
4998965 CHARLOTTE NC 28216 SFD 6.750
4998969 WINDERMERE FL 34786 SFD 6.750
4998981 HOPEWELL TOWNSHIP NJ 08534 SFD 6.375
4998996 MAPLE GROVE MN 55311 SFD 7.000
4999000 NEWTON CT 06470 SFD 6.875
4999006 MATTHEWS NC 28105 SFD 6.250
4999033 ROANOKE VA 24018 SFD 6.500
4999081 CORNELIUS NC 28031 SFD 6.750
4999125 CLERMONT FL 34711 SFD 7.000
4999150 WARRENTON VA 20187 SFD 7.000
4999151 TOWN OF WESTFIELD NJ 07090 SFD 6.625
4999195 FLORENCE SC 29501 SFD 7.000
4999324 ORINDA CA 94563 SFD 6.875
4999339 CLINTON TN 37716 SFD 6.625
4999353 SPRING TX 77379 SFD 7.000
4999360 ISSAQUAH WA 98029 SFD 6.250
4999373 MARIETTA GA 30066 SFD 6.750
4999374 MARLBOROUGH MA 01752 SFD 6.750
4999484 CHARLOTTE NC 28216 SFD 7.125
4999550 MOUNT OLIVE NJ 07828 SFD 6.625
4999644 RICHMOND VA 23226 SFD 6.500
4999658 BERKELEY CA 94710 SFD 7.000
4999670 CHARLOTTE NC 28216 SFD 7.000
4999888 HOUSTON TX 77041 SFD 6.500
5011782 WEST NEWBURY MA 01985 SFD 6.875
5011835 STAMFORD CT 06902 SFD 6.500
5011843 HOPKINGTON MA 01748 SFD 7.000
5011848 INDIANAPOLIS IN 46236 SFD 6.875
5011861 SPARTA NJ 07871 SFD 6.500
5011883 WESTON FL 33327 SFD 6.625
5011907 OVERLAND PARK KS 66213 SFD 7.000
5011908 KANSAS CITY MO 64157 SFD 6.750
5011959 HENDEROSN NV 89014 SFD 7.250
5011966 NAPERVILLE IL 60565 SFD 7.000
5011978 PINCKNEY MI 48169 SFD 6.875
5011984 FRISCO TX 75034 SFD 6.875
5012015 OLD TAPPAN NJ 07675 SFD 6.500
5012024 WINCHESTER MA 01890 SFD 6.375
5012029 BELLEMEAD NJ 08502 SFD 6.250
5012030 WESTPORT CT 06880 SFD 6.750
5012038 SCOTCH PLAINS NJ 07076 SFD 7.125
5012043 MARIETTA GA 30062 SFD 6.250
5012045 SAN RAMON CA 94583 SFD 6.500
5012051 PARKVILLE MO 64152 SFD 6.750
5012053 STAMFORD CT 06903 SFD 7.250
5012058 SEATTLE WA 98116 SFD 7.500
5012062 BOCA RATON FL 33498 SFD 6.625
5012070 ST SIMONS ISLAND GA 31522 SFD 6.750
5012092 EDISON NJ 08820 SFD 6.500
5012106 INDEPENDENCE MI 48348 SFD 6.875
5012113 RANCHO SANTA MARGARIT CA 92688 SFD 6.750
5012116 HINSDALE IL 60521 SFD 6.250
5012118 VANCOUVER WA 98665 SFD 6.375
5012121 HIGHLAND PARK NJ 08904 SFD 7.250
5012135 CAMPBELL CA 95008 SFD 6.625
5012138 HOUSTON TX 77006 SFD 6.750
5012145 ALPHARETTA GA 30022 SFD 6.375
5012157 RANDOLPH NJ 07869 SFD 6.750
5012162 TAMPA FL 33629 SFD 6.250
5012177 PLEASANTON CA 94588 SFD 6.750
5012196 BLACKSBURG VA 24060 SFD 6.750
5012202 ALPHARETTA GA 30022 SFD 7.000
5012268 ATLANTA GA 30350 SFD 6.875
5012274 KENNETT SQUARE PA 19348 SFD 6.500
5012276 GOLDEN CO 80401 SFD 6.875
5012277 ARNOLD MD 21012 SFD 6.875
5012288 WOODBURY CT 06798 SFD 6.625
5012291 PONTE VEDRA BEACH FL 32082 SFD 6.500
5012304 WARREN NJ 07059 SFD 6.875
5012306 ANAHEIM CA 92808 SFD 7.125
5012313 MILFORD CT 06460 SFD 6.625
5012314 THOUSAND OAKS CA 91320 SFD 6.875
5012356 OAKLAND CA 94618 SFD 6.750
5012357 NOBLESVILLE IN 46060 SFD 6.125
5012359 CARMEL IN 46032 SFD 6.375
5012377 LITTLETON CO 80127 SFD 6.625
5012383 VERNON HILLS IL 60061 SFD 7.000
5012394 HOUSTON TX 77401 SFD 6.625
5012399 HOUSTON TX 77056 PUD 6.625
5012402 LIBERTYVILLE IL 60048 SFD 6.750
5012405 ARCADIA CA 91007 SFD 6.500
5012407 WESTMINSTER CO 80030 SFD 6.500
5012415 POMONA NY 10970 SFD 6.625
5012419 CHESTER NJ 07931 SFD 6.875
5012455 TEWKSBURY NJ 07830 SFD 6.625
5012493 DOYLESTOWN PA 18901 SFD 6.500
5012543 NEWHALL CA 91321 SFD 6.625
5012589 GLEN ROCK NJ 07452 SFD 6.750
5012599 DES MOINES WA 98198 SFD 6.625
5012680 LAGRANGEVILLE NY 12540 SFD 7.000
5012685 SCOTTSDALE AZ 85260 SFD 6.500
5012702 MORGAN HILL CA 95037 SFD 6.250
5012710 UPPER SADDLE RIVER NJ 07458 SFD 6.625
5012721 SCOTTSDALE AZ 85259 SFD 6.875
5012727 CHANTILLY VA 20151 SFD 6.500
5012748 AURORA IL 60504 SFD 6.375
5012752 PARK CITY UT 84098 SFD 6.875
5012757 GURNEE IL 60031 SFD 6.750
5012764 EUGENE OR 97401 SFD 6.375
5012780 RICHMOND VA 23233 SFD 6.250
5012790 COTO DE CAZA CA 92679 SFD 6.375
5012795 NEW HOPE PA 18938 SFD 6.750
5012803 HARRISON NY 10604 SFD 6.750
5012823 CLAYTON CA 94517 SFD 6.875
5012826 DOVE CANYON CA 92679 SFD 6.375
5012839 ANN ARBOR MI 48104 SFD 6.625
5012849 AMBLER PA 19002 SFD 6.375
5012863 NEEDHAM MA 02492 SFD 6.625
5012865 OAKLAND CA 94611 SFD 6.625
5012873 MAPLE GLEN PA 19002 SFD 6.250
5012917 CLINTON TOWNSHIP NJ 08801 SFD 6.500
5012927 SHELTON CT 06484 SFD 6.625
5012929 OLD GREENWICH CT 06870 LCO 6.875
5012934 LONG BEACH CA 90807 SFD 6.750
5012937 OAKLAND CA 94619 SFD 6.875
5012940 RALEIGH NC 27615 SFD 6.500
5012946 KINGSVILLE MD 21087 SFD 6.500
5012952 PRINCETON TOWNSHIP NJ 08540 SFD 6.750
5012955 NEWARK DE 19711 SFD 7.000
5013034 LEAWOOD KS 66224 SFD 6.875
5013036 OAKLAND NJ 07436 SFD 6.625
5013038 AURORA CO 80015 SFD 7.000
5013039 DURHAM NC 27707 PUD 6.625
5013043 CLIFTON VA 20124 SFD 7.000
5013044 WHITEHOUSE STATION NJ 08889 SFD 6.750
5013047 WESTPORT CT 06880 SFD 6.500
5013049 DRAPER UT 84020 SFD 6.625
5013050 TAMPA FL 33647 SFD 7.000
5013058 PRINCETON TOWNSHIP NJ 08540 SFD 6.625
5013082 LAKELAND FL 33809 SFD 6.625
5013087 MARIETTA GA 30068 SFD 7.375
5013090 BERKELEY HEIGHTS NJ 07922 SFD 6.750
5013095 COLLIERVILLE TN 38017 SFD 7.250
5013097 LAWRENCEVILLE NJ 08648 SFD 7.250
5013101 TACOMA WA 98407 SFD 6.625
5013106 CHESTER TOWNSHIP NJ 07930 SFD 6.250
5013110 CLAYTON CA 94517 SFD 6.875
5013116 LOS GATOS CA 95125 PUD 6.875
5013128 CANTON MI 48188 SFD 7.875
5013140 LA GRANGE KY 40031 SFD 7.375
5013141 NEWTOWN CT 06470 SFD 6.375
5013160 BLUE BELL PA 19422 SFD 6.625
5013171 NEW HAVEN CT 06515 SFD 6.125
5013183 CONGERS NY 10920 SFD 6.625
5013186 POWHATAN VA 23139 SFD 6.625
5013191 STAMFORD CT 06906 LCO 6.750
5013205 DALLAS TX 75230 SFD 7.000
5013208 RENTON WA 98056 SFD 7.000
5013210 PLANO TX 75093 SFD 6.875
5013213 DANA POINT CA 92629 SFD 6.125
5013216 SAN JUAN CAPISTRANO CA 92675 SFD 7.000
5013222 CORNWALL NY 12518 SFD 6.625
5013226 PALM BEACH GARDENS FL 33418 SFD 6.750
5013230 MADISON NJ 07940 SFD 6.375
5013235 LIVINGSTON NJ 07039 SFD 6.250
5013237 WEST CHESTER PA 19382 SFD 6.750
5013239 BRIGHTON TOWNSHIP MI 48114 SFD 6.500
5013250 SAN JOSE CA 95138 SFD 6.875
5013267 GRAYSLAKE IL 60030 SFD 7.000
5013271 MISSION VIEJO CA 92692 SFD 6.625
5013293 SOUTHBURY CT 06488 SFD 6.500
5013302 CUMMING GA 30040 SFD 7.250
5013304 WESTBOROUGH MA 01581 SFD 7.375
5013309 ORLANDO FL 32835 SFD 6.375
5013319 SCOTTSDALE AZ 85259 SFD 7.125
5013321 NEW CASTLE NY 10514 SFD 6.750
5013327 WESTBOROUGH MA 01581 SFD 7.000
5013333 TRUMBULL CT 06611 SFD 6.125
5013349 SOUTH SALEM NY 10590 SFD 6.625
5013351 MARIETTA GA 30066 SFD 6.875
5013361 BIRMINGHAM AL 35242 SFD 6.500
5013365 MYERSVILLE MD 21773 SFD 6.750
5013368 HOUSTON TX 77005 SFD 7.000
5013376 SOMERS NY 10589 SFD 6.500
5013379 SUMMIT NJ 07901 SFD 7.250
5013382 TAMPA FL 33647 SFD 6.625
5013393 CANYON CA 92679 SFD 6.750
5013398 SAN JUAN CAPISTRANO CA 92675 SFD 6.625
5013422 NEW CANAAN CT 06840 SFD 6.875
5013432 FORT COLLINS CO 80526 SFD 6.500
5013452 THOUSAND OAKS CA 91361 SFD 7.250
5013466 WINDHAM NH 03087 SFD 6.375
5013478 HOUSTON TX 77024 SFD 6.625
5013582 WILDWOOD MO 63038 SFD 6.875
5013603 NEW YORK NY 10017 HCO 6.875
5013708 CLARKSTON MI 48348 SFD 7.000
5013721 LARCHMONT NY 10538 SFD 6.500
5014045 INDEPENDENCE NJ 07882 SFD 6.500
5014094 PLANO TX 75025 SFD 6.625
5014108 AUSTIN TX 78733 SFD 7.375
5014132 MERCER ISLAND WA 98040 SFD 7.375
5014148 MORRISTOWNSHIP NJ 07960 SFD 7.000
5014152 CASTRO VALLEY CA 94552 SFD 7.000
5014156 BATON ROUGE LA 70810 SFD 7.250
5014163 STAFFORD VA 22554 SFD 7.250
5014166 IJAMSVILLE MD 21754 SFD 6.625
5014174 HERNDON VA 20171 SFD 6.750
5014178 BELLE MEAD NJ 08502 SFD 6.625
5014201 BERNARDS NJ 07920 SFD 6.375
5020344 NEW PROVIDENCE NJ 07974 SFD 7.000
5023124 ANN ARBOR MI 48103 SFD 6.750
<PAGE>
NASCOR
NMI/1999-17 Exhibit F-2 (Part A)
30 YEAR FIXED RATE RELOCATION LOANS
(Continuation)
<CAPTION>
(i) (v) (vi) (vii) (viii) (ix) (x)
- -------- -------- --------- -------- --------- ------------- -----
NET CUT-OFF
MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER RATE PAYMENT MATURITY DATE BALANCE LTV
- -------- -------- --------- -------- --------- ------------- -----
<S> <C> <C> <C> <C> <C> <C>
4934533 6.250 $2,188.27 360 1-Dec-28 340,225.63 79.99
4948832 6.108 $2,494.50 360 1-Mar-29 399,099.35 74.74
4956534 6.233 $6,320.68 360 1-Dec-28 995,430.70 42.39
4964742 6.250 $1,653.93 360 1-Apr-29 254,780.45 62.96
4995902 6.250 $1,872.94 360 1-Feb-29 277,329.10 84.76
4995917 6.250 $1,613.58 360 1-Jan-29 251,103.29 80.00
4995923 6.250 $1,701.60 360 1-Feb-29 261,668.54 90.05
4995936 5.983 $2,413.61 360 1-Jan-29 390,500.56 80.00
4996025 6.250 $1,622.61 360 1-Feb-29 246,354.13 71.18
4997118 6.250 $2,281.52 360 1-Apr-29 347,008.22 90.00
4998954 6.250 $1,926.83 360 1-Jan-29 284,267.26 80.00
4998965 6.250 $3,178.13 360 1-Jan-29 488,298.19 69.93
4998969 6.250 $2,218.21 360 1-Jan-29 340,812.18 80.00
4998981 6.108 $4,055.15 360 1-Feb-29 648,184.32 75.67
4998996 6.250 $1,596.73 360 1-Jan-29 239,206.17 83.33
4999000 6.250 $1,778.96 360 1-Feb-29 270,113.58 80.00
4999006 5.983 $1,785.58 360 1-Jan-29 288,890.71 94.98
4999033 6.233 $2,528.27 360 1-Jan-29 398,414.01 73.40
4999081 6.250 $1,945.79 360 1-Mar-29 299,481.97 55.40
4999125 6.250 $2,661.22 360 1-Mar-29 399,343.33 80.00
4999150 6.250 $2,315.25 360 1-Jan-29 346,848.98 80.00
4999151 6.250 $1,920.94 360 1-Mar-29 299,469.16 68.97
4999195 6.250 $1,785.34 360 1-Mar-29 267,908.78 94.99
4999324 6.250 $2,627.72 360 1-Jan-29 398,644.20 68.38
4999339 6.250 $3,252.78 360 1-Jan-29 505,270.54 80.00
4999353 6.250 $1,731.78 360 1-Jan-29 259,439.05 94.65
4999360 5.983 $1,497.42 360 1-Nov-28 241,797.32 95.00
4999373 6.250 $1,558.91 360 1-Jan-29 239,515.22 95.00
4999374 6.250 $1,686.36 360 1-Feb-29 258,719.56 87.75
4999484 6.250 $1,913.36 360 1-Jan-29 283,083.44 80.00
4999550 6.250 $1,775.58 360 1-Feb-29 276,561.99 94.97
4999644 6.233 $3,160.34 360 1-Mar-29 499,093.54 77.52
4999658 6.250 $1,634.78 360 1-Jan-29 244,907.27 80.00
4999670 6.250 $3,278.61 360 1-Feb-29 491,581.09 80.00
4999888 6.233 $1,738.95 360 1-Jan-29 274,117.02 80.00
5011782 6.250 $1,839.41 360 1-Oct-28 278,324.72 73.68
5011835 6.233 $1,580.18 360 1-Aug-28 246,698.29 63.94
5011843 6.250 $3,339.82 360 1-Aug-28 498,209.01 80.00
5011848 6.250 $2,234.88 360 1-Jan-29 339,046.86 90.00
5011861 6.233 $1,896.21 360 1-Dec-28 298,629.18 64.48
5011883 6.250 $2,202.67 360 1-Jan-29 342,774.57 80.00
5011907 6.250 $1,759.50 360 1-Feb-29 263,407.33 80.00
5011908 6.250 $1,587.77 360 1-Aug-28 242,859.82 90.00
5011959 6.250 $1,719.09 360 1-Jun-28 248,704.48 80.00
5011966 6.250 $1,839.57 360 1-Aug-28 274,411.87 69.74
5011978 6.250 $1,642.33 360 1-Aug-28 248,065.76 89.19
5011984 6.250 $2,001.01 360 1-Jan-29 303,567.55 79.99
5012015 6.233 $3,792.41 360 1-Oct-28 596,140.87 67.49
5012024 6.108 $1,821.71 360 1-Dec-28 290,417.83 80.00
5012029 5.983 $1,834.22 360 1-Dec-28 296,471.91 79.98
5012030 6.250 $1,718.79 360 1-Dec-28 246,557.78 76.81
5012038 6.250 $1,978.04 360 1-Mar-29 293,129.03 80.00
5012043 5.983 $2,156.25 360 1-Dec-28 348,226.32 85.00
5012045 6.233 $2,376.26 360 1-Sep-28 373,178.93 80.00
5012051 6.250 $1,725.28 360 1-Mar-29 265,540.65 79.44
5012053 6.250 $2,646.17 360 1-Dec-28 386,368.55 90.00
5012058 6.250 $1,817.96 360 1-Sep-28 257,539.22 72.22
5012062 6.250 $1,560.76 360 1-Dec-28 242,662.77 75.00
5012070 6.250 $1,621.50 360 1-Jul-28 247,488.81 89.29
5012092 6.233 $1,875.98 360 1-Oct-28 294,891.01 80.00
5012106 6.250 $2,039.77 360 1-Jan-29 308,991.72 90.00
5012113 6.250 $1,911.09 360 1-Sep-28 292,032.03 72.81
5012116 5.983 $2,678.37 360 1-Jul-28 430,774.46 50.58
5012118 6.108 $1,856.02 360 1-Dec-28 295,296.84 85.00
5012121 6.250 $1,676.11 360 1-Sep-28 244,132.91 90.00
5012135 6.250 $1,920.94 360 1-Dec-28 298,661.86 44.12
5012138 6.250 $2,539.27 360 1-Nov-28 389,448.85 90.00
5012145 6.108 $1,746.84 360 1-Nov-28 278,423.14 74.67
5012157 6.250 $2,075.52 360 1-Nov-28 318,323.45 74.42
5012162 5.983 $2,863.09 360 1-Nov-28 462,317.18 78.41
5012177 6.250 $2,138.60 360 1-Aug-28 327,111.68 65.98
5012196 6.250 $2,015.20 360 1-Sep-28 308,517.29 79.99
5012202 6.250 $2,950.62 360 1-Aug-28 440,150.78 79.98
5012268 6.250 $3,941.58 360 1-Jun-28 594,293.51 73.44
5012274 6.233 $1,624.42 360 1-Nov-28 255,586.96 72.08
5012276 6.250 $2,743.34 360 1-Jun-28 413,628.29 80.00
5012277 6.250 $1,699.15 360 1-Oct-28 257,102.49 79.99
5012288 6.250 $1,587.98 360 1-Jul-28 237,341.20 80.00
5012291 6.233 $2,243.85 360 1-Oct-28 352,716.39 76.34
5012304 6.250 $2,299.26 360 1-Aug-28 347,292.07 35.71
5012306 6.250 $2,243.49 360 1-Oct-28 331,100.80 52.61
5012313 6.250 $2,445.99 360 1-Jul-28 376,431.23 80.00
5012314 6.250 $1,629.19 360 1-Oct-28 246,516.20 80.00
5012356 6.250 $2,210.43 360 1-Nov-28 339,014.47 80.00
5012357 5.858 $1,579.79 360 1-Sep-28 255,566.02 52.30
5012359 6.108 $3,119.35 360 1-Aug-28 495,742.43 77.04
5012377 6.250 $1,767.26 360 1-Jul-28 273,503.49 80.00
5012383 6.250 $2,418.76 360 1-Dec-28 362,049.45 90.00
5012394 6.250 $1,815.93 360 1-Jan-29 282,590.80 80.00
5012399 6.250 $2,027.87 360 1-Oct-28 314,711.35 79.99
5012402 6.250 $1,819.32 360 1-Dec-28 279,278.79 85.00
5012405 6.233 $2,465.07 360 1-Jan-29 388,578.22 72.22
5012407 6.233 $1,845.64 360 1-Nov-28 290,394.56 80.00
5012415 6.250 $1,718.60 360 1-Jan-29 266,570.58 79.41
5012419 6.250 $2,332.10 360 1-Oct-28 352,876.05 63.83
5012455 6.250 $2,241.09 360 1-Nov-28 348,121.45 63.64
5012493 6.233 $1,943.61 360 1-Feb-29 306,661.53 75.46
5012543 6.250 $1,987.53 360 1-Aug-28 307,880.09 80.00
5012589 6.250 $1,816.08 360 1-Dec-28 278,779.10 80.00
5012599 6.250 $1,696.83 360 1-Sep-28 263,092.98 63.10
5012680 6.250 $2,154.92 360 1-Feb-29 323,098.84 90.00
5012685 6.233 $1,531.19 360 1-Dec-28 240,482.68 85.00
5012702 5.983 $2,152.55 360 1-Mar-29 348,934.84 80.00
5012710 6.250 $2,401.17 360 1-Sep-28 372,301.43 68.18
5012721 6.250 $1,921.85 360 1-Jan-29 291,558.39 79.99
5012727 6.233 $1,883.25 360 1-Sep-28 295,753.88 80.00
5012748 6.108 $1,746.84 360 1-Mar-29 279,479.94 80.00
5012752 6.250 $2,305.83 360 1-Mar-29 350,408.53 83.57
5012757 6.250 $1,725.28 360 1-Nov-28 264,606.35 79.87
5012764 6.108 $1,746.84 360 1-Mar-29 279,479.94 80.00
5012780 5.983 $2,288.01 360 1-Mar-29 370,892.98 80.00
5012790 6.108 $3,524.87 360 1-Mar-29 563,950.60 73.86
5012795 6.250 $2,270.09 360 1-Feb-29 349,090.88 79.78
5012803 6.250 $3,729.44 360 1-Oct-28 571,475.51 74.19
5012823 6.250 $2,003.64 360 1-Dec-28 303,704.02 65.59
5012826 6.108 $2,144.87 360 1-Mar-29 343,161.45 90.00
5012839 6.250 $1,760.86 360 1-Mar-29 274,513.40 64.71
5012849 6.108 $2,295.85 360 1-Mar-29 366,799.37 80.00
5012863 6.250 $2,868.60 360 1-Dec-28 446,001.72 80.00
5012865 6.250 $2,305.12 360 1-Feb-29 359,041.87 80.00
5012873 5.983 $1,693.23 360 1-Mar-29 274,476.76 74.32
5012917 6.233 $1,580.18 360 1-Sep-28 246,725.44 58.14
5012927 6.250 $1,649.45 360 1-Feb-29 256,914.38 80.00
5012929 6.250 $1,655.47 360 1-Oct-28 250,492.26 80.00
5012934 6.250 $2,101.46 360 1-Jan-29 322,874.71 80.00
5012937 6.250 $2,496.33 360 1-Sep-28 377,394.20 80.00
5012940 6.233 $2,123.75 360 1-Jan-29 334,725.04 78.32
5012946 6.233 $1,896.21 360 1-Feb-29 298,774.85 78.95
5012952 6.250 $2,347.93 360 1-Aug-28 357,972.19 62.96
5012955 6.250 $1,694.53 360 1-Sep-28 252,995.27 90.00
5013034 6.250 $2,185.73 360 1-Nov-28 331,018.68 80.00
5013036 6.250 $1,714.76 360 1-Apr-28 259,782.10 74.99
5013038 6.250 $3,832.15 360 1-Jun-28 570,652.20 80.00
5013039 6.250 $1,551.71 360 1-Sep-28 240,592.10 85.93
5013043 6.250 $1,829.59 360 1-Apr-28 271,546.87 49.64
5013044 6.250 $1,815.43 360 1-Aug-28 277,681.62 79.99
5013047 6.233 $2,082.67 360 1-Nov-28 327,688.36 89.17
5013049 6.250 $1,728.84 360 1-Sep-28 267,425.33 67.52
5013050 6.250 $2,633.94 360 1-Jan-28 387,036.23 90.00
5013058 6.250 $2,561.25 360 1-Oct-28 397,488.28 45.18
5013082 6.250 $1,626.39 360 1-Oct-28 252,405.09 89.44
5013087 6.250 $1,747.41 360 1-Jan-29 252,222.23 84.62
5013090 6.250 $2,334.31 360 1-Dec-28 358,332.16 80.00
5013095 6.250 $1,688.39 360 1-Jan-29 246,720.64 79.71
5013097 6.250 $2,455.83 360 1-Sep-28 357,705.31 80.00
5013101 6.250 $2,535.64 360 1-Jan-29 394,590.82 80.00
5013106 5.983 $1,785.58 360 1-Jan-29 288,342.31 49.15
5013110 6.250 $2,070.64 360 1-Dec-28 313,860.71 80.00
5013116 6.250 $2,154.73 360 1-Jan-29 326,888.20 80.00
5013128 6.250 $1,747.42 360 1-Dec-28 240,159.72 89.79
5013140 6.250 $1,830.29 360 1-Jan-29 264,186.01 87.75
5013141 6.108 $1,559.68 360 1-Dec-28 248,829.86 55.57
5013160 6.250 $2,207.15 360 1-Nov-28 342,849.93 80.00
5013171 5.858 $1,744.45 360 1-Nov-28 285,404.23 87.26
5013183 6.250 $1,728.84 360 1-Nov-28 268,550.85 74.34
5013186 6.250 $1,829.69 360 1-Oct-28 283,955.72 90.00
5013191 6.250 $1,848.51 360 1-Dec-28 283,759.20 74.24
5013205 6.250 $1,836.24 360 1-Oct-28 274,388.33 80.00
5013208 6.250 $1,709.83 360 1-Jul-28 254,837.21 79.81
5013210 6.250 $2,282.18 360 1-Oct-28 345,212.38 80.00
5013213 5.858 $2,376.98 360 1-Dec-28 389,135.28 80.00
5013216 6.250 $2,403.74 360 1-Jun-28 356,681.21 80.00
5013222 6.250 $1,786.47 360 1-Oct-28 277,248.09 94.26
5013226 6.250 $2,231.18 360 1-Oct-28 341,891.42 80.00
5013230 6.108 $2,213.50 360 1-Nov-28 352,801.88 80.00
5013235 5.983 $2,610.65 360 1-Jan-29 422,378.11 80.00
5013237 6.250 $1,809.59 360 1-Oct-28 277,289.86 90.00
5013239 6.233 $1,668.66 360 1-Oct-28 262,301.66 80.00
5013250 6.250 $2,394.51 360 1-Oct-28 359,867.57 50.00
5013267 6.250 $1,861.19 360 1-Sep-28 277,877.60 89.99
5013271 6.250 $1,920.94 360 1-Oct-28 298,116.20 80.00
5013293 6.233 $2,085.83 360 1-Jul-28 325,414.39 68.89
5013302 6.250 $3,698.08 360 1-Oct-28 539,085.55 79.90
5013304 6.250 $2,641.84 360 1-Sep-28 379,017.54 90.00
5013309 6.108 $1,640.78 360 1-Oct-28 261,267.43 79.72
5013319 6.250 $1,845.99 360 1-Aug-28 271,980.47 78.85
5013321 6.250 $2,724.12 360 1-Aug-28 416,670.26 80.00
5013327 6.250 $2,328.56 360 1-Sep-28 347,439.35 63.97
5013333 5.858 $2,381.84 360 1-Nov-28 389,684.58 79.80
5013349 6.250 $2,095.10 360 1-Sep-28 323,828.72 80.00
5013351 6.250 $1,634.12 360 1-Oct-28 247,261.68 67.45
5013361 6.233 $1,718.60 360 1-Jul-28 269,380.43 79.99
5013365 6.250 $1,634.47 360 1-Aug-28 250,002.75 90.00
5013368 6.250 $2,311.60 360 1-Jul-28 344,526.00 84.99
5013376 6.233 $3,014.34 360 1-Nov-28 474,277.92 79.99
5013379 6.250 $4,093.06 360 1-Sep-28 596,163.94 72.73
5013382 6.250 $2,081.02 360 1-Sep-28 322,661.20 61.90
5013393 6.250 $2,749.74 360 1-Sep-28 420,971.69 80.00
5013398 6.250 $2,081.02 360 1-Oct-28 322,959.22 73.06
5013422 6.250 $3,916.94 360 1-Oct-28 592,682.70 75.00
5013432 6.233 $1,927.81 360 1-Aug-28 302,464.01 79.22
5013452 6.250 $3,301.74 360 1-Aug-28 480,518.56 80.00
5013466 6.108 $1,780.53 360 1-Sep-28 282,533.83 85.59
5013478 6.250 $1,920.94 360 1-Oct-28 298,116.20 80.00
5013582 6.250 $1,652.18 360 1-Aug-28 249,554.17 84.82
5013603 6.250 $3,126.99 360 1-Oct-28 473,152.08 80.00
5013708 6.250 $2,082.40 360 1-Sep-28 310,902.63 75.79
5013721 6.233 $1,580.18 360 1-Oct-28 248,391.96 63.29
5014045 6.233 $1,823.52 360 1-Oct-28 286,363.41 90.00
5014094 6.250 $1,773.66 360 1-Feb-29 276,262.76 87.38
5014108 6.250 $1,690.77 360 1-Jan-29 244,048.02 80.00
5014132 6.250 $3,798.71 360 1-Dec-28 547,881.61 73.43
5014148 6.250 $1,902.77 360 1-Jun-28 283,344.66 79.89
5014152 6.250 $1,763.72 360 1-Dec-28 263,852.59 74.99
5014156 6.250 $1,994.68 360 1-Nov-28 291,010.58 90.00
5014163 6.250 $1,713.63 360 1-Dec-28 250,207.56 80.00
5014166 6.250 $1,728.20 360 1-Oct-28 268,077.36 85.00
5014174 6.250 $1,712.30 360 1-Dec-28 262,850.64 80.00
5014178 6.250 $1,587.97 360 1-Jan-29 246,820.35 79.99
5014201 6.108 $2,133.64 360 1-Sep-28 339,418.26 90.00
5020344 6.250 $1,676.57 360 1-Jan-29 250,286.39 90.00
5023124 6.250 $2,010.66 360 1-Jan-29 307,915.97 77.42
-------------
69,899,417.36
<PAGE>
NASCOR
NMI/1999-17 Exhibit F-2 (Part A)
30 YEAR FIXED RATE RELOCATION LOANS
(Continuation)
<CAPTION>
(i) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- -------- ------- --------- ------- -------- ------- --------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ------- --------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
4934533 0.250 0.017 0.108
4948832 0.250 0.017 0.000
4956534 0.250 0.017 0.000
4964742 0.250 0.017 0.233
4995902 11 0.250 0.017 0.608
4995917 0.250 0.017 0.108
4995923 11 0.250 0.017 0.233
4995936 0.250 0.017 0.000
4996025 0.250 0.017 0.358
4997118 0.250 0.017 0.358
4998954 0.250 0.017 0.608
4998965 0.250 0.017 0.233
4998969 0.250 0.017 0.233
4998981 0.250 0.017 0.000
4998996 12 0.250 0.017 0.483
4999000 0.250 0.017 0.358
4999006 11 0.250 0.017 0.000
4999033 0.250 0.017 0.000
4999081 0.250 0.017 0.233
4999125 0.250 0.017 0.483
4999150 0.250 0.017 0.483
4999151 0.250 0.017 0.108
4999195 06 0.250 0.017 0.483
4999324 0.250 0.017 0.358
4999339 0.250 0.017 0.108
4999353 11 0.250 0.017 0.483
4999360 06 0.250 0.017 0.000
4999373 12 0.250 0.017 0.233
4999374 11 0.250 0.017 0.233
4999484 0.250 0.017 0.608
4999550 11 0.250 0.017 0.108
4999644 0.250 0.017 0.000
4999658 0.250 0.017 0.483
4999670 0.250 0.017 0.483
4999888 0.250 0.017 0.000
5011782 0.608 0.017 0.000
5011835 0.250 0.017 0.000
5011843 0.733 0.017 0.000
5011848 11 0.608 0.017 0.000
5011861 0.250 0.017 0.000
5011883 0.358 0.017 0.000
5011907 0.733 0.017 0.000
5011908 12 0.483 0.017 0.000
5011959 0.983 0.017 0.000
5011966 0.733 0.017 0.000
5011978 11 0.608 0.017 0.000
5011984 0.608 0.017 0.000
5012015 0.250 0.017 0.000
5012024 0.250 0.017 0.000
5012029 0.250 0.017 0.000
5012030 0.483 0.017 0.000
5012038 0.858 0.017 0.000
5012043 01 0.250 0.017 0.000
5012045 0.250 0.017 0.000
5012051 0.483 0.017 0.000
5012053 11 0.983 0.017 0.000
5012058 1.233 0.017 0.000
5012062 0.358 0.017 0.000
5012070 11 0.483 0.017 0.000
5012092 0.250 0.017 0.000
5012106 11 0.608 0.017 0.000
5012113 0.483 0.017 0.000
5012116 0.250 0.017 0.000
5012118 11 0.250 0.017 0.000
5012121 01 0.983 0.017 0.000
5012135 0.358 0.017 0.000
5012138 01 0.483 0.017 0.000
5012145 0.250 0.017 0.000
5012157 0.483 0.017 0.000
5012162 0.250 0.017 0.000
5012177 0.483 0.017 0.000
5012196 0.483 0.017 0.000
5012202 0.733 0.017 0.000
5012268 0.608 0.017 0.000
5012274 0.250 0.017 0.000
5012276 0.608 0.017 0.000
5012277 0.608 0.017 0.000
5012288 0.358 0.017 0.000
5012291 0.250 0.017 0.000
5012304 0.608 0.017 0.000
5012306 0.858 0.017 0.000
5012313 0.358 0.017 0.000
5012314 0.608 0.017 0.000
5012356 0.483 0.017 0.000
5012357 0.250 0.017 0.000
5012359 0.250 0.017 0.000
5012377 0.358 0.017 0.000
5012383 01 0.733 0.017 0.000
5012394 0.358 0.017 0.000
5012399 0.358 0.017 0.000
5012402 01 0.483 0.017 0.000
5012405 0.250 0.017 0.000
5012407 0.250 0.017 0.000
5012415 0.358 0.017 0.000
5012419 0.608 0.017 0.000
5012455 0.358 0.017 0.000
5012493 0.250 0.017 0.000
5012543 0.358 0.017 0.000
5012589 0.483 0.017 0.000
5012599 0.358 0.017 0.000
5012680 11 0.733 0.017 0.000
5012685 12 0.250 0.017 0.000
5012702 0.250 0.017 0.000
5012710 0.358 0.017 0.000
5012721 0.608 0.017 0.000
5012727 0.250 0.017 0.000
5012748 0.250 0.017 0.000
5012752 11 0.608 0.017 0.000
5012757 0.483 0.017 0.000
5012764 0.250 0.017 0.000
5012780 0.250 0.017 0.000
5012790 0.250 0.017 0.000
5012795 0.483 0.017 0.000
5012803 0.483 0.017 0.000
5012823 0.608 0.017 0.000
5012826 01 0.250 0.017 0.000
5012839 0.358 0.017 0.000
5012849 0.250 0.017 0.000
5012863 0.358 0.017 0.000
5012865 0.358 0.017 0.000
5012873 0.250 0.017 0.000
5012917 0.250 0.017 0.000
5012927 0.358 0.017 0.000
5012929 0.608 0.017 0.000
5012934 0.483 0.017 0.000
5012937 0.608 0.017 0.000
5012940 0.250 0.017 0.000
5012946 0.250 0.017 0.000
5012952 0.483 0.017 0.000
5012955 11 0.733 0.017 0.000
5013034 0.608 0.017 0.000
5013036 0.358 0.017 0.000
5013038 0.733 0.017 0.000
5013039 0.358 0.017 0.000
5013043 0.733 0.017 0.000
5013044 0.483 0.017 0.000
5013047 12 0.250 0.017 0.000
5013049 0.358 0.017 0.000
5013050 11 0.733 0.017 0.000
5013058 0.358 0.017 0.000
5013082 0.358 0.017 0.000
5013087 33 1.108 0.017 0.000
5013090 0.483 0.017 0.000
5013095 0.983 0.017 0.000
5013097 0.983 0.017 0.000
5013101 0.358 0.017 0.000
5013106 0.250 0.017 0.000
5013110 0.608 0.017 0.000
5013116 0.608 0.017 0.000
5013128 33 1.608 0.017 0.000
5013140 01 1.108 0.017 0.000
5013141 0.250 0.017 0.000
5013160 0.358 0.017 0.000
5013171 12 0.250 0.017 0.000
5013183 0.358 0.017 0.000
5013186 01 0.358 0.017 0.000
5013191 0.483 0.017 0.000
5013205 0.733 0.017 0.000
5013208 0.733 0.017 0.000
5013210 0.608 0.017 0.000
5013213 0.250 0.017 0.000
5013216 0.733 0.017 0.000
5013222 12 0.358 0.017 0.000
5013226 0.483 0.017 0.000
5013230 0.250 0.017 0.000
5013235 0.250 0.017 0.000
5013237 01 0.483 0.017 0.000
5013239 0.250 0.017 0.000
5013250 0.608 0.017 0.000
5013267 11 0.733 0.017 0.000
5013271 0.358 0.017 0.000
5013293 0.250 0.017 0.000
5013302 0.983 0.017 0.000
5013304 11 1.108 0.017 0.000
5013309 0.250 0.017 0.000
5013319 0.858 0.017 0.000
5013321 0.483 0.017 0.000
5013327 0.733 0.017 0.000
5013333 0.250 0.017 0.000
5013349 0.358 0.017 0.000
5013351 0.608 0.017 0.000
5013361 0.250 0.017 0.000
5013365 11 0.483 0.017 0.000
5013368 12 0.733 0.017 0.000
5013376 0.250 0.017 0.000
5013379 0.983 0.017 0.000
5013382 0.358 0.017 0.000
5013393 0.483 0.017 0.000
5013398 0.358 0.017 0.000
5013422 0.608 0.017 0.000
5013432 0.250 0.017 0.000
5013452 0.983 0.017 0.000
5013466 12 0.250 0.017 0.000
5013478 0.358 0.017 0.000
5013582 12 0.608 0.017 0.000
5013603 0.608 0.017 0.000
5013708 0.733 0.017 0.000
5013721 0.250 0.017 0.000
5014045 12 0.250 0.017 0.000
5014094 01 0.358 0.017 0.000
5014108 1.108 0.017 0.000
5014132 1.108 0.017 0.000
5014148 0.733 0.017 0.000
5014152 0.733 0.017 0.000
5014156 01 0.983 0.017 0.000
5014163 0.983 0.017 0.000
5014166 01 0.358 0.017 0.000
5014174 0.483 0.017 0.000
5014178 0.358 0.017 0.000
5014201 0.250 0.017 0.000
5020344 11 0.733 0.017 0.000
5023124 0.483 0.017 0.000
<PAGE>
COUNT: 212
WAC: 6.728064338
WAM: 353.9970074
WALTV: 77.31230532
</TABLE>
<PAGE>
NASCOR
NMI/1999-17 Exhibit F-2 (Part B)
30 YEAR FIXED RATE RELOCATION LOANS
(i) (xvii) (xviii)
- -------- -------------------------- --------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- -------------------------- --------------------------
4934533 GMAC MORTGAGE CORP GMAC MORTGAGE CORP
4948832 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4956534 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4964742 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4995902 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4995917 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4995923 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4995936 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4996025 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4997118 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4998954 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4998965 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4998969 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4998981 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4998996 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999000 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999006 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999033 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999081 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999125 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999150 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999151 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999195 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999324 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999339 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999353 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999360 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999373 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999374 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999484 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999550 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999644 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999658 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999670 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999888 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5011782 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5011835 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5011843 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5011848 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5011861 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5011883 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5011907 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5011908 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5011959 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5011966 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5011978 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5011984 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012015 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012024 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012029 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012030 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012038 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012043 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012045 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012051 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012053 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012058 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012062 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012070 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012092 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012106 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012113 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012116 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012118 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012121 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012135 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012138 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012145 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012157 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012162 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012177 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012196 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012202 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012268 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012274 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012276 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012277 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012288 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012291 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012304 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012306 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012313 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012314 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012356 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012357 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012359 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012377 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012383 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012394 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012399 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012402 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012405 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012407 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012415 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012419 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012455 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012493 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012543 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012589 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012599 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012680 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012685 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012702 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012710 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012721 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012727 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012748 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012752 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012757 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012764 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012780 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012790 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012795 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012803 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012823 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012826 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012839 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012849 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012863 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012865 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012873 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012917 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012927 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012929 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012934 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012937 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012940 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012946 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012952 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5012955 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013034 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013036 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013038 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013039 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013043 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013044 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013047 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013049 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013050 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013058 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013082 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013087 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013090 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013095 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013097 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013101 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013106 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013110 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013116 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013128 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013140 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013141 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013160 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013171 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013183 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013186 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013191 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013205 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013208 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013210 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013213 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013216 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013222 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013226 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013230 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013235 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013237 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013239 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013250 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013267 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013271 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013293 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013302 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013304 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013309 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013319 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013321 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013327 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013333 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013349 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013351 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013361 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013365 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013368 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013376 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013379 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013382 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013393 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013398 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013422 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013432 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013452 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013466 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013478 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013582 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013603 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013708 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5013721 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5014045 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5014094 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5014108 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5014132 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5014148 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5014152 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5014156 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5014163 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5014166 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5014174 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5014178 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5014201 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5020344 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
5023124 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
COUNT: 212
WAC: 6.728064338
WAM: 353.9970074
WALTV: 77.31230532
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: ____________________
Servicer
Loan No.: ____________________
Custodian/Trust Administrator
Name: ____________________
Address: ____________________
____________________
Custodian/Trustee
Mortgage File No.: ____________________
Seller
Name: ____________________
Address: ____________________
____________________
Certificates: Mortgage Pass-Through Certificates,
Series 1999-17
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trust Administrator for the Holders
of Mortgage Pass-Through Certificates, Series 1999-17, 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 May 26, 1999 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
the United States Trust Company of New York, as Trustee.
( ) Promissory Note dated _______________, 199__, in the original principal sum
of $____________, made by ____________________, payable to, or endorsed to
the order of, the Trustee.
( ) Mortgage recorded on ____________________ as instrument no. __________ in
the County Recorder's Office of the County of _______________, State of
_______________ in book/reel/docket __________ of official records at
page/image __________.
( ) Deed of Trust recorded on ____________________ as instrument no. __________
in the County Recorder's Office of the County of _______________, State of
_______________ in book/reel/docket __________ of official records at
page/image __________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
____________________ as instrument no. __________ in the County Recorder's
Office of the County of _______________, State of _______________ in
book/reel/docket __________ of official records at page/image __________.
( ) Other documents, including any amendments, assignments or other assumptions
of the Mortgage Note or Mortgage.
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds thereof
have been remitted to the Certificate Account and except as expressly
provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust Administrator,
on behalf of the Trustee, and the Master Servicer shall keep the Documents
and any proceeds separate and distinct from all other property in the
Master Servicer's possession, custody or control.
<PAGE>
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By: ___________________________
Title: ___________________________
Date: _______________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO
SECTION 860E(e)(4) OF
THE INTERNAL REVENUE
CODE OF 1986, AS
AMENDED, AND FOR
NON-ERISA INVESTORS
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of _______________] [United States], on behalf of
which he makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is
[____________].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended
(the "Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-17, Class A-R Certificate (the "Class A-R
Certificate") for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from taxation under the Code unless such organization is subject
to the tax on unrelated business income imposed by Code Section 511. For these
purposes, an "ERISA Prohibited Holder" means an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on
behalf of or investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class A-R Certificate
as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class A-R Certificate in excess of cash flows generated by
the Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate to
any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other
than a U.S. Person (a "Non-U.S. Person") that holds the Class A-R Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Trust Administrator with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trust Administrator an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes. "U.S.
Person" means a citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to be treated
as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class A-R Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 3.01 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ____ day of ____________, 19__.
[Name of Purchaser]
By: ______________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this ____ day of ____________, 19__.
______________________________
NOTARY PUBLIC
COUNTY OF ____________________
STATE OF _____________________
My commission expires the ____ day of ____________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1999-17, Class A-R
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and
has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
___________________________________
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-17
CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES
TRANSFEREE'S LETTER
____________ __, ____
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1999-17, Class
[A-PO][B-4][B-5][B-6] Certificates (the "Class [A-PO][B-4][B-5][B-6]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as
follows:
Section 1. DEFINITIONS. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of May 26, 1999 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), of Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-17.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
(c) [The Purchaser has knowledge of financial and business matters and
is capable of evaluating the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision; and the Purchaser is able to bear the economic risk of an
investment in the Class [A-PO][B-4][B-5][B-6] Certificates and can afford a
complete loss of such investment.]
(c) [The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__, relating to
the Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it
deemed appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trust Administrator of the Trust Estate and
(b) such other opinions of counsel, officers' certificates and agreements as the
Seller or the Master Servicer may have required. A Benefit Plan Opinion is an
opinion of counsel to the effect that the proposed transfer will not cause the
assets of the Trust Estate to be regarded as "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trust Administrator, the Trustee, the Seller or the Master Servicer
to any obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.
Section 3. TRANSFER OF CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES.
(a) The Purchaser understands that the Class [A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [A-PO][B-4][B-5][B-6] Certificates are registered under the Act and
applicable state law or unless an exemption from registration is available. The
Purchaser further understands that neither the Seller, the Master Servicer nor
the Trust Administrator is under any obligation to register the Class
[A-PO][B-4][B-5][B-6] Certificates or make an exemption available. In the event
that such a transfer is to be made in reliance upon an exemption from the Act or
applicable state securities laws, (i) the Trust Administrator shall require, in
order to assure compliance with such laws, that the Certificateholder's
prospective transferee certify to the Seller and the Trust Administrator as to
the factual basis for the registration or qualification exemption relied upon,
and (ii) unless the transferee is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act, the Trust Administrator or the Seller may, if
such transfer is made within three years from the later of (a) the Closing Date
or (b) the last date on which the Seller or any affiliate thereof was a holder
of the Certificates proposed to be transferred, require an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the Trust
Administrator, the Master Servicer or the Seller. Any such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Trust Administrator, the Master Servicer, any Paying Agent acting
on behalf of the Trust Administrator and the Seller against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall be
made unless the transferee provides the Seller and the Trust Administrator with
a Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [A-PO][B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-17
CLASS [B-1] [B-2] [B-3] CERTIFICATES
TRANSFEREE'S LETTER
____________ __, ____
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1999-17, 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 May 26, 1999 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee") of Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-17.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-1] [B-2] [B-3] Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-1][B-2][B-3]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trust Administrator of the Trust Estate and (b) such other opinions of
counsel, officers' certificates and agreements as the Seller or the Master
Servicer may have required. A Benefit Plan Opinion is an opinion of counsel to
the effect that the proposed transfer will not cause the assets of the Trust
Estate to be regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the Trust
Administrator, the Trustee, the Seller or the Master Servicer to any obligation
in addition to those undertaken in the Pooling and Servicing Agreement
(including any liability for civil penalties or excise taxes imposed pursuant to
ERISA, Section 4975 of the Code or Similar Law).
<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: _____________________________
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
First Union Mortgage Corp. Servicing Agreement
Citicorp Mortgage, Inc. Servicing Agreement
GMAC Mortgage 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 Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1999-17, Class
_____ (the "Class B Certificates"). The Class B Certificates were issued
pursuant to a Pooling and Servicing Agreement dated as of May 26, 1999 among
Norwest Asset Securities Corporation, as seller (the "Seller"), Norwest Bank
Minnesota, National Association, as Master Servicer, First Union National Bank,
as Trust Administrator, and United States Trust Company of New York, as Trustee.
____________________ intends to resell all of the Class B Certificates
directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 DEFINED TERMS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
COLLATERAL FUND: The fund established and maintained pursuant to
Section 3.01 hereof.
COLLATERAL FUND PERMITTED INVESTMENTS: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
F-1 by Fitch IBCA, Inc. ("Fitch") or (vi) demand and time deposits in,
certificates of deposit of, any depository institution or trust company (which
may be an affiliate of the Company) incorporated under the laws of the United
States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by Fitch or S&P, (y)
the certificate of deposit or other unsecured short-term debt obligations of
such depository institution or trust company have a rating of at least F-1 by
Fitch or A-1 by S&P or (z) the depository institution or trust company is one
that is acceptable to either Fitch or S&P and, for each of the preceding clauses
(i), (iv), (v) and (vi), the maturity thereof shall be not later than the
earlier to occur of (A) 30 days from the date of the related investment and (B)
the next succeeding Distribution Date as defined in the related Pooling and
Servicing Agreement.
COMMENCEMENT OF FORECLOSURE: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
CURRENT APPRAISAL: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
ELECTION TO DELAY FORECLOSURE: Any election by the Purchaser to delay
the Commencement of Foreclosure, made in accordance with Section 2.02(b).
ELECTION TO FORECLOSE: Any election by the Purchaser to proceed with
the Commencement of Foreclosure, made in accordance with Section 2.03(a).
MONTHLY ADVANCES: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
REQUIRED COLLATERAL FUND BALANCE: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 DEFINITIONS INCORPORATED BY REFERENCE
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 REPORTS AND NOTICES
(a) In connection with the performance of its duties under the Pooling
and Servicing Agreement relating to the realization upon defaulted Mortgage
Loans, the Company as Master Servicer shall provide to the Purchaser the
following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days or
more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral letter
from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the Servicer
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) to provide to the Purchaser such information as
the Purchaser may reasonably request provided, however, that such information is
consistent with normal reporting practices, concerning each Mortgage Loan that
is at least ninety days delinquent and each Mortgage Loan which has become real
estate owned, through the final liquidation thereof; provided, that the related
Servicer shall only be required to provide information that is readily
accessible to its servicing personnel and is non-confidential provided, however,
that the Purchaser will reimburse the Company and the related Servicer for any
out of pocket expenses.
Section 2.02 PURCHASER'S ELECTION TO DELAY FORECLOSURE PROCEEDINGS
(a) The Purchaser shall be deemed to direct the Company to direct (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any Mortgage
Loan as to which the Purchaser made an Election to Delay Foreclosure and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (f) above, the Company shall calculate the amount, if
any, by which the value shown on the Current Appraisal obtained under subsection
(c) exceeds the actual sales price obtained for the related Mortgaged Property
(net of Liquidation Expenses and accrued interest related to the extended
foreclosure period), and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 PURCHASER'S ELECTION TO COMMENCE FORECLOSURE PROCEEDINGS
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause,
to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement, the related Servicer to proceed with the
Commencement of Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m., New York City
time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any Mortgage
Loan as to which the Purchaser made an Election to Foreclose and as to which the
related Servicer proceeded with the Commencement of Foreclosure in accordance
with subsection (c) above, the Company shall calculate the amount, if any, by
which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 TERMINATION
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the respective
rights, obligations and responsibilities of the Purchaser and the Company
hereunder shall terminate upon the later to occur of (i) the final liquidation
of the last Mortgage Loan as to which the Purchaser made any Election to Delay
Foreclosure or any Election to Foreclose and the withdrawal of all remaining
amounts in the Collateral Fund as provided herein and (ii) ten Business Days'
notice. The Purchaser's right to make an election pursuant to Section 2.02 or
Section 2.03 hereof with respect to a particular Mortgage Loan shall terminate
if the Purchaser fails to make any deposit required pursuant to Section 2.02(d)
or 2.03(b) or if the Purchaser fails to make any other deposit to the Collateral
Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 COLLATERAL FUND
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1999-17. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 COLLATERAL FUND PERMITTED INVESTMENTS.
The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 GRANT OF SECURITY INTEREST
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 COLLATERAL SHORTFALLS.
In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 AMENDMENT.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 COUNTERPARTS.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 NOTICES.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
______________________________
______________________________
______________________________
Attention: __________________
Section 4.05 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provision or terms of
this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement. Section 4.06 Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company. Section 4.07 Article and
Section Headings.
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 CONFIDENTIALITY.
The Purchaser agrees that all information supplied by or on behalf of
the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09 INDEMNIFICATION.
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By: ________________________________
Name: ________________________________
Title: ________________________________
By: ________________________________
Name: ________________________________
Title: ________________________________
<PAGE>
EXHIBIT N
POLICY
SCHEDULE I
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1999-17
Applicable Unscheduled Principal Receipt Period
FULL UNSCHEDULED PARTIAL UNSCHEDULED
SERVICER PRINCIPAL RECEIPTS PRINCIPAL RECEIPTS
- -------- ------------------ ------------------
Norwest Mortgage, Inc. (Exhibit F-1) Mid Month Mid Month
The Huntington Mortgage Company Mid Month Prior Month
First Union Mortgage Corp. Mid Month Prior Month
Citicorp Mortgage, Inc. Mid Month Prior Month
GMAC Mortgage Company Mid Month Prior Month
